2 Jul 2021
DA SHING GROUP LTD v. RICH PROMISE LTD
- Citation
- [2021] HKCA 960
- Court
- Court of Appeal
- Case number
- CACV126/2020
The Court held the HK$30,000,000 paid as "定金" was earnest money refundable when no formal sale and purchase agreement was concluded: clause 5 only converts the sum into part payment if a formal agreement is made; there is no express provision making the deposit non-refundable; the MOU was an imprecise negotiated compromise and surrounding commercial context did not support the deposit being consideration for the binding obligations; deleted earlier drafts were inadmissible or of no weight. Therefore the defendant must return the Subject Sum and the appeal was dismissed.