Kwong Kam-ming v. Ace Asian (HK) Ltd

Read the full judgment text of HCA 1/1979 on BabelCite. This High Court CFI judgment was delivered on 16 November 1979.

1. The facts agreed on the pleadings are:-

Case No.HCA 1/1979
Court
High Court CFI
Date16 Nov 1979
Judge
Case Document
100%Judiciary

HCA000001/1979

IN THE HIGH COURT 1979 No. 1

BETWEEN
KWONG Kam-ming Plaintiff
AND

Ace Asian (H.K.) Ltd. Defendant

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Coram: Mr. Commissioner Gittins, Q.C.

Date of Judgment: 16 November 1979

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JUDGMENT

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1. The facts agreed on the pleadings are:-

(1) The Plaintiff as "customer" entered into a written agreement dated 18th October, 1978 with the Defendant as "broker" to trade inter alia in gold bullion futures. Relevant terms of the agreement are:-
" 5. No provision of this agreement shall in any respect be waived, altered, modified or amended unless such waiver, alteration, modification or amendment be committed to writing and signed by one of your authorized officers. This agreement shall not be revoked by the customer except by writing delivered by you. Such revocation, however, shall not affect any transaction theretofore entered into between us."
" 29. All the terms, authorizations and provisions hereof shall be continuous and (i) shall apply to all transactions in this all and other accounts of the customers, now existing or hereafter opened, form the original opening to the time of final closing, including all renewals or reopenings thereof however numerous and at whatever intervals, (ii) shall remain in full force and effect until receipt by you from the customer or by the customer from you of written notice of its termination, in which event at your election you may liquidate the customer's accounts as, hereinabove provided or transfer the customer's accounts to such broker of commission merchant as the customer shall designate in writing within SIX DAYS of such termination. ..."
(2) All the Plaintiff's dealings with the Defendant were effected through one YIM Ming who was the servant or agent of the Defendant.
(3) On 18th October, 1978 the Plaintiff paid HK$20,000 to YIM Ming as Margin Deposit on the opening of the Plaintiff's trading account with the Defendant.
(4) Between 19th October, 1978 and 26th October, 1978 the Plaintiff completed three transactions which comprised the purchase and sale of a total of 10 American Gold Future Trading units. These transactions resulted in a profit of HK$7,000 to the Plaintiff.

2. The Plaintiff's case is that on 28th October, 1978 YIM Ming told him of his profit position, that on 29th October, 1978 he told YIM Ming that he wished to terminate his account and to withdraw HK$27,000 being his original deposit and the profit. That on 30th October, 1978 YIM Ming told him that the Defendant would require a notice in writing and that he thereupon wrote in Chinese at the dictation of YIM Ming to the following effect -

"With effect from today I hereby terminate my account and I ask for the return of all my deposit, i.e. $20,000, and my profit, i.e. $7,000."

That he signed this document and handed it to YIM Ming on 30th October, 1978. That YIM Ming said that the document was an informal notice and that he would give the Plaintiff a form for signature the following day. That YIM Ming failed to keep the appointment for the next day, 31st October, 1978, and since then the Plaintiff had made many unsuccessful attempts to contact YIM Ming by telephone at his home and at the Defendant's office. That on 8th November, 1978 the Plaintiff went to see his solicitors and on 10th November, 1978 the solicitors wrote to the Defendant setting out the Plaintiff's case and demanded the return of $27,000.

3. The Defendant's manager LAU Mei-kan gave evidence inter alia as follows:-

(1) He did not receive the Plaintiff's letter closing his account, nor was he so informed by YIM Ming.
(2) The Defendant's records show further transactions by the Plaintiff through YIM Ming comprising: 4 units bought on 31st October, 1978, 4 units bought on 1st November, 1978, 8 units bought on 2nd November, 1978 and the latter 8 units sold on 2nd November, 1978.
(3) The price of gold rose between 19th October, 1978 and 30th October, 1978; thereafter it fell steeply to 30th November, 1978.
(4) 8 units were carried in the Plaintiff's account and documents entitled "Variation Margin Call" were sent to the Plaintiff requiring further deposits of margin. These documents are dated 1st November, 1978, 2nd November, 1978, 3rd November, 1978, 9th November, 1978, 10th November, 1978, 14th November, 1978, 15th November, 1978, 16th November, 1978, 17th November, 1978, 20th November, 1978, 21st November, 1978, 27th November, 1978, 28th November, 1978.
(5) The normal procedure for a customer to close his account with the Defendant was for the customer to tell the Defendant this and to request the Defendant to return his money. That "it will be better if he sends a letter to our Company to close his account". In reply to his counsel as to what formality was necessary to close an account, he said -

"At first he (the customer) would contact the agent or the manager of our Company to say that he wished to terminate. Then the staff of our Company would check his account and return the balance due to the customer."

(6) That by the Variation Margin Call dated 28th November, 1978 the Plaintiff was required to pay in $193,800 so it was arranged for the Plaintiff to go to see the witness which the Plaintiff did on 30th November, 1978.
(7) At the meeting on 30th November, 1978 the Plaintiff said he had $27,000 with the Company, and the witness told him that he had purchased quite a number of gold units and had incurred great loss and owed the Defendant $100,000 odd. The Plaintiff replied that he was not too clear about the orders and suggested looking for YIM Ming. That he prevailed upon the Plaintiff to out his losses and sell his remaining units which the Plaintiff agreed to. The result was that the Plaintiff owes the Defendant $166,000.
(8) YIM Ming had disappeared, not having been seen since some time after 10th November, 1978.

4. In cross-examination the witness was asked why the Defendant did not exercise its rights under the "N.B." appearing at the foot of each of the Variation Margin Call documents. This note gave the Defendant, upon the failure of the customer to pay in the additional deposit demanded, power to close the customer's account. His reply was that the Call dated 1st November, 1978 required the further margin by 3rd November, 1978, that of 2nd November, 1978 required further margin by 4th November, 1978, that of 3rd November, 1978 required further margin by 6th November, 1978 and so on. This was due to the price of gold falling sharply.

5. It seems to me that although by 3rd November, 1978 the price of gold required further margin, the non-payment by the Plaintiff of the first Call by that date warranted action by the Defendant to close the Plaintiff's account and was the appropriate and prudent action to be taken instead of allowing the loss to build up to $166,000 by the end of the month.

6. I am of the opinion that with the disappearance of YIM Ming and the receipt of the Plaintiff's solicitors' letter of 10th November, 1978, the Defendant showed a gross lack of concern with the Plaintiff's account by not selling the Plaintiff's purported holdings and taking positive steps to see him until 28th November, 1979 which resulted in the interview of 30th November, 1978.

7. The Plaintiff was cross-examined as to why he took no action to clear up his position with the Defendant when he received the several Variation Margin Call documents which showed he was getting into debt with the Defendant. His reply was that he expected to see YIM Ming and thought that for a few days after 30th October, 1978 the latter was too busy to see him, anyway he was confident that he had closed his account by the letter he had given YIM Ming on 30th October, 1978. Eventually he went to his solicitors on 8th November, 1978 and the letter of 10th November, 1978 sets out his case.

8. As to the meeting with LAU Mei-kan on 30th November, 1978 he said his purpose in going was to get back his $27,000. He said he related to Lau his dealings with YIM Ming and referred to his solicitors' letter of 10th November, 1978. He denied that Lau mentioned the 8 units of gold or that he gave Lau instructions to sell them.

9. The issues in this case are -

(1) Whether the Plaintiff gave notice of termination of his account on 29th October, 1978 and 30th October, 1978; and
(2) If so, whether it was a valid notice. If no valid notice was given the Plaintiff would be liable as counterclaimed by the Defendant.

10. According to LAU Mei-kan's evidence a customer could close his account by saying to the Defendant's agent that he wished to do so, and that "it will be better if he sends a letter to our Company to close his account." The Plaintiff has testified that he did both these things on 29th October, 1978 and 30th October, 1978 respectively. I hold that YIM Ming had authority to receive these communications on behalf of the Defendant. I also hold that the written notice given by the Plaintiff satisfies the requirements of Clause 29 of the Customer's Agreement.

11. As to whether he did make these communications, his evidence that he did is uncontroverted. The only person who can contradict the Plaintiff is YIM Ming and he has not been called to give evidence.

12. In the circumstances, despite his inaction on the receipt of the Variation Margin Call documents of 1st, 2nd and 3rd November, 1978, which is to a large extent neutralised by his solicitors' letter of 10th November, 1978, I find that the Plaintiff gave oral and written notice of the termination of his account to the Defendant through its agent YIM Ming. I also find that he did not enter into any further transactions after giving notice on 30th October, 1978.

13. I give judgment for the Plaintiff on his claim and I dismiss the Defendant's counterclaim, both with costs.

(S.V. Gittins)
Commissioner of the High Court

Representation:

Bruno D'Almada (S.F. Sun & Co.) for the Plaintiff.

Wesley W.F. Wong (P.H. Sin & Co.) for the Defendant.