Hong Kong Case Law: Decisions & Judgments

Topic

Joint venture agreement

Legal area

Court

2 Nov 2023

LONG SING UNION ENGINEERING LTD v. MA CHI KI aka KEITH MA AND ANOTHER

Citation

[2023] HKCFI 2833
Court

Court of First Instance
Case number

HCA1873/2019

The court found on balance that Lee and Ma entered the JV Agreement (as varied) and formed the Company; LSP (through Ma) and Lee acted so as to create both an express trust and a common intention constructive trust such that LSP held the four Projects and all income derived from them on trust for the Company; Ma breached fiduciary duties in causing payments and attempting to divert benefits; defendants must account for all income subject to deduction of Direct Expenses, 50% of Legitimate Indirect Expenses for the Relevant Period and any profit tax, and must pay out the stakeholder funds and p…
15 Sept 2023

WONG MAN YU AND ANOTHER v. XIE DAPHNE PEI WEN

Citation

[2023] HKCFI 2272
Court

Court of First Instance
Case number

HCA746/2014

The court preferred the plaintiff’s credible account and found no cogent evidence of a common intention that Lap Shun held a beneficial interest in Tai Wo Shop; the additional registered ownership was for parental assurance/security and not a transfer of beneficial ownership; the alleged August 2002 Agreement did not exist; accordingly Tai Wo Shop is held on trust for the plaintiff absolutely; Discovery Park Property is held on trust as tenants in common in equal shares and remedies including transfer and sale were ordered.
19 May 2023

ESPORTS BUSINESS DEVELOPMENT LTD v. WONG CHUN YEE CHRISTOPHER

Citation

[2023] HKCFI 1349
Court

Court of First Instance
Case number

HCA1953/2018

On the balance of probabilities CW failed to prove a binding joint venture agreement with VC and DC; VC's commitments were made in a domestic/family context as conditional assistance or loans and did not amount to enforceable obligations; no fiduciary duties arose; consequentially CW's counterclaim against VC and DC is dismissed.
28 Jul 2022

EMPEROR UA CINEMAS LTD v. LARK CHINA CINEMA INVESTMENTS LTD

Citation

[2022] HKCFI 2316
Court

Court of First Instance
Case number

HCMP929/2022

There was a bona fide substantial dispute whether the debt was repayable on demand because the JVA contained provisions requiring mutual approval for repayments/termination of loans and mandated negotiation then arbitration; presenting a winding-up petition in those circumstances would be an abuse of process, therefore an injunction restraining presentation of the petition was justified.
23 Jun 2020

SO MUK CHUNG ROGER v. TRUE HONEST CO LTD

Citation

[2020] HKCFI 1269
Court

Court of First Instance
Case number

HCA1727/2018

The court concluded the Plaintiff's case was overwhelmingly supported by incontrovertible documentary evidence (Defendant's ledger, audit confirmation and e-mails) showing the transactions were loans; the purported Joint Venture Agreement was no more than an agreement to agree and was inconsistent with Sanwa's corporate records; the Defendant failed to produce documentary evidence to support its case or raise a triable issue; accordingly summary judgment for the Plaintiff was appropriate.
18 Mar 2020

ACHIEVE GOAL HOLDINGS LTD v. ZHONG XIN ORE-MATERIAL HOLDING CO LTD

Citation

[2020] HKCA 165
Court

Court of Appeal
Case number

CACV6/2019

The Court of Appeal held that Angola Camp's fraudulent and misleading conduct regarding the purported settlement justified an indemnity costs order for costs incurred from 3 July 2009 and that costs prior to that date should be paid to the plaintiffs by counterclaim on a party-and-party basis; the trial judge's differing allocation was set aside and the orders proposed by the Bai Jun Camp were made, with a certificate for two counsel.
17 May 2019

BEAUTY EXPERT (LOGISTICS) LTD v. 黃喜潤 AND OTHERS

Citation

[2019] HKDC 494
Court

District Court
Case number

DCCJ1665/2017

Clause 18.1 of the Joint Venture Agreement prevents the assignment from binding the defendants; therefore the Deed of Assignment is not enforceable against the defendants and the plaintiff lacks locus to sue for breaches of the JV; the plaintiff also failed to plead particulars and failed on the evidence to prove unjust enrichment or total failure of consideration on a balance of probabilities; accordingly the plaintiff's claims are dismissed and costs are ordered against the plaintiff.
31 May 2012

ADP PENTAGON PETS LTD v. PETS CENTRAL ASIA INC.

Citation

ADP PENTAGON PETS LTD v. PETS CENTRAL ASIA INC.
Court

Court of First Instance
Case number

HCA1381/2009

The court found that the plaintiff was never a shareholder of the 1st defendant because the purported share certificates, register entries and retrospective resolutions were not genuine or effective; the defendants breached the Joint Venture Agreement by failing to provide the agreed share allotment and other consideration, entitling the plaintiff to damages which the court quantified at HK$7,099,113.71; defendants' counterclaims were dismissed.
30 May 2012

NG PAK HANG PATRICK v. PENASIA LTD AND OTHERS

Citation

NG PAK HANG PATRICK v. PENASIA LTD AND OTHERS
Court

Court of First Instance
Case number

HCA1678/2011

Defendants failed to establish any credible triable issue; the Agreement expressly granted the plaintiff the right to call the personal guarantees and specified each defendant's extent of liability; evidence confirmed the loan instalments were advanced; accordingly summary judgment was appropriate and the plaintiff is entitled to recover the specified sums, interest and costs from the 2nd and 3rd defendants.
25 Aug 2011

PO SUN LIU JAMES AND ANOTHER v. SHANDONG JIATAI PETROLEUM AND CHEMICAL CO., LTD AND OTHERS

Citation

PO SUN LIU JAMES AND ANOTHER v. SHANDONG JIATAI PETROLEUM AND CHEMICAL CO., LTD AND OTHERS
Court

Court of First Instance
Case number

HCA1802/2010

The court held that the claims against the 2nd, 3rd, 4th and 7th defendants were sufficiently connected to the joint venture agreement and the arbitration proceedings concerning the 1st defendant that it was proper, convenient and just to stay all proceedings against those defendants pending final determination of the arbitration commenced by the 1st defendant; consequently the stay was granted and costs ordered to the staying defendants.