【文章內(nèi)容簡(jiǎn)介】 [Edward Woo] warranted and represented to Gary Ho that the [Campus] can be used and/or developed as a hotel, spa, sports centre or residential buildings.5(h) In or about January 2022, Gary Ho … went to inspect the [Campus] upon the arrangement of the 1st and 2nd Third Parties. At the time of the inspection, the [Campus] was not occupied and was vacant. As a result, the Defendants were led to believe that [Edward Woo’s] intention and/or proposal were genuine and that the [Campus] was in a state of vacant possession. 6(c) Prior to signing the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement, [Edward Woo] failed to disclose the following matters to the Defendants:(i) There are building certificates numbered 013088 and 014809 for the buildings erected on the [Campus] which would have shown that the buildings were used as teaching premises, premises for the staff and premises for the students. According to the laws of China, when that being the case, the [Campus] together with the buildings cannot be mortgaged to the bank to obtain finance. In the premises, such building certificates constitute 9 / 97an encumbrance or restrictions on the [Campus], in breach of Clauses (C) and (E) of the Sale and Purchase Agreement and such defects have rendered the chance of [UR Limited] and 2nd Defendant being listed nugatory.(ii) Pursuant to [the December Agreement] on 2nd December 2022, CIDST had acquired certain rights including, inter alia, the right to occupy and to further develop the [Campus]. In breach of Clauses , , (B) and (F) of the Sales and Purchase Agreement, CIDST and its various divisions were still occupying the [Campus] at the date of signing of the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement.(iii) On 13 March 2022, UREDY had made an application to the Economic Planning Bureau in the Yanjiao Development Zone Authority in the PRC and submitted a Campus Expansion Plan. 6(d) [Edward Woo] warranted and represented to the Defendants that the [Campus] can be used for various purposes including but not limited to establishing an institution and/or hotel, spas and other buildings. As [Edward Woo] well knew that their representations were untrue and their proposals could never be materialised due to the occupation of the [Campus] by CIDST, their representations were false and were made fraudulently and/or recklessly (“False Representations”), with the view to induce the Defendants to enter into the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement. 6(e) The Defendants had relied on the False Representations and were induced by the False Representations to enter into the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement.7. … By reason of the matters pleaded in paragraph 6(c) to (h) herein, the Defendants are discharged from its liability to the Sale and Purchase Agreement and the [Lecture Kit] Shareholders’ Agreement for reason of False Representations made by [Edward Woo] to the Defendants.”(The words in [ ] are my substitutions in place of those in the original pleading for consistent reading and to reflect the abandonment of the third party proceedings against Andrew Law.)10 / 9717. Mr Li submits that the Defendants have pleaded five false representations and nondisclosures made by Edward Woo on numerous occasions between late 2022 and January 2022. Those representations are:(1) the village representation: the Campus could be used to establish an institution there under the name of “East West Cultural Exchange Village (東西方文化交流村)” for the purpose of promoting educational and cultural exchange (paragraph 5(f) of the ADamp。CC)。(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。CC)。(3) the vacant possession representation:the Campus was not occupied by others (paragraph 5(h) of the ADamp。CC。 (4) the loan representation:the amount of loan owed by UR Limited to Edward Woo was HK$53,547,843。 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。CC. The fourth representation had been pleaded as a nondisclosure in paragraph 6(c)(iv) of the Defence and Counterclaim, but was deleted from paragraph 6(c) of the ADamp。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”