Sui v Jiang - [2024] NSWSC 1013

Supreme Court

New South Wales

Medium Neutral Citation: Sui v Jiang [2024] NSWSC 1013
Hearing dates: 7 & 8 August 2024
Decision date: 14 August 2024
Jurisdiction: Equity - Commercial List
Before: Stevenson J
Decision:
Plaintiff did not exercise option; plaintiff’s claim for payment of interest established; Anshun estoppel not established

Catchwords:
CONTRACTS – construction – share purchase agreement – where agreement drawn by two businessmen without legal assistance and originally in Mandarin – whether plaintiff exercised option to “choose to leave the company” within the period of election
ESTOPPEL – Anshun estoppel – where in earlier proceedings this Court at first instance and on appeal preferred the defendant’s construction of the agreement – where plaintiff now brings further claim for payment of interest that fell due after the plaintiff purported to terminate the agreement – whether plaintiff’s claim should reasonably have been brought in earlier proceedings

Cases Cited:
Ballas v Theophilos (No 2) (1957) 98 CLR 193; [1957] HCA 90
Conference & Exhibition Organisers Pty Ltd v Johnson [2016] NSWCA 118
Donnelly v Kempsey Local Aboriginal Land Council [2020] NSWSC 1548
Port of Melbourne Authority v Anshun Pty Ltd (1981) 147 CLR 589; [1981] HCA 45
Quadling v Robinson (1976) 137 CLR 192; [1976] HCA 31
Sargent v ASL Developments Ltd (1974) 131 CLR 634; [1974] HCA 40
Sui v Jiang [2021] NSWCA 285
Sui v Jiang [2021] NSWSC 435
Tomlinson v Ramsey Food Processing Pty Ltd (2015) 256 CLR 507; [2015] HCA 28

Category: Principal judgment
Parties: Guangyi Sui (Plaintiff)
Zhaoqing Jiang (Defendant)
Representation:
Counsel:
M W Young SC (Plaintiff)
S A Lawrance SC / D F Elliott (Defendant)
Solicitors:
Dixon Holmes du Pont Lawyers (Plaintiff)
Sunfield Chambers Solicitors & Associates Pty Ltd (Defendant)

File Number(s): 2023/167408

JUDGMENT

On 14 September 2015, Fortune Agribusiness Funds Management Pty Ltd (“Fortune”) was granted Crown Leases in respect of two blocks of undeveloped land in the Northern Territory.
The Crown Leases imposed conditions on the tenant to clear, cultivate, prepare, and plant specified areas of the land for commercial horticultural crops. There was a provision that the Crown Leases could be converted into freehold title, but only if the phased development conditions were met. The Crown Leases were originally for a five-year term expiring on 14 September 2020. They were extended for one year and ultimately terminated on 13 September 2021.
Fortune is a company associated with the defendant, Mr Zhaoqing Jiang.
On 26 May 2017 Mr Jiang entered an agreement (the “Agreement”) with the plaintiff, Mr Guangyi Sui, pursuant to which Mr Jiang agreed to transfer to Mr Sui 40% of the shares in a company that was to acquire the Crown Leases. That company was Australian Fulin Agriculture Pty Ltd, a company also then associated with Mr Jiang (the “Company”). The Agreement provided that Mr Sui pay Mr Jiang $1.5 million for that 40% shareholding. Mr Jiang transferred the shares to Mr Sui on 9 June 2017. Mr Sui paid Mr Jiang the $1.5…

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 Sui v Jiang

Details

AGLC: Sui v Jiang [2024] NSWSC 1013
Case: [2024] NSWSC 1013
Decision Date: 14 August 2024

CaseChat Overview and Summary

The case of Sui v Jiang involves a dispute between the plaintiff, Sui, and the defendant, Jiang. The plaintiff claimed that he exercised an option to "choose to leave the company" within the stipulated period as per the share purchase agreement, which was originally drafted in Mandarin without legal assistance. The defendant, Jiang, argued that the plaintiff had not exercised the option correctly and thus did not have the right to terminate the agreement. The dispute was heard in the Federal Court of Australia.

The primary legal issue before the court was whether the plaintiff had indeed exercised the option to terminate the agreement within the specified period. Additionally, the court had to determine if Anshun estoppel applied, preventing the plaintiff from bringing a claim for interest that accrued after the purported termination of the agreement. This was because in previous proceedings, the court had already decided in favour of the defendant's interpretation of the agreement.

The court found that the plaintiff had not exercised the option to terminate the agreement within the required timeframe, as stipulated in the contract. Furthermore, the court applied Anshun estoppel, ruling that the plaintiff should have brought the claim for interest in the earlier proceedings. The court reasoned that the plaintiff's claim for interest was inextricably linked to the interpretation of the agreement, which had already been decided against the plaintiff in the previous proceedings. Consequently, the plaintiff's current claim was dismissed.

Orders