Brady Queen Pty Ltd v Austhome Developments Pty Ltd (No 5)
[2021] VSC 240
•10 May 2021
| IN THE SUPREME COURT OF VICTORIA | Not Restricted |
AT MELBOURNE
COMMERCIAL COURT
CORPORATIONS LIST
S ECI 2017 00204
IN THE MATTER OF 280 QUEEN PTY LTD (ACN 600 087 741)
(IN ITS OWN CAPACITY AND AS TRUSTEE OF THE 280 UNIT TRUST)
| BRADY QUEEN PTY LTD (ACN 600 268 817) (IN ITS OWN CAPACITY AND AS TRUSTEE OF THE BRADY QUEEN UNIT TRUST) & ANOR | Plaintiffs |
| v | |
| AUSTHOME DEVELOPMENTS PTY LTD (ACN 140 051 387) (IN ITS OWN CAPACITY AND AS TRUSTEE OF THE WU FAMILY TRUST) & ANOR | Defendants |
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JUDGE: | Sifris JA |
WHERE HELD: | Melbourne |
DATE OF HEARING: | Determined on the papers |
DATE OF JUDGMENT: | 10 May 2021 |
CASE MAY BE CITED AS: | Brady Queen Pty Ltd & Anor v Austhome Developments Pty Ltd & Anor (No 5) |
MEDIUM NEUTRAL CITATION: | [2021] VSC 240 |
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COSTS – Claim and counterclaim dismissed – Both parties lost – Claim and counterclaim entirely lacking in merit - Open offer in court ineffective – No order as to costs.
COSTS – Proceeding commenced as a shareholder oppression case – Buy-out orders made following report of special referee – Defendants opposed the appointment of special referee and the report of the special referee which was accepted by the court as the basis for the buy-out – Defendants to pay costs of the special reference.
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APPEARANCES: | Counsel | Solicitors |
| For the Plaintiffs | Mr A Schlicht and Ms C Dawes | Capstone Koroneos Legal |
| For the Defendants | Mr L W L Armstrong QC and Mr N Kaskani | Aptum Legal |
HIS HONOUR:
A Introduction[1]
[1]The procedural background is taken from my previous Judgment in this proceeding: Brady Queen Pty Ltd & Ors v Austhome Developments Pty Ltd & Ors [2021] VSC 18 (Fourth Judgment). I will assume familiarity with the Fourth Judgment.
The first plaintiff, Brady Queen Pty Ltd (Brady Queen) and the first defendant, Austhome Developments Pty Ltd (Austhome) were shareholders in a company, 280 Queen Pty Ltd (the Company or 280 Queen). The Company is the registered proprietor of the land situated at 272-282 Queen Street (280 Queen Street).
The Company is the trustee of the 280 Queen Unit Trust (the Unit Trust). The Unit Trust was created in order to undertake the development of a multi-storey, multi-use high rise tower at 280 Queen Street by a joint venture comprising Brady Queen, a company associated with Mr Anthony Brady (Brady) and Austhome, a company associated with Mr David Wu (Wu) (the Project or the Development). Each of Brady and Wu were directors of the Company.
Brady Queen held a two-thirds interest in the shares in the Company and units in the Unit Trust. Austhome held a one-third interest in the shares and units.
The proceeding initially involved competing claims of conduct said to constitute oppression under s 232 of the Corporations Act 2001 (Cth) (the Act) (the Oppression Case).
Brady Queen alleged that Austhome and Wu engaged in conduct contrary to the interests of members as a whole and/or conduct oppressive, unfairly prejudicial or unfairly discriminatory by, amongst other things:
(a) failing to negotiate a joint venture agreement;
(b) failing to pay necessary expenses or sign cheques;
(c) attempting to exclude Brady Queen from the management of the Development;
(d) failing to provide books and records;
(e) failing to agree to a feasibility study and engage relevant experts;
(f) seeking to impose various conditions on the joint venture.
Brady Queen sought orders under s 233 of the Act that it purchase Austhome’s shares in the Company and units in the Unit Trust or, alternatively, that the Company and Unit Trust be wound up.
Austhome contested these allegations, and counterclaimed, alleging Brady Queen and Brady (and another director of the Company, Mr Pethica) engaged in conduct that was oppressive, unfairly prejudicial or unfairly discriminatory in various respects, not dissimilar to those raised by Brady Queen.
Austhome sought orders under s 233 of the Act, that Brady Queen buy Austhome’s shares in the Company and units in the Unit Trust, or in the alternative, such orders under s 233 of the Act that the Court considered appropriate.
The parties agreed that the relationship between them had broken down. This is an understatement. The parties had failed to negotiate a joint venture agreement[2] and disagreed about numerous aspects, mainly relating to the operation and management of the Development. On 15 June 2016, a planning permit was issued for the redevelopment of the Property as a 67 level mixed use building (Permit). The Permit had 31 conditions and, unless extended, would have expired if the Development was not completed within five years from the date of the permit.[3]
[2]The parties entered into Heads of Agreement on 2 June 2014. The units were issued in early July 2014. Since then the parties have been unable to negotiate and agree on a more detailed joint venture agreement as contemplated by the Heads of Agreement. Each blames the other.
[3]Or if the Development was not commenced within two or three years of the date of the Permit. It is not clear which timeframe applies. In any event, Wu without any reference to the other directors, made application to extend the Permit for a two further years. An extension of only one year was granted.
As is evident from the pleadings, the parties were in agreement that the only appropriate remedy in the Oppression Case would be for Austhome’s shares in the Company and units in the Unit Trust to be purchased by Brady Queen. The parties however disagreed on the value of the shares and units, and in particular the value of the Development and the methodology by which the Development, and consequently the shares and units, were to be valued.
In my earlier judgment, I considered that it was unnecessary to conduct a trial in order to determine whether the particular conduct, as alleged, constituted oppressive conduct. The matters referred to in paragraph 9 above and the parties’ respective pleadings ‘all clearly evidence[d] the inability of the contemplated joint venture to proceed. This is not in the interests of the company, the trust, the shareholders or unit holders, as indeed has effectively been conceded [by the parties].’ Accordingly, on 10 August 2018, I declared that ‘the conduct of the affairs of 280 Queen Pty Ltd is, and has been contrary to the interests of the members as a whole’.[4]
[4]Brady Queen Pty Ltd v 280 Queen Street Pty Ltd & Anor (No 2) (Supreme Court of Victoria, Sifris J, 10 August 2018) (Second Judgment) [26]-[28].
I ordered that Brady Queen purchase the shares held by Austhome in the Company, and the units held by Austhome in the Unit Trust at a price to be determined by the Court.
For the purposes of such determination, and given the different approaches of the parties to the valuation methodology, I appointed John O’Grady as Special Referee, pursuant to r 50.01 of the Supreme Court (General Civil Procedure) Rules 2015, and referred five questions for his determination. The questions were set out in Annexure 1 to my order of 10 August 2018 (Questions). The report is dated 6 February 2019 (Report).
The Questions and answers which form the basis of the Report are as follows:
Question 1What is the most appropriate valuation methodology to determine the market value of the property situated at 280 Queen Street, Melbourne (‘the Property‘)? Is it:
a) The direct comparison approach; or
b) The discounted cash flow approach; or
c) Some other, and if so what approach?
AnswerIn my opinion, the correct valuation methodology is the Direct Comparison approach with sales evidence of other comparable properties.
Question 2Based on the answer to Question 1, what is the market valuation of the Property?
AnswerIn accordance with prevailing market conditions as at 31 January 2019, the current market value of the freehold interest in the subject property at 280 Queen Street Melbourne is $41,500,000 (Forty One Million, Five Hundred Thousand Dollars) excluding GST.
Question 3Further to Question 1, what is the most appropriate methodology to determine the value of shares in 280 Queen Street Pty Ltd and the units in the 280 Queen Street Unit Trust.
AnswerThe units in the 280 Queen Street Unit Trust should be valued by reference to the realisable value of its net tangible assets.
Question 4In determining the value of the shares and units as referred to in question 3, is the fact that, such shares and units are to be acquired by the majority shareholder and majority unitholder, with the opportunity to develop the Property, a relevant factor?
AnswerIn providing a value for the shares and units no premium has been added for majority control nor has any discount been applied for minority ownership. The reason for this being is that the project will require an extended time to procure all endorsed plans and construction permits to enable construction to commence but most importantly an unknown but lengthy period will be required to procure sufficient qualified pre-sales in order to obtain construction funding. As such, the anticipated commencement date for the proposed residential tower complex remains difficult to estimate given the current disruption to the apartment market in inner Melbourne. It requires too much speculation to ascertain the value of the development opportunity with reference to the tenure of the current market conditions.
I accept paragraph 75(c) of the Plaintiff’s submissions dated 26 October 2018 that the acquisition of the Shares and Units by the majority shareholder has no bearing on the appropriate methodology to be applied to the valuation.
Question 5Further to Question 2 and based upon the answers to Questions 3 and 4, what is the value of the shares and units.
AnswerThe net asset value of the Shares and Units is assessed at $37,645,299, which when divided by the 35,500,000 shares on issue a proportional value per unit of $1.06 is confirmed and adopted by myself.
Austhome did not accept the Report on numerous grounds and submitted that it should be rejected or substantially varied. After a further hearing I delivered the Third Judgment and rejected the submissions made on behalf of Austhome. I accepted and adopted the whole of the Report.[5]
[5]Brady Queen Pty Ltd & Ors v 280 Queen Street Pty Ltd & Ors (No 3) [2019] VSC 307, [69]–[71] (Third Judgment)
In the result, I valued the shares and units at $37,645,299. At a value of $1.06 per unit, I valued Austhome’s interest at $12,417,900. Orders were made accordingly, settlement took place and interests associated with Brady Queen acquired the entire interest in the shares, units and consequently the Development.
That was the end of the Oppression Case, but unfortunately not the end of the proceeding. Each party remained dissatisfied.[6]
[6]There was no appeal from the decision and Reasons in the Third Judgment.
Claims were then made by the parties against each other, essentially for breach of contract, that is the Heads of Agreement (HoA) as varied. I had deferred the hearing of these issues in light of the approach taken in the oppression part of the proceeding. The contractual claims were unlikely to have any effect on the valuation issues and as part of the intensive case management of this proceeding, the different issues were to be dealt with sequentially.
The contractual claims and the claim by Austhome and Wu for breach of fiduciary duty were heard last year and the Fourth Judgment was delivered on 29 January 2021.
Although I will assume familiarity with the Fourth Judgment, for convenience and ease of reference it is desirable to set out various paragraphs from the Fourth Judgment that set out the nature and basis of the claims made by the parties.
45Brady Queen makes the following allegations of breach of contract[7] against Wu and Austhome:
[7]All allegations are of breach of the HoA.
(a)Failure to use best endeavours to enter into a more detailed joint venture agreement (JVA or Unitholders Agreement) (breach of clauses 15.2, 18.1-18.3).
(b)Failure to authorise payment of necessary expenses (breach of clauses 7.4 and 9.1).
(c)Falsely stating that 280 Queen Street did not have authority to authorise expenses (breach of clauses 7.4 and 18.1). This issue was not pressed.
(d)Attempting to exclude Brady and Pethica from management and falsely asserting that they did not wish to be involved (breach of clause 18.1).
(e)Failure to provide books and records, in particular tender documents on the grounds of an alleged conflict of interest (breach of clauses 18.1-18.2).
(f)Failure to use best endeavours to provide a feasibility report as undertaken.
(g)Attempting to impose conditions and costs in order to authorise payments (breach of clauses 7.4, 18.1-18.3).
(h)Making allegations that Brady and Pethica breached their duties as directors of the Company (breach of clauses 18.1 and 18.3).
(i)Interference with the Permit, by obtaining a limited extension of time without discussion with the other directors (see fn 4) (breach of clauses 18.1 and 18.3). This claim was not pressed.
46Brady Queen alleges that the conduct referred to in paragraphs 45(c) to (h) stalled the Development and caused the following holdings costs or loss:
• Fees and interest to lenders — $1,535,552
•Fees and interest to unsecured lender (A & J Brady Pty Ltd) — $5,599,584
• Rectification caused by squatters — $30,278
• Outgoings (land tax, rates etc) — $909,682
47In relation to the Permit (paragraph 45(i)) Brady Queen alleges that such conduct put the Development at risk and that as a consequence they failed to derive the full benefit of the Development. As noted earlier this claim was not pressed.
48A further claim, based on the same allegations, is made by the Company (now under the control of the Brady Interests)[8] against Wu for breach of his duties as a director.
[8]In these reasons it is often convenient as previously noted to simply refer to the Brady Interests (or the Brady Group) or the Wu Interests as embracing entities associated with Brady or Wu as the case may be.
Claims made by Wu and Austhome
49In addition to refuting the allegations and claims made by Brady Queen (and pleading other defences such as mitigation, contribution and set off), Wu and Austhome make the following allegations of breach of contract against Brady:
(a)Brady did not provide a JVA in accordance with and consistent with the HoA (breach of clause 15.2 and implied term of the HoA).
(b)Brady did not prepare a commercial plan in breach of the 2017 Agreement (breach of clause 15.2 and implied term of the HoA).
(c)Brady incurred or caused to be incurred expenses relating to the Development without Wu’s prior approval, including fees to S&C (breach of clauses 18.1 and 18.3).
(d)Brady failed to approve the necessary works (breach of clauses 18.1 and 18.3).
(e)Brady failed to disclose that he had other developments that were competitive with the Development and demanded that Wu provide commercially sensitive information (breach of clauses 18.1 and 18.3).
(f)Brady failed to approve consultants and architects from May 2016 (breach of clauses 18.1 and 18.3).
50Wu and Austhome claim that as a result of breaches by Brady, Wu was unable to complete the Feasibility Study and progress the Development, thereby causing loss, being one-third of the value of the net profit from the Development. Alternatively, holding costs are claimed in the sum of $7,425,183.69, essentially interest on borrowings from Austhome Group Pty Ltd (Austhome Group), a Wu company.
51Wu and Austhome make further claims against Brady and Pethica for breach of fiduciary duty. It is alleged that the fiduciary duty arises out of the joint venture relationship. The main element of the duty was not to be in a position of conflict. The breach, it is alleged, comprised the conflict of interest arising out of Brady and Pethica being directors of Brady Lonsdale and each holding an indirect interest in Brady Lonsdale. As noted earlier, Brady Lonsdale has since 2016 been involved in another residential apartment development in the Melbourne CBD, at 380 Lonsdale Street, around the corner from 280 Queen Street. It is alleged that those interests were preferred over the interests of 280 Queen Street.
52It is alleged further that Brady Queen knowingly received the benefit of the breaches of fiduciary duty and as a consequence holds one-third of its interests in the shares of 280 Queen Street and one-third of its units in the 280 Queen Street Unit Trust, on trust for Austhome, alternatively is liable to pay equitable compensation.
53The claim by Austhome for unpaid distributions and loans has been admitted and is no longer an issue in the case.
In dismissing all of the claims and counterclaims, I made the following relevant findings and observations:
60The short but critical and dispositive point is that accepting the breaches as alleged, both sides, I am not satisfied and the evidence does not establish that the breaches caused or in any way contributed to the contended loss in the case of each of the joint ventures. Each claim must fail. I warned the parties on several occasions about the difficulties associated with causation. In my opinion, it is more probable than not, and the evidence establishes, that in the counter-factual, had each joint venturer done what was required, itself a matter of great uncertainty, the position would have been the same and perhaps even worse. The Development and legitimate disputes and differences would have continued to exist as the Development unfolded. How can it possibly be said in this case that the design would have been agreed, architects and other consultants would have been appointed, endorsed plans would have been prepared and approved, all 31 conditions of the Permit would have been complied with or a new permit obtained and that the Development would have proceeded reasonably smoothly? No. Rather, the evidence suggests that there would have been disputation at every point and on almost every issue, the past being in this case a good predictor of the future. The holding costs would have been incurred by both sides. The evidence does not go beyond the hypothetical and does not establish that bridging or development or project finance would have been obtained in substitution for what are for the most part related party loans at excessive interest rates.
61Consequently, each claim, far removed from the facts, is indulgent, extravagant, unsupported and must fail. It is not without interest to note that endorsed plans have still not been issued and the Development has still not got off the ground.
…
174The claims made by Brady Queen are for the most part exaggerated and baseless. To the extent that there has been any breach of the HoA as set out above, such breach (JVA, Feasibility study and tender documents) has not caused any loss and certainly not the loss alleged. The Plaintiffs’ claim will be dismissed.
…
181Of course it does not necessarily follow that because Brady Queen has failed to make out a claim in relation to a particular issue it must follow that Wu and Austhome have made out their claim in relation to that issue. A successful defence does not mean that the counterclaim based on the same facts must succeed. There are a number of matters to be considered, including causation and loss. Having considered these matters the claims must also fail. I have dealt with Austhome’s and Wu’s claims relating to the JVA issue, the Feasibility Study issue and the narrow conflict issue regarding the tender documents. They have all been dismissed for the reasons given. Austhome and Wu were in default as found and their claims in relation to these issues must fail. Although the claim relating to expenses has succeeded, it has not caused any loss to Wu or Austhome. The clauses were unclear and unworkable and caused years of anxiety mainly on the part of Wu. He could not move on but it did not have any effect on the progress of the Project.
182The only remaining claim made by Wu and Austhome is the allegation that Brady Queen refused to appoint necessary consultants and the architect for the Project.
183In my opinion, the claim is not made out. There is no evidence to support the claim. Consultants were appointed as and when required. Although there was some delay — and not unreasonable frustration and anxiety on the part of Wu — architects were appointed and there is no evidence to support the contention that by not appointing architects earlier, loss has been suffered.
184In my opinion, for the reasons set out hereunder the claim is not made out. First, I do not consider that there was, in the particular circumstances of this case, any fiduciary duty as alleged. Secondly, if there was a fiduciary duty it was of a very limited scope and did not include the ability on the part of either joint venturer to engage in other projects and even other competing projects. Thirdly, there was no conflict of interest and duty and therefore no breach of fiduciary duty. Fourthly, and in any event, in so far as may be relevant, no loss was caused by any breach.
…
239A final word. Each parties claim is fundamentally misconceived. The claim and counterclaim should never have been made. The matter should have ended with the purchase of the shares and units following an expert valuation. No party sought to appeal those orders.
B Overview
I have delivered four judgments in this acrimonious and never-ending dispute — it started (in court) in August 2017 but of course goes way back to 2014 — but have not made any orders as to costs, as the matter proceeded through various stages.[9]
[9]I have also not made any orders following the Fourth Judgment.
The stages may conveniently be divided into three: the period before the special reference, the special reference, and the remaining claims the subject of the Fourth Judgment. Of course, whether and to what extent costs should be ordered in relation to each stage (or indeed each issue) is one of the issues to be decided. Nevertheless from a broad overview and looking at each stage, the following may be observed:
·Before the special reference — The matter progressed through the various interlocutory stages and directions hearings. Each party made appropriate submissions in order to progress the matter and this stage cannot be assessed in terms of which party won or lost. The oppression jurisdiction was enlivened and buy-out orders were made (Judgment No 1).
·The special reference — The Special Referee was appointed on 10 August 2018 (Judgment No 2). The Report of the Special Referee was adopted on 5 April 2019 (Judgment No 3) and the buyout was completed on 24 May 2019. Clearly Brady Queen was successful.
·The claims and counterclaims — As noted earlier, all the claims and counterclaims were dismissed (Judgment No 4). Neither Brady Queen nor Austhome or Wu were successful.
It is tempting to make no order as to costs in respect of stages 1 and 3 (no winner) and order Austhome and Wu to pay the costs of stage 2 (Brady Queen won). As one of many alternatives, Austhome and Wu have offered to pay these costs on the standard basis. However, there are a number of matters that the parties have raised that require consideration. Brady Queen refers to two offers that it contends ought to have been accepted. Indemnity costs are sought. Austhome and Wu refer to various costs disentitling factors such as allegations of fraud made by Brady Queen and its failure in respect of all of its claims.
Finally, by way of overview, it is even more tempting, given my extensive criticism of both parties, to simply make no order as to costs.
The submissions in relation to costs are detailed and comprise nearly 50 pages. I have had regard to and considered all of the submissions.
C Costs
Stage 1
The Special Referee was appointed on 10 August 2019. In my opinion each party should bear its own costs of the proceeding prior to this date and from the commencement of the proceeding on 23 August 2017. During this stage pleadings were filed and numerous directions hearings took place in order to progress the proceeding. By and large the steps were necessary and the costs from time to time were reserved. I do not accept the submission by Brady Queen that Austhome and Wu should pay these costs on the standard basis, or that the costs from 22 February 2018 to 17 April 2019 should be paid on an indemnity basis because of an offer of compromise made by Brady Queen on 20 February 2018 (the First Offer). Accordingly there will be no order as to costs in respect of this period.
Stage 2
The Report was adopted on 5 April 2019 and buy-out orders were made. Austhome objected to the adoption of the Report on numerous grounds. They were all unsuccessful, the relevant matters were comprehensively dealt with in the Third Judgment. Brady Queen was successful and there is no reason why the costs of the special reference[10] should not follow the event on the standard basis, an alternative position accepted by Austhome.
[10]Being the costs from 10 August 2018 to 17 April 2019 (inclusive), including the fees payable to the Special Referee and Mr Lom, and fees in relation to experts engaged by Brady Queen.
As noted, I do not accept the submission by Brady Queen that the costs from 22 February 2018 to 17 April 2019 should be on an indemnity basis because of the First Offer made on 20 February 2018. For reasons given by Austhome and Wu, I accept that the First Offer was deficient and does not call for an indemnity costs order.
Stage 3
Each party lost. There was, as found, no claim, or counterclaim, of any substance. The proceeding should not have continued beyond the buy-out orders. Both parties are to blame. The starting point, and unless there are compelling reasons either side, the end point, must be that each party should bear its own costs.
Brady Queen claims that Austhome and Wu should pay the costs from 18 August 2020 on the standard basis because of a ‘walk away’ open offer made in court on 17 August 2020, the second day of the trial (the Open Offer). It was submitted that the offer was clear and unambiguous and should have been accepted. Austhome and Wu did not beat the offer and embarked on a trial that was unnecessary.
Austhome and Wu submitted that, it should not be liable for such costs, notwithstanding the Open Offer, because of fraud allegations made by Brady Queen, before the Open Offer was made. Austhome and Wu were entitled, it was submitted, to resist the fraud allegations in court and have its position vindicated by the findings of the Court. In these circumstances there was no obligation to accept the Open Offer. Further, it was submitted that the Open Offer did not include any offer to pay interest on the admitted counterclaim comprising the Unpaid Entitlements Claim.
Austhome and Wu submitted further that Brady Queen should pay the costs on an indemnity basis, or alternatively on the standard basis for the reasons referred to in the preceding paragraph and in addition because of the findings by the Court to the effect that the Brady Queen claims were exaggerated and baseless and some claims did not proceed and one claim was admitted. It was submitted that as these claims permeated the entire proceeding, Brady Queen should pay the costs on an indemnity or standard basis. Alternatively, it was submitted that the only carve out should be that Austhome and Wu pay the costs of the failed counterclaim.
Save for the Open Offer, there is no reason to depart from the no order as to costs basis previously suggested. Each party made exaggerated and baseless claims. They were bound to fail.
Having considered all of the arguments in relation to costs and having managed and heard this case through the various stages on close to four years, and in the exercise of my broad discretion, I consider that there should be no order for the costs of stage 3.
I do not consider that the Open Offer entitles Brady Queen to costs whether on the indemnity or standard basis. In my opinion it was not unreasonable for Wu and Austhome not to accept the Open Offer, substantially for the reasons that they give. First, having made serious allegations in the nature of fraud, Wu and Austhome were entitled to endeavour to challenge and defeat such serious claims, which were not withdrawn as part of the Open Offer. Secondly, the Open Offer did not include any interest on the conceded Unpaid Entitlements Claim. Wu and Austhome were entitled to pursue a claim for interest. Finally, I consider that in any event in the context of this case the Open Offer was made too late, with insufficient precision and in circumstances where Brady Queen continued with unmeritorious claims right up until trial.
D Unpaid Entitlements Claim
This claim by Austhome together with interest is conceded and orders will be made accordingly.
E Disposition
Accordingly, for the reasons given the claim and counterclaim will be dismissed save for the Unpaid Entitlements Claim. There will be no order as to costs save for the costs of the special reference referred to above at paragraph 27, which are to be taxed on the standard basis in the absence of agreement.
Although no submissions were made in relation to proceeding S ECI 2018 02352, it must follow, essentially for the reasons given, that the proceeding must be dismissed with no order as to costs.
The parties should endeavour to agree on the precise amount, including interest, of the Unpaid Entitlements Claim as at 10 May 2021, and continuing.
In order to avoid any unnecessary further litigation, I propose to order that the unpaid entitlements claim, a liability of Brady Queen, be set off against the taxed or agreed costs owing to Brady Queen by Austhome in relation to the special reference.
The parties should prepare final orders in accordance with these reasons and include and order for liberty to apply.
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