 [2025] HKCA 174 has clarified several important principles on termination, rescission, and contractual and restitutionary remedies for breach of contract.

In 2013, a mother transferred a property held in her sole name to herself and her second daughter as joint tenants for HK$8 million. The daughter never paid the agreed sum. The mother later sought to recover the unpaid amount or the property, but no resolution was reached. After the mother’s death in 2016, her son, as executor of the mother’s Estate, claimed that the daughter held the half-share on trust for the Estate. The daughter argued that the transfer was a gift or that the Mother never rescinded the contract for her failure to pay and she can keep the half-share by now paying the price.

Lok J found that the transaction was a sale and the daughter had repudiated it and the mother had accepted the repudiation, entitling the Estate to recover the half-share.

On appeal, the Court of Appeal upheld the Judge’s finding that the transaction was a sale and purchase. Giving the Judgment of the Court, Godfrey Lam JA clarified the remedies available for breach of contract in the several ways, holding that:

 and Kay Seto, instructed by Hastings & Co., appeared for the Plaintiff.

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