GUO JIANJUN AND ANOTHER v. DRAGON FAME INVESTMENT LTD

GUO JIANJUN AND ANOTHER v. DRAGON FAME INVESTMENT LTD

Clause 5 replaced the vendor's duty to answer requisitions on the legality of the repartitioning by obliging the vendor to provide an authorised person's certificate; that certificate was a document of title that had to be delivered within a reasonable time before completion so solicitors could carry out necessary checks in the ordinary course of business; the vendor breached clause 5 by delivering the certificate so late (after office hours on the day of completion) that it deprived the purchasers of reasonable opportunity to verify it, and that breach amounted to repudiation accepted by the plaintiffs; the certificate as delivered however satisfied the substantive requirements of...

Citation
GUO JIANJUN AND ANOTHER v. DRAGON FAME INVESTMENT LTD
Parties
1st Plaintiff (purchaser): Guo Jianjun; 2nd Plaintiff (nominee): Midway International Consultants Limited; Defendant (vendor): Dragon Fame Investment Limited
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
6 June 2014
Case Number
HCMP318/2013
Procedural Posture
Vendor and Purchaser Summons / Conveyancing Dispute / Judgment (court of First Instance)
Outcome
Plaintiffs' application allowed; defendant found to have repudiated the Agreement; deposit returned to 1st plaintiff; counterclaim dismissed; costs ordered in favour of plaintiffs (costs nisi).
Legal Topics
Repartitioning, Title and Requisitions, Deposit Forfeiture, Time Is of the Essence, Completion, Authorized Person Certificate, Repudiation, Midnight Rule, Delivery of Documents
Source Language
EN
Property Law Contract Law Conveyancing Civil Procedure Repartitioning Title and Requisitions Deposit Forfeiture Time Is of the Essence +5 more

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Parties

Guo Jianjun

1st Plaintiff (purchaser)

Midway International Consultants Limited

2nd Plaintiff (nominee)

Dragon Fame Investment Limited

Defendant (vendor)

Procedural Posture

Vendor and Purchaser Summons / Conveyancing Dispute / Judgment (court of First Instance)

Legal Issues

  1. 1 Whether clause 5 and clause 4 obligations were performed by the vendor
  2. 2 Whether clause 5 exempted the vendor from answering requisitions on repartitioning
  3. 3 Whether the clause 5 certificate was delivered within a reasonable time before completion

Ratio Decidendi

Clause 5 replaced the vendor's duty to answer requisitions on the legality of the repartitioning by obliging the vendor to provide an authorised person's certificate; that certificate was a document of title that had to be delivered within a reasonable time before completion so solicitors could carry out necessary checks in the ordinary course of business; the vendor breached clause 5 by delivering the certificate so late (after office hours on the day of completion) that it deprived the purchasers of reasonable opportunity to verify it, and that breach amounted to repudiation accepted by the plaintiffs; the certificate as delivered however satisfied the substantive requirements of...

Court Disposition

Plaintiffs' application allowed; defendant found to have repudiated the Agreement; deposit returned to 1st plaintiff; counterclaim dismissed; costs ordered in favour of plaintiffs (costs nisi).

Orders

  • Defendant to return deposit of HK$21,936,071.90 to the 1st plaintiff
  • Defendant to pay the 1st plaintiff's conveyancing costs to be assessed with interest at judgment rate from date of originating summons