ORIENT LEASING (HONG KONG) LTD v. N.P. ETCHES AND OTHERS

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J U D G M E N T

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1. This action came on before me on the 14th of February, that is last Thursday. When Counsel opened on the pleadings and bundles, certain agreed facts were put before me, as follows :-

1. Templin Investment, Ltd. ("Templin") is a wholly-owned subsidiary of the Lo's Mee Kwong ("L.M.K.") Group and owns Kwai Chung Town Lot No. 346 ("the Lot"), which was assigned to it by L.M.K. in 1977.
2. Templin had been debited by L.M.K. with building costs of $33,000,000.00.
3. Templin was debited by L.M.K. with the cost of the first air-conditioning system, paid for on its behalf by L.M.K.
4. The audited accounts of Templin for the years 1981 and 1982 shew the first air-conditioning system as an asset in the books of Templin, upon which depreciation was claimed by Templin.

2. An exhibit was produced to me, which is Exhibit 1, and in the afternoon I made certain Orders, namely :-

1. The 3rd and 4th Defendants do have leave to amend their Defence in red along the lines of the document handed in to and initialled by me, without re-service.
2. The 1st and 2nd Defendants do have leave to correct their amended Defence in red, without re-service.
3. The Plaintiff do have leave to serve a Reply, if so advised, at or before 12.00 hours on Tuesday 19th February 1985.
4. The trial be adjourned :-

(a)     to 09.15 hours on Friday 15th February 1985 for a view of the locus in quo, and thereafter,

(b)     for hearing at not before 10.00 hours on Monday 25th February 1985.

    5. The costs of and occasioned and thrown away by Orders 1, 2 and 3 hereof be reserved to the conclusion of the trial.

   The following Friday, that is the 15th of February, I had an extensive view of the site, and I was greatly assisted in it by the presence of the two experts, whose reports form Bundle C on behalf of the Plaintiffs, it is that of Mr. Duff HSU of Thomas Anderson & Partners (H.K.) Ltd. - and Bundle D on behalf of the 3rd and 4th Defendants, it is that of Mr. LEE Sui-sing of Jones, Lang Wootton.

3. The case resumed on the 25th, and I was asked, and I agreed, to make a consent order to try as a preliminary question or issue that part of the pleadings which related to this question : "Are the items listed in paragraph 1 of the amended statement of claim or any one or more of them, other than the items specifically not pursued by the plaintiffs, chattels or fixtures?". The items specifically not pursued are, reading from the amended statement of claim, 1(c), 1(f), 1(g), 1(h), 1(i) and the wiring of 1(a) and the wiring referred to in 1(e).

4. Most unfortunately, Mr. Duff SIU was not present when the hearing was resumed and an application was made to call a Mr. Joseph LUI - I do not know of what firm - as an additional expert. Objections were taken by Mr. Kaplan and Miss Yuen, standing on the Order of Master Clay of the 29th November 1984, and on their lack of awareness of anything that Mr. Lui was going to say and on the absence of any report on his part : I upheld the objections and said that I would not hear Mr. Lui, and that, if my decision were to be challenged, I would give the reasons therefor : I did not give reasons at the time in order to get on with the case. Both parties have indicated to me that, if they do wish those reasons, they will notify my Clerk. If they do, they will have them quickly.

5. I heard evidence from LEE Sui-sing amplifying his report, and dealing with one or two queries that I had raised at the site, and he was cross-examined by Mr. Chang on behalf of the Plaintiff.

6. The judgment that I am about to deliver is based on what I saw at the site, together with such explanations as I then received, on the oral evidence of Mr. Lee, on the matters raised in the pleadings, on the contents of Bundle B and on Exhibits 1 and 2.

7. In relation to Exhibit 1, I should say that very strong objections were taken to it, but I nonetheless permitted it to remain an Exhibit in the preliminary issue, although its weight will be less than if some explanation had been offered for it in due time. It was originally handed to me as a photostat copy of page B167. It was not.

8. The basic rule is quite simple. It is accepted by both parties that that which is affixed to the land becomes part of the land. I am not talking about war pavilions of Chinese emperors, or war tents of upstart corporals of artillery who decide to campaign all over Europe, or scout tents or the like, nor Anderson shelters which are placed on the land with the intention of having them removed when the war is over. A modern building becomes part of the land. It is either piled in, footed in or put on a raft. Anything that is affixed to such a building - and it is with such a building that I am dealing - becomes affixed to the land because it is affixed to a building that is affixed to the land. That is the common law rule.

9. I gathered from one of the authorities that I was asked to look, one of the many, that it was also a civil law rule. But this is a common law court and I am dealing only with common law principles.

10. In order to mitigate the harshness of that rule, the common law, which is one of its joys, developed and grew. It is still growing and developing, and exceptions to that rule have become very well known. They are still developing. Things that are (possibly) affixed to a building, not for the purpose of the building itself - but for the enjoyment of the beholder, do not become fixtures. As between a landlord and a tenant, things that are affixed to the land for the purpose of a trade or business do not necessarily become fixtures, and can be removed at the end of the tenancy. And, indeed, as against a mortgages, certain possessions of a mortgagor can become exceptions to the basic rule.

11. I must now recite the basic chronology of events :-

12. On 25th May 1977, L.M.K. mortgaged the Lot to the Chartered Bank : Pages B3 to B15.

13. On 15th February 1978, L.M.K. assigned the Lot, subject to that mortgage, to Templin : Pages B16 to B22.

14. On 28th July 1978, Templin qua mortgagor and L.M.K. qua borrower executed a second building mortgage of the Lot : Pages B24 to B45.

15. Notwithstanding the foregoing, L.M.K., on 22nd December 1978, entered into a contract with Hutchison-Boag Engineering Limited for the installation of a water-cooled air-conditioning system at the factory erected on the Lot : Pages B47 to B56. I shall have to refer to that contract later in this judgment.

16. On 15th April 1980, there was a further charge in the nature of the second building mortgage, made between Templin qua mortgagor, L.M.K. qua borrower and the Chartered Bank : Pages B59 to B64.

17. A building was completed on the Lot and named Join-In Estate Building. On 18th October 1980, that building was charged, and the earlier mortgages and charges were amalgamated with that charge. The document appears at pages B69 to B74, and, once again, Templin is the mortgagor, L.M.K. the borrower, and the agreement is with the Chartered Bank.

18. On the same day, 18th October, Templin entered into a Deed of Mutual Covenant with the Chartered Bank : Pages B75 to B109. I shall have to refer to that Deed later in this judgment.

19. On 13th of January 1981, Templin qua mortgagor and L.M.K. qua "Requesting Party" mortgaged two units on the 6th, 7th and 8th floors of Join-In Estate Building to the Hong Kong & Shanghai Banking Corporation : Pages B113 to B137.

20. On 26th October 1982, the accounts of Templin to 31st March 1982 were signed by the accountants and auditors : They are to be found at pages B217 to B239. The fixed assets, which appear at page B219, are subject to breakdown for depreciation purposes, as appears at pages B223. In the note to the accounts, at page B224, the air-conditioning plant is set out as a fixed asset entirely separate from the other items mentioned on that page. At page B225 there is a reference to an addition to the air-conditioning plant. And at page B227 there is set out, as part of operating income, the receipt of air-conditioning charges - presumably from the tenants of the Join-In Estate Building. Included in the accounts is a debit note from L.M.K. to Templin, which appears at page B234, where L.M.K. debits Templin with the construction costs of the building. At page B238 there is a debit note from L.M.K. to Templin, debiting Templin with the cost of air-conditioning installation "paid on your behalf". At page B239 there is a architect's certificate for payment of Hutchison-Boag in relation to the air-conditioning installation work at the Join-In Estate Building, and it is addressed to Templin qua employer.

21. On 19th October 1982, Templin qua mortgagor and L.M.K. qua borrower mortgaged the second floor, including the flat roof and the third to fifth floors and certain car parking spaces on the first floor, to Dao Heng Bank Limited : See pages B243 to B274.

22. There were other mortgages with which I shall not deal.

23. On 14th September 1983, the 3rd and 4th Defendants were appointed Receivers of part of the building by the Chartered Bank and on the same day, the 3rd and 4th Defendants were appointed joint Receivers and Managers of other parts of the building by Citibank : See pages B325 and B326.

24. On 16th September 1983, the 1st and 2nd Defendants were appointed Receiver of part of the building by Dao Heng Bank : See pages B327/8.

25. On 28th September 1983, the 1st and 2nd named Defendants were appointed Receivers and Managers of other parts of the building by Hongkong & Shanghai Bank : See page B329.

26. I must now revert to the contract between L.M.K. and Hutchison-Boag, to which I have referred. It is a contract for the installation of a "water-cooled air-conditioning system as detailed hereunder" : See page B47. The contract set out the tons of refrigeration and the number of occupants designed for each floor and the temperatures proposed, and then, at page B50, it says this :-

"The whole installation is designed of water-cooled centrifugal type chiller plant, single zone single duct central air distributing system. Using fresh water as condensing and chilled water circulating medium in co-operating the P.V.C. water cooling tower, fan and coil type air handling units and water circulating pumps as major equipment for the system.".

Those are all detailed out in the parts of the contract that follow, with their purposes; and, at page B54, the major items are set out with the model number, the country of origin and delivery times. The theme is clearly one of an entire unitary system.

27. I must now revert, albeit briefly, to the Deed of Mutual Covenant. Clause 6 of that Deed provides for the expenses, which include the costs of maintaining, operating, repairing and renewing "other apparatus intended for the general service" which "are to be divided into 544 shares and to be paid each month by the owners for the time being are of the land on the building in the proportion to describe in the schedule.". The various owners did pay such proportions. By Clause 11, Templin reserved for itself the exclusive right to erect and maintain air-conditioners on the flat roofs, the roofs, the upper roof of the building, for the purposes of serving the said building as a whole for any part or parts thereof. The Second Schedule dealt with the rights to make connections to the air-conditioning plant room. The Fourth Schedule dealt with the distribution of the shares in the building.

28. The installation of the air-conditioning system was at about that time - towards the end of 1980 or the beginning of 1981. Exhibit 1 came into existence, I am told, in November 1980, and that was a proposal by L.M.K. to the Plaintiffs for the leasing to L.M.K. of the air-conditioning system, which had been installed in the building : That came to naught.

29. There was a second lease proposal in January 1982, which was acted upon; and a lease agreement was signed on the 27th of February, 1982, which is to be found at B168 to B176 : A copy of that proposal is Exhibit 2.

30. The air-conditioning system runs throughout the building. Certain additional air-conditioning parts were added to the system, but I am not concerned with those today.

31. It appears from the documents before me, that the party who paid for the air-conditioning was the owner of the building, which was Templin. Whether that is true or not, is not for me to decide in this preliminary issue. The agreement for the "sale" by L.M.K. of the air-conditioning system to the Plaintiff - is at pages B178/9 - whether that was a genuine sale is not for me to decide in this preliminary issue, because all three parties before me have asked me to treat it, for the purpose of the preliminary issue, as a genuine sale. Equally, I have been asked to treat the leasing-back (pages B168 to B177), as a genuine lease for the purpose of this preliminary issue. I am, therefore, to some extent, deciding the issue in a world of make-believe. Nonetheless, it is a civil action; that is what the parties want me to do, and that is what I have agreed to do.

32. I have had a wealth of authority cited to me, and I propose to annex to this judgment a list of these authorities cited, together with those pages of them which I have read to me by Counsel.

33. As I said, I have to decide this on the totality of the evidence, and the totality of the evidence is not merely Bundle B; it is not merely the documents put before me, or even the averments in the pleadings; not even the experts' reports, Bundles C and D, but to a very great extent the impression made on me by the site visit.

34. I have made some notes on the site visit, which will also be annexed to this judgment so that Counsel will know, albeit in the barest outline, what it was I saw and observed. Those things that are recorded in my Notes of Site Visit are specific items that the experts, or Counsel, invited me to record on the Site, but they by no means represent the whole of the impression created on me.

35. I must add a word of caution here. In relation to photographs 7 and 8, my Notes must be qualified by what was said to me by Mr. Lee. Although photograph 11 is not mentioned in my notes, in relation to what I saw in photograph 11 and what I recorded in photograph 12, that must also be read in connection with the evidence given to me by Mr. Lee. Those qualifications to my notes are also to be found in an Appendix to this judgment.

36. The first thing I have to decide is; was there any form of affixing at all? It is urged upon me by the Plaintiff that, in respect of a number of the items, there was no affixing. It is true that certain of the items claimed in the amended statement of claim - or rather what is left of it after the abandonment of the items I have listed - are free-standing. But the fact that something is free-standing does not of itself automatically mean that it is not affixed to the land, because if that free-standing object is affixed to a fixture in such a manner that it becomes part of that fixture, then it is as affixed to the land as the fixture (which is not free-standing) to which it is connected.

37. It is quite clear on the authorities that connection for the purpose of motive power is not a connection which would, ipso facto, make the thing which is free-standing a fixture. An example of that is a rotary press, free-standing but attached to an engine, which is a fixture, by a belt which is merely run from the engine to the rotary press and turns it round as the engine turns. It does not necessarily make the rotary press a fixture, although the engine is. There are other examples, such as batteries with leads.

38. The only discordant note struck in a long list of authorities going back not very far, but to 1851, is a decision of Judge Cons, as he then was, in Penta Continental Land Investment Co., Ltd. v. Chung Kwok Restaurant Ltd. : Tai Sing Co. Ltd. claimant⁽¹⁾ in a distress case.

39. Now, attachment is one thing : the degree of attachment is something else that I have to consider. The nature of the thing attached is another matter that I have to consider. The purpose of the placement is another matter that I have to consider. When I say "purpose", a good example of it, being that given in a number of authorities, is whether something is placed there for the betterment of the building as a whole and the occupants thereof; or as an object therein to be admired; whether it is to enhance the building; or merely is something attractive within the building to give enjoyment to the beholder.

40. There is a number of authorities before me, but the speech of Lord Halisbury in Leigh & Others v. Taylor & Others⁽²⁾, at page B158, is a very useful and very helpful example of the sort of things that I have to consider.

41. The claim now relates only to "two Westinghouse PE-360W2 centrifugal packaged chillers"; 21 Hong Kong made AHW type air handling units together with their own "water proof drain basins, aluminium flatted air filters, fan motor and pully and thermal installation of cabinet"; two sets of "'Poly' model PCT-400 P.V.C. water cooling towers"; a main control panel; and a number of starting panels.

42. I have come, on the facts, and on my observation, to the conclusion that all of these are fixtures for a number of reasons. First of all, I consider them either to be affixed to the building, or so affixed to fixtures affixed to the building that they have become themselves fixtures.

43. If I were wrong about the affixing to the building, then I would say that they are - and it was intended that they should be - such an integral part of the whole of a fixture that they could not themselves lose the character of a fixture by nature of their attachment.

44. Their attachment is not in the nature of the attachment in the batteries case. Their attachment is not in the nature of the rotary press case⁽³⁾. I have seen them, I have looked at them; they are, as described in the contract, part and parcel of a whole integral unit, intended by the parties, in the first place, to be a whole and to be fixtures.

45. If I were wrong about that, the purpose and intention of fitting these to the building was not so that they could be removed, and I bear well in mind the lease proposal, which I am asked to consider as genuine, and the sale to the Plaintiff, which I am asked to consider as genuine. In my judgment, these were put in with the intention of them forming part of the building for the purpose of the building as a whole, and for the use of the numerous tenants who would inhabit the various floors in that building.

46. I have been asked to consider these, one by one, bit by bit. In so far as it may be necessary, I shall also do that, and I will start with the water cooling towers.

47. The water cooling towers, in my judgment, are affixed to the building in two ways. First of all, they are affixed by means of "V" struts, which are bolted to a metal shoe, which itself is set on to a concrete plinth and then bolted, and later concreted, into that concrete plinth, and the concrete plinth adheres to the roof slab by the adhesive nature of the concrete. I find that to have been done deliberately. It would have been a very simple matter to have ensured that there was no adhesion. But, for very obvious reasons, such as those mentioned by Judge Huggins, as he then was, in Irene Loong and Pun Tsun Hang v. American Engineering Corp., Fed. Inc. and Far East Import & Export Ltd.⁽⁴⁾ - it was done quite deliberately in order that, in high winds, typhoons and conflicting vibrations that the cooling towers should not move. After all, they are very light. Mr. Lee tells me they were almost entirely made of P.V.C., and, no doubt, the installers had the same horrid vision as I had when they were being described to me, of what would happen in a typhoon and, in my judgment, and from what I have seen, it was a deliberate attachment. But there is something else. They are so attached to the system that they are part of the system and not, as in the case of Penta⁽¹⁾, a machine entire of itself which could function very well on its own, but which just happened to be attached to some trunking.

48. It behoves me, I think, at this point to pass briefly to the Penta case⁽¹⁾. It is quite clear from there that they were just ordinary air-conditioners. They were put in a garage adjoining a restaurant, and they were attached to pipes which connected them to the building next door. They could just as well have been used for air-conditioning the garage, if anybody had a vehicle of sufficient value to keep it there and let it be preserved from the atmosphere of Hong Kong by the cooling nature of the machines. That is as far as one can imagine from these cooling towers. These cooling towers cannot cool anything, unless they are connected to something to cool, whereas the air-conditioners in the Penta case could cool by natural means. When I say "natural means", I mean unnatural natural means. They could cool just like any unit in a flat, provided they are not attached, as they were in the Irene Loong case⁽⁴⁾. But the water cooling tower could not function on its own. I am not talking about motive power, I am talking about fulfilling its own function. It can only fulfil its own function if it is connected, as this one is connected, by a pipe to the mains (which puts water in), and by the other pipes taking water out to other part of the system. And when I talk about the system, I am not intending to "stand on their head" the authorities that have been cited to me. I am looking at it as something that is an integral part of the whole, most of the whole being a fixture.

49. Equally, the chillers : One only has to see them to realise that they are not attached for the purpose of motive power; they are not self-functioning machines just stuck on the end of some ducting, as in Penta⁽¹⁾; they are connected by pipes that take water in to be processed within it, and take water out.

50. Equally with the air handling units - I have seen them. I have looked most carefully at the way in which they were connected. It is not like a washing machine; it is not like a battery where you just plug it in. These are inextricably attached to fixtures, and, even if I did not consider them part of a whole, I would consider them affixed to fixtures.

51. One thing that caused me some difficulty was the starting panels. But the starting panels again are not like the batteries, or the air-conditioners in Penta⁽¹⁾. These are designed, as appears from the contract of Hutchison-Boag, see page B52, as controls for the whole operation of the centrifugual chilling system, the water pumps and the water cooling system and the remote control of all the air handling units, and there are auxiliary panels on each floor with switches and relays, indicating lights and push-buttons for operating the air handling units on every individual floor, and they are erected adjacent to each of the air handling units. They have cable trunking, conduits and wires, which are neither motive power nor attachment to an eletricity supply. Yes, there is electricity fed into them, but that is not what I am concerned with; I am talking about the conduits and electrical wiring, which run from them to other integral parts of the whole of this air-conditioning system. What I saw led me to believe, and what I have heard since and read since, has confirmed me in my belief, that they are undoubtedly fixtures within the meaning of all the authorities that have been cited to me, and that they do not anywhere fall within the exceptions to the rule.

52. Two matters have been raised on exceptions. Suffice it to say that I do not accept that these items fall within those exceptions to the general rule. The Gough v. Wood⁽⁵⁾, and Ellis v. Glover⁽⁶⁾ principles are very well known. Suffice it for me to read the headnote in Ellis v. Glover & Hobson, Limited⁽⁶⁾:

"In the absence of express stipulation to the contrary, a mortgagor in possession has the right to permit trade fixtures to be put up and removed from the mortgaged premises provided they are removed before the mortgagee takes possession.".

53. It is enough for me to read that to shew that it does not apply to this case. These are not trade fixtures like a shop fitting, or like a refrigeration case for someone who sells soft drinks. They are, as I say, machines which, although entire in themselves - and Mr. Lee has conceded that - cannot function on their own as the Penta⁽¹⁾ air-conditioning could.

54. So for all those various reasons, first of all, the attachment; second, the degree of attachment; third, the what I may call secondary attachment; fourth, the purpose; fifth, the integral part of the system; sixth, the documentation concerning their installation, have led me to the conclusion that every single one of these, in law, is a fixture.

55. Free from authority, I might have found one or two items not to be fixtures. But, on the authorities cited to me, I must find that every one of them is.

56. The ones that are no longer claimed are the Hitachi OU-CH suction centrifugal pumps. They fall within what I have decided, as much as the other matters. The system of galvanized steel pipes of class B and black steel pipes of class B and the P.V.C. pipes and the galvanized sheet metal ducts, even more than anything I have mentioned, fall within the legal definition, as modified, of fixtures. But I only had to see what I saw, of their affixation to the premises - the hoops, the bars and springs and the bolts that fasten part of them to beams or to roof slabs or to floor slabs, the running of them through holes specially built, purposely built, for them, as appears from the documents, their running through the building, down the building, down into light wells, along each floor, attached to the building in every conceivable way, the hooping of them into saddles, their attachment to plinths - all of those led me to the conclusion that, even if they had not been abandoned by Mr. Chang, I would have found them to be fixtures individually - that is severally - and jointly - as part of the entire unit of air-conditioning system contracted at B47 to be installed in this building.

(1) (1967) D.C.L.R. 22

(2) (1902) A.C. 157

(3) (1908) 52 Sol. Jo. 215

(4) (1959) D.C.L.R. 192

(5) (1894) 1 Q.B. 713

(6) (1908) 1 K.B. 388

Appendix I to Judgment

BETWEEN

NOTES ON SITE VISIT

    Photo. No. 3. The V struts supporting the cooling tower are bolted to a shoe, which is let in by about an inch into the concrete. The shoe is first bolted to the concrete and then an additional concrete surface is put on it. The concrete blocks themselves are not let in to the roof slab: They are on the roof slab; but because of the adhesive nature of the concrete they cannot be moved from it. The pipes that go from the cooling machine through the wall are laid on, but not into, grooves in the concrete slabs.

    Photographs 7 and 8. The machinery is bolted to the concrete slab, which are laid the same way on the roof slab. But see pp. 220 and 221 of my notes.

    Photograph 9. The pipes are held by banded bracket bolted to a T bar, which itself is bolted by a rod and spring to another metal attachment, which itself is bolted into the ceiling. The blue pipes are attached similarly, but instead of to the ceiling they are attached to the beam. We are not concerned with the grey cabinet on photograph 11.

    Photograph 6 and Photograph 5, the chillers are in fact free-standing, just resting on two concrete slabs.

This metal frame, in turn, is then screwed-fixed to the concrete pad underneath, and the concrete pad is isolated from the main concrete slab by anti-vibration infill made of a plastic material, which comes a tub - when it will solidify and form like a piece of rubber insulation. It is a very common practice to isolate pump machinery in this manner to reduce vibration of each operation and its effect on the occupants. The infill is on five sides.

Appendix II to Judgment

LEE Shiu-shing affirmed in English.

Examination in Chief

    Photographs 12. It is free-standing: Both parties agree that that starter is free-standing. The cables arise out of the top and run into aluminium ducting.

    Photograph 10. The pipes leading out of the chilling unit run through brackets - through loops which are bolted to brackets, which are bolted to the concrete floor.

    No. 1 chilling unit starter is partly set in concrete and partly resting on a foot.

    The large blue pipes coming from the pumps go through the wall where there is a door "fire pump service inside". They make right hand bend, go out through the outer wall and then go down through a light well.

    The compressor unit is resting on a firm rubber base. On top of compressor shell and running out of it, are the refrigeration pipes inside a protective covering, and they run down into the main shell itself, which is connected with the control panel, into the blue pipes with the wheels shewn in photograph 5.

    The compressor has four bolts let into the stand or saddle on which it is resting. Both experts agree that the stand, into which the compressor is bolted, is welded in fact to the tubular shell.

    On the 14th floor, the air handling unit, is free-standing on six legs, and it is attached to the trunking and to the cold water pipes coming down from the roof. The condensation pipe runs from the base of the unit and down through the roof slab.

    The air-ducting connected to the handling unit also runs to the window with fresh air intake.

    The handling unit on the 5th floor is identically fixed, with that I have seen and described on the 14th floor and is connected in the same way as I described earlier.

APPENDIX III TO JUDGMENT

List of Authorities

1(a)     Mellawell v. Eastwood & Ors. (1851) 6 Ex. 295.

(b)     d'Eyncourt v. Gregory (1866) L.R. 3 Eq. 382.

(c)     Climie v. Wood (1868) L.R. 3 Ex. 254.

(d)     Climie v. Wood (1868) L.R. 4 Ex. 328.

(e)     Holland & Anor. v. Hodgson & Anor. (1872) L.R. 7 C.P. 328.

(f)     Gough v. Wood & Co. [1874] 1 Q.B. 713.

(g)     Wuddersfield Banking Co. Ltd. v. Henry Lister & Son. Ltd. [1895] 2 Ch. 273.

(h)     Hobson v. Corringe [1897] 1 Ch. 182.

(i)     Viscount Hill v. Bullock [1897] 2 Ch. 55.

(j)     In re de Falbe: Ward v. Taylor [1901] 1 Ch. 523.

(k)     Reynolds v. Ashby & Son, Ltd. [1903] 1 N.B. 87.

(l)     Leigh & Ors. v. Taylor & Ors. [1902] A.C. 157.

(m)     Lyon & Co. v. London City & Midland Bank [1903] 2 K.B. 135.

(n)     Reynolds v. Ashby & Son [1904] A.C. 466.

(o)     Northern Press & Engineering Co. v. Shepherd (1908) 52 Sol. Jo. 715.

(p)     Crossley Eros., Ltd. v. Lee [1908] 1 K.B. 86.

(q)     Ellis v. Glover & Hobson, Ltd. [1908] 1 K.B. 388.

(r)     In re Lord Chesterfield's Settled Estates [1911] 1 Ch. 237.

(s)    Vaudeville Electric Cinema, Ltd. v. Huriset [1923] 2 Ch. 74.

(t)     The Hong Kong Land Investment & Agency Co., Ltd. by its Attorney William Robert Wilkinson v. Athena Studio - The Eastern Bazaar (1934) 26 H.K.L.R. 39.

(u)     Hulme v. Brighham [1943] K.B. 152.

(v)     Jordan v. May [1947] K.B. 427.

(w)     Lam (W.F.) v. Law (S.M.) & Ho (Y.S.) (1958) D.C.L.R. 247.

(x)     Billing v. Pill [1954] 1 Q.B. 70.

(y)     Loong (I.) v. Pun (T.H.) - American Engineering Corp., Fed. Inc. & Far East Import & Export, Ltd. (1959) D.C.L.R. 192.

(z)     Penta Continental Land Investment Co. Ltd. v. Chung Kwok Restaurant, Ltd. & Tai Shing Co. Ltd. (1967) D.C.L.R. 22.

2(a)     Halsbury's Laws of England; 4th ed.; Vol. 4, Bills of Sale.

(b)     Kerr on Receivers; 16th edn.; 305 & 330.

(c)     The Law of Real Property; Megarry & Wade; 4th ed.; Part 7; 711/9.