Facts 1. The present cross-appeals concern a dispute arising out of a commercial agreement made between Xiamen Xinjingdi Group Co Ltd (the “Plaintiff”)and Eton Properties Limited and Eton Properties (Holdings) Limited (collectively “D1-D2”) in July 2003 (the “Agreement”). 2. The Agreement provided that the Plaintiff would acquire from D1-D2 the right to develop a piece of land in Xiamen (“Lot 22”) owned by the PRC-incorporated Legend Properties (Xiamen) Company Limited (“D5”). D1-D2 wholly and indirectly owned D5 through a Hong Kong-incorporated company sharing the same name as D5 (“D4”). The Agreement required D1-D2 to transfer their shares in D4 (the “D4 Shares”) to the Plaintiff’s nominee upon receiving the total transfer price. Under the Agreement, delivery of Lot 22 was to take place within 6 months of the date of the Agreement. 3. Tan Lucio C (“D6”), who controlled the group of companies, later procured D1-D2 to terminate the Agreement and develop Lot 22. In response, the Plaintiff commenced arbitration proceedings against D1-D2 at the China International Economic and Trade Arbitration Commission (“CIETAC”) in Beijing in August 2005. 4. Between November 2005 and March 2006, restructuring of the corporate shareholdings relating to Lot 22 began, so that all the D4 Shares came to be held by Eton Properties Group Limited (“D3”) as legal and beneficial owner in place of D1-D2. This restructuring allowed D3, via D4, to hold D5, which owned the rights to develop Lot 22. This made it impossible for D1-D2 to transfer their D4 Shares to the Plaintiff’s nominee as agreed. 5. In October 2006, the Plaintiff obtained an arbitral award from CIETAC requiring D1-D2 to continue to perform the Agreement (“First Award”). The Plaintiff attempted but failed to enforce the First Award in Xiamen before the Xiamen Municipal Intermediate Court in July 2007. The Plaintiff then successfully applied to the Hong Kong Court of First Instance (“CFI”) to enforce the First Award in HCCT 54/2007. D1-D2 then appealed unsuccessfully to the Court of Appeal (“CA”). 6. Having lost the appeal, D1-D2 returned to CIETAC to ask for a determination that the Agreement could no longer be performed and that the parties to it be discharged. This application was dismissed in April 2009. 7. In May 2008, the Plaintiff commenced a common law action against D1-D2 to enforce the First Award as an alternative to the statutory action, and also against D3, D4, and D5 before the CFI to raise the following additional claims. The Plaintiff asserted proprietary rights over the D4 Shares held by D3. Those proprietary rights were said to have arisen out of alleged breaches of fiduciary duty by D1-D2 in effecting the restructuring, with D3, the recipient of the D4 Shares, knowing that they were the product of those breaches and thus subject to a constructive trust in the Plaintiff’s favour. 8. In 2010, the Plaintiff further amended its claim to add 5 individuals, including D6, as defendants, and to seek damages for failure to honour the First Award, damages in tort for inducing breach of contract and unlawful means conspiracy, and equitable compensation for breach of fiduciary duty as constructive trustees. 9. In June 2012, the CFI dismissed all of the Plaintiff’s claims. On appeal by the Plaintiff, the CA, in April 2016, awarded damages to the Plaintiff for D1-D2’s failure to perform the First Award (setting aside, at the Plaintiff’s election, the enforcement order granted in HCCT 54/2007) and dismissed the rest of the claims. 10. The Plaintiff and D1-D2 sought leave to appeal to this Court. The Plaintiff appealed against the parts of the CA judgment dismissing its claims collectively against D1-D2, D3, D4, and D6. D1-D2 appealed against the part of the CA judgment which allowed the appeal in relation to the damages award. The FACV 3/2019 Appeal 11. The main question in this appeal by D1-D2 concerned the scope of the relief that the Hong Kong court, enforcing a Mainland award at common law, may grant. In particular, the question was whether the court can only make an order which mirrors and does not go beyond the award made by the arbitral tribunal. In the present case, First Award required D1-D2 to continue to perform the Agreement. Was it open to the enforcement court to award damages to the Plaintiff? 12. The Court held that the enforcement court is not restricted to duplicating the arbitral award. While at the arbitration phase, the arbitrators determine the parties’ mutual rights and liabilities, at the enforcement stage, the court has power, if necessary, to fashion an appropriate remedy to give effect to the arbitral award. 13. The second question was whether (referring to a case called Johnson v Agnew) the fact that the First Award requiring continued performance was still in existence prevented the enforcement court from awarding damages on the basis that such relief is inconsistent with the award. The Court held that the answer is “No”. D1-D2’s argument was based on a failure to distinguish between the arbitration and enforcement phases of the claim. The FACV 5/2019 Appeal 14. The first main question on this appeal by the Plaintiff concerned the tort of inducing a breach of contract. The Plaintiff alleged that D3 to D6 had caused it loss by inducing D1-D2 to hand over to D3 their D4 Shares and complete control of D4 and D5 and thus to breach their contractual obligation to transfer their D4 Shares to the Plaintiff’s nominee under the Agreement. The Defendants argued that since D1-D2 had firmly decided two years earlier not to perform the Agreement, the restructuring had not caused them to breach the contract. The Court held that the claim against the Defendants failed, not so much for lack of a causal connection, but because, on the facts, D3 to D6 could not be said to have had the necessary intent to frustrate the share transfer envisaged in the Agreement in effecting the restructuring. 15. The second main question (expressed as three separate questions at the hearing) related to the Plaintiff’s claim that, upon entering into the Agreement whereby D1-D2 contracted to transfer the D4 Shares to the Plaintiff’s nominee, the Plaintiff acquired by virtue of the Agreement an immediate beneficial interest in the D4 Shares and that, since D3 to D6 had notice of the Plaintiff’s interest, in D3 receiving the D4 Shares as a result of the restructuring, it became liable as a constructive trustee of those shares in favour of the Plaintiff. D4 to D6 were alleged to be liable for knowingly assisting D1-D2 and D3 in their breach of fiduciary duty in respect of those shares. 16. The Court held that this claim failed because the Agreement, which was expressly made subject to PRC law, did not have the characteristics of a contract which, if governed by Hong Kong law, would have been enforceable by an order of specific performance. The Agreement did not qualify for specific performance because the obligation to transfer the D4 Shares to the Plaintiff’s nominee was subject to conditions precedent and because the Agreement’s terms were such as to require close cooperation between the parties and D1-D2’s performance to be supervised by the court. Disposition 17. Accordingly, the Court unanimously dismissed both appeals.