Hong Kong Case Law: Decisions & Judgments

Topic

Sale and purchase agreement

Legal area

Court

27 Apr 2026

GIANT HARVEST LTD v. NAN HAI CORPORATION LTD AND ANOTHER

Citation

[2026] HKCFI 2034
Court

Court of First Instance
Case number

HCA2632/2018

Court implied terms into the SPA requiring each party to use best or reasonable endeavours to agree the Closing Audit within six months of Closing Date or within a reasonable time thereafter (no later than one year), because without such an implication the SPA would lack commercial and practical coherence; True Vision breached that implied obligation by failing to engage and provide adequate particulars within the reasonable period, therefore BDO's Closing Audit was held final and binding for calculation of the Total Price and the Third Guarantee Amount (US$37,434,469). The court further held…
18 Aug 2025

SHUM YEUNG v. CHAN CHOI HAR IVY AND OTHERS

Citation

[2025] HKCFI 1877
Court

Court of First Instance
Case number

HCA547/2014

The court exercised its discretion to refuse a last-minute adjournment and proceeded with the trial with the defendants self-represented; by agreement between the parties the court accepted that no Browne v Dunn point would be taken against the unrepresented defendants, and the court treated written admissions and declarations adduced in evidence as admissible and central to the factual assessment of allegations including forgery and the disputed termination of the SPA.
24 Jul 2025

HILL CONCEPT LTD v. YUEN YUN OR FORMERLY KNOWN AS YUEN TIN YUN

Citation

[2025] HKDC 1255
Court

District Court
Case number

DCCJ4215/2023

The application for leave to appeal was dismissed because the defendant failed to demonstrate a reasonable prospect of success or any other compelling interest of justice: no new or persuasive grounds were advanced, no reliable medical evidence supported the claimed incapacity, and the applicant did not show that the Judge’s factual findings were plainly wrong or that relevant evidence was overlooked.
22 Jul 2024

TO YUNG SING HERMAN v. SZETO CHAK MEI AND OTHERS

Citation

[2024] HKCFI 1897
Court

Court of First Instance
Case number

HCMP2741/2016

Although Plaintiff was overall successful in the assessment, he lost key, substantial issues (valuation date and redevelopment basis) that materially increased the length and cost of the assessment; the court may apportion costs for issues lost even where overall success obtained, and on that basis the Order Nisi reducing Plaintiff's costs entitlement to 50% was appropriate and will not be varied; Plaintiff's summons is dismissed and he must pay the costs of the summons.
21 Apr 2022

HO TIN HONG v. CHAN YUK LIN

Citation

[2022] HKDC 349
Court

District Court
Case number

DCCJ4325/2020

Defendant failed to provide timely and sufficient evidence to rebut the presumption of non-execution or to show that the Company validly executed the Release before completion; there was no arguable defence that the completion date was validly postponed; accordingly the vendor repudiated the SPA, the purchaser validly rescinded on 31 July 2020 and is entitled to summary judgment for return of deposits with interest and costs (less a specified reduction); equitable lien not granted because it would affect a third party purchaser not before the court.
18 Jan 2021

CHINA AGRI PRODUCTS EXCHANGE LTD v. WANG XIU QUN AND ANOTHER

Citation

[2021] HKCFI 137
Court

Court of First Instance
Case number

HCA1807/2011

The court held the SPAs were validly completed and MOFCOM approval remained effective; defendants were estopped from denying fulfilment of conditions precedent; expert evidence established substantial inflation in Management Accounts and plaintiff overpaid RMB 510,000,000 for 90% of BSZ; plaintiff entitled to set-off HK$54,211,000 under the profit guarantee against Wang's instrument; defendants' counterclaim for reversal/rescission dismissed; land-related breaches merited only nominal damages on the evidence; allegations that plaintiff instigated falsification were rejected; even on alternati…
30 Dec 2020

WINLAND MORTGAGE LTD AND OTHERS v. STAR RAINBOW INVESTMENTS LTD

Citation

[2020] HKCFI 3163
Court

Court of First Instance
Case number

HCA1509/2015

Plaintiffs lacked standing to recover the HK$4.55m because Winland had reassigned and released rights in the sale proceeds on completion and no cause of action vested in Winland, the receivers or liquidators in their own right; application to join or substitute LBL was denied because s35 Limitation protections and the conditions for joinder were not satisfied; defendant proved a collateral agreement with Winland and the receivers authorizing deduction of the sum on completion even absent a lease; unjust enrichment, estoppel and trust claims failed. Consequently plaintiffs' claim dismissed and…
1 Dec 2020

KU KWOK YING (古國英) in his personal Capacity and in his capacity as one of the Administrators of the Estate v. KU KWOK MING (古國明) in his personal capacity and in his capacity as one of the Administrators of the Estate AND OTHERS

Citation

[2020] HKCFI 3023
Court

Court of First Instance
Case number

HCMP1698/2019

The SPA, though conditional, had the effect of changing the nature of the testator's interest so that by the time of death the testator no longer had sole legal and beneficial ownership of the Property; therefore the specific devise was adeemed and the Property (or its monetary equivalent) falls into the residuary estate.
27 Jul 2020

FUJITA MORIYUKI v. TONG XIAOSHENG

Citation

[2020] HKCFI 1768
Court

Court of First Instance
Case number

HCA1128/2017

The appeal is dismissed because Tong failed to raise any credible triable issues: the Locked Debt Claim is inherently improbable and legally barred by the SPA (entire agreement and exclusion clauses) and inadequate pleading; the Vehicle Claim lacks factual basis, legal duty and mutuality for equitable set-off; Tong failed to particularise defences adequately, so summary judgment was properly entered.
17 Apr 2019

NGAI LEUNG TOMMY v. SUNG NGAI YEUNG AND ANOTHER

Citation

[2019] HKCFI 983
Court

Court of First Instance
Case number

HCA35/2015

The court accepted P's uncontradicted evidence that he accepted the assignment of the D1 loan at a monthly interest rate of 4.5% and found that D1 had failed to repay the loan, establishing D1's indebtedness to P at the accepted rate; other factual defenses (e.g. inability to effect sale of property) did not displace P's claim on the balance of probabilities.