6 Jan 2025
HIGH ROUTE LTD v. WONG CHUNG KAI
- Citation
- [2025] HKCA 42
- Court
- Court of Appeal
- Case number
- CACV51/2024
The Court refused to imply the plaintiff's proposed due diligence and completion terms because the strict necessity test was not met: the PSP already allocated risk and remedies by express terms (clauses 3, 4, 7 and 8 and schedule 2), implying the terms would contradict and rewrite the commercial bargain; the proposed terms were unnecessary for commercial coherence and lacked pleading and temporal/ scope limits; consequently the plaintiff's refusal to complete amounted to repudiation which the defendant validly accepted, entitling forfeiture of deposits.