Hong Kong Case Law: Decisions & Judgments

Topic

Breach of warranty

Legal area

Court

4 Jan 2024

CHAN CHEUK KIT v. SMARTA INNOVATION TECHNOLOGY CO LTD AND ANOTHER

Citation

[2024] HKDC 49
Court

District Court
Case number

DCCJ3564/2021

Clause 5 was properly engaged because on the balance of probabilities the Company had substantial outstanding liabilities on the Completion Date in breach of clause 8; that breach justified Plaintiff withholding completion and treating the HK$1.5M as a loan under clause 5 with contractual interest; accordingly judgment entered for Plaintiff against D1 and D2 (as guarantor) for principal and contractual interest; 2nd Defendant's defences and counterclaim failed for lack of evidence.
18 Oct 2023

SILVER ACHIEVER INVESTMENTS LTD v. FRANK JOSEPH PRINEPPI AND OTHERS

Citation

[2023] HKCFI 2699
Court

Court of First Instance
Case number

HCCW203/2016

The court found that the APA and TPA were executed before the 1st JVA and thereby conveyed the IP rights to the Company; the patents filed in Frank's name were consistent with established practice and were held for the Company's benefit (and subsequently licensed/assigned); Silver Achiever failed to prove fraudulent backdating or compelling evidence of conscious retention of IP by the Prineppis; the management, R&D and employment agreements were made contemporaneously and/or with effective shareholder knowledge and did not establish unfair prejudice; accordingly both the winding‑up petition a…
18 Oct 2023

SILVER ACHIEVER INVESTMENTS LTD v. FRANK JOSEPH PRINEPPI AND OTHERS

Citation

[2023] HKCFI 2699
Court

Court of First Instance
Case number

HCA1377/2016

The court found on the balance of probabilities that the APA and TPA were executed before the 1st JVA and thereby effected the chain of title transferring the IP rights to the Company; patents filed in Frank's name were filed on legal advice and were held for the Company's benefit or later licensed to it; Silver Achiever did not prove fraudulent backdating or dishonest intent or unfairly prejudicial conduct by the Prineppis; warranties did not operate as separate actionable representations proved to have been relied on; accordingly both the petition (HCCW 203/2016) and the action (HCA 1377/20…
1 Mar 2021

CHONG CHIN AND ANOTHER v. GUOAN INTERNATIONAL LTD

Citation

[2021] HKCFI 525
Court

Court of First Instance
Case number

HCCL9/2020

Defendant failed to show any triable arguable defence on believable evidence: the Deed acknowledged the debt, defendant repeatedly admitted liability after the Deed, the alleged misrepresentation and NAV complaints are unsupported or misconceived, the defendant was not a party to the Acquisition Agreement and so cannot set-off, and the only viable breach (dividend distribution) sounds in damages belonging to Exquisite Honour and is time-barred. Accordingly final judgment was entered for the Plaintiffs for HK$100,000,000 plus interest and costs.
19 Mar 2020

HUANG QINGZHAN v. CHINA DING YI FENG HOLDINGS LTD

Citation

[2020] HKCFI 484
Court

Court of First Instance
Case number

HCMP1102/2019

The court held that the issuer failed to pay the first interest on 31 March 2016 in the manner required (transfer to registered account or mailed cheque to registered address), the default continued beyond the 5‑day cure period and thus constituted a payment default under Condition 8(i) entitling the noteholder to require early redemption (notice served 16 August 2016); conversely, the 2019 suspension did not breach Clause 2.2 because that warranty was given as at agreement/completion and did not survive beyond Completion, so suspension was not an event of default under Condition 8(iii).
15 Feb 2016

TIN LIK v. DEUTCHE BANK AG AND OTHERS

Citation

TIN LIK v. DEUTCHE BANK AG AND OTHERS
Court

Court of First Instance
Case number

HCCL17/2011

The court found on full evidence that a sophisticated False Documentation Scheme was perpetrated by the vendor's team, that the plaintiff (Tin) was aware of and participated in/approved the scheme, that the Bank and Manager did not know of or cause the fraud and had conducted proper due diligence, that the 7 September 2007 letter was a valid binding agreement (including the conclusive-certificate mechanism) and operated to render the HK$278,526,708 non-recoverable, and that the Manager/Trustee validly exercised set-offs leaving a net judgment payable to the plaintiff of HK$10,899,727; accordi…
2 Jun 2015

VAGAS LANE LTD v. KUTHOOR SHANTY BERNARD

Citation

VAGAS LANE LTD v. KUTHOOR SHANTY BERNARD
Court

Court of First Instance
Case number

HCA1589/2011

The court found on the balance of probabilities that (1) Vagas Lane proved breach of the contractual warranties by the vendor and is entitled to damages totaling HK$940,099.26 to reflect amounts paid to settle undisclosed liabilities; (2) the alleged oral side agreements (issuance of bonus shares or HK$10m payment) did not exist and evidence for them was not credible or corroborated; (3) FA Finance proved the HK$7m payment was an unsecured loan advanced on condition of a signed loan agreement which was not executed and therefore, on restitutionary grounds (total failure of consideration and m…
12 Aug 2013

HUA TYAN DEVELOPMENT LTD v. ZURICH INSURANCE CO LTD AND ANOTHER

Citation

HUA TYAN DEVELOPMENT LTD v. ZURICH INSURANCE CO LTD AND ANOTHER
Court

Court of Appeal
Case number

CACV190/2012

The Court of Appeal held the DWT warranty was not inconsistent with naming the vessel and the Insurer was entitled to rely on breach of that warranty; the trial judge's findings on non-disclosure and presumed knowledge of the Insurer could not be sustained. Accordingly the insurer's appeal was allowed, the judgment against the Insurer was set aside, and, because the trial judge had found the Broker liable in the alternative, judgment was entered against the Broker for the insured sum.
30 Oct 2012

HUNG FUNG ENTERPRISES HOLDINGS LTD AND ANOTHER v. THE AGRICULTURAL BANK OF CHINA

Citation

HUNG FUNG ENTERPRISES HOLDINGS LTD AND ANOTHER v. THE AGRICULTURAL BANK OF CHINA
Court

Court of Appeal
Case number

CACV235/2010

The application for leave was dismissed because the plaintiffs' claim was for unliquidated damages and not a claim to a particular property or proprietary right under s22(1)(a); the conversion argument lacked factual foundation given concurrent findings and the law on conversion is settled; discretionary leave under both limbs of s22(1)(b) was refused and costs were awarded to the defendant.
20 Jul 2012

HUA TYAN DEVELOPMENT LTD v. ZURICH INSURANCE CO LTD AND ANOTHER

Citation

HUA TYAN DEVELOPMENT LTD v. ZURICH INSURANCE CO LTD AND ANOTHER
Court

Court of First Instance
Case number

HCA480/2009

The application was refused because the Broker failed to give a credible or convincing explanation for the admissions and therefore did not demonstrate good faith; on that basis the court exercised its discretion against permitting withdrawal of the admissions.