【正文】 22.2. The Plaintiff and the 1st Third Party are represented by Mr Poon SC and Ms Linda Chan. The Defendants are represented by Miss Angela Gwilt and Mr C Y Li who joined in as leading counsel on the 12th day of trial. The 2nd Third Party, who is a practising solicitor, appeared in person except for the last day of the trial when he is represented by Ms Elsie Yiu.3. By the seventh day of the trial, the parties were still entangled in pretrial matters. Rather than to have both actions adjourned and refixed, I considered it in the best interest of all parties to continue hearing the main action and to adjourn the winding up action. Hence, on my own motion, I adjourned HCCW 593/2022 to a date to be fixed and continued hearing HCA 1221/2022. I am glad to have taken that course, because as the evidence unfolds, it became obvious that the evidence in the winding up action would be highly prejudicial to the Defendants in the main action and the evidence in the main action would also be prejudicial to the Respondents in the winding up action. In this judgment, I shall refer to some of the evidence in the winding up action for the purpose of setting out the background in which the material issues which I have to decide in the 4 / 97main action arose. I do not rely on any of those evidence in my assessment of credibility of witnesses or finding of fact in the main action. I make no finding of fact in respect of the winding up action either, not even a provisional view.4. On the 13th day of trial, shortly after opening the defence case, the Defendants offered to discontinue the third party proceedings against the 2nd Third Party, Andrew Law, with costs. The offer was not accepted because of disagreement on the scale of costs. Andrew Law continued as a third party. But for all practical purposes, the Defendants have abandoned their claim against Andrew Law. The issue as between the Defendants and Andrew Law is whether Andrew Law is entitled to have his costs on indemnity basis. 5. The dispute is about two of the four agreements. On 12 April 2022, Pine, Cyber Strategy and Lecture Kit entered into three agreements in connection with the sale and purchase of shares in UR Limited. On the same day, they also entered into a fourth agreement with UR Limited to regulate their management of UR Limited. 6. Under the Sale and Purchase Agreement, Lecture Kit purchased from Pine 51% of its shares in UR Limited (. 510,002 shares) and Pine purchased from Cyber Strategy 20% of its shares in Lecture Kit (. 1,000 shares). In essence, that was a share swap agreement. The principal asset of UR Limited was, and still is, its wholly owned subsidiary, Union Resources Limited Educational Development (Yanjiao) Company Limited (“UREDY”) which owns a piece of land (“the Campus”) in the People’s Republic of China (“PRC”). 5 / 977. Under the Lecture Kit Shareholders’ Agreement, Cyber Strategy agreed to repurchase Pine’s 1,000 shares in Lecture Kit at HK$ million if Lecture Kit is not listed by 12 April 2022 and Cyber Strategy agreed to deposit its 510,002 shares in UR Limited with Messrs Andrew Law amp。CC)。CC。CC. Whether this plea is one of false representation or nondisclosure, it is unnecessary because the 11 / 97Plaintiff bears the burden of proving that Pine had procured Edward Woo to waive the requisite amount of loan. If Edward Woo had only waived a loan of a lesser amount, which is what Mr Li’s submission is premised on, the Plaintiff would fail in any event. On the other hand, if the Plaintiff succeeds in discharging that burden, there could be no basis on which to raise that defence. That defence is superfluous and has been rightly deleted from the pleading. The fifth representation has been pleaded as a nondisclosure in paragraph 6(c)(i). However, Mr Li submits that it is a representation which necessarily arises from or underpins the user representation and the vacant possession representation. 18. On the other hand, Mr Poon SC draws a distinction between “nondisclosures” pleaded in paragraph 6(c) and “false representations” defined in paragraph 6(d). He submits, firstly, that under paragraph 6(d), “false representations” was defined as “the Campus can be used for various purposes including but not limited to establishing an institution and/or hotel, spas and other buildings” which are repetitions of the false representations pleaded in paragraphs 5(f) and 5(g) but no more. Secondly, he submits that the “nondisclosures” pleaded in paragraph 6(c) are by definition excluded from being “false representations” by virtue of paragraph 6(d). He also refers to paragraph 6(e) as conclusively supporting his argument that “false representations” relied on by the Defendants do not include any of the “nondisclosures”. 19. Mr Poon SC then refers to the Defendants’ answer to the Plaintiff’s request for further and better particulars of the falsity pleaded in paragraph 5(f) and 5(g) of the ADamp。 Jacob’s Precedents of Pleadings, 12th ed, p 449. He submits that a claim to recover damages or for other relief for misrepresentation inducing a contract or other conduct causing damage will lie where the misrepresentation is made dishonestly, . fraudulently, in a mon law action of deceit. He then refers to Viscount Maugham’s dicta in Bradford Third Equitable Benefit Building Society v Borders [1941] 2 All ER 205 at 211 and submits that in order to sustain the mon law action of deceit, the following facts must be pleaded and proved, namely:(1) there must be a representation of fact made by words or by conduct, and mere silence is not enough。 and (5) it must be proved that the plaintiff has sustained damage by so doing. Based on the above principles, Mr Poon SC argues that assuming for the present purposes that the “nondisclosures” wer