SIMPLY POWER LTD v. BILLY CHUA AND OTHERS

SIMPLY POWER LTD v. BILLY CHUA AND OTHERS

Court found plaintiff failed to prove the alleged business purpose was communicated and failed to prove any fraudulent or false representations by agent or agents; the 20% aggregate deposit was not justified by exceptional circumstances and its forfeiture was unreasonable, thus the vendor must repay HK$120.6 million with interest; Midland was entitled to contractual liquidated sum of HK$6,030,000 for agent's loss of commission; all other claims and counterclaims were dismissed or awarded nominal damages as indicated.

Citation
[2023] HKCFI 944
Parties
Plaintiff (original Action); 1st Defendant (counterclaim): Simply Power Limited; 1st Defendant (original Action); 2nd Defendant (counterclaim): Billy Chua (also known as Chua Shui Yeung); 2nd Defendant (original Action) (discontinued): Midland IC & I Limited; 3rd Defendant (original Action); Plaintiff (counterclaim): Mega Profit Hong Kong Group Limited; 4th Defendant (original Action and Counterclaim): Midland Realty (Comm & Ind) Limited; 5th Defendant (original Action and Counterclaim): Metro Winner Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
14 April 2023
Case Number
HCA2452/2013
Procedural Posture
Civil Action Concerning Sale and Purchase of Land, Misrepresentation, Agency and Forfeiture of Deposits / Judgment Following Trial (decision on Liability and Remedies)
Outcome
Judgment for Plaintiff (Mega Profit counterclaim plaintiff) for return of deposits; majority of plaintiff's claims dismissed; counterclaims mixed - Midland successful on its commission claim; 3rd Defendant entitled to nominal damages for breach of FASP by purchaser
Legal Topics
Fraudulent Misrepresentation, Forfeiture of Deposits, Customary Deposit Size, Liquidated Damages, Warranty of Authority, Affirmation and Rescission, Exclusion Clauses
Source Language
EN
Contract Tort Property Law Agency Law Equity Fraudulent Misrepresentation Forfeiture of Deposits Customary Deposit Size +4 more

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Parties

Simply Power Limited

Plaintiff (original Action); 1st Defendant (counterclaim)

Billy Chua (also known as Chua Shui Yeung)

1st Defendant (original Action); 2nd Defendant (counterclaim)

Midland IC & I Limited

2nd Defendant (original Action) (discontinued)

Mega Profit Hong Kong Group Limited

3rd Defendant (original Action); Plaintiff (counterclaim)

Midland Realty (Comm & Ind) Limited

4th Defendant (original Action and Counterclaim)

Metro Winner Limited

5th Defendant (original Action and Counterclaim)

Procedural Posture

Civil Action Concerning Sale and Purchase of Land, Misrepresentation, Agency and Forfeiture of Deposits / Judgment Following Trial (decision on Liability and Remedies)

Legal Issues

  1. 1 Purpose and communication of purchaser’s intended use
  2. 2 Whether representations were made and fraudulent
  3. 3 Whether purchaser relied on representations and was induced

Ratio Decidendi

Court found plaintiff failed to prove the alleged business purpose was communicated and failed to prove any fraudulent or false representations by agent or agents; the 20% aggregate deposit was not justified by exceptional circumstances and its forfeiture was unreasonable, thus the vendor must repay HK$120.6 million with interest; Midland was entitled to contractual liquidated sum of HK$6,030,000 for agent's loss of commission; all other claims and counterclaims were dismissed or awarded nominal damages as indicated.

Court Disposition

Judgment for Plaintiff (Mega Profit counterclaim plaintiff) for return of deposits; majority of plaintiff's claims dismissed; counterclaims mixed - Midland successful on its commission claim; 3rd Defendant entitled to nominal damages for breach of FASP by purchaser

Orders

  • 3rd Defendant (Mega Profit) to repay HK$120,600,000 to Simply Power Limited with interest at prime plus 1% from date of writ to judgment and judgment rate thereafter
  • Judgment for Midland Realty (Comm & Ind) Limited against Simply Power Limited for HK$6,030,000 with interest at prime plus 1% from 31 October 2013 to judgment and judgment rate thereafter