JOIN TRADER LTD. v. KWONG PO LAM AND ANOTHER

JOIN TRADER LTD. v. KWONG PO LAM AND ANOTHER

The guarantees, as worded, reflect the present-tense language of clause 2(c) by guaranteeing absence of hidden liabilities only 'as at the date hereof'; that construction is at least arguable and gives rise to a triable issue, so summary judgment was rightly refused and the appeal dismissed.

Citation
JOIN TRADER LTD. v. KWONG PO LAM AND ANOTHER
Parties
Plaintiff: Join Trader Limited; 1st Defendant: Kwong Po Lam; 2nd Defendant: Luckjade Holdings Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
1 August 2002
Case Number
HCA4276/2001
Procedural Posture
Civil Action: Breach of Contract / Sale of Shares / Appeal Against Master's Dismissal of Summons for Summary Judgment Under Order 14; Reasons for Decision
Outcome
Appeal dismissed; Master K Y Chan's dismissal of the plaintiff's summons for summary judgment under Order 14 upheld.
Legal Topics
Summary Judgment, Contract Interpretation, Guarantee, Hidden Liabilities, Completion Date
Source Language
EN
Contract Law Property Law Civil Procedure Summary Judgment Contract Interpretation Guarantee Hidden Liabilities Completion Date

Case Brief

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Parties

Join Trader Limited

Plaintiff

Kwong Po Lam

1st Defendant

Luckjade Holdings Limited

2nd Defendant

Procedural Posture

Civil Action: Breach of Contract / Sale of Shares / Appeal Against Master's Dismissal of Summons for Summary Judgment Under Order 14; Reasons for Decision

Legal Issues

  1. 1 Whether the guarantees complied with clause 2(c) of the sale agreement requiring no hidden or any items of liability
  2. 2 Whether the guarantees covered liabilities only as at the date of the guarantee ('date hereof') or extended to the date of completion
  3. 3 Whether there exists an arguable defence sufficient to defeat summary judgment under Order 14

Ratio Decidendi

The guarantees, as worded, reflect the present-tense language of clause 2(c) by guaranteeing absence of hidden liabilities only 'as at the date hereof'; that construction is at least arguable and gives rise to a triable issue, so summary judgment was rightly refused and the appeal dismissed.

Court Disposition

Appeal dismissed; Master K Y Chan's dismissal of the plaintiff's summons for summary judgment under Order 14 upheld.

Orders

  • Appeal dismissed
  • Costs to defendants