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 April 2026. Curated by Chris Wong and Eunice Lui, this issue highlights four 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: Intermediary Fees Bite Back – s.27 Set‑Off Can Turn a Loan Extortionate Under the MLO
Premier Capital Management Limited v So Wang Fung & Ors [2026] HKCA 601
Date of Decision: 1 April 2026
Coram: Hon Kwan VP, Cheung JA and Barma JA
The Court of Appeal allowed the borrowers’ appeal, holding that while a retained sum of HK$180,000 used to pay eight months’ contractual interest could not be added on top of the interest without impermissible double counting, intermediary fees of HK$333,417 paid in collusion with the lender had to be set off under section 27(4) of the Money Lenders’ Ordinance, Cap 163, and treated as not “actually lent”, so that the true principal for calculating the Effective Rate of Interest was only HK$371,583 and the interest was HK$285,000, yielding an effective rate of 76.69% per annum and rendering the loan unenforceable under section 24.
Case 2: Mareva and Freezing Injunctions in aid of enforcement are not “enforcement” of Judgments – Scope of Undertaking and Anti‑suit Injunctions
Beijing Songxianghu Architectural Decoration Engineering Co., Ltd v Kitty Kam also known as Wang Yu Zhi [2026] HKCFI 2449
Date of Decision: 1 April 2026
Coram: DHCJ Grace Chow
The Court held that both the Plaintiff’s English freezing injunction and Singapore discovery proceedings were in breach of the Plaintiff’s standard Mareva undertaking not to sue the defendant abroad without leave, with subsequent leave granted to (1) “enforce” the judgment in the UK and (2) commence third party discovery proceedings in Singapore. The court held that the English freezing injunction brought under the English equivalent of section 21M of the High Court Ordinance in aid of enforcement is a freestanding interim measure and not itself “enforcement” of the judgment, so does not fall within the court’s leave to “enforce” a Hong Kong judgment overseas. Further, the Singapore leave order extended only to third‑party discovery (not to joining the defendant as a party), and thus the foreign proceedings were oppressive and the defendant was entitled to anti‑suit relief.
Case 3: Court of Final Appeal adopts the approach in Patel v Mirza on foreign illegality and upholds unjust enrichment claim despite unenforceable cross-border currency exchange agreement
Wong Chi Hung v Lo Win Pun & another [2026] HKCFA 14
Date of Judgment: 15 April 2026
Coram: Chief Justice Cheung, Mr Justice Ribeiro PJ, Mr Justice Fok PJ, Mr Justice Lam PJ and Lord Hoffmann NPJ
The Court of Final Appeal has handed down a significant decision which clarifies the proper approach in Hong Kong to the defence of foreign illegality in the context of an unjust enrichment claim. The Court unanimously dismissed the appeal and upheld the plaintiff’s restitution claim arising out of an unenforceable currency exchange agreement tainted by illegality in the Mainland China.
Case 4: Court of Final Appeal clarifies the bases of contempt liability in respect of the acts of third parties in the context of breach of negative injunction
High Fashion New Media Corporation Ltd (suing on behalf of itself and also in its capacity as the sole shareholder of Longford Information and Technology Co., Limited) v Leong Ma Li [2026] HKCFA 18
Date of Judgment: 21 April 2026
Coram:Chief Justice Cheung, Mr Justice Ribeiro PJ, Mr Justice Fok PJ, Mr Justice Lam PJ and Lord Hoffmann NPJ
This case concerns whether in the context of a commercial joint venture the appellant could be held in contempt for transactions carried out by a third party being the company’s employee. The Court of Final Appeal unanimously allowed the appeal, clarifying that contempt liability may arise either where the acts of servants or agents are properly imputable to the defendant because they were done within the scope of their authority (Imputation Basis), or in limited cases where a positive obligation to prevent third-party breaches can properly be implied into the injunction (Implied Term Basis); whilst “vicarious liability” for the acts of others has no application to establishing contempt liability for breaches of court orders.
Leong’s case was that ICBC refused to implement that arrangement, and it was instead agreed that she alone would operate the account using Longford’s chop and her own seal.