Hong Kong Case Law: Decisions & Judgments

Topic

Sham transactions

Legal area

Court

3 Jun 2025

VPOWER GROUP HOLDINGS LTD v. CRRC HONG KONG CAPITAL MANAGEMENT CO LTD

Citation

[2025] HKCFI 2388
Court

Court of First Instance
Case number

HCMP1551/2024

Leave to appeal refused because plaintiffs have no reasonable prospect of success: trial judge's findings that the Alleged Understanding was unproven and that the Finance Lease Agreements were not loans in substance were well supported by the evidence; the alleged collateral arrangement was excluded by the written terms (Clause 19) and by the lack of cogent evidence; issues about MLO exemptions were academic given absence of a loan; arguments on repayment schedules and Guarantee did not establish an arguable appeal point.
2 Aug 2024

RICH REGION HOLDINGS LTD v. GOLD BRILLIANT INVESTMENT LTD AND OTHERS

Citation

[2024] HKCFI 2034
Court

Court of First Instance
Case number

HCMP1764/2023

The documented loan agreement and purported share charge were sham instruments created as a pretext to sequester Gold Brilliant’s shares; no monies were advanced by Great Bliss, the charge was inoperative, and consequently the assignment to Seashore conveyed no legal or equitable interest in the shares; therefore declarations that the loan and charge were shams and that Seashore acquired no interest are warranted, and specified sums remain due from Gold Brilliant to Rich Region and Concept Pioneer.
22 Feb 2023

POLYLINE DEVELOPMENT LTD v. CHING LIN CHUEN AND OTHERS

Citation

[2023] HKCA 235
Court

Court of Appeal
Case number

CACV139/2021

The Court of Appeal allowed the appeal in part: the Recorder's strike-out was set aside except for the unlawful means conspiracy claim and that part of the constructive trust claim based on conspiracy. The Recorder was wrong to strike out the resulting trust and other claims on the ground that the transfers were authorised by the plaintiff's pleaded business model (demurrability) and wrong to sustain strike-out on contractual estoppel at this stage; conspiracy pleaded without agreement particulars was properly struck out; limitation and discovery issues raised factual disputes unsuitable for…
23 Nov 2022

LEUNG PING CHIU, ROY, appointed by Order dated 12 May 2020 to represent the ESTATE OF YANG FOO-OI, since deceased v. WAI WAI CHEN AND ANOTHER

Citation

[2022] HKCA 1730
Court

Court of Appeal
Case number

CACV241/2016

Leave to appeal was refused because none of the proposed questions raised arguable points of law of general or public importance: the sham and fiduciary duty findings were supported by concurrent factual findings and established legal principles; issues of undue influence, family arrangements and causation do not disclose novel points meriting final appellate consideration; the application to admit fresh evidence failed the Ladd v Marshall criteria and Noble v Owens remittal was inapplicable; non-joinder and alleged concealment were fact-sensitive and insufficient to render the trial unfair.
16 Jun 2022

LAI YIU KEUNG v. KE JUN XIANG

Citation

[2022] HKCFI 1798
Court

Court of First Instance
Case number

HCA336/2019

Plaintiff failed to prove the alleged HKD 1,000,000 loan; both loan agreements were shams designed to disguise the true interest on a HKD 5,000,000 loan which was HKD 1,200,000 (effective rate exceeding the statutory limit); therefore the agreement was illegal under s24 MLO and unenforceable, warranting dismissal of the plaintiff's claim and an order for costs in favour of the defendant.
6 Apr 2022

CHIU RICKY TONG v. EAGLE BRIGHT PROPERTY DEVELOPMENT COMPANY LTD AND OTHERS

Citation

[2022] HKCFI 872
Court

Court of First Instance
Case number

HCA520/2019

Eagle Bright's appeal was dismissed because, following its striking off and dissolution, it lacked capacity to continue the appeal and no explanation supported continuation; the Laws failed to raise a credible, particularised defence to repayment of the $5.9m principal (their denial of the Disputed Verbal Agreement was not believable and they did not identify an alternative transaction), and s.25 MLO did not establish a triable issue that would render the principal irrecoverable, therefore summary judgment/interim payment was properly granted and the Laws' appeal was dismissed; costs ordered…
31 Dec 2021

LI LAP WAI v. LEE TIN CHOI also known as LI TIN CHOI AND ANOTHER

Citation

[2021] HKCFI 3923
Court

Court of First Instance
Case number

HCA2287/2014

Although the development agreements were illegal and could not be relied on to found beneficial title, the plaintiff established proprietary estoppel by 'standing by' because strangers (developer and plaintiff/family) expended money and took possession in the belief they had rights, the first defendant knew of their belief and acquiesced, and it would be unconscionable for the first defendant to assert resulting trust; accordingly the Transfer was voidable and must be set aside and title restored to the plaintiff; the Purported GPA was not established to have been procured by actionable misre…
15 Jul 2021

OSMAN MOHAMMED ARAB AND ANOTHER v. NG SHUI CHING, IRENE AND ANOTHER

Citation

[2021] HKCFA 23
Court

Court of Final Appeal
Case number

FAMV95/2021

Leave to appeal refused because the proposed questions were case-specific rather than of great general or public importance, the applicant's case sought to challenge concurrent factual findings properly reached by the trial judge and upheld by the Court of Appeal, and several arguments relied on were unpleaded so could not be entertained on appeal absent miscarriage of justice.
28 Jun 2019

MOK MEI LING REKEI v. LAU MUK FAT

Citation

[2019] HKCFI 1647
Court

Court of First Instance
Case number

HCMP944/2018

A registrable lis pendens must be shown to affect an interest in land in a way that registration or non‑registration will alter priority; summary relief to vacate registrations is available to persons with an interest in the property where the lis pendens is not bona fide or otherwise registrable under the statutory test.
8 Apr 2019

CENTRAL SOUTHWOOD LTD v. MA WAI KIN AND ANOTHER

Citation

[2019] HKDC 457
Court

District Court
Case number

DCCJ3343/2016

On a provisional assessment the defendants' evidence could well be believed at trial that the loan transaction was a domestic arrangement cloaked as a PRC loan to avoid the MLO, the choice of PRC law was not bona fide, and therefore the principal loan and the indemnity may be unenforceable; accordingly the 1st Defendant established a meritorious defence and the regular judgment and charging order must be set aside and discharged and leave given to defend.