Commercial Law — Angela Mui Represents Plaintiff in Recovering Outstanding Loan Amount
The Plaintiff successfully claimed against the Defendant for the repayment of the outstanding principal and interest pursuant to a Promissory Note and Loan Agreement signed by both parties in 2018. The High Court entered judgment for the Plaintiff and ordered the Defendant to repay the outstanding sum of USD$1,142,737. The Plaintiff is entitled to have interest at the rate of 15% p.a. for the principal, whilst for the outstanding interests and late fees be at the judgment rate from the date of judgment until full payment.
Angela Mui acted for the successful Plaintiff in Wilfred Wai-fu Hsu v Michael Hak-man Yuen (HCA 1801/2019).
In early 2018, the Plaintiff and the Defendant reached an agreement and that the outstanding principal of the original loan and interests were all converted to a lump sum of USD600,000. The agreement was reduced into writing as the Promissory Note and Loan Agreement.
The Defendant breached his payment obligations arising from the Promissory Note and Loan Agreement, and disputed the parties did not intend the Promissory Note and Loan Agreement to be a legally binding agreement. The Defendant also alleged that the Plaintiff never provided any consideration and that it was not a legally enforceable agreement.
The Court’s Decision
Deputy High Court Judge M.K. Liu accepted the Plaintiff’s evidence as cogent and consistent. His Lordship also held that there is overwhelming evidence showing that both parties intended the Loan Agreement to be a legally binding agreement between them at the time of the execution of the Loan Agreement by the Defendant. The clauses of the Loan Agreement show that the parties treated the Loan Agreement as a serious legal document which can only be deviated or varied by another agreement in writing. Further, there was also an agreement on matters relating to the enforcement of the Loan Agreement. All these clearly supported that the parties intended the Loan Agreement to be a legally binding agreement.
The Court gave effect to the Loan Agreement and concluded that the quantum of the indebtedness owed by the Defendant to the Plaintiff under the Loan Agreement is (1) in the principal sum: US$600,000; (2) interest in the sum of US$493,397; and (3) late fees on overdue interest in the sum of US$49,340.
The Court agreed with Angela Mui’s submissions that, given that the Loan Agreement is a promissory note, and by the operation of the parol evidence rule, any oral evidence relied on by the Defendant for the purpose of contradicting the terms of the Loan Agreement is inadmissible, see: s.89(1) of the Bills of Exchange Ordinance, Cap. 19.
The Court reiterated that a person of full age and understanding is bound by the document signed by him, unless a recognized legal basis for concluding that his apparent consent has been in some way vitiated or that reliance on the document by some other people fall into some category of unconscionable conduct justifying relief in equity. Choosing to sign a document without knowing its contents cannot be a sufficient reason for not being bound by the document, as established by the Court of Final Appeal in Ming Shiu Chung & Others v Ming Shiu Sum & Others (2006) 9 HKCFAR 334.
Angela’s civil practice encompasses matters such as defamation, commercial, probate, family trust, personal injuries, land and conveyancing, securities and finance, employment disputes, professional disciplinary actions and judicial review.
In the area of defamation, she has advised authors of the publisher, Penguin Books, on potential issues of defamation; she has also appeared before the Court of Appeal and the Court of Final Appeal in Chang Wa Shan v Esther Chan Pui Kwan (2018) 21 HKCFAR 370, which is also reported in the UK Entertainment and Media Law Reports  EMLR 10.
She represented a securities broker in Re Grand Cartel Securities Company Limited (HCMP 783/2021)  HKCFI 743 in successfully obtaining the Court’s permission to pay unclaimed client assets into Court under sections 56 and 62 of the Trustee Ordinance (Cap. 29) and Order 92 of the Rules of the High Court (Cap. 4A) (with Jeffrey Tam).
Angela is an appointed member of the Film Censorship Board’s Panel of Advisers and the Social Workers Registration Board’s Disciplinary Committee Panel.
Visit Angela’s profile for more details.
Disclaimer: This article does not constitute legal advice and seeks 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 which appear in this article are included for decorative purposes only and should not be taken as a depiction of any matter to which the case is related. The views and opinions expressed in this article/material are solely those of the members authoring it and do not necessarily reflect the official policy or position of Denis Chang’s Chambers.