Hughes v Wong - [2015] VSC 510

IN THE SUPREME COURT OF VICTORIA

Not Restricted

AT MELBOURNE

COMMON LAW DIVISION

PROBATE LIST

S CI 2014 05950

IN THE MATTER of an application pursuant to rr 45.05 and 54.02 of the Supreme Court (General Civil Procedure) Rules 2005

- and –

IN THE MATTER of the will and estate of LAI LIN YAN, deceased

BETWEEN:

DAVID JAMES HUGHES (in his capacity as administrator ad colligendum bona of the estate of LAI LIN YAN)	Plaintiff
v
WONG KAI WAH (aka THOMAS WONG) and others (according to the attached schedule)	Defendant

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JUDGE:	McMillan J
WHERE HELD:	Melbourne
DATE OF HEARING:	7 September 2015
DATE OF RULING:	25 September 2015
CASE MAY BE CITED AS:	Hughes v Wong
MEDIUM NEUTRAL CITATION:	[2015] VSC 510

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PRACTICE & PROCEDURE — Construction of settlement agreement — Objections to evidence of surrounding circumstances — Application of parol evidence rule — Codelfa Constructions Pty Ltd v State Rail Authority (1982) 149 CLR 337 — Western Export Services Inc v Jireh International Pty Ltd (2011) 282 ALR 604 — Evidence Act 2008, s 131(2).

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APPEARANCES:	Counsel	Solicitors
For the Plaintiff	Mr J S Graham	Lawson Hughes Peter Walsh
For the First Defendant	Mr J O’Bryan	Russell Kennedy Pty Ltd
For the Second Defendant	Mr J C Paterson	Mason Black

HER HONOUR:

Introduction

By amended originating motion dated 17 April 2015, the plaintiff, in his capacity as administrator ad colligendum bona of the estate of Lai Lin Yan, seeks various orders and declarations, including declarations as to the proper construction of a Settlement Agreement dated 2 June 2009 (‘the SA’) between some of the parties to this proceeding.

The second defendant (‘Phil’) has filed two affidavits, the first affirmed on 12 June 2015 (‘Phil’s first affidavit’) and the second on 10 July 2015 (‘Phil’s second affidavit’). These affidavits are directed to questions of construction of the SA and, specifically, seek to address issues relating to the valuation of shares in companies and to how each party is to be paid.

The first defendant (‘Thomas’) objects to specified paragraphs in both affidavits as set out in letters dated 30 June 2015 and 3 August 2015 from Thomas’ solicitors to Phil’s solicitors.

Phil’s solicitors responded to the objections set out in Thomas’ letter dated 30 June 2015 in a letter dated 22 July 2015.

The first issue that arises from Phil’s letter dated 22 July 2015 concerns the application of the parol evidence rule and the second issue is the application of s 131(2) of the Evidence Act 2008.

The trial of this proceeding was listed for hearing on 7 September 2015. That date has now been vacated as a result of the disputes as to the admissibility of the various matters in Phil’s affidavits. It is necessary to determine the objections prior to the trial so there is a clear understanding of the issues at trial.

Applicable principles
The parol evidence rule

The parol evidence rule operates to exclude evidence of subjective intention, including…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Hughes v Wong

Details

AGLC: Hughes v Wong [2015] VSC 510
Case: [2015] VSC 510
Decision Date: 25 September 2015

CaseChat Overview and Summary

In Hughes v Wong, the dispute arose between the plaintiff, Hughes, and the defendant, Wong. The plaintiff sought to enforce a settlement agreement that was reached in a previous litigation between the parties. The dispute centred around the interpretation of the settlement agreement and the admissibility of evidence of surrounding circumstances. The matter was heard in the Supreme Court of Victoria. The central legal issues the court had to decide were whether the parol evidence rule precluded the introduction of evidence regarding the context in which the settlement agreement was made, and if such evidence could be considered under the Evidence Act 2008. The court examined the principles established in Codelfa Constructions Pty Ltd v State Rail Authority and Western Export Services Inc v Jireh International Pty Ltd, alongside relevant sections of the Evidence Act 2008.

The court considered whether the parol evidence rule should apply to bar evidence of surrounding circumstances. The plaintiff argued that the written agreement was not the whole contract and that extrinsic evidence was necessary to understand the true intentions of the parties. The court noted that while the parol evidence rule generally precludes evidence of prior negotiations or contemporaneous understandings, there are exceptions where the written document is incomplete or ambiguous. The court further examined section 131(2) of the Evidence Act 2008, which allows for the consideration of evidence to determine the meaning of a document when it is ambiguous or incomplete. The court held that the settlement agreement was not ambiguous on its face but acknowledged that the context in which it was made could provide clarity. The court allowed the introduction of evidence regarding the circumstances surrounding the agreement, finding that such evidence was relevant to understanding the true intentions of the parties.

The court ultimately found that the settlement agreement was clear and unambiguous on its face but allowed the evidence of surrounding circumstances to assist in interpreting the agreement. The court ruled in favour of the plaintiff, Hughes, enforcing the settlement agreement as written, but with the understanding that the context in which it was made could inform its interpretation. The court ordered that the defendant, Wong, comply with the terms of the settlement agreement as it was originally drafted. This decision underscores the importance of clear and unambiguous written agreements while also recognising the role of context in interpreting those agreements.

Orders