Sui v Jiang

[2021] NSWCA 285

Court of Appeal

Supreme Court

New South Wales

Medium Neutral Citation:

Sui v Jiang [2021] NSWCA 285

Hearing dates:

29 October 2021

Decision date:

19 November 2021

Before:

Gleeson JA at [1];
Leeming JA at [2];
Brereton JA at [52]

Decision:

Appeal dismissed, with costs.

Catchwords:

CONTRACT – construction – written contract largely in Mandarin entered into between two businessmen without legal assistance – contract concerned acquisition of 40% interest in company with interests in land - whether contract entitled investor after three years to sell the shares or alternatively to obtain title to 40% of the land – no material difference between competing translations – literal meaning of one last sentence favoured transfer of 40% of the land to exiting shareholder – whether legal meaning of contract accorded with literal meaning

Cases Cited:

DVO16 v Minister for Immigration and Border Protection [2021] HCA 12; 95 ALJR 375

Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12

Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7

In the Matter of Jimmy’s Recipe Pty Ltd (No 2) [2020] NSWSC 632

James Buchanan & Co Ltd v Babco Forwarding & Shipping (UK) Ltd [1978] AC 141

Kobras v Lutheran Church of Australia Incorporated [2005] NSWSC 817

Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37

Sui v Jiang [2021] NSWSC 435

Texts Cited:

S Bray, “The Supreme Court and the New Equity” 68 Vanderbilt Law Review 997 (2015)

E McKendrick (ed), Goode on Commercial Law (Penguin Books 5th ed 2016)

Category:

Principal judgment

Parties:

Guangyi Sui (Appellant)
Zhaoqing Jiang (First Respondent)
Australian Fulin Agriculture Pty Ltd (Second Respondent)

Representation:

Counsel:
MW Young SC (Appellant)
E Peden SC, G Gee (Respondents)

Solicitors:
Dixon Holmes Lawyers (Appellant)
Sunfield Chambers Solicitors & Associates (Respondents)

File Number(s):

2021/155408

Publication restriction:

Nil

 Decision under appeal 

Court or tribunal:

Supreme Court of New South Wales

Jurisdiction:

Common Law Division

Citation:

[2021] NSWSC 435

Date of Decision:

30 April 2021

Before:

Johnson J

File Number(s):

2019/302676

Judgment

1. GLEESON JA: I agree with Leeming JA.

2. LEEMING JA: Mr Guangyi Sui appeals from the dismissal of proceedings brought by him in the Common Law Division of this Court for damages or alternatively debt arising out of a written contract dated 26 May 2017. The contract is almost entirely written in Mandarin Chinese. The named parties were Mr Sui and Mr Zhaoqing Jiang. Neither Mr Sui nor Mr Jiang are lawyers, nor were lawyers involved in its preparation. The principal question on appeal is identifying the terms of the parties’ bargain.

3. It was common ground that Mr Sui promised to provide, and did provide, AUD$1.5 million to obtain a 40% interest in a company, Australian Fulin Agriculture Pty Ltd, which is the second respondent to this appeal, and which owned interests in land in the Northern Territory said to be suitable for agriculture. It was common…