Hong Kong Case Law: Decisions & Judgments | LexChat

Topic

Incorporation of regulatory codes into contracts

Legal area

Court

9 Sept 2022

SHINE GRACE INVESTMENT LTD v. CITIBANK, N.A. AND ANOTHER

Citation

[2022] HKCA 1341
Court

Court of Appeal
Case number

CACV483/2018

On the facts and contractual matrix the court affirmed the trial judge: Clause 5.1 did not incorporate the SFC Code so as to impose contractual advisory duties; the contractual documents and objective evidence negate any common‑law assumption of responsibility by Citibank to advise on suitability beyond providing information; the bank did not breach duties and causation was not established; Ms Lai validly agreed to suspend BSI’s termination notices and had authority; accordingly all appeals were dismissed.
9 Sept 2022

BONDS & SONS INTERNATIONAL LTD v. CITIBANK, N.A.

Citation

[2022] HKCA 1341
Court

Court of Appeal
Case number

CACV485/2018

Clause 5.1 of the MDA did not incorporate the SFC Code so as to impose enforceable contractual advisory duties; on the facts and in context of the contractual disclaimers (MDA, RDS, General Terms, Confirmations and TIPs) Citibank did not assume a common law duty to advise Shine Grace on suitability and MTM exposure; disclosures were adequate; causation not established and the judge’s factual findings were not plainly wrong; BSI’s termination instructions were suspended by Ms Lai (who had authority) and therefore guarantees were not terminated.