Read the full judgment text of CACV 000188/1993 on BabelCite. This Court of Appeal judgment was delivered on 31 May 1994 before Power, V.-P., Nazareth and Litton, JJ.A..
Property law – construction of contract – t'so land – New Territories Ordinance (Cap 97) s.15 – registration of managers – Land Officer's consent – vendor's ability to show good title by stipulated date – principal agreements for sale of land at Yuen Long with ancillary t'so lots – clause 32 warranty requiring binding sub-sale agreement within six months – deposits totalling $38,243,520 – manager of t'so died and three replacement managers appointed – appointments approved on 22 March 1993 but not registered until 1 April 1993 – managers' agreement to sell parcels on 28 March 1993 – Land Officer's consent to sale given on 19 July 1993 – whether registration of managers is a prerequisite to exercise of their power of sale under s.15 – held: yes, the power of sale is conferred on the registered manager and on no-one else, following Lai Chi Kok Amusement Park cases – whether prior consent of Land Officer is required before managers can enter into a binding agreement to sell t'so land – held: yes, consent is a necessary statutory fetter and not surplusage, following the protective purpose explained in Lai Chi Kok Amusement Park (No.2) – whether on the true construction of clause 32 vendors were required to demonstrate by 29 March 1993 a legal or equitable right to good title – held: yes, applying the constructional approach in Aberfoyle Plantations v Cheng, completion was to occur on the same day as the principal agreements and the parties were dealing in enforceable legal rights not hopes or expectations – purchaser was not bound to complete and was entitled to terminate and recover deposits – appeal by vendors dismissed – order nisi for costs of the appeal to the purchaser.
Legal issues: Whether registration of managers is a prerequisite to their exercising powers of sale under s.15 NTO · Whether prior Land Officer consent is required for a binding agreement to sell t'so land · Construction of clause 32 and entitlement to terminate and recover deposits
Outcome: Appeal dismissed; judgment of Godfrey J affirmed. The purchaser was entitled to terminate the principal agreements and recover its deposits.