【正文】 be on the Defendants to prove the false representations and nondisclosures in 8 / 97order to have the four agreements rescinded and relieved of their liability under the four agreements.The alleged false representations and nondisclosures16. The Defendants’ pleaded defence is excessive, confusing and overlapping. In broad terms, the defences are false representation, nondisclosure and nonfulfilment of condition precedent. Mr Poon SC and Mr Li adopt different approaches to the interpretation of the pleaded defence. To consider their submissions, it is necessary for me to quote the pleaded defence in full. The relevant pleadings are paragraphs 5(f), 5(g), 5(h), 6(c), 6(d), 6(e) and 7 of the Amended Defence and Counterclaim (“ADamp。 Franki Ho as custodian.8. Under the Option Agreement, Lecture Kit granted an irrevocable option to Pine to call upon Lecture Kit to issue a convertible note for HK$20 million with interest, in consideration of Pine’s agreement to procure Edward Woo to waive his director’s loan to UR Limited. Pursuant to this agreement, Edward Woo signed a letter of release confirming his agreement to release and discharge “all loans and liabilities hitherto due and owing by” UR Limited to him, whether listed or not listed in the books of UR Limited, and which was not less than HK$53,547,843. 9. The sale and purchase of the shares in UR Limited was pleted on 13 May 2022. Pursuant to the Option Agreement, a convertible note in the adjusted amount of HK$ million was executed by Lecture Kit, which was subsequently dated 1 February 2022 with a maturity date on 1 February 2022. The dispute between the parties is related to the Lecture Kit Shareholders’ Agreement and the convertible note issued pursuant to the Option Agreement.10. On 2 July 2022, Gary Ho, for and on behalf of UREDY, entered into the Cooperation Agreement (合作辦學合同書 ) with China Institute of Defence amp。(2) the user representation:the Campus could be used and/or developed as a hotel, spa, sports centre or residential buildings (paragraphs 5(g) and 6(d) of the ADamp。 (4) the loan representation:the amount of loan owed by UR Limited to Edward Woo was HK$53,547,843。CC. In their answer, the Defendants confirmed that both representations were false in that, contrary to the representations, 12 / 97“in fact, CIDST had occupied and acquired certain rights to further develop the [Campus]. The building certificates for the buildings erected on the [Campus] further disclosed that the buildings were used as teaching premises, premises for the staff and premises for the students and as such cannot be mortgaged to the bank to obtain finance and constitute an encumbrance or restrictions on the [Campus].” (Words in [ ] are my substitutions for consistent reading.)The second part of the answer relates to the mortgage representation. Mr Poon SC submits that insofar as the first part of the answer is concerned, the Defendants are alleging that it was CIDST’s occupation of the Campus which rendered the village representation and the user representation false. Thus the falsity does not lie in whether the Campus could be used to establish the “East West Cultural Exchange Village” or could be used and/or developed as a hotel, spa, sports centre or residential buildings, but that the Campus could not be used for those purposes due to the occupation by CIDST. Edward Woo did not deny that he had mentioned about establishing the East West Cultural Exchange Village and in that connection the use to which the Campus could be put. The building certificate shows that the Campus was to be used as the “East West Cultural Exchange Village”. The building plan shows the type of facilities, including hotel, spa and sports centre which were permitted to be built. The real factual issues in relation to the false representations pleaded in paragraph 5(f) and 5(g) are the same, . whether CIDST was in occupation of the Campus and that such occupation render it impossible for the Campus to be used for the purposes represented. 20. I can well understand Mr Poon SC’s ingenious argument. It appears to be a little strained and semantic. But I agree with him. The pleadings draw a distinction between nondisclosures and false representations. Mr Li also puts nondisclosures as an alternative basis for 13 / 97rescinding the four agreements. That is how the two should have been pleaded and dealt with. Thus, in view of the Defendants’ answer to the request for further and better particulars, there is only one false representation, . the vacant possession representation which covers the first three of the five representations submitted by Mr Li. The factual issue is whether CIDST was in possession of the Campus before 12 April 2022. The above conclusion does not mean the nondisclosure issues are struck off from the ADamp。(2) the representation must be made with knowledge that it is false, . it must be wilfully false or at least made in the absence of any genuine belief that it is true。CC did the Defendants plead that the Plaintiff or Edward Woo knew the representations were false and intended the Defendants to act on them.22. Mr Li’s argument is that while the primary basis of the Defendants’ claim is misrepresentation, nondisclosure is nevertheless an alternative basis relied on by the Defendants. This alternative basis is predicated on the basis that Pine or Edward Woo owed the Defendants fiduciary duties including a duty to act in good faith and to make all material disclosure. He refers to Chitty on Contracts, Hong Kong Specific Contracts, paragraphs 1920, 1045 to 1052。(2) the nonmortgageability nondisclosure:the Campus could not be mortgaged to obtain finance (paragraph 6(c)(i) of the ADamp。 and (3) whether the Campus was mortgageable under PRC