Hong Kong Case Law: Decisions & Judgments

Topic

Implied terms (business efficacy)

Legal area

Court

6 Aug 2021

TECHNIC STAR UNIVERSAL LTD v. DOREL JUVENILE GROUP, INC.

Citation

[2021] HKCFI 2284
Court

Court of First Instance
Case number

HCA208/2015

The court found Tiny Love Israel had, by stopping or withholding shipments and by purporting to cancel certain purchase orders, committed repudiatory breaches entitling Technic Star to the unpaid contract prices for Lists A, B and C and to damages for outstanding frame order quantities under an implied term obliging Tiny Love to place corresponding purchase orders (first part). The 'zeroing' of pre-2012 positive balances was rejected. List D quantum was insufficiently particularized so only nominal damages awarded. Technic Star was entitled to judgment against Tiny Love USA for delivered prod…
19 Oct 2015

ARKO SHIP LEASING LTD (formerly known as ARKO SATELLITE LTD) AND ANOTHER v. WINSMART INTERNATIONAL SHIPPING LTD AND ANOTHER

Citation

ARKO SHIP LEASING LTD (formerly known as ARKO SATELLITE LTD) AND ANOTHER v. WINSMART INTERNATIONAL SHIPPING LTD AND ANOTHER
Court

Court of First Instance
Case number

HCAJ213/2009

Court found the 1st Plaintiff was the undisclosed principal of the 2nd Plaintiff for these dealings but there was no clear trade practice requiring declaration of container tare weight, no implied contractual term obliging Winsmart to supply gross container weight, and no proven misrepresentation by Winsmart or Sinokor; the vessel sank due to overloading (gross container weight exceeded the prudent 80% DWT guideline) and master error; accordingly Plaintiffs' claims failed and Defendants' counterclaims succeeded against the 1st Plaintiff.
17 Jul 2012

HONG JING CO LTD v. ZHUHAI KWOK YUEN INVESTMENT CO LTD

Citation

HONG JING CO LTD v. ZHUHAI KWOK YUEN INVESTMENT CO LTD
Court

Court of Appeal
Case number

CACV63/2011

Court of Appeal held that the MOU imposed more than a mere lock-out: defendant had an implied contractual duty to use its best or reasonable endeavours in good faith to procure agreement with BOCGI and, in the contractual context, a fiduciary-like duty arose given plaintiff's dependence and defendant's control of negotiations; Asset Proof (bank reference plus HK$50m earnest) was not a condition precedent to commence defendant's obligations; exclusivity was not extended by implication and estoppel was not established; trial judge had failed to make critical factual findings (notably on double…
14 Feb 2006

MAK KANG HOI v. HO YUK WAH DAVID

Citation

MAK KANG HOI v. HO YUK WAH DAVID
Court

Court of Appeal
Case number

CACV375/2004

The Court of Appeal upheld the trial judge's construction of the February 1997 letters as the written agreement: the defendant was obliged to repay the plaintiff an amount equivalent to the value of listed company shares proportionate to the plaintiff's investment (calculated by reference to the second tranche issue price), and the contract necessarily included an implied term that an IPO/listing would occur within a reasonable time; the defendant's inconsistent and implausible evidence justified rejecting his alternative characterisations, and the appeal was dismissed.
23 Feb 2004

TIKEN LTD v. BRIERLEY INVESTMENTS LTD

Citation

TIKEN LTD v. BRIERLEY INVESTMENTS LTD
Court

Court of First Instance
Case number

HCCL87/2000

The court held that the fact of the low settlement alone (HK$78m from HK$496m) is insufficient as a particular to establish a breach of the contractual obligation to use all reasonable endeavours to maximize Gross Contract Income; accordingly the specific proposed paragraphs and counterclaim alleging that breach were disallowed while the rest of the revised defence amendments were permitted.
27 Nov 1997

LOHAN ASSOCIATES, INC. v. HSIA & ASSOCIATES LTD.

Citation

LOHAN ASSOCIATES, INC. v. HSIA & ASSOCIATES LTD.
Court

Court of First Instance
Case number

HCA8817/1995

Plaintiff was entitled to judgment for unpaid invoices because it performed contractual services and the attempted variation (July 1995 fax) did not create an enforceable obligation excusing payment or imposing a new positive duty to attend a meeting; the Defendant failed to prove an oral or implied term contrary to the written agreement, failed to show breach of any enforceable contractual obligation by Plaintiff, and failed to establish causation and quantum for its counterclaim, which is therefore dismissed.
15 Mar 1995

DAEDALUS BLU LTD. v. LESHONS ENTERPRISES LTD.

Citation

DAEDALUS BLU LTD. v. LESHONS ENTERPRISES LTD.
Court

Court of First Instance
Case number

HCCL155/1993

Defendant failed to make available goods conforming to contractual requirements by the final extended shipment date; plaintiff validly accepted a repudiatory breach and is entitled to the pleaded damages (US$15,723.10) and a declaration of indemnity against claims by the buyer, with liberty for further directions on quantification if disputes arise.

Hong Kong Case Law

TECHNIC STAR UNIVERSAL LTD v. DOREL JUVENILE GROUP, INC.

ARKO SHIP LEASING LTD (formerly known as ARKO SATELLITE LTD) AND ANOTHER v. WINSMART INTERNATIONAL SHIPPING LTD AND ANOTHER

HONG JING CO LTD v. ZHUHAI KWOK YUEN INVESTMENT CO LTD

MAK KANG HOI v. HO YUK WAH DAVID

TIKEN LTD v. BRIERLEY INVESTMENTS LTD

LOHAN ASSOCIATES, INC. v. HSIA & ASSOCIATES LTD.

DAEDALUS BLU LTD. v. LESHONS ENTERPRISES LTD.