Jia v Yang - [2025] NZSC 153

IN THE SUPREME COURT OF NEW ZEALAND

I TE KŌTI MANA NUI O AOTEAROA

SC 67/2025
[2025] NZSC 153

BETWEEN	XINHONG (VICTOR) JIA Applicant
AND	YULING YANG First Respondent SEN GAO Second Respondent

Court:	Ellen France and Kós JJ
Counsel:	B O’Callahan for Applicant D J Chisholm KC and J D Ryan for Respondents
Judgment:	10 November 2025

JUDGMENT OF THE COURT

A The application for leave to appeal is dismissed.

BThe applicant must pay the respondents one set of costs of $2,500.

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REASONS

Introduction

This proposed appeal relates to the judgment of the Court of Appeal[1] upholding the decision of the High Court to grant summary judgment on an application by the respondents.[2] The appeal would focus on the interpretation of a clause in an agreement for sale and purchase which provided:[3]
20. The parties agree that the transfer of title is to take place on 20 May 2019. The settlement funds will not be payable until at such time that the Victor Project by Brownsbay Seaview Limited [BBSL] has been completed and the shareholder dividends are payable and paid to the shareholders.

Background

[1]Jia v Yang [2025] NZCA 231 (Woolford, Muir and Isac JJ) [CA judgment].

[2]Yang v Jia [2024] NZHC 992 (Associate Judge Brittain) [HC judgment].

[3]Emphasis added.

The background is set out in the judgments of the Courts below.[4] In very broad terms, in 2014 Mr Jia incorporated a company, BBSL, to carry out a multi-story residential development. The parties became friends over the course of 2015 and about three years later, Mr Gao began investing in the development (Ms Yang was involved as well). By May 2019 the respondents’ investment was in the order of $14 million. In early 2019, Mr Jia asked Mr Gao for a loan to repay a debt. The High Court found the resulting arrangements were separate from the parties’ broader business relationship.
[4]CA judgment, above n 1, at [5]–[22]; and HC judgment, above n 2, at [20]–[24].
The vehicle by which assistance was initially to be given was the transfer of land to Mr Jia: a property owned by the respondents. The payment of the purchase price of $3 million was to be deferred until Mr Jia received a dividend from the development. Clause 20, set out above, is the relevant provision relating to repayment. There were changes in the way the transaction in fact proceeded but, ultimately, on 26 June 2019, Ms Yang advanced $3 million to the applicant. As the Court of Appeal said, “[w]hat was formerly a deferred payment obligation at this point because an unsecured loan which Mr Jia applied to repayment of [an] advance from BBSL and the debt” he owed.[5]
[5]CA judgment, above n 1, at [11].
By 2022, the relationships between the parties had soured. The development was under financial stress with large liabilities to a secured lender. Refinancing was problematic. Against this background, on 8 September 2022, the respondents sought summary judgment in relation to the $3 million loan…

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 Jia v Yang

Details

AGLC: Jia v Yang [2025] NZSC 153
Case: [2025] NZSC 153
Decision Date: 10 November 2025

CaseChat Overview and Summary

The Supreme Court considered an application by Xinhong (Victor) Jia to appeal the decision of the Court of Appeal upholding the grant of summary judgment by the High Court in favour of the respondents, Yuling Yang and Sen Gao, in relation to a $3 million loan. The loan was provided by the respondents to Mr Jia under an agreement for sale and purchase, which specified that repayment would occur upon the completion of a residential development project by Brownsbay Seaview Limited (BBSL), a company controlled by Mr Jia, and the payment of shareholder dividends. The Court of Appeal had upheld the High Court's decision that the loan became repayable upon the liquidation of BBSL and another company, Winter Forest Holdings Ltd (WFHL), on the basis of either an express or implied term of the agreement for sale and purchase.

The legal issues before the Supreme Court included whether the proposed appeal raised a question of law regarding the approach to the implication of terms and whether the Court of Appeal's sequential approach was correct, as opposed to an iterative one. Additionally, the applicant argued that a miscarriage of justice may have occurred due to alleged factual errors or omissions. The Court had to determine whether the application for leave to appeal had sufficient prospects of success and whether there was an appearance of a miscarriage of justice.

The Supreme Court found that the proposed appeal did not have sufficient prospects of success, given the concurrent findings of fact that the sum advanced was a loan, not a gift, and the applicant's factual points did not have sufficient merit. The Court concluded that there was no appearance of a miscarriage of justice, as understood in the civil context, and dismissed the application for leave to appeal. The applicant was ordered to pay the respondents one set of costs amounting to $2,500.

Orders