Disclaimer: These articles do not constitute legal advice and seek to set out the general principles of the law. Detailed advice should therefore be sought from a legal professional relating to the individual merits and facts of a particular case. The photographs included in this document are for decorative purposes only and should not be taken as a depiction of any matter related to the cases summarised. The views and opinions expressed in these articles are solely those of the members authoring them and do not necessarily reflect the official policy or position of Denis Chang’s Chambers, or of any other member or members of Denis Chang’s Chambers.
Insights
This edition of DCC Commercial Digest features a selection of significant judgments released in September 2025. Curated by Lee Siu Him and Henry Cheng, this issue highlights eight noteworthy cases, each accompanied by a concise summary. Our aim is to provide valuable insights into recent legal developments and enhance understanding of critical issues in commercial law.
Summary of Cases
Case 1: The Court of First Instance explains the meaning of “judgment which…is given pursuant to…a choice of Mainland court agreement” under the Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance, Cap 645
邓绵 (Deng Mian) v 潘荣 (Pan Rong) [2025] HKCFI 3905
Date of Decision: 1 September 2025
Coram: H Au-Yeung J
In this case, a Fujian Court transferred a case to a Shanghai first instance court and the Shanghai appellate court dismissed a respondent’s appeal. The applicant applied to register the Shanghai appellate judgment under the Mainland Judgments in Civil and Commercial Matters (Reciprocal Enforcement) Ordinance, Cap 645. The Court of First Instance held that, in considering the question of whether a judgment sought to be registered was a “judgment which … is given pursuant to … a choice of Mainland court agreement” under the Ordinance, the answer can be seen from the Fujian judgment transferring the case to the Shanghai first instance court.
Case 2: The Court of First Instance affirms default judgment to be regular since a party’s last known address does not have to be derived from a document filed in court but may be from whatever source the other party may have
Hannaford Finance Limited v Fong Ka Tak Francis [2025] HKCFI 3872
Date of Decision: 2 September 2025
Coram: Cheng J
On an appeal against refusal to set aside a default judgment, the Court of First Instance held that a party’s last known address does not have to be derived from a document filed in court but may be from whatever source the other party may have; and that the default judgment was regular even if the Defendant did not know of the summons for the default judgment.
Case 3: Court of Appeal holds that a party seeking amendment can disavow reliance on the “relation-back rule” so that the other party would not be prejudiced by being deprived of a limitation defence
BGA Holdings Limited and Ors v Chu Kong (朱江) and Ors [2025] HKCA 807
Date of Judgment: 3 September 2025
Coram: Cheung and Barma JJA
In this action, the plaintiffs sought to join the 12th defendant for a proposed new claim for dishonest assistance and unlawful means conspiracy based on events happened more than 6 years ago but disavowed reliance on the “relation back rule”. The deputy judge, dopting the convention approach, refused the joinder. The Court of Appeal allowed the appeal by adopting a new approach so that the Court may allow joinder or introduction of new claim where there is no danger of a defendant being any worse off as regards limitation as a result of relation back, either on the basis of the agreement of the parties, an order made by the Court disallowing the “relation back rule” or the undertaking of the party seeking amendment.
Case 4: The Court of Appeal dismisses an appeal against the Court of First Instance decision refusing to set aside an order for issuance of a concurrent writ and service out of jurisdiction on the basis of material non-disclosure
Haitong International Products & Solutions Ltd v Wang Yafeng (王亚峰) [2025] HKCA 821
Date of Judgment: 5 September 2025
Coram: Kwan VP, Au JA and Chow JA
The Court of Appeal held that an ex parte order for service out obtained on the basis of an agreement that Hong Kong shall have non-exclusive jurisdiction would not be set aside on the basis of material non-disclosure of dismissal of a jurisdictional challenge in parallel proceedings because the existence of such parallel proceedings and the dismissal of such jurisdictional challenge was not a material fact which should have been in the scales when deciding whether to make the order for service out.
Case 5: The Court of First Instance emphasises the importance of pleading in dismissing a claim for breach of fiduciary duties in the context of a statutory derivative action
Sea Dragon Food Limited v Tung Chung Wah and Ors [2025] HKCFI 4187
Date of Judgment: 10 September 2025
Coram: DHCJ MC Law SC
In dismissing a plaintiff’s claim for breach of fiduciary duties qua employee in the context of a statutory derivative action, the Court of First Instance emphasises the importance of pleading and holds that it was not open for the plaintiff to argue breach of various fiduciary duties when it was not sufficiently or specifically pleaded.
Case 6: Non-disclosure of contractual terms governing liability of subcontractors found to be material, leading to setting aside of service out orders
Ozner Water International Holding (in liq.) & Anor v. Ernst & Young (A Firm) and ors [2025] HKCFI 4203
Date of Judgment: 15 September 2025
Coram: Queeny Au-Yeung J
Leave to extend the validity of writs and to serve the writs out of the jurisdiction on a subcontractor was set aside by the Court based on material non-disclosure because the plaintiffs had failed to disclose certain exemption of liability clauses contained in the underlying engagement letters between the plaintiffs and the main contractor which placed the sole liability on the main contractor, and which potentially provided a full defence for the subcontractor.
Case 7: Imminent danger of loss or dissipation of assets not a prerequisite for interlocutory appointment of receiver, receivership ordered over the assets of China Evergrande Group’s former chairman
China Evergrande Group (in liq.) v. Hui Ka Yan and ors [2025] HKCFI 4327
Date of Judgment: 16 September 2025
Coram: H. Au-Yeung J
The Court rejected the argument that receivers can only be appointed where necessary and there is an imminent danger of loss or dissipation of assets. Applying the well-established multi-factorial approach laid down in American Cynamid, the Court appointed receivers over the entire assets of Mr Hui Ka Yan, the former chairman of China Evergrande Group.
Case 8: Difference in standard of proof in the context of issue estoppel
Yuen Tsz Chun Frank and Chan Hai Yan, the Joint and Several Liquidators of RZ3262019 Ltd (in liq.) v Zhou Ying Investment Group Ltd and ors [2025] HKCFI 4350
Date of Judgment: 19 September 2025
Coram: DHCJ Gary CC Lam
The Court dismissed a striking out application taken out by the 1st, 2nd, 4th and 5th defendants based on inter alia issue estoppel, because the Court could not come to a definitive view that a Mainland judgment relied on as constituting the earlier decision in the alleged estoppel adopted the same standard of proof. The Court held that the issue in the instant case and that in the Mainland judgment were not plainly and obviously identical for the purpose of issue estoppel.