ZHANG JIZHI v. HONG KONG TV INTERNATIONAL MEDIA GROUP LTD AND ANOTHER

ZHANG JIZHI v. HONG KONG TV INTERNATIONAL MEDIA GROUP LTD AND ANOTHER

The Court held that Party A comprised both the 1st and 2nd Defendants on the wording, context and commercial purpose of the written agreement; the extrinsic evidence relied on by appellants did not raise triable issues sufficient to defeat a summary judgment; payment without transfer/registration of title amounted to a total failure of consideration such that unjust enrichment restitution was available and the defendants' change of position defence failed; admission of late new evidence was properly refused; accordingly the appeals and leave application were dismissed and summary judgment and damages upheld.

Citation
[2024] HKCA 302
Parties
Plaintiff (respondent): Zhang Jizhi; 1st Appellant: 1st Defendant; 2nd Appellant: 2nd Defendant
Court
Court of Appeal
Jurisdiction
Hong Kong
Judgment Date
12 April 2024
Case Number
CACV95/2022
Procedural Posture
Civil Appeal (summary Judgment Appeal) / Reasons for Judgment (court of Appeal)
Outcome
D1's Notice of Appeal, D2's Notice of Appeal and the Leave Summons dismissed; summary judgment and damages for the plaintiff upheld; costs to plaintiff (party and party), to be taxed if not agreed.
Legal Topics
Summary Judgment, Identity of Contracting Party, Parol/extrinsic Evidence, Election/estoppel, Change of Position Defence, Rectification, Admission of New Evidence, Costs
Source Language
EN
Contract Unjust Enrichment Company Law Civil Procedure Appeal Summary Judgment Identity of Contracting Party Parol/extrinsic Evidence +5 more

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Parties

Zhang Jizhi

Plaintiff (respondent)

1st Defendant

1st Appellant

2nd Defendant

2nd Appellant

Procedural Posture

Civil Appeal (summary Judgment Appeal) / Reasons for Judgment (court of Appeal)

Legal Issues

  1. 1 Whether Party A to the agreement comprised the 1st Defendant, the 2nd Defendant or both
  2. 2 Whether parol/extrinsic evidence could displace the clear written identification of parties
  3. 3 Whether the plaintiff had elected between allotment or transfer of shares (election/estoppel)

Ratio Decidendi

The Court held that Party A comprised both the 1st and 2nd Defendants on the wording, context and commercial purpose of the written agreement; the extrinsic evidence relied on by appellants did not raise triable issues sufficient to defeat a summary judgment; payment without transfer/registration of title amounted to a total failure of consideration such that unjust enrichment restitution was available and the defendants' change of position defence failed; admission of late new evidence was properly refused; accordingly the appeals and leave application were dismissed and summary judgment and damages upheld.

Court Disposition

D1's Notice of Appeal, D2's Notice of Appeal and the Leave Summons dismissed; summary judgment and damages for the plaintiff upheld; costs to plaintiff (party and party), to be taxed if not agreed.

Orders

  • 1st Defendant's Notice of Appeal dismissed
  • 2nd Defendant's Notice of Appeal dismissed