Read the full judgment text of FAMV 422/2019 on BabelCite. This Court of Final Appeal judgment was delivered on 12 March 2020 before Chief Justice Ma, Mr Justice Fok PJ, Mr Justice Cheung PJ.
Civil law – contract – construction – letter setting out options for debt restructuring of a group of companies – whether bank was obliged to accept a particular restructuring option ("Option 1") under a 2002 debt restructuring proposal ("2002 DRP") – whether subsequent changes making an "Additional Option" available to financial creditors released the bank from that obligation – whether personal guarantee and letter formed a "bundled deal" – application for leave to appeal from Court of Appeal – two questions of great general or public importance raised – First issue: whether it is necessary for a pleader to plead all the legal consequences to which pleaded facts validly lead so as to bar contending different legal consequences on appeal – held, no requirement under the RHC to plead legal consequences of particular facts; rules are permissive as to raising points of law; parties protected by the practice in Flywin Co. Ltd. v Strong & Associates Ltd. and endorsed by the Chief Justice's Working Party on Civil Justice Reform – obiter in Mui So Bing v Wan Chi Shing not a rigid requirement – applied to facts: respondent pleaded the underlying contention and raised construction in Notice of Appeal without objection; applicant not taken by surprise – Second issue: correct approach to commercial background and purpose in contract construction – held, well-established principle requiring no clarification; application is fact-sensitive; Court of Appeal applied no wrong principle – application also pursued on "or otherwise" basis – grant of leave on that basis is exceptional – Court of Appeal applied the law correctly in construing the letter and no exceptional reason justified the Court of Final Appeal undertaking the exercise for a third time – application for leave to appeal dismissed with costs.
Legal issues: Whether a pleader must plead all legal consequences of pleaded facts · Approach to commercial background and purpose in contract construction
Outcome: Application for leave to appeal to the Court of Final Appeal dismissed, with costs.
Cited by 9 cases · Cites 5 cases