Hong Kong Case Law: Decisions & Judgments

Topic

Pre-incorporation contracts

Legal area

Court

24 Nov 2016

CHINA BAOLI TECHNOLOGIES HOLDINGS LTD (formerly known as REX GLOBAL ENTERTAINMENT HOLDINGS LTD) v. ORIENT EQUAL INTERNATIONAL GROUP LTD AND OTHERS

Citation

CHINA BAOLI TECHNOLOGIES HOLDINGS LTD (formerly known as REX GLOBAL ENTERTAINMENT HOLDINGS LTD) v. ORIENT EQUAL INTERNATIONAL GROUP LTD AND OTHERS
Court

Court of First Instance
Case number

HCA1399/2016

The court declined to decide the substantive question under s70 of the Bahamas Act because parallel Bahamian proceedings raise issues of comity and risk of conflicting decisions; it refused to strike out Squadron because it has since been incorporated and could be affected by the injunction, and granted leave for Squadron and Mr D Sean Nottage/Squadron Holdings Ltd to appear and take part and to rely on existing evidence; costs reserved to the judge hearing the substantive applications.
12 Dec 2013

HENRY YIJIAN CO., LTD v. KINGSON INTERNATIONAL LTD

Citation

HENRY YIJIAN CO., LTD v. KINGSON INTERNATIONAL LTD
Court

Court of First Instance
Case number

HCMP2737/2013

Because the two shareholders together represented the entire shareholding, their unanimous assent authorised the defendant to be bound by the verbal agreement; the defendant's subsequent conduct implied ratification; the plaintiff provided sufficient consideration (including promise to pay future expenses and repay past expenses) and the judge's factual findings were unimpeachable on the record; therefore there were no arguable grounds of appeal and leave was refused.
30 Mar 2007

ONWAY ENGINEERING LTD v. CHINNEY CONSTRUCTION CO LTD

Citation

ONWAY ENGINEERING LTD v. CHINNEY CONSTRUCTION CO LTD
Court

Court of Appeal
Case number

CACV402/2005

The appeal was dismissed because the Court accepted the trial judge's finding that Shun Wing had been nominated prior to the subcontract, and that Shun Wing thereafter ratified the contract after incorporation pursuant to s32A Companies Ordinance; therefore the contract was not enforceable against the defendant and the trial judge's factual findings were not clearly wrong.
12 Oct 2006

JONES LANG LASALLE LTD v. CHINA FAITH LTD AND OTHERS

Citation

JONES LANG LASALLE LTD v. CHINA FAITH LTD AND OTHERS
Court

Court of First Instance
Case number

HCA2767/2001

The Letter of 11 October 2000, properly construed in context, could constitute an agreement to pay the agency fee, but the Plaintiff failed to prove that the 3rd Defendant had authority (actual, implied or ostensible) to bind the 1st Defendant; the Tripartite Agreement was not established; consequently the Plaintiff's claims against the 1st and 2nd Defendants and the 1st Defendant's contribution claim against the 2nd Defendant were dismissed.
17 Nov 1999

MAK YIU v. CHINACHEM REALTY LTD.

Citation

MAK YIU v. CHINACHEM REALTY LTD.
Court

Court of First Instance
Case number

HCA10335/1998

The court held that while paragraphs 2 and 3 were imperfect they were not plainly and obviously disclosing no cause of action; however, evidence adduced established a real and potentially fatal pre-incorporation point that made the claim against the present Defendant prima facie untenable; accordingly the Amended Statement of Claim was struck out under Order 18 r 19 and the Court's inherent jurisdiction but the Plaintiff was granted leave to serve a Re-amended Statement of Claim within 28 days to cure or reframe the claim; costs of the application were reserved as no order (costs nisi) becaus…
24 Oct 1985

ELIZABETH BARKER GUBERSKY v. HARRIS BOOK CO LTD

Citation

ELIZABETH BARKER GUBERSKY v. HARRIS BOOK CO LTD
Court

Court of Appeal
Case number

CACV124/1985

The trial judge erred in refusing leave to amend and in making an order discontinuing the action; the defects in pleadings were technical and could have been remedied without injustice to the defendant, and the appeal is allowed with the matter remitted for retrial before another District Judge on the amended Statement of Claim, with the defendant permitted to file an amended defence.
16 Jul 1985

GUBERSKY, ELIZABETH BARKER v. HARRIS BOOK CO LTD

Citation

GUBERSKY, ELIZABETH BARKER v. HARRIS BOOK CO LTD
Court

District Court
Case number

DCCJ1277/1985

The plaintiff's pleaded case relied on a pre-incorporation contract without pleading a new post-incorporation contract or necessary particulars (including consideration); under established company law a company incorporated after the contract cannot adopt or ratify a pre-incorporation personal service contract and the later Companies Ordinance s.32A has no retrospective effect; because the pleadings were fundamentally defective and no post-incorporation contract was properly pleaded or sufficiently evidenced, the defendant had no case to answer and the action was discontinued; amendment was r…
19 Feb 1985

DYNO-ROD PLC v. STIRLING DRAINAGE SERVICES LTD AND ANOTHER

Citation

DYNO-ROD PLC v. STIRLING DRAINAGE SERVICES LTD AND ANOTHER
Court

Court of First Instance
Case number

HCA5041/1984

The court held that the 2nd defendant, by signing the agreement as director and personally, gave a warranty of authority such that he must be permitted to defend; and that the post-incorporation conduct between the parties admitted only one sensible interpretation — that a new agreement on the same terms was implied — but factual disputes (including the 1st defendant's counterclaim and quality of performance) made summary judgment inappropriate; accordingly unconditional leave to defend was granted to both defendants and the plaintiff's summary relief refused.
19 Jul 1984

JETWAY ADVERTISING AND INTERIOR DECORATION CO (a firm) v. CHRISTINE MAILLEFERT AND ANOTHER

Citation

JETWAY ADVERTISING AND INTERIOR DECORATION CO (a firm) v. CHRISTINE MAILLEFERT AND ANOTHER
Court

Court of First Instance
Case number

HCA9465/1983

Court found no meeting of minds that the 2nd Defendant would assume liabilities before incorporation; applying Kelner/Natal Land line the 1st Defendant was personally liable on the contracts signed on or before 25 November 1981. However, after 25 November 1981 the Plaintiff’s conduct and documentation led the 1st Defendant to reasonably believe the Plaintiff dealt with the incorporated company; the Plaintiff is estopped from claiming against the 1st Defendant for liabilities arising after that date. Judgment against the 2nd Defendant for the agreed sum was entered.