Hong Kong Case Law: Decisions & Judgments

Topic

Escrow arrangements

Legal area

Court

21 Jun 2024

PURPLE SURGICAL UK LTD v. WIN BILLION INVESTMENT GROUP LTD AND OTHERS

Citation

[2024] HKCFI 1643
Court

Court of First Instance
Case number

HCA1600/2020

The judge found on the undisputed fund flows, documentary evidence and untruthful testimony of Mr Wu that Win Billion and Mr Wu knowingly represented they would perform the SPA and escrow instructions, induced Purple Surgical to pay the Earnest Money, and misapplied funds; deceit and fraudulent misrepresentation were established and Mr Wu, as the controlling mind of Win Billion, is personally liable; conspiracy involving Smart Up was also made out; judgment was entered for Purple Surgical for USD9,523,231.40 and existing injunctions were continued with costs ordered on an indemnity basis (cer…
24 Feb 2021

PURPLE SURGICAL UK LTD v. WIN BILLION INVESTMENT GROUP LTD AND OTHERS

Citation

[2021] HKCFI 430
Court

Court of First Instance
Case number

HCA1600/2020

At the interlocutory stage the plaintiff demonstrated a good arguable case on the pleaded contract and equitable claims, produced evidence of substantial unexplained transfers from the escrow that support an inference of misapplication and risk of dissipation, failed explanations by defendants were insufficient to dispel that risk, leave to amend the statement of claim was granted, and continuation and variation of Mareva and proprietary injunctions were appropriate to preserve assets and allow trial of the issues.
30 Oct 2019

DELCO PARTICIPATION B.V. v. CHIHO-TIANDE GROUP LTD AND ANOTHER

Citation

[2019] HKCFI 2646
Court

Court of First Instance
Case number

HCA3040/2015

On interlocutory assessment the plaintiff established a good arguable case on its primary claims; relevant assets (the Escrow Fund of HK$64,067,118) are within the jurisdiction; having regard to the defendants' obstructive conduct in related BVI proceedings and evidence from Green Elite liquidators that distributions lacked lawful basis, there is a real risk of dissipation if the escrow is released; the balance of convenience favours preserving the escrow on agreed terms; accordingly Mareva relief should be granted and no fortification of the cross‑undertaking is ordered.
4 Jul 2019

HASHFUTURE HOLDINGS LTD v. ZHANG TIANHAO

Citation

[2019] HKDC 896
Court

District Court
Case number

DCMP2827/2018

The originating summons was dismissed because no cause of action had arisen and the declarations sought were premature and would amount to advisory opinions; the plaintiff failed to plead or prove any breach and the contractual clauses relied upon required plaintiff verification rather than imposing an obligation on the defendant, rendering the proceedings misconceived.
20 Apr 2018

IP PUI LAM ARTHUR AND ANOTHER v. HO YUK WAH DAVID (a bankrupt) AND OTHERS

Citation

[2018] HKCFI 455
Court

Court of First Instance
Case number

HCA2587/2017

The ex parte order was discharged because material non-disclosure (failure to disclose the discontinued earlier proceedings and not producing the Opposing Affirmation) and self-induced delay undermined the integrity of the ex parte application; however, on the merits there remained a serious issue to be tried as to beneficial ownership of the DFIL shares (notably the Joint Announcement attached to the escrow deed) and, on balance of convenience and the risk of dissipation, a proprietary injunction should be re-granted with modifications to preserve the Assessed Amount, with specified costs or…
26 Jan 2015

WILLIAM THOMSON v. ROLAND JOHN JEANS AND ANOTHER

Citation

WILLIAM THOMSON v. ROLAND JOHN JEANS AND ANOTHER
Court

District Court
Case number

DCCJ3388/2005

Leave to appeal refused because the applicant failed to show reasonable prospects of success; the court correctly assessed objective circumstances (including matters known only to the solicitor) to conclude there was no mutual intention to create a Quistclose trust, rejected the uncertainty contention regarding the unsigned shareholders agreement, and held that solicitors receiving payment from a non-client are not automatically required to seek clarification from the third party or return funds.
14 May 2013

WAI SHUN CONSTRUCTION CO LTD (IN LIQUIDATION) v. FITZROYA FINANCE CO LTD

Citation

WAI SHUN CONSTRUCTION CO LTD (IN LIQUIDATION) v. FITZROYA FINANCE CO LTD
Court

Court of First Instance
Case number

HCA2051/2004

Though substantial periods of inactivity existed, both sides bore responsibility for delay (notably the defendant's deregistration overlapped complained periods), Fitzroya failed to establish prejudice of a kind that would defeat a fair trial (no evidence of taken proofs or irretrievable loss of material evidence), breaches of orders were minor or excused, and delay alone did not amount to abuse of process; therefore the strike out applications were dismissed.
9 Jun 2010

WANG RUIYUN v. GEM GLOBAL YIELD FUND LTD

Citation

WANG RUIYUN v. GEM GLOBAL YIELD FUND LTD
Court

Court of First Instance
Case number

HCCL16/2006

Defendant breached the linked ELC, Escrow and Side Letter agreements by failing to accept and pay for deposited shares and by dumping shares which depressed market price; the draft unsigned Closing Notice was ineffective; the proper pricing period excludes the period after dumping began (9 Feb–1 Mar 2006), producing an average closing price of HK$0.2348, and damages computed by the contractual formula net of amounts received equal HK$128,351,291.56; interest at judgment rate and full indemnity costs were awarded.
20 May 2003

ONG YIP CHUNG AND OTHERS v. TERRACE ON THE PEAK (HONG KONG) LTD

Citation

ONG YIP CHUNG AND OTHERS v. TERRACE ON THE PEAK (HONG KONG) LTD
Court

Court of Appeal
Case number

CACV410/2002

The court found on the facts that the defendant had not accepted the plaintiffs' application by conduct nor communicated acceptance; the plaintiffs validly withdrew before acceptance; the HK$2,000,000 was paid in contemplation of a contract that never came into existence and was held in escrow, so the defendant must refund the money despite having used it; appeal dismissed.