【正文】 he 510,002 shares of and in UR Limited have been and are charged in favour of Pine as security for payment of all sums owed by Cyber Strategy and Lecture Kit under the Lecture Kit Shareholders’ Agreement and the convertible note.14. In essence, the defence of Cyber Strategy and Lecture Kit is that they entered into the four agreements as a result of certain false representations made by Pine, Edward Woo and Andrew Law and certain nondisclosures in the course of negotiation of the four agreements. They also claim that they were discharged from their liability under the convertible note as Edward Woo had failed to ply with the condition precedent by waiving his director’s loan to UR Limited of the requisite amount. They seek a declaration that the four agreements are rescinded and counterclaim for damages for false representation and nondisclosure. In addition, they also make similar claims against Edward Woo and Andrew Law as third parties.15. There is no dispute that the Plaintiff had performed its obligations under the Sale and Purchase Agreement and has exercised its option under the Option Agreement. The factual dispute is whether the Plaintiff had procured Edward Woo to waive the requisite amount of loan. Subject to the Plaintiff discharging that burden, the burden would then be on the Defendants to prove the false representations and nondisclosures in 8 / 97order to have the four agreements rescinded and relieved of their liability under the four agreements.The alleged false representations and nondisclosures16.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。 and(5) the mortgage representation:the Campus could be mortgaged to obtain finance. The first three representations are based on paragraphs 5(f), 5(g), 5(h) and 6(d) of the ADamp。(3) the representation must be made with the intention that it should be acted upon by the plaintiff, or by a 14 / 97class of persons which will include the plaintiff, in the manner which resulted in damage to him。CC).It is immediately obvious that the factual issue raised by the occupation nondisclosure is the same as that raised by the vacant possession representation. The only new issue raised by the nondisclosure is whether 16 / 97the Campus could be mortgaged to obtain finance under PRC law. That is an issue of foreign law and is a factual issue. Nonfulfilment of condition precedent25. The only other defence is that pleaded in paragraph 11 of the ADamp。 Science Technology (中國(guó)防衛(wèi)科技學(xué)院) (“CIDST”) This is a PRC entity originally established under the Ministry of Security. After restructuring within the PRC Government, CIDST became vested under a mercial entity called China Far East International Trading Company Limited (中國(guó)遠(yuǎn)東國(guó)。CC)。 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。CC。HCA 1221/2022IN THE HIGH COURT OF THEHONG KONG SPECIAL ADMINISTRATIVE REGIONCOURT OF FIRST INSTANCEACTION NO. 1221 OF 2022____________BETWEEN PINE ENTERPRISES LIMITED Plaintiffand CYBER STRATEGY LIMITED 1st Defendant LECTURE KIT COMPANY LIMITED 2nd Defendant and WOO PAK HAY EDWARD 1st Third Party LAW SHIU KAI ANDREW 2nd Third Party ____________HCCW 593/2022IN THE HIGH COURT OF THEHONG KONG SPECIAL ADMINISTRATIVE REGIONCOURT OF FIRST INSTANCECOMPANIES WINDINGUP PROCEEDINGS NO. 593 OF 2022____________IN THE MATTER of Union Resources (Educational Development) LimitedAND IN THE MATTER of Sections 168A and 177(1)(f) of the Companies Ordinance (Cap 32)2 / 97BETWEEN PINE ENTERPRISES LIMITED Petitionerand LECTURE KIT COMPANY LIMITED 1st Respondent UNION RESOURCES 2nd Respondent(EDUCATIONAL DEVELOPMENT) LIMITED____________(HCA 1221/2022 and HCCW 593/2022 are heard and tried together pursuant to the order of High Court Judge Poon dated 31 July 2022)Before: Deputy High Court Judge To in CourtDates of Hearing: 17 21, 24 25, 27 28 September 2022, 2 3 October 2022, 5 6, 8 9, 12 14 November 2022, 4, 7 8, 14, 30 31 January 2022 and 1, 4 February 2022 Date of Judgment: 14 March 2022_______________J U D G M E N T_______________INTRODUCTION1. This is a trial of two actions, namely HCCW 593/2022 and HCA 1221/2022, ordered to be tried together pursuant to the order of Poon J. The dispute arose out of four agreements in connection with the sale by Pine Enter