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HCA845/2024
FOREVER CONCORD LIMITED (Receivers and Managers Appointed) AND OTHERS v. LAU KWONG & FUNG (A Firm) AND OTHERS
Case Details
Case ReferenceHCA845/2024
CourtCourt of First Instance of the High Court 高等法院(原訟法庭)
Date Published2026-03-18
LanguageEnglish
NCN[2026] HKCFI 1543
Claimant / ApplicantFOREVER CONCORD LIMITED (Receivers and Managers Appointed), ATHORA LUX INVEST S.C.SP. - LOAN ORIGINATION (Intended 2nd Plaintiff), APOLLO CREDIT FUNDS ICAV (Intended 3rd Plaintiff)
Defendant / RespondentLAU KWONG & FUNG (A Firm) (1st Defendant), YEUNG YET HE (2nd Defendant), FAMEWAY FINANCE LIMITED (3rd Defendant), HAU, LAU, LI & YEUNG (A Firm) (Intended 4th Defendant)
JudgesDeputy High Court Judge Laurence Li SC
Claimant CounselMr Michael Lok and Mr Billy Liu
Claimant SolicitorsGall
Defendant CounselMr Jeffrey Chau and Ms Noel Chan (1st Defendant); Mr Frederick HF Chan and Mr Dexter Leung (Intended 4th Defendant)
Defendant SolicitorsDeacons (1st Defendant); Johnson Stokes & Master (Intended 4th Defendant)
Judgment Summary
Facts
- •Property on the Peak was owned by Joy Rich Development Limited (in liquidation) with first and second mortgages
- •Buyer obtained HK$100 million loan from Lenders to finance mortgagee sale purchase
- •Facility Agreement restricted loan proceeds to deposit only, requiring Lenders' consent for any other use
- •Lenders appointed Mr Mintz as director of HoldCo and BidCo to control company actions
- •LKH held HK$64 million deposit as stakeholder per Mortgagee Sale Tender Document
- •LKH released deposit and additional funds to 2nd Mortgagee without Lenders' consent
- •Sale terminated when Legal Owner's creditors did not approve
- •Loan remained unpaid; Receivers appointed to BidCo on 18 January 2024
- •Defendants alleged subsequent Heads of Terms and Framework Agreement authorized the releases
Issues
- •Whether Amendment Summons should be granted to add parties and amend claims
- •Whether Strike-out Summons should succeed in striking out claims as demurrable
- •Whether dishonest assistance claim is properly pleaded with sufficient particulars
- •Whether unlawful means conspiracy claim has adequate pleading of agreement element
- •Whether breach of stakeholder/trust obligations claim is arguable
- •Whether professional parties can rely on instructions contradicting clear contractual arrangements
- •Whether Quistclose trust may arise from the loan arrangement design
Outcome
- •Amendment Summons granted
- •Strike-out Summons dismissed
- •Claims against LKH and HLLY not demurrable or abuse of process
- •Costs ordered to BidCo with certificate for two Counsel
- •Costs to be summarily assessed if not agreed
- •BidCo to submit statement of costs within 28 days
- •LKH and HLLY may submit objections within 14 days thereafter (limited to 5 pages)
Implication
- •Amendments at early stage should be readily allowed unless claims bound to fail
- •Strike-out succeeds only where claim is obviously demurrable and impossible to succeed
- •Professional parties expected to be mindful of contractual arrangements they advised on
- •Reliance on instructions not complete defence when instructions contradict clear agreements
- •Conspiracy agreement particulars may be deduced from pleaded facts without exact dates
- •Quistclose trust may arise where loan proceeds restricted to specific purpose
- •Receivers not relieved of pleading obligations but facts may be apparent from circumstances
Laws & Authorities Cited
- §Natamon Protpakorn v Citibank NA [2009] 1 HKLRD 455 (CA)
- §Convoy Global Holdings Limited & Ors v Cho Kwai Chee Roy & Ors [2018] HKCFI 2111
- §Polyline Development Ltd v Ching Lin Chuen [2021] HKCFI 483
- §Cyberworks Audio Video Technology Ltd v Mei Ha (HK) Company Limited [2020] HKCFI 398