Yu Yuk Hing and Another v. Cheung Pak Chi, Cecilia
|
HCA 1227/2020 [2026] HKCFI 3495 IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION COURT OF FIRST INSTANCE ACTION NO. 1227 OF 2020 _________________
_________________
_________________ JUDGMENT _________________ 1.This is the Judgment on liability[1] in relation to a contractual dispute between the parties. B. UNDISPUTED / INDISPUTABLE BACKGROUND[2] B1. The plaintiffs and the related corporations 2.The 1st plaintiff is and was the sole director and sole shareholder of the 2nd plaintiff, a limited company incorporated in the British Virgin Islands (“BVI”). 3.Yu Yuk Ming Samson (余毓明) (“Samson”) is the younger brother of the 1st plaintiff. 4.Asia Entertainment Group Limited (新亞洲娛樂聯盟集團有限公司) (“HKAEG”) is a limited company incorporated in Hong Kong on 23 August 1999. The 1st plaintiff was its director before 1 June 2013. 5.HKAEG went into liquidation on 21 August 2013 and liquidators were appointed (“the Liquidators”). 6.On 17 October 2011, Cecilia Cheung Workshop Limited (張柏芝工作室有限公司) was incorporated in the BVI (“BVI CC Workshop Ltd”) with the 1st plaintiff being its sole director and the 1st plaintiff, the defendant, Chow Ching Yi Emily (周靜儀) (personal assistant of the defendant since 2000) (“Emily”) and one Yu Yuk Lan (余毓蘭) being its shareholders. B2. The defendant and the related corporations 7.The defendant is and was a well-known artiste / actress based in Hong Kong. 8.Easy Jet Corporation Limited (便利捷有限公司) (“Easy Jet Ltd”) was a limited company incorporated in Hong Kong on 13 August 2010 with the defendant being its sole director and sole shareholder. Through Easy Jet Ltd, the defendant purchased a landed property in Hong Kong on 11 July 2011 at HK$128,000,000 (“the Property Transaction”). 9.Newwell Agents Limited (“Newwell Ltd”) is and was a limited company incorporated in BVI, with the defendant being its sole shareholder. 10.Star Lucky Holdings Limited (裕星集團有限公司) (“Star Lucky Ltd”) is and was a limited company incorporated in Hong Kong on 4 February 2005, with Emily and the defendant being its directors and Newwell Ltd being its sole shareholder. 11.On 7 July 2014, a company known as Cecilia Cheung Workshop Limited (張柏芝工作室有限公司) was incorporated in Hong Kong (“HK CC Workshop Ltd”) with the defendant and Emily being its directors and the defendant being its sole shareholder. 12.On 10 July 2011, HKAEG and the defendant signed a 《全球獨家經理人合約》(“the HKAEG Contract”). The defendant had put her thumbprint thereon. At that time, the 1st plaintiff, the defendant and Samson were all in Xiangshan (象山), Ningbo City, Zhejiang Province, Mainland China. 13.Two other documents dated 10 July 2011 were also executed:-
14.On 11 July 2011, the defendant received a total sum of HK$40,000,000 through Yam & Company to complete the Property Transaction. Receipts were issued by Yam & Company to Easy Jet Ltd on 11 July 2011 and 12 July 2011. 15.Between late July and early August 2011, a Chinese document entitled《全球獨家演藝經紀協議 (補充合約)》was signed by (1) HKAEG; (2) Star Lucky Ltd & Newwell Ltd; and (3) the defendant (“the Newwell Agreement”). 16.On 16 May 2012, three documents had been executed:-
17.As far as the 2012 Co-Op Agreement is concerned, while the parties agreed that this agreement had been executed, 2 different versions of this agreement had been disclosed by the parties respectively in this action. The only difference in the 2 versions is at the Preamble thereof:
18.In other words, the words “在簽訂全球獨家經理人合約的基礎上，現甲乙雙方” (i.e. the bolded part under paragraph 17(1) above) were omitted. 19.In early July 2014, the defendant signed the 《全球獨家演藝經紀協議(補充合約)》(“the Global Exclusive Performing Arts Agent Agreement”) (which was dated 10 July 2011), and delivered it to the plaintiff. The parties to this agreement were the 2nd plaintiff and the defendant. 20.On 23 July 2014:-
21.On 24 July 2014, AL Law Office sent a letter to HKAEG (via the Liquidators) to terminate the HKAEG Contract (“the 2nd Termination Letter”). 22.On 25 July 2014, AL Law Office sent a letter to HKAEG (via the Liquidators) and the 2nd plaintiff, claiming that the defendant would not recognize the Global Exclusive Performing Arts Agent Agreement. 23.On 5 August 2014, a meeting took place at the Private Clubhouse of Pacific Palisades, No.1 Braemar Hill Road, Hong Kong, which was attended by the 1st plaintiff, the defendant, Emily and Ms Katty Tsang (“Katty”) (who was the defendant’s solicitor) (“the Pacific Palisades Meeting”). 24.On 4 September 2014, Katty sent a draft agreement prepared by her to the 1st plaintiff and Emily by email. In the draft agreement, the only parties are the 1st plaintiff and the defendant (“the Draft Agreement”). C. PARTIES’ RESPECTIVE CASES AND ISSUES IN DISPUTE C1. The Global Exclusive Management Agreement and the Global Exclusive Performing Arts Agent Agreement 25.The first claim in this action is brought by the 2nd plaintiff pursuant to the Global Exclusive Performing Arts Agent Agreement. 26.In this regard, one of the main disputes between the parties concerns the authenticity of an artiste management agreement, namely《全球獨家經理人合約》 (“the Global Exclusive Management Agreement”), which was allegedly entered into between the 1st plaintiff in his personal capacity and the defendant on 10 July 2011. It is noted that the Chinese name of this agreement is exactly the same as the HKAEG Contract. 27.The parties’ respective cases on this will be set out in more detail below. 28.A few days before the 1st plaintiff and the defendant entered into the Global Exclusive Management Agreement, the defendant informed the 1st plaintiff that she needed a sum of HK$40,000,000 by 11 July 2011 to complete the Property Transaction. They further agreed that the said sum of HK$40,000,000 would be provided to the defendant as advance payment for her performance in 4 movies (i.e. HK$10,000,000 for each movie) to be arranged by the 1st plaintiff during the term of the said agreement (“the Advance Payment”). 29.On 10 July 2011, the 1st plaintiff, in his personal capacity, entered into the Global Exclusive Management Agreement with the defendant, which appointed him as the defendant’s global and exclusive manager/agent (“唯一及獨有的全球地區的經紀人”) for 8 years between 10 July 2011 and 9 July 2019. Clause 5 thereof states that the 1st plaintiff would pay the Advance Payment to the defendant on 11 July 2011. 30.In order to make available the Advance Payment in Hong Kong by 11 July 2011, the 1st plaintiff made financial arrangements with the 2 Bona Companies by entering into a number of agreements, including《聯合投資影片《河東獅吼2》協議書之補充協議書》and《張柏芝電影片約合約》(see [13] above). 31.Pursuant to the Global Exclusive Management Agreement, the Advance Payment was remitted to Yam & Company on 11 July 2011 to complete the Property Transaction. 32.Upon entering into the Global Exclusive Management Agreement, the following documents were also executed:-
33.Between 10 July 2011 and mid-July 2014, the 1st plaintiff and the defendant acted in accordance with the Global Exclusive Management Agreement:
34.By a《終止合作協議書》dated 31 March 2013, the 2nd plaintiff and HKAEG terminated the Second Agency Agreement by mutual consent. 35.In about mid-July 2014, the Global Exclusive Management Agreement was novated in favour of the 2nd plaintiff (“the Novation”):
36.The Global Exclusive Performing Arts Agent Agreement contained the following express terms on the exclusivity of the manager-artiste relationship between the 2nd plaintiff and the defendant:
37.From around mid-July 2014 onwards:
38.The defendant had been in breach of the Global Exclusive Performing Arts Agent Agreement since around late May 2015:
39.The 2nd plaintiff accepted the defendant’s repudiation of the Global Exclusive Performing Arts Agent Agreement in around August 2015 and terminated the same or treated it as terminated by ceasing to represent/act for the defendant in the entertainment industry and/or arrange any entertainment works for her. 40.The defendant denies that she had ever signed or entered into the Global Exclusive Management Agreement with the 1st plaintiff. She contends, inter alia, that:
41.As for the Global Exclusive Performing Arts Agent Agreement, the defendant only signed it under the plaintiffs’ fraudulent misrepresentation and/or her mistaken belief:
42.Consequentially, the defendant avers that:
43.The plaintiffs deny that the signature on the Global Exclusive Management Agreement was not signed by the defendant. They refer to two subsequent documents which made clear reference to it, including:
44.In respect of the HKAEG Contract, the plaintiffs admit that it was indeed executed by HKAEG and the defendant on 10 July 2011. However, the plaintiffs allege that:-
45.As for the Global Exclusive Performing Arts Agent Agreement:
46.As for the defendant’s contention that she considered the plaintiffs as fraudsters and deliberately avoided their direct contact, the plaintiffs state that even if this was true, this only happened in around late May 2015. Prior to that, the defendant had maintained direct contact with them and even recorded a video to send the 1st plaintiff her congratulations on the opening of his restaurant in Hong Kong in around October 2014. 47.Further, the plaintiffs had also made attempts to reach the defendant herself or via her solicitors. C1.4. The defendant’s Rejoinder and the plaintiffs’ Surrejoinder C1.4.1 The 2012 Co-Op Agreement 48.While the defendant admits that she had executed two originals of the 2012 Co-Op Agreement, she denies that either of them bears the plaintiffs’ Preamble:
49.The defendant’s allegations are strenuously denied by the plaintiffs. Their case is that:
50.The defendant further contends that:
51.The second claim is brought by the 1st plaintiff against the defendant pursuant to the Two Movies Contract. C2.1. The 1st plaintiff’s case 52.In May 2012, the defendant asked the 1st plaintiff for help to alleviate her financial difficulties. On this basis and in view of the Second Agency Agreement which was subsisting at the material time, the 1st plaintiff (in his personal capacity), HKAEG and the defendant entered into the Two Movies Contract, by which the defendant agreed to, inter alia, perform in two movies for the 1st plaintiff for the consideration of HK$13,800,000. 53.The Two Movies Contract contains the following terms:-
54.Pursuant to Clause (5)(i) of the Two Movies Contract, the 1st plaintiff duly remitted HK$2,760,000 (“the Two Movies Payment”) to the defendant. 55.As the Two Movies Payment was intended to alleviate the defendant’s financial difficulties, HKAEG did not take any commission from it. 56.While the 1st plaintiff was ready and prepared to produce two movies within the 1-year term, the defendant repeatedly informed the 1st plaintiff that she was not available to perform in the same and suggested deferring their productions. 57.Due to the defendant’s unavailability to perform in the two movies, which was a factor beyond the 1st plaintiff’s control, the production of the two movies could not commence and the obligations and duties of the 1st plaintiff and the defendant under the Two Movies Contract had been postponed beyond the 1-year term with their mutual understandings. 58.The defendant evinced an intention no longer to be bound by the Two Movies Contract and/or not to fulfil her obligations to perform in the two movies when the 1st plaintiff became unable to contact the defendant since around late May 2015. The 1st plaintiff therefore accepted the defendant’s repudiation by ceasing to pursue her for performance in the two movies. C2.2. The defendant’s case 59.While the defendant accepts that she had signed the Two Movies Contract, she denies the 1st plaintiff’s case in relation thereto. She contends that:
C2.3. The 1st plaintiff’s reply 60.In reply, the 1st plaintiff’s case is that:
D. CREDIBILITY OF WITNESSES 61.The approaches for assessing the credibility of witnesses are well established, and are summarised as follows[3]:
D2. Assessment of the factual witnesses 62.4 factual witnesses had given evidence at the trial, namely, the 1st plaintiff, Samson, the defendant and Emily. D2.1 The 1st plaintiff 63. I find that, generally speaking, the 1st plaintiff is an incredible witness. I will not accept his evidence lightly unless his evidence is corroborated with reliable evidence. 64.My reasons are as follows:
65.I should make it clear that, when I consider the credibility of the 1st plaintiff’s evidence, I have specifically taken into account the fact that all key events happened more than 10 years ago. However, having done that, I have come to the conclusion that would not affect my assessment on the 1st plaintiff’s credibility. D2.2 Samson 66.I regret to say that Samson is also an incredible witness. It appears to me that he was only interested to say in the witness box whatever would be favourable to the plaintiffs’ case, rather than the truth. 67.An obvious example related to the cross-examination on the Two Movies Contract. When he was initially asked to confirm that he had read and confirmed the content thereof before he executed the same, he had no hesitation in doing so. However, only a few minutes later, when it was pointed out to him a provision in the said agreement which might be unfavourable to the plaintiffs’ case, he changed his evidence immediately, and alleged that he actually did not pay attention to the details of the agreement and that he only signed the same at the instruction of the 1st plaintiff. 68.What is even more remarkable was that he then gave another incomprehensible explanation, namely, that he did not read the said agreement because it was not drafted by him. This simply does not make any sense. 69.Some of his evidence is also clearly incredible. For example, for the purpose of explaining that he had made a mistake when he admitted to Emily on 15 May 2014 by his WeChat message that it was HKAEG which paid HK$40 million to the defendant, he alleged in court that he actually did not have much to do with HKAEG’s finance matter in Hong Kong because he was always staying in the Mainland, even though he stated in his witness statement that he had joined HKAEG in 1999 and had been mainly responsible for its finance management matter. I do not accept this evidence because:
70.Furthermore, Samson is also a person with low business morality. For example, he had initiated to backdate the Global Exclusive Performing Arts Agent Agreement which was executed in July 2014 to 10 July 2011 so as to deceive the Inland Revenue Department into thinking that the 2nd plaintiff had always been the defendant’s agent since 10 July 2011. In his WeChat messages, he also suggested that he would be open to making false contracts[5]. 71.For the avoidance of doubt, the above conclusion was reached after taking into account the fact that the evidence given concerned matters which happened many years ago. D2.3 The defendant 72.Generally speaking, I accept that the defendant is an honest witness. This conclusion is reached despite the fact that she was sometimes quite long-winded and not directly to the point when she gave her answers, because it is my view that she was not trying to avoid answering the questions but simply to tell the Court the full picture of the matter. She has also impressed this court to be a straight forward and forthcoming witness, even though she were sometimes mindful not to mention names of people who are not directly related to this action, worrying that doing so would affect those people adversely. After all, it is her unchallenged evidence that she had been affected by unfavourable media reports. Subject to the above caveat, I find that she did not mince her words, and did not have to think much when she was confronted with questions under cross-examination, because she was, in my view, telling the truth. 73.Be that as it may, her evidence is not as helpful as one may wish even though she is a party to this action, because of her very heavy reliance on Emily in respect of both her personal life and business matters. Indeed, she has given me an impression that all along she did not care about the details of her own matters which had been neatly arranged by Emily, and she would do whatever Emily told her to do. For example, she would sign a contract without paying attention to the content thereof if Emily advised her that it would be alright for her to sign. That is the reason why it seems to me futile for the plaintiffs’ counsel to cross-examine her at great length, because she simply did not have much knowledge at the material time on the actual arrangements of various matters. That is also the reason why she from time to time could only say that Emily should be asked to give the relevant answers instead. To me, by saying so, she was not evasive. Indeed, in this regard, she was very consistent in her evidence – she always emphasized that it was Emily who had been dealing with her personal and business affairs for her. Even when she was shown documents which might be to her advantage, she did not jump at the opportunity but maintained that counsel should ask Emily about it. 74.All in all, I am satisfied that generally speaking she is a much more credible witness than the 1st plaintiff and Samson. Hence, where her evidence conflicts with the evidence of the 1st plaintiff and/or Samson, her evidence would be preferred. D2.4 Emily 75.It is not an easy task to assess the credibility of Emily. 76.At times, she seemed to be a straight forward witness. However, on the other hand, there were many occasions when she used “she had forgotten” as an answer to the questions under cross-examination. While I can understand that she had been asked to recall matters which happened quite a number of years ago, I have doubt whether she was truthful on all those occasions when she said she could not remember the subject matters asked. 77.Another incident which troubles this Court is her allegation that she had dropped her mobile phone into the toilet in July 2022 such that she was unable to produce certain WeChat audio recordings of herself upon the request of the plaintiffs. It is quite difficult to accept that the incident was a pure coincident instead of her attempt to avoid making disclosure. This shows that she was very eager to do (or omit to do) something for the purpose of not disclosing some of her own audio recordings. As it will be revealed under Section E1.3 below, it appears that she would like to cover up her involvement in the 1st plaintiff and Samson’s game plan in “making” documents for the purpose of misleading the Inland Revenue Department. Therefore, when considering Emily’s evidence relating to the contents of the WeChat communications, the Court has to be particularly cautious. 78.Subject to the above, I do not think Emily is a totally incredible witness. Hence, where her evidence conflicts with the evidence of the 1st plaintiff and/or Samson, her evidence would be preferred. E. DISCUSSION E1. The Global Exclusive Management Agreement E1.1 Did the 1st plaintiff and the defendant enter into the Global Exclusive Management Agreementon 10 July 2011 79.The first factual dispute which this Court has to resolve is whether the 1st plaintiff and the defendant had ever entered into the Global Exclusive Management Agreement on 10 July 2011. 80.In gist, the plaintiffs allege in their pleadings that it was the 1st plaintiff in his personal capacity who entered into an exclusive agency agreement with the defendant on 10 July 2011, and that the HKAEG Contract (which bears the defendant’s thumbprint) was signed only for the purpose of satisfying the requirement of the 2 Bona Companies. It is further alleged that the parties knew well all along that the HKAEG Contract did not have legal effect as they did not have intention to create legal relations. In paragraph 3 of their Amended Reply, they pleaded that:
81.On the other hand, the defendant maintains that she has signed only one contract – the HKAEG Contract – on 10 July 2011, and that she had not signed any other exclusive agency contract on that day. 82.I have no hesitation in coming to the conclusion that the only contract which the defendant entered into on 10 July 2011 was the HKAEG Contract, and that she did not sign the Global Exclusive Management Agreement at all on that day. In other words, it is my finding that the defendant’s only exclusive agent from 10 July 2011 onwards was HKAEG rather than the 1st plaintiff in his personal capacity nor the 2nd plaintiff. 83.The reasons are as follows. 84.Firstly, as aforesaid, whenever there is conflict between the evidence of the 1st plaintiff and the defendant, I would prefer the defendant’s evidence. 85.Secondly, in relation to the purpose of the HKAEG Contract, although it is the plaintiffs’ pleaded case that the HKAEG Contract was signed “solely for the purpose of satisfying [the 2 Bona Companies’] request”, the 1st plaintiff said in Court that this plea actually is incorrect. He also confirmed that the 2 Bona Companies had not made any request as such, and that the 2 Bona Companies had agreed to enter into an agreement with the defendant simply because the defendant was taking part in the filming of 《河東獅吼2》. 86.In such circumstances, the whole basis of the plaintiffs’ case that the parties did not have any intention to create any legal relations by entering into the HKAEG Contract has fallen apart. 87.For the sake of completeness, I should also mention that, on this matter, the plaintiffs also rely on an authorisation letter dated 10 July 2011 by which the 1st plaintiff allegedly authorised Samson to execute the HKAEG Contract without transferring the 1st plaintiff’s rights under the Global Exclusive Management Agreement. It was also said that the HKAEG Contract was made without any intention on the part of HKAEG and the defendant to create any legal relations for the reasons stated. The authorisation reads:
88.Apart from the fact that the plaintiffs are bound by their pleaded case, I do not accept the plaintiffs’ evidence that this authorisation letter was as a matter of fact executed on 10 July 2011 as alleged. For reasons which I will further explain below, I find that the 1st plaintiff and Samson simply would not have any hesitation to “create” documents so as to serve their own purpose. Further, it must be borne in mind that it has always been the plaintiffs’ pleaded case that the HKAEG Contract was signed for the sole purpose of satisfying the 2 Bona Companies’ requirement. However, surprisingly this authorisation letter has not mentioned the 2 Bona Companies at all. 89.Therefore, I would not give any weight to this authorisation letter. 90.Thirdly, it is common ground that sometime before 11 July 2011, the defendant was eager to see whether she could obtain a cash flow of HK$40 million so that she could use the same to complete the Property Transaction. It is also undisputed that, upon her entering into an agency agreement, a sum of HK$40 million had been paid to a solicitors’ firm in Hong Kong for the above purpose on 11 July 2011. 91.It is evident that the aforesaid HK$40 million came from HKAEG’s account:
92.It is also noteworthy that the plaintiff was not able to plead any positive case as to where the HK$40 million was paid out from: While it was pleaded in paragraph 4.8 of the Re-Amended Defence that “the defendant received the said HK$40 million from HKAEG, through a solicitors’ firm called Yam & Company, on 11 July 2011”, this particular sub-paragraph was not replied to at all in the Amended Reply. 93.If the HKAEG Contract really had no legal effect as alleged by the plaintiffs, then the 1st plaintiff and Samson did not have to worry so much about being investigated by the Inland Revenue Department for not reporting the transaction in the tax return. 94.When coming to the above conclusion on the basis of WeChat messages, I have not forgotten the fact that Emily had concealed some of her WeChat messages from this Court. However, I do not think that matters. This is because no matter what Emily stated in her messages, that would not change the fact that there were clear representations on the part of both the 1st plaintiff and Samson that the sum of HK$40 million did come from HKAEG (which on occasions were referred to as a “Hong Kong company”) and that something had to be done (for example, by “making some contracts”) so as to enable them to explain to the Inland Revenue Department that HKAEG only paid the sum on behalf of a BVI company. 95.More importantly, it is evident[7] that the WeChat chat group among the 1st plaintiff, Samson and Emily (from which the instant messages were extracted and placed before this Court) was only set up by the 1st plaintiff on 15 May 2014 at 1:03pm, and upon which it was the 1st plaintiff himself who had sent no less than a total of 7 audio messages before Emily replied for the first time. In such circumstances, the interpretation and understanding of those 7 messages can in no way be said to be depending on the content of Emily’s messages. In those 7 messages, the 1st plaintiff’s intention and game plan were already clearly expressed, namely to create false agreement(s) so as to mislead the Inland Revenue Department into accepting that the defendant’s agent was not HKAEG (which is a Hong Kong company) but in fact an “AEG company” which is a BVI company. For example, the 1st plaintiff stated that:
96.The above messages also show clearly that, as a matter of fact, the defendant’s agent at the material time was “a management company” (“佢先至係佢嘅Management 公司嚟嘅， 其實唔係香…唔係呢個新亞洲娛樂”). There was simply no mention of the agent being an individual person (i.e. the 1st plaintiff as alleged). 97.I have not lost sight of the plaintiffs’ case that, upon entering into the Global Exclusive Management Agreement:
98.However, the above appointments, even if real (which I do not accept – I will come back to this point at Section E1.3.3 below) cannot explain why HKAEG was involved in a payment made on 11 July 2011, that is, before it was allegedly appointed as the 2nd plaintiff’s agent on 17 July 2011. 99.Fourthly, the 1st plaintiff alleged that the defendant entered into the Global Exclusive Management Agreement with him in his personal capacity without the involvement of Emily at all. In my view, even if the defendant had always been in the Mainland during the entirety of July 2011 as contended by the plaintiffs (as opposed to the defendant’s case that she had come back to Hong Kong briefly in early July 2011), that is inherently improbable and I reject the 1st plaintiff’s evidence in this regard. I do not believe that the defendant, who has always heavily relied on Emily in relation to all the former’s personal and business matters, would enter into an exclusive agency agreement with someone for as long as 8 years without asking Emily to at least take a look at the draft agreement. 100.I can of course appreciate that there was great urgency on the matter at the material time, in the sense that if the defendant could not get HK$40 million within a very short period of time, the Property Transaction would fall through, and any deposit previously paid by her would be forfeited. She might even have to face a claim of the vendor of the said transaction for breach of contract. However, with the assistance of technology, it would not take long for the defendant to send the document over to Emily for her comments. To say that the defendant did not even take that simple step is something which is simply incredible. 101.Fifthly, the plaintiffs’ position is contradicted by the terms of the Two Movies Contract entered into by the 1st plaintiff, the defendant and HKAEG on 16 May 2012 which provides that HKAEG was the defendant’s sole manager/agent (“唯一經理人”). Although the plaintiffs attempt to rely on the First Agency Agreement and the Second Agency Agreement so as to explain away the discrepancy, as I will explain further under Section E1.3.3 below, such an explanation is unacceptable and rejected. 102.Sixthly, the defendant’s case is supported by the fact that, when Emily was interviewed by the Inland Revenue Department on 23 April 2013 (i.e. when the parties were apparently still on good terms), she clearly told the officers that the defendant’s agent since 2011 was HKAEG[8]. There was no reason why Emily had to tell any lie in respect of the identity of the defendant’s agent at the material time. 103.Lastly, it can also be seen that the defendant’s tax representative had provided the Inland Revenue Department with the HKAEG Contract[9] for reference. If it was the understanding on the part of the defendant that the HKAEG Contract had no legal effect as alleged by the plaintiffs, there was no reason why the defendant’s tax representative would supply the same to the Inland Revenue Department. In fact, if the HKAEG Contract was a contract created for the purpose of, in effect, deceiving the 2 Bona Companies (at the defendant’s suggestion as alleged by the 1st plaintiff), I do not believe that the defendant or Emily would be silly enough to provide this contract to the Inland Revenue Department through the defendant’s tax representatives. 104.Given the above conclusion, it is my finding that the plaintiffs have failed to prove that the defendant had entered into the Global Exclusive Management Agreement with the 1st plaintiff on 10 July 2011 as alleged. 105.As a result, the 2nd plaintiff’s claim which is made under the Global Exclusive Performing Arts Agent Agreement is bound to fail, because there could not be any valid novation as such. In other words, the Global Exclusive Performing Arts Agent Agreement is not a valid agreement between the 2nd plaintiff and the defendant upon which the 2nd plaintiff may sue. 106.Be that as it may, I would briefly discuss the Global Exclusive Performing Arts Agent Agreement in Section E2 below. E1.2 Handwriting expert evidence 107.Because of the defendant’s denial of having ever signed the Global Exclusive Management Agreement, handwriting expert evidence has been adduced by both sides. In gist, the plaintiffs’ expert, Mr John Paul Osborn, opines that it is probable that the signature on the Global Exclusive Management Agreement is genuine, whereas the defendant’s expert, Mr SC Leung, takes the view that the said signature does not belong to the defendant. 108.Handwriting expert opinion is of course one of the matters which this Court may take into account when resolving the factual dispute in the present case. However, this is not the only matter which affects the ultimate finding. 109.In the present case, without disrespect to counsel and the experts, I do not think the Court is required to make a definite finding on whose expert opinion should be accepted. This is because, as explained above, the plaintiffs have simply failed to prove that the defendant did sign the Global Exclusive Management Agreement on 10 July 2011 as alleged. That would be the end of the 2nd plaintiff’s claim made under the Global Exclusive Performing Arts Agent Agreement. 110.Moreover, as I will further explain under Section E1.3 below, it appears that the defendant did sign the Global Exclusive Management Agreement at some stage, although it is clear that she did not do so on 10 July 2011. 111.Indeed, at the trial, even the defendant herself admitted that:
E1.3 The plaintiffs’ arguments on subsequent conduct E1.3.1 The conduct 112.I should also explain why I do not accept the submissions made by the plaintiffs’ counsel that the subsequent conduct of the parties show that:
113.The plaintiffs rely on the followings:
E1.3.2 The communications 114.Before I deal with the above conduct and documents, I should first of all refer to some events which took place between 15 May 2014 and 2 July 2014 which in my view shed important light on the truth of the whole matter. These events include the sending of a number of WeChat messages by the 1st plaintiff, Samson and Emily. As explained, although some of Emily’s messages have not been disclosed, I take the view that that would not affect the Court’s understanding of the messages of the 1st plaintiff and Samson, because they are self-explanatory. I therefore reject the plaintiffs’ submission that the Court cannot ascertain the context of the conversation and what was truly discussed. Indeed, while the plaintiffs complain about the missing messages, neither of them attempted to suggest even roughly how the existence of those “missing messages” of Emily would assist in the understanding of the messages sent by the 1st plaintiff and Samson. This is of course understandable, because, as we can see, it was all along the 1st plaintiff and Samson who had been explaining to Emily what she had to do. 115.I would now set out some of the relevant WeChat messages below[10]:
116.Then on 15 May 2014 at around 3:20pm, Samson sent an email to Emily, with which the unsigned version of the Global Exclusive Performing Arts Agent Agreement was attached – the parties to this agreement are the 2nd plaintiff and the defendant. 117.The WeChat communications continued as follows:
118.On 20 May 2014 at 3:35pm, Samson sent an email to Panda, and attached 2 WORD documents. The file names thereof are “張柏芝獨家演藝經紀協議2…717”[11] and “張柏芝全球獨家經理人合約” respectively. 119.Pausing here, it should be noted that the file name of the first WORD document, if we ignore the numbers at the end, is as same as the Newwell Agreement, save that the words “補充合約” were omitted at this stage. On the other hand, the file name of the second WORD document is nearly identical to the name of the Global Exclusive Management Agreement and the HKAEG Contract, save that the defendant’s name was added thereto. 120.On 20 May 2014 at 3:46pm, Samson sent an email to Panda and copied the same to Emily, with a message “Sorry, 經紀補充合約以此為准!”. The name of the file is not shown in the email which is included in the trial bundle. However, since it is undisputed that the Global Exclusive Performing Arts Agent Agreement which was eventually executed by the defendant in July 2014 bore the name “補充合約” as part of its name, I would infer that this version attached to the email at 3:46pm had, inter alia, revised the name of the agreement. 121.The WeChat communications continued:
122.I have quoted the WeChat communications at great length because that would demonstrate what actually was going on in mid-2014. In my view, such communications show that:
123.I do not accept that the Global Exclusive Performing Arts Agent Agreement was intended to replace or novate the Newwell Agreement as suggested by the plaintiffs’ counsel, because:
124.The plaintiffs’ counsel also tried to rely on Emily’s evidence in cross-examination in supporting their case concerning the purpose and details of the arrangement which were discussed in the said WeChat messages. On my part, I would not place any weight on Emily’s evidence in that regard. This is because she apparently had something to hide concerning the same. One of the probable reasons is that she was minded to conceal her own involvement in the matter. I do not accept that her oral evidence given in Court in relation to those WeChat messages is reliable at all. 125.One particular answer given by Emily which the plaintiffs’ counsel relied on is her evidence that “the AEG management contract” which she was referring to in her message sent on 30 May 2014 at 1:09pm was the Newwell Agreement. However, in my view, that cannot be the truth. This is because, if that is so, there is no reason why Newwell Ltd was not included as a party to the Global Exclusive Performing Arts Agent Agreement. 126.With the above in mind, I would now move to consider the 7 “conduct” as set out in Section E1.3.1 above. E1.3.3 The First Agency Agreement and the Second Agency Agreement 127.The plaintiffs submitted that it is the 1st plaintiff’s unchallenged evidence that he had signed the First Agency Agreement with the 2nd plaintiff on 10 July 2011and arranged for Samson to represent the 2nd plaintiff to sign the Second Agency Agreement with HKAEG on 17 July 2011, as he allegedly had to use different companies for the purpose of arranging entertainment works for the defendant. It was also said that Samson’s evidence in this respect is also unchallenged. 128.The defendant’s counsel disagreed that such evidence had been unchallenged, as it had been specifically put to the 1st plaintiff during cross-examination that he considered creation and usage of false documents to be okay. 129.No matter whether the evidence of the 1st plaintiff and Samson is unchallenged, this Court is not bound to accept their evidence. 130.On my part, I would not accept the First Agency Agreement and the Second Agency Agreement as documents which existed on 10 July 2011 and 17 July 2011 respectively. As revealed in the WeChat communications as quoted above, the 1st plaintiff and Samson were talking about creating all necessary contracts so as to support their explanation to the Inland Revenue Department that HKAEG was only an agent of a BVI company. In my view, the “BVI company” is the 2nd plaintiff. It is more likely than not that the First Agency Agreement and the Second Agency Agreement were created in around 2014 for this purpose. Hence, I do not think it is right to put any weight on these documents. 131.In fact, the 1st plaintiff’s explanation on the circumstances under which the First Agency Agreement and the Second Agency Agreement were executed is totally unconvincing and I do not accept the same. In his witness statement, he stated that:
132.In the above explanation, he admitted that both the 2nd plaintiff and HKAEG were both responsible for arranging the defendant’s entertainment work in the Mainland including Hong Kong, Macau and Taiwan. If that is the case, why was it necessary for him to appoint HKAEG after delegating his power to the 2nd plaintiff? On this matter, it should be remembered that both companies belonged to him at the material time. 133.What is even more puzzling is, if the 1st plaintiff had the practice of delegating his power to companies in different countries for a year (with the right to extend for another year) only, why did he delegate his power to the 2nd plaintiff for 8 years? 134.These questions show that his story on the delegation of power is incredible. 135.Furthermore, if these agency agreements really existed at the material time, Emily must have known about them and she without doubt must have heard the 2nd plaintiff’s name. However, in her WeChat message sent on 2 July 2014, she had the following to say:
136.This shows that she had not heard of the 2nd plaintiff’s name before 2 July 2014. 137.The plaintiffs’ arguments made on the basis of the First Agency Agreement and the Second Agency Agreement are therefore rejected. 138.The plaintiffs submitted that the Newwell Agreement, which had a term of 8 years) shows that it was the Global Exclusive Management Agreement rather than the HKAEG Contract which was a binding contract between the parties, because the Global Exclusive Management Agreement also had a term of 8 years, whereas the HKAEG Contract only had a term of 5 years. 139.In this regard, both the defendant and Emily explained that while the HKAEG Contract indeed provided that it would only last for 5 years, such a term had been extended to 8 years by virtue of the Newwell Agreement upon the request of the 1st plaintiff. 140.The plaintiffs’ counsel argued that the evidence of the defendant and Emily in this regard is inherently incredible and illogical. He submitted that:
141.I do not accept the plaintiffs’ submissions for the following reasons:
142.To conclude, I accept the evidence of the defendant and Emily in that the Newwell Agreement had provided a term of 8 years which was in effect an extension of the contractual period of the HKAEG Contract upon the 1st plaintiff’s request. 143.Therefore, the fact that the Newwell Agreement had a term of 8 years does not assist the plaintiffs. E1.3.5 The 2012 Co-Op Agreement 144.It may be recalled that while the parties agreed that the 2012 Co-Op Agreement had been executed, 2 different versions of this agreement had been disclosed by the parties respectively in this action. The only difference in the 2 versions is at the Preamble thereof:
145.I do not think there is any dispute between the parties that the 1st plaintiff and the defendant could only have signed the 2012 Co-Op Agreement with one of the versions of the Preamble. In other words, the other version must have been created afterwards. 146.It is the plaintiffs’ submissions that the version that was signed bore the plaintiffs’ Preamble, and that that would support their case that the Global Exclusive Management Agreement was already in existence by the time the 2012 Co-Op Agreement was signed on 16 May 2012. 147.By reason of the WeChat communications referred to in Section E1.3.2 above, I am of the view that out of the 1st plaintiff and the defendant/Emily, the 1st plaintiff is far more likely to be a person who would “create/make” false contract for his own purpose. I therefore find that it is more likely than not that the 2012 Co-Op Agreement which the parties signed on 16 May 2012 bore the defendant’s Preamble rather than the plaintiffs’ Preamble. 148.In fact, as revealed by the WeChat communications, it is likely that the 2012 Co-Op Agreement which bore the plaintiffs’ Preamble was created in 2014 among other agreements, and it is at least possible that the defendant had signed such a newly created 2012 Co-Op Agreement which bore the plaintiffs’ Preamble. That may well explain why Emily did not raise any issue concerning the defendant’s signature thereon when the plaintiffs’ solicitors provided the defendant’s solicitors with the 2012 Co-Op Agreement which bore the plaintiffs’ Preamble for the purpose of asking for the latter’s agreement to use the same as one of the sample signatures of the defendant. 149.All in all, the plaintiffs’ reliance on the 2012 Co-Op Agreement is futile. E1.3.6 The Naked Love Era Agreement 150.It is undisputed that, on the same day of the signing of the 2012 Co-Op Agreement, the plaintiff and the defendant also signed the Naked Love Era Agreement. 151.The permeable of the Naked Love Era Agreement states that it was entered into by the 1st plaintiff and the defendant on the basis that they have incorporated BVI CC Workshop Ltd. 152.According to the Naked Love Era Agreement, it is the 1st plaintiff who was solely responsible for investing RMB10 million in the production of the drama Naked Love Era, preparing the script, obtaining government approval and producing the drama. The parties further agreed to procure BVI CC Workshop Ltd to pay consultancy fee to the defendant and Emily, and the 2012 Co-Op Agreement, particularly Clause 3 on the profit distribution mechanism, shall apply to the Naked Love Era Agreement. 153.It can also be seen that there was no mention of HKAEG participating in the project in the Naked Love Era Agreement and HKAEG was precluded from receiving any profits from production of the drama. 154.Relying on the above, the plaintiffs submitted that, had the HKAEG Contract been intended to bind the parties, the defendant would be in breach of the same. 155.With respect, this submission had totally disregarded the reality that HKAEG was the 1st plaintiff’s own company. 156.This argument is therefore totally unmeritorious and must be rejected. 157.It is argued by the plaintiffs’ counsel that the evidence shows that so long as the work which had been arranged by the 1st plaintiff met the defendant’s criteria, the defendant and Emily would accept it without bothering about which company signed the relevant contracts. 158.Insofar as it is the plaintiffs’ argument that, for the above reason, the exclusive agency agreement which the defendant entered into must have been the Global Exclusive Management Agreement rather than the Global Exclusive Performing Arts Agent Agreement, the logic is simply incomprehensible. Given HKAEG is indisputably the 1st plaintiff’s company, it is equally possible, to say the least, that it had been used by the 1st plaintiff to enter into an exclusive agency agreement with the defendant. 159.The plaintiffs then alleged that a number of entertainment works had been arranged by the 1st and 2nd plaintiffs, which had been accepted and performed by the defendant. Insofar as it is said that this supports the plaintiffs’ case, I would reject the submission. I will explain why below. 160.The first document relied on is an authorization letter (《授權書》) dated 2 July 2012, pursuant to which, it was said, that the 1st plaintiff authorized a 北京恒星世纪文化傳播有限公司to enter into a written agreement for the defendant’s performance in a concert entitled《六大巨星中秋演唱會》on 29 September 2012. 161.The circumstances under which this authorization letter was signed were suspicious to say the least. It may be recalled that it was the 1st plaintiff’s evidence that it was his practice to delegate his agency power to his company after he himself had entered into an agency agreement with an artiste, such that all management work in relation to the artiste would then be undertaken by such a company thereafter. With that alleged “long-standing practice” in place, why would he bother to sign the alleged authorisation letter at all? Why wasn’t it signed by the 2nd plaintiff or even HKAEG which, according to the plaintiffs’ case, had been delegated the power pursuant to the First Agency Agreement and the Second Agency Agreement to deal with the defendant’s entertainment work in the Mainland? 162.I would therefore not give any weight on such an authorization letter. 163.The second document which the plaintiffs relied on is a written agreement entered into between the 2nd plaintiff and a 星空華文中國傳媒有限公司on 31 January 2013, pursuant to which the defendant performed in a variety show entitled《舞出我人生》. In relation to the defendant’s performance of this agreement, the plaintiffs’ counsel also referred this Court to a statement of commission account dated 28 February 2013 issued by HKAEG. 164.What I do not understand is why the said statement of account was issued by HKAEG but not the 2nd plaintiff. The circumstances under which the said agreement dated 31 January 2013 are so suspicious that I do not think any weight should be attached to it. 165.The third agreement relied on by the plaintiffs is a written agreement allegedly entered into between the 2nd plaintiff and a MCM Nube (HK) Limited on 24 February 2014, pursuant to which the defendant participated in two opening events of MCM Flagship Stores. Strangely, it was Emily who signed the said written agreement for and on behalf of the 2nd plaintiff. 166.I do not believe that the said written agreement was indeed signed by Emily on 28 February 2014 as alleged. On this matter, it should be borne in mind that she had raised an enquiry by WeChat message on 2 July 2014 regarding the 2nd plaintiff[13]. In my view, the above WeChat message shows that Emily has never heard about “AEG Entertainment Group Ltd” by 2 July 2014. There is therefore no way that she would have signed the said agreement on 28 February 2014 as alleged. I would therefore place no weight on this alleged agreement. 167.The fourth document relied on by the plaintiffs is a written agreement allegedly entered into between the 2nd plaintiff and a 上海嬴華瓏盛文化體育發展有限公司, for the alleged performance by the defendant in a variety show entitled《媽媽咪呀》between 4 March 2014 and 22 June 2014. The said written agreement has not been dated at all, not to mention that the party to this agreement was “AEG Entertainment Ltd” rather than “AEG Entertainment Group Ltd” (i.e. the 2nd plaintiff). 168.I would therefore place no weight on this document. 169.The next document relied on is a written agreement allegedly entered into between the 2nd plaintiff and a 廣州市大陽摩托車有限公司on 12 June 2014. As demonstrated by various WeChat messages quoted in Section E1.1 and Section 1.3.2 above, by then, the 1st plaintiff was already trying to create a false impression on the part of the Inland Revenue Department that it was the 2nd plaintiff which was the management company of the defendant’s entertainment affairs. The said agreement dated 12 June 2014 therefore would not assist the plaintiffs’ case. 170.The same logic applies to the last document relied on by the plaintiffs on this topic which is a written agreement allegedly entered into between the 2nd plaintiff and a 浙江藍象傳媒有限公司dated 12 June 2014 in relation to the defendant’s performance in the recording of a show entitled《媽媽在這兒》. 171.All in all, I do not consider that the arguments advanced on behalf of the plaintiffs under this Sub-section would assist them at all. E1.3.8 The draft agreement sent by Katty to the 1st plaintiff on 4 September 2014 172.It is undisputed by the parties that they had had a meeting on 5 August 2014 (i.e. Pacific Palisades Meeting). 173.On 4 September 2014, Katty (i.e. the defendant’s solicitor) sent an email to the 1st plaintiff and attached the Draft Agreement (see Section B3 above) for his comment, and suggested that parties could sign this agreement if he had no comment to this draft. 174.The plaintiffs submitted that the draft agreement which was prepared by Katty clearly refers to the Global Exclusive Management Agreement, and that this shows that the parties had indeed entered into the Global Exclusive Management Agreement back on 10 July 2011. It was also pointed out that the said draft agreement did not refer to HKAEG at all. 175.The defendant explained, among other things, that she did not want to provoke the 1st plaintiff at the material time, and therefore she had instructed Katty to draft the agreement like that so as to appease the 1st plaintiff. 176.I accept the defendant’s evidence in this regard. Indeed, as revealed by the WeChat messages, it was only not too long ago that Emily was cooperating with the 1st plaintiff in creating a “new” agreement so as to conceal the involvement of HKAEG in the defendant’s entertainment management. It would be strange if, within 2 months or so, parties would revert to mention about HKAEG in further agreements to be signed. 177.To conclude, I reject the plaintiffs’ submissions under this sub-heading. E1.3.9 Katty’s email dated 24 November 2014 178.On 24 November 2014, Katty issued an email to the 1st plaintiff, and stated, inter alia, “閣下和/或所代表的經理人公司會否願意與張小姐和平解除經理人關係”. 179.Seizing upon the above wordings, the plaintiffs argued, inter alia, that:
180.I do not agree that the above arguments would assist the plaintiffs. 181.This is because:
182.To conclude, I reject the plaintiffs’ arguments under this sub-heading. E1.3.10 The defendant’s inaction 183.The last conduct which the plaintiffs wanted to rely on is the allegation that the defendant had not acted for more than 2 months after receiving a partly redacted copy of the Global Exclusive Management Agreement from the Liquidators. 184.With respect, this is a desperate argument. 185.In my view, nothing can be made out of the alleged “more than 2 months of inaction”, which is quite a short period of time. 186.This point is rendered even more useless if one has considered the WeChat communications set out in Section E1.1 and Section E1.3.2 above. E2. Global Exclusive Performing Arts Agent Agreement 187.In light of the finding under Section E1 above that the defendant did not enter into the Global Exclusive Management Agreement on 10 July 2011 as alleged, there had never been any direct legal relationship between the 1st plaintiff and the defendant at the material time, and there was no contract to be “novated”. 188.In other words, strictly speaking, no further discussion is required in relation to the Global Exclusive Performing Arts Agent Agreement. 189.Be that as it may, I would like to say a few words on this “agreement”. 190.First of all, the plaintiffs alleged that, prior to 15 May 2014, there had been discussions and eventually a consensus between the 1st plaintiff and the defendant on re-affirming the relationship between the 1st plaintiff (via the 2nd plaintiff) and the defendant, and that this was prompted by a dispute in around November 2013 between the 1st plaintiff and the defendant, during which the defendant repeatedly claimed that she was only an artiste of Newwell Ltd by virtue of the Newwell Agreement, which was signed in around late July 2011 for the defendant’s own tax purposes. 191.With greatest respect, this explanation given by the 1st plaintiff is a complete nonsense, which is not accepted. It simply does not make sense to say that because the defendant had breached the Global Exclusive Management Agreement that the said agreement had to be novated by another one, still less for the Global Exclusive Performing Arts Agent Agreement to be backdated to 10 July 2011. 192.The 1st plaintiff also alleged that, in order to get the defendant’s agreement in entering into another contract with him, he agreed to “concede” by agreeing to abandon his “personal agency right” (“作為讓步本人亦願意放棄個人的權利改由第二原告人與被告人個人簽署”[14]). This also does not make sense. I cannot see why it was necessary for the 1st plaintiff to abandon his personal right if he was the party who entered into an exclusive agency agreement with the defendant in the first place. I find that this is just something made up by the 1st plaintiff. 193.The truth of the matter has been revealed in the WeChat messages, part of which have been quoted under Section E1.3 and Section E1.3.2 above – it was the intention of the 1st plaintiff and Samson to make a false contract so as to misrepresent to the Inland Revenue Department that it was a BVI company (i.e. the 2nd plaintiff) which acted as the exclusive agent of the defendant from day 1 (i.e. 10 July 2011), and that HKAEG only acted as the 2nd plaintiff’s agent (as opposed to of its own right) to deal with the HK$40 million paid on 11 July 2011. 194.From the WeChat messages, it can be seen that Emily did cause the defendant to sign and return the executed Global Exclusive Performing Arts Agent Agreement to the 1st plaintiff and Samson. However, there is no doubt that this was only signed for the said purpose. There is no way that it could be said that the parties regarded this as a valid contract between themselves. Hence, apart from the fact that there was no contract to be “novated”, this is another reason why the 2nd plaintiff simply cannot attempt to sue on this agreement. 195.For the above reasons, the 2nd plaintiff’s claim made on the basis of the Global Exclusive Performing Arts Agent Agreement must fail. 196.In the course of the trial, there was also a dispute as to the timing when the defendant knew the liquidation of HKAEG. I do not think, in light of the findings hereinabove, detailed discussion on this issue is still required. However, insofar as it is necessary, it is my finding that neither the defendant nor Emily knew about it until 23 July 2014. This is because, if they had been informed about the winding up of HKCEG earlier, AL Law Office would not have been instructed to send the 1st Termination Letter to HKAEG for the purpose of terminating the HKAEG Contract on 23 July 2014 (i.e. the 1st Termination Letter). It should also be borne in mind that, the undisputed fact is that, AL Law Office sent the 2nd Termination Letter to HKAEG’s Liquidators on the following day (i.e. the 2nd Termination Letter). In my view, this is clearly an act which was done for rectifying the mistake of sending the notice of termination to the wrong recipient. This further supports the defendant’s factual assertion that neither she nor Emily knew earlier (as alleged by the plaintiffs) that the HKAEG had indeed been wound up. 197.There is no dispute that the 1st plaintiff, the defendant and HKAEG entered into the Two Movies Contract on 16 May 2012. 198.To recap, it is the 1st plaintiff’s case that:
199.It is indisputable that, in order to prove that the defendant had breached the Two Movies Contract, the 1st plaintiff has to prove that the defendant had received the Two Movies Payment, which is denied by the defendant. 200.The 1st plaintiff is unable to adduce the actual cheque or any other evidence which proves directly that the defendant has received the Two Movies Payment. All he could do was to:
201.The 1st plaintiff also asks this Court to infer that the payment must have been made to the defendant at the material time because Emily emphasised by an email dated 22 March 2012 that:
202.It was said that, in the above circumstances, and given it had been provided under Clause (5)(i) of the Two Movies Contract that the 1st plaintiff shall pay the Two Movies Payment to the defendant and HKAEG within three days of signing the said contract, it is inherently improbable that the defendant had not received the said payment accordingly. The plaintiffs’ counsel also drew this Court’s attention to the fact that Emily did not chase the 1st plaintiff for payment even when she discussed another payment of HK$4 million in May 2013. 203.Having considered all the evidence, I find that the 1st plaintiff has failed to discharge his burden to prove that the defendant had ever received the Two Movies Payment:
204.Although it is evident that Emily has requested that HKAEG would not take any commission from the payments made under the Two Movies Contract, I do not see how it can then be said that it is likely that the 1st plaintiff had paid the defendant directly. If this logic is correct, the said contract would have provided that all payments thereunder should be paid to the defendant (or her designated account) in the first place. 205.The 1st plaintiff’s claim made under the Two Movies Contract must therefore fail on this ground alone. E3.3 The defendant’s alleged renunciation 206.For the sake of completeness, I would also discuss whether the defendant had ever evinced any intention not to perform the Two Movies Contract. 207.The plaintiffs’ counsel argued the plaintiffs’ case in the following way:
208.With greatest respect, the 1st plaintiff’s arguments are hopeless:
209.To conclude, the 1st plaintiff’s claim on the Two Movies Contract must fail. F. ORDER 210.By reasons of the aforesaid, the plaintiffs’ claims are hereby dismissed. G. COSTS 211.I make a costs order nisi that the plaintiffs shall bear the costs of the action, to be taxed if not agreed. 212.The above order nisi shall become absolute in the absence of application to vary (which, if any, will be disposed of on paper) within 14 days hereof.
Mr Valentine Yim (3 & 4 December and 5 December 2025 (morning) only), Mr Tang Lik Hang, and Mr Isaac Ng (13 January 2026 only), instructed by Y. K. Lau & Chu, for the plaintiffs Mr Kenneth K Y Lam and Ms Colette Wong, instructed by Cheng & Ng, for the defendant [1] An order for split trial was made by Master Hui on 2 June 2022 [2] This Section is adopted from the plaintiffs’ Closing Submissions, which the defendant’s counsel have confirmed to be accurate in court [3] Hu Lan v David Golden [2023] HKCFI 873 at [36], and Painter v Hutchison [2007] EWHC 758 (Ch) at [3] [4] At [D/1090]: “係啦係啦， 因為依家都係呀。我哋都唔報嗰4 千萬，但係佢就會話我哋嘛，因為之前有…有出入過呢筆數吖嘛。咁呀就話俾佢知呢個係AEG 嘅， 係一間BVI公司囉，唔係我哋呢個er…新亞洲囉。所以我哋到時要簽返，如果唔係一對番返嚟呢就死啦。對唔…對唔上囉而家。係啦所以你哋呢總之呢， 交上去之前呢，做好晒，將啲合約呢全部對好晒、做好晒之後呢，你哋再對一對，你明唔明呀？ 彼此之間夾一夾，唔好你嗰邊我呢邊到時候呢， 佢哋兩邊一check 呢， 對唔上呢就就…麻煩囉。好嗎？ 辛苦你同阿Samson 啦， 好嗎？ Samson，係啦，你…即係你擺多少少精力啦。好嗎？ 呢一part 唔係講笑㗎，真係。費事出事啦，係嗎？” (emphasis added) [5] See, for example, his messages sent on 15 May 2014 at [D/1110] and [D/1112] and [D/1126] [6] Paragraph 4.6 of the Re-Amended Defence reads: “The truth is, on 10 July 2011, D signed on and thus entered into a written agreement with [HKAEG].” Paragraph 4.7 of the Re-Amended Defence reads: “By the [HKAEG Contract],D appointed HKAEG as her exclusive global agent from 10 July 2011 to 9 July 2016, and HKAEG agreed to pay a lump sum advancement of HKD 40 million to D on 11 July 2011.” [7] See [D/1083] [8] See the minutes of a meeting held on 23 April 2013 between the Inland Revenue Department and Emily and the defendant’s tax representatives at [D/1064] [9] See the minutes of a meeting held on 15 May 2017 between the Inland Revenue Department and Emily and the defendant’s tax representatives at [D/1645] [10] See Section E1.1 above for some messages sent by the 1st plaintiff on 15 May 2014 which started off the discussion [11] The words between “2” and “717” cannot be seen in the trial bundle [12] Paragraph 150 of the plaintiffs’ Closing Submissions [13] Her message has been quoted under Section E1.3.3 above [14] Paragraph 62 of the 1st plaintiff’s witness statement |