ZHANG JIZHI v. HONG KONG TV INTERNATIONAL MEDIA GROUP LTD AND ANOTHER

ZHANG JIZHI v. HONG KONG TV INTERNATIONAL MEDIA GROUP LTD AND ANOTHER

The Agreement, read objectively as a whole in its commercial context, manifested Party A as comprising both D1 (the company) and D2 (the chairman/shareholder); the defendants failed to raise any triable issue or arguable defence on the pleaded and de bene esse materials (election/waiver, change of position, performance, rectification, identity) and the master did not err in granting summary judgment or refusing late affidavit evidence; the appeals and late amendment applications are dismissed and the summary judgment is affirmed.

Citation
[2022] HKCFI 308
Parties
Plaintiff: P; 1st Defendant: D1; 2nd Defendant: D2
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
28 January 2022
Case Number
HCA624/2019
Procedural Posture
Civil Contract and Restitution (unjust Enrichment) / Appeal From Masters Summary Judgment (order 14)
Outcome
Appeals dismissed; masters summary judgment (Order 14) and dismissal of leave to adduce late affidavits affirmed; amendment summonses dismissed
Legal Topics
Summary Judgment, Identity of Contracting Parties, Rectification for Mutual Mistake, Apparent/ostensible Authority, Change of Position Defence, Constructive/resulting Trust, Election/waiver, Admissibility of Fresh Evidence (order 32 R11 A)
Source Language
EN
Contract Law Equity and Trusts Company Law Civil Procedure Restitution / Unjust Enrichment Summary Judgment Identity of Contracting Parties Rectification for Mutual Mistake +5 more

Case Brief

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Parties

P

Plaintiff

D1

1st Defendant

D2

2nd Defendant

Procedural Posture

Civil Contract and Restitution (unjust Enrichment) / Appeal From Masters Summary Judgment (order 14)

Legal Issues

  1. 1 Whether the Agreement was entered into by D1 and D2 (Party A) or by D2 alone as representative of shareholders
  2. 2 Whether summary judgment was properly entered against D1 and D2 for breach of contract or alternatively restitution for unjust enrichment
  3. 3 Whether D1 changed position after receipt and transfer of the Sum so as to defeat restitution

Ratio Decidendi

The Agreement, read objectively as a whole in its commercial context, manifested Party A as comprising both D1 (the company) and D2 (the chairman/shareholder); the defendants failed to raise any triable issue or arguable defence on the pleaded and de bene esse materials (election/waiver, change of position, performance, rectification, identity) and the master did not err in granting summary judgment or refusing late affidavit evidence; the appeals and late amendment applications are dismissed and the summary judgment is affirmed.

Court Disposition

Appeals dismissed; masters summary judgment (Order 14) and dismissal of leave to adduce late affidavits affirmed; amendment summonses dismissed

Orders

  • The O14 Judgment affirmed: D1 and D2 jointly and severally liable to P for HK$11,904,754 (damages for breach of contract) and alternatively D1 liable to restitution for HK$11,904,754
  • Interest on HK$11,904,754 awarded to P at prime rate plus 1% p.a. from 5 March 2019 to date of judgment and thereafter at judgment rate until full payment (as per O14 terms)