Golden Miles Group Holdings Ltd v Jacob & Co Ltd

 [2025] HKCFI 663, the Court clarified key principles on termination for breach and the interpretation of termination clauses.

The judgment concerns a dispute between a Swiss luxury watch manufacturer (Jacob & Co) and its former exclusive distributor in Hong Kong (Golden Miles). Golden Miles claimed wrongful termination of a distribution agreement and sought a range of declaratory and injunctive relief.

In a detailed 112-page judgment, Cheng J held that the contractual termination clause in question did not oust termination at common law for repudiatory breaches. Drawing on a range of English authorities and academic commentaries, the Court affirmed the principle that contractual termination clauses generally do not preclude termination for repudiation unless the contract itself expressly or implied provided for the same. Her Ladyship also dismissed the alternative argument that the relevant clause required the giving of an opportunity to rectify the breach. 

The Court further held that the proviso to the 

 principle did not apply, as the distribution agreement could no longer run its course due to the loss of trust and confidence between the parties.

This case serves as a salutary reminder of the care required in drafting termination clauses and termination notices.

, instructed by Reed Smith Richards Butler LLP, acted for the Plaintiff.

, instructed by Deacons, acted for the Defendant.

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