Hong Kong Case Law: Decisions & Judgments

Topic

Warranties

Legal area

Court

16 Feb 2026

MING YANG INTERNATIONAL OPPORTUNITIES FUND SPC acting solely for the account of MING YANG INTERNATIONAL OPPORTUNITIES FUND SP5 (also known as MING YANG INTERNATIONAL OPPORTUNITIES FUND SP5) v. BLOSSOM INTERNATIONAL INVESTMENT HOLDINGS LTD

Citation

[2026] HKCFI 1037
Court

Court of First Instance
Case number

HCA2484/2024

The SPA unambiguously required payment of the Consideration on the Completion Date (30 June 2023); the contractual 18% interest clause is a secondary default obligation and does not convert or postpone the primary obligation to pay on the Completion Date; plaintiff was ready, willing and able to transfer and the No-Consent Warranty does not extend to permitting the defendant (via its control of the fund directors) to frustrate transfer; the shares are illiquid and there is no market so damages are inadequate; accordingly summary judgment for specific performance and related relief is granted.
10 Apr 2024

WANG SHUAI v. ZHANG QIAOHUI

Citation

[2024] HKCA 304
Court

Court of Appeal
Case number

CACV275/2023

The subject warranties that no tenancies existed were clear representations of existing fact at the date of the SPA; those warranties were breached because the tenancies pre‑dated the SPA, preventing fulfilment of the conditions precedent in Clauses 2.1.5/2.1.6; Clauses 2.4 and 2.5 do not permit remediation of pre‑existing breaches so as to defeat rescission; the defendant failed to raise a triable issue or adduce admissible evidence to the contrary; accordingly the appeal is dismissed and summary judgment stands.
12 Jan 2024

DATA WORLD SOLUTIONS LTD AND ANOTHER v. CHAN WING CHEONG AND OTHERS

Citation

[2024] HKDC 66
Court

District Court
Case number

DCCJ2284/2019

On the evidence the court found no express representations that the SPA included the disputed domain names or trade mark; the SPA and surrounding documentation showed the sale was limited to PA China and its Microsoft ERP business; Clause 7 of the MA related to IP generated during the management appointment not pre‑existing IP; the disputed domain names and trade mark were not assets of PA China and therefore their non‑transfer did not breach the SPA or MA; the HK$100,000 payment was properly payable under the MA and authorized, so no breach or unjust enrichment. Accordingly all plaintiffs' c…
9 Aug 2023

WANG SHUAI v. ZHANG QIAOHUI

Citation

[2023] HKCFI 2067
Court

Court of First Instance
Case number

HCA64/2019

The appeal was dismissed because the undisputed existence of the Car Park Leases at the date of the SPA constituted a breach of the express warranties and of Clause 2.1.5 (which required warranties to be true from the date of the SPA through completion), Clause 2.5 does not permit the vendor unilaterally to remedy breaches of Clause 2.1.5 within 7 business days without a waiver by the purchaser, CWY's due diligence opinion was not a prerequisite to rescission, the defendant produced no credible evidence of earlier termination of the leases, and therefore summary judgment was correctly granted…
1 Aug 2023

INVEST GAIN LTD v. NOVEL GOOD LTD

Citation

[2023] HKCFI 1965
Court

Court of First Instance
Case number

HCA939/2013

The court applied an issues-based netting approach, weighed the parties' relative success across the 12 agreed issues (including the effect of appellate determinations), exercised its discretion and awarded defendant 50% of its costs of the Trial on liability and causation and 50% of its costs of the costs hearing, with certificates for two counsel and to be taxed if not agreed.
8 Dec 2017

CHINA ALARM HOLDINGS ACQUISITION LLC AND ANOTHER v. ING ALEXANDER YIM LEUNG (also known as ING YIM LEUNG, ALEXANDER) AND OTHERS

Citation

CHINA ALARM HOLDINGS ACQUISITION LLC AND ANOTHER v. ING ALEXANDER YIM LEUNG (also known as ING YIM LEUNG, ALEXANDER) AND OTHERS
Court

Court of Appeal
Case number

CACV98/2016

The Court refused to overturn the trial judge's factual findings and inferences absent palpable error; the judge permissibly found payments to 'special consultants' were used as a conduit for bribery rendering specified warranties and representations false and fraudulent; Mr Wells was induced by the standard warranties because advisers would have drawn them to his attention; plaintiffs could not with reasonable diligence have discovered the fraud within the limitation period; and the framework agreement's US$20.5m surrender did not reduce the plaintiffs' claims which the liquidators applied t…
9 Mar 2007

PEARL ORIENTAL INNOVATION LTD AND ANOTHER v. DICHAIN HOLDINGS LTD

Citation

PEARL ORIENTAL INNOVATION LTD AND ANOTHER v. DICHAIN HOLDINGS LTD
Court

Court of First Instance
Case number

HCA2401/2006

The court ordered consolidation because both proceedings raise common questions about the meaning and effect of clause 6 and a preliminary determination was not possible without testing the factual matrix at trial; consolidation and the specified pre-trial directions best serve case management and fairness among parties.

Hong Kong Case Law

MING YANG INTERNATIONAL OPPORTUNITIES FUND SPC acting solely for the account of MING YANG INTERNATIONAL OPPORTUNITIES FUND SP5 (also known as MING YANG INTERNATIONAL OPPORTUNITIES FUND SP5) v. BLOSSOM INTERNATIONAL INVESTMENT HOLDINGS LTD

WANG SHUAI v. ZHANG QIAOHUI

DATA WORLD SOLUTIONS LTD AND ANOTHER v. CHAN WING CHEONG AND OTHERS

WANG SHUAI v. ZHANG QIAOHUI

INVEST GAIN LTD v. NOVEL GOOD LTD

CHINA ALARM HOLDINGS ACQUISITION LLC AND ANOTHER v. ING ALEXANDER YIM LEUNG (also known as ING YIM LEUNG, ALEXANDER) AND OTHERS

PEARL ORIENTAL INNOVATION LTD AND ANOTHER v. DICHAIN HOLDINGS LTD