Hong Kong Case Law: Decisions & Judgments

Topic

Sale of shares

Legal area

Court

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.
18 Oct 2021

LO MING CHI CHARLES AND ANOTHER v. FULLPOWER INVESTMENT HOLDINGS CORP. AND ANOTHER

Citation

[2021] HKCFI 3073
Court

Court of First Instance
Case number

HCA1937/2014

The court found the alleged oral agreement to be inherently improbable, unsupported by contemporaneous documents and inconsistent with the SFC's treatment of any favourable repayment arrangement as a 'special deal'; accordingly there was no estoppel. The chargee lawfully exercised its contractual and equitable powers to sell the charged shares, acted in good faith and obtained a reasonable market price. Judgment therefore entered for the plaintiffs for the outstanding loan and costs.
30 Aug 2021

KWOK KA MAN BARBARA AND ANOTHER v. LI YUK LAN AND ANOTHER

Citation

[2021] HKCFI 2519
Court

Court of First Instance
Case number

HCA320/2020

Because defendants defaulted on liability and the HK$2,500,000 was pleaded and established as Route Consideration forming part of the purchase price for business routes and goodwill, plaintiffs were entitled to recover that sum. No deduction was made for plaintiffs' four months' use because there was no evidence of any fixed term or measurable lifetime of the routes and no proper basis to apportion the one-off routes purchase price. Claims for December 2017 income and licence appreciation were inconsistent with awarding the Route Consideration and were inadequately proved, and therefore dismi…
28 Jan 2021

MEGA HONOUR HOLDINGS LTD v. 李森田 AND OTHERS

Citation

[2021] HKCFI 149
Court

Court of First Instance
Case number

HCA1131/2015

The court found on the facts that the alleged representation was not proved, that Mr Wang acted for Nanye (so any alleged reliance by him was not attributable to the plaintiff), and that by 27 November 2014 the 2nd defendant had not evinced an intention not to be bound; accordingly the Agreement was not discharged by breach and the plaintiff's claims (misrepresentation and total failure of consideration) were dismissed.
5 May 2020

HUNG ON NI v. LAU CHUNG HOI

Citation

[2020] HKCFI 744
Court

Court of First Instance
Case number

HCA826/2017

The plaintiff proved entitlement to the claimed sum on the basis of two written documents signed by the defendant; even if the October Deed was unsealed it nevertheless took effect as a contract between the parties; accordingly the plaintiff was entitled to judgment for HK$26,100,000 inclusive of agreed interest and handling charges, interest to run at judgment rate(s) from the date of judgment, the defendant's counterclaim was dismissed and costs were awarded to the plaintiff and to the 3rd defendant on the counterclaim.
29 Nov 2018

SUNG CHUNG KWUN AND ANOTHER v. ADDCHANCE HOLDINGS LTD AND OTHERS

Citation

[2018] HKCFI 2512
Court

Court of First Instance
Case number

HCA2385/2017

The court declined summary judgment because material disputes of fact and credibility existed as to the existence, terms and effect of the alleged oral CRA and SSA and whether fiduciary duties were breached by the defendant's acquisition of the debts; those disputes must be resolved at trial rather than on summary judgment.
22 May 2015

GALAXY CHINA DEEP VALUE FUND v. TANG JUN AND OTHERS

Citation

GALAXY CHINA DEEP VALUE FUND v. TANG JUN AND OTHERS
Court

Court of First Instance
Case number

HCA1630/2011

Plaintiffs were not obliged to mitigate while specific performance orders were in force and their duty to mitigate arose only after those orders were discharged by consent on 28 November 2014; there was no available market for the 1.5 million consolidated Put Option Shares at any relevant time and the shares had only nominal residual value; damages assessed as contract re‑purchase price (US$0.55 per pre‑consolidated share) less a nominal residual value of US$1,000 per plaintiff's holding, yielding awards of US$2,199,000 to P1, US$879,000 to P2 and US$219,000 to P3; interest at judgment rate f…
20 May 2014

KINETICS MEDICAL AND HEALTH GROUP COMPANY LTD AND OTHERS v. DR TSE IVAN CHEONG YAU

Citation

KINETICS MEDICAL AND HEALTH GROUP COMPANY LTD AND OTHERS v. DR TSE IVAN CHEONG YAU
Court

Court of Appeal
Case number

CACV228/2013

The Addendum created a temporary suspension (grace period) of payment obligations while specified trigger events persisted but did not extinguish the defendant's liability; the grace period ended by April 2010 when triggers ceased or obligations to provide support ended, the defendant could not indefinitely postpone payment by failing to agree adjustments, the defendant's damages were limited and were set off against the Balance Price, and therefore the appeal was dismissed and the judgment below upheld.
8 May 2014

MILLION HONOUR TRADING LTD v. MAK LAI HING DAISY AND ANOTHER

Citation

MILLION HONOUR TRADING LTD v. MAK LAI HING DAISY AND ANOTHER
Court

Court of First Instance
Case number

HCA1852/2009

The court held that (1) the Outstanding Documents were not necessary to prove good title to the Share where the register and share certificate established prima facie title, (2) there was no proved Extension Agreement, (3) time was of the essence and the defendants repudiated the Provisional Agreement by failing to complete on 14 August 2009, and (4) the firm was negligent for adopting an erroneous conveyancing approach, insisting on originals and failing to advise the clients of the real risk that its view was wrong; consequential relief follows as ordered.
7 Oct 2013

KINETICS MEDICAL AND HEALTH GROUP COMPANY LTD AND OTHERS v. DR TSE IVAN CHEONG YAU

Citation

KINETICS MEDICAL AND HEALTH GROUP COMPANY LTD AND OTHERS v. DR TSE IVAN CHEONG YAU
Court

Court of First Instance
Case number

HCA1115/2010

The court found that the Dec06 and Mar07 agreements and the Addendum were made such that a grace/cushion period was contractually available if the clinic's net income fell below the agreed TNI (HK$53,000/month) and/or if plaintiffs failed to provide adequate support. The defendant validly exercised the grace period but only to suspend payments; Clause 3 (agreement to compromise amount/date) was too uncertain to extinguish payment obligations. The defendant's counterclaim for Ortho Support Loss fell within the Albazero/Johnson exceptions to the no-reflective-loss rule and was allowed. Net resu…