Hong Kong Case Law: Decisions & Judgments | LexChat

Hong Kong Case Law

Put option

  • 17 Apr 2025

    TANG, RAYMOND v. EARLS HORIZON LTD

    Citation
    [2025] HKCFI 1666
    Court
    Court of First Instance
    Case number
    HCA1433/2021

    The court held that the waiver by the Seller of an indebtedness of HK$5,380,974 could not be included as profit for the purposes of the Minimum Profit because the parties intended a clean break at Closing pursuant to clause 7.2(a); accordingly the relevant profit period runs from the watershed of Closing (held to commence 1 August 2018) to 31 July 2020 for the purposes of determining Shortfall; on the facts there is a Shortfall and Events of Default under the SHA, entitling the Defendant to invoke remedies under clause 15; quantum of compensation for the Shortfall is to be determined after wr…

  • 12 Sept 2024

    RE PAUL CLEMENT TAM, Debtor

    Citation
    [2024] HKCFI 2448
    Court
    Court of First Instance
    Case number
    HCB4850/2023

    The court found that the Debtor raised bona fide and substantial disputes on key issues — the construction of the Put Option (arguably defeated by the Sale of 3D Ltd as a Buyout) and the scope of the indemnity (supported by contemporaneous communications and draft hard copies) — and that estoppel by convention and waiver were not established on the evidence; accordingly the petition could not stand and was dismissed rather than stayed.

  • 28 Aug 2024

    RE XJ INTERNATIONAL HOLDINGS CO LTD

    Citation
    [2024] HKCFI 1378
    Court
    Court of First Instance
    Case number
    HCCW187/2024

    The debt was held to be bona fide disputed on substantial grounds because the Trust Deed and Global Certificate admit a plausible construction that only the Registered Holder (nominee) could validly give notice and present the Global Certificate, the Trustee's powers are permissive and do not mandate a parallel route through accountholders, and there was no clear evidence the Registered Holder gave the requisite notice; accordingly the creditor had not established an undisputed debt and the petition failed.

  • 28 Apr 2023

    EXTRA CONCEPT LTD v. AN JINCHEN

    Citation
    [2023] HKCFI 1133
    Court
    Court of First Instance
    Case number
    HCA1591/2019

    Defendant was bound by the Put Option Agreement he signed; contemporaneous documents and his conduct (payments, transfer documents, Side Letter) corroborated execution; he failed to adduce evidence to rebut signature or establish total failure of consideration; clause 3 estopped him from denying consideration; the Notice was validly served and defendant defaulted on completion, entitling plaintiff to specific performance to require purchase at the stated Option Price and to damages under clause 6.4; costs awarded against defendant.

  • 14 Dec 2022

    WAN TAI INVESTMENTS LTD v. LI HIU YAN

    Citation
    [2022] HKCFI 3702
    Court
    Court of First Instance
    Case number
    HCA1998/2020

    The CCR formula must be read as [(A×B)+(C×D)+E]/(F×G) because that construction accords with the commercial purpose and factual matrix and avoids an absurd result that would follow from strict application of arithmetic order; on that construction the defendant provided insufficient collateral and there was no defence, entitling the plaintiff to an order for specific performance of the Put Option Deed.

  • 20 May 2022

    YBN REEVER AND OCEAN PARTNERS LTD v. UNIBIOCHEM INTERNATIONAL LTD AND OTHERS

    Citation
    [2022] HKCFI 1422
    Court
    Court of First Instance
    Case number
    HCA312/2017

    The court found the Investment Agreement enforceable as an equity subscription with a Put Option (not a loan under the MLO), rejected the 2nd Defendant's alleged oral settlement and implied term arguments as not credible or inconsistent with contemporaneous documents and the contract's written variation clause, and therefore granted declarations and specific performance: defendants ordered to deliver the audited consolidated accounts for 2014 and 2015 within 28 days and to complete purchase of the 644 Put Option Shares within 28 days; costs awarded to the Plaintiff.

  • 3 Jan 2022

    RE LEADER, JOHN ROGER ALSO KNOWN AS ROGER LEADER

    Citation
    [2022] HKCFI 11
    Court
    Court of First Instance
    Case number
    HCB1015/2021

    The Debtor failed to establish a bona fide dispute on substantial grounds: his evidence as to unilateral or common mistake was insufficient, uncorroborated and not believable; signature and the written SHA bind the parties; Clause 10 created a liquidated sum of HK$1,020,000 payable in cash at completion which crystallised on the completion date specified in the exercise notice (7 July 2020). Consequently the bankruptcy petition was maintainable and a bankruptcy order was granted.

  • 16 Sept 2021

    ASIA EQUITY VALUE LTD v. HQX (GROUP) LTD AND OTHERS

    Citation
    [2021] HKCFI 2593
    Court
    Court of First Instance
    Case number
    HCA1966/2019

    The judge held the re-amended statement of claim was not fatally defective and did disclose the case run by the plaintiff; on construction the Letter Agreement contained a clear mistake as to the first date (25 March should read 29 March) and the second date objectively construed as 8 July 2019 based on the contemporaneous Announcement, so the Dividend Event was established; the Shareholding Event was also established because the 2nd defendant filed the Corporate Substantial Shareholder Notice and must be taken to have known of the shortfall so the 14-day grace had lapsed; the Litigation Even…

  • 22 Apr 2020

    INSPIRING INVESTMENTS LTD v. CHUN HU HING AND ANOTHER

    Citation
    [2020] HKCA 209
    Court
    Court of Appeal
    Case number
    CACV208/2018

    The Court upheld the trial judge's factual findings as not plainly wrong: the 2nd defendant did not agree to the 2nd Obligation and did not sign the Personal Guarantee; the contractual obligations were that both defendants were to use reasonable endeavours to assist sale (1st Obligation) and only the 1st defendant assumed the 2nd Obligation to purchase; no basis existed to award HK$6,666,500 against the 2nd defendant and the appeal was dismissed.

  • 4 May 2018

    INSPIRING INVESTMENTS LTD v. CHUN HU HING AND ANOTHER

    Citation
    [2018] HKCFI 925
    Court
    Court of First Instance
    Case number
    HCA2090/2014

    Court held that Dexter and William undertook an obligation to assist (best endeavours) to sell the preferred shares by 31 December 2012 (not an absolute sale obligation); Dexter (1st defendant) had assumed the secondary obligation to purchase the shares at HK$6,666,500 if the first obligation failed, but William was not bound by that 2nd obligation; failure to fulfil the assistance obligation activated Dexter\'s 2nd obligation and Dexter\'s repudiation was accepted on service of writ (20 October 2014) leading to judgment against Dexter for HK$6,666,500 plus interest and costs; no separate dam…