Hong Kong Case Law: Decisions & Judgments | LexChat

Hong Kong Case Law

Due diligence

  • 12 Sept 2025

    DA VINCI (HK) LTD v. WONG CHI SUN AND OTHERS

    Citation
    [2025] HKCFI 4140
    Court
    Court of First Instance
    Case number
    HCA1600/2017

    On the totality of the credible documentary and oral evidence, including contemporaneous ledgers, bank records, email trails and credible testimony (notably Wong), the court found the impugned transfers were authorized and undertaken for legitimate commercial purposes of the DV Group (currency exchange, PR/settlement, refunds of deposits, inter-company debt settlement), that plaintiffs failed to prove dishonest assistance or knowing receipt or breach of fiduciary duty on balance of probabilities, and that adverse inferences from plaintiffs' non-disclosure and failure to call key witnesses fur…

  • 24 Jan 2025

    KONG LING AND ANOTHER v. CHAN CHI WAH

    Citation
    [2025] HKCFI 474
    Court
    Court of First Instance
    Case number
    HCA1846/2024

    Defendant breached Clause 5 by failing to deliver material company documents and breached Clause 9 by failing to provide the Proforma Accounts at least five days before completion; both obligations were conditions/time of the essence. Plaintiffs validly accepted repudiation on 13 August 2024. There were no triable issues; summary judgment was appropriate. Plaintiffs are entitled to return of the deposit, damages for wasted expenditure, interest and costs.

  • 21 Jan 2025

    WAN MING SUN v. WONG HOI KWAN AND ANOTHER

    Citation
    [2025] HKCFI 394
    Court
    Court of First Instance
    Case number
    HCMP1408/2023

    Clause 5 was a condition and, being time‑bound under Clause 20, defendants repudiated the PASP by failing to deliver company documents; plaintiff validly accepted the repudiation on 8 May 2023; Clause 16(b) is not a penalty and is enforceable; plaintiff is entitled to return of deposits, liquidated damages equal to the deposits and a lien on the company shares; costs follow the event.

  • 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.

  • 12 Dec 2024

    TANG YANG v. QIU SHICHANG

    Citation
    [2024] HKDC 2086
    Court
    District Court
    Case number
    DCCJ2922/2022

    Clause 8 applies where the vendor failed to complete in accordance with the agreement; the defendant breached clauses 5(e) and 5(f) and those provisions are best characterised as intermediate terms (capable of fundamental breach); the breaches were fundamental and undermined the contract, entitling the plaintiff to terminate and to the refund of deposits and liquidated damages; alternatively the agreement contained an implied term that completion was subject to the purchaser's reasonable satisfaction of due diligence and that was breached, producing the same result.

  • 10 Apr 2024

    WANG SHUAI v. ZHANG QIAOHUI

    Citation
    [2024] HKCA 304
    Court
    Court of Appeal
    Case number
    CACV275/2023

    The subject warranties that no tenancies existed were clear representations of existing fact at the date of the SPA; those warranties were breached because the tenancies pre‑dated the SPA, preventing fulfilment of the conditions precedent in Clauses 2.1.5/2.1.6; Clauses 2.4 and 2.5 do not permit remediation of pre‑existing breaches so as to defeat rescission; the defendant failed to raise a triable issue or adduce admissible evidence to the contrary; accordingly the appeal is dismissed and summary judgment stands.

  • 12 Jan 2024

    HIGH ROUTE LTD v. WONG CHUNG KAI

    Citation
    [2024] HKCFI 75
    Court
    Court of First Instance
    Case number
    HCA320/2019

    The Court refused to imply a subjective due diligence termination right because it was unnecessary, vague, inconsistent with express contractual remedies (Clause 8) and would rewrite the parties' bargain; the Schedule 2 clauses expressly precluded any requisition or objection to the identified DLO defect and therefore the defect did not justify non-completion; alleged breach of Clause 3(g)/Companies Ordinance was at best an innominate or minor breach and did not entitle rescission; on the facts the plaintiff repudiated the agreement and the defendant lawfully accepted repudiation and is entit…

  • 20 Dec 2023

    BONDS GROUP COMPANY LTD v. KWAN DANIEL AND OTHERS

    Citation
    [2023] HKCA 1365
    Court
    Court of Appeal
    Case number
    CACV6/2023

    The Court held the LOI was not a binding contract for the sale and purchase of the shareholding because essential terms and material documents remained to be agreed; the LOI was binding only as to the due diligence obligations; Clause 10b must be read to govern breaches of the due diligence part (not limited to Clause 10a alone); the Judge’s factual finding that the parties reached a settlement in the May 31 conversation was open to him and not plainly wrong; the plaintiff had not pleaded or relied upon damages calculated under Clause 10b at trial and could not raise it late, so only nominal…

  • 5 Dec 2023

    ZEUS AIRCRAFT OWNER 2 LTD AND ANOTHER v. POLAR PAY LTD

    Citation
    [2023] HKDC 1674
    Court
    District Court
    Case number
    DCCJ6509/2020

    On the balance of probabilities the defendant acted bona fide and without notice: it operated pursuant to a recognised 'Settlement Approach' with a licensed MSO without a bank account, performed KYC/CDD consistent with AMLO Guideline and industry practice, and did not act in a commercially unacceptable way; plaintiffs failed to prove notice or impropriety so all causes of action failed.

  • 9 Aug 2023

    WANG SHUAI v. ZHANG QIAOHUI

    Citation
    [2023] HKCFI 2067
    Court
    Court of First Instance
    Case number
    HCA64/2019

    The appeal was dismissed because the undisputed existence of the Car Park Leases at the date of the SPA constituted a breach of the express warranties and of Clause 2.1.5 (which required warranties to be true from the date of the SPA through completion), Clause 2.5 does not permit the vendor unilaterally to remedy breaches of Clause 2.1.5 within 7 business days without a waiver by the purchaser, CWY's due diligence opinion was not a prerequisite to rescission, the defendant produced no credible evidence of earlier termination of the leases, and therefore summary judgment was correctly granted…