LI CHO KWAN v. OLIVEIRO LANA AND ANOTHER

LI CHO KWAN v. OLIVEIRO LANA AND ANOTHER

HKBA was within the scope of authority to pass vendor information and thus made representations on behalf of the vendor; the Business Profile representations were statements of existing fact and, when false, were actionable; the disclaimer/remark and entire agreement wording did not render those written representations non-actionable nor did they exclude vendor liability; plaintiff actually relied on the representations and was induced to enter the SPA; the representations were false on balance of probabilities; rescission was validly effected by plaintiff and remedies including restitution and damages under statute and common law were appropriate.

Citation
LI CHO KWAN v. OLIVEIRO LANA AND ANOTHER
Parties
Plaintiff: Li Cho Kwan; 1st Defendant: Oliveiro Lana (aka Pemiga Oliveiro); 2nd Defendant: Hong Kong Business Agency Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
23 March 2016
Case Number
HCA505/2012
Procedural Posture
Misrepresentation (civil) / Judgment at Trial (court of First Instance)
Outcome
Judgment for the plaintiff. 1st defendant's counterclaim dismissed.
Legal Topics
Misrepresentation, Rescission, Damages, Agency and Vicarious Liability, Exclusion/entire Agreement Clauses, Reliance/inducement, Companies Ordinance Consequences
Source Language
EN
Contract Law Tort (misrepresentation) Agency Law Company Law Misrepresentation Rescission Damages Agency and Vicarious Liability +3 more

Case Brief

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Parties

Li Cho Kwan

Plaintiff

Oliveiro Lana (aka Pemiga Oliveiro)

1st Defendant

Hong Kong Business Agency Limited

2nd Defendant

Procedural Posture

Misrepresentation (civil) / Judgment at Trial (court of First Instance)

Legal Issues

  1. 1 Whether HKBA acted as agent of the vendor (Oliveiro)
  2. 2 Whether statements in the Business Profile were actionable representations
  3. 3 Whether contractual clauses (disclaimer/remark/entire agreement) excluded liability for misrepresentation

Ratio Decidendi

HKBA was within the scope of authority to pass vendor information and thus made representations on behalf of the vendor; the Business Profile representations were statements of existing fact and, when false, were actionable; the disclaimer/remark and entire agreement wording did not render those written representations non-actionable nor did they exclude vendor liability; plaintiff actually relied on the representations and was induced to enter the SPA; the representations were false on balance of probabilities; rescission was validly effected by plaintiff and remedies including restitution and damages under statute and common law were appropriate.

Court Disposition

Judgment for the plaintiff. 1st defendant's counterclaim dismissed.

Orders

  • Declaration that the plaintiff has lawfully rescinded the Sale and Purchase Agreement and the Supplemental SPA
  • The 1st defendant do pay the plaintiff the sum of HKD 754,519.94