LAWIN (H.K.) LTD v. OCCUPIERS OF SECTION B OF LOT NO. 154 IN DEMARCATION DISTRICT NO. 19, TAI PO, NEW TERRITORIES, HONG KONG AND OTHERS

LAWIN (H.K.) LTD v. OCCUPIERS OF SECTION B OF LOT NO. 154 IN DEMARCATION DISTRICT NO. 19, TAI PO, NEW TERRITORIES, HONG KONG AND OTHERS

On the evidence the parties operated the joint venture in the form of a partnership rather than as principal and agent; Hung had authority to sell developed units in the ordinary course of that business and certain sales (notably sales of units in Lots 154A-D and the Subscription Agreement for units on Lot 2442) bind the partnership; the alleged Lot 154 Agreement and Lot 2441 Agreement were not proved with requisite certainty; assignments to Lawin are to be set aside as not bona fide and many account and reimbursement issues require an ordered accounting and consequential relief reserved.

Citation
[2022] HKCFI 410
Parties
Plaintiff / Defendant (original Actions): LAWIN (H.K.) LIMITED; Plaintiff (lead Action) / Counterclaim Defendant: HUNG HEUNG KENG; Defendant / Counterclaim Plaintiff: BEST STAR HOLDINGS LIMITED; Defendant / Principal of Best Star Camp: GUO QIGUI; Defendant / Contractor and Purchaser Claimant: LI FU WING
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
8 February 2022
Case Number
HCA210/2011
Procedural Posture
Civil: Partnership, Land and Conveyancing Disputes (multiple Consolidated Actions) / Judgment After Trial (reserved Consequential Matters and Account)
Outcome
Judgment: court held the parties operated as a partnership; Lot 154 Agreement and Lot 2441 Agreement not proved; Hung had authority in the ordinary course to sell certain developed units (including Lots 154A-D and units on Lot 2442) binding the partnership; assignments to Lawin set aside or vulnerable; accounting...
Legal Topics
Partnership V Agency, Oral Agreement for Sale of Land, Doctrine of Part Performance, Mesne Profits, Accounting Between Partners, Estoppel, Lis Pendens, Registration and Bona Fide Purchaser Issues
Source Language
EN
Partnership Law Land Law Property and Conveyancing Equitable Remedies Contract Law Trusts and Agency Civil Procedure Partnership V Agency +7 more

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Parties

LAWIN (H.K.) LIMITED

Plaintiff / Defendant (original Actions)

HUNG HEUNG KENG

Plaintiff (lead Action) / Counterclaim Defendant

BEST STAR HOLDINGS LIMITED

Defendant / Counterclaim Plaintiff

GUO QIGUI

Defendant / Principal of Best Star Camp

LI FU WING

Defendant / Contractor and Purchaser Claimant

Procedural Posture

Civil: Partnership, Land and Conveyancing Disputes (multiple Consolidated Actions) / Judgment After Trial (reserved Consequential Matters and Account)

Legal Issues

  1. 1 Nature of cooperation arrangement: partnership v agency
  2. 2 Whether parties concluded an oral Lot 154 Agreement (sale of Lots 154E,F,H and use of RP to Hung)
  3. 3 Whether parties concluded an oral Lot 2441 Agreement (pre-emptive rights for Lots 2441,2442,2472)

Ratio Decidendi

On the evidence the parties operated the joint venture in the form of a partnership rather than as principal and agent; Hung had authority to sell developed units in the ordinary course of that business and certain sales (notably sales of units in Lots 154A-D and the Subscription Agreement for units on Lot 2442) bind the partnership; the alleged Lot 154 Agreement and Lot 2441 Agreement were not proved with requisite certainty; assignments to Lawin are to be set aside as not bona fide and many account and reimbursement issues require an ordered accounting and consequential relief reserved.

Court Disposition

Judgment: court held the parties operated as a partnership; Lot 154 Agreement and Lot 2441 Agreement not proved; Hung had authority in the ordinary course to sell certain developed units (including Lots 154A-D and units on Lot 2442) binding the partnership; assignments to Lawin set aside or vulnerable; accounting...

Orders

  • Declared that parties conducted joint venture in form of partnership and that partnership characterization governs obligations and accounts
  • Found no enforceable Lot 154 Agreement or Lot 2441 Agreement (oral) proved on balance of probabilities