AGA Information Ltd v Wan Hok Wai Henry (尹學偉) [2026] 3 HKLRD 764, [2026] HKDC 949 (Tasman Tam, Donald Ting)

Tasman Tam and Donald Ting represented the 1^st defendant in AGA Information Ltd v Wan Hok Wai Henry (尹學偉) [2026] 3 HKLRD 764, [2026] HKDC 949.

Ps were two companies and an individual. They were former clients of a solicitors’ firm (the Firm), which was dissolved prior to the commencement of the present proceedings in August 2021. The present Court used the term “the Firm” loosely to describe the partnership or sole proprietorship. It indicated that it did so without specifying the partnership or sole proprietorship of which it consisted at any particular time, how it was constituted having undergone many changes over the years.

Between 2002 and its cessation in 2019, the Firm was not a single entity. It was a succession of six distinct partnership and sole proprietorship configurations. The Taxing Master was not made aware of that in the taxation proceedings referred to below.

The details as to those six configurations were as follows:

• (i) Up to 1 April 2015: partnership of D1 and D2;
• (ii) 2 April 2015 to 4 May 2017: sole proprietorship of D2;
• (iii) 5 to 7 May 2017: partnership of D2 and K;
• (iv) 8 May 2017 to 24 October 2018: sole proprietorship of K;
• (v) 25 October 2018 to 7 March 2019: Partnership of K and B; and
• (vi) 8 March to 30 November 2019: Sole proprietorship of K.

Between 2011 and 2017, Ps paid the Firm $3,660,000 as costs on account for the purpose of it handling eight legal actions. The Firm recovered $2,205,514 costs from Ps’ opponents in those actions. $300,000 was refunded by the Firm to Ps in 2014. The balance had not been refunded. In 2019, Ps commenced taxation proceedings. By an allocatur dated 5 February 2021, the Taxing Master taxed the costs down to $2,768,237.50. The Firm was also ordered to pay a $42,183 taxing fee. By way of the present proceedings, Ps sought to recover the remaining balance of $2,797,276.50 (the Remaining Balance). That sum was arrived at thus: costs on account of $3,660,000 + recovered costs of $2,205,514 – refund of $300,000 – taxed down costs of $2,768,237.50 = $2,797,276.50.

Ps sought to effect service on the Firm, which it named as D3, by serving on the Firm’s former partners, namely D1, D2, K and B. Unlike D1, D2 and B, K did not acknowledge service and did not give notice of intention to defend. At the start of the trial, a settlement was reached between Ps and B. In this settlement, B agreed, among other things, to pay the taxing fee of $42,183. Consequently, that head was not pursued against the other Ds.

Held, dismissing Ps’ claims against Ds, that:

• (1) As a matter of law, a firm’s name was merely a procedural shorthand for the individual partners who constituted the firm at the material time. The evidence established that the Firm underwent six distinct changes during the period covered by Ps’ claim. Each change resulted in the dissolution of the old partnership and the creation of a new, distinct legal relationship. There was no such legal entity as a “universal D3” spanning the entire period (Lo Wai Sing v Allianz Insurance (Hong Kong) Ltd (HCA 4084/2001, [2005] HKEC 231) applied). (See paras.65-67.)
• (2) That led to a fatal defect in Ps’ claim as currently pleaded and maintained. Ps had failed to specify which of the six partnership/sole proprietorship configurations they were seeking to hold liable to pay them the Remaining Balance. As D1 and D2 were only partners of specific, earlier configurations, they could only be held liable, whether under s.11 of the Partnership Ordinance (Cap.38) (the PO) or in unjust enrichment, for the debts or obligations incurred during the specific partnership/sole proprietorship to which they belonged. (See para.68.)
• (3) Therefore, Ps’ reliance on the allocatur as a “blanket” pleading against all Ds was problematic. By failing to plead and prove a breakdown of how the Remaining Balance related to the specific tenures of D1 or D2 (or any subsequent periods), Ps had left their case in a state of ambiguity. (See para.69.)
• (4) The confusion was further aggravated when Ps’ counsel confirmed when opening their case that Ps’ cause of action in money had and received only arose and accrued when the allocatur was issued on 5 February 2021. By then, even the sole proprietorship in K’s name had ceased to exist. The Firm was already in dissolution. (See para.70.)
• (5) Ps had sued without identifying in their statement of claim the substance as to the partners responsible for the alleged overcharging. A plaintiff could not simply point to a global figure derived from the allocatur and demand that former partners pay it, without pleading and proving a specific nexus between those former partners and the particular transactions that led to the surplus. Because the statement of claim, which was not drafted by the counsel who appeared for Ps at the hearing, treated the six distinct partnerships as one indivisible debtor, it failed to disclose a coherent cause of action against D1, D2 or any partners personally. (See para.71.)
• (6) As to Ps’ reliance on s.11 of the PO, the bottom line was that it was incumbent on Ps to set out their case clearly, and they had not done so. (See paras.73-78.)
• (7) Another head of claim of Ps was a claim for a declaration of trust. The evidence was not only insufficient to show the existence of a subsisting trust fund in the hands of D1 or D2, but it was actually contradictory to the existence of the same (Plevin v Paragon Personal Finance Ltd (No 2) [2017] 1 WLR 1249, JSP International SRO v Alacrity Ltd [2022] HKCFI 977 applied). (See paras.79-89.)
• (8) As to Ps’ case in unjust enrichment, they were in effect asking the Court to simply make an order that D1 and D2 were jointly or severally liable for the whole sum claimed. It was not open to the Court to make such an order (Re Burton Marsden Douglas (a firm) [2004] 3 All ER 222 distinguished). (See paras.98-102.)
• (9) If the Court had not already determined that Ps’ claim failed on the above grounds, the Court would not have found for D2 on his limitation defence. (See paras.103-107.)
• (10) Ps’ claim having failed because they had failed to prove the requisite nexus between the specific defendants and the global sum claimed, it was not the function of the Court to speculate on the potential liability of K, who was the final member of the Firm, or to salvage a deficiently run case. (See paras.108-111.)

[The above is excerpted from the headnote to the report in HKLRD.]