Hong Kong Case Law: Decisions & Judgments

Topic

Condition precedent

Legal area

Court

11 May 2026

CHINA MINSHENG BANKING CORP., LTD., HONG KONG BRANCH v. TOP POWER ENTERPRISES LTD AND OTHERS

Citation

[2026] HKCFI 2698
Court

Court of First Instance
Case number

HCA265/2020

Defendants failed to prove the existence of the alleged oral agreement; key defendants' witnesses were found unreliable and incredible, contemporaneous documentation and subsequent negotiated amendment deeds and repayment conduct were inconsistent with the alleged condition precedent, and the suggested commercial terms were inherently improbable; accordingly the alleged oral condition precedent did not exist and judgment was entered for the plaintiff with interest under the Facility Agreement.
16 Dec 2025

MG CHARTER LTD v. BEIJING CAISSA INTERNATIONAL TRAVEL SERVICE CO, LTD

Citation

[2025] HKCA 1129
Court

Court of Appeal
Case number

CACV2/2023

The Contract (Customer Contract, Reservation Forms and Supplemental Agreement) was valid and binding on execution; the deposit provisions are conditions precedent to performance or promissory conditions on the defendant (not conditions preventing formation); accordingly the defendant was obliged to pay the specified deposits and weekly payments and breached those payment obligations; remedies (including quantification of damages and issues of waiver) are remitted to the trial judge for determination.
30 Jun 2025

CHAN CHUN KUEN AND ANOTHER v. GANG PIAO JIA LTD AND ANOTHER

Citation

[2025] HKCFI 2781
Court

Court of First Instance
Case number

HCA2783/2018

The court held that the buyback right in Clauses 3.12 and 4.3 is enforceable and not subject to the alleged condition precedents; GPJ failed to prove consensual termination at the October 2016 meeting; Chan is entitled to specific performance for the repurchase at HK$2,000,000; Lau did not validly resign and remained a director and breached fiduciary duties by operating a competing business and must account for profits and be restrained.
20 Mar 2025

SILVER VALUE GLOBAL LTD v. CHEUNG TAK WAH trading as MING KEE MACHINE ENGINEERING CO

Citation

[2025] HKDC 473
Court

District Court
Case number

DCCJ659/2019

The court found the invoice was the operative written contract and rejected the alleged oral agreements as not proved; the term '自來' in the invoice was properly interpreted to mean parts to be supplied by the Plaintiff, and reasonable time for performance was suspended until those Plaintiff‑provided parts and contractual payments were furnished; Plaintiff therefore wrongfully terminated the contract and was not entitled to refund of the deposit; Defendant proved costs to complete and was awarded the net balance HK$598,000 plus interest and costs.
25 Oct 2024

CHOI KEI LTD v. DAVID DECORATION LTD

Citation

[2024] HKDC 1737
Court

District Court
Case number

DCCJ3882/2021

The Acceptance Letter and contemporaneous quotations and dealings did not contain clear or unambiguous words creating a condition precedent or pay-when-paid term; the parties agreed prices for additional works (including at the 23 October 2019 site meeting); there was insufficient pleading or evidence of any customary ‘payment on account’ practice and no pleaded counterclaim for alleged contra-charges — accordingly Defendant's defences failed and judgment was entered for Plaintiff for HK$2,624,155.55 with interest and costs.
16 Aug 2024

CHINA INDUSTRIAL SECURITIES INTERNATIONAL BROKERAGE LTD v. LOU YI

Citation

[2024] HKCFI 2127
Court

Court of First Instance
Case number

HCA1073/2021

The appeal is allowed and unconditional leave to defend is granted because the defendant demonstrated triable issues on construction (whether Clause 6 operates as a condition precedent to Clause 3) and on discharge (bad faith, negligence/connivance, and substantial variation/forbearance), and the cumulative factual matrix including related proceedings constitutes "some other reason" requiring trial; therefore the Master’s conditional payment‑into‑court order was set aside.
22 May 2024

TDC CAPITAL SOLUTION LTD v. WONG SUNG KING DOROTHY AND OTHERS

Citation

[2024] HKCFI 1373
Court

Court of First Instance
Case number

HCA1598/2022

The SOC was demurrable because it failed to plead how the SPAs, which materially differed from the Conditions in the Service Agreement, satisfied those Conditions or otherwise triggered the Service Fee; however the plaintiff's alternative construction of the contract was not bound to fail and therefore the proper remedy was to strike out the SOC with leave to amend rather than dismiss the action.
10 May 2024

NUOXI CAPITAL LTD (IN LIQUIDATION IN THE BRITISH VIRGIN ISLANDS) v. PEKING UNIVERSITY FOUNDER GROUP COMPANY LTD

Citation

[2024] HKCA 445
Court

Court of Appeal
Case number

CACV184/2023

The Court of Appeal held that the judge erred in dismissing the three claims in HCA 778/2021, HCA 1418/2021 and HCA 1442/2021; clause 2.2 is a defence/qualification requiring PUFG to prove inability to obtain approvals, not a condition precedent destroying liability; the Administrator is not an 'Approval Authority' under the deeds; alternative modes of performance were not conclusively excluded on the evidence; accordingly declarations were granted that PUFG breached the relevant Keepwell Deeds on 16 April 2020 and became liable for specified US dollar sums.
7 Mar 2024

X AND ANOTHER v. ZCo

Citation

[2024] HKCFI 695
Court

Court of First Instance
Case number

HCCT33/2023

The tribunal did not fail to deal with any issue put to it: the Condition Precedent and Tax defences were not pursued at the arbitration hearing, omitted from the agreed list of issues and from submissions, and in any event could not have changed the outcome on the evidence; there was no denial of due process or public policy breach and the application to set aside the award is dismissed; costs to be paid by X and YCo on an indemnity basis.
28 Sept 2023

CHINA MINSHENG BANKING CORP LTD HONG KONG BRANCH v. TOP POWER ENTERPRISES LTD AND OTHERS

Citation

[2023] HKCFI 2469
Court

Court of First Instance
Case number

HCA265/2020

Expert valuation was not relevant or necessary because the central issues were existence of an oral agreement and satisfaction of a condition precedent—questions of factual credibility and subjective belief which could be resolved from pleadings and witness statements; the proposed valuation was of limited and unverifiable probative value, disproportionate in cost and delay, and therefore the Master correctly refused the expert directions and the appeal is dismissed.