The respondent entered into an agreement to purchase property in a high-rise office building from the appellant. The purchase price was to be paid in two instalments: a deposit of ten percent and the balance upon completion. However, on the day for completion, the respondent refused to complete and demanded the return of the deposit. The respondent argued that the appellant had failed and/or was unable to give good title. In particular, the respondent said that the appellant failed to produce all the title deeds required under the agreement, providing only certified copies and no originals for some title deeds exclusively relating to the property and tendering only certified copies of attested copies (and for one document, there was no copy at all) in respect of certain other documents not exclusively related to the property, known as the Pump Pit Tenancies and Wayleave Agreements. The appellant refused to return the deposit and subsequently sold the property to another purchaser for a lower price. The respondent brought an action before the Court of First Instance, seeking repayment of the deposit and costs. The appellant counterclaimed damages for the loss suffered by the respondent’s repudiation of the agreement. The Judge dismissed the respondent’s claim and gave judgment on the counterclaim for the appellant. The Court of Appeal reversed the Judge, holding that at completion the vendor of a property has a duty to produce originals of title deeds where they relate exclusively to the property being sold – but dismissing the respondent’s arguments about the inadequacy of the documents not exclusively related to the property. The Court of Appeal held that vendors must provide clear and cogent proof of the contents of any missing original title deeds, their due execution, and the fact of their loss or destruction – which the appellant had failed to do. Both parties appealed, the appellant arguing for the dismissal of the respondent’s claim (“the Appeal”), and the respondent arguing that it was entitled at least to certified copies of the original Pump Pit Tenancies and Wayleave Agreements (“the Cross-appeal”). The Court of Final Appeal unanimously allowed the Appeal, but dismissed the Cross-appeal. The Appeal raised issues concerning the scope of the appellant’s obligation of giving good title to the property at completion, in particular regarding the delivery of original title deeds or the provision of a satisfactory explanation for the absence of any such originals. In their concurring judgments, the Court held that a distinction had to be drawn between three related rights enjoyed by a purchaser, namely: its entitlement to require a vendor to produce documents as proof of title at the stage of showing title; its entitlement to require the vendor to deliver documents of title upon completion; and its common law proprietary right to all title deeds relating exclusively to the property which are in the vendor’s possession or power. The requirements of proving good title are set out in s 13 of the Conveyancing and Property Ordinance, Cap 219 (“CPO”). No issue on those requirements arose on the Appeal. As to the third entitlement, a purchaser’s proprietary right to title deeds is, as against the vendor, a right to have all such documents in the vendor’s possession or power. That right is not co-extensive with the second right mentioned above. A vendor’s failure to hand over such documents in its possession or power may be vindicated by an action in detinue. There was also no issue in the present case regarding that right. The Appeal centred on the second right. The Court held that the purchaser’s right to refuse to complete on the ground that certain original title deeds (as opposed to certified copies) have, without satisfactory explanation, not been provided arises only where the absence of the originals indicate the realistic possibility that some transaction exists affecting the land which could affect the purchaser if it took title. No such risk had been shown in the present case, so the purchaser had wrongly refused to complete. The Cross-appeal was dismissed as there was no realistic possibility that the Pump Pit Tenancies and Wayleave Agreements could still have any effect on title. Furthermore, certification of attested copies was acceptable for showing or proving title under s 13 of the CPO.