Phemie Shiu May Yuen v. Tai Chung Development Investment Co (A Firm) and Another

HCA008833/1981

BETWEEN

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Coram: Hon. Liu J. in Court

Date of Handing down of Judgment: 28 May 1982

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JUDGMENT

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1. Judgment was given at the conclusion of these proceedings. I indicated that I would give reasons in due course, which I now do.

2. It is the plaintiff's case that she agreed with the partners Mr. Tung and Mr. Tam of the 1st defendant firm for an investment in land to be acquired in the name of Mr. Tung, the 2nd defendant. Such agreement was not evidenced by any or any sufficient memorandum in writing. The plaintiff further claimed that for the land purchased in the name of Mr. Tung, she had advanced $100,000 in the character of a purchaser. It is a question of fact whether the plaintiff did contribute as a purchaser, and it may be proved by parol evidence. If it is proved that the plaintiff did pay her $100,000 as part purchase money in the character of a purchaser, a resulting trust of the purchased land representing such $100,000 contribution will be presumed in favour of the plaintiff. Such a presumption can, of course, be rebutted by the defendants.

3. After a university education, whilst serving her articled clerkship with Messrs. Sousae & Hoosen, the plaintiff had grown partial to earning commissions. She showed keen interest in property transactions and had acted as a real estate broker with her then colleage, one Maria Chong. Subsequently, she widened the scope of her activities to include trading in stock under a dealer's licence of her husband. It was not beyond her to join force with accessible speculative elements, but on the other hand in consultation with her then fiance and subsequently her husband, a qualified accountant, it cannot be said that she was really naive and gullible. It is sad, but fortunately for her in this case, to observe that both her husband and herself were not particularly interested in the legal knowledge supposedly acquired in their respective training, especially in the law of contract.

4. The plaintiff's case is comparatively straightforward : On the 5th, 6th or the 7th October, 1977, in the office of Mr. Tam the plaintiff had a discussion with both Mr. Tam and Mr. Tung in connection with a proposed acquisition of certain Pokfulam Village Lots Nos. 6, 7, 20 and 35 of approximately 30,000 square feet in area, for about $800,000. The impression gained by the plaintiff was that a Sale and Purchase Agreement was about to be signed and the deal soon concluded. It was then explained to the plaintiff that as Mr. Tung was responsible for negotiation and on good terms with the villagers, it was proposed to have the purchase taken in his name. The plaintiff conceded that she had never seen Mr. Tung with the Pokfulam villagers, and Mr. Tung himself denied having ever negotiated with these villagers. Such alleged discussion with and invitation to invest extended to the plaintiff were denied by both Mr. Tung and Mr. Tam. According to the plaintiff, soon thereafter on the 9th or the 10th October, 1977, in the office of the 1st defendant's firm the plaintiff agreed to join in with the venture and contribute $100,000 as her share which was intended to be spent in the acquisition of Pokfulam Village Lots 6, 7, 20 and 35. On the figures given, the plaintiff's contribution to the purchased land was to stand at around twelve per cent. Mr. Tung and Mr. Tam again both denied any such agreement with the plaintiff.

5. On the 11th October, 1977, the plaintiff paid $30,000 and on the 11th April, 1978 another $70,000. Such payments totalling $100,000 were, so the plaintiff claimed, her payment towards the purchase money in the character of a purchaser in the proposed acquisition of the Pokfulam Village land. Both Mr. Tam and Mr. Tung joined issue with this alleged purpose for the plaintiff's $100,000. They maintained that these payments totalling $100,000 were the plaintiff's agreed entrance fee for becoming one of the founder members of a gambling club to be promoted and formed in Hong Kong running, inter alia, a casino on a similar footing as that of the Play Boy Club in London.

6. The alleged reference to the numbers of the village lots was imprecise. On the 8th October, 1977, the Remaining Portion of Lot 35 in Pokfulam Village was acquired under an Agreement for Sale and Purchase of even date for $120,270. On the 13th October, 1977, the Remaining Portion of Lot 6 and Lot 7 were acquired under an Agreement for Sale and Purchase of even date for $235,130. These purchases were for a total sum therefore of $355,400.

7. In sequence of dates, some 3?months later on the 25th January, 1978, Lot 20 was acquired under an Agreement for Sale and Purchase of even date for $468,250.

8. It was submitted on behalf of the defendants that at the time of the alleged meetings for negotiation and agreement, it was not quite possible for the defendants to identify Lot 20 acquired only some 3 1/2 months later for a sum well in excess of the total purchase price for the three previous lots. Mr. Tam emphasized that in October, he had no notion of Lot 20 even being ultimately available nor of the total future commitment of Mr. Tung in his acquisition for which he acted under instructions. This argument would have much to commend itself if the defendants' version were accepted. On the other hand, there is no inherent defect in the plaintiff's version of the then disclosure of these Lot Nos. if, as the plaintiff testified, negotiation was then said to be well underway.

9. The plaintiff told the Court that she had full confidence in Mr. Tam and Mr. Tung, and she categorically stated that Mr. Tung was a trustee for her share in these plots of land acquired. She further told the Court that when she was becoming increasingly impatient in her subsequent inquiries made of Mr. Tung in respect to the land investment every few months, Mr. Tung took exception to these inquiries and remarked : "Don't you trust me?".

10. The plaintiff was granted an immigrant visa some time in April 1981, and in August 1981 when she was in Australia she spoke to Mr. Tung on a long distance call. She testified that Mr. Tung informed her that he had managed to sell the plots for $8 million and was about to sign an Agreement for Sale and Purchase and that thereupon he would be paid $2 million as deposit and part purchase price. According to the plaintiff, Mr. Tung also revealed that the transaction was expected to be completed in December 1981 and that he, Mr. Tung would account for her share in the joint venture. This telephone communication was not denied, but Mr. Tung claimed that the conversation was confined to a $16,112.40 cheque held by the plaintiff in repayment of the four months' rent deposit for Room 802 in the Yu Sheung Boon Building.

11. Mr. Tung maintained that the plaintiff had no interest in these plots which were acquired solely by himself for his own benefit. He admitted that on the 2nd February, 1981, the land was sold to one Mr. Lee Tak Man for $8 million with completion stipulated to be on the 1st February, 1982. Mr. Tung further testified that Mr. Lee and himself had personally agreed that unless Mr. Lee's proposed construction scheme was approved by the Public Works Department, the sale would have to be rescinded with a repayment of the $2 million deposit. Mr. Tung further explained that as no approval came from the Public Works Department, the sale to Mr. Lee Tak Man was annulled by a Cancellation Agreement dated the 18th August, 1981 resulting ultimately in the repayment of the $2 million deposit to Mr. Lee.

12. After the payment of her $100,000, the plaintiff contacted and attempted to contact only Mr. Tung. She had never tried to speak to or contact Mr. Tam because, according to her, after her payment Mr. Tung alone supplied her with information. She complained that on the 13th October, 1981 she was unable to contact Mr. Tung in his office, that on the 26th October she was also unable to contact Mr. Tung both in his office and his residence, and that on the 11th November, 1981 likewise she attempted but failed to contact Mr. Tung. She even sent to Mr. Tung a registered letter dated the 26th October, 1981, which went unanswered.

13. The plaintiff returned to Hong Kong on the 9th December, 1981, and soon thereafter she caused her present writ to be issued. Her solicitors were unable to serve the same on Mr. Tung.

14. On the 22nd December, 1981, she arranged with Mr. Tung to come to the office of her solicitors, but according to Mr. Tung the message was misunderstood. On the same day an arrangement was made for the plaintiff and Mr. Tung to meet at Maxim's Cafe in Realty Building. According to the plaintiff, at this meeting Mr. Tung observed that it was not necessary to sue him as he would transfer her share of $100,000 worth in the land into her name upon his return from Taiwan in four days' time. Mr. Tung further allegedly said that the sale to Mr. Lee Tak Man had fallen through because no vacant possession could be delivered. Thereupon Mr. Tung was allegedly confronted with the reality that if only one million dollar out of the two million dollars deposit had been offered to the villagers, they would probably have been induced to leave. When Mr. Tung was allegedly asked to produce a copy of the Agreement for Sale and Purchase, his reply was that a copy was available in the office of his solicitors.

15. The alleged admission in this conversation was said to have been made in the presence of the plaintiff's solicitor, Miss Anita Sin, whose evidence I will turn to in a moment. But before her solicitor joined the table, so ran the plaintiff's evidence, she inquired from Mr. Tung of two cheques, one for $35,000 and another for $16,112.40.

16. Miss Anita Sin corroborated, in substance, the plaintiff's version of this meeting except in one respect. She confirmed Mr. Tung's observation that he would assign the plaintiff's share in the land to her upon his return from Taiwan. Miss Sin added that the plaintiff repeated the lot numbers which were verified by Mr. Tung as correct. However, she told the Court that she only inquired if Mr. Tung was prepared to sign some written acknowledgement, but that she did not in fact produce a piece of paper with an invitation to sign.

17. Let me now turn to the defendants' version. Mr. Tung testified, as confirmed by Mr. Tam, that the plaintiff agreed to become a founder member of the casino project. Mr. Tam further elaborated that if the plaintiff's contribution of $100,000 had been for the purchase of the Pokfulam Village land, in the signed receipts for the $30,000 and $70,000 on the 11th October, 1977 and 11th April, 1978 respectively, he would not have simply put down "part payment of investment" but would have made specific reference to land. Mr. Tam was unable to explain satisfactorily as to why these receipts did not at least contain some reference to an intended application for a licence to operate a casino, and his faint excuse of illegality was unconvincing. Mr. Tam's supportive evidence did not ring truth, and his bare assertion that the original pleading of lack of any intention on the part of Mr. Tung to sell was his "oversight" was plainly unacceptable. According to Mr. Tung, some time in July 1979 (at one time June was mentioned) the plaintiff requested to withdraw from the casino project. Mr. Tung told the Court that he did not consent to such a request intimating that the plaintiff would be at a great disadvantage after much expenditure and with the accounts yet to be finalized. Subsequently, so ran the evidence of Mr. Tung, as the plaintiff then required office accommodation, he agreed to allow the plaintiff to withdraw her $100,000 in full value but to be settled by a somewhat peculiar arrangement. The Court was told that the plaintiff was to use the office accommodation of Mr. Tung in his firm name of Big Dragon & Co. (H.K.) Ltd. at Room 802, Yu Sheung Boon Building at an agreed rental of $2,500 per month until the whole of the plaintiff's $100,000 investment was exhausted. After the expiry of the tenancy agreement of Room 802 in favour of Mr. Tung's limited company, a two years' term was secured in the joint names of the share broker business of the plaintiff's husband in the name of Big Dragon Securities Company and Mr. Tung's limited company. According to Mr. Tung, the plaintiff started to use the office facilities at Room 802 as arranged from July 1979 and in April 1981 after having been granted immigrant visa to Australia the plaintiff allegedly requested Mr. Tung to take over the residue of the two years' term expiring on the 19th March, 1983. Mr. Tung claimed that in or about July 1981 it was agreed between the plaintiff and himself that the plaintiff's occupancy for a period of twenty months from July 1979 to the expiration of his limited company's tenancy in March 1981 at $2,500 per month amounted to $50,000. Mr. Tung further claimed that upon his agreeing to take up the rest of the two years' term in the joint names of Big Dragon Securities Company and his limited company, the plaintiff compensated him approximately three months rent at the then rate of $2,920 per month plus expenses in a round sum of $15,000. According to Mr. Tung, that was $65,000 in all, and he gave the plaintiff a post-dated cheque dated the 20th December, 1981 for $35,000 to make up her total investment of $100,000 in the casino project. It was also claimed that this $35,000 cheque was not to be banked unless the plaintiff returned her two receipts. But another of Mr. Tung's allegations was that the funds raised for the casino project totalling $2 million had by then been almost exhausted and that the 1st defendant's firm then survived on overdraft facilities. Very soon after the casino project fell to the ground, Mr. Tung allegedly burned all the books and documents at the end of August 1981. It is a little surprising why at that time in July 1981, Mr. Tung was still so very willing to repay the plaintiff's investment in full after a stoppage of 4 months from March crowned by the issuance of this post-dated cheque for $35,000.

18. The plaintiff paid the four months' deposit under the new two years' tenancy agreement, and in about July 1981 Mr. Tung gave the plaintiff another post-dated cheque for $16,112.40. According to Mr. Tung, the plaintiff was only to present this $16,112.40 cheque when accounts of his finalized and when the tenancy of Room 802 was surrendered.

19. As for the $35,000 post-dated cheque, the plaintiff's version was entirely different. She explained that she lent $20,000 to Mr. Tung in September, 1978 against a post-dated cheque given by Mr. Tung, that when the cheque was about to fall due, Mr. Tung was unable to repay and looked rather depressed and that on account of good friendship, the plaintiff did not press for repayment. Instead in November 1979, she said that she lent Mr. Tung another $20,000 and that she returned his post-dated cheque for the $20,000 for a new post-dated cheque for $40,000. According to the plaintiff, some time in February 1981 Mr. Tung made a partial repayment of $5,000 in cash, and she returned the post-dated cheque for $40,000 for the cheque of $35,000 post-dated to the 20th December, 1981. It was claimed that when she left Hong Kong for Australia, She entrusted this $35,000 post-dated cheque and the $16,112.40 cheque for her four months' deposit under the new tenancy agreement to Annie Lau for collection. The plaintiff further told the Court that when she was holding the $40,000 post-dated cheque, she left for America from the 10th January to the 6th of April in 1980 and that she requested Maria Chong to present the $40,000 post-dated cheque after consultation with Mr. Tung. Maria Chong, a mutual friend of both parties, confirmed that she was given a cheque under $50,000 by the plaintiff drawn by the 2nd defendant with instructions that she should consult Mr. Tung before presentation and that Mr. Tung contacted her and asked her not to present that cheque without giving any specific reason. The evidence of the plaintiff particularly on this $40,000 post-dated cheque, as corroborated by Maria Chong, went some way in exposing Mr. Tung's allegation of the peculiar arrangement, ending with the giving of the $35,000 post-dated cheque, as being highly improbable.

20. According to the plaintiff, she and Maria Chong were allowed to use Room 802 for their real estate broker business gratuitously. Maria Chong explained that the room was used quite frequently, three or four days a week and that she was to share profit and expenses; her understanding was that the use of Room 802 for their real estate broker business was given by Mr. Tung free of charge.

21. The plaintiff and her husband both gave evidence to the effect that the husband's dealer's licence was granted in May 1980 and that they were given the use of Room 802 for the share broker business as from May 1980. They had the use of one cupboard and one desk. They conceded that they had the use of all the other desks except for the drawers and that Mr. Tung's use was nominal. They claimed that they were not charged any rental but had to pay for expenses in the region of $300. On their calculation, so they claimed, interest on the loans to Mr. Tung, which were not asked for because of personal embarrassment, would be approximately $500 per month. Mr. Tung was then himself paying only $1,200 per month for Room 802. According to the plaintiff and her husband, they reckoned that it was a fair transaction among friends in those circumstances. The plaintiff's husband drew the Court's attention to the fact that if the sharebrokerage business had had to pay a monthly rent of $2,500, it would have been reflected in the accounts of his Big Dragon Securities Company if only for tax purposes. These was no entry to that effect.

22. At the expiration of the tenancy in the name of Mr. Tung's limited company, a new tenancy for two years was obtained from the landlord in the joint names of her husband's Big Dragon Securities Company and Mr. Tung's limited company from 20th March, 1981 to 19th March, 1983 at $2,920 per month on a four months' rental deposit. The plaintiff told the Court that her husband's company paid the rental in full without any contribution from Mr. Tung and paid the four months' deposit. In April 1981, the plaintiff spoke to Mr. Tung about her immigration visa to Australia. She was minded to surrender her tenancy, but Mr. Tung allegedly desired to retain the tenancy right in the name of his limited company. A letter to the landlord was drafted by Miss Anita Sin on her behalf dated the 21st July, 1981 as can be seen at page 132 of the Agreed Bundle.

23. The plaintiff denied the alleged agreement as testified to by Mr. Tung, and she explained how the $35,000 post-dated cheque came into existence, but she agreed that Mr. Tung gave her a cheque post-dated for $16,112.40 to cover her payment of the four months' deposit. It was her case that none of these cheques was issued on any condition.

24. The plaintiff further told the Court that she had never entered into any joint venture in the alleged casino project and that her fiance, her present husband, and she had gone into the proposed investment in the Pokfulam Village land thoroughly on the information given. In fact, she was heavily backed by her then fiance in the investment.

25. It is all a question of fact whether the plaintiff has been proved by parol evidence to have paid her $100,000 as part purchase money for the Pokfulam Village plots in the character of a purchaser. Apart from passing comments which I have made, I should consider some of the highlights in Mr. Tung's evidence more carefully :

Paragraph 2 of the Defence : It was the defendants' case that the plaintiff agreed to and did invest in the 1st defendant firm's sole undertaking for floating a gambling club in Hong Kong along the line of the Play Boy Club in London. The assertion in paragraph of the Defence that the plaintiff's investment was for the general purpose of the 1st defendant firm would seem to be unforgivably vague. The fault probably lay in the instructions to the pleader by or on behalf of Mr. Tung and Mr. Tam. Vague as it was, that version in paragraph 2 of the Defence might perhaps be defended as not being wholly inaccurate. Mr. Tung was adamant that the 1st defendant firm had no other business. Thus, there might well be no true distinction between the sole gambling club project and the 1st defendant firm's general purpose. But a further commercial interest described by Mr. Tung as 'agent or distributor for wireless radio' was subsequently sought to be disregarded as merely an abortive plan. It was never suggested that the 1st defendant firm was to be exclusively tied down to the alleged gambling club project, although it happened to be its only undertaking.

Mr. Tam's role : Mr. Tam was initially claimed to be merely a secretary of the gambling club project. Later, Mr. Tung maintained that in the preparatory stage, $1 million was needed, which he himself contributed $800,000 with $200,000 from Mr. Tam. Then Mr. Tung was quick to emphasize that the $200,000 of Mr. Tam's was not an investment in the casino project. Mr. Tung was immediately driven to concede that such $200,000 was for the purpose of the 1st defendant firm and, as Mr. Tung had alleged, the firm gave its undivided attention to the promotion of the casino club. Mr. Tung could hardly reconcile his own versions in his prevarication. Before March 1977, so claimed Mr. Tung, he mustered overseas support in the aggregate sum of $900,000. Thereafter, from the tenor of Mr. Tung's evidence, a local contribution of HK$1.1 million came from himself, Mr. Tam and the plaintiff. The whole of the HK$2 million including Mr. Tam's contribution was allegedly exhausted in payment of the 1st defendant firm's operational expenses for almost five years. The activities of the 1st defendant firm were said to be confined to the casino club project, and yet Mr. Tung would have this Court believe that Mr. Tam's $200,000 was not an investment in the casino club promotion. The inconsistency, even in Mr. Tung's own versions, was obvious.

Destruction of the records and accounts of the 1st defendant firm : The 1st defendant firm was allegedly dependent on overdrafts in September 1981. Business of the 1st defendant firm ceased on the 30th September, 1981 as a result of, so claimed Mr. Tung, "a telephone call received from lawyer in London" "at the end of August 1981" "that it was impossible to obtain the licence". With so many alleged diversified sources of contributions both overseas and locally, there was little justification for all the records of almost five years' operation to be burnt just a month later at the end of September 1981. Mr. Tung denied the suggestion that these accounts and documents were caused to be hurriedly destroyed after a long distance call with the plaintiff then in Australia.

The Sale Agreement :         Mr. Tung further denied that in that long distance call from Australia he ever disclosed to the plaintiff information of a pending sale of the Pokfulam Village land to Mr. Lee Tak Man. That, Mr. Tung claimed to be his personal affair. Such a sale was in fact implemented on the 2nd February, 1981 by an Agreement for Sale and Purchase, "D1". $2 million was paid as deposit. Completion was scheduled to fall on the 1st February, 1982. By a Cancellation Agreement dated the 18th August, 1981, the sale of the Pokfulam Village land to Mr. Lee Tak Man was cancelled. At the conclusion of these proceedings, the plaintiff did not seek to dispute the cancellation, but she made no admission that Mr. Tung "was entitled to enter or justified in entering into the Cancellation Agreement". I accept the evidence of the plaintiff's husband in preference to that of Mr. Mak's that he, the plaintiff's husband, telephoned Mr. Mak only once some time in August 1981 and inquired from him whether it was true, as his wife had briefed him over a long distance call from Australia, that Mr. Tung would be entering into Agreement for Sale and Purchase of the Pokfulam Village land for $8 million and soon receiving a deposit for $2 million. I also find that thereupon Mr. Mak confirmed that in fact Mr. Tung had closed the deal and a deposit had been received.

Sale of and intention to sell the lots AND its Cancellation : It was alleged in the unamended original version of the Defence filed on the 9th January, 1982 that Mr. Tung had no intention to sell. It was further alleged that the sale to Mr. Lee Tak Man was to be conditional upon the approval by the Public Works Department of his proposed construction. But there was no reference to such an alleged condition in the Agreement for Sale and Purchase, which was dated the 2nd February, 1981, and it would seem that the plaintiff had good ground for doubting Mr. Tung's right or justification for the cancellation of the sale. The alleged repayment of the $2 million deposit was also suspect. Mr. Tung was quite undecisive as to when he orally agreed to return the $2 million deposit. At one time it was alleged that it was on the same day as that of the Cancellation Agreement of the 18th August, 1980. Then it was said that in fact the repayment was made in Taiwan at the end of July or beginning of August. Time and again, Mr. Tung's evidence led one to believe that he was constantly considering how best to supply details in his answers. Coming back to the pleading, the sale was in February 1981, and in January 1982 almost a year later, the first version was that Mr. Tung had no intention to sell.

The two $20,000 cheques : As for these two cheques "P6" and "P7" of the plaintiff's, Mr. Tung maintained that they were repayments of his cash loans to her. Mr. Tung's alleged loans were not evidenced in writing. He claimed that he was frequently carrying over $30,000 in cash during that period in 1978 and 1979 as he was expected to visit prospective investors in the casino project in the South-east Asia region and Macau. One would have thought that travellers' cheques would have been the more satisfactory means of financing, both in terms of protection against loss and possible breach of governmental exchange control regulations. Mr. Tung denied that these two $20,000 cheques were loans made by the plaintiff to him, and he maintained that he was never in any financial difficulties. However, he gave the post-dated cheque allegedly in settlement of the plaintiff's investment which was said to be withdrawn by the plaintiff in July 1981, and Mr. Tung explained that he had "not so much cash". Maria Chong told the Court that the plaintiff asked her not to present a cheque of less than $50,000, to her recollection, left in her charge in January 1980 during the plaintiff's absence from Hong Kong in America. It was also put on behalf of Mr. Tung to the plaintiff in cross-examination that on the 22nd December, 1981 at the Maxim's Cafe in Realty Building he, Mr. Tung, excused his inability to honour his cheque because he had his fund "tied up in Taiwan". Mr. Tung himself testified that on the 22nd December, 1981 he requested the plaintiff then not to present the cheque because he had insufficient fund. If Maria Chong's evidence is to be accepted on the cheque left in her charge in January 1980, Mr. Tung must be discredited in his allegation of the plaintiff's permitted withdrawal of her investment in July 1981. Mr. Tung suspended payment of the post-dated cheque for $35,000, and one of the reasons given was that he would not be prepared to pay without the return of the plaintiff's two receipts for $100,000 issued by the 1st defendant firm and signed by himself and Mr. Tam. However, he admitted that he consented to judgment on the cheque for $35,000 without even insisting on the return of the two receipts.

26. Mr. Tung cut a very poor figure in the witness stand. He was evasive. His credibility was highly questionable. I have no hesitation in accepting the evidence of the plaintiff, her husband, Miss Anita Sin and Maria Chong. The evidence of the plaintiff on the Maxim's meeting on the 22nd December, 1981 was in substance no different from that given by Miss Anita Sin. But insofar as the plaintiff's evidence deviated from the details described by Miss Anita Sin, I prefer the version of Miss Sin. The declared intention of soon effecting a transfer to the plaintiff was an admission that the plaintiff's $100,000 had been put into the land purchase.

27. I find that the plaintiff contributed $100,000 and that her contribution was by way of part purchase money for the intended acquisition of the various plots in Pokfulam Village in the character of a purchaser. I further find that the 2nd defendant purchased the village plots with funds including that $100,000 paid by the plaintiff. The presumption of a resulting trust has arisen in favour of the plaintiff in this case, and such presumption has not been rebutted. In fact, the case of Mr. Tung and Mr. Tam was never put on the factual basis capable of rebutting the presumption of a resulting trust. Their version was that the plaintiff invested in the casino club project and not in the character of a purchaser to the extent of a contribution of $100,000 in the acquisition of Pokfulam Village land. Consequently, at the trial I made the appropriate declarations and orders.

28. Mr. Tam and Mr. Tung both resisted the declarations and orders sought by the plaintiff. It is not necessary in these proceedings for me to determine the actual interest of Mr. Tam, if any, in the Pokfulam Village land. Naturally, if Mr. Tam had a share in the purchase of the Pokfulam Village land now held in the name of the 2nd defendant, he would be affected. Mr. Tam and the 1st defendant firm have never confined their opposition to the declarations and orders sought only insofar as these would affect any of them personally. Both defendants relied on the plaintiff's alleged withdrawal from the land purchase. The declarations and relief sought by the plaintiff in these proceedings were resisted in a joint Defence by both defendants who shared, to a large extent, a common front. For these reasons, I awarded costs also against the 1st defendant firm.

Representation:

Mr. Patrick Fung instructed by Messrs. P.H. Sin & Co. for the Plaintiff.

Mr. Gittins Q.C. with Mr. Paul Fok instructed by Messrs. Sousae & Hoosen for the Defendants.