Junjie Ou v Xuefei Wang [No 2] [2025] QSC 306

• [4] Ms Wang says that the only explanation given for the proposed amendment is that Mr Ou has hired a new lawyer. She raises a number of other objections, including that:

(a) the amendments are inconsistent with the facts;

(b) there is no evidence of the assumption that is pleaded by the plaintiff as existing between the parties;

(c) the amendments will cause her significant prejudice and are unfair;

(d) Mr Ou has simply rephrased the amendments proposed previously, and this is akin to 'old wine in new bottles';

(e) Mr Ou has, by amending, caused delay and disruption to the litigation; and

(f) the proposed amendment will restart the litigation process, waste judicial resources and is inconsistent with rule 5 of the Uniform Civil Procedure Rules 1999 (Qld) ('UCPR').

• [5] The objection on the basis that the amendments are inconsistent with the facts [objection (a) above] can be disregarded. The accuracy of the plea is generally a matter for the trial. The position is similar for Ms Wang's claim that there is no evidence of the assumption [objection (b) above]. Mr Ou will presumably give evidence of the assumption. And on this issue much will depend on the proper translation and interpretation of the WeChat messages.
• [6] However, the other objections have a degree of force to them. It is necessary to look at the content of the proposed amendments.

• [7] Earlier this year Mr Ou sought to add a new paragraph 11A. That paragraph is quoted in the reasons of March 2025.[1] That amendment was refused because of its imprecision and the open-ended nature of the particulars.
• [8] Mr Ou now proposes to amend to add new paragraphs 12A and 12B. Those paragraphs, which include a number of WeChat messages translated from Mandarin, are as follows:

(a) Linklaw circulated a Deed of Gift to the plaintiff and Ms Wang by a message sent at 2:50pm;

(b) There followed an exchange of texts between the plaintiff and Ms Wang in the following terms:

(i) What does a gift agreement mean? (text from plaintiff at 3.11pm);

(ii) There is no in and out account in Australia. If go through the contract of sale, the possibility of the property price being checked is relatively high (text from Ms Wang at 3.15pm);

(iii) Now put $115 as gift so pay less stamp duty (text from Ms Wang at 3.16pm);

(iv) Don't worry, you won't be unpaid. The lawyer knows there is a transaction in RMB. If I don't give you, you can trace back to me (text from Ms Wang at 3.17pm);

(v) That is, you will give me all the money in RMB? (text from the plaintiff at 3.18pm);

(vi) Not all of all. 1 - 1.5 million in RMB. Let me see how many there are. The card has expired. I have to come back to activate it. I will give you the rest in Australian dollars once the loan is obtained (text from Ms Wang at 3.20pm);

(vii) Or you can ask for RMB/USD (text from Ms Wang at 3.20pm)

(viii) This gift means I give you my property as a gift? (text from plaintiff at 3.26pm);

(ix) Uh, yes...literally (text from Ms Wang at 3.27pm);

(x) Aren't you willing to? (text from Ms Wang at 3.27pm);

(xi) I don't get a penny and I sign a gift agreement? (text from the plaintiff at 3.27pm);

(xii) You didn't tell me it was a gift deal before (text from the plaintiff at 3.28pm);

(xiii) I paid for your lawyer even I don't get anything (text from Ms Wang at 3.31pm);

(xiv) You are afraid I won't pay you? (text from Ms Wang at 3.33pm);

(xv) You could've at least told me about this way in advance (text from the plaintiff at 3.33pm);

(xvi) You have done everything and now you are telling me it is a gift (text from the plaintiff at 3.33pm)

(xvii) That's right. I am worried of course (text from the plaintiff at 3.34pm);

(xviii) You stay here and refuse to leave. How can I not be afraid? (text from the plaintiff at 3.34pm);

(xix) Then what should do? (sic) I told you to transfer it over first. You said ok. That means there is no limit to the way of doing it (text from Ms Wang at 3.42pm);

(xx) Let me think about it (text from the plaintiff at 3.44pm);

(xxi) I'll definitely give it to you. Otherwise, you tell the lawyer that I don't give you money at that time and the whole Brisbane knows that I extorted money from my cousin...(sic) (text from Ms Wang at 3.44pm);

(c) By the statements made by Ms Wang to the plaintiff as set out in paragraphs (b)(iv) and (xxi) above, in the context of the exchange set out in paragraphs (b)(i) to (xix) above, Ms Wang assured the plaintiff that, if he executed the Deed of Gift and transferred the Property by way of gift, he would be paid the amount of the Purchase price (the Assurances).

1. The message sent at 2.50pm referred to in subparagraph (a) above is contained in the affidavit of Ana Zhao affirmed 6 November 2024. Ex AZ-2, commencing page 36.
2. The message referred to in subparagraph (b)(i) above is contained in the affidavit of Ana Zhao affirmed 6 November 2024, Ex AZ-2, page 35.
3. The messages referred to in subparagraphs (b)(ii) to (xxi) above are contained in the affidavit of Ana Zhao affirmed 6 November 2024, Ex AZ-2, pages 39-41.

12B. On or about 16 March 2023, and in reliance on the Assurances, the plaintiff executed a Deed of Gift purporting to transfer the Property as a gift to Spon."

• [9] The chain of WeChat messages is therefore said to give rise to 'the Assurances'. Mr Ou alleges that the effect of the Assurances is that he was persuaded to execute the Deed of Gift which Mr Ou says 'purported' to gift the property to Ms Wang's company, Spon. The Assurances are later pleaded as representations that provide the basis for an estoppel claim by Mr Ou. In essence, Mr Ou wishes to go behind the Deed of Gift on the basis that he was persuaded to sign that deed because of the Assurances.

• [10] There are two legal problems running through the pleadings. The first is that Mr Ou sues on a contract for the transfer of land that is not in writing. And so, Mr Ou has the problem of the statute of frauds. The rule is that no action may be brought on any contract for the sale or other disposition of land, or any interest in land, unless the contract or some memorandum or note of it, is in writing and signed by the party to be charged or their agent.[2] To be a sufficient memorandum of the contract, the writing is required to describe the parties to the contract, the land the subject of the agreement, the price, and all essential terms.[3] It is also required to be signed.
• [11] Despite the statute of frauds problem, Mr Ou claims an agreement that he would sell the property at St Lucia to Ms Wang for $1.5 million. The agreement is said to be contained in an exchange of WeChat messages between Mr Ou and Ms Wang which are in Mandarin. There are numerous problems with regarding the WeChat messages as a sufficient memorandum recording the essential terms,[4] let alone the requirement of a signature or some authentication. The statute of frauds problem is made more complicated because in her defence Ms Wang asserts a further oral agreement regarding the land and involving her father.[5] The payments she subsequently made to Mr Ou are said to be a part of that agreement rather than the agreement alleged by Mr Ou. Suffice it to say that Ms Wang's allegation of an oral agreement also appears to suffer the statute of frauds problem.
• [12] The document which supplies the essential details of the transaction is the deed of gift. That deed raises the second legal problem. The deed of gift records, in clear terms, that the transaction was a gift from Mr Ou to Spon. A party who executes a deed is estopped from denying the truth of the facts stated in the deed.[6] Whilst Ms Wang's defence does not expressly rely on such an estoppel, her reliance on the specific terms of the deed of gift are clear from sub-paragraphs 13(b) and (c) of her defence.

• [13] Mr Ou proposes to add paragraphs 16A and 24A. They are relatively minor and do not expand the case.
• [14] Mr Ou also proposes to redraft the estoppel claim. These are largely a redraft of the existing claim but with the addition of a claim of conventional estoppel to the existing equitable promissory estoppel claim. The case is not expanded by this alteration.
• [15] That is the context in which Mr Ou now makes a further application to amend his statement of claim.

• [16] The principles concerning amendment were discussed in the reasons of March 2025.[7] The relevant factors are as follows.
• [17] First, as with the last application, the proposed amendment comes very late. The pleadings have closed, disclosure has been completed, the evidence-in-chief has been filed and served. Although it has been necessary to try to resolve some issues with the translations, substantively all that remains is for trial dates to be allocated. That has been the case since March 2025.
• [18] Second, as on the last occasion, the only explanation for this late proposed amendment is that Mr Ou's new counsel have advised of the desirability of the proposed amendments. In fact, as explained, this is the second attempt at that re-draft of the pleading.
• [19] Third, these proposed amendments do not expand the case in a significant way. On any view, the WeChat messages between the parties are central to the dispute and have always been central to the dispute.
• [20] Fourth, whilst it may take some effort for Ms Wang to alter her defence, the prejudice and inconvenience to her is not likely to be significant. The substantive issues are already properly engaged. Indeed, Ms Wang's reliance on the expression 'old wine in new bottles' rather illustrates that there is no substantive difference in Mr Ou's case.
• [21] Fifth, whilst Ms Wang is right that Mr Ou's proposed amendments have caused delay and disruption to the litigation, it is important that both parties have the opportunity to run their case as they see fit.
• [22] In the circumstances, whilst the factors are relatively evenly balanced, the discretion ought to be exercised to permit Mr Ou to make the amendments proposed and to allow Ms Wang a fair opportunity to respond.
• [23] The proposed amendments will be allowed. I will hear the parties on the orders necessary for a trail and on the costs of the application.

[1] Junjie Ou v Xuefei Wang [2025] QSC 52 at [29].

[2] Section 59 of the Property Law Act 1974; Court Forms, Precedents & Pleadings, LexisNexis, at [61,015]. A redrafted version of s 59 now appears as s 7 of the Property Law Act 2023 - which commenced in August 2025.

[3] Todrell Pty Ltd v Finch [2007] QSC 363; [2008] 1 Qd R 540 at [88].

[4] For example, the transfer was to Spon and that entity is not mentioned in the WeChat messages.

[5] That oral agreement seems to involve a loan from Ms Wang's parents to Mr Ou.

[6] Discount & Finance Ltd v Gehrig's (NSW) Wines Ltd [1940] NSWStRp 52; (1940) 40 SR (NSW) 598; See also Halsbury's Laws of Australia, LexisNexis [195-2625].

[7] [2025] QSC 52 at [46].