Coco Panda Holdings Pty Ltd v Shingle Inn Franchising Pty Ltd
[2023] FedCFamC2G 19
Federal Circuit and Family Court of Australia
(DIVISION 2)
Coco Panda Holdings Pty Ltd v Shingle Inn Franchising Pty Ltd [2023] FedCFamC2G 19
File number: PEG 129 of 2022 Judgment of: JUDGE LADHAMS Date of judgment: 23 January 2023 Catchwords: PRATICE AND PROCEDURE – leave to file amended application and substituted statement of claim – whether amendments ambiguous and failed to give respondents fair notice of case to be brought against them – whether amendments futile or would cause an injustice – leave granted Legislation: Australian Consumer Law (schedule 2 to the Competition and Consumer Act 2010 (Cth)) ss 18, 20, 21, 236
Federal Circuit and Family Court of Australia (Division 2) (General Federal Law) Rules 2021 (Cth) r 7.01
Federal Court of Australia Rules 2011 (Cth) rr 8.21, 16.02, 16.41, 16.45, 16.53
Cases cited: BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1970) 180 CLR 266
Fair Work Ombudsman v Nerd Group Australia Pty Ltd (2010) 197 IR 431; [2010] FMCA 569
Division: Division 2 General Federal Law Number of paragraphs: 43 Date of hearing: 17 January 2023 Place: Perth Counsel for the Applicants: Ms A Pienazek Solicitor for the Applicants: MP Commercial Lawyers Counsel for the Respondents: Mr C M Slater Solicitor for the Respondents: Aherns Lawyers ORDERS
PEG 129 of 2022 FEDERAL CIRCUIT AND FAMILY COURT OF AUSTRALIA (DIVISION 2)
BETWEEN: COCO PANDA HOLDINGS PTY LTD
First Applicant
YANJUN (TIM) ZUO
Second Applicant
CHIXIANZI (EMILY) YAO (and others named in the Schedule)
Third Applicant
AND: SHINGLE INN FRANCHISING PTY LTD
First Respondent
PETER JEFFREY BELLCHAMBERS
Second Respondent
ANDREW NOEL BELLCHAMBERS
Third Respondent
order made by:
JUDGE LADHAMS
DATE OF ORDER:
23 January 2023
THE COURT ORDERS THAT:
1.The applicants are granted leave to file the amended application and the substituted statement of claim attached to their application in a proceeding filed on 28 November 2022.
2.The application in a proceeding filed by the respondents on 7 September 2022 is dismissed.
3.The applicants are to pay the respondents’ costs thrown away by reason of the amendments to the application and statement of claim, to be assessed if not agreed.
4.The respondents are to pay the applicants’ costs of the application in a proceeding filed by the applicants on 28 November 2022, to be assessed if not agreed.
5.The applicants are to pay the respondents’ costs of the application in a proceeding filed by the respondents on 7 September 2022, to be assessed if not agreed.
Note: The form of the order is subject to the entry in the Court’s records.
Note: The Court may vary or set aside a judgment or order to remedy minor typographical or grammatical errors (r 17.05(2)(g) Federal Circuit and Family Court of Australia (Division 2) (General Federal Law) Rules 2021 (Cth)), or to record a variation to the order pursuant to r 17.05 Federal Circuit and Family Court of Australia (Division 2) (General Federal Law) Rules 2021 (Cth).
REASONS FOR JUDGMENT
JUDGE LADHAMS:
Introduction
I have before me an application in a proceeding by which the applicants seek leave to file:
(a)an amended application pursuant to r 8.21 of the Federal Court Rules 2011 (Cth) (Federal Court Rules); and
(b)a substituted statement of claim pursuant to r 16.53 of the Federal Court Rules.
Although the application in a proceeding refers to rr 8.21 and 16.53 of the Federal Court Rules, the applicants in their submissions have confirmed that they rely on r 7.01 of the Federal Circuit and Family Court of Australia (Division 2) (General Federal Law) Rules 2021 (Cth) (GFL Rules) in bringing the application in a proceeding.
The application in a proceeding is brought at an early stage of proceedings, before any response or defence has been filed, and before the matter has proceeded to mediation before a Registrar of this Court.
The respondents do not consent to the orders sought by the applicants in the application in a proceeding because they contend that paragraphs 30(c) and 30(d) of the proposed substituted statement of claim would be liable to be struck out because they do not comply with r 16.02(1)(d) and/or r 16.41(1) of the Federal Court Rules. However, in oral submissions, Counsel for the respondents confirmed that the respondents would not oppose leave being granted to the applicants to file the proposed amended application and the proposed substituted statement of claim other than paragraphs 30(c) and (d).
Procedural History
The applicants commenced proceedings in this Court by filing an application (original application) and a statement of claim (original statement of claim) on 1 July 2022.
In the original application and the original statement of claim, the applicants allege that the respondents were involved in various breaches of contract in relation to a franchise agreement between the first applicant and the first respondent (Franchise Agreement), misleading and deceptive conduct in breach of s 18 of the Australian Consumer Law (ACL) in Schedule 2 to the Competition and Consumer Act 2010 (Cth), unconscionable conduct in breach of ss 20 and 21 of the ACL and breaches of the Franchising Code of Conduct.
The respondents, at an early stage of the proceedings, raised with the applicants various concerns about particular paragraphs in the original statement of claim. When the issues raised were not resolved to the satisfaction of the respondents, the respondents on 7 September 2022 filed an application in a proceeding seeking to strike out a number of paragraphs of the applicants’ original statement of claim on the basis that those parts of the statement of claim contained material of a kind mentioned in r 16.21 of the Federal Court Rules (strike out application).
The strike out application came before the Court for a directions hearing on 28 September 2022. I adjourned the strike out application sine die in circumstances where the applicants indicated an intention to file a substituted statement of claim, and relisted the matter for a further directions hearing on 7 November 2022.
When the matter came before the Court again on 7 November 2022, the applicants sought leave to file a substituted statement of claim, and this proposed order was opposed by the respondents. At the directions hearing, I made orders which, amongst other things, required the applicants to file and serve any application in a proceeding seeking leave to file a substituted statement of claim and any amended application by 28 November 2022.
On 28 November 2022 the applicants filed an application in a proceeding seeking leave to file a substituted statement of claim and an amended application. That is the application that is now before the Court for determination. The application in a proceeding was accompanied by a proposed amended application and a proposed substituted statement of claim.
Consideration
Relevant principles
At any stage in a proceeding, the Court has the power to allow or direct a party to amend a document other than an affidavit in the way and on the conditions the Court thinks fit pursuant to r 7.01 of the GFL Rules.
The applicants have identified the principles relevant to the exercise of the Court’s discretion as to whether to allow the applicants to file the proposed amended application and the proposed substituted statement of claim as those explained by Lucev FM (as his Honour then was) in Fair Work Ombudsman v Nerd Group Australia Pty Ltd (2010) 197 IR 431; [2010] FMCA 569 (Nerd Group Australia) at [19]. Those principles include:
(a)the interests of justice as a paramount consideration;
(b)whether the party seeking the amendment is acting in good faith;
(c)whether the amendment sought would be futile, with grounds for amendment of ‘doubtful merit’ likely to be refused;
(d)whether there is any injustice to the non-amending party which cannot be adequately compensated for; and
(e)the question of case management.
Resolution
The main issue in dispute in the application in a proceeding relates to whether leave should be granted to the applicants to file the proposed substituted statement of claim in its current form, specifically, with paragraphs 30(c) and (d) included. The issue there relates to whether it would be futile to allow paragraphs 30(c) and (d) to be included in circumstances where, in the respondents’ submission, those paragraphs would be liable to be struck out.
I address that disputed issue in some detail below. It is convenient, however, to first address the balance of the proposed substituted statement of claim and the proposed amended application.
Application of relevant principles to the proposed amended application and the proposed substituted statement of claim other than paragraphs 30(c) and (d)
In my view, putting to one side the dispute in relation to paragraphs 30(c) and (d) of the proposed substituted statement of claim, all considerations weigh in favour of granting the applicants leave to file the amended application and proposed substituted statement of claim.
I accept the applicants’ submission that the proposed amended application and the proposed substituted statement of claim reflect narrower claims, with no new cause of action pleaded. The applicants now allege misleading and deceptive conduct by the respondents in breach of s 18 of the ACL, and a breach of contract. The relief that they seek includes damages pursuant to s 236 of the ACL for the alleged breach of s 18 of the ACL and specific performance of an obligation to account for fit out costs. I accept that the proposed amended documents reflect the disputes that the applicants wish the Court to determine and in circumstances where the proposed amended documents both narrow the issues in dispute and better inform the respondents of the case they are required to answer, I am satisfied that it is in the interests of justice to allow the proposed amended application and the proposed substituted statement of claim to be filed.
There is no basis for believing that the applicants are not acting in good faith. The respondents identified some concerns with the original statement of claim and, following conferral between the parties, the applicants now seek leave to file amended documents that narrow the issues to be determined. Nothing in the history of this matter reflects any bad faith on the part of any party to this proceeding.
I am also satisfied that any injustice to the respondents as a result of the amendments can be compensated with an appropriate costs orders. The applicants do not dispute that it would be appropriate for the Court to order that they pay the respondents’ costs thrown away by reason of the amendments (as distinct from the costs of the application in a proceeding).
Case management principles do not weigh against the exercise of the discretion to grant the applicants leave to file the proposed amended documents. The proceeding is still in its early stages, no defence has been filed and the matter has not yet proceeded to mediation.
Consideration of paragraphs 30(c) and (d)
I turn now to the issues relating to paragraphs 30(c) and (d) of the proposed substituted statement of claim. To understand these paragraphs in their proper context, it is appropriate to have regard to paragraphs 28 to 31 of the proposed substituted statement of claim. Those paragraphs read:
28. On or around 30 January 2018, Coco Panda and Shingle Inn Franchising entered into the Franchise Agreement.
29. There are express written terms in the Franchise Agreement, to the following effect:
(a)The term of the Franchise Agreement commences 2 May 2018 and remains in force until 17 April 2015 (clause 3.1);
(b)For so long as the Franchising Code of Conduct (as prescribed under the CCA) remains in force, the Franchisor and Franchisee agree to be bound by and comply with the provisions of the Franchising Code of Conduct (clause 6(a)(i));
(c)For so long Franchising Code of Conduct (as prescribed under the CCA) remains in force, the Franchisor must provide disclosure in accordance with the Franchising Code of Conduct, including, where a disclosure documents does not mentioned in clause 17(3) of the Franchising Code of Conduct, to tell the Franchisee of the matter, in writing, within a reasonable time (but not more than 14 days) after the Franchisor becomes aware of it (clause 6(a)(ii) of the Franchising Agreement; clause 17(2) of the Franchising Code of Conduct);
(d)The Franchisee must pay the Marketing Contribution to the Franchisor in the amount and as specified in Item 6 and in accordance with clause 10D (clause 7.5(b)).
30. On a proper construction of the Franchise Agreement, it was agreed that:
(a)The Fit Out of the Premises would be arranged by Coco Panda in consultation with the approved fit out manager appointed by Shingle Inn Franchising upon approval by Shingle Inn Franchising in accordance with the Operations Manual, unless otherwise agreed (clause 9B.3(b));
(b)Coco Panda would promptly pay Shingle Inn Franchising 40% of the estimated Fit Out Costs on or shortly after the execution of the Franchise Agreement, then subsequent payments of 55% and 5% of the estimated Fit Out Costs as reasonably directed by the Franchisor (Item 20);
(c)the Fit Out Costs payable by Coco Panda would be only for reasonable actual suppliers’ costs; and
(d)Shingle Inn Franchising was obliged to account to Coco Panda for the actual suppliers’ costs for the Fit Out.
31.In conversations during the period January 2018 and June 2018 between Shingle Inn Franchising and Coco Panda, it was agreed that Shingle Inn Franchising would arrange the Fit Out of the Premises in accordance with the Operations Manual.
Respondents’ submissions
The respondents submitted that leave should not be granted to the applicants to file the proposed substituted statement of claim with paragraphs 30(c) and (d) included and, referring to the principles in Nerd Group Australia, directed the Court’s attention to considerations of futility, the interests of justice and case management.
More specifically, the respondents submitted that:
(a)paragraphs 30(c) and (d) do not contain any reference to a specific clause or provision in the Franchise Agreement and the proposed substituted statement of claim does not contain material facts supporting the applicants’ claims that the terms in paragraphs 30(c) and (d) were agreed by the parties;
(b)further or alternatively, the proposed substituted statement of claim lacks the necessary particulars of the applicants’ claims that the terms of paragraphs 30(c) and (d) were agreed by the parties;
(c)for these reasons, the proposed substituted statement of claim fails to comply with:
(i)r 16.02(1)(d) of the Federal Court Rules, which requires that a pleading must ‘state the material facts on which a party relies that are necessary to give the opposing party fair notice of the case to be made against that party at trial, but not the evidence by which the material facts are to be proved’; and/or
(ii)r 16.41(1) of the Federal Court Rules, which requires a party to ‘state in a pleading, or in a document filed and served with the pleading, the necessary particulars of each claim, defence or other matter pleaded by the party’;[1] and
(d)paragraphs 30(c) and (d) fail to give the respondents fair notice of the terms allegedly agreed in those paragraphs, and fail to inform the respondents of the case they have to meet.
[1] Rules 16.02(1)(d) and 16.41 of the Federal Court Rules to apply in this proceeding pursuant to r 1.06 and Schedule 1 to the GFL Rules.
In oral submissions, Counsel for the respondents explained the respondents’ concerns with paragraphs 30(c) and (d). He submitted that:
(a)paragraph 30(a) is clear in terms and the substance of that paragraph is that it is the first applicant who would ordinarily arrange for the fit out;
(b)paragraph 30(b) relates to the first applicant’s obligation to pay estimated fit out costs to the first respondent;
(c)paragraph 30(c) then refers to the first applicant’s obligation to pay reasonable actual suppliers’ costs without reference to any clause in the Franchise Agreement and this leads to ambiguity as to whether the first applicant’s case is that they had an obligation to pay estimated fit out costs or actual suppliers’ costs;
(d)paragraph 30(d) refers to a new obligation, without referring to a particular clause of the Franchise Agreement, that the first respondent was to account to the first applicant for the actual suppliers’ costs for the fit out, and this causes ambiguity in relation to the difference between estimated fit out costs and reasonable actual suppliers’ costs, and also because it is difficult to see how the first respondent was obliged to account for the fit out costs when it was the first applicant who was obliged to arrange the fit out; and
(e)the respondents’ understand paragraphs 30(c) and (d) to be linked only to paragraphs 30(a) and (b) and, to the extent that paragraph 31 of the proposed substituted statement of claim refers to it being agreed that the first respondent would arrange the fit out of the premises, that did not have any consequence for whether the obligation was to pay for actual suppliers’ costs or estimated fit out costs, or any obligation to account for actual costs, because there is no enforcement of the agreement.
The respondents submitted that the consequence of the ambiguity in paragraphs 30(c) and (d) is that allowing the applicants to file the proposed substituted statement of claim with those paragraphs included would be futile or would cause an injustice because paragraphs 30(c) and (d):
(a)could be struck out because they are ambiguous in a way that cannot be resolved, and they are inconsistent (which I infer to mean inconsistent with paragraphs 30(a) and (b)); and
(b)are likely to cause prejudice, embarrassment or delay in the proceedings, and this has case management implications because the respondents’ lawyers would need to take inconsistent instructions because it is unclear whether the respondents are required to meet a case about estimated fit out costs or reasonable actual suppliers’ costs.
Applicants’ submissions
The applicants summarised the effect of paragraphs 30 of the proposed substituted statement of claim in their reply submissions:
Paragraph 30 of the Substituted SOC pleads that on a proper construction of the Franchise Agreement, particularly by reference to clause 9B.3(b) and Item 20, the Fit Out Costs payable by Coco Panda were only to be for reasonable actual suppliers’ costs and that Shingle Inn Franchising was obliged to account to Coco Panda for the actual suppliers’ costs for the Fit Out.
At the hearing, Counsel for the applicants confirmed that the plea of proper construction in paragraph 30 of the proposed substituted statement of claim is by reference to clause 9B.3(b) and Item 20.
The applicants also submitted that:
(a)the plea of construction at paragraph 30 is one of law, and argument in support of a construction is a matter for submissions rather than pleadings;
(b)the material facts are pleaded, namely, the entry into the Franchise Agreement (paragraph 28 of the proposed substituted statement of claim), the terms of the Franchise Agreement, namely clause 9B.3(b) and Item 20 (paragraph 30 of the proposed substituted statement of claim), and the agreement that the first respondent would arrange the fit out (paragraph 31 of the proposed substituted statement of claim);
(c)paragraph 30 of the proposed substituted statement of claim raises an arguable case as to the proper construction of the Franchise Agreement and the proposed substituted statement of claim is not futile or of doubtful merit;
(d)if the respondents disagree with the applicants’ construction of the Franchise Agreement, they may plead an alternative construction in their defence.
Counsel for the applicants submitted at the hearing that paragraph 31 of the proposed substituted statement of claim completes what the applicants say occurred and refers to conversations that took place in 2018 where it was agreed that the first respondent would arrange the fit out of the premises in accordance with the operations manual, and that this related to the words ‘unless otherwise agreed’ as pleaded in paragraph 30(a) of the proposed substituted statement of claim. Paragraphs 30 and 31 together were said to form the basis of the relevant relief claimed. Counsel for the applicants also confirmed at the hearing that they are not relying on any implied term, and that their construction argument is based on the express terms of the Franchise Agreement.
Counsel for the applicants submitted that when the relevant paragraphs are read together, there is no ambiguity. In relation to the difference between estimated fit out costs referred to in paragraph 30(b) and reasonable actual suppliers’ costs referred to in paragraphs 30(c) and (d), the applicants submitted that the clauses required the first applicant to pay the estimated costs but ultimately, the obligation would be only to pay the reasonable actual suppliers’ costs.
Resolution regarding paragraphs 30(c) and (d)
Despite some hesitation, I have decided to grant leave to the applicants to file the proposed amended statement of claim inclusive of paragraphs 30(c) and (d).
In my view, the proposed substituted statement of claim might have been drafted in a way that more clearly put the respondents on notice of the case that they are required to answer. In particular, it is not immediately apparent on the face of the proposed substituted statement of claim that the applicants rely on clause 9B.3(b) and Item 20 of the Franchise Agreement to support their proper construction argument in respect of the agreements pleaded at 30(c) and (d). However, when the paragraphs of the proposed substituted statement of claim that are extracted above are read as a whole, I am satisfied that the applicants’ case is clear enough that it is appropriate to allow the proposed substituted statement of claim to be filed with those paragraphs included.
The applicants have confirmed that they are not relying on any implied term to support the asserted agreements pleaded at paragraphs 30(c) and (d), and they accept that if they were relying on an implied term they would need to plead material facts and sufficient particulars to support the contention that the alleged term is reasonable and necessary to give business efficacy to the contract: BP Refinery (Westernport) Pty Ltd v Hastings Shire Council (1970) 180 CLR 266. Although I have expressed concern in the preceding paragraph that paragraphs 30(c) and (d) do not expressly refer to any express terms of the contract, I do acknowledge that clause 9B.3(b) and Item 20 are the only clauses referred to in paragraph 30 of the proposed substituted statement of claim and it might be inferred from this that there are no other express terms relied on by the applicants.
The material facts that the applicants say they rely on to support the pleading at paragraphs 30(c) and (d) are, as indicated above, the entry into the Franchise Agreement, the express terms of the Franchise Agreement, in particular, clause 9B.3(b) and Item 20, and the agreement that the first respondent would arrange the fit out. These material facts are all pleaded in the proposed substituted statement of claim. In reply submissions, Counsel for the applicants submitted that the agreement that the first respondent would arrange the fit out, as pleaded at paragraph 31, arises from the clause pleaded at paragraph 30(a) and that is where the obligation to account for reasonable actual suppliers’ costs arises. There is no indication that the applicants rely on any material fact other than those identified, or any express term of the Franchise Agreement other than those identified in the proposed substituted statement of claim.
If it transpires that, in advancing their proper construction argument, the applicants rely on any additional material facts or terms of the Franchise Agreement that are not included in the pleading, the applicants risk the Court refusing to allow them to present a case at the hearing which is outside the terms of their pleading. This is made clear by the note at r 16.45 of the Federal Court Rules which reads:
The intent of the pleading rules is that a party should include all material facts in its pleadings as initially filed so that there is no unfairness to another party by any lack of particularity. If the party has not done so, the Court may at trial refuse to allow the party to present a case that is outside the terms of their pleading.
While I acknowledge the respondents’ submissions to the effect that paragraph 30(b) deals with estimated costs of the fit out and paragraph 30(c) deals with an obligation to pay reasonable actual suppliers costs, the inclusion of terms in an agreement to the effect of those terms asserted in both 30(b) and 30(c) does not necessarily give rise to inconsistency. The Franchise Agreement is not yet in evidence, so I am at some disadvantage compared to the parties, who have the benefit of being able to interpret the proposed substituted statement of claim in the light of the terms of the Franchise Agreement referred to in the pleading. However, as a general proposition, there is nothing inconsistent with a party to a contract being required to pay estimated costs upfront, while at the same time ultimately having an obligation to pay the actual costs. Likewise, an assertion that the first respondent was obliged to account to the first applicant for the actual suppliers cost of the fit out does not necessarily give rise to any inconsistency with the general obligation referred to in paragraph 30(a) of the proposed substituted statement of claim that the first applicant will arrange the fit out, particularly in circumstances where the Franchise Agreement allows for a different arrangement to be agreed and in circumstances where there seems to be an obligation on the first applicant to pay the first respondent in respect of at least the estimated fit out costs. I therefore do not accept, based on the limited submissions on this issue at the hearing, that paragraphs 30(c) and (d) would be likely to be struck out for ambiguity that cannot be resolved or inconsistency.
I do not consider that any case management considerations would cause it to be inappropriate to allow the proposed substituted statement of claim to be filed inclusive of paragraphs 30(c) and (d). I acknowledge that the respondents may not at this stage be aware of the legal arguments that the applicants propose to advance in support or their proper construction submission. However, legal arguments do not generally need to be included in the pleadings. I also acknowledge that the respondents may need to take additional instructions that they may not otherwise have been required to take, but it is not clear that this would be unreasonably onerous.
I accept the applicants’ submission that if the respondents do not accept that the proper construction of the express terms of the Franchise Agreement, when read with the fact pleaded at paragraph 31, give rise to the agreements pleaded in paragraphs 30(c) and (d), it is open to them to deny that construction in their defence.
Finally, while I have decided to grant leave to the applicants to file the proposed substituted statement of claim inclusive of paragraphs 30(c) and (d), and have expressed the view that the material facts relied on by the applicants have been pleaded, I acknowledge, based on the submissions advanced at the hearing, that the respondents may wish to seek further and better particulars. Nothing in these reasons should be seen as limiting in any way any right that respondents may have to seek further and better particulars if they are still unable to properly understand the case they have to answer.
Costs in relation to the amendments and the application in a proceeding
In their submissions on costs, both parties have drawn a distinction between costs thrown away by reason of the amendments and costs of the application in a proceeding. The respondents submit, and the applicants accept, that the applicants should pay the respondents’ costs thrown away by reason of the amendments to the application and the statement of claim. I agree that this is appropriate and I make an order to give effect to this.
The application in a proceeding was filed following communications and negotiation between the parties about the proposed substituted statement of claim. As a result of the position that the respondents took in relation to paragraphs 30(c) and (d), the applicants had to file the application in a proceeding to seek leave to file the proposed amended application and the proposed amended statement of claim. While I can appreciate why the respondents took the position they did, there does not seem to be any reason why costs should not follow the event in relation to the application in a proceeding. As the respondents were unsuccessful in the application in a proceeding, I will order that they pay the applicants’ costs of that application.
Strike out application
The strike out application was listed for mention at the same time as the hearing of the applicants’ application in a proceeding. Given that I have granted leave to the applicants to file a substituted statement of claim, the respondents’ strike out action has now been superseded by subsequent events. The respondents accept that their strike out application should be dismissed because of the grant of leave to file the substituted statement of claim, but seek the costs of that application.
I am satisfied that it is appropriate that the applicants pay the respondents’ costs of the strike out application. The applicants accepted that the original statement of claim had defects, but had not rectified those defects prior to the filing of the strike out application. I do not accept the applicants’ submission that the strike out application was premature, taking into account general case management principles and the benefits of finalising pleadings in a timely manner.
Conclusion
For the reasons given, I will make orders which have the effect of:
(a)granting leave to the applicants to file the proposed amended application and the proposed substituted statement of claim inclusive of paragraphs 30(c) and (d);
(b)dismissing the respondents’ strike out application;
(c)requiring the applicants to pay the respondents’ costs thrown away by reason of the amendments to the application and statement of claim;
(d)requiring the respondents to pay the applicants’ costs of the application in a proceeding seeking leave to file the proposed amended application and the proposed substituted statement of claim; and
(e)requiring the applicants’ to pay the respondents’ costs of the strike out application.
I certify that the preceding forty-three (43) numbered paragraphs are a true copy of the Reasons for Judgment of Judge Ladhams. Associate:
Dated: 24 January 2023
SCHEDULE OF PARTIES
PEG 129 of 2022 Applicants
Fourth Applicant:
ZHENG (ALLY) XU
Fifth Applicant:
GANG (SAM) WANG
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