Changshu Longte Grinding Ball Co., Ltd v Parliamentary Secretary to the Minister for Industry, Innovation and Science & Ors

[2020] HCATrans 16

[2020] HCATrans 016

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry
  Sydney  No S256 of 2019

B e t w e e n -

CHANGSHU LONGTE GRINDING BALL CO., LTD

Applicant

and

PARLIAMENTARY SECRETARY TO THE MINISTER FOR INDUSTRY, INNOVATION AND SCIENCE

First Respondent

COMMISSIONER OF THE ANTI‑DUMPING COMMISSION

Second Respondent

ANTI‑DUMPING REVIEW PANEL

Third Respondent

Application for special leave to appeal

KEANE J
NETTLE J
GORDON J

TRANSCRIPT OF PROCEEDINGS

AT SYDNEY ON FRIDAY, 14 FEBRUARY 2020, AT 9.29 AM

Copyright in the High Court of Australia

____________________

MR S.B. LLOYD, SC:   May it please the Court, I appear with MR B.K. LIM for the Changshu Longte Grinding Ball Co., Ltd.  (instructed by Moulis Legal)

MR G.R. KENNETT, SC:   May it please the Court, I appear with MS H. YOUNAN for the respondents.  (instructed by Australian Government Solicitor)

KEANE J:   Mr Lloyd.

MR LLOYD:   I propose first of all to identify and explain what we say are the key provisions, and then to identify where we say the court below erred.  The respondent calculated the normal value of my client’s goods under section 269(TAC) or TAC(2)(c), which is on page 100 of the book.  That method involves the sum of three amounts determined by the Minister, an amount for:

the cost of production or manufacture . . . in the country of export -

the first amount; secondly, an amount for:

administrative, selling and general costs ‑

and, thirdly, an amount for profit.  By TAC(5A), the two cost amounts must, using mandatory language, be worked out in the manner provided for in the regulations, and those regulations are the same regulations that must be used to work out what sales are in the ordinary course of trade.  Then under TAC(5B) the profit must be worked out in accordance with the regulations provided for that purpose.

The regulations that are relevant to this case are in sections 43 to 45, which start at page 114 of the book.  Section 43 determines in (1)(a) the manner in which the cost of production must be worked out by the Minister.  Subsection (2) provides that if the exporter’s records meet two preconditions, those records must be used to work out the cost of production.  One of the preconditions is (2)(b)(ii), which is that the records:

reasonably reflect competitive market costs ‑

In this case, the respondent concluded that that condition was not met and, further, that when it was not met it was open to the Minister to work out the cost of production under section 43 by reference to, inter alia, costs drawn from third countries.  I will refer to those as surrogate costs in my submissions

GORDON J:   Did subclause 8 of that regulation have any role to play in that determination?

MR LLOYD:   I do not think it did in this case, no, because it was rejected under 2(b)(ii), so it just did not arise.  I can skip section 44 because there is no contention about the selling costs.  Going then to section 45, it indicates that the regulation must be used to work out the amount of profit.  The respondents purported to determine an amount of profit under subsection (2).  There are other methods in subsection (3) that could have been available but were not used.  Subsection (2) requires the Minister to identify what sales are in the ordinary course of trade.  Now that expression, “ordinary course of trade”, is explained in section 269TAAD, which is also in the book, at page 96.

In order to work out what sales were in the ordinary course of trade, the Minister has to work out the cost of production and, in 269TAAD(4), it provides that the Minister must do so according to the regulations made for that purpose.  They are the same regulation, so 43 and 44 are the regulations made for that purpose, and also for the purposes of TAC(2)(c)(i) and (ii). 

We say that each time the Minister goes to section 43 to work out the cost of production the Minister should derive the same cost of production.  If it be correct that the Minister can use surrogated costs, as he did in this case, then he should use surrogated costs each time he goes to section 43 to work out the costs.

However, in this matter, the respondents derived an amount of profit by using two different cost bases.  The only way they get to that amount of profit is using two different cost bases.  It is important to understand the way they do that.  The first thing they do is they work out a cost base by ignoring the surrogated costs which have been calculated for the purposes of TAC(2)(c)(i), the cost of production.  When they are working out profit they look at the actual costs that were actually incurred by my clients, and from that they derive - and they look the actual sales prices - a percentage mark‑up, so they say not that there was $5 per unit of profit, but that there was a certain percentage profit.  Then, having got that profit ‑ ‑ ‑

GORDON J:   Do you object to the percentage as a mechanism in itself?  You cannot, can you?

MR LLOYD:   As part of a methodology, not per se.  We object to it in two ways, which is ground 1a) and 1b).  What we say is, under section 45, the output of section 45 has to be an amount of, in effect, money per product, which can then be added to the other two amounts that have to be calculated, so it is a sum of three amounts.  That is 1b).  The other way of, 1a), which is our principal ground, is to say what they have done in section 45 in order to come up with that amount is they work out the actual cost of production and the profit on that as a profit margin.

They then say, well, we have worked out another, higher cost of production, so we will then apply the percentage we worked out to the higher cost percentage in order to work out the profit amount for section 45(2).  One can see that this has a distorting effect by using a table, which was adopted by the Full Court, on page 66 of the book. 

So, these was obviously not the data that was used in this case, but it shows how the respondents’ methodology is used.  So, in that first case, the production cost is, in effect, $1 per unit.  The selling costs are $5, and because the sales prices were $10, then the profit is $4.  Now, $4 is one way of expressing an amount.  Another way of conceiving of profit is to say it is two‑thirds of the cost of production. 

Now, assuming that it is appropriate to use surrogated costs to inflate the cost of production, which is something we are accepting for the purposes of this argument, and using the Court’s example, then the cost of production goes up to $5, the selling costs are $5, and so rather than adding the original $4 of profit, or any other number, what the Minister’s methodology does is to say the profit should be two‑thirds of the cost base, which then results in this, we would say, very artificial profit of $6.66.

NETTLE J:   Mr Lloyd, at the moment you are talking about contestable issues of calculation.  Is not your best point that 269TAC(2)(c) reflects Article 2.2 and in the interpretation of the World Trade Organisation the way in which the Full Court has gone about it is wrong?  Is not the question whether TAC(2)(c) is to be interpreted in accordance with Article 2.2 of the World Trade Organisation?

MR LLOYD:   Absolutely, your Honour, I accept that ‑ ‑ ‑

NETTLE J:   So why are we starting with all of the facts and the rest of it, which is - it may be an interesting analysis but maybe it is not.  Is not your special leave question whether or not the World Trade Organisation interpretation is the one that should be applied?

MR LLOYD:   Well, we say that as well, that is our grounds 1c) and d).

NETTLE J:   It just comes last in the argument.  I should have thought it should be first and foremost.

GORDON J:   The problem with all these other arguments is that there is no qualification or limitation in any of section 269TAC or the regulation as to methodology.  It is fact specific.  It determines what is there, what is reasonable.

MR LLOYD:   What we say about that, your Honours, is that there is something.  The mandatory language is in (5A) and (5B), which says you must use the methods in sections 43 and 45.  Section 45 uses the language “ordinary course of trade”, which also refers to - which is picked up in section 269TAAD, which also uses mandatory language. 

So there are two things that say that you have to use the same provision to calculate the cost of production.  What they have done is use two different provisions in a way that calculates a cost of production - or used to calculate the profit by reference to two different costs of production, which is not authorised by the Act.  The Act says there is one provision for calculating the cost of production.  What has been done is to go back and do it in two separate ways, and we say that that is contrary to it. 

If I can just finish this point, and then I will move on to the other point.  In the Full Court decision at paragraph 34, which is on page 59, there is the description of the uplift methods that are used there.  The relevant one is in paragraph (3).  After calculating the costs of production that is then uplifted by the actual sales, and then in (4), that is further uplifted again by percentage in relation to the profits. 

Then, in paragraph 36, there is an extract from my client’s submissions in which it is said that using that technique artificially inflates the amounts of selling costs because you are working out something as a percentage by reference to one cost base and then multiplying it by an inflated cost base that necessarily inflates the element.

Now, in paragraph 38 it is shown that the Commissioner accepted that, that that was problematic and not the right way of doing it, but we made the same point in relation to profits and the Commissioner rejected that and said that he could continue to calculate the profits on that basis.  We say that that is wrong.  The Full Court accepted that that was right, and in accepting that it was right, in paragraphs 61, 62, principally, the court construes the Act as if it authorises a system whereby it negates or offsets a market situation, or, in 62, that it would “defeat the effect of making an adjustment”. 

Now, what we say is that there is nothing in the Act or the treaty that in any way talks about a need for the Act to be construed so as to negate or offset market situations.  The first point to note is that the market situation that is being referred to in section 269TAC(2)(a)(ii) is:

because the situation in the market of the country of export is such that the sales in that market are not suitable –

Now, that is one of the many criteria which might justify not using those sales, which is what is predominantly used in the TAC(1) methodology.  There are other reasons as well, and then, where that is the case, TAC(2)(c), which allows you to construct the cost of production or construct a normal value, is then in place.  That is not done to offset, as the Full Court says, at paragraph 66.  They say the cost of production was unaffected by or was to be determined:

amongst other things . . . the cost of production was unaffected by any ‘market situation’.

The market situation provision is related to the suitability of sales, not the suitability of cost of production.  The entire assumption of TAC(2)(c) is for something along with the sales data, or the sales circumstances such that the cost of production should be used to calculate that method.  There is simply nothing in the Act and nothing in the treaty that provides any support for this notion that there is an underlying purpose that TAC(2)(c) is a method which is designed to offset a market situation or to adjust for that.  So we say that reflects error.

Then, in paragraphs 68, 69 and 71, the court says, in effect, that there is nothing that requires the profit to be determined according to the cost of production under TAC(2)(c)(i), and that point is also in substance made at paragraph 63.  We say there is something that requires it, which is that TAC(2)(c)(i) must be calculated under section 43, that is what is says. 

In addition, under section 45 it says one has to look at the sales in the ordinary course of trade.  That also refers you to section 43, so they are both mandatory methods and they both lead to the same provision and the same method that does not allow, we say, of a system which uses two different cost bases and a percentage figure to inflate the amount.

We say that in that regard the court did fall into error and we certainly place reliance upon the direct and express links and to say that, as the court says in paragraph 69, it would have been easy to say if different amounts were not to be used, we say there is nothing in the Act that says different amounts can be used. 

Another point is there is nothing in the Act that even says that surrogated costs from foreign countries are even allowed at all.  So you have a system whereby the legislative scheme is such that there is nothing that supports the use of the surrogated costs at all, and you have section 43 and section 45, both referring to the same notion of cost of production.  So what the Act does do is it links things to a single system with nothing suggesting that there can be different costs of production used to work out the profit amounts.  So we say that also reflects error. 

Then, moving on then to grounds 1c) and 1d) - we have covered this in our written submissions.  The situation was in the court at first instance we argued matters which are set out, or summarised by Justice Griffiths as the grounds on page 8 of the book.

GORDON J:   Were these arguments run on appeal in the Full Court?

MR LLOYD:   They were not run on appeal in the Full Court.

GORDON J:   Were not?

MR LLOYD:   No.  The history of the matter is we advanced them - what is 1c) is in the paragraph which is 4(a) on page 8, and then 1d) is really a combination of paragraphs (b) and (c)(i).  So the matter started that way, and at that point in time they were contrary to a decision of Justice Robertson in Steelforce, but we wanted to say that that was wrong, and then prior to the argument before Justice Griffiths, the Full Court decision in Steelforce came down which precluded those arguments being put, so they were not put.

There was a modification of an argument that we thought was able to be run under Justice Perram’s reasons, so that was run on sort of a more narrow basis, but we did not run that before - well, that is how we ran it before Justice Griffiths, and then on appeal, before the Full Court, we did not think we should say that the Full Court was plainly wrong and so we accept that we did not make that submission, but other than that, we at the beginning made this point, we continue to make the point that we want to be able to argue that the use of the surrogated costs and the use of section 43 in circumstances where the precondition to the use of section 43 is not met are both wrong.

There is no prejudice to the Minister.  They are both just pure points of construction.  They both have been – well, I do not want to overstate it, I do not want to say that the construction of those provisions is the subject of WTA jurisprudence, but the underlying treatment or the underlying treaty of negations have been the subject of WTA jurisprudence, which poses, we would say, and I accept that there is a contention about this, but we say that the WTA jurisprudence allows for a much narrower use of surrogated costs than the respondent says.

GORDON J:   But you have two issues, have you not?  The question is whether Article 2.2 is mirrored and picked up in itself, either by the way in which 269TAC is drawn, and then when you go to the authority, to the WTO authority, is it in the strongest terms, as you say it is?

MR LLOYD:   Well, the most recent example, which we have not even drawn the Court’s attention to, is a very recent decision against Australia called A4 ‑ ‑ ‑

NETTLE J:   That is the Indonesian Paper case.

GORDON J:   Yes.

MR LLOYD:   Indeed.  So, what we say it would allow - I accept there is a difference in language, but the difference in language, I think, is only between the expression “in the country of export” or “in the country of origin”, which we say is not a difference of significance.  What we say the WTO jurisprudence accepts would be something like this.  If my client had bought steel billet from Latin America as an import cost, then in those circumstances, the costs of steel billet in Latin America could then be seen to reflect the costs in China because they are part of the stream of costs.  That is what we say is consistent with the WTO jurisprudence, but not beyond that.  The use of such costs has to be reflective of the costs in China.  That is what we say the WTA jurisprudence says.  As we understand it, the Commissioner says, they have a much broader discretion and they can ‑ ‑ ‑

GORDON J:   Well, they would have to, on one argument.  I mean, if your argument was right there would be circumstances where, for example, if there was no - the stream did not exist and it was not possible to rely upon the data coming from the country of export, which often happens, you could not make a determination.

MR LLOYD:   Yes, of course, and the argument ‑ ‑ ‑

GORDON J:   That just seems to me to be very odd.

MR LLOYD:   Well, no, your Honour, because your Honour will appreciate that, under TAC(2), if the criteria applies under (a) or (b), then the Minister has two options.  One is under TAC(2)(c) and the other is under (d), which deals with export prices, so automatically that is another method the Minister has, so even if the TAC(2)(c) method is not available, the TAC(2)(d) method would be available, plus, in addition, if both of those

methods are not available, then the Commissioner has powers under TAC(6) to have regard to a broader range of information. 

But in this case, if the Minister had said he was doing that, then there is other information we could have put forward.  The Minister said he was doing it under TAC(2)(c), and we say that that reveals error.

KEANE J:   Thanks, Mr Lloyd.  Mr Kennett.

MR KENNETT:   Your Honours, in relation to the second group of issues, there is, of course, a difference of view between the parties as to what the WTO jurisprudence stands for and provides.  There is something for everybody in the dispute settlement body reports and, as your Honours would have seen in the reasons of Justice Perram in Steelforce, there are passages in the biodiesel decision that support the use of surrogate costs derived from a benchmark, or at least do not stress that that is not precluded.

NETTLE J:   What about the proper comparison point, that it is not enough just to say that the domestic price is affected by unique market forces in the exporting country and then go straight to foreign costs, that one has to undertake a comparison to see whether the relativities between the affected domestic price and export price are still relevant for the purposes of calculating the price to be paid?

MR KENNETT:   Well, that is‑ ‑ ‑

NETTLE J:   That is what I thought was at about paragraph 400 or some such thing of the submissions that were put by the applicant, but I may be wrong.

MR KENNETT:   What the applicant does not challenge is the anterior judgment under TAC(2)(a), that this is a market situation which renders the domestic sales unsuitable.  Now, if that starting point is accepted, then it would seem to follow that there needs to be a methodology under (c) that allows derivation of costs of production in some way that overcomes the impact of the distortion that has been identified.

NETTLE J:   Forgive me if I am wrong, but I had thought that the point was that if 269TAC(2)(c) is to be interpreted, as it were, in accordance with Article 2.2, the mere fact that the domestic price is affected by a market situation is not enough to eschew the price which is paid in the domestic market.  The person making the decision must first then undertake a comparison with the export price to see whether relativities still bespeak dumping, or whether they do not.  That was not done here.  What was done here was to say, well, domestic price was affected, fair enough, and then jump immediately to the invocation of third party costs of the calculation.

MR KENNETT:   Well, this of course is all part of the methodology that leads to the ultimate conclusion as to whether there is something that bespeaks dumping, and the Commission used its benchmark firstly to form a judgment as to whether the exporter’s records indicated competitive market costs, and then concluded that they did not, and therefore section 43 of the regulations did not apply, and then there had to be a judgment made about what was the best way to try and estimate or construct a real, properly comparable - a real cost of production that would lead to a normal value which was properly comparable to export prices.

NETTLE J:   I understand the force of your argument once you get to that point.  The question is based on the World Trade Organisation decision in this Indonesian Paper case, whether the jump from the domestic price is affected by market forces to the conclusion that the comparison between the domestic price and the export price is not appropriate was justified without some sort of analysis and reasons of the kind that the World Trade Organisation referred to?

MR KENNETT:   Yes, your Honour.  I must say I understood that, and I am only going from memory - we do not have the decision in front of us - but I understood that problem to be something at an earlier step in the reasoning process to where we are in this case.  Nothing in this case has challenged the judgment under TAC(2)(a) and ‑ ‑ ‑

NETTLE J:   Well, that is the answer, thank you.

MR KENNETT:   Yes.

GORDON J:   The answer in that answer is “I think”.  If the records under TAC(2)(a) are not suitable and it is just not possible because the market conditions are otherwise then is it not merits review when you are stepping through to work out what else was taken into account in order to determine the TAC(2)(c) question?

MR KENNETT:   Well, it is ‑ I do not think I would level that charge against our learned friends, although I might be wrong.  It seems to really amount to an assertion that when (2)(c) says “cost of production in the country of export” it means “thou shalt use data derived from the country of export”.  We say that cannot possibly be right, as a general assumption.

GORDON J:   It cannot sit with (a).  Once the determination is made in (a), it cannot preclude looking elsewhere.

MR KENNETT:   That is so, yes, that is how we put it.  Of course, there are other points that we would make about this group of - the second group of grounds.  Of course, we would say it is not irrelevant that these points were not run below.  The relevant reasoning in Steelforce was technically obiter and it is not clear to us that our friends were pressed to submit that it was clearly wrong, but in any event they did not identify the point at all.  That may not be conclusive, but we would say it is not irrelevant to a judgment about whether they should be allowed to revive the point in this Court.

The other point, of course, as your Honours will have appreciated, notwithstanding the questions about interaction of our statutory regime with the Anti‑dumping Convention are interesting, they do not go any further than the application of recognised constructional principles to a particular statutory provision.  It is difficult to discern a broader issue of principle in them.  That is really what we would say about the second group of issues.

The first group of issues were in play in the Full Federal Court and as to those, again, if the starting point that this was a market situation that engaged (2)(a) is accepted, and that has not been challenged, then it would follow as a general proposition that the process in (2)(c) ought be construed so as to at least allow a process of construction of a normal value that overcomes the distortion or irons out the distortion identified as the market situation. 

When one goes to TAC(2)(c), as your Honours will have noted, it has three elements - two paragraphs but three elements.  If we go to subparagraph (1), one calculates the costs of production or manufacture.  As our learned friend has indicated, subsection (5A) tells you to do that using the method - it actually says “such” method as has been prescribed for the purposes of the ordinary course of trade test.

Then, in subparagraph (2), one sees the other elements of administrative selling and general costs, about which there is no controversy here, and of profit.  Subparagraph (2), of course, hypothesises imaginary sales in the ordinary course of trade in the country of export.  It uses the expression “ordinary course of trade” but does not require any application, per se, of an ordinary course of trade test, because the sales are hypothetical, nor does it say anything in itself about how profit is to be determined, although subsection (5B) provides for the regulations to deal with that. 

So, profit on the one hand and production costs on the other are dealt with quite separately and under separate regimes of regulations.  There is no reason in the architecture of the Act to require that there ought be common sources of data or common methods of analysis for the two exercises.

Your Honours have been taken to section 45 of the regulations in which subsection (2) is the primary method.  There are other methods in (3), but they only apply if (2) cannot be used.  Subsection 2 tells the Minister to use data relating to the production and sale of like goods in the ordinary course of trade in the country of export.  So that expression “ordinary course of trade” comes in again, but only in the course of identifying the set of relevant sales that are to be the source of data for this exercise.

The real‑world sales, the section makes that fairly clear.  So the Minister has to see whether there is a set of real‑world sales in the country of export that meet that description.  For that purpose, he needs to consider whether those real‑world sales were or were not in the ordinary course of trade, but the expression “ordinary course of trade”, which our friends rely on to take one back to section 43 again and again, that is employed only for the purpose of identifying the data set and when one comes to the derivation of an amount of profit, all that section 45(2) tells the Minister to do is to use the data.  So there is no ‑ ‑ ‑

KEANE J:   It is not obliging him to approach the identification of the integer in the various calculations on the same footing.

MR KENNETT:   Quite so, yes, yes.  He could ‑ ‑ ‑

KEANE J:   There is no sort of mandatory requirement of symmetry.

MR KENNETT:   That is so, yes.  That is the basic point, your Honour.

GORDON J:   Is that because it is really two different exercises?

MR KENNETT:   Yes, ultimately, yes.  So our friends said below, and say today, that there is nothing in the Act that says you can do this.

KEANE J:   There is nothing in the Act that says you ‑ ‑ ‑.

MR KENNETT:   Says you cannot.

KEANE J:   Yes.

MR KENNETT:   They are broadly‑expressed provisions, and they leave a lot of room for judgment by fairly expert decision‑makers.

KEANE J:   By the Minister in making his determination.

MR KENNETT:   Yes.

KEANE J:   There is no question about the unreasonableness of the Minister’s determination.

MR KENNETT:   Not any more, no.  Similarly, there is a complaint about deriving a percentage and then applying that percentage to a higher cost base.  One can see why the applicant does not like the result and regards that as a distortion, but that is really a point of merits and not outside the realm of judgment conferred by the statute. 

We would say there needs to be some flexibility as to the method that is to be used in response to the circumstances of the case.  For example, that real‑world data set might contain sales that are a fairly wide range of costs of goods that are not all the same, with different cost bases, and the most appropriate way to synthesise that into an amount of profit may well be to take a percentage and work from there.  It just depends on the circumstances of the case, we would say, and that is a matter for judgment by the decision‑maker.  Those are our submissions, if the Court pleases.

KEANE J:   Mr Lloyd, anything in reply?

MR LLOYD:   Yes, your Honour.  In relation to the point raised by your Honour Justice Nettle, the position is that my client did not dispute that there was a market situation, but did dispute that the market situation could lead to the use of surrogated costs.  One sees that, for example, at the bottom of page 24, in paragraph 53, where we made a formal submission about that. 

The entire point, which is our c) and d) point, is a challenge to say that just because there is a market situation it does not justify using foreign costs, and not in the way that they were done.  So that has been disputed, and that is the issue which we seek to agitate.  In relation to the other point we say that my friend does something of a skip over what section 45(2) says.  If I can ask the Court to go to that on page 118.  So it says:

The Minister must, if reasonably practicable, work out the amount by using data relating to the production and sale of like goods by the exporter or producer of the goods in the ordinary course of trade.

Now, the only way you could even identify that data set, so let us say you have all of the data, the actual real‑world data, the only way that you can know which of that are sales in the ordinary course of trade is to go to section 43 and work out which is in the ordinary course of trade. 

Let us assume against myself that - and this is in their favour - they are allowed to ignore the cost of production that they have calculated under (c)(i), and they can go to it afresh and look at the actual cost of production,

so without the surrogated data.  If they do that, they will look at that and they will say, well what are in the ordinary course of trade?

Now, “in the ordinary course of trade” is jargon which, in a sense, means profitable.  Which ones of those sales were profitable?  So if you did that and you applied that approach by just looking at what our actual costs were, you would see a whole lot of profitable sales and then you would work out the profit by reference to that.  That, however - if that is what they did and stopped there, that would have got a different result than the result they got.  They did not do that.  They did not just use that data.  They then said, okay, I have now worked out a percentage of profit by using that data.  I am now going to apply that percentage to different data.

There is nothing in section 45(2) which says you can use two sets of data and foreign data.  On my friend’s construction, which is not the most favourable outcome, but it is still a win for my client even on that approach, is that it is still only one set of data you get to use, and this is a system which has been used in dozens of matters.  It is a controversial system, and I accept it is not the most riveting point in the world, but it is a point of substance and concern to exporters to Australia.  The Commissioner keeps approaching it in this way, and we say that all of the points are worthy of a grant of special leave.

KEANE J:   The reasons of the Full Court of the Federal Court are not attended with sufficient doubt to warrant the grant of special leave to appeal. As to the third and fourth of the proposed grounds of appeal, this case is not a suitable vehicle for the agitation of the arguments raised by those grounds.  Accordingly, the application will be refused with costs.

AT 10.09 AM THE MATTER WAS CONCLUDED