Hong Kong Case Law: Decisions & Judgments

Topic

Option agreement

Legal area

Court

1 Jun 2016

GREAT WALL PAN ASIA INTERNATIONAL INVESTMENT CO LTD v. CERVERA HOLDINGS LTD AND ANOTHER

Citation

GREAT WALL PAN ASIA INTERNATIONAL INVESTMENT CO LTD v. CERVERA HOLDINGS LTD AND ANOTHER
Court

Court of First Instance
Case number

HCCT13/2016

Although Great Wall's ex parte application omitted material facts concerning Gong's involvement in the Champ transaction (warranting discharge of the ex parte injunction), the totality of the evidence established a good arguable case and an objective real risk that Yeung and CH's dispositions and encumbrances would render any award unsatisfied; accordingly the ex parte injunction is discharged for non-disclosure but a new Mareva injunction is granted afresh with specified modifications and permitted expenditures, and costs apportioned 50/50 to reflect the breach of duty by Great Wall.
22 Jul 2009

FONFAIR CO LTD v. FULL CREATION DEVELOPMENT LTD

Citation

FONFAIR CO LTD v. FULL CREATION DEVELOPMENT LTD
Court

Court of First Instance
Case number

HCA1915/2008

Mega Yield validly exercised the Option and entered into the MY Lease thereby triggering the Special Conditions; Fonfair's written notice terminated Full Creation's Lease effective 20 September 2008; Fonfair was therefore entitled to vacant possession and to recover mesne profits with the court calculating a net balance of HKD 210,000 after set‑offs; claims against On Kee and Full Creation's counterclaims were dismissed; indemnity issue adjourned sine die.
14 Apr 2008

SUNCO PROPERTY HOLDINGS CO LTD AND ANOTHER v. SUNCO CHINA HOLDINGS LTD AND ANOTHER

Citation

SUNCO PROPERTY HOLDINGS CO LTD AND ANOTHER v. SUNCO CHINA HOLDINGS LTD AND ANOTHER
Court

Court of First Instance
Case number

HCA2145/2007

Under Order 4 r 9 RHC, the court will exercise its discretion to consolidate actions that raise the same material facts; service defects do not prevent consolidation where representation and practical ability to effect service exist; where actions are identical in substance the parties who commenced the first action in time should be plaintiffs in the consolidated action.
19 Mar 2007

ASSET MANAGERS CO LTD AND ANOTHER v. PACIFIC ELECTRIC WIRE & CABLE CO LTD

Citation

ASSET MANAGERS CO LTD AND ANOTHER v. PACIFIC ELECTRIC WIRE & CABLE CO LTD
Court

Court of First Instance
Case number

HCA1867/2006

Clauses 9.1(F) and 9.2(A) survive PEWC's exercise of the Option: absence of an express expiry in 9.2(A) and the express expiry in 9.1(F) (23/9/2007) show the parties intended continuing obligations; the second part of 9.2(A) creates a standalone, in personam obligation on PEWC to cooperate in maintaining management protections and procuring constitutional amendments as needed; construction consistent with ordinary commercial meaning and parties' contemplation of post-option minority shareholding; declaration granted to that effect.
26 Jun 2004

SAM WOO CIVIL CONTRACTORS LTD v. HO KWOK POON AND ANOTHER

Citation

SAM WOO CIVIL CONTRACTORS LTD v. HO KWOK POON AND ANOTHER
Court

Court of First Instance
Case number

HCA714/2004

Interlocutory injunction refused because plaintiff had delayed, had previously elected damages (inconsistent with specific performance), damages were an adequate remedy, and granting the injunction would overwhelmingly prejudice creditors and the prospect of the rescuing scheme (balance of convenience against plaintiff); application dismissed with costs to defendants and provisional liquidators to be paid by plaintiff forthwith.
30 Jun 1994

PIONEER INDUSTRIES (HOLDINGS) LTD. v. DENNIS TAN CHIN YONG

Citation

PIONEER INDUSTRIES (HOLDINGS) LTD. v. DENNIS TAN CHIN YONG
Court

Court of First Instance
Case number

HCA3890/1991

The court found the Option Agreement was supported by consideration and conferred a valuable right; the Waiver Agreement constituted a valid accord and satisfaction (with additional indemnity obligations providing further consideration), Pioneer could not import unstated pre-conditions to avoid payment, and thus Pioneer breached the Waiver Agreement; judgment entered for the defendant for the contractual entitlements (HK$6,326,789 plus interest) and related deposit/order.
19 Aug 1988

ROSS EVANS v. JOHN DION BRUERS AND OTHERS

Citation

ROSS EVANS v. JOHN DION BRUERS AND OTHERS
Court

Court of First Instance
Case number

HCA6434/1984

On the balance of probabilities the court found a binding contract between Evans and Bruers that Bruers would transfer Brooks' 50% shareholding in B. & B. Ltd. to Evans for $450,000 to be paid out of future company profits; the separate claim of misrepresentation failed because Evans did not prove inducement by the alleged profit figures; remedy is damages for breach of contract with directions for assessment and an account of profits from 1 April 1983 to 5 March 1984; claims against the company in contract were dismissed and trusteeship was irrelevant absent a claim for specific performance.
19 Aug 1988

ROSS EVANS v. BRUERS & BROOKS DESIGN CONSULTANTS LIMITED

Citation

ROSS EVANS v. BRUERS & BROOKS DESIGN CONSULTANTS LIMITED
Court

Court of First Instance
Case number

HCA5837/1985

Court found on the balance of probabilities that there was a contract between Bruers and Evans whereby Bruers agreed that Evans could acquire Brooks' 50% shareholding at $450,000 payable out of future company profits; the misrepresentation claim failed for lack of proof of the specific alleged statements; Bruers breached the contract and Evans is entitled to damages to be assessed by a Master; an account of B. & B. Ltd.'s profits from 1 April 1983 to 5 March 1984 was ordered to assist assessment; trusteeship and diversion-of-assets claims were dismissed.
12 May 1978

HONG KONG RESORT CO LTD v. ANSTALT NYBRO ADN OTHERS

Citation

HONG KONG RESORT CO LTD v. ANSTALT NYBRO ADN OTHERS
Court

Court of First Instance
Case number

HCA785/1978

The agreement of 11 October 1976 is void for uncertainty and in any event not specifically enforceable because its terms are inseparable, indeterminate and would require continuous court supervision and mutual performance of personal/managerial services; consequently the registered agreement and lis pendens do not justify remaining on the register and must be vacated, subject to the plaintiff giving an undertaking as to damages of HK$100,000,000 by banker's guarantee pending trial; injunctions and ancillary orders follow.