RICACORP PROPERTIES LTD v. PROFIT CITY HOLDINGS LTD AND ANOTHER

RICACORP PROPERTIES LTD v. PROFIT CITY HOLDINGS LTD AND ANOTHER

Court found D2 did not have proven actual or apparent authority prior to ratification, but D1 ratified the PSPAs/AAs by accepting deposits and completing the sale; ratification made the agreements binding including the commission obligation; D2 was personally liable under clause 18 as signatory; defendants' counterclaim for price difference failed for lack of proof and no breach by plaintiff. Accordingly plaintiff entitled to $172,000 plus interest and costs.

Citation
RICACORP PROPERTIES LTD v. PROFIT CITY HOLDINGS LTD AND ANOTHER
Parties
Plaintiff: Ricacorp Properties Limited; 1st Defendant: Profit City Holdings Limited; 2nd Defendant: Tse Yiu Ming
Court
District Court
Jurisdiction
Hong Kong
Judgment Date
23 September 2016
Case Number
DCCJ815/2013
Procedural Posture
Civil Contract and Tort (estate Agent Commission and Counterclaim) / District Court Judgment (trial Concluded)
Outcome
Plaintiff's claim allowed; defendants' counterclaim dismissed
Legal Topics
Authority and Apparent Authority, Ratification, Commission Entitlement, Undue Influence, S 45 Estate Agents Ordinance, S 5 Unconscionable Contracts Ordinance, Prevention Principle, Damages/price Difference
Source Language
EN
Agency Law Contract Law Estate Agents Regulation Property Law Equity Unconscionable Contracts Authority and Apparent Authority Ratification +6 more

Case Brief

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Parties

Ricacorp Properties Limited

Plaintiff

Profit City Holdings Limited

1st Defendant

Tse Yiu Ming

2nd Defendant

Procedural Posture

Civil Contract and Tort (estate Agent Commission and Counterclaim) / District Court Judgment (trial Concluded)

Legal Issues

  1. 1 Whether the 2nd Defendant had authority to sign the provisional sale and purchase agreements (PSPAs) and agency agreements (AAs) to bind the 1st Defendant
  2. 2 Whether the 2nd Defendant's signatures were procured by undue influence or other improper means
  3. 3 Whether plaintiff's employee(s) breached duties by passing PSPAs to the purchaser

Ratio Decidendi

Court found D2 did not have proven actual or apparent authority prior to ratification, but D1 ratified the PSPAs/AAs by accepting deposits and completing the sale; ratification made the agreements binding including the commission obligation; D2 was personally liable under clause 18 as signatory; defendants' counterclaim for price difference failed for lack of proof and no breach by plaintiff. Accordingly plaintiff entitled to $172,000 plus interest and costs.

Court Disposition

Plaintiff's claim allowed; defendants' counterclaim dismissed

Orders

  • Defendants to pay plaintiff outstanding commission of HK$172,000
  • Sum carries interest at prime + 1% from date of writ to date of judgment and thereafter at judgment rate until full payment