RONHO LTD. v. WONG YIM FAN

HCA12820/98

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO. 12820 OF 1998

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J U D G M E N T

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1. This is an application for summary judgment by the plaintiff, Ronho Limited, against the defendant, Mr WONG Yim-fan. The defendant is the registered owner of the property at Ground Floor, No. 8 New Eastern Terrace, Hong Kong (the said property). By a sale and purchase agreement dated 31 July 1997, and made between the plaintiff and the defendant, the defendant agreed to sell and the plaintiffs agreed to buy the said property at the price of $7,230,000. Pursuant to the said sale and purchase agreement, the plaintiff paid a deposit of 20 per cent of the sale price, namely, $1,446,000 to the defendant. Completion was scheduled to take place on or before 22 July 1998.

2. It is not disputed that under the said agreement the defendant must show and prove a good title to the said property, and that the plaintiffs were entitled to raise objections and requisitions to the defendant's title over the said property.

3. Clause 24(e) of the agreement expressly provides that if the plaintiff makes and insists on any objections or requisitions and the defendant is unable or unwilling to answer or to prove a good title, the defendant is entitled to give to the plaintiff not less than seven days' notice to annul the sale.

4. Between 8 August 1997 and 10 July 1998 the plaintiff did make objections and requisitions as to the defendant's title to the said property. Throughout that period, the defendant did not comply or his solicitors did not comply with the said objections and requisitions as to title. Instead, by a letter dated 11 July 1998, the defendant's solicitors, pursuant to Clause 24(e) of the sale and purchase agreement, gave notice to the plaintiff that unless the objections and/or requisitions raised by the plaintiff were withdrawn, the sale of the property should be annulled. In that same letter, the solicitors for the defendant requested for the return of all title deeds and documents forthwith.

5. The plaintiff, through his solicitors, did not withdraw the objections and requisitions, and that attitude was demonstrated in a letter dated 17 July to the effect that the suggestion of annulment of the sale and purchase agreement was agreeable. By a letter dated 18 July 1998, the solicitors for the plaintiff requested, pursuant to the original sale and purchase agreement, for a cancellation. Indeed, a draft cancellation agreement was enclosed in that letter dated 18 July 1998.

6. The aforesaid background of the case is not in dispute at all.

7. In this proceedings the defendant, Mr WONG, suggested that the plaintiff was at all material times aware of the illegal structures, which was one of the matters raised by the plaintiffs in the objections and requisitions as to title. Mr WONG also alleged that he had been wrongly advised or misled by his then solicitors when the suggestion of the annulment of the sale and purchase agreement was made. If what Mr WONG said was correct, then I cannot help but have some degree of sympathy for Mr WONG. But those matters are not relevant to the issues before me. If Mr WONG feels aggrieved by the advice which was wrongly or negligently given by his solicitors then, of course, it is open to him to seek such redress as he may be entitled to against his then solicitors. These are not matters which concern the plaintiff.

8. As I have observed in the course of the argument raised by the parties, the issue that I have to resolve is a narrow one, namely, whether the sale and purchase agreement had been annulled in accordance with the agreement itself. The undisputed fact is that the defendant had, in accordance with the original sale and purchase agreement, suggested to annul the agreement, which suggestion was accepted and followed on by the plaintiff. It is not open to the defendant now to suggest otherwise. As I said, if the defendant feels aggrieved by the advice he received from his solicitors, the matter ought to be pursued against his solicitors.

9. Whatever sympathy that I may have for Mr WONG, on the undisputed facts, the sale and purchase agreement between the plaintiff and the defendant had been annulled and the stipulated consequences upon such annulment would follow. The consequences of such annulment have been clearly spelt out in the agreement itself, one of which, of course, is that the defendant must return the deposit to the plaintiffs.

10. In the circumstances, I am satisfied that the issue involved in this dispute is a simple one, and on the undisputed facts, it must be resolved in favour of the plaintiff. In the circumstances, I make an order in terms of Prayer No. 1, 2 and 3 of the statement of claim.