Identifying the mass—a timely reminder from Hong Kong Court

In Hip Hing Construction Co Ltd v Hong Kong Airlines Ltd [2024] HKCFI 370, [2024] HKCLC 83, the Hong Kong Court of First Instance held that a clause purporting to create a trust of a sum of money over the defendant’s general assets was void for uncertainty of subject-matter. This note seeks to examine the significance of the Court’s reasoning. In particular, it argues that the Court’s express endorsement of the beneficial co-ownership analysis when analysing the question of certainty of subject-matter is to be welcomed. The Court correctly highlighted the importance of identifying the “mass”, of which the trust asset forms part. The “mass” or the “single asset” must be identified before the beneficiary could acquire an equitable interest as an equitable tenant-in-common.