Hong Kong Case Law: Decisions & Judgments

Topic

Conditions precedent

Legal area

Court

7 Mar 2025

RE PAUL Y. CONSTRUCTION COMPANY, LTD

Citation

[2025] HKCFI 1108
Court

Court of First Instance
Case number

HCCW10/2025

Paragraph 4(14) of the Order dated 21 February 2025 plainly authorises the Provisional Liquidators to terminate, complete, perfect, novate or assign contracts where such action is necessary to protect the Company's assets and manage its affairs; consequently the Provisional Liquidators may execute the Proposed Agreements for contract EP/SP/221/22 to effect the transfer of the Company's JVA interest.
24 Jan 2025

KONG LING AND ANOTHER v. CHAN CHI WAH

Citation

[2025] HKCFI 474
Court

Court of First Instance
Case number

HCA1846/2024

Defendant breached Clause 5 by failing to deliver material company documents and breached Clause 9 by failing to provide the Proforma Accounts at least five days before completion; both obligations were conditions/time of the essence. Plaintiffs validly accepted repudiation on 13 August 2024. There were no triable issues; summary judgment was appropriate. Plaintiffs are entitled to return of the deposit, damages for wasted expenditure, interest and costs.
4 Nov 2024

RE YUZHOU GROUP HOLDINGS COMPANY LTD

Citation

[2024] HKCFI 3098
Court

Court of First Instance
Case number

HCMP1068/2024

The court sanctioned the Scheme because it was for the permissible purpose of restructuring an insolvent group, the Scheme meetings were properly convened and approved by the requisite statutory majorities, the two-class division was appropriate given materially different rights, the Explanatory Statement and Supplement provided sufficient information, the third‑party releases were limited to those necessary for implementation with carve-outs for fraud and wilful misconduct, and outstanding Restructuring Conditions were likely to be satisfied within a reasonable period; Hong Kong had sufficie…
13 Sept 2024

TOP GEAR INVESTMENT LTD AND OTHERS v. PACM GROUP (HOLDINGS) LTD

Citation

[2024] HKCFI 2347
Court

Court of First Instance
Case number

HCA1999/2023

The Break Fee was a primary obligation under the Term Sheet and Deeds of Indemnity and therefore not a penalty; the factual complaints about newly imposed conditions and sabotage were not reasonably arguable on the evidence and the conditions (signed release, subordination) were within the parties' contemplation; challenged phrases were not part of the binding terms so uncertainty is irrelevant; accordingly summary judgment was appropriate for PACM on its HK$6.8m counterclaim and the plaintiffs' claim was struck out.
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.
13 Dec 2023

WANG YUEXIAN v. XINYANG MAOJIAN GROUP LTD formerly known as CHINA ZENITH CHEMICAL GROUP LTD

Citation

[2023] HKCFI 3236
Court

Court of First Instance
Case number

HCA231/2022

The defendant failed to raise any arguable or believable triable defence to the claim for $5,500,000; the proposed Clause 5.2 defence and the fresh evidence were inadmissible or not credible on the Ladd v Marshall standard; partial summary judgment could be granted notwithstanding reliance on aspects of the defendant's purported case; accordingly the appeal was dismissed and summary judgment for $5,500,000 was upheld.
24 Oct 2023

孫名林對劉開展

Citation

[2023] HKCFI 2739
Court

Court of First Instance
Case number

HCA147/2016

Court found on the totality of evidence that an oral shareholders' agreement and a trust/nominee arrangement existed whereby defendant held 25% of the company shares on trust for plaintiff; the vesting conditions were those reflected in the second draft supplemental agreement and the plaintiff had, in the court's view, satisfied the three conditions; accordingly defendant must transfer 25 shares to plaintiff and is restrained from dealing with them.
9 Aug 2023

WANG SHUAI v. ZHANG QIAOHUI

Citation

[2023] HKCFI 2067
Court

Court of First Instance
Case number

HCA64/2019

The appeal was dismissed because the undisputed existence of the Car Park Leases at the date of the SPA constituted a breach of the express warranties and of Clause 2.1.5 (which required warranties to be true from the date of the SPA through completion), Clause 2.5 does not permit the vendor unilaterally to remedy breaches of Clause 2.1.5 within 7 business days without a waiver by the purchaser, CWY's due diligence opinion was not a prerequisite to rescission, the defendant produced no credible evidence of earlier termination of the leases, and therefore summary judgment was correctly granted…
7 Dec 2022

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

Citation

[2022] HKCFI 3672
Court

Court of First Instance
Case number

HCCL7/2014

The RFs contained express conditions precedent (receipt of deposits by specified dates) and those conditions were not satisfied; accordingly the RFs never became effective and no payment obligations under them arose. Separately, defendant breached the Contract's exclusivity clause by entering into and selling seats under the Hainan charter, for which plaintiff proved loss; plaintiff is awarded damages for that breach in RMB 21,997,814.37 plus interest and costs.
7 Dec 2022

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

Citation

[2022] HKCFI 3672
Court

Court of First Instance
Case number

HCA1635/2012

The reservation forms were conditional and only became effective upon plaintiff's receipt of the specified deposits; because defendant never paid the deposits the RFs never became effective and no payment obligations under them arose. Separately, defendant breached the Contract's exclusivity clause by entering the Hainan Agreement and selling chartered seats, causing foreseeable loss; plaintiff proved mitigation losses for the First and Second Rotations in RMB21,997,814.37. The alleged implied term requiring production of slot approvals was not established and, in any event, was not breached.…