Hong Kong Case Law: Decisions & Judgments

Topic

Ratification

Legal area

Court

2 Feb 2026

JIANG SAIZHEN v. CHINA COME RIDE NEW ENERGY GROUP LTD AND ANOTHER

Citation

[2026] HKCFI 553
Court

Court of First Instance
Case number

HCA1627/2020

Article 101(2) of the defendant’s articles, properly construed, conferred actual authority on two directors to enter into transactions in the ordinary course of business; the Bond Certificate was executed by two directors and therefore bound the company, any internal Contracts Policy did not override the articles, the transaction was within the company’s ordinary course of business, and the plaintiff paid consideration (via the subsidiary on the company’s behalf) so the bond contract was valid and enforceable; accordingly the plaintiff’s claim succeeds.
28 Jan 2026

WONG MEI YUE v. EFT PAYMENTS (ASIA) LTD AND ANOTHER

Citation

[2026] HKCFI 607
Court

Court of First Instance
Case number

HCA2060/2019

The Court construed the Agreement as obliging the Intermediary to introduce or procure merchants to use the Alipay payment service (not merely to introduce Alipay); Plaintiff never performed that obligation; accordingly Plaintiff’s claim for commission fails and is dismissed. The Court also found on the facts that the parties orally ceased cooperation in late December 2013, but (applying the higher threshold applicable to departing from a written termination clause) estoppel by representation was tentatively not made out; costs ordered against Plaintiff.
25 Sept 2024

GUANGZHOU ZHOUTOUZUI DEVELOPMENT LTD v. SUN ZHICHUN AND OTHERS

Citation

[2024] HKCFI 1940
Court

Court of First Instance
Case number

HCA1039/2023

No triable issue: the Court held Mr Meng had authority (usual authority by office and, in any event, ratification by the HK Branch's conduct), the Deed of Appointment was validly executed under s20(2) CPO by virtue of the LS mark and attendant wording or alternatively valid under hand pursuant to the Share Charge, and therefore the defendants cannot raise an arguable defence; summary judgment granted for the Company.
9 Oct 2020

CHOW LILY AND OTHER v. HAU SAI ON AND ANOTHER

Citation

[2020] HKDC 896
Court

District Court
Case number

DCCJ1732/2013

The court accepted the plaintiffs' evidence and documentary proof (the Tenancy Agreement and Mr Hau's letter) as authentic; found that the 2nd defendant occupied as a tenant, not as holder of a transferred possessory title; the 1st plaintiff's agency was ratified by the administrators; therefore the 2nd and 3rd plaintiffs (as administrators) have superior possessory title and are entitled to vacant possession, outstanding rent and mesne profit.
30 Jun 2020

YUAN YUQIN v. CHEUNG HIU YAN, FION AND ANOTHER

Citation

[2020] HKCFI 1419
Court

Court of First Instance
Case number

HCA928/2016

On the evidence the court found that, on the balance of probabilities, D2 did not sign or authorise the PoA (the PoA was not authorised by D2) and that D2 did not ratify the Loan Agreement by his subsequent conduct; therefore the Loan Agreement is not binding on D2 and the claim against him fails.
13 May 2020

SHUN HING ELECTRONIC HOLDINGS LTD AND ANOTHER v. WONG PUI FAN

Citation

[2020] HKCA 309
Court

Court of Appeal
Case number

CACV510/2018

The Court held the pleaded Relevant Pleas were not plainly unarguable: directors' approval and accounting records (AFS and directors' representations) are evidence but not conclusive as a matter of law; approval by directors (or adoption of AFS by shareholders) does not necessarily preclude liability for breach of fiduciary duty where transactions may have been for improper purposes or not in the company's best interest; accordingly the strike‑out was inappropriate and leave to amend (proprietary tracing claim) should be granted and the actions may be tried together.
11 Mar 2020

BETTER MARINE INTERNATIONAL LTD v. ZHONG SHAN CO LTD

Citation

[2020] HKCA 145
Court

Court of Appeal
Case number

CACV242/2016

The Court held that liability to pay commission was tied to whoever was the seller under the shipbuilding contract; JITE, having negotiated the commission, adopted and revised the commission agreement so that ZS became the accountee/new seller, and ZS's conduct (including accepting and paying the first invoice without qualification) established acceptance and liability; contemporaneous documents and oral evidence established the rate of EUR50/ton and justified awarding EUR683,850.
11 Dec 2018

QIANHAI XINHUAKANG FINANCIAL HOLDINGS (SHENZHEN) LTD v. CHEN JIARONG AND OTHERS

Citation

[2018] HKCFI 2655
Court

Court of First Instance
Case number

HCA377/2018

The court refused the strike‑out application because, accepting the pleaded facts as true, the Amended Writ and ASOC on their face disclosed a prima facie cause of action against the 2nd and 7th defendants: the pleadings adequately alleged agency/representation and/or ratification and pleaded implied terms by necessity/obvious inference; the question of consideration could be resolved at trial if those defendants are found to be parties; and the abuse of process argument failed when appropriate evidential material was considered. Therefore the pleadings were not bound to fail and strike‑out w…
12 Oct 2018

ZPMC OFFSHORE SERVICE CO LTD (Formerly known as SHANGHAI ZHENHUA HEAVY INDUSTRIES SHIPPING CO LTD) v. PHILIP JEFFREY ADKINS AND OTHERS

Citation

[2018] HKCFI 2291
Court

Court of First Instance
Case number

HCMP426/2017

Respondents demonstrated triable issues concerning the motives of majority directors and alleged breaches of fiduciary duty; as a result summary judgment was inappropriate and the Plaintiff's summons was dismissed, leaving the issues to be determined at trial.
21 May 2018

WAI HANG CONSTRUCTION CO LTD AND ANOTHER v. HARVEST ENGINEERING (H.K.) LTD

Citation

[2018] HKDC 523
Court

District Court
Case number

DCCJ2363/2014

On the balance of probabilities the court found the 1st plaintiff was a party by ratification, the parties validly agreed to vary the unit price to HK$1,870 per tonne, additional works were agreed and paid by daily rates without retention, retention money was payable within one year of completion, and the defendant was liable to pay plaintiffs HK$654,161; the defendant's counterclaim was dismissed.