Read the full judgment text of CACV 346/2002 on BabelCite. This 高等法院上訴法庭 judgment was delivered on 26 March 2003 before Hon Rogers VP, Le Pichon JA, Yuen JA.
Contract law — Joint Venture guarantee — Construction of guarantee requiring assignment of original Contract to Joint Venture — Absence of novation or assignment — Contracting party distinction between 'ex-Contractor' and 'Contractor' — Defendant not liable under guarantee as obligations remained with B+B only — Promissory estoppel — Representation by plaintiff's agent that liquidated damages would be waived — Defendant relied on representation to complete works — Plaintiff estopped from claiming liquidated damages — Appeal dismissed — Costs ordered in favour of defendant. The plaintiff, a property developer, contracted Franki (later B+B) to carry out foundation works. Defendant Fujita formed a Joint Venture with B+B but no assignment or novation of contract occurred. A Joint Venture guarantee was executed anticipating assignment, but no such assignment took place. The plaintiff’s claim under this guarantee failed as obligations never shifted to the Joint Venture, holding the defendant not liable. Separately, the court held plaintiff estopped from seeking liquidated damages due to representations relied upon by the defendant. The Court of Appeal affirmed the lower court’s decision dismissing the claim and ordered costs in favour of the defendant.
Legal issues: Construction and enforceability of the Joint Venture guarantee · Promissory estoppel re liquidated damages
Outcome: Appeal dismissed; judgment below affirmed in favour of defendant