Pang Kam Wah v. Pang Kam Hung

Case No.HCA 1550/2008
Court
High Court CFI
Date10 Jul 2009
Judge
Case Document
100%

HCA1550/2008

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO. 1550 OF 2008

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BETWEEN

  PANG KAM WAH Plaintiff
  and  
  PANG KAM HUNG Defendant

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Before : Hon Poon J in Chambers

Date of Hearing : 24 June 2009

Date of Decision : 10 July 2009

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D E C I S I O N

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Introduction

1.The plaintiff and the defendant are brothers.  They executed a trust dated 10 February 1999 (“the Trust”) whereby the plaintiff entrusted to the defendant 8 items of properties with a total value of HK$3,440,000, including :

“……

(3)     廣州羊城商場鋪位二個      港幣 1,200,000 (‘Property 3’)

……

(7)     盛華股份有限公司股份      港幣 200,000 (‘Property 7’)

……”

2.The Trust provided :

“在未產生新協議情況下,部份彭錦雄先生使用期間所產生的費用及任何損壞,則須彭錦雄先生負責,若托管期中所產生的利潤,則為彭錦華先生所擁有,直至有新的協議為止。另外托管人彭錦雄先生沒有權處理上列財產。”

3.On 19 September 2008, the plaintiff commenced the present action seeking to enforce the Trust.

4.The defendant raised three points :

(1)     The Trust was made to perpetuate the plaintiff’s scheme to defraud his creditors.  The plaintiff accordingly has not come to the court with clean hands to enforce the Trust or any implied resulting or constructive trust (“the illegality point”).

(2)     The defendant did not intent the Trust to have any legal effect and give rise to any legal obligation on his part (“the intention point”).

(3)     In or about May 2006, the parties reached an oral agreement whereby the plaintiff agreed to accept a sum of RMB$430,000 in full satisfaction and discharge of his claims (“the settlement point”).  The defendant also agreed to return to the plaintiff Property 3 provided the plaintiff paid all the tax.  The plaintiff agreed and said the Property should be transferred to a nominee to be named by him.  The defendant paid the said sum to the plaintiff on 26 June 2006.  But the plaintiff failed to pay the tax for Property 3 or name the nominee.  Hence the Property remains with the defendant.

5.The plaintiff now applies to have the following question of law determined under Order 14A, Rules of the High Court :

(1)     whether the alleged fraudulent scheme to defraud the creditors discloses no relevant defence; and

(2)     whether the defendant’s alleged intention that the Trust did not have any legal effect or give rise to any legal obligation on his part is relevant as it does not affect his liability to be bound by the Trust.

6.If the answers to the two questions of law are in the affirmative, the plaintiff seeks an order that the paragraphs 4-6 and 12 of the defence (relating to the illegality point) be struck out; and final judgment be entered for his claims for Property 3 and 7.

Illegality

7.At the outset of the hearing, Mr Lam, counsel for the defendant, told me that the intention point is really a corollary of the illegality point, which means that they stand or fall together.  That being the case, the two questions of law raised by the plaintiff really boil down to one : is the plaintiff entitled to enforce the Trust despite the alleged fraudulent scheme?

8.The law is well established.  Where an express trust was created for an ulterior unlawful purpose, the beneficiaries, including the settler himself, who were parties to the illegal purpose, may enforce the trust in their favour provided that they do not need to rely on the illegal purpose to establish the trust : Tinsley v Milligan [1994] 1 AC 340 at p. 375, followed in Best Sheen Development Ltd v Official Receiver [2001] HKLRD 866 at p. 874.  See also Lewin on Trusts, 18th Edition, paras. 5-30 to 5-32 at pp. 133 and 134.

9.Here, the plaintiff does not need to rely on the alleged fraudulent scheme in order to prove or enforce the Trust.  It follows that the illegality point is simply not a defence.

10.Mr Lam relied on Tsui Hoi Pan v Wong Chun Ling, CACV150/1999, unreported, 1 December 1999 (CA) and argued that the defendant is entitled to take the illegality point.  There, the plaintiff desired to borrow money from the bank to finance the purchase of the property in question.  The bank was unwilling to do so.  He therefore enlisted the defendant, to whom the bank was willing to grant the necessary loan as purchaser of the property.  The property was registered in the defendant’s name but the plaintiff remained the beneficial owner.  But that was not disclosed to the bank.  The plaintiff’s claim was based on an implied resulting trust.  The defendant contended that the plaintiff’s claim was incurably bad because of illegal purpose of defrauding the bank and should be struck out.  The Court of Appeal rejected the argument, applied the principle of Tinsley v Milligan and ruled that the plaintiff’s claim should not be struck out.  Geoffrey JA then noted that it was the defendant who wished to rely on the illegality to rebut the presumption of implied resulting trust and observed that it was a somewhat difficult point.  Thus when Tsui Hoi Pan v Wong Chun Ling is properly understood, it does not assist the defendant here.

11.For these reasons, I will answer the two questions set out in paragraph 5 above in the affirmative.  Paragraphs 4–6 and 12 of the defence are liable to be struck out because they do not disclose any reasonable defence.

Summary judgment

12.I next turn to the plaintiff’s application for summary judgment.

13.Mr Lam submitted that the defendant is still willing to return Property 3 to the plaintiff provided that he pays all the tax incurred.  The plaintiff through his counsel, Ms Ho, agreed.  On that consensus, Mr Lam has no objection to the court entering judgment on Property 3 with the proviso that the plaintiff is to pay all the tax.

14.As to the balance of the claims, the defendant relied on the settlement point.  The plaintiff denied that they had entered into the settlement as alleged.  The payment of RMB$430,000 was made in connection with the shares of the company listed in item 2 of the schedule to the Trust.

15.The parties have put forward different versions of the events.  I will not dwell on the details.  Suffice it to say that I have already considered all the relevant evidence.  In my view, the factual disputes cannot be resolved on affidavit.  The matter needs to go to trial.  Summary judgment is inappropriate for the rest of the claims.

Orders

16.For the above reasons, I will strike out paragraphs 4–6 and 12 of the defence, enter judgment for the plaintiff on his claims for Property 3 provided that he pays all the tax incurred, and give unconditional leave to defend on the balance of the claims.

17.I had already heard counsel on costs.  The costs order should duly reflect how I disposed of the applications before me.  Taking the matter in the round, I order that the plaintiff shall have 75% of the costs, to be taxed if not agreed.

  (J. Poon)
Judge of the Court of First Instance
High Court

Ms Jane T.C. Ho, instructed by Messrs Edmund W.H. Chow & Co., for the Plaintiff

Mr Lam Siu Wah, Joseph, instructed by Messrs C.C. Lee & Co.,for the Defendant

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