TSAI ENG MENG v. CHA MOU SING, PAYSON AND OTHERS

TSAI ENG MENG v. CHA MOU SING, PAYSON AND OTHERS

There is a serious question to be tried that the Chas, by entering the Wong Agreement, breached an implied term of the Letter of Intent by placing themselves unable to perform obligations to transfer shares if consents were obtained; damages would be an inadequate remedy and the balance of convenience favors continuing the injunction against the Chas; however, no separate injunction was required against Mr Wong because his liability was accessory and the injunction against the Chas was sufficient.

Citation
TSAI ENG MENG v. CHA MOU SING, PAYSON AND OTHERS
Parties
Plaintiff: Tsai Eng-Meng; 1st Defendant: Cha Mou Sing, Payson; 2nd Defendant: Cha Mou Daid, Johnson; 3rd Defendant: Wong Ching
Court
Court of First Instance
Jurisdiction
Hong Kong
Judgment Date
11 July 2012
Case Number
HCA773/2010
Procedural Posture
Civil Interlocutory Injunction Application / Inter Partes Hearing (interlocutory Injunction)
Outcome
Interlocutory injunction continued against the 1st and 2nd defendants (the Chas); injunction discharged against the 3rd defendant (Mr Wong); costs allocated as detailed.
Legal Topics
Implied Terms, Interlocutory Injunction, Inducing or Procuring Breach of Contract, Share Transfers, Contract Interpretation, Balance of Convenience
Source Language
EN
Contract Equity Injunctions Tort Inducing Breach of Contract Company/corporate Law Broadcasting Regulation Implied Terms Interlocutory Injunction +4 more

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Parties

Tsai Eng-Meng

Plaintiff

Cha Mou Sing, Payson

1st Defendant

Cha Mou Daid, Johnson

2nd Defendant

Wong Ching

3rd Defendant

Procedural Posture

Civil Interlocutory Injunction Application / Inter Partes Hearing (interlocutory Injunction)

Legal Issues

  1. 1 Whether the Letter of Intent contains an implied term preventing the defendants disposing of their indirect interests prior to obtaining regulatory consents
  2. 2 Whether the 1st and 2nd defendants (the Chas) breached the Letter of Intent by entering into the Wong Agreement
  3. 3 Whether the 3rd defendant (Mr Wong) induced or procured a breach and had requisite knowledge/intention

Ratio Decidendi

There is a serious question to be tried that the Chas, by entering the Wong Agreement, breached an implied term of the Letter of Intent by placing themselves unable to perform obligations to transfer shares if consents were obtained; damages would be an inadequate remedy and the balance of convenience favors continuing the injunction against the Chas; however, no separate injunction was required against Mr Wong because his liability was accessory and the injunction against the Chas was sufficient.

Court Disposition

Interlocutory injunction continued against the 1st and 2nd defendants (the Chas); injunction discharged against the 3rd defendant (Mr Wong); costs allocated as detailed.

Orders

  • Continue interlocutory injunction against 1st and 2nd defendants pending trial prohibiting completion of sale of Pelaka and related disposals
  • Discharge interlocutory injunction against 3rd defendant Wong (no separate injunction required)