AU KAI TO KAREL v. END USER TECHNOLOGY LTD AND OTHERS

AU KAI TO KAREL v. END USER TECHNOLOGY LTD AND OTHERS

Court rejected allegations of fraudulent misrepresentation for lack of reliance and falsity at the time of entry; held EUT and MMG jointly and severally liable for breach of the Agreement by withholding the share certificate and awarded the plaintiff HK$4,400,000 as damages (the plaintiff's bargain/expected proceeds); dismissed MMG's counterclaim for an oral agreement; ordered costs against EUT and MMG (costs order nisi).

Citation
AU KAI TO KAREL v. END USER TECHNOLOGY LTD AND OTHERS
Parties
Plaintiff: Mr Au; Defendant: End User Technology Limited; Defendant: Merdeka Mobile Group Limited; Defendant: Mr Lau
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
28 September 2017
Case Number
HCA170/2015
Procedural Posture
Share Sale Agreement Dispute / Breach of Contract / Judgment After Trial
Outcome
Plaintiff's misrepresentation/deceit claim dismissed; finding for plaintiff on breach of contract by EUT and MMG for withholding the share certificate; damages awarded to plaintiff HK$4,400,000; MMG counterclaim dismissed; costs to be borne by EUT and MMG jointly and severally (costs order nisi); claims against Mr...
Legal Topics
Misrepresentation, Deceit, Breach of Contract, Damages, Share Dilution, Share Transfer, Costs
Source Language
EN
Contract Law Company Law Tort (fraud/misrepresentation) Agency Law Civil Procedure Misrepresentation Deceit Breach of Contract +4 more

Case Brief

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Parties

Mr Au

Plaintiff

End User Technology Limited

Defendant

Merdeka Mobile Group Limited

Defendant

Mr Lau

Defendant

Procedural Posture

Share Sale Agreement Dispute / Breach of Contract / Judgment After Trial

Legal Issues

  1. 1 Whether alleged misrepresentations/deceit induced the plaintiff to enter the Agreement
  2. 2 Whether EUT/MMG withheld the share certificate in breach of the Agreement
  3. 3 Whether an oral agreement binding the plaintiff to remain until a profit target was validly formed

Ratio Decidendi

Court rejected allegations of fraudulent misrepresentation for lack of reliance and falsity at the time of entry; held EUT and MMG jointly and severally liable for breach of the Agreement by withholding the share certificate and awarded the plaintiff HK$4,400,000 as damages (the plaintiff's bargain/expected proceeds); dismissed MMG's counterclaim for an oral agreement; ordered costs against EUT and MMG (costs order nisi).

Court Disposition

Plaintiff's misrepresentation/deceit claim dismissed; finding for plaintiff on breach of contract by EUT and MMG for withholding the share certificate; damages awarded to plaintiff HK$4,400,000; MMG counterclaim dismissed; costs to be borne by EUT and MMG jointly and severally (costs order nisi); claims against Mr...

Orders

  • Dismiss plaintiff's misrepresentation/deceit claim against the defendants
  • Find EUT and MMG jointly and severally liable for breach of the Agreement by withholding the Share Certificate