MASTER UNIVERSE DEVELOPMENT LTD v. MASS OCEAN INTERNATIONAL LTD AND OTHERS

HCA 1295/2015, HCA 1849/2015
and HCA 1850/2015
(Heard together)

[2026] HKCFI 4000

HCA 1295/2015

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 1295 OF 2015

____________________

AND

ACTION NO 1849 OF 2015

AND

ACTION NO 1850 OF 2015

_______________________

J U D G M E N T

_______________________

1.  These are three actions heard together by order of the Court.

2.  On the date of the hearing, Mr. Kelvin Liu, counsel for the Plaintiff/Plaintiffs in all the three actions, appeared.

3.  None of the Defendants in all the three actions appeared or was represented.  In fact, those Defendants appeared to drop out of the proceedings by their own choice quite early on because they respectively failed to attend the relevant Case Management Conferences.  As a result, their respective Counterclaims and/or Third Party Claims were struck out by order of the court.

4.  The Plaintiff/Plaintiffs have asked for declaratory relief in all the three actions.  Initially, I was a bit concerned about granting such declaratory relief in the absence of argument by the Defendants.

5.  Having considered the law, in particular, the case of Koo Ming Kown v Mok King Ting [2018] HKCFI 967 which decided that the court had an extremely wide discretion under its inherent jurisdiction in granting declaratory relief and the case of New York Life Insurance Co. v Public Trustee [1924] 2 Ch 101 at 122 in which the English Court of Appeal only expressed concern about granting declaratory relief which affected non-parties to the proceedings, I have come to the conclusion that it is appropriate for me to grant declaratory relief in this case because the Defendants had voluntarily failed to continue offering any opposition against the Plaintiff despite the fact that they had all filed Defences.

6.  At the hearing, the Plaintiff/Plaintiffs called a Madam Chan Cheuk Yin Wendy to give evidence in support of the Plaintiff/Plaintiffs’ pleaded cases.   There was of course no challenge to her evidence.  I find that the Plaintiff/Plaintiffs have proved their respective cases in the three actions.

7.  In the circumstances, I find for the Plaintiff/Plaintiffs on their claims in the three actions.

8.  In his written Closing Submissions, Mr. Liu has enclosed a draft Judgment in each of the three actions which the Plaintiff/Plaintiffs would ask the court to grant.  I take the view that the court should grant such Judgments.

9.  I therefore grant Judgment as follows: -

(i)     I grant Judgment in favour of the Plaintiff in HCA 1295/2015 in the terms of the draft Judgment annexed hereto as Annexure 1.

(ii)     I grant Judgment in favour of the Plaintiffs in HCA 1849/2015 in the terms of the draft Judgment annexed hereto as Annexure 2.

(iii)     I grant Judgment in favour of the Plaintiff in HCA 1850/2015 in the terms of the draft Judgment annexed hereto as Annexure 3.

ANNEXURE  1

HCA 1295 / 2015

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 1295 OF 2015

____________

____________

BEFORE DEPUTY HIGH COURT JUDGE P. FUNG, SC IN OPEN COURT JUDGMENT

Dated and entered the     day of     2026

     This action having been tried before Deputy High Court Judge P Fung, SC, without a jury, at the High Court, Hong Kong, and the said Deputy High Court Judge P Fung, SC, having on the    day of     2026 ordered that judgment as hereinafter provided be entered for the Plaintiff

     IT IS THIS DAY ADJUDGED that: -

1.     against the 1^st Defendant: -

(a)     it is Declared that between 14^th December 2011 and 21^st June 2021the Plaintiff was thetenant in possession of: -

     (i)     a Portion of the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 under a Tenancy Agreement dated 23^rd February, 2012 made between the 1^stDefendant as landlord and the Plaintiff as tenant whereby the 1^st Defendant granted to the Plaintiff a tenancy of the said Portion of the Remaining Portion of Section D of Lot 372 in Demarcation District No. 99 as shown coloured pink on Plan I annexed hereto for a term of 10 years commencing on 14^th December, 2011 and expiring on 13^th December, 2021 at the monthly rent of HK$66,000.00 together with the 1^st Defendant’s obligation to renew the tenancy of the said Portion of the Remaining Portion of Section D of Lot 372 in Demarcation District No. 99 for a further term of 10 years as provided in the Second Schedule thereto;

     (ii)     another Portion of the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 under a Tenancy Agreement dated 23^rd February, 2012 made between the 1^stDefendant as landlord and the Plaintiff as tenant whereby the 1^st Defendant granted to the Plaintiff a tenancy of the said Portion of the Remaining Portion of Section D of Lot 372 in Demarcation District No. 99 as respectively shown coloured pink on Plan II and Plan III annexed hereto for a term of 10 years commencing on 14^th December, 2011 and expiring on 13^th December, 2021 at the monthly rent of HK$37,901.00 together with the 1^st Defendant’s obligation to renew the tenancy of the said another Portion of the Remaining Portion of Section D of Lot 372 in Demarcation District No. 99 for a further term of 10 years as provided in the Second Schedule thereto;

     (iii)     the Remaining Portion of Lot No. 742 in Demarcation District No. 99 and the Remaining Portion of Lot No.743 in Demarcation District No. 99 under a Tenancy Agreement dated 23^rd February, 2012 made between the 1^stDefendant as landlord and the Plaintiff as tenant whereby the 1^st Defendant granted to the Plaintiff a tenancy of the Remaining Portion of Lot No. 742 in Demarcation District No. 99 and the Remaining Portion of Lot No.743 in Demarcation District No. 99 as respectively shown on Plan IV and Plan V annexed hereto for a term of 10 years commencing on 14^th December, 2011 and expiring on 13^th December, 2021 at the monthly rent of HK$11,000.00 together with the 1^st Defendant’s obligation to renew the tenancy of the said Remaining Portion of Lot No. 742 in Demarcation District No. 99 and the Remaining Portion of Lot No.743 in Demarcation District No. 99 for a further term of 10 years as provided in the Second Schedule thereto; and

(b) it is Declared that the 3 several agreements all titled “Option to a Tenancy” all dated 14^th December, 2011 in respect of portions of land as shown coloured pink in the plans marked HCA1295 Option Plan No.1, HCA1295 Option Plan No.2 and HCA1295 Option Plan No.3 annexed hereto, were valid, subsisting and binding as at the date of the Writ;

(c)    it is Ordered that the 1^st Defendant makes repayment:

     (i)    for total failure of consideration, of occupation fees and rents aggregating HK$24,388,832.00 found to have been paid by the 1^st Plaintiff to the 1^st Defendant; and

     (ii)   Government rents and rates paid by the Plaintiff for the use and benefit of the 1^st Defendant aggregating HK$446,978.00;

2.     against the 1^st and 2^nd Defendants: -

(a)     it is Declared that the purported Lease dated 22^nd April, 2015 made between the 1^st Defendant as the Landlord and the 2^nd Defendant as the Tenant whereby the 1^st Defendant purported to demise the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 to the 2^nd Defendant for a term of 10 years commencing from 1^st November, 2015 to 30^th October, 2025 for the rent of HK$330,000.00 per month is a sham transaction of the 1^st Defendant and the 2^nd Defendant acting in collusion for the purpose of defeating the interest of the Plaintiff as tenant and hence null and void as against the Plaintiff;

3.     against the 1^st and 3^rd Defendants: -

(a)     it is Declared that the purported Lease dated 22^nd April, 2015 made between the 1^st Defendant as the Landlord and the 3^rd Defendant as the Tenant whereby the 1^st Defendant purported to demise the Remaining Portion of Lot No. 742 in Demarcation District No. 99 to the 3^rd Defendant for a term of 10 years commencing from 1^st November, 2015 to 30^th October, 2025 for the rent of HK$66,000.00 per month is a sham transaction of the 1^st Defendant and the 3^rd Defendant acting in collusion for the purpose of defeating the interest of the Plaintiff as tenant of the Remaining Portion of Lot No. 742 in Demarcation District No. 99 and hence null and void as against the Plaintiff;

4.     against the 1^st and 4^th Defendants: -

(a)     it is Declared that the purported Lease dated 22^nd April, 2015 made between the 1^st Defendant as the Landlord and the 4^th Defendant as the Tenant whereby the 1^st Defendant purported to demise the Remaining Portion of Lot No. 743 in Demarcation District No. 99 to the 4^th Defendant for a term of 10 years commencing from 1^st November, 2015 to 30^th October, 2025 for the rent of HK$60,000.00 per month is a sham transaction of the 1^st Defendant and the 4^th Defendant acting in collusion for the purpose of defeating the interest of the Plaintiff as tenant of the Remaining Portion of Lot No. 743 in Demarcation District No. 99 and hence null and void as against the Plaintiff;

5.     against all Defendants: -

(a)     it is Ordered that the Defendants pay the Plaintiff the costs of this action to be taxed if not agreed.

 

 

ANNEXURE 2

HCA 1849/2015

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 1849 OF 2015

____________

____________

BEFORE DEPUTY HIGH COURT JUDGE P. FUNG, SC IN OPEN COURT

JUDGMENT

Dated and entered the     day of     2026

     This action having been tried before Deputy High Court Judge P Fung, SC, without a jury, at the High Court, Hong Kong, and the said Deputy High Court Judge P Fung, SC, having on the     day of    2026 ordered that judgment as hereinafter provided be entered for the Plaintiffs

IT IS THIS DAY ADJUDGED that: -

1.     against the 1^st Defendant: -

(a)     it is Declared that the 1^st Plaintiff between 23^rd February 2012 and 21^st June 2021 was the tenant of the 1^st Defendant in possession of a Portion of the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 under a Tenancy Agreement dated 8^th June, 2012 made between the 1^st Defendant as landlord and the 1^st Plaintiff as tenant (“the Tenancy Agreement”) whereby a Portion of Lot 372 DRP as shown coloured pink on the plan (marked as the HCA1849 TA Plan) annexed hereto for identification purpose (with colour code added for land registration purpose) is demised by the 1^st Defendant to the 1^st Plaintiff for a term of 10 years commencing on 23^rd February, 2012 and expiring on 22^nd February, 2022 (both days inclusive) at the rent of HK$37,901.00 per month together with an option to renew the tenancy for a further term of 10 years commencing 23^rd February, 2022 and expiring on 22^nd February, 2032 as provided in the Second Schedule thereto; and

(b)     it is Declared that the agreement bearing the title “Option to a Tenancy” dated 14^th December, 2011, in respect of the portion of land as shown coloured pink in the plan annexed hereto (marked HCA1849 Option Plan) was valid, subsisting and binding as at the date of the Writ;

(c)     it is Ordered that the 1^st Defendant makes repayment for total failure of consideration, of occupation fees and rents aggregating HK$13,018,356.00 found to have been paid by the 2^nd Plaintiff to the 1^st Defendant;

2.     against the 1^st and 2^nd Defendants: -

(a)     it is Declared that the Purported D2 Lease dated 22^nd April, 2015 made between the 1^st Defendant as the Landlord and the 2^nd Defendant as the Tenant whereby the 1^st Defendant purported to demise the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 to the 2^nd Defendant for a term of 10 years commencing from 1^st November, 2015 to 30^th October, 2025 for the rent of HK$330,000.00 per month is a sham transaction of the 1^st Defendant and the 2^nd Defendant acting in collusion for the purpose of defeating the interest of the 1^st Plaintiff as tenant and hence null and void as against the 1^st Plaintiff;

(b)     it is Ordered that the Defendants pay the Plaintiffs the costs of this action to be taxed if not agreed.

 

ANNEXURE 3

HCA 1850/2015

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 1850 OF 2015

____________

____________

BEFORE DEPUTY HIGH COURT JUDGE P FUNG, SC IN OPEN COURT

JUDGMENT

     Dated and entered the    day of    2026

     This action having been tried before Deputy High Court Judge P. Fung, SC, without a jury, at the High Court, Hong Kong, and the said Deputy High Court Judge P. Fung, SC, having on the     day of     2026 ordered that judgment as hereinafter provided be entered for the Plaintiff

1.     against the 1^st Defendant: -

(a)     a Declaration that the Plaintiff between 1^st April 2013 and 21^st June 2021 wasthe tenant of the 1^st Defendant in possession of a Portion of the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 under a Tenancy Agreement dated 30^th May, 2013 made between the 1^st Defendant as landlord and the Plaintiff as tenant (“the Tenancy Agreement”) whereby a Portion of the Remaining Portion of Section D of Lot 372 in Demarcation District No. 99 as shown coloured pink on the plan annexed hereto (marked as the HCA1850 TA Plan) for identification purpose (with colour code added for land registration purpose) is demised by the 1^st Defendant to the Plaintiff for a term of 8 years and 9 months commencing on 1^st April, 2013 and expiring on 31^th December, 2021 (both days inclusive) at the rent of HK$38,322.00 per month together with an option to renew the tenancy for a further term of 10 years commencing 1^st January, 2022 and expiring on 31^st December, 2031 as provided in the Second Schedule thereto; and

(b) it is Declared that the agreement bearing the title “Option to a Tenancy” dated 14^th December, 2011, in respect of the portion of land as shown coloured pink in the plan annexed hereto marked HCA1850 Option Plan was valid, subsisting and binding as at the date of the Writ;

(c)    it is Ordered that the 1^st Defendant makes repayment for total failure of consideration, of occupation fees and rents aggregating HK$6,998,992.00 found to have been paid by the Plaintiff to the 1^st Defendant;

2.     against the 1^st and 2^nd Defendants: -

(a)     it is Declared that the Purported D2 Lease dated 22^nd April, 2015 made between the 1^st Defendant as the Landlord and the 2^nd Defendant as the Tenant whereby the 1^st Defendant purported to demise the Remaining Portion of Section D of Lot No. 372 in Demarcation District No. 99 to the 2^nd Defendant for a term of 10 years commencing from 1^st November, 2015 to 30^th October, 2025 for the rent of HK$330,000.00 per month is a sham transaction of the 1^st Defendant and the 2^nd Defendant acting in collusion for the purpose of defeating the interest of the Plaintiff as tenant and hence null and void as against the Plaintiff;

(b)     it is Ordered that the Defendants pay the Plaintiff the costs of this action to be taxed if not agreed.