【正文】 he 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。(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。(3) the vacant possession representation:the Campus was not occupied by others (paragraph 5(h) of the ADamp。 (4) the loan representation:the amount of loan owed by UR Limited to Edward Woo was HK$53,547,843。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. 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 representat