Hong Kong Case Law: Decisions & Judgments

Topic

Total failure of consideration

Legal area

Court

19 Nov 2025

NOBLESEED PARTNERS LTD v. ZHANG QIAN QIAN

Citation

[2025] HKCFI 5633
Court

Court of First Instance
Case number

HCA706/2020

The summons for a stay of execution was dismissed because the defendant failed to demonstrate a strong prospect of success on appeal and failed to discharge the burden of proving the appeal would be rendered nugatory absent a stay; absent evidence of the plaintiff's inability to repay and given the fact‑sensitive and arguable nature of the grounds, the balance favoured refusing the stay and awarding costs to the plaintiff.
31 Oct 2025

LEUNG YUN MING ROGER v. LIU SHING KIN also known as DR. FRANCIS K. LIU AND ANOTHER

Citation

[2025] HKCFI 5218
Court

Court of First Instance
Case number

HCA2091/2023

The Termination Notice, served within the MOU six‑month term and which foreclosed the Plaintiff's opportunity to seek an alternative buyer, amounted to repudiation accepted by the Plaintiff; separately, the combined Deposit and First Payment (HK$3,850,000) far exceeded the conventional 10% deposit and the vendor failed to show exceptional circumstances justifying forfeiture under Polyset; accordingly the Plaintiff is entitled to repayment of those sums. The defendant is entitled to unconditional leave to defend the residual claims and costs were summarily assessed.
10 Sept 2025

RED ASSET MANAGEMENT LTD AND ANOTHER v. SANCUS GROUP LTD AND ANOTHER

Citation

[2025] HKCFI 4166
Court

Court of First Instance
Case number

HCA1493/2022

The application for a stay pending appeal was dismissed because the appeal did not demonstrate the requisite strength to justify stay (only arguable at best) and the applicant failed to provide credible evidence of a real risk that the judgment sum would be irrecoverable from the plaintiffs; accordingly no stay was granted and costs were ordered against the applicant.
20 Feb 2025

NOBLESEED PARTNERS LTD v. ZHANG QIAN QIAN

Citation

[2025] HKCFI 753
Court

Court of First Instance
Case number

HCA706/2020

The plaintiff failed to prove renunciation or anticipatory breach because the Service Agreement contained no project-specific instructions or milestones and the obligation did not require the defendant to initiate performance without instruction; however there was a total failure of consideration because the defendant earned no unconditional right to payment, therefore restitution was available and the defendant was ordered to pay HK$4,004,000 to the plaintiff.
23 Jan 2025

RED ASSET MANAGEMENT LTD AND ANOTHER v. SANCUS GROUP LTD AND ANOTHER

Citation

[2025] HKCFI 432
Court

Court of First Instance
Case number

HCA1493/2022

The STA, read in context of the MOU and accompanying documents, established that the Total Consideration was paid for the transfer of shares in the Target Company (45.0295%); transfers concerning BOAIFS were dealt with separately and did not form part of the bargained-for performance for the Total Consideration; because D1 had transferred no Target Company shares to plaintiffs there was a total failure of consideration and no credible triable issue was shown, final judgment and restitution were ordered.
12 Dec 2024

RE GOLDSTONE HOLDINGS LTD

Citation

[2024] HKCFI 3598
Court

Court of First Instance
Case number

HCCW609/2024

The court refused to strike out the second and third causes because the claims that allotment must occur within a reasonable time (and that delay may constitute repudiation) and that total failure of consideration/unjust enrichment gives rise to a debt are legally tenable and raise evidential disputes for trial; the first cause (no contract) was unsustainable and was struck out.
13 Mar 2024

WONG YAN YAN AND ANOTHER v. HUI MAN FAN CINDY aka HUI MIU AND OTHERS

Citation

[2024] HKDC 424
Court

District Court
Case number

DCCJ778/2021

The Default Judgment was set aside because the change of the company's registered office only became effective upon filing Form NR1 on 1 March 2021, and the writ served by ordinary post on 24 February 2021 was properly treated as deemed served seven days after posting (5 March 2021) meaning service was after the effective change and therefore irregular; additionally, even if service were regular the 3rd defendant demonstrated a real prospect of success on the merits. Despite inordinate delay and notice issues, the balance favoured setting aside the Default Judgment but no costs were awarded o…
1 Mar 2024

KING MOUNTAIN INVESTMENTS LTD AND ANOTHER v. TANG YUK LING DOBE AND ANOTHER

Citation

[2024] HKCFI 606
Court

Court of First Instance
Case number

HCA257/2023

The appeal is dismissed and the 2nd Defendant is granted unconditional leave to defend because the 2nd Defendant has demonstrated an arguable real defence: it is reasonably arguable there was no total failure of consideration given the express terms apportioning development risk to the Plaintiffs and the absence of an express obligation on the 2nd Defendant to procure villagers' performance, and there are triable factual issues (construction of the Agreements, knowledge and alleged misrepresentation). The defence of illegality was not established as a clear bar on restitution on the papers an…
1 Dec 2023

WONG, CHI HUNG v. LO, WING PUN AND ANOTHER

Citation

[2023] HKDC 1663
Court

District Court
Case number

DCCJ1960/2019

Leave to appeal was granted for grounds raising substantial questions of law of general importance and prospect of success (Grounds 1 and 2 on application of Ryder and Emeraldian, Ground 6B on relevance of practical enforcement of foreign law, and Ground 9 as incidental to Foreign illegality analysis); leave was refused where issues were factual, academic or without reasonable prospects (pleading points, total failure of consideration already established, no‑subversion academic given that finding, identification/confiscation factual issues and expert credibility challenges). The court applied…
20 Oct 2023

NGAN, WANG SANG t/a TIN WO TONG MEDICINE, also known as TIN WO TONG MEDICINE HONG v. CHANG BO KWONG CHRIS AND ANOTHER

Citation

[2023] HKDC 1496
Court

District Court
Case number

DCCJ23/2021

Court found on balance that Madam Ngan acted as agent for the plaintiff, the Amended Refund Clause made time of the essence for delivery on 23 March 2020, defendants breached the agreement by failing to deliver, there was a total failure of consideration making defendants unjustly enriched and liable in restitution for HK$180,000, a resulting trust operated in favour of the plaintiff against the 1st defendant, Quistclose trust not established (no segregation evidence), constructive trust not pursued; judgment entered for plaintiff with interest and costs.