Stephenson Harwood (A Firm) v. Fang Ankong Aka Fang an Kong

HCA 191/2023 & HCMP 1614/2022
(HEARD TOGETHER)

[2023] HKCFI 3312

HCA 191/2023

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 191 OF 2023

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AND

HCMP 1614/2022

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

MISCELLANEOUS PROCEEDINGS NO 1614 OF 2022

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(HEARD TOGETHER)

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J U D G M E N T

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BACKGROUND

1.The background to the trial of the preliminary issue has been set out by Au-Yeung J in her decision dated 5 May 2023, which I gratefully adopt as follows:

2.Mr Fang Ankong ("Mr Fang") owns and controls HWH Holdings Limited ("HWH"), his corporate vehicle incorporated in the BVI. Since 2015, HWH and Mr Fang had been involved in disputes with Mr Fang’s joint venture partner (“Delco”). The disputes with Delco (the “Delco Disputes”) subsequently led to a series of hostile litigation: 3 actions in Hong Kong: HCA 2943/2015, HCA 3040/2015 and HCA 2939/2016 (together, the “3 Actions”) and 2 actions in the BVI. HWH and Mr Fang engaged Stephenson Harwood ("SH") for legal services in the 3 Actions and the two BVI actions, which had lasted for years.

3.The 3 Actions were tried by Coleman J in a 15-day trial in July 2021, wherein SH was the firm of solicitors on record for both HWH and Mr Fang.

4.After having settled the legal fees in full for years, HWH and Mr Fang fell behind in their payments since about 2022. SH applied and was granted leave to cease acting for HWH and Mr Fang on 21 September 2022.

5.About a month later, HWH commenced HCMP 1614/2022, seeking leave to tax 94 bills issued by SH and addressed to Mr Fang from 31 December 2015 to 10 August 2022 (the “SH Bills”). Mr Fang was subsequently joined as a plaintiff in HCMP 1614/2022 pursuant to the Order of Au-Yeung J dated 5 May 2023.

6.SH commenced HCA 191/2023 on 8 February 2023 against Mr Fang for unpaid fees in the sum of HK$20,073,503.52.

7.The parties were in agreement that there should be a trial of the following preliminary issues for both sets of proceedings at the same time and by the same judge and an Order was made accordingly by Au-Yeung J on 5 May 2023:

“Whether as pleaded in paragraphs 4 and 5 of the Amended Statement of Claim in HCA 191/2013 Fang and HWH Holdings Limited are jointly and severally liable or if Fang is otherwise personally liable to settle any of Stephenson Harwood’s bills as listed in Annex 1 of the Originating Summons in HCMP 1614/2022 dated 18 October 2022 / paragraph 9 of the Amended Statement of Claim in HCA 191/2023 dated 6 March 2023, and if so which and on what terms.”

HISTORY OF DEALINGS BETWEEN MR FANG AND SH

8.It is common ground that SH had since 2010 been engaged by Chiho-Tiande Group Ltd (“CT”) since it was listed in Hong Kong. Mr Fang is the chairman of CT and a 34.5% shareholder of CT’s shareholding (held through HWH). The engagement of SH by CT was ongoing (at least until 2015) and evidence shows that it was mostly Mr Fang who gave instructions to SH on behalf of CT. Therefore, there is no dispute that Mr Fang had been working with SH since 2010.

9.Mr Ng, the SH partner in charge of the present litigations confirmed that there was never a problem with the payment of legal fees when SH was engaged to carry out work for CT. Mr Fang’s evidence is that all the fees at that time were settled by CT. Such evidence was not contradicted.

10.It is against this history that the subsequent engagement of SH in 2015 (the engagement presently in dispute) needs to be viewed.

ENGAGEMENT IN 2015

11.The engagement of SH was ongoing even after CT had been listed. According to Mr Fang, ever since working with SH in 2010, he would pass on any legal issue to SH as and when they arose and that remained the case in 2015.

12.Ms Lok, counsel for SH, relies on two letters sent by Monckton Chambers (for and on behalf of Delco and related parties on 21 August 2015 and 5 November 2015 (together, the “Monckton Letters") as the commencement of the present engagement of SH by HWH and Mr Fang in 2015:

1)  The 21 August 2015 letter was sent to Mr Fang, alleging that a debt is owed by HWH and Mr Fang to Delco. Demands were made to Mr Fang for confirmations that the matters raised in the letter would be addressed.

2)  The 5 November 2015 letter was also sent to Mr Fang, alleging breach of obligations owed to Delco on the part of Mr Fang.

13.The Monckton Letters were passed onto SH, either by Mr Fang or by his assistant for obtaining legal advice.

14.A letter dated 14 December 2015 containing the standard Terms of Business of SH (the “2015 Letter”) was sent to HWH for the attention of Mr Fang to Mr Fang’s residential address in Stanley, Hong Kong. The last paragraph of the 2015 Letter had asked for copies of the 2015 Letter to be signed and returned to SH to signify agreement to the terms as set out there. It is not disputed that neither Mr Fang nor HWH had signed and returned a duplicate of the 2015 Letter. As such, there was no written retainer.

15.Despite the lack of a written retainer, there is no dispute that since August 2015, legal advice was rendered by SH and various bills were sent to Mr Fang (except for the first invoice which was sent to HWH) for settlement between 2015 and 2022.

16.Mr Fang’s case is that he had never seen the 2015 Letter until 17 August 2022, after his solicitors had asked for a copy of the retainer. SH on the other hand contended that the 2015 Letter was received by Mr Fang shortly after it was sent and he had knowledge of and had accepted the Terms of Business set out therein as the terms of engagement by conduct.

STANCE OF MR FANG

17.In his opening submissions, Mr Lam, counsel for Mr Fang and HWH, contended that the only engagement at all material times was between SH and HWH and there was no engagement with Mr Fang personally to be jointly and severally liable with HWH for all of SH’s bills. In fact, it was the stance of Mr Fang in his application to tax the SH Bills (HCMP 1614/2022) that he was not a client of SH.

18.Upon clarification, Mr Lam submitted that although Mr Fang had engaged SH for provision of legal advice to him personally, he is not liable for any of the fees incurred by HWH or himself, least not jointly and severally with HWH. Instead, all of SH’s bills would be paid by HWH.

STANCE OF SH

19.Ms Lok submitted that Mr Fang and HWH had received the professional services of SH for years and had duly made payments from 2015 until 2022. It is contended that Mr Fang and HWH had jointly and severally engaged SH to provide legal services by conduct and as such they are jointly and severally liable for the fees incurred.

LEGAL PRINCIPLES – AGREEMENT IMPLIED BY CONDUCT

20.Parties agree on the applicable principles on establishing an agreement implied by conduct, as set out by Ribeiro PJ in Shanghai Tongji Science & Technology Industrial Co Ltd v Casil Clearing Ltd[1].

“36. It is clear that a legally binding contract may be inferred from the conduct of the parties. In deciding whether a contract should be implied, the court adopts as its starting-point what has generally been called “an objective test”. Chitty on Contracts (28^th ed., 1999) puts this as follows:

‘In deciding whether the parties have reached agreement, the courts normally apply the objective test … Under this test, once the parties have to all outward appearances agreed in the same terms on the same subject-matter, then neither can, generally, rely on some unexpressed qualification or reservation to show that he had not in fact agreed to the terms to which he had appeared to agree. Such subjective reservations of one party therefore do not prevent the formation of a contract.[2]’

…

38. The burden of establishing such a contract is on the person asserting its existence. … And the court will not imply such a contract lightly. The conduct relied on must be unequivocally referable to the contract sought to be inferred. As Bingham LJ said in a subsequent passage in The Aramis:

‘…I do not think it is enough for the party seeking the implication of a contract to obtain “it might” as an answer to [the above-mentioned] questions, for it would, in my view, be contrary to principle to countenance the implication of a contract from conduct if the conduct relied upon is no more consistent with an intention to contract than with an intention not to contract. It must, surely, be necessary to identify conduct referable to the contract contended for or, at the very least, conduct inconsistent with there being no contract made between the parties to the effect contended for. Put another way, I think it must be fatal to the implication of a contract if the parties would or might have acted exactly as they did in the absence of a contract.’

39. In Mitsui & Co Ltd v Novorossiysk Shipping Co … Staughton LJ … put the requirement of unequivocality in the following terms:

‘… it is not enough to show that the parties have done something more than, or something different from, what they were already bound to do under obligations owed to others. What they do must be consistent only with there being a new contract implied, and inconsistent with there being no such contract.’

40. Where the conduct in question satisfies the objective test the law generally excludes as irrelevant evidence of a party’s actual intentions regarding the contract to be implied.

…

41. The general exclusion of evidence of subjective intent in determining whether the parties have impliedly created a contract by conduct is however subject to one qualification … A’s belief that “the conduct of O represents his actual intention” is relevant. Professor Treitel formulates this qualification as follows:

‘… the principle is not purely objective: A is not bound merely because “a reasonable man would believe that he was assenting to the terms proposed by the other party”. In particular, there will be no contract if (in spite of the objective appearance of agreement) B actually knows that A in fact has no intention to contract with him, or to contract on the terms alleged.’ (emphasis added)

ENGAGEMENT OF SH BY FANG

21.Whilst only HWH was sued in HCA 2943/2015, Mr Fang was one of the defendants in both HCA 3040/2015 and HCA 2939/2016. The 3 Actions were tried together and SH was the solicitor on record acting for both HWH and SH in the 3 Actions. To say that the only engagement was between HWH and SH and Mr Fang did not engage SH would be turning a blind eye to the clear reality. I find that the conduct of the parties was such that there was unequivocally a contract between Mr Fang and SH.

22.This contract began when SH first rendered advice on the Monckton Letters, which together clearly targeted HWH as well as Mr Fang. In the narrative to an invoice from SH dated 31 December 2015, work was done by Giovanna Kwong (a solicitor who has since left SH) on 24 August 2015 in relation to the 21 August 2015 letter. Therefore, the time when SH began providing advice to both HWH and Mr Fang in relation to the Delco Disputes would latest be from 24 August 2015.

23.Mr Lam submitted that it was extraordinary for a professional law firm such as SH not to have explained the terms of business to Mr Fang if there was such a contract. If that were indeed the case, the same can be said about Mr Fang, who had used the services of SH for years not having ascertained the terms. I find the conduct of the parties to be consistent with a relationship with a high degree of trust (at the relevant time) with each other and neither thought it was necessary to have the terms expressly spelled out or set out in writing before legal services were rendered.

JOINT AND SEVERAL LIABILITY?

24.Mr Lam relied on the following and contended that even if there was a contract of engagement between SH and Mr Fang, the overall conduct of the parties was open to being interpreted as Mr Fang having engaged SH on the basis that he is not to be jointly and severally liable with HWH. I disagree:

1)  The 2015 Letter was addressed to HWH with attention to Mr Fang. Mr Lam concentrated on the letter having referred only to HCA 2943/2015 (being the action where only HWH was a defendant) and submitted that the words “you” or “your” in the 2015 Letter could only refer to HWH and that the engagement was only by HWH and not Mr Fang:

“We are pleased that you have appointed [SH].

…

“This letter and the enclosed Terms of Business (“Terms”) contain our agreement regarding our engagement by you …,

…

We would like to take this opportunity to thank you for your instructions.

…

Please sign … to signify your agreement regarding the matters covered by this letter and the Terms.”

First of all, the history of the matter needs to be taken into account when interpreting the 2015 Letter. Although the 2015 Letter, if read in isolation, only referred to the HCA 2943/2015, Mr Fang had at that time already engaged SH in relation to the Delco Disputes (which also involved him personally) by passing on the Monckton Letters to SH since August and November 2015 and advice had already been rendered to both Mr Fang and HWH. It was also SH’s stance that at that time, no distinction was made between advice and services rendered to HWH and Mr Fang. The fact that the 2015 Letter also referred to “We are instructed to advise you and your Company on the disputes with Delco” demonstrates that at the time, advice was rendered to both. I therefore am of the view that the words “you” and “your” in the 2015 Letter should be interpreted as referring to both Mr Fang and HWH.

2)  Mr Lam further relied on a draft Deed of Acknowledgment drafted by SH in 2022 (the “Deed”) to suggest that SH had at that time believed that the only retainer was between SH and HWH; and that Mr Fang was not liable for the SH Bills. In gist the Deed seeks to set out that there was engagement by both HWH and Mr Fang in relation to the Delco Disputes, and that Mr Fang:

“acknowledges, confirms and/or agrees to the following … that he is jointly and severally liable with HWH for all sums due to [SH], present and future, under the [2015 Letter].”

3)  Mr Lam also relied on a WeChat message from an associate of SH to Mr Fang’s assistant which read:

“這個是吳律師一直和方總討論的Deed of Acknowledgment, 煩請方總今天之內（最遲明早）簽署然後發掃描本給我們，要不然我和吳律師都會有大麻煩…”

4)  Based on the above, Mr Lam submitted that SH must have at least found it ambiguous on whether Mr Fang was liable to settle the SH Bills.

5)  Mr Ng explained in his oral evidence the reason for the Deed to have been drafted. As SH’s fees had all along been paid in full by Mr Fang until 2022, there was no indication at the time that Mr Fang would deny that he was ever a client. As payments started to fall behind in 2022, SH began to worry about the non-settlement of the SH Bills and the lack of a written retainer and thus wished to have a written document (the Deed) in place to make it less likely for Mr Fang to deny liability. At first Mr Ng thought Mr Fang would sign the Deed. If Mr Fang eventually refused to sign it, Mr Ng would need to explain to the UK head office and that would be problematic. This was what was meant by the “大麻煩” his associate referred to.

6)  I accept Mr Ng’s evidence and explanation. There can be no question that without a written retainer, SH would likely need to cross more hurdles before they could establish Mr Fang’s liability for the SH Bills if he refuses to pay (as is the position now). It is also understandable that Mr Ng of SH would receive pressure from the head office in the UK on the substantial amount of outstanding fees that cannot be collected. I therefore reject Mr Lam’s submission that as SH had drafted the Deed, it must have meant that SH thought that there was no engagement between SH and Mr Fang or that Mr Fang would not be liable for the SH Bills without the Deed.

25.Based on the following, I find that the conduct of the parties, especially that of Mr Fang, to be unequivocally referrable to a contract of engagement of SH in relation to the Delco Disputes on the basis of joint and several liability with HWH:

1)  The SH Bills issued from 31 December 2015 to 16 November 2022 in relation to the Delco Disputes were all based on services rendered to both HWH and Mr Fang, without distinction as to which items related to work done for HWH and Mr Fang respectively. No objection was ever raised by either HWH nor Mr Fang as to the way the SH Bills were prepared. It must therefore have been within the contemplation of parties and accepted by HWH and Mr Fang that both sets of the fees would be settled together.

2)  It is apparent from Mr Fang’s oral evidence that he had treated all of HWH’s liabilities as his own. When HWH did not have sufficient funds, he took it upon himself to raise funds to settle HWH’s liabilities whenever the need arose. In his oral evidence, he said that he had offered his own property in Singapore to settle the outstanding SH Bills. This is consistent with SH’s incoming fund record and contemporaneous email correspondence, which show that the funds for settlement of the SH Bills came from either Mr Fang, his son Fang Hui, or his daughter’s company. There is no documentary evidence showing that any of the SH Bills had ever been settled by HWH. At all material times, Mr Fang had taken up the responsibility for settling the SH Bills.

3)  Mr Fang’s assertion that he would seek reimbursement from HWH for his payment of the SH Bills is not supported by any evidence. Suffice it to say that there is no evidence that between 2015 and 2022 Mr Fang had ever sought such reimbursement from HWH.

4)  In relation to CT’s engagement of SH, the fee notes had always been settled by CT, as opposed to by Mr Fang. There was therefore no ambiguity that CT, instead of Mr Fang, would be liable for such fees. In contrast, in relation to the engagement of SH in relation to the Delco Disputes, the fees had always been settled by Mr Fang. None of the payments made by Mr Fang was qualified to the effect that they were to be treated as being paid by HWH.

5)  There is also no suggestion on Mr Fang’s part that there was any discussion or basis of understanding between himself, HWH or SH that despite his having settled all of the SH Bills, HWH would be solely responsible for all the fees in relation to the Delco Disputes.

6)  Most importantly, Mr Fang’s contention is contradicted by the fact that prior to the trial of the 3 Actions in Hong Kong, Mr Fang and HWH both sought and obtained security for costs in the total sum of HK$21.6 million against Delco. There was no distinction between which part of the costs were attributable to HWH and Mr Fang respectively. Mr Fang himself had filed an affirmation in support of the application. Although the content of such affirmation was not before the court, it is clear from the decision of Coleman J dated 29 January 2021 that the application was made by both HWH and Mr Fang. If it was Mr Fang’s understanding that HWH alone was liable for costs, he would not have applied for security for costs. This put it beyond doubt that Mr Fang had at all material times treated himself as jointly liable with HWH for the litigation costs incurred in relation to the 3 Actions.

TERMS OF ENGAGEMENT

26.Having found that Mr Fang did engage SH on a joint and several basis with HWH, the question of what were the terms of the retainer arises, since there was no written retainer entered into between Mr Fang, HWH and SH.

27.Ms Lok submitted that the 2015 Letter together with the standard Terms of Business attached to the 2015 Letter formed the basis of the terms of engagement.

28.Mr Fang denied having received or ever seen a copy of the 2015 Letter until August 2022. Mr Lam submitted that if the court finds that Mr Fang had not received the 2015 Letter, the common law position applies, although there was never any formulation put forward as to what would those terms be.

29.The postal record produced by SH shows that a letter was sent on 15 December 2015 under the same matter number as the Delco Disputes, which is one day after the date of the 2015 Letter. The authenticity of the postal record and of the 2015 Letter were not challenged. In any event, it is not Mr Fang’s case that the 2015 Letter was not sent. The issue thus depends on the credibility of Mr Fang when he asserted that he has not received the 2015 Letter before 2022.

CREDIBILITY OF WITNESS

30.In assessing credibility of the witness, I adopt the often cited principles in Hui Cheung Fai and Other v Daiwa Development Limited and Others[3] by Deputy Judge Eugene Fung SC at §§76-82:-

“76. In making my findings of fact in this case, I am guided by a number of general principles which judges apply as to fact finding and the assessment of credibility.

77. Generally speaking, contemporaneous written documents and documents which came into existence before the problems in question emerged are of the greatest importance in assessing credibility: Onassis v Vergottis [1968] 2 Lloyd’s Rep 403 at 431 (Lord Pearce) ….

78. In deciding whether to accept a witness’ account, importance should also be attached to the inherent likelihood or unlikelihood of an event having happened, or the apparent logic of events: eg Lam Rogerio Sou Fung v Tan Soon Gin George (unreported, HCA 2576/2005, 5 May 2011) §39 (Chu J).

79. In determining a witness’ credibility, I have also attached importance to the consistency of the witness’ evidence with undisputed or indisputable evidence, and the internal consistency of the witness’ evidence. The latter type of consistency is often tested by a comparison between the witness’ oral testimony and his or her witness statement.

80. I have cautioned myself against the dangers of too readily drawing conclusions about truthfulness and reliability solely or mainly from the appearance of witnesses (Ting Kwok Keung v Tam Dick Yuen (2002) 5 HKCFAR 336 at §§36-37 (Bokhary PJ)), or from the assessment of the witnesses’ character (Esquire (Electronics) Ltd v HSBC [2007] 3 HKLRD 439 at §135 (Stock JA)) …” [emphasis added]

31.In Star Glory Investment Limited v Kai Tou (H.K.) Technology Company Limited & Ors [4], Chung J adopted the following test:

“There are two objective tests for assessing a witness’s credibility regarding a matter to which he has testified: -

a) Whether that part of his testimony is inherently plausible or implausible;

b) Whether that part of his testimony is, in a material way, contradicted by other evidence which is undisputed or indisputable (an example often given of such evidence is contemporaneous documents).

Further, where it is shown that a witness has been discredited over one or more matters to which he has testified (using the above tests), this fact is relevant to the assessment of his overall credibility. Likewise, regard may be had to a witness’s motive for deliberately not giving truthful testimony. For example, telling the truth may prejudice his interest, or a just determination of the litigation may affect his interest.”

32.Adopting the above principles and for the following reasons, I consider Mr Fang to be an unreliable witness who gave untruthful answers and whose credibility is questionable:

1)  At the very beginning of cross-examination, Mr Fang denied that he was a client of SH. He was at pains to stress that only HWH was a client whilst he was not one. Towards the end of cross-examination, after having been taken through the 3 Actions showing SH being his solicitors on record, he had to agree that SH acted for both HWH and him. As explained above, there could be no question that he had engaged SH to provide legal advice to HWH and himself over an extended period of time in the 3 Actions. It is incredible for Mr Fang to deny that he was ever a client of SH.

2)  Mr Fang answered a lot of the questions put to him initially with misleading “half-truths”. For example, when he was asked whether he had seen the Monckton Letters before, his answer was he had never seen it. When challenged as to how that would be possible, as the Monckton letters were addressed to him, he explained that he had no collection of the Monckton Letters as he did not read English and that he had left everything to his assistant who liaised with SH. Another example would be that he claimed to not remember whether he had passed the Monckton Letters to SH for obtaining legal advice, when it is clear that he must have done so, otherwise the letters would not have found their way to SH. The explanation that he gave was again that he had left everything to his assistant and that she might have passed them on. Mr Fang adopted this game of words to dis-associate himself from his engagement of SH by saying that he had left everything to his assistant. However, such technical and evasive answers were clearly misleading as it was eventually accepted by Mr Fang that his assistant’s actions were carried out in accordance with his instructions and were all approved by him.

3)  Mr Fang at first denied having made the application for security for costs together with HWH, until he was shown the decision which clearly set out it was a joint application and that counsel represented both him and HWH, when he had to reluctantly agree HWH and he had requested SH to make the application. After that, when he was cross-examined on the affidavit that he made in his joint application with HWH for security for costs in the 3 Actions, he claimed to not remember the details. Against the course of conduct that I had set out above, namely, it was always Mr Fang who settled the SH Bills, I find it incredible that he would be mistaken as to the fact that he had made the application when eventually over HK$20 million in security was awarded to both SH and him.

4)  Mr Fang said in his oral evidence that his assistant was the one decided whether to settle the SH Bills with his funds or HWH’s funds but he had asked her to keep track of which of the SH Bills were settled with which funds. I find this to be unbelievable:

i)  First of all, there is simply no evidence that any of the SH Bills were ever settled with funds belonging to HWH.

ii)  An email dated 22 December 2018 indicated that Mr Fang’s assistant would confirm with Mr Fang first before she would confirm the source of funds from which the fees would be settled.

iii)  Mr Fang also admitted to have never asked his assistant to show him any record or account in that regard. This is against common sense, if such arrangement had existed at all.

5)  Throughout his oral testimony, the tactic adopted by Mr Fang when he wanted to avoid answering certain questions to his disadvantage was to say either: i) he had left everything to his assistant to handle, or ii) he does not understand English documents. As a business-savvy businessman who is the chairman of a listed company, I do not believe that he was oblivious to what went on, when he was the person who gave directions or instructions to the 3 Actions.

6)  I find Mr Fang to be a witness who would answer to suit his needs and interests, rather than to answer the truth.

33.In contrast, even though Mr Ng gave his answers in a guarded manner, I find him to be an overall truthful witness.

34.Based on the above, Mr Fang’s assertion that he had not received the 2015 Letter is disbelieved and is rejected.

35.As such, on a balance of probabilities, given that:

1)  there was evidence of the 2015 Letter with the standard Terms of Business having been sent to Mr Fang;

2)  no satisfactory reasons have been put forward on why the 2015 Letter would not have reached Mr Fang in the normal course of events;

3)  I have rejected Mr Fang’s evidence in this regard;

I find that the standard Terms of Business had been sent and received by Mr Fang.

36.As I find Mr Fang to have received the standard Terms of Business, he would be taken to have accepted the provision of services of SH based on those terms by conduct, when he had continued to engage SH for over 6 years and had paid their fees in accordance with the quotes as set out in the 2015 Letter.

DETERMINATION

37.Based on the above, I make the following factual findings:

1)  A letter dated 14 December 2015 to HWH Holdings Limited (with attention to Mr Fang Ankong) from Stephenson Harwood had been sent on 15 December 2015 and received by Mr Fang Ankong.

2)  The terms set out in the letter dated 14 December 2015 together with the standard Terms of Business govern the engagement of SH by HWH Holdings Limited and Mr Fang Ankong.

3)  Mr Fang Ankong and HWH Holdings Limited are jointly and severally liable for the bills of Stephenson Harwood as listed in Annex 1 of the Originating Summons in HCMP 1614/2022 dated 18 October 2022 or paragraph 9 of the Amended Statement of Claim in HCA 191/2023 dated 6 March 2023 (subject to the determination of the above 2 actions).

COSTS

38.I make the following costs order nisi:

HWH Holdings Limited and Fang Ankong do pay Stephenson Harwood jointly and severally the costs of the trial of the preliminary issue, with certificate for Counsel, to be summarily assessed if not agreed;

39.The order nisi shall be made absolute if no application to vary it is made within 14 days hereof.

40.Stephenson Harwood do lodge and serve a statement of costs within 7 days hereof. HWH Holdings Limited and Mr Fang Ankong do lodge and serve a list of objections (if any) within 7 days thereafter. Summary assessment of costs will be dealt with by paper disposal.

41.I thank Counsel for their assistance.

In HCA 191/2023

Ms Frances Lok, instructed by Howse Williams, for the Plaintiff

Mr Justin Lam, instructed by Edward Lau Phoebe Ng Solicitors LLP, for the Defendant

In HCMP 1614/2022

Mr Justin Lam, instructed by Edward Lau Phoebe Ng Solicitors LLP, for the 1^st and 2^nd Plaintiffs

Ms Frances Lok, instructed by Howse Williams, for the Defendant