Can an oral joint venture agreement be enforced without a written contract?

In Luen Shing Steel Iron Engineering Works Ltd v Man Yip Kau and Lui Tsz Kau [2026] HKCFI 1259, the Court upheld the existence of a long‑running oral joint venture and ordered an account of all the income and profits of the joint venture.

The Defendants’ case was that they had entered into an oral joint venture agreement to bid for and carry out steel works in all of Luen Shing’s construction sites, using the company as the vehicle and sharing profits and losses equally. The Plaintiffs denied any such overarching joint venture, contending that profit‑sharing was confined to a handful of projects documented in standalone written agreements, and that later payments to the Defendants were overpayments or gratuitous. 

After trial, the Court preferred the account advanced on behalf of the Defendants. The Court found the Plaintiff’s witness to be unreliable and dishonest, and held that the Plaintiff’s case is inherently improbable. The Court rejected the Plaintiff’s argument that the oral agreement lacked certainty or was unenforceable for lacking a fixed period of cooperation. The agreed essential terms - cooperating on projects, sharing profits and losses equally, and retaining profits as working capital - were found to be sufficiently certain and commercially sensible.

The full judgment can be viewed here

Stephen Siu, instructed by David Y.Y. Fung & Co, acted for the Defendants.