The Facts 1. ENM Holdings Limited (“ENM”) operates a private members’ club, the Hilltop Club (the “Club”), on top of a hill in Tsuen Wan. It also owns the land on which the Club is situated (the “Club premises”). 2. The Club is surrounded by Government land. From public roads, the only way for vehicles to go in and out of the Club is through Hilltop Road (the “Road”), which is also on Government land. 3. The Road was in existence when ENM was granted the Club premises by the Government in 1976. It is not known who built the Road. 4. The Road was built by the “cutting and tipping method”. Part of the natural terrain was cut to create a flat surface. The cutting is then used to build a slope and an embankment downhill, widening the flat surface, which make up the Road. The Dangerous Hillside Orders 5. Features 33 and 156 are man-made slopes (the “Features”) which support the Road. They lie outside of the Road, and became dangerous and in need of repair. 6. The Building Authority (“BA”) came to a view that ENM was responsible for repairing certain subdivisions of the Features: Features 33(1) and 156(1) (the “Slopes”). 7. BA therefore issued ENM with dangerous hillside orders (the “Orders”) under s.27A of the Buildings Ordinance, Cap.123 (the “Ordinance”) over the Slopes. The Orders require ENM to investigate the Slopes and submit proposals for remedial/preventive work for BA’s approval. 8. For the purposes of this Appeal, BA relies on Special Condition 31 (“SC31”) of the grant, which provides the legal basis of ENM’s ownership of the Club premises (the “Grant”), to establish ENM’s responsibility for the Slopes. It provides, “The grantee shall construct a paved way to the standards laid down in the Building (Private Streets and Access Roads) Regulations… over the [the Road] and shall uphold, maintain and repair such paved way and everything forming portion of or pertaining to it …, and the grantee shall be responsible for the whole as if he were absolute owner thereof…” The Courts Below 9. ENM (among other things) denied responsibility for the Slopes under SC31. The Appeal Tribunal (Buildings) (the “Tribunal”) held that SC31 only covers the Road itself, but not the Slopes. On BA’s judicial review of the Tribunal’s decision, the Court of First Instance (the “CFI”) came to an opposite view, holding that “pertaining to [the Road]” should be read widely to include the Slopes, even if they lie outside Road. The Court of Appeal (“CA”) allowed ENM’s appeal on the construction of SC31. The BA now appeals the CA’s construction of SC31. The Parties’ Submissions 10. Before this Court, BA argued that, when the Grant was made in 1976, ENM and the Government must have proceeded under the false assumption that the Road had not been built. If ENM had to make the Slopes to build the Road, ENM would clearly be responsible for their maintenance. Since ENM is treated as if it had made the Slopes, it is responsible for them under SC31. 11. ENM replied that there is nothing to show that the Grant was made under this false assumption. Further, there was no awareness in 1976 that hillsides might attract onerous maintenance responsibilities. At the time slopes were not regulated; the Ordinance was only enacted four years later in 1980. The Court’s Analysis and Conclusions 12. SC31 has to be read in light of what ENM and the Government would have reasonably understood it to mean when they entered into the Grant in 1976. If an unusual or onerous duty was part of the Grant, it would have been spelled out in clear terms. 13. There is nothing to show that ENM and the Government assumed between themselves that there was no road. Instead, since the Road was already in existence, the words “shall construct a paved way to the standards laid down in the Building (Private Streets and Access Roads) Regulations” is apt to describe ENM’s duty to pave the existing road or upgrade it to the standard required under the regulation. 14. It follows that SC31 does not impose any maintenance duty on the Slopes, which were not built by ENM. The appeal is dismissed.