Read the full judgment text of HCCT 98/1999 on BabelCite. This 高等法院原訟法庭 judgment was delivered on 11 November 2005 before Hon Reyes J.
Contract Law — Agency — Undisclosed Principal — Sub-Contract — Construction Project — Payment Disputes — Repudiatory Breach — Preliminary Issues — Whether plaintiff was party to Sub-Contract as undisclosed principal through agent Mansion China — Whether plaintiff repudiated contract by non-payment. Clinton Engineering Limited, a wholly-owned subsidiary of Mansion (China) Limited, entered a Main Contract with the Employer for electrical, HVAC and plumbing works at Dong Jun Plaza. Mansion China purportedly sub-contracted parts to Tridant Engineering Co. Ltd. by a Letter of Intent (LOI), but Tridant denied Clinton's privity. Clinton issued a Letter of Authorisation (LOA) authorising Mansion China to contract on its behalf. Evidence regarding actual knowledge by Tridant of Clinton's involvement was examined and found insufficient to establish disclosed agency. The LOA was found authentic and conferred authority on Mansion China as agent of Clinton, making Clinton the undisclosed principal. Contract terms did not exclude Clinton's rights as undisclosed principal, including arbitration rights. On payment, Tridant claimed a substantial unpaid balance justifying suspension. Clinton countered with deductions including payment through Letters of Credit (LCs) to subcontractors. Court held Clinton entitled to deduct LC amounts recognized by subcontractors, but not others lacking evidence. The final shortfall was about 30% of claimed amount, held insufficient to amount to repudiatory breach. The court rejected Tridant's argument that Clinton evinced intention not to be bound and held that Clinton did not repudiate the Sub-Contract. Clinton prevailed on the preliminary issues; parties to proceed on remaining substantive claims and further directions to be agreed or ordered. Costs were reserved subject to taxation in respect of this trial.
Legal issues: Whether Clinton was a party to the Sub-Contract · Whether Clinton repudiated the Sub-Contract
Outcome: Clinton可作為分包合同的未披露主體，得以起訴Tridant；Clinton未構成分包合同根本違約