convert_to_string.py

import json
data = '''You are in the Court of First Instance in Hong Kong, where a civil litigation is ongoing. The facts of the case are clear and have been agreed upon by both parties, and your task will be to navigate these facts within the framework of Hong Kong law. Here are the court rules:
[Roles]
The Counsel for the Plaintiff: This role is that of a barrister representing the Plaintiff in the case. It is your duty to construct logical, fact-based arguments to persuade the court of the merit of the Plaintiff's claims. Evidence must be presented clearly, and the correct legal arguments must be given to establish the Plaintiff's position.
The Counsel for the Defendant: As the barrister for the Defendant, you must provide a robust defense against the Plaintiff's claims. This involves examining the evidence, finding weaknesses in the Plaintiff's arguments, and presenting counterarguments to protect the interests of the Defendant.
The Judge: The Judge listens to both sides, considers the evidence, and ultimately delivers a judgment based on the merits of the case and the applicable legal principles.
[/Roles]
[Objectives]
If you are the Counsel for the Plaintiff, your goal is to logically convince the Judge into granting the claims the Plaintiff seeks based on the laws of Hong Kong. If you are the Counsel for the Defendant, your goal is to defend the Defendant against the claims of the plaintiff by showing the arguments of the Counsel for the Plaintiff are wrong in logic and in law, or the claims are unjust in law. If you are the Judge, your goal is to hear the arguments of the Counsel for the Plaintiff and the defenses of the Counsel for the Defendant, clarify the logic and the law in their respective arguments, and decide on each claim based on the laws of Hong Kong.
[/Objectives]
[Tips]
During the proceedings, the Counsel for the Plaintiff and the Counsel for the Defendant will have opportunities to present their cases. The Judge may ask clarifying questions and direct the counsels to focus on particular issues of interest. All communication is formal and on the record. Counsel should address the court respectfully and may only speak when recognized by the Judge.
[/Tips]
[Facts]
A. The plaintiff’s claims
1.  In this action, the Plaintiff, qua purchaser, seeks a return of HK$24 million (the “Deposit’) from the Defendant, qua vendor arising out of the sale and purchase of the entire shareholding (the “Sale Share”) in Keen Day International Limited (“Keen Day”), pursuant to a Provisional Agreement for Sale and Purchase dated 30 August 2018 (the “Provisional Agreement”).
2.  Keen Day is and was at all material times the registered owner of Section A of Tuen Mun Town Lot No. 216 which consists of a car parking building known as Siu On Court Carpark which is a building with 256 (or 255) car parking spaces and 20 motorcycle parking spaces on 7 levels, at No. 2 Tuen Hing Road, Tuen Mun (the “Property”).
3.  In essence, the present disputed issues are akin to those in a vendor and purchaser summons albeit that the sale and purchase of the Property were to be effected through the sale and purchase of the Sale Share.
4.  The Plaintiff says that it was entitled to refuse to complete the sale and purchase of the Sale Share.
B.  Material facts
5.  The material facts in the present case are largely undisputed and this Court does not consider that the determination of the issues depends materially on the resolution of material facts.
6.  As far as the Property is concerned, it is undisputed that by a letter dated 29 April 2016 from District Lands Office Tuen Mun (“the DLO”) to Moonlight Shadow Holdings Limited (“Moonlight”), Keen Day’s predecessor in title, (“the DLO 29/4/2016 Letter”), the DLO noted that there was a contravention of the Government Lease in that the existing number and layout of parking spaces at the Property deviated from the car park layout plan as registered (the “Layout Plan”), and required Moonlight to remedy the breach.
7.  Keen Day acquired the Property from Moonlight by an assignment dated 31 May 2017 at a price of HK$91.1 million.  After Keen Day became the registered owner of the Property, the DLO issued a letter dated 8 March 2018 to Keen Day (the “DLO 8/3/2018 Letter”).  It referred to the DLO 29/4/2016 letter and stated that the existing number and layout of the parking spaces in the Property still deviated from the Layout Plan (“the Defect”), and similarly required Keen Day to remedy the breach.
8.  The Defendant was and is the sole shareholder and director of Keen Day.
9.  The Plaintiff, as purchaser of the Sale Share, is a limited company incorporated in Hong Kong on 15 June 2018, only about two months before the Provisional Agreement. Ms Wong Ho Wan (“Ms Wong”) who was responsible for handling property matters including the transaction with the Defendant admitted that the Plaintiff was and is a corporate vehicle incorporated for the purpose of the transaction. At the material times, she worked mainly for one Choy Park Nang (“Mr Choy”), a seasoned property investor in the market. It is to be noted that it is Ms Wong’s evidence that this is not Mr Choy’s first experience in acquiring properties through the acquisition of the entire shareholding of the company which owns targeted properties.
10.  On or about 25 June 2018, Mr Choy was appointed as sole director of the Plaintiff. The Plaintiff has three initial shareholders including Mr Choy. The other shareholders were also investors in the acquisition of the Sale Share.
11.  The Plaintiff and the Defendant entered into the Provisional Agreement on 30 August 2018 with Savills (Hong Kong) Limited (“Savills”) as the agent. The total price is $240M. Pursuant to the Provisional Agreement, the Plaintiff had paid deposits in the total sum of $24M (“the Deposit”).
12.  A formal agreement was to be signed on or before 28 September 2018 and the further deposit of $19M was also to be paid on or before 28 September 2018. Between 3 September and 9 November 2018, Messrs Kok and Ha (“KH”) acting for the Plaintiff and Messrs. T.H. Koo & Co. (“THK”) acting for the Defendant had several exchanges relating to the drafting of the formal sale and purchase agreement. As it turned out, no formal agreement was signed, but the Plaintiff paid the further deposit by a cheque of its solicitors, namely, KH.
13.  By a letter dated 3 September 2018 from KH to THK, KH asked for draft formal agreement, corporate documents and title documents.  By a letter dated 11 September 2018 from THK to KH, THK informed KH that the Defendant was preparing the audited financial statements and management accounts and would send them over as soon as they were available.  The position was acknowledged by KH in its letter dated 5 October 2018 to THK in which KH said it understood that the Defendant was finalizing the accounts.  KH did not chase for the accounts and company documents of the Defendant.
14.  On 13 September 2018, THK sent over the title deeds of the Property to KH.
15.  On 19 September 2018, having received the title deeds, KH asked for a certified copy of the Deed Poll.  The requisition had been answered by THK by a letter dated 19 September 2018. Thereafter, KH had raised no further and other requisition on the title of the Property until close to completion about the Defect.
16.  On 26 September 2018, KH sent a cheque drawn by KH in favour of THK in the sum of $19,000,000 as further deposit.  The initial deposit of $5M and the further deposit of $19M made up the Deposit of $24M.
17.  The Defendant had invested in some bonds which were held through Keen Day.  In September 2018, in anticipation of the sale of the Property through Keen Day, the Defendant sold all the bonds held by Keen Day so that the only asset held by Keen Day would be the Property.
18.  On 28 December 2018, THK by letter (“THK 28/12/2018 letter”) sent over Keen Day’s documents to KH, including the audited report of Keen Day for the year ended on 31 March 2018 (the “2018 Audited Report”) and the audited report of Keen Day for the period from 27 March 2014 (i.e. the date of incorporation) to 31 March 2017 (the “2014-2017 Audited Report”) (collectively the “Audited Reports”) the articles of association, the certificate of incorporation of Keen Day and other company documents (collectively “28/12/2018 Documents”).
19.  On the same date, KH also wrote to the DLO about the Defect.  In the letter, KH enclosed the DLO 8/3/2018 letter and asked for confirmation from DLO as to whether the contravention had been remedied.
20.  On 24 January 2019, KH by letter dated 24 January 2019 to THK raised various questions and observations in relation to the 28/12/2018 Documents (“KH 24/01/2019 Letter”).  
21.  In the KH 24/01/2019 Letter, it was also said that, because there had only been 1 single audit for the entire 3-year period, there was a clear breach of clause 3(g) of the Provisional Agreement.  Also because of this, Keen Day’s auditor had qualified its opinion in the 2014-2017 Audited Report.
22.  KH received the DLO’s reply by letter dated 24 January 2019 (“the DLO 24/1/2019 Letter”). The letter referred to a phone conversation between the DLO and one Miss Tang of KH.  The letter mentioned there were subsequent correspondences between Keen Day and DLO after the DLO 8/3/2018 letter, and Keen Day had informed the DLO that they had (a) written to the tenant to cease any act which constituted breach of Government Lease and (b) written to the Housing Authority on relocation works for the entrance to the Property.  DLO said they had made enquiry by letter dated 27 June 2018 (“the DLO 27/6/2018 letter”) but no response was heard and DLO’s rights on the matter were reserved.
23.  On 31 January 2019, THK replied by letter to KH’s questions (“THK 31/01/2019 Letter”) and provided additional documents of Keen Day (“31/01/2019 Documents”).
24.  On 12 February 2019, THK by letter (“THK 12/02/2019 Letter”) also sent over the latest unaudited profit and loss account and the unaudited balance sheet, both from 1 January 2019 to 15 February 2019 to KH (“12/02/2019 Documents”), and asked KH for the draft completion documents.   
25.  On 13 February 2019, two days before the completion, KH sent another letter to THK raising another series of questions and observations about Keen Day (“KH 13/02/2019 Letter”). 
26.  On 15 February 2019, i.e. the completion date, various correspondence were exchanged:
(1)  THK replied to KH (“THK 1st 15/02/2019 Letter”) and stated that the purported queries in KH 13/02/2019 Letter were frivolous and vexatious and for the purpose of wriggling out of the transaction.  The Defendant was not obliged to entertain such queries and that all documents required under the Provisional Agreement had been duly produced.  Nonetheless, out of abundance of caution, THK provided additional documents and information in reply to KH (the “15/02/2019 Documents”).
(2)  KH by its first letter (“KH 1st 15/02/2019 letter”) which was received by THK at 14:02, asserted that it was an implied term of the Provisional Agreement that completion was conditional upon the Plaintiff’s satisfaction of the due diligence exercise and/or that the Defendant should satisfy the Plaintiff’s due diligence. The Plaintiff said that it was dissatisfied with its due diligence.
(3)  Further, KH by its 2nd letter (“KH 2nd 15/02/2019 letter”), which was received by THK at 16:52, asserted for the first time that Keen Day’s title to the Property was defective and defeasible because of the Defect, and disclosed for the first time KH’s letter of 28 December 2018 to the DLO, and the DLO 24/1/2019 Letter.  KH further demanded refund of the Deposit and asked for the liquidated damages of $24M, thus rescinding the Provisional Agreement on the basis that Keen Day’s title to the property was defective and defeasible. 
(4)  THK then replied to KH’s 1st and 2nd 15/02/2019 letters by its 2 further letters (respectively “THK 2nd 15/02/2019 letter”; and “THK 3rd 15/02/2019 letter”).  It was not accepted that the Plaintiff was entitled to rescind.  The Plaintiff was reminded that the so-called title objection was a matter expressly excluded by Clause 4, Schedule 2 of the Provisional Agreement.  The Plaintiff was also reminded that completion was to take place that day and the Plaintiff’s failure to complete would be tantamount to repudiation.  
(5)  By a 3rd letter dated 15 February 2019 (“KH 3rd 15/02/2019 letter”) which was received by THK at 18:18, KH replied to THK’s 2nd and 3rd 15/02/2019 letters and reiterated the legal demands in KH 2nd 15/02/2019 letter.
27.  Completion did not take place on 15 February 2019. On the next day, THK by a letter to KH accepted the Plaintiff’s repudiation of the Provisional Agreement for and on behalf of the Defendant.
28.  On 18 February 2019, KH by letters warned THK not to release the Deposit to the Defendant and objected to such release. THK replied on the same day that the Plaintiff had repudiated the Provisional Agreement and the Defendant was entitled to forfeit the Deposit so THK was entitled to release the Deposit to the Defendant.
C.  The provisional agreement
29.  The Provisional Agreement contained the following relevant clauses and provisions:-
“3. The Vendor hereby warrants and undertakes with Purchaser that:-
(a) the Vendor is the sole beneficial owner of the Sale Shares and there is no other shareholder;
(b) the Sale Shares is not subject to any mortgage, charge, lien, pledge or any security of liabilities;
(c) the Vendor has the sole right to sell, transfer or otherwise dispose of the Sale Shares without reference to any third party;
(d) the Company shall not issue or allot any further shares or declare dividends or alter its capital assets on or before the Completion Date;
(e) the Vendor warrants with the Purchaser that the Company is and shall not be involved in any legal proceedings or subject to any legal financial or tax liability and the Vendor undertakes to indemnify and keep indemnified the Purchaser and/or the Company against any such liability;
(f) The Guarantor hereby irrevocably and unconditionally guarantee the due performance and observance by the Vendor of all undertakings and warranties given by the Vendor of and in relation to the Sale Shares and Sale Debt as contained in this Preliminary Agreement for Sale and Purchaser and the Formal Agreement for Sale and Purchase and shall indemnify and keep the Purchaser fully indemnified against any breach by the Vendor for a period of 2 years after completion.
(g) the Company has complied with all the legislation and statutory requirements including those under the Company Ordinance.
4. The Completion of the sale and purchase is conditional upon the Company and/or the Vendor can show good title to the Property in accordance with Section 13 of the Conveyancing and Property Ordinance, Chapter 219, Laws of Hong Kong. If they fail to do so, the Purchaser shall be entitled to cancel this transaction and the Vendor shall refund all the deposit to the Purchaser forthwith.
7. Save and except the condition stated in Clause 4, should the Vendor fail to complete the sale and purchase herein under this Agreement, the Vendor shall immediately refund to the Purchaser all the deposits paid and also compensate the Purchaser with a sum equivalent to the deposits paid as liquidated damages and neither party shall be entitled to take any action to claim against the other for damages nor specific performance and the Vendor agrees to compensate Savills (Hong Kong) Limited the total amount of the service charge payable by the Vendor and the Purchaser to Savills (Hong Kong) Limited respectively pursuant to Clause 6 herein before as liquidated damages.
8. Save and except the condition stated in Clause 4, should the Purchaser fail to complete the sale and purchase herein under this Agreement, the Vendor shall be entitled to forfeit all the deposit paid by the Purchaser and neither party shall be entitled to take any action to claim against the other for damages nor specific performance and the Purchaser agrees to compensate Savills (Hong Kong) Limited the total amount of the service charge payable by the Vendor and the Purchaser to Savills (Hong Kong) Limited respectively pursuant to Clause 6 herein before as liquidated damages.” (Emphasis added.)
30.  Importantly, 1st Clause (3)[1] of附件（二）(“1st Clause 3, Schedule 2”) provides that:
“The said premises is sold to the Purchaser on an "as is" basis, the Purchaser hereby acknowledges and accepts the existing condition of the said premises. The Vendor makes no warranty as to whether or not (the said premises contains any unauthorized structure additions or alterations or any illegal structures. No requisition or objection whatsoever shall be raised in respect of any unauthorized structure additions alterations or illegal structures and the Purchaser shall not be entitled to withhold or delay but shall complete the purchase of the said premises notwithstanding any such unauthorized structure alterations or illegal structures in or affecting the said premises.” (Emphasis added.)
31.  Pertinently, Clause (4) of附件（二）(“Clause 4, Schedule 2”) provides that:
“The Purchaser acknowledge & accepts that the Vendor has received a letter/order from District Lands office Tuen Mun Lands Department dated 08/03/2018. Reference No. (8) in DLOTM289/MGS/74111. The Purchaser will not raise any requisition regarding this letter/order. The Purchaser shall not be entitled to withhold or delay but shall complete the purchase of the said premises.” (Emphasis added.)
[/Facts]
'''
print(json.dumps(data))