Hong Kong Case Law: Decisions & Judgments

Topic

Construction of contractual clauses

Legal area

Court

22 Oct 2021

CASTLE GLOBAL LTD v. IP TAI HOI PAUL

Citation

[2021] HKCA 1540
Court

Court of Appeal
Case number

CACV255/2020

On an objective reading of the 27 February and 11 March correspondence the plaintiff did not unequivocally affirm the Agreement because it expressly reserved its rights and treated the defendant's non‑delivery of accounts as continuing repudiatory breaches; clause 16(b) is plain in its wording and applies to a vendor's failure to complete however caused, entitling the purchaser to a refund of the deposit and payment of an equivalent sum; appeal dismissed.
3 Jun 2021

RE NIMBLE HOLDINGS CO LTD formerly known as THE GRANDE HOLDINGS LTD

Citation

[2021] HKCFI 1668
Court

Court of First Instance
Case number

HCCW177/2011

Clause 3.2 did not include the Scheme Administrators' costs and, independently, the sanctioned scheme expressly and separately defined and treated scheme administration costs apart from restructuring costs; therefore the Company cannot recover the Scheme Administrators' fees from the funds held in court and the summons for payment out is dismissed.
25 Apr 2017

ELITE DRAGON LTD v. BEL GLOBAL RESOURCES HOLDINGS LTD

Citation

ELITE DRAGON LTD v. BEL GLOBAL RESOURCES HOLDINGS LTD
Court

Court of First Instance
Case number

HCCL8/2014

The BN Statement contained material misrepresentations: shipments 2,5 and 6 were fictitious and shipments 4 and 7 were not from the Mine as defined in the Acquisition Agreement. Clause 3.5 does not render an invalid or non-conforming Draft Quarterly Supply Statement conclusive; the Draft must comply with the definition of Mineral Resources (nickel from the Mine). Stephen knew the BN Statement was false and procured its presentation; Sunny, responsible for mining finance, either knew or was recklessly blind to the falsity and breached fiduciary duties. Consequently BG was entitled to rescind t…
18 Sept 2015

聯基新樓業主立案法團 v. YAN YAN MOTORS LTD

Citation

聯基新樓業主立案法團 v. YAN YAN MOTORS LTD
Court

Court of First Instance
Case number

HCSA10/2015

The DMC conferred only limited, qualified rights on the developer to use the External Walls for specified purposes which do not amount to exclusive possession or exclusive right to use/occupation/enjoyment; accordingly the Deputy Adjudicator did not err in holding the developer was not solely liable for maintenance of the External Walls, did not misplace the burden of proof, and the appeals are dismissed.
15 Dec 2006

LUK STANLEY HO CHANG v. FOOK MAN FINANCE CO LTD

Citation

LUK STANLEY HO CHANG v. FOOK MAN FINANCE CO LTD
Court

Court of Appeal
Case number

CACV131/2006

Clause 18 covers resolutions or notices existing at the contract date that impose responsibility on owners to carry out repairs even if the exact quantum is not yet determined; the 4 July 2005 resolutions therefore imposed liability on the vendor to bear its share and the purchaser was entitled to insist on the vendor discharging or securing that liability (including by stakeholding/undertaking) before being obliged to tender the full balance; accordingly the Court upheld the declarations below and dismissed the appeal.
9 Mar 2005

HANG SENG BANK LTD v. GOLDEN TECH (ASIA) LTD AND OTHERS

Citation

HANG SENG BANK LTD v. GOLDEN TECH (ASIA) LTD AND OTHERS
Court

Court of Appeal
Case number

CACV262/2004

The appeal was allowed because the constructional point whether an individual co-guarantor can unilaterally terminate a continuing guarantee raised a substantial question of law and fact requiring full trial and inquiry into receipt dates; accordingly the 3rd defendant was granted leave to defend and further evidence was admitted on appeal.
20 Oct 2000

THE BANK OF TOKYO-MITSUBISHI, LTD. v. LEE HOI KWONG

Citation

THE BANK OF TOKYO-MITSUBISHI, LTD. v. LEE HOI KWONG
Court

Court of Appeal
Case number

CACV407/2000

Clause 5, properly construed, required written notice to the guarantor to trigger liability; Clause 9 preserved that requirement and did not displace it; the notice requirement was not solely for the guarantor's benefit and thus could not be unilaterally waived; and no estoppel or consensual waiver arose on the facts because there was no shared assumption or detrimental reliance by the appellant.
18 May 2000

DAWKINS LTD. v. SOURCE HOLDINGS LTD.

Citation

DAWKINS LTD. v. SOURCE HOLDINGS LTD.
Court

Court of Appeal
Case number

CACV73/2000

The Court held there were arguable triable issues: clause 3 may be void for uncertainty but a collateral shareholders' agreement and estoppel could preclude immediate repayment; consequently summary judgment was inappropriate and the dispute should proceed to trial, so the appeal was dismissed.
12 Mar 1998

IPCO INSITUFORM (SE ASIA) PRIVATE LTD. v. KWAN TANG CONSTRUCTION CO. LTD.

Citation

IPCO INSITUFORM (SE ASIA) PRIVATE LTD. v. KWAN TANG CONSTRUCTION CO. LTD.
Court

Court of First Instance
Case number

HCCT129/1997

The written admissions and agreements by Kwan Tang and Mr Lam unequivocally precluded them from contesting recovery of the admitted debts; clauses 3 and 7 of the October agreement could be read harmoniously to limit Kwan Tang's entitlement and allocate surplus to IPCO; the guarantee and cheque were enforceable on breach; defendants failed to establish any arguable defence or sufficiently particularised set-off, so summary judgment was warranted.
1 Dec 1997

LEE SIU WAI FLORENCE v. PRIWAY INVESTMENTS LTD

Citation

LEE SIU WAI FLORENCE v. PRIWAY INVESTMENTS LTD
Court

Court of First Instance
Case number

HCA6282/1997

Clause 21 could not be invoked because no requisition was made within the seven working day period and the Vendor failed to give the mandatory seven days' notice prior to completion; additionally the Vendor was at fault for failing to disclose the prior purported agreement lodged after the Agreement and did not prove grounds of difficulty, delay or expense, so it could not rely on rescission; Clauses 32 and 33 preserve the Purchaser's rights to specific performance and damages; therefore the appeal failed.