LAM PING WAN AND ANOTHER v. IP LAM ON

LAM PING WAN AND ANOTHER v. IP LAM ON

The court accepted contemporaneous documentary evidence (account opening on 10 December 1998 and Lam's signed authorisation to transfer without immediate payment) and rejected the defendant's account as inherently improbable and tainted by fabrication of exhibits (D-1 and D-2); on that basis the court found there was a binding conditional sale as alleged by the plaintiffs, dismissed the defendant's repayment-by-shares defence, and ordered return of remaining shares, payment of the agreed $9M compensation, assessment and transfer of proceeds for the sold shares, interest and costs.

Citation
LAM PING WAN AND ANOTHER v. IP LAM ON
Parties
1st Plaintiff: Lam Ping Wan; 2nd Plaintiff: Sun Growth Securities Limited; Defendant: Ip Lam On
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
31 May 2001
Case Number
HCA12791/1999
Procedural Posture
Civil Action for Sale of Shares, Specific Performance and Conversion / Judgment at Trial (court of First Instance)
Outcome
Judgment for plaintiffs; defendant's counterclaim dismissed
Legal Topics
Specific Performance, Contract for Sale of Shares, Conversion, Interlocutory Injunction, Liquidated Damages Vs Penalty, Document Fabrication and Credibility, Remedies Account of Proceeds
Source Language
EN
Contract Equity Tort Securities Evidence Specific Performance Contract for Sale of Shares Conversion +4 more

Case Brief

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Parties

Lam Ping Wan

1st Plaintiff

Sun Growth Securities Limited

2nd Plaintiff

Ip Lam On

Defendant

Procedural Posture

Civil Action for Sale of Shares, Specific Performance and Conversion / Judgment at Trial (court of First Instance)

Legal Issues

  1. 1 Whether there was a binding agreement for sale of 30,000,000 shares on terms alleged by plaintiff
  2. 2 Whether shares were transferred to defendant in repayment of an alleged RMB 30.5M loan from Koon (defendant's case)
  3. 3 Whether the contractual compensation of $9M is a valid liquidated damages clause or an unenforceable penalty

Ratio Decidendi

The court accepted contemporaneous documentary evidence (account opening on 10 December 1998 and Lam's signed authorisation to transfer without immediate payment) and rejected the defendant's account as inherently improbable and tainted by fabrication of exhibits (D-1 and D-2); on that basis the court found there was a binding conditional sale as alleged by the plaintiffs, dismissed the defendant's repayment-by-shares defence, and ordered return of remaining shares, payment of the agreed $9M compensation, assessment and transfer of proceeds for the sold shares, interest and costs.

Court Disposition

Judgment for plaintiffs; defendant's counterclaim dismissed

Orders

  • Transfer 26,800,000 Easy Concepts (Stock No. 241) shares to 1st plaintiff
  • Defendant to pay all costs of transfer including stamp duty