Hong Kong Case Law: Decisions & Judgments

Topic

Implied terms in contract

Legal area

Court

3 Jul 2024

THE INCORPORATED OWNERS OF SUN HING BUILDING v. JOIN PROFIT (HONG KONG) LTD AND ANOTHER

Citation

[2024] HKCA 589
Court

Court of Appeal
Case number

CACV106/2023

The court held the 2002 Agreement did not bear an implied term permitting the Incorporated Owners to unilaterally terminate the arrangement at will by reasonable notice; on proper construction termination is permitted only by reasonable notice where a legitimate need to restore the original configuration exists; the IO's 2018 notice was therefore ineffective to terminate the Agreement and the Lands Tribunal's orders for demolition/reinstatement were set aside, with the IO's application dismissed (the Tribunal's dismissal of Join Profit's counterclaim was retained).
3 Jul 2024

THE INCORPORATED OWNERS OF SUN HING BUILDING v. JOIN PROFIT (HONG KONG) LTD AND ANOTHER

Citation

[2024] HKCA 589
Court

Court of Appeal
Case number

CAMP189/2023

The Court of Appeal allowed the appeal: the 2002 Agreement did not imply a unilateral right for the Incorporated Owners to terminate at will by reasonable notice. On proper construction an implied right to terminate exists only where a party has a legitimate need to restore the original configuration; the IO's blanket six-month termination notice was ineffective to terminate the Agreement and the Lands Tribunal order for reinstatement is set aside and the IO's application dismissed (save that the Tribunal's dismissal of Join Profit's counterclaim is retained).
13 Apr 2022

DRAGON WORKSHOP LTD AND ANOTHER v. TREASURE EXPRESS INDUSTRIAL LTD AND ANOTHER

Citation

[2022] HKDC 310
Court

District Court
Case number

DCCJ4006/2018

The court refused the plaintiffs' claim to recover the costs of their initial written submissions but found that the defendants' belated substitution of a revised draft occasioned avoidable additional costs; accordingly the costs order nisi was varied so that the plaintiffs pay 80% of the defendants' costs of their written submissions and the plaintiffs pay the costs of and occasioned by the defendants' summons dated 11 February 2022, taxed if not agreed, with no order as to the costs of this variation application.
18 Feb 2021

WOO WAN MAN SUSANA v. SUNFLOWER TRAVEL SERVICE LTD

Citation

[2021] HKCFI 339
Court

Court of First Instance
Case number

HCSA35/2020

Leave refused because the adjudicator's primary findings were factual and lawful: no evidence existed that the defendant knew of country-specific stricter requirements or of the non-immigration stamps; claimant did not request a passport check; the conditions for implying a contractual Duty to Advise were not met; s5 SSITO did not impose the asserted proactive advisory duty on these facts; the adjudicator's costs exercise was within discretion. No error of law shown and no prospect of success on appeal.
17 May 2017

傅玉桂對詹偉文

Citation

傅玉桂對詹偉文
Court

District Court
Case number

DCCJ714/2016

The usage agreement necessarily and reasonably included implied conditions that the occupier must use the land and any temporary structures in accordance with the government's registration and lease conditions; the defendant altered the registered structures so they no longer matched Land Department records, thereby breaching those implied conditions which were conditions entitling the plaintiff to terminate; the defendant's asserted proprietary title was legally untenable and a 2004 third‑party representation did not excuse the breach; plaintiff validly terminated by notice and is entitled t…
11 Feb 2014

HUA NING INDUSTRIES LTD v. BEST LEADER ENGINEERING LTD

Citation

HUA NING INDUSTRIES LTD v. BEST LEADER ENGINEERING LTD
Court

Court of Appeal
Case number

CACV157/2013

The appeals were dismissed because the deputy judge correctly applied the legal tests: the suggested implied term failed because it was unnecessary for business efficacy and would be defeated by express terms; the factual findings that no equipment was wrongfully removed and that the auction was properly conducted and not at an undervalue were supported by the evidence and not plainly wrong; the guarantors remained liable; and the proposed amendments to pleadings were unarguable.
18 Sept 2000

SECRETARY FOR JUSTICE v. THE HONGKONG & YAUMATI FERRY CO. LTD. AND ANOTHER

Citation

SECRETARY FOR JUSTICE v. THE HONGKONG & YAUMATI FERRY CO. LTD. AND ANOTHER
Court

Court of First Instance
Case number

HCA15329/1999

The court refused to decide the issues under Order 14A because material disputed facts central to the question of implied terms and contractual construction (including alleged assurances, customary land premium assessment practice and the extent of defective pile works and rectification) required trial determination; accordingly the Order 14A application and the related strike out application under Order 18 r.19 were dismissed.
14 Dec 1999

EMERSON RADIO CORPORATION v. THE COMMISSIONER OF INLAND REVENUE

Citation

EMERSON RADIO CORPORATION v. THE COMMISSIONER OF INLAND REVENUE
Court

Court of Final Appeal
Case number

FACV6/1999

Because counsel for Emerson conceded that the royalty agreement should be taken to include an implied licence to use the Hong Kong registered trade mark where necessary for manufacture of goods in Hong Kong, royalties attributable to goods manufactured in Hong Kong were receipts for the use of a trade mark in Hong Kong within s.15(1)(b) and therefore taxable; no further apportionment between US and Hong Kong use was required or practicable, and the Court dismissed both the Commissioner's appeal to tax all royalties and Emerson's cross-appeal seeking to avoid tax entirely.
1 Mar 1995

THOMAS ARTHUR CHAPMAN v. THAI AIRWAYS INTERNATIONAL LTD.

Citation

THOMAS ARTHUR CHAPMAN v. THAI AIRWAYS INTERNATIONAL LTD.
Court

Court of First Instance
Case number

HCSA1/1995

The Court held that the adjudicator lacked good and sufficient reason to transfer the simple lost-luggage claim to the District Court; the possibility of issues as to implied IATA resolutions did not render the matter sufficiently complex to justify exclusion from the Small Claims Tribunal, and therefore the claim was remitted to the Tribunal and costs awarded to the claimant.
31 Jul 1986

HANG TAK COMPANY LIMITED v. THE ATTORNEY GENERAL

Citation

HANG TAK COMPANY LIMITED v. THE ATTORNEY GENERAL
Court

Court of First Instance
Case number

HCA2567/1983

The grant of Lot 3338 carried two necessary implied terms as of the relevant date (13 Oct 1978): (1) plaintiff to be given actual possession within a reasonable time from the deemed possession date (28 Feb 1979); (2) defendant to provide vehicular access by extending Kau Wah Keng Approach Road at least northerly to point X so as to enable the development and lawful use of carparks. Government breached both implied terms, plaintiff did not waive its rights, and plaintiff proved loss of profits on a residual valuation such that damages of HK$62,000,000 are awarded.