Navigating Contract Disputes: Views from Practice

Part 1: Contract formation – When do you have a binding contract?

We have seen contractual disputes where the court found that there was, in fact, no contract between the parties – sometimes to the parties' surprise. This could be because the "contract" was incomplete, or its terms were uncertain, or perhaps because the necessary contractual intention was lacking. Conversely, sometimes a binding contract might be concluded despite all appearances to the contrary.

Rachael Shek, Peter Ng and Maisie Ko discuss the first and foremost question in contractual claims: do you have a binding contract? We also share some practical tips to bear in mind when drafting and negotiating contracts, in order to avoid common pitfalls.

Part 2: Interpretation of contracts – What does your contract mean?

A term might seem perfectly clear when the contract is being agreed, but a dispute may arise later as to how the words are meant to apply in the circumstances that have come about. When the Court is called on to interpret the contract, its overarching aim is to consider the natural meaning of the words, the context in which the words are used, and perceptions of commercial common sense. 

Jojo Fan, Jody Luk and Jaime Fong discuss the latest Hong Kong and English cases on contractual interpretation. We also share some practical tips that can be taken when drafting your contract, in order to minimise the risks.

Part 3: Pre-contractual statements – When can they come back to bite you?

Pre-contractual statements are statements made by parties during negotiations or correspondence, before entering into a contract.  If those statements turn out to be false or misleading, the implications can be serious, regardless of whether those statements form part of the contract itself.

Jojo Fan, Grace Lee and Eric Yeung discuss when parties might be liable for pre-contractual statements, the possible remedies for the other party, and practical steps to reduce risks.

Please contact Events Hong Kong if you want a copy of the guide.

This article was originally published on 17 October 2024 and updated on 21 February 2025.