Yang v Jia - [2024] NZHC 992

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2022-404-1623

[2024] NZHC 992

BETWEEN
YULING YANG

First Plaintiff

SEN GAO
Second Plaintiff

AND

XINHONG (VICTOR) JIA

Defendant

XINGHONG (VICTOR) JIA, YANG LIU and YANG TRUSTEE COMPANY 2021
LIMITED as trustees of the JIA and LIU FAMILY TRUST

Third Party

Hearing: 22 April 2024

Counsel:

DJ Chisholm KC / J D Ryan for the First and Second Plaintiffs B J Norling / W M Alexander for the Defendant

X Zhang for the Third Party

Judgment:

30 April 2024

JUDGMENT OF ASSOCIATE JUDGE BRITTAIN

This judgment was delivered by me on 30 April 2024 at 4 pm Pursuant to Rule 11.5 of the High Court Rules.

…………………..
Registrar/Deputy Registrar

Solicitors:
Claymore Partners Limited, Auckland Norling Law Limited, Auckland
Zhang Law, Auckland

Counsel:
David Chisholm KC, Auckland

YANG v JIA [2024] NZHC 992 [30 April 2024]

Introduction

[1] The plaintiffs, Yuling (Jenny) Yang (Ms Yang) and Sen (Jason) Gao (Mr Gao), and the defendant, Xinhong (Victor) Jia (Mr Jia) invested in a project to develop a substantial apartment building. Outside of the project, in 2019, Ms Yang and Mr Gao loaned $3,000,000 to Mr Jia. There is a dispute between the parties as to when Mr Jia’s obligation to repay the loan falls due, and whether that obligation is owed by Mr Jia personally or by a third party, namely the trustees of his family trust.

[2] This proceeding was commenced by Ms Yang and Mr Gao in 2022. They applied for summary judgment against Mr Jia based on an alleged oral term of the loan agreement requiring repayment on demand. That application was heard by Associate Judge Lester on 16 March 2023 and declined (the first judgment).1

[3] Ms Yang and Mr Gao now seek leave to file a second application for summary judgment, on the ground that there has been a material change in circumstances since the first judgment. Ms Yang and Mr Gao rely on the liquidation of the two companies that were the corporate vehicles for the project. They say that the liquidation of those companies triggers repayment of the loan pursuant to an express or implied term of the loan agreement. In addition to a grant of leave, they seek summary judgment on that basis.

[4] Mr Jia says that Ms Yang and Mr Gao should not be given leave to file a second application for summary judgment because the liquidation of the companies was brought about by Ms Yang and Mr Gao, and they are seeking to take advantage of a change in circumstances that they created.

[5] In this judgment, I determine the application for leave to bring a second application for summary judgment and the application for summary judgment.

1 Yang v Jia [2023] NZHC 639, (2023) 23 NZCPR 954.

The application for leave

[6] A second application for summary judgment is only permissible if special circumstances exist.2 The focus is on the reason why…

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 Yang v Jia

Details

AGLC: Yang v Jia [2024] NZHC 992
Case: [2024] NZHC 992
Decision Date: 30 April 2024

CaseChat Overview and Summary

In the High Court of New Zealand, Associate Judge Brittain delivered judgment in Yang v Jia, addressing a dispute over a $3,000,000 loan made by Yuling Yang and Sen Gao to Xinhong Jia in 2019. The plaintiffs sought summary judgment on the basis that the loan obligation became due upon the liquidation of the companies involved in the project. The court considered whether the liquidation of the companies constituted a material change in circumstances justifying a second application for summary judgment and interpreted the terms of the loan agreement to determine when the repayment obligation fell due. The court found that the liquidation of the companies satisfied the conditions for repayment under the loan agreement, and granted summary judgment in favour of the plaintiffs. The defendant was ordered to repay the principal sum of $3,000,000 plus interest at the rate of 12% per annum from 30 October 2023 until the date of payment. The court also granted leave for the plaintiffs to bring their second application for summary judgment.

Orders