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
We are pleased to present the inaugural issue of the DCC Commercial Digest, featuring a selection of significant judgments released in January 2025. Curated by Isabel Tam and Emily Ting, this issue highlights seven 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: Bank’s duties in advising customers on transaction risks:
ICBC Ltd v Interpro Manufacturing Ltd [2025] HKCFI 177
Date of Judgment: 2 January 2025
Coram: DHCJ Phoebe Man
A recent case from the High Court has further clarified how codes/guidance issued by financial institutions such as the SFC, the HKMA and the Hong Kong Association of Banks, affect a bank’s duties in advising customers on transaction risks. It provides a notable example of how the principles in Shine Grace Investment Ltd v Citibank NA [2022] HKCA 1341 apply to a corporate customer relying on a range of codes/guidance to allege mis-selling.
Case 2: Court of Appeal guidance on implication of terms into contracts:
High Route Ltd v Wong Chung Kai [2025] HKCA 42
Date of Judgment: 6 January 2025
Coram: Kwan VP, Au and G Lam JJA
The Court of Appeal has in a recent case set out further guidance on the restrictive approach to the implication of terms into contracts, emphasising that the stringent test of necessity must not be relaxed or watered down. The case centred on contended implied terms giving the right to refuse to complete a transaction upon objectively reasonable dissatisfaction with corporate due diligence of the target company.
Case 3: Class constitution in schemes of arrangement:
Re China Aoyuan Group Ltd [2025] HKCFI 310
Date of reasons for decision: 13 January 2025
Coram: Harris J
The Court of First Instance sanctioned the Hong Kong Schemes of arrangement (“Schemes”) (under s.673 of the Companies Ordinance (Cap. 622)) for Chinese property developer China Aoyuan and its directly held subsidiary Add Hero. As his Lordship observed at §4 of the decision, this decision will "probably have significance for the restructuring of other Mainland property groups” which will come before the Hong Kong courts, in particular with regard to issues relating to class constitution.
Case 4: The nature of termination by payment in lieu of notice:
Lo Wai Keung v Hannover Ruck Se [2025] HKCFI 262
Date of Judgment: 15 January 2025
Coram: Mimmie Chan J
This case considers a novel issue of whether termination by payment in lieu of notice under s.7 of the Employment Ordinance (Cap. 57) constitutes “termination without notice” in the context of a clause in an employment contract. This case is notable given the relative lack of authorities directly on the nature of a termination by payment in lieu of notice, and whether it is equivalent to termination with, or without, notice.
Case 5: Duties of liquidators as officers of the Court:
NHD Systems (Asia) Limited (in liq.) v Li Xiao Yi [2025] HKCFI 408
Date of decision: 21 January 2025
Coram: Harris J
A recent case from the High Court decision setting out the failings of a liquidator in his conduct of the case serves as a reminder of liquidators’ duties as officers of the Court, and generally the importance of witnesses taking their obligation to give honest evidence seriously.
Case 6: Various issues in liquidation of company operating cryptocurrency platform:
Re Gatecoin Limited (in liq.) [2025] HKCFI 493
Date of reasons for judgment: 24 January 2025
Coram: Linda Chan J
Following the 2023 decision in the liquidation of Gatecoin in which it was held that cryptocurrency is “property” and is capable of being held on trust (Re Gatecoin Ltd [2023] 2 HKLRD 1079), the liquidators of Gatecoin sought the Court’s directions on, *inter alia*, issues on allocating trust assets and nature of claims of Ethereum Debt holders.
Case 7: Non-commencement orders under Bankruptcy Ordinance:
Re Yeung Chun Wai Anthony [2025] HKCFI 523
Date of decision: 28 January 2025
Coram: Linda Chan J
The Court discussed the purpose of a non-commencement order (“NCO”) against the bankrupt, how the Official Receiver or trustees in bankruptcy could make use of such an order, the factors which the court may take into account when deciding whether to exercise its discretion to extend time for making such an application, and also warned against dilatory applications.