HABANERA LTD. AND ANOTHER v. FINECOM LTD. AND OTHERS

HABANERA LTD. AND ANOTHER v. FINECOM LTD. AND OTHERS

The defence based on alleged oral assurances was held not credible and inherently improbable in the face of clear, lawyer-drafted written Agreement and Guarantee containing an entire agreement clause; defendants failed to show cause to defend the summary judgment application, so plaintiffs were entitled to judgment including specific performance, assessment of damages, interest on the unpaid balance and costs.

Citation
HABANERA LTD. AND ANOTHER v. FINECOM LTD. AND OTHERS
Parties
1st Plaintiff: Habanera Limited; 2nd Plaintiff: Yeung Wai Man; 1st Defendant: Finecom Limited; 2nd Defendant: Hau Shiu Kai; 3rd Defendant: Li Chi Sing
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
26 November 1999
Case Number
HCA7946/1998
Procedural Posture
Civil Contract and Equitable Remedies / Appeal From Master's Decision on Summary Judgment Application (court of First Instance)
Outcome
Appeal allowed; summary judgment entered for the Plaintiffs; specific performance ordered and other relief granted
Legal Topics
Summary Judgment, Specific Performance, Guarantee, Misrepresentation, Entitlement to Equitable Relief, Parol Evidence / Entire Agreement
Source Language
EN
Contract Equity Civil Procedure Tort Misrepresentation Summary Judgment Specific Performance Guarantee Misrepresentation +2 more

Case Brief

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Parties

Habanera Limited

1st Plaintiff

Yeung Wai Man

2nd Plaintiff

Finecom Limited

1st Defendant

Hau Shiu Kai

2nd Defendant

Li Chi Sing

3rd Defendant

Procedural Posture

Civil Contract and Equitable Remedies / Appeal From Master's Decision on Summary Judgment Application (court of First Instance)

Legal Issues

  1. 1 Whether the defendants' pleaded defence of misrepresentation is credible sufficient to defeat summary judgment
  2. 2 Whether alleged oral assurances can override or qualify clear written agreements containing an entire agreement clause
  3. 3 Whether the Guarantee operates as an unconditional joint and several guarantee enforceable against guarantors

Ratio Decidendi

The defence based on alleged oral assurances was held not credible and inherently improbable in the face of clear, lawyer-drafted written Agreement and Guarantee containing an entire agreement clause; defendants failed to show cause to defend the summary judgment application, so plaintiffs were entitled to judgment including specific performance, assessment of damages, interest on the unpaid balance and costs.

Court Disposition

Appeal allowed; summary judgment entered for the Plaintiffs; specific performance ordered and other relief granted

Orders

  • Appeal allowed and judgment entered for the Plaintiffs as claimed
  • Sale to be completed within 14 days of this order