BEST BUSINESS (ASIA) LTD v. G.O.D. (INTERNATIONAL) LTD

BEST BUSINESS (ASIA) LTD v. G.O.D. (INTERNATIONAL) LTD

The Preliminary Tenancy Agreement was a concluded and binding contract despite deletion of the escape clauses because all material lease terms were agreed; deletion simply left compensation unsettled and damages must be assessed. The 1st Defendant breached the Agreement by refusing to sign the formal tenancy. The 3rd Defendant, acting as agent of the 1st Defendant at the material time, made a negligent misrepresentation about the legal effect of deleting the escape clauses which the 1st Defendant reasonably relied on; that misrepresentation caused loss. Consequently Plaintiff succeeds on its claim; 1st Defendant's counterclaim for return of deposit is dismissed; 2nd and 3rd Defendants...

Citation
BEST BUSINESS (ASIA) LTD v. G.O.D. (INTERNATIONAL) LTD
Parties
Plaintiff (original Action) and 1st Defendant (counterclaim): Best Business (Asia) Limited; Defendant (original Action) and Plaintiff (counterclaim): G.O.D. (INTERNATIONAL) LIMITED; 2nd Defendant (counterclaim): A.G. WILKINSON AND ASSOCIATES; 3rd Defendant (counterclaim): SEAN, SIU KWONG TSOI
Court
District Court
Jurisdiction
Hong Kong
Judgment Date
5 February 2013
Case Number
DCCJ885/2011
Procedural Posture
Civil Action: Contract (preliminary Tenancy Agreement), Tort (misrepresentation/negligence), Agency, Property / District Court Judgment (trial Concluded; Reasons and Orders Delivered)
Outcome
Judgment for Plaintiff. 1st Defendant's counterclaim dismissed. 2nd and 3rd Defendants ordered to indemnify 1st Defendant to extent of Plaintiff's claim.
Legal Topics
Preliminary Tenancy Agreement, Misrepresentation, Negligent Misstatement (hedley Byrne), Agent Authority and Duties, Damages Assessment, Mitigation of Loss, Deposit Forfeiture
Source Language
EN
Contract Tort Agency Property Civil Procedure Preliminary Tenancy Agreement Misrepresentation Negligent Misstatement (hedley Byrne) +4 more

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Parties

Best Business (Asia) Limited

Plaintiff (original Action) and 1st Defendant (counterclaim)

G.O.D. (INTERNATIONAL) LIMITED

Defendant (original Action) and Plaintiff (counterclaim)

A.G. WILKINSON AND ASSOCIATES

2nd Defendant (counterclaim)

SEAN, SIU KWONG TSOI

3rd Defendant (counterclaim)

Procedural Posture

Civil Action: Contract (preliminary Tenancy Agreement), Tort (misrepresentation/negligence), Agency, Property / District Court Judgment (trial Concluded; Reasons and Orders Delivered)

Legal Issues

  1. 1 Whether the Preliminary Tenancy Agreement was a concluded, binding contract
  2. 2 Whether the 1st Defendant breached the Agreement
  3. 3 Whether the 3rd Defendant acted as sole or dual agent and had authority

Ratio Decidendi

The Preliminary Tenancy Agreement was a concluded and binding contract despite deletion of the escape clauses because all material lease terms were agreed; deletion simply left compensation unsettled and damages must be assessed. The 1st Defendant breached the Agreement by refusing to sign the formal tenancy. The 3rd Defendant, acting as agent of the 1st Defendant at the material time, made a negligent misrepresentation about the legal effect of deleting the escape clauses which the 1st Defendant reasonably relied on; that misrepresentation caused loss. Consequently Plaintiff succeeds on its claim; 1st Defendant's counterclaim for return of deposit is dismissed; 2nd and 3rd Defendants...

Court Disposition

Judgment for Plaintiff. 1st Defendant's counterclaim dismissed. 2nd and 3rd Defendants ordered to indemnify 1st Defendant to extent of Plaintiff's claim.

Orders

  • 1st Defendant to pay Plaintiff HK$343,744 as damages
  • Interest from date of writ at judgment rate until date of judgment and thereafter until full payment