【正文】 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)。and the legal issues are: (4) whether the Plaintiff was under a legal duty to make the nondisclosures plained of。(2) whether UR Limited owed Edward Woo director’s loan in excess of HK$53,547,843。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。CC)。 Cartwright, Misrepresentation Mistake And NonDisclosure, 2nd ed, paragraph and Simms v Conlon [2022] EWCA Civ 1749 at paragraphs 87, 127 and 128. 23. The pleadings have drawn a clear distinction between nondisclosure and false representation. It is manifestly clear that nondisclosure is relied on as an alternative basis for rescinding the four agreements. Fraud is not a necessary element for nondisclosure. In the 15 / 97circumstances, it is not necessary to plead the matters referred to by Mr Poon SC. The way in which the defence is pleaded cannot be said to be mendable. However, the nondisclosures have been fairly pleaded. In paragraph 7 of the ADamp。 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” were representations, nowhere in 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。 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. They will be dealt with as nondisclosures.21. Mr Poon SC takes yet a further pleading point on the nondisclosure issue. He refers to Bullen amp。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。 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。CC)。CC)。 Science Technology (“CIDST”) in providing educational services. CIDST took possession of the Campus and operated a joint educational institute with UREDY there. On 10 November 2022, UREDY demanded CIDST to vacate the Campus for having failed to 6 / 97obtain a bank loan which was a term of the Cooperation Agreement. After some negotiations, on 4 February 2022, UREDY and China Defence Technology Centre (Beijing) (“CDTC”) reached an agreement for the sale of the Campus to CDTC for RMB 50 million (“Campus Sale Agreement”). CDTC paid UREDY RMB 10 million on 12 February 2022. On 5 March 2022, UREDY paid RMB 9 million to Beijing AIR Strategy and Information Technology Limited (“Beijing AIR”) purportedly to settle debts due from UR Limited and UREDY to various panies within the AIR group. On 29 April 2022, UREDY entered into two consultancy agreements with AIR Logistics International Limited (“AIR Logistics”) und