Hong Kong Case Law: Decisions & Judgments

Topic

Letter of intent

Legal area

Court

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…
29 May 2023

BONDS GROUP CO LTD v. KWAN DANIEL AND OTHERS

Citation

[2023] HKCFI 1396
Court

Court of First Instance
Case number

HCA1861/2017

Court varied the costs order nisi: defendants awarded 60% of their costs on a party and party basis up to and including 14 March 2019 (expert costs excluded); defendants awarded 80% of their costs on an indemnity basis from 15 March 2019 to 12 December 2022 (expert costs excluded); interest at 6% p.a. from 15 March 2019 to 12 December 2022; no order as to costs of the application. The variation was justified because the plaintiff failed to do better than the sanctioned payment, RHC Order 22 r.23 prima facie applied, and the court exercised discretion considering reasonableness, public interes…
12 Dec 2022

BONDS GROUP CO LTD v. KWAN DANIEL AND OTHERS

Citation

[2022] HKCFI 3674
Court

Court of First Instance
Case number

HCA1861/2017

The LOI was a binding contract despite some missing dates because the parties intended to be bound and the LOI furnished a sufficiently workable framework; Clause 10b is confined to breaches under clause 10 (in particular the prohibition in clause 10a against negotiating with third parties) rather than applying to all breaches of the LOI; the court found that by the 31 May 2017 conversation the parties had reached a consensus that compensation would be measured under Clause 10b, but the plaintiff failed to plead or particularise a damages case under Clause 10b at trial and therefore is limite…
22 Jul 2020

BAGUIO GREEN GROUP LTD v. 上海亘远环保股份有限公司 AND OTHERS

Citation

[2020] HKCFI 1934
Court

Court of First Instance
Case number

HCA1848/2017

The 2nd Defendant, as guarantor, is liable to repay the refundable deposit under the Letter of Intent; no defence was advanced and contemporaneous documents show liability; therefore judgment is entered for the Plaintiff for the outstanding balance.
18 Sept 2017

BONDS GROUP CO LTD v. KWAN DANIEL AND OTHERS

Citation

BONDS GROUP CO LTD v. KWAN DANIEL AND OTHERS
Court

Court of First Instance
Case number

HCA1861/2017

On the evidence the Letter of Intent was at the latest terminated by the plaintiff's clear acceptance of the defendants' repudiation by letter dated 5 June 2017; consequently there was no subsisting contract capable of specific performance and no serious issue to be tried on that claim, so the interlocutory application for injunctions was dismissed.
9 Mar 2016

CHEE CHEUNG HING & CO LTD v. ZHONG RONG INTERNATIONAL (GROUP) LTD

Citation

CHEE CHEUNG HING & CO LTD v. ZHONG RONG INTERNATIONAL (GROUP) LTD
Court

Court of First Instance
Case number

HCA1454/2015

The court found there was a prima facie and plainly arguable case that a binding arbitration agreement existed because the Letter of Intent together with the Tender and the parties' subsequent conduct (performance under the Main Contract terms from April 2012 to May 2015) indicated acceptance and intention to be bound; accordingly, under s20 the court must stay the proceedings and refer the dispute to arbitration.
2 Dec 2011

MICHAEL ALEXANDER TRZECIESKI AND ANOTHER v. KAI GRUENENWALD

Citation

MICHAEL ALEXANDER TRZECIESKI AND ANOTHER v. KAI GRUENENWALD
Court

Court of First Instance
Case number

HCA910/2011

The court refused the stay because the plaintiffs' claim is based on the LoI, which is a separate legally binding instrument that does not contain an arbitration clause and is not an amendment or exhibit of the MoU; the intent to arbitrate could not be inferred into the LoI.
8 Jul 2010

JETS TECHNICS LTD v. THE HONG KONG JOCKEY CLUB

Citation

JETS TECHNICS LTD v. THE HONG KONG JOCKEY CLUB
Court

Court of Appeal
Case number

CACV11/2010

Read in context and having regard to the parties' conduct, the Letter of Intent and related correspondence amounted to TOP's acceptance of JETS as the nominated subcontractor such that the parties proceeded on the basis of a subcontract; the claim against the Jockey Club was therefore untenable and constituted an abuse of process; the appeal is dismissed and the strike out order below is upheld.
16 Dec 2009

JETS TECHNICS LTD v. THE HONG KONG JOCKEY CLUB

Citation

JETS TECHNICS LTD v. THE HONG KONG JOCKEY CLUB
Court

Court of First Instance
Case number

HCCT23/2009

The LOI, properly construed in its factual and contractual context, only nominated Jets as sub-contractor and allowed it to proceed; it did not, absent an express provision, impose on the Employer a direct obligation to pay the nominated sub-contractor where the ordinary contractual relationship and conduct showed the Main Contractor accepted and treated Jets as nominated sub-contractor; accordingly the Plaintiff's claim against the Employer fails and must be dismissed.
11 Nov 2005

CLINTON ENGINEERING LTD v. TRIDANT ENGINEERING CO LTD

Citation

CLINTON ENGINEERING LTD v. TRIDANT ENGINEERING CO LTD
Court

Court of First Instance
Case number

HCCT98/1999

The LOA was authentic and conferred authority on Mansion China to act as Clinton's agent; Clinton was therefore an undisclosed principal and entitled to sue on the Sub-Contract (LOI). Certain LC payments acknowledged in Ready System's 3 April 1995 letter could be deducted, producing a net shortfall of HKD 30,760,162.25 as at November 1995, but that shortfall did not amount to a repudiatory breach and Clinton did not evince an intention not to be bound by the Sub-Contract.