Kin Lam v Tuo Liu

2025/00161420

CONTRACT – Mr Tuo Liu is a Chinese citizen who lives in Beijing – Mr Kin Lam is an Australian citizen who primarily lives in Sydney – Mr Liu and Mr Lam met in 2011 and began discussing joint business ventures from 2013 – in 2014, Mr Lam pursued a deal with CAN (HK) Co Ltd (a developer of pipe technology), requiring EUR 10 million in funding – on 3 June 2014, Mr Lam entered into a loan agreement for RMB 5 million (EUR 585,000) with Hong Kong Jiayi International Trade Co Ltd (Jiayi) (the Jiayi Loan Agreement) – Mr Lam was described as the borrower – Mr Liu was described as the guarantor – Mr Liu was to be jointly liable as guarantor for the debts owed by Mr Lam under the Jiayi Loan Agreement to Jiayi – the term of the loan was 15 days – Mr Lam defaulted under the Jiayi Loan Agreement and on 13 July 2016 Jiayi commenced proceedings against the Mr Liu, as the guarantor – those proceedings were heard in the People’s Court of Tianjin Binhai New Area – judgment was delivered in favour of Jiayi against Mr Liu on 27 September 2017 – Mr Liu then brought Appeal Proceedings in the Secondary Intermediate People's Court of Tianjin – the appeal was dismissed and judgment against Mr Liu was raised from RMB 6.6 million to RMB 9.47 million (the Judgment Debt) – on 9 October 2018, Mr Lam transferred RMB 300,000 to the People’s Court of Tianjin Binhai New Area in partial satisfaction of the Judgment Debt – Mr Liu’s home was seized and bank funds were deducted during enforcement – proceedings before the Supreme Court of New South Wales were brought by Mr Liu against Mr Lam for breach of contract – Mr Liu contends that an agreement was formed on 14 May 2018 and that Mr Lam allegedly agreed to indemnify Mr Liu for the Judgment Debt (the Agreement) – Mr Liu claimed that, under the Agreement, Mr Lam agreed to indemnify Mr Liu for his loss occasioned by the Judgment Debt in consideration for the plaintiff proffering a period of forbearance – the Agreement in question consisted of three pages written in Chinese script – by January 2019 Mr Liu claimed that he had paid the judgment debt (equivalent to AUD 1,890,531.96) – Mr Liu claimed that Mr Lam wrongfully failed and refused to pay Mr Liu any amount owing or interest thereon which remained due and owing under the Agreement – the primary judge held that the Agreement entered into between the parties on 14 May 2018 was a binding contract at law and held that the Agreement was enforceable against Mr Lam – whether the primary judge out to have found that the respondent had not established its contention that the Agreement was supported by consideration and, accordingly, found that the Agreement was not a binding and enforceable contract as a matter of law.

Liu v Lam [2024] NSWSC 1306

Lam v Liu [2025] NSWCA 254