When Two People Sign the Same Contract but Mean Two Different Things
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Published: 11 November 2025 | Reviewed: 5 December 2025
(3-minute read)
This case shows how a single translated word can
shift someone’s rights by millions of dollars,
even when both sides thought they agreed on the same deal.
The Case in Brief
In Sui v Jiang [2021] NSWCA 285, two businessmen signed a two-page contract written mostly in Mandarin, without lawyers. One paid AUD 1.5 million believing he was buying into 20 square kilometres of agricultural land in the Northern Territory. The other believed he was selling a 40 per cent shareholding in the company that held leases over that land.
Everything turned on one phrase: what did “gu quan” mean? Could it give rights to the land itself, or only to shares in the company that owned it?
After disputes about payments, delays, and land development conditions, the disagreement moved from private frustration to the NSW Court of Appeal.
What the Court Decided
The Court agreed that the contract was binding, but disagreed on what it actually promised.
The majority judges held that:
The structure of the arrangement pointed to a shareholding, not land ownership.
There was no mechanism for subdividing the land, identifying a specific 8-square-kilometre portion, or redeeming shares if land were transferred.
Commercial reality mattered: the investor bought into a company, not a physical parcel of land.
One judge dissented. He believed the final sentence of the contract was “intractable”, it explicitly promised the investor “legal ownership of 8 square kilometres” and relevant legal documents, which resembled a right to land, not merely shares.
But the majority view prevailed. The investor was entitled to a minority shareholding, not land.
The appeal was dismissed.
Why This Judgment Still Matters
This case is a warning for anyone signing cross-border or bilingual commercial agreements.
It teaches three lasting lessons:
1. Translation is not enough.
A word like “equity”, “ownership” or “gu quan” may seem simple, but legal meaning depends on system, context, and structure. Literal translation can distort rights.
2. The Court reads the contract as a whole.
Even if one sentence points toward land transfer, the Court prefers a reading that fits the entire arrangement and makes commercial sense.
3. Intention must be expressed clearly.
Good faith beliefs cannot cure structural ambiguity. The law asks what a reasonable person would understand from the written agreement, not what either party hoped it meant.
For global investors, this case highlights how easy it is for cultural assumptions, translation habits, and drafting shortcuts to change the legal effect of a deal.
The Clean Law Parallel: Why Cross-Language Agreements Need Structural Safeguards
This judgment exposes a universal structural risk, the person signing a contract may not be signing the meaning they think they are signing.
Clean Law’s Independent Statement process is designed precisely to prevent that risk in cross-language and cross-jurisdiction agreements. It ensures that:
meaning, not wording, is confirmed in both languages
every key term is back-translated to check for structural drift
clients articulate the effect of each clause in their own words before signing
two independent lawyers oversee the clarity of intention
Learn how this structural safeguard works: Independent Statement
When Meaning Decides Millions
Sui v Jiang shows how contracts can fail long before anyone breaches them, they can fail at the moment two people use the same word but imagine different worlds.
Fairness in Australian law depends on clarity. Clarity depends on structure.
And structure depends on understanding, not assumptions, not translations that hide nuance, and not hopes that later courts will fill the gaps.
The cleanest agreements are the ones both sides can genuinely explain.
Read more on Sui v Jiang [2021] NSWCA 285
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By Nicky Wang
Principal Solicitor
Legal Liaison Ltd (trading as Clean Law)
Prepared in accordance with public-interest governance,
annual Law Society trust-account audits, and ACNC-reported standards.
Disclaimer: This page is intended to provide general information only and is not legal advice. The contents may not reflect the most current legal developments and do not take into account your individual circumstances. You should not act or refrain from acting on the basis of this information without obtaining legal advice tailored to your situation.
