Hong Kong Case Law: Decisions & Judgments

Topic

Subject to contract

Legal area

Court

21 Jun 2023

RE R.E. DAVER & CO LTD (In Liquidation)

Citation

[2023] HKCFI 1657
Court

Court of First Instance
Case number

HCCW23/2021

The application was dismissed because (1) the alleged purchaser correspondence was repeatedly marked "subject to contract"/"without prejudice," and there were no exceptional circumstances to depart from the ordinary effect of those words so no binding agreement was formed; and (2) the Property was owned by DCK, not the Company, so there were no questions relating to the assets of the Company engaging Schedule 25 Part 1 para 3(a)(ii) and s199.
16 Apr 2020

WONG YEE CHUK v. LO PO WAI, HARRY AND OTHERS

Citation

[2020] HKCFI 600
Court

Court of First Instance
Case number

HCMP3366/2016

On an objective appraisal of the correspondence and conduct, the parties had not reached a concluded binding settlement of the four proceedings because essential ancillary matters and mechanics remained to be agreed and it would have been apparent to reasonable solicitors that further agreement was required; accordingly the summonses to give effect to the alleged settlement were dismissed and costs were ordered against the applicants.
16 Apr 2020

WONG YEE CHUK v. LO PO WAI, HARRY AND OTHERS

Citation

[2020] HKCFI 600
Court

Court of First Instance
Case number

HCMP3363/2016

On an objective appraisal of the correspondence and conduct the parties had not reached a concluded binding settlement; the acceptances did not evince an intention to be immediately bound as to all necessary mechanics; therefore the summonses seeking to give effect to the alleged settlement were dismissed and costs awarded against the applicants (with specific disallowance of costs relating to Wong’s affirmation).
16 Apr 2020

WONG YEE CHUK AND ANOTHER v. LO PO WAI, HARRY AND OTHERS

Citation

[2020] HKCFI 600
Court

Court of First Instance
Case number

HCMP3365/2016

On an objective appraisal of the correspondence and the parties' conduct, the court concluded that the parties had not reached a concluded binding settlement of the four proceedings; the December 18 letter was not sufficiently complete or intended to be the final binding agreement and therefore the summonses seeking to give effect to the alleged settlement were dismissed and a costs order nisi was made against the applicants.
1 Apr 2016

BANCO DEL AUSTRO,S A v. REGAL PROSPER TRADING LTD AND OTHERS

Citation

BANCO DEL AUSTRO,S A v. REGAL PROSPER TRADING LTD AND OTHERS
Court

Court of First Instance
Case number

HCA477/2015

The court could not conclude on the affidavits before it that a binding settlement had been formed because the correspondence marked 'subject to contract' and the surrounding drafts indicated the parties did not intend to be bound until a formal agreement was executed and material terms remained unresolved; consequently the summons seeking discontinuance was dismissed, but the Mareva injunction was varied to permit partial payment and deposit pending the action.
13 Nov 2015

LO LEE, MARILYN (also known as MARILYN LEE) v. GOEL ARUN KUMAR

Citation

LO LEE, MARILYN (also known as MARILYN LEE) v. GOEL ARUN KUMAR
Court

District Court
Case number

DCCJ3608/2015

The court held there was no enforceable written or oral contract for sale: the solicitors' correspondence was expressly 'subject to contract' and not a signed memorandum admitting an earlier oral contract; the acts relied on by defendant (short fixed tenancy, payment of deposits, occupation and rent) were neutral or equivocal and did not constitute part performance. Consequently there was no triable defense and summary judgment for possession and strike out of the counterclaim was appropriate.
31 May 2013

WELL LOCK LTD v. RESERVE INVESTMENTS LTD

Citation

WELL LOCK LTD v. RESERVE INVESTMENTS LTD
Court

District Court
Case number

DCCJ2111/2011

On the balance of probabilities the plaintiff failed to prove the existence of the alleged Revised Agreement; negotiations remained 'subject to contract' so no binding agreement arose; the letter signed by the defendant's solicitors did not satisfy s3(1) CPO because the solicitors were not authorised to sign as the defendant's memorandum; tender of payment did not amount to part performance; accordingly the plaintiff's claim for specific performance fails and the defendant's counterclaim for return of title deeds succeeds.
24 Dec 2010

DISTINCT FORTUNE LTD v. HYNDLAND INVESTMENT CO LTD

Citation

DISTINCT FORTUNE LTD v. HYNDLAND INVESTMENT CO LTD
Court

Court of First Instance
Case number

HCA1287/2010

The claim was struck out because there was no sufficient written memorandum under s.3 of the Conveyancing and Property Ordinance—the SMS did not evidence the terms and when read with the engrossment SPA the covering letter stated no binding agreement—and the alleged acts did not amount to part performance; therefore the plaintiff could not succeed and the writ and statement of claim were struck out.
20 Dec 2006

TANG WAI MAN v. FOTOSKY INVESTMENT LTD

Citation

TANG WAI MAN v. FOTOSKY INVESTMENT LTD
Court

Court of First Instance
Case number

HCA456/2002

The Letter of Agreement was not a binding lease because it expressly contemplated execution of a formal Tenancy Agreement in the landlord's standard form and formed part of ongoing 'subject to contract' negotiations; additionally the intended tenant was to be Best Time so the individual plaintiff lacked proper locus, and the defendant was entitled to reject/ rescind in light of the agent's representations and the plaintiff's conduct; accordingly plaintiff's claim fails.
8 Dec 2006

THE WORLD FOOD FAIR LTD AND ANOTHER v. HONG KONG ISLAND DEVELOPMENT LTD

Citation

THE WORLD FOOD FAIR LTD AND ANOTHER v. HONG KONG ISLAND DEVELOPMENT LTD
Court

Court of Final Appeal
Case number

FACV6/2006

The appeal is allowed: the Court of Appeal was wrong to infer a binding oral tenancy contract existed by relying on payment of the deposit and entry into possession; essential contractual terms (notably commencement date, rent‑free period and option to renew, and specific kitchen facility obligations) had not been finally agreed by 27 January 1997 and the negotiations were objectively subject to a formal lease, so no concluded contract existed.