CHU WAI SHAN v. CHAN KOK WAI AND OTHERS

CHU WAI SHAN v. CHAN KOK WAI AND OTHERS

On the balance of probabilities the court found that the Disputed Documents were presented and signed in the form in which they now appear (except for dating of certain transfer documents), that there was no compelling evidence of fraud or post-signing fabrication by Mr Chan or Mr Li, and that Shum and Chu understood the nature and effect of the documents when signing; accordingly the share sale to Li was effective, Win City entitled to vacant possession and damages (mesne profits) and claims for rescission, fraud and professional liability against Mr Chan/W&W fail (but their professional conduct was criticised).

Citation
[2022] HKCFI 420
Parties
Plaintiff (hca 1807/2015) / 4th Defendant (hca 2877/2016): Win City Limited (偉信達有限公司); Defendant (hca 1807/2015) / Counterclaimant: Shum Ho (沈浩); Plaintiff (hca 2877/2016): Chu Wai Shan; 1st Defendant: Chan Kok Wai; 2nd Defendant: Wong & Wong (a firm); 3rd Defendant: Li Tak Leung (李德良)
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 February 2022
Case Number
HCA2877/2016
Procedural Posture
Civil Action (trial of Competing Claims in Two Consolidated Actions) / Judgment (trial Concluded; Reasons and Orders Delivered)
Outcome
Judgment for Win City Limited and Li Tak Leung. First Action: Win City granted vacant possession; counterclaim dismissed. Second Action: dismissed. Orders for vacant possession on Win City counterclaim granted; damages/mesne profits to be assessed. Costs awarded against Shum (First Action) and Chu (Second Action) as...
Legal Topics
Share Transfer, Fraud and Forgery Allegations, Misrepresentation, Rescission and Restitution, Vacant Possession, Trespass / Mesne Profits, Retainer and Vicarious Liability, Construction of Contract, Abuse of Land Registration
Source Language
EN
Contract Property Company Law Equity Tort Professional Negligence Land Registration Money Lending Law +9 more

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Parties

Win City Limited (偉信達有限公司)

Plaintiff (hca 1807/2015) / 4th Defendant (hca 2877/2016)

Shum Ho (沈浩)

Defendant (hca 1807/2015) / Counterclaimant

Chu Wai Shan

Plaintiff (hca 2877/2016)

Chan Kok Wai

1st Defendant

Wong & Wong (a firm)

2nd Defendant

Li Tak Leung (李德良)

3rd Defendant

Procedural Posture

Civil Action (trial of Competing Claims in Two Consolidated Actions) / Judgment (trial Concluded; Reasons and Orders Delivered)

Legal Issues

  1. 1 Whether the Disputed Documents (19 December 2014) were procured by fraud or forgery or were valid binding documents
  2. 2 Whether the vendors (Shum and Chu) were misled into signing blank or partially blank documents
  3. 3 Whether the sale of Win City shares to Li for HK$19,800,000 was effective and the HK$10,000,000 deposit was received/applied as alleged

Ratio Decidendi

On the balance of probabilities the court found that the Disputed Documents were presented and signed in the form in which they now appear (except for dating of certain transfer documents), that there was no compelling evidence of fraud or post-signing fabrication by Mr Chan or Mr Li, and that Shum and Chu understood the nature and effect of the documents when signing; accordingly the share sale to Li was effective, Win City entitled to vacant possession and damages (mesne profits) and claims for rescission, fraud and professional liability against Mr Chan/W&W fail (but their professional conduct was criticised).

Court Disposition

Judgment for Win City Limited and Li Tak Leung. First Action: Win City granted vacant possession; counterclaim dismissed. Second Action: dismissed. Orders for vacant possession on Win City counterclaim granted; damages/mesne profits to be assessed. Costs awarded against Shum (First Action) and Chu (Second Action) as...

Orders

  • Order that Win City Limited be granted vacant possession of Unit C, 5th Floor, Lexington Hill, No.11 Rock Hill Street, Hong Kong.
  • Order that Shum Ho and Chu Wai Shan to give up possession; Win City granted damages for trespass or mesne profits to be assessed from 1 May 2015 until vacation of premises.