Gao v Zhu

The High Court of Australia heard an appeal in *Gao v Zhu*. The dispute concerned the interpretation and enforceability of a written agreement for the sale of shares in a company. The appellant, Mr Zhu, sought to enforce the agreement against the respondent, Ms Gao, who resisted enforcement on several grounds.

The primary legal issues before the High Court were whether the agreement constituted a binding contract for the sale of shares, and if so, whether Ms Gao was entitled to rely on certain alleged misrepresentations to avoid her obligations under the contract. The court also considered the proper approach to assessing damages for breach of such an agreement.

The High Court analysed the terms of the written agreement and the surrounding circumstances to determine if the parties had reached a concluded agreement. Their Honours applied established principles of contract law, including the requirement for offer, acceptance, consideration, and intention to create legal relations. The court also considered the principles relating to misrepresentation, including the distinction between representations of fact and statements of opinion or intention, and the requirement for reliance on a misrepresentation to vitiate a contract. The court found that the agreement was binding and that the alleged misrepresentations did not entitle Ms Gao to avoid the contract.

The High Court allowed the appeal in part, finding that the agreement was enforceable but remitting the matter to the trial court for a redetermination of the damages.