Sui v Jiang [2021] NSWCA 285

Court of Appeal Supreme Court New South Wales Medium Neutral Citation: Sui v Jiang [2021] NSWCA 285 Hearing dates: 29 October 2021 Decision date: 19 November 2021 Before: Gleeson JA at [1]; Leeming JA at [2]; Brereton JA at [52] Decision: Appeal dismissed, with costs. Catchwords: CONTRACT – construction – written contract largely in Mandarin entered into between two businessmen without legal assistance – contract concerned acquisition of 40% interest in company with interests in land - whether contract entitled investor after three years to sell the shares or alternatively to obtain title to 40% of the land – no material difference between competing translations – literal meaning of one last sentence favoured transfer of 40% of the land to exiting shareholder – whether legal meaning of contract accorded with literal meaning Cases Cited: DVO16 v Minister for Immigration and Border Protection [2021] HCA 12; 95 ALJR 375 Ecosse Property Holdings Pty Ltd v Gee Dee Nominees Pty Ltd (2017) 261 CLR 544; [2017] HCA 12 Electricity Generation Corporation v Woodside Energy Ltd (2014) 251 CLR 640; [2014] HCA 7 In the Matter of Jimmy's Recipe Pty Ltd (No 2) [2020] NSWSC 632 James Buchanan & Co Ltd v Babco Forwarding & Shipping (UK) Ltd [1978] AC 141 Kobras v Lutheran Church of Australia Incorporated [2005] NSWSC 817 Mount Bruce Mining Pty Ltd v Wright Prospecting Pty Ltd (2015) 256 CLR 104; [2015] HCA 37 Sui v Jiang [2021] NSWSC 435 Texts Cited: S Bray, "The Supreme Court and the New Equity" 68 Vanderbilt Law Review 997 (2015) E McKendrick (ed), Goode on Commercial Law (Penguin Books 5th ed 2016) Category: Principal judgment Parties: Guangyi Sui (Appellant) Zhaoqing Jiang (First Respondent) Australian Fulin Agriculture Pty Ltd (Second Respondent) Representation: Counsel: MW Young SC (Appellant) E Peden SC, G Gee (Respondents)