12 Nov 2013
The Court held that the further deposit was paid and accepted when the vendor's solicitors cashed the cheque and thereby the vendor could not validly rely on the escape clause without compensating the purchaser by amounts equivalent to the deposits; accordingly the order for specific performance should be restored.
27 May 2013
The Further Deposit was payable only upon simultaneous signing of the Formal Sale and Purchase Agreement; no formal agreement had been signed by 21 February 2006, the defendants' demand and forfeiture were unjustified and amounted to repudiation of the provisional agreement; the plaintiff validly rescinded the provisional agreement and is entitled to return of the HK$100,000 initial deposit and a further HK$100,000 as liquidated damages under clause 7.
27 Aug 2010
The applicant failed to demonstrate any personal entitlement to the HK$4.55 million deducted from the purchase price under the Provisional Agreement; the agreement did not obligate the respondent to pay that sum to the applicant and the sums, if wrongfully withheld, were payable to the vendor (LBL) or governed by a lease, therefore no set-off was available and the statutory demand could not be set aside; the legal aid stay was properly lifted as an abuse intended to delay proceedings.
15 Dec 2005
Clause 2(b) was a payment clause and did not impose a contractual obligation on either party to sign the formal sale agreement by 8 November 2004; consequently the Defendant was not in repudiatory breach by failing to sign or pay the further deposit, and the Plaintiffs' purported termination on 26 November 2004 amounted to repudiatory breach by the Plaintiffs entitling the Defendant to terminate, recover the initial deposit with interest and pursue damages to be assessed.
5 Apr 2000
The appeal was dismissed because the Agreement contained a provision for completion when the developer paid the premium, so the plaintiff failed to show the Agreement lacked an essential completion term; the Order 14A application was inappropriate and the plaintiff must pay the defendant's costs on the appeal (provisionally assessed).
10 Mar 1999
The appeal was dismissed because the Appellant's contentions that the earlier agreements had failed or that the seller was obliged to disclose title prior to execution were unsustainable and irrelevant to the matters in issue; completion had occurred on 31 January 1998, the duty to give good title is to be satisfied at completion, and therefore the solicitor correspondence sought did not relate to any matter in question and was not discoverable under O.24 r.3.
15 Feb 1999
The defendant was not entitled to treat the plaintiff's conduct as repudiation because the plaintiff did not manifest an intention not to be bound by the provisional agreement; there was no obligation to sign a duplicate formal agreement and therefore no lawful basis to forfeit the HK$300,000 deposit.
20 Apr 1998
Clause 2(b) is a payment clause that makes the purchaser's obligation to pay the second deposit contingent on signing of the formal agreement; absent an express provision making time of the essence the stipulated date is a target only, so the vendor's failure to sign by that date did not amount to a repudiatory breach and the purchaser was not entitled to rescind.
30 Oct 1997
Signing the formal sale and purchase agreement was not a mandatory step; the provisional agreement remained binding. Given the purchaser had withheld release of the further deposit pending signature, the vendor did not lose the right under Clause 8 to call off the sale after the target date for signing but before completion. The vendor was entitled to refund the initial deposit plus an amount equivalent to it and reimbursement of stamp duty; plaintiff’s claim for specific performance dismissed.
29 Nov 1996
Clause (2) was held to be clear and unambiguous in giving the vendor an option to resile on payment of twice the deposit and the agent's service charge; that option excluded the purchaser's right to seek specific performance and the defendant validly rescinded the provisional agreement.