Sui v Jiang

The dispute in *Sui v Jiang* concerned the interpretation of a written contract, largely in Mandarin, entered into between two businessmen without legal assistance. The contract related to the acquisition of a 40% interest in a company that held interests in land. The central question was whether the contract entitled the investor, after three years, to sell their shares or, alternatively, to obtain title to 40% of the land.

The Court of Appeal was required to determine the legal meaning of the contract, specifically whether its literal meaning, which favoured the transfer of 40% of the land to the exiting shareholder, accorded with the parties' true intentions as evidenced by the contract as a whole. The court noted that there was no material difference between competing translations of the contract.

The court's reasoning focused on the principles of contractual construction. It applied the ordinary rules of interpretation, considering the literal meaning of the words used in the contract. The court found that the literal meaning of the final sentence of the contract strongly indicated a right for the investor to obtain title to 40% of the land. This literal meaning was not displaced by other provisions of the contract, leading the court to conclude that this was the intended legal meaning.

The appeal was dismissed, with costs awarded to the respondent.