TANG QIONG v. ZHANG TINGTING

HCA 452/2018

[2026] HKCFI 1843

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

ACTION NO 452 OF 2018

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J U D G M E N T

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1.  By this action, the Plaintiff seeks to recover a loan in the total sum of RMB 4 million from the Defendant.

2.  It is the Plaintiff’s case that the loan was advanced pursuant to an oral agreement made in May 2014 between the Plaintiff and the Defendant through an intermediary, Mr Zheng Qing Yuan (鄭清源) (“Mr Zheng”), who is their mutual friend. The loan would carry an interest rate of 3% per month, and was repayable on demand. The Plaintiff advanced the loan to the Defendant in the following manner:

(1)  On 14 May 2014:

(a)  the Plaintiff transferred RMB 1,930,000 from her Bank of Quanzhou account to the bank account of the Defendant’s daughter maintained at the Qingyang Branch of the Fujian Jinjiang Rural Commercial Bank (“Daughter’s Account”);

(b)  the Plaintiff transferred RMB 50,000 from her ICBC account to the Daughter’s Account; and

(c)  the Plaintiff directed Madam 鄭秀好 (“Ms Zheng”) who is the elder sister of Mr Zheng to transfer RMB 20,000 from Ms Zheng’s Bank of Quanzhou account to the Daughter’s Account.

(2)  On 27 May 2014, the Plaintiff transferred RMB 2 million from her ICBC account to the Daughter’s Account.

3.  The Defendant executed an IOU note dated 15 July 2014 (“IOU Note”) to acknowledge her receipt of the loan from the Plaintiff, on the following terms:

                             借条

兹向唐琼借到人民币现金

（大写）：肆百万元正（小写）4000000.00

本人声明此笔款已全额收到，特立此据为凭！

借款人 张婷婷            身份证 __________

日期：2014年7月15日

4.  It is the Plaintiff’s case that between June and November 2014, the Defendant paid interest on the loan in the total sum of RMB 720,000 to the Plaintiff via Mr Zheng. Since December 2014, despite continuous demands from the Plaintiff and Mr Zheng, the Defendant failed to repay any part of the loan and ceased to make interest payments to the Plaintiff. The Plaintiff through her former solicitors issued a demand letter to the Defendant on 21 February 2018 (“Demand Letter”), and commenced the present proceedings in the same month.

5.  In her Defence, the Defendant did not dispute having received the total sum of RMB 3,980,000 from the Plaintiff and RMB 20,000 from Ms Zheng. She claimed that those were loans advanced to her from Mr Zheng, not the Plaintiff whom she claimed only to know for the first time in around October to November 2014. In respect of the IOU Note, she averred that she signed her name as borrower and put her fingerprint thereon at Mr Zheng’s request as proof of the loan from him. She was uncertain whether she put down the Plaintiff’s name as the lender as directed by Mr Zheng or she had left it blank. As for the payments made between June and November 2014, she claimed that those were repayments made to Mr Zheng, not interest payments to the Plaintiff.

6.  The Defendant was all along legally represented. She filed a Notice to Act in Person on 10 February 2026, two weeks before trial was scheduled to commence on 24 February 2026. In the afternoon of the day before trial (23 February 2026), the Court received a fax letter under the name of the Defendant. The letter stated that the Defendant was currently in the Mainland. During Chinese New Year (which was the week before trial), she fainted due to a chronic heart problem and injured her knee. She had not yet recovered and was under medical supervision on the advice of doctor. She asked to adjourn the trial for three months (or to a date to be fixed by the Court). The letter enclosed what appeared to be a photograph of a bandaged knee, and two pages of what appeared to be medical examination records.

7.  A trial date is a milestone date which the Court should not vary unless there are exceptional circumstances justifying the variation: Order 25, rule 1B(3) of the Rules of the High Court (Cap 4A). None has been shown by the Defendant. The purported medical records fall far short of showing that the Defendant was unfit to travel to Hong Kong to attend trial. It is unfair to the Plaintiff to delay the trial. I therefore declined the request for adjournment and proceeded in the Defendant’s absence. The Defendant’s witness statements and affirmations filed in these proceedings were accordingly ignored.

8.  The Plaintiff and Mr Zheng gave evidence. I accept their evidence which was unchallenged. I also had the benefit of written and oral submissions from Ms Angel Wong, counsel for the Plaintiff. I agree with her legal and factual analysis. On the basis of the above, I come to the following findings and conclusions.

9.  The Plaintiff came to know Mr Zheng since 1998.

10.  In 2014, Mr Zheng recommended the Plaintiff to advance short-term loans to third parties with the money in her bank accounts so that she could earn more interest than keeping the money in the bank.

11.  In April 2014, on the suggestion of Mr Zheng, the Plaintiff provided short-term loans to the Defendant. The Plaintiff did not know the Defendant, and they communicated through Mr Zheng. The duration of the loans usually lasted for one day to a week. By May 2014, the Defendant had repaid the short-term loans in full. Part of the interest on the short-term loans was paid to the Plaintiff, and part was deposited by the Defendant into Ms Zheng’s bank account.

12.  In about early May 2014, the Defendant through Mr Zheng requested for a loan of RMB 2 million from the Plaintiff. She claimed that she needed a “bridging loan” (過橋貸款) to facilitate short‑term cash flow. As the request was made urgently, the Plaintiff agreed to advance the loan at a relatively higher interest rate of 3% per month. As directed by the Defendant, the Plaintiff advanced the loan amount to the Daughter’s Account. At the time, the Plaintiff only had RMB 1,930,000 in her Bank of Quanzhou account. She made up the shortfall through RMB 50,000 in her ICBC account, and RMB 20,000 which Ms Zheng had earlier received from the Defendant (as interest on the April short-term loans) on the Plaintiff’s behalf and had yet transferred back to the Plaintiff.

13.  In the latter half of May 2014, the Defendant asked for a further urgent loan of RMB 2 million from the Plaintiff, which the Plaintiff advanced on 27 May 2014 on the same terms as the initial loan.

14.  On 24 June 2014, a sum of RMB 1 million was transferred from the Daughter to the Plaintiff’s Bank of Quanzhou Account. On 27 June 2014, a sum of RMB 1 million was transferred from the Plaintiff’s Bank of Quanzhou Account to one Madam 陳美容 who was designed by the Defendant to receive the funds. I accept the Plaintiff’s evidence that the first RMB 1 million was part repayment by the Defendant because at that time the Plaintiff was urgently in need of money and her funds were placed in bank fixed deposits. Three days later the Defendant through Mr Zheng asked the Plaintiff if the RMB 1 million could be lent back to her, which the Plaintiff did. This episode did not alter the fact that the total loan amount to the Defendant was RMB 4 million.

15.  In this regard, I have not lost sight that different versions of the terms of the oral loan agreement were pleaded by the Plaintiff:

(1)  In the Statement of Claim dated 23 February 2018, it was pleaded that the Plaintiff advanced RMB 1,930,000 on 14 May 2014 and RMB 2 million on 27 May 2014. The remaining sum of RMB 70,000 was said to be deducted from the first monthly interest payment by the Defendant to the Plaintiff. Therefore, the Defendant only paid RMB 50,000 to the Plaintiff as interest for the first month. This was also the version put forward in the Demand Letter. It was further pleaded that after 6 months have lapsed, the Plaintiff “can ask” the Defendant for repayment of the loan principal.

(2)  In the Re-Amended Statement of Claim dated 29 October 2019, it was again pleaded that the Plaintiff advanced two sums of RMB 1,930,000 and RMB 2 million each to the Defendant. The remaining RMB 70,000 was said to constitute the interest accumulated from the first month of repayment and outstanding interest accrued on the loans previously lent to the Defendant in April 2014, and was deducted from the first RMB 2 million loan advanced to the Defendant. It was further pleaded that after 6 months have lapsed, the Defendant “will repay” the principal amount and all accrued interest in full.

(3)  In the Re-Re-Amended Statement of Claim dated 1 March 2021, after pleading the two sums of RMB 1,930,000 and RMB 2 million advanced to the Defendant, the remaining RMB 70,000 was pleaded as a “one-off payment from the Defendant of all the outstanding accrued interests of the short‑term loans in April 2014” and was deducted from the first RMB 2 million loan to the Defendant. It was also pleaded that the Defendant shall repay the loan amount and all accrued interest to the Plaintiff on demand. Reference to the lapse of 6 months was deleted.

(4)  In the Re-Re-Re-Amended Statement of Claim dated 25 January 2022, which was the latest version, reference to the deduction of RMB 70,000 was removed. In its place, it was pleaded that the first RMB 2 million loan advanced to the Defendant was made up of the three sums of RMB 1,930,000, RMB 50,000 and RMB 20,000 set out in [12] above.

16.  The evolution of the Plaintiff’s case in the pleadings – all verified by Statements of Truth vouching for their accuracy – is no doubt highly unsatisfactory and, absent a good explanation, may impact on the overall credibility of the Plaintiff’s case. That said, I accept Ms Wong’s submissions that whilst the Statement of Claim underwent several rounds of amendments, the amendments focused on the treatment of the sum of RMB 70,000 out of the total loan sum, and whether the Plaintiff could demand repayment at any time or only after 6 months of the advancement of the total loan sum. The parties to the loan agreement, the agreed total loan sum, and the agreed monthly interest rate, were not subject to changes. The Plaintiff’s case was thus all in all consistent.

17.  The Plaintiff explained that when the Demand Letter was issued (and shortly afterwards, when the Statement of Claim was filed), it was four years after the transfer of the first RMB 2 million loan, and she could not remember all the details off her mind. At that time, she framed her case based on the transmission slip recording the transfer of RMB 1,930,000 from her Bank of Quanzhou account to the Daughter’s Account. She did not recall independently that a further sum of RMB 50,000 was advanced from her ICBC account to the Daughter’s Account, nor the RMB 20,000 advanced through Ms Zheng. She could not recall why there was a shortfall of RMB 70,000. By mistake, she associated that sum as interest payment. It was only subsequently when the bank records of the Daughter’s Account were disclosed in these proceedings that she noticed the RMB 20,000 transferred on 14 May 2014 through Ms Zheng. This led her to correct her pleaded case to the present form. On this issue, faced with the Court’s questions, the Plaintiff was candid in admitting her mistakes and gave her explanation in a straightforward manner. I find her credible and accept her explanation.

18.  The pleaded 6-month period before the Defendant had to make repayment to the Plaintiff could well be explained by the fact that the Plaintiff first demanded the Defendant for repayment in October 2014, and the Defendant did pay interest up to November 2014. Viewed in such context, it could not be said to be entirely inconsistent with the Plaintiff’s case that the Defendant had to make repayment after 6 months from the advancement of the loan. In any event, the Plaintiff commenced these proceedings in 2018, which was much later than the 6-month period as originally pleaded. I therefore agree with Ms Wong that the removal of the 6-month period does not undermine the Plaintiff’s case.

19.  The Plaintiff’s case was corroborated by Mr Zheng. Whilst he admitted that he could not recall the details of how the RMB 4 million was advanced to the Defendant given he did not possess the relevant bank records, as the person witnessing the execution of the IOU Note by the Defendant, he gave the following details regarding the same:

(1)  The IOU Note was executed by the Defendant on the date it records (15 July 2014) at the Defendant’s home.

(2)  The Defendant prepared the IOU Note at the request of the Plaintiff (conveyed through Mr Zheng). She inserted all the handwritten entries (underlined in [3] above).

(3)  At the time of the execution of the IOU Note, the Defendant did not dispute the identity of the lender, i.e. the Plaintiff. Nor did she dispute the amount of the loan.

20.  Mr Zheng denied that he was the one who lent the RMB 4 million to the Defendant. There is no logical reason for him to collude with the Plaintiff. Had he been the true lender and the Defendant acknowledged this fact, there is no reason for him to give up on his loan and not to sue for recovery from the Defendant. The IOU Note plainly contradicted the Defendant’s case that Mr Zheng was the lender.

21.  In support of her case that Mr Zheng rather than the Plaintiff was the lender of the loan, the Defendant produced five audio recordings of her conversations with Mr Zheng. Mr Zheng confirmed his voice in the recordings, but he could not recall the date when the conversations took place due to time lapse. I accept Mr Zheng’s evidence that none of the recordings supported the Defendant’s case:

(1)  Recording No.1: I accept Mr Zheng’s evidence that the loan discussed was one borrowed by the Defendant from another person named 陳世裕, not the subject loan in this action.

(2)  Recording No.2: The Defendant asked Mr Zheng to tell the Plaintiff that he would repay her (你跟他说，你一定会还你). Mr Zheng responded that he did convey that message to the Plaintiff, but he had sensed that the Plaintiff saw no hope (of payment) from him (我有跟他说一定会还你，就是说这种事情，他的意思就是说，我说我会还他，但是他在我身上看不到希望，我自己猜测的). This is acknowledgment by the Defendant that the Plaintiff was the lender of the loan. I accept Mr Zheng’s explanation that he never really agreed to repay the loan for the Defendant, and had said the words to the Defendant only to pacify her.

(3)  Recording No.3: There was mention that the Plaintiff had asked Mr Zheng to come up with RMB 3 million to repay her, and she could also assign the debt to him (他说事情要解决的话，叫我拿300万给他，叫他那个亲戚来跟我解决，我说我哪有钱 … 他说这个债务就变成我跟你的事情 … 他说去公证，比如公证说债权转给我，但是我哪有钱). This supported rather than undermined the Plaintiff’s case that she was the lender of the loan to the Defendant.

(4)  Recording No.4: The Defendant asked when did the Plaintiff get the IOU Note from Mr Zheng (当时唐琼是什么时候去找你拿我写给你的那张欠条呢). Mr Zheng replied that the Plaintiff did so in the same year (当年就给他了). This was clear acceptance by the Defendant that the Plaintiff was the lender of the loan and was entitled to retrieve the IOU Note from Mr Zheng. Mr Zheng also said that it was agreed that the Plaintiff would be fully repaid by November and it was delayed to end of year (是说11月份要给他完，然后拖到了年底，还记得吗). The Defendant did not deny this but said that she could not recall. Again this was clear acceptance by the Defendant that the Plaintiff was the lender of the loan who was therefore entitled to repayment.

(5)  Recording No.5: The Defendant said that she had praised Mr Zheng before her husband for promising the Plaintiff that even if the Defendant did not make repayment, he would repay for her and shoulder the responsbility (我说清源人多好，还打电话跟他说，说就算婷婷没有还你，我有会还你，我都会担). This showed that the Defendant was aware that she was liable to repay to the Plaintiff, but was hoping that Mr Zheng would shoulder the liability in the event of her non-payment.

22.  For the above reasons, I find that the Plaintiff has established her contractual claim for breach of the oral loan agreement against the Defendant. It is unnecessary for me to consider the Plaintiff’s alternative claim based on unjust enrichment. Accordingly, there will be judgment in favour of the Plaintiff against the Defendant on the loan principal in the sum of RMB 4 million, together with accrued interest at the rate of 3% per month from 1 December 2014 (when the Defendant ceased paying interest) up to the date of Judgment (26 March 2026) in the total sum of RMB 16,300,645.16, and thereafter at judgment rate until full payment.

23.  Costs should follow the event. I make a costs order nisi that the Defendant shall pay the Plaintiff’s costs of the action, including all costs reserved (if any), to be taxed if not agreed. The costs order will become absolute in the absence of any application for variation by way of inter partes summons within 14 days from the date of Judgment.

24.  I thank Ms Wong for her helpful assistance.