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Xue v Gasimata [2026] SBHC 20; HCSI-CC 600 of 2023 (27 January 2026)

HIGH COURT OF SOLOMON ISLANDS

IN THE HIGH COURT OF SOLOMON ISLANDS
CIVIL JURISDICTION

Civil Case No. 600 of 2023

BETWEEN

DANDAN XUE
Claimant

AND:

SILLA GASIMATA
Defendant

Date of Hearing: 21 November 2026
Date of Ruling: 27 January 2026

Mr. Primo Afeau for the Claimant
Mr. William Jonga for the Defendant

Pitakaka; PJ

RULING ON SPECIFIC PERFORMANCE

Introduction

1. This proceeding concerns a dispute arising from a Contract for Exchange of Land dated 10 March 2023.
2. The Claimant seeks specific performance of the contract. She alleges that the Defendant failed to complete the contract on the agreed completion date and thereafter unlawfully purported to revoke the contract.
3. The Defendant resists the claim. She contends that the contract is invalid or unenforceable, that the Claimant failed to complete on time, and that she lawfully revoked the contract on 1 August 2023.
4. The matter proceeded to trial on sworn statements pursuant to the Civil Procedure Rules 2007. Each witness who was called adopted their sworn statement as evidence-in-chief and was cross-examined.
5. The parties filed a document entitled Agreed Facts and Issues. The agreed facts form the uncontested factual foundation of this ruling. Where a fact is agreed, the Court treats it as established without further proof.

2. Evidence Before the Court
Claimant’s Evidence

6. The Claimant relied on sworn evidence from the following witnesses:
   1. Andrew Radclyffe, barrister and solicitor, who acted for the Claimant in relation to the negotiation, preparation, execution, and attempted completion of the Contract for Exchange of Land. Mr. Radclyffe filed a sworn statement dated 15 July 2025, was called to give evidence, confirmed his sworn statement, and was cross-examined.
   2. Dandan Xue, the Claimant, who filed a sworn statement dated 2 September 2025, was called to give evidence, confirmed her sworn statement, and was cross-examined.
   3. Kevin Ketoi, who was involved in communications and negotiations between the parties, filed a sworn statement dated 3 September 2025, was called to give evidence, confirmed his sworn statement, and was cross-examined.

Defendant’s Evidence

7. The Defendant relied on sworn evidence from Silla Gasimata, the Defendant, who filed:
   1. a sworn statement in support of her defence dated 16 October 2025; and
   2. a sworn statement in response dated 16 October 2025.
8. Ms Gasimata was called to give evidence, confirmed her sworn statements, and was cross-examined.

Court’s Assessment of Evidence

9. In assessing the evidence, the Court had regard to the witnesses’ depositions, testimony, contemporaneous documentary evidence, and the inherent probabilities of the competing accounts.

3. Agreed material Facts

10. The parties, inter alia, agree on the following material facts.
11. The Claimant, Dandan Xue, is the registered proprietor of a fixed-term estate in land described as Parcel No. 191-019-181, situated at Skyline, Central Honiara.
12. The Defendant, Silla Gasimata, is the registered proprietor of a fixed-term estate in land described as Parcel No. 191-006-192, situated at the Tandai Sea Front Area, Honiara.
13. After negotiations, the parties agreed to exchange their respective parcels of land, with an additional cash payment by the Claimant to the Defendant.
14. On 10 March 2023, the parties executed a written Contract for Exchange of Land.
15. Under the contract:
    1. the Claimant agreed to transfer Parcel No. 191-019-181 to the Defendant;
    2. the Defendant agreed to transfer Parcel No. 191-006-192 to the Claimant;
    3. the Claimant agreed to pay SBD 1,000,000, comprising SBD 200,000 on signing and SBD 800,000 on completion;
    4. completion was fixed for 30 June 2023; and
    5. time was of the essence.
16. On 10 March 2023, the Claimant paid SBD 200,000 to the Defendant, which the Defendant received.
17. On 22 March 2023, both parties attended at the office of Mr Andrew Radclyffe and executed the land transfer instruments for their respective parcels.
18. At that time, the Defendant’s parcel was subject to an outstanding National Provident Fund (NPF) charge.
19. On 27 March 2023, the Claimant paid SBD 30,620.48 to discharge that charge.
20. Completion did not occur on 30 June 2023.
21. On 1 August 2023, the Defendant issued a written notice purporting to revoke the contract.
22. On 10 August 2023, the Claimant through her solicitor, Andrew Radclyffe rejected the purported revocation and asserted to the effect that the contract remained valid and binding.

MATERIAL FACTS (As Found After Trial)

23. The Court makes the following factual findings on the balance of probabilities.

Failure to Give Vacant Possession

1. The Defendant did not give vacant possession by 30 June 2022. Her evidence accepted this.
2. The Court finds that the absence of vacant possession was the sole reason completion did not occur.

Revocation Letter of 1 August 2022

3. The Defendant’s revocation letter alleged breach by the Claimant but identified no actual breach.
4. The evidence shows both alleged breaches were factually wrong and legally impossible, because:

(a) The SBD 800,000 balance was not yet due because the contract required

• the parties to exchange payment and vacant possession at the same time.
• The Defendant did not give vacant possession and was not able to do so. By
• failing to give vacant possession, the Defendant breached the contract.
• Because the Defendant did not perform her part, the obligation to pay the
• SBD 800,000 did not arise; and 

(b) lodging a transfer is impossible prior to completion.

5. The Court finds the revocation letter contained no valid contractual ground for termination.

Affirmation of the Agreement

6. The Claimant’s solicitor on 10 August 2023 rejected the revocation, affirming the Contract. This evidence was uncontested.
7. The Court finds the Claimant explicitly affirmed the Contract and kept it alive.

Representation, Education, and Negotiation Process

8. The Contract was drafted by the Claimant’s solicitor and sent to the Claimant to deliver to the Defendant. The Defendant accepted that she received the draft in advance and had the opportunity to read and review it before signing.
9. At the material time the Defendant is an educated person and previously held senior government positions including the position of Executive Secretary to the Prime Minister.
10. She admitted she understood the general nature of the Agreement and was not pressured.
11. There is no evidence of misrepresentation, coercion, or exploitation. The Defendant was not under any special disadvantage.

Post-Contract Valuations

24. After the Agreement was executed:
    • (a) the Valuer-General valued the property of the Defendant at SBD 2,247,680.00 as

at 20 March 2023;

(b) an independent valuer later valued it at approximately SBD 13 million as at 27

October 2023.

25. Both valuations were conducted after 10 March 2022 and were unavailable to either party at the time of contracting.
26. There is no evidence the Claimant knew or suspected a SBD 13 million valuation, nor that she acted to exploit any undervalue.

Payment of SBD 30, 620.48 to SINPF

27. The Defendant’s property was encumbered by a registered mortgage/charge in favour of SINPF. At the time, the Defendant had loan arrears.
28. The Claimant paid SBD 30, 620.48 directly to SINPF to reduce those arrears. This payment was not required by the Agreement.
29. The Defendant says she did not authorise the payment. However, she accepted under cross-examination that the payment directly benefitted her, and she did not repay it.
30. The Court finds the payment was:
    • (a) voluntary;
    • (b) beneficial to the Defendant;
    • (c) not a breach; and
    • (d) intended to facilitate eventual completion.

4. Issues to Be Determined

31. Having regard to the agreed issues filed by the parties, and noting that the relief claimed is specific performance, the agreed issues can be conveniently narrowed to the following issues:
    • (1) Whether the contract executed on 10 March 2023 is valid and enforceable.
    • (2) Why completion did not occur on 30 June 2023 and which party breached the contract.
    • (3) Whether the Defendant lawfully terminated the contract or repudiated it.
    • (4) Whether the Claimant accepted repudiation or affirmed the contract.
    • (5) Whether the Claimant is entitled to specific performance.
    • (6) Whether a contract without stamp is enforceable.

5. Applicable Laws, Rules and Principles

32. A valid contract arises where parties of capacity reach agreement with the intention to create legal relations and provide consideration.
33. A party who signs a written agreement is prima facie bound by its terms. Absent proof of fraud, misrepresentation, mistake, undue influence, or incapacity, the Court will not relieve a party from a contract merely because of alleged misunderstanding or lack of independent legal advice. See Maenaniani v Saemala^[1].
34. Where a contract provides that time is of the essence, failure to complete by the stipulated date may constitute a repudiatory breach, depending on which party was ready and willing to perform.
35. Repudiation occurs where a party demonstrated an unwillingness or inability to perform essential contractual obligations. A party in breach cannot rely on the other party’s non-performance to justify termination.
36. Upon repudiation, the innocent party must elect either to accept the repudiation and treat the contract as discharged or to affirm the contract and insist on performance.
37. Specific performance is a discretionary equitable remedy and is ordinarily available in contracts for the disposition or exchange of land because land is unique and damages are generally inadequate. See Ramoli v Maebiru^[2]
38. Specific performance may be refused where the claimant is in default, lacks clean hands, or where enforcement would cause proven hardship.
39. The Court of Appeal in Shiyao v Austree Enterprises Pty Ltd^[3] authoritatively restated that:
    1. specific performance is a discretionary equitable remedy;
    2. it is ordinarily granted where there is a valid contract, the claimant is ready, willing, and able to perform, and damages are inadequate;
    3. a party in breach cannot rely on its own default to resist enforcement; and
    4. where obligations are concurrent, a claimant is not required to tender performance unilaterally where the defendant is unwilling or unable to perform.
40. Section 9 of the stamp duty act [Cap.26] enforces stamp duty by conditioning admissibility and legal effectiveness on due stamping

6. Analysis and Determination
Issue 1: Whether the contract executed on 10 March 2023 is valid and enforceable.

41. The Defendant submits that the contract is unenforceable because she lacked independent legal advice and did not fully understand the transaction.
42. The court determines that, that submission fails. This is because the existence and execution of the contract are agreed. The Defendant accepted the deposit and executed the transfer instruments.
43. The Defendant did not plead or prove any recognised vitiating factor. Applying Maenaniani v Saemala (supra), the absence of independent legal advice does not invalidate the contract.
44. The Court therefore finds that the contract executed on 10 March 2023 is valid and binding.

Issue 2: Why completion did not occur on 30 June 2023 and which party breached the contract.
39. It is agreed that completion did not occur on 30 June 2023. The dispute concerns why.

45. The Defendant submits that completion failed because the Claimant did not pay the balance of SBD 800,000 and not lodging the transfer instruments for registration.
46. That submission fails because payment of the balance was contractually linked to completion and depended on reciprocal readiness. The payment of SBD800,000.00 and the registration of the transmission of the transfer should occur concurrently with the Defendant giving possession.
47. The agreed facts and the facts the court’s find show that the Claimant paid the deposit, discharged the NPF charge, and executed her transfer.
48. Having considered the evidence, the Court finds that the Defendant was not ready and willing to complete and could not give vacant possession.
49. The court therefore finds that completion failed because of the Defendant’s breach in that she did not or able to give vacant possession of her property.

Issue 3: Whether the Defendant lawfully terminated the contract or repudiated it

50. The Defendant purported to revoke the contract on 1 August 2023. The court determines that as the Defendant was already in breach in not giving vacant possession, she had no right to terminate. The purported revocation objectively demonstrated an intention not to perform.
51. The Court finds in the circumstance that the Defendant’s conduct amounted to repudiation.

Issue 4: Whether the Claimant accepted repudiation or affirmed the contract

52. The pleading and the evidence showed that the Claimant rejected the purported revocation on 10 August 2023.
53. That conduct constitutes a clear election to affirm the contract.
54. In light of those circumstances the court concludes that the contract therefore remained on foot.

Issue 5: Whether the Claimant is entitled to specific performance

55. The Defendant contends that the agreement should not be enforced. This is because, the Defendant submits that she entered into the contract without independent legal advice and without proper explanation of its legal and financial consequences. She argues that she was on an unequal footing because the Claimant was legally represented and she was not.
56. She further contends that she did not understand the true value of either property and that no valuation was disclosed to her to enable informed consent. She says she was unaware that she would be liable for stamp duty in the sum of SBD 71,000.00 and that the Claimant’s payment of her NPF liability would be deducted from the purchase price.
57. The Defendant argues that the negotiations and execution of the contract amounted to unfair dealing and were conducted in bad faith. She maintains that she lawfully revoked the contract by letter dated 1 August 2023 because the Claimant was in breach and had failed to complete the contract on the agreed completion date of 30 June 2023.
58. On that basis, she contends that the Claimant is not entitled to specific performance and that, at most, the claimant’s remedy lies in damages.
59. The court is of the view and determines that, that submission fails because this is a contract for the exchange of land, which is unique. See Shiyao v Austree Enterprises Pty Ltd and Ramoli v Maebiru (supra).
60. First, the contract was reduced into writing and signed by both parties. It clearly sets out the parcels to be transferred, the consideration payable, the completion date, and that time was of the essence. A signed written contract is prima facie binding unless vitiated by a recognised legal or equitable ground.
61. Second, the Defendant does not dispute signing the agreement and does not plead incapacity. The absence of independent legal advice does not, of itself, invalidate a contract. The law does not require that a competent adult obtain legal advice as a precondition to contractual validity. See Maenaniani v Saemala (supra).
62. Third, the evidence concerning the NPF payment must be assessed against the contractual requirement that charges be discharged at completion. If the NPF payment was made at the Defendant’s request and applied toward discharging her liability, such payment is consistent with performance of the contract rather than breach even though it was not required under the contract.
63. Fourth, the contract fixed 30 June 2023 as the completion date and made time of the essence. The material before the Court indicates that the Claimant attended ready and willing to complete. On the other hand, the Defendant was not ready or willing to complete the contract because she could not give vacant possession, and she later purported to revoke the contract. Revocation is legally effective only if the other party has committed a repudiatory breach. The court finds that the evidence does not disclose that the Claimant committed such breach.
64. Fifth, the Defendant’s allegations of unfair dealing require proof of a recognised vitiating factor such as fraud, misrepresentation, undue influence, or unconscionability. Mere inequality of bargaining position or absence of legal advice does not, without more, render a contract voidable.
65. Sixth, in contracts for the disposition or exchange of land, damages are ordinarily inadequate because land is unique. Where a valid and binding contract exists and the claimant has performed or is ready and willing to perform, specific performance is the ordinary equitable remedy unless barred by inequitable conduct.
66. Applying Shiyao v Austree Enterprises Pty Ltd^[4], the Claimant was not required to tender the balance unilaterally where completion depended on reciprocal performance and the Defendant was unwilling or unable to complete. The court is of the view and finds that the Defendant cannot rely on her own breach to resist enforcement. There is no equitable bar to relief is established.
67. In the circumstances of the material facts found by the court viewed in the context of the law of specific performance as applied in Shiyao v. Austree Enterprises Pty Ltd and Ramoli v Maebiru (supra), the Court grants specific performance.

Issue 6: Whether a contract without stamp duty is enforceable.

68. Section 9 of the Stamp Duties Act provides:

“No document executed in Solomon Islands ... shall ... be pleaded or given in evidence or admitted to be good, useful or available in law or equity unless it is duly stamped in accordance with the law in force at the time when it was first executed.”

69. It is the Court’s view that the operative words of Section 9 are:
    1. “No document ... shall ... be pleaded or given in evidence”
    2. “or admitted to be good, useful or available in law or equity”
    3. “unless it is duly stamped”
    4. “in accordance with the law in force at the time when it was first executed.”3. Section 2 defines “duly stamped” to mean that the instrument is stamped with the required and sufficient stamp and that such stamp has been cancelled in accordance with the Act.
70. The legal effect of section 9 is therefore jurisdictional in character. Unless a document is duly stamped, the Court cannot:
    1. Admit it in evidence;
    2. Act upon it; or
    3. Treat it as legally effective in law or equity.
71. The material facts established in evidence are:
    1. The Contract for Exchange of Land was executed on 10 March 2023.
    2. The instrument was subsequently presented for stamping on 10 August 2023.
    3. The required stamp duty was paid.
    4. The document bears the stamp evidencing payment of the required duty.
    5. The stamp was cancelled in accordance with the Act.
72. The court is of the view and finds that these facts establish that the contract now carries the required and sufficient stamp duty under the Act.
73. It is the Court’s view that Section 9 does not render an unstamped document void. Rather, it renders it inadmissible and ineffective unless and until it is duly stamped. This is because the statutory prohibition is expressed in conditional language: “No document ... shall be pleaded or given in evidence ... unless it is duly stamped.”
74. The provision operates as an evidentiary bar, not as a declaration of nullity.
75. Therefore, it must follow that once the document, hence in this case the contract is duly stamped in accordance with the Act, that is, once the required and sufficient stamp is affixed and cancelled, the statutory condition is satisfied. The bar to admissibility falls away.

The court determines that the crucial question is whether the contract is “duly stamped in accordance with the law in force at the time when it was first executed.”

76. The evidence shows that:
    1. The instrument has been stamped with the required duty;
    2. There is no evidence that the amount of duty was insufficient;
    3. There is no suggestion that the stamp was not properly cancelled; and
    4. The document now complies with the statutory requirements.
77. In the circumstances, the Court determines that accordingly:
    1. The document is no longer caught by the prohibition in section 9.
    2. It is admissible in evidence.
    3. It is capable of being acted upon by the Court.
    4. It is legally effective in law and in equity.

Conclusion on Issue 6

78. In this issue, the Court finds that the contract has been duly stamped with the required stamp duty in accordance with the Stamp Duties Act.
79. The statutory condition in section 9 has therefore been satisfied. The contract is admissible in evidence and legally effective.

7. Dispositions and Orders

80. The Court makes the following orders:
    1. The Court orders specific performance of the Contract for Exchange of Land dated 10 March 2023.
    2. Within 14 days, the Defendant must execute and do all acts necessary to transfer to the Claimant a registrable interest in Parcel No. 191-006-192.
    3. Concurrently with completion, the Claimant must execute and do all acts necessary to transfer to the Defendant a registrable interest in Parcel No. 191-019-181.
    4. Completion must occur simultaneously by the parties.
    5. Upon completion, the Claimant shall pay the balance of SBD 800,000 less the sum of SBD30, 620.48 paid to SINPF to discharge Charge, to the Defendant.
    6. Upon completion, the Defendant must give vacant possession of the land in Parcel No.191-006-192.
    7. The parties shall cooperate to lodge all instruments required for registration.
    8. If either party defaults, the Registrar of the High Court may execute any document necessary to give effect to these orders.
    9. The Defendant must pay the Claimant’s costs, to be taxed if not agreed.

DATED this 27th Day of January, 2026.
By the Court
Hon. Justice Michael Collin Pitakaka
Puisne Judge of the High Court

^[1] [1982] SBHC 2; (1982) SILR 70, Daly CJ

[2] [2025] SBHC 91; HCSI-CC 104 of 2024 (28 August 2025), Aulanga PJ

^[3] [2018] SBCA 13; SICOA-CAC 9023 of 2017 (10 August 2018), Goldsbrough P, Hansen JA, Young JA

^[4] [2018] SBCA 13; SICOA-CAC 9023 of 2017 (10 August 2018), Goldsbrough P, Hansen JA, Young JA