Commissioner for Consumer Affairs v Pitt

[2021] HCATrans 209

[2021] HCATrans 209

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry
  Adelaide  No A21 of 2021

B e t w e e n -

COMMISSIONER FOR CONSUMER AFFAIRS

Applicant

and

ZANE ANTHONY PITT

Respondent

Application for special leave to appeal

GAGELER J
GORDON J
STEWARD J

TRANSCRIPT OF PROCEEDINGS

AT CANBERRA BY VIDEO CONNECTION TO SYDNEY AND MELBOURNE

ON FRIDAY, 3 DECEMBER 2021, AT 1.28 PM

Copyright in the High Court of Australia

GAGELER J:   In accordance with the protocol for remote hearings, I will announce the appearances of the parties.

MR M.J. WAIT, SC appears with MR B.L. GARNAUT for the applicant.  (instructed by Crown Solicitor’s Office (SA))

MS K.E. CLARK, SC appears with MS M.L. HAMLYN for the respondent.  (instructed by Brian Deegan Lawyers)

GAGELER J:   Yes, Mr Wait.

MR WAIT:   Thank you, your Honour.  The central point upon which this application rests is that these proceedings present a suitable vehicle for the further elucidation of the principles concerning the test for statutory unconscionability that divided this Court in the matter of ASIC v Kobelt. I propose to order my submissions as follows. First, I intend to briefly outline the factual background. Second, I will seek to explain how we say the Court of Appeal fell into error in discerning the applicable standards of unconscionable conduct to be applied, pursuant to section 21 of the Australian Consumer Law from the various reasons in Kobelt.  Then, I will seek to explain how the Court of Appeal fell into error in applying the relevant legal principles to the facts of the case.

If I can turn briefly to the facts.  In May 2012, Mr Pitt was an experienced real estate agent.  Mr Hartwig, a 70‑year old pensioner with limited education, no experience in relation to property or commercial transactions.  Mr Hartwig was suffering substantial financial difficulties and he wanted to move into a retirement home and the only way that he could do so was to sell his house which was his only substantial asset.  The property was subject to a mortgage, was in a state of disrepair and was valued at $260,000.  On 1 June 2012, following discussions with Mr Pitt, Mr Hartwig entered into an option agreement whereby Mr Pitt obtained an option to purchase the property for $200,000 at any time until 1 June 2016.

Mr Pitt also held an option to extend that agreement for a further year.  The only consideration that Mr Hartwig in fact received for entering into the option agreement was an initial fee of $250 and payment of one or two mortgage payments of $50 each.  The effect of the option agreement was that Mr Hartwig was at the whim of Mr Pitt for a period of up to five years as to whether his property would be sold at the fixed price of $60,000 less than its market value, as valued in 2012.

GORDON J:   Mr Wait, I understand why you are taking us through this but I had understood from your application that it was limited to the addendum.  In other words, you do not seek to contend now that any of that conduct is itself unconscionable but only from the addendum onwards, notwithstanding its context.  Is that right?

MR WAIT:   Your Honour, with respect, that is not quite the way we put it.  What we rely on is when it comes to the question of special disadvantage, we say that the question of special disadvantage we do not put as arising at an earlier stage than at the time the addendum agreement was entered into.

GORDON J:   I see.

MR WAIT:   Our case is not so fraught as to say that Mr Pitt was at a special disadvantage at the time he entered the initial option agreement.  That came later.

GORDON J:   Does that special disadvantage arise because at the time of the addendum he was already locked in, the price is reduced, and he was also in a rental arrangement with Mr Pitt?

MR WAIT:    That is right.  There were circumstances that arose because of the option agreement itself that we say are crucial to the special disadvantage case.

GORDON J:   While I have interrupted again, can I confirm that in addition to or as part of your relief you sought compensation orders?

MR WAIT:    Yes, we did.

GORDON J:   Thank you.

MR WAIT:    So following the entry into the auction agreement, Mr Hartwig leased the property to Mr Pitt for $100 a week and he moved into a property controlled by Mr Pitt paying rent of $250 a week. In early August, there was an adverse building inspection report which provided that the house would be demolished and the site redeveloped and following that unfavourable inspection report, Mr Pitt applied for the land to be subdivided.

Some time prior to 28 August, Mr Hartwig informed Mr Pitt that he now wanted to sell the property as soon as possible because  he needed $60,000 to move into a particular retirement village.  Mr Pitt said that he was not prepared to exercise the option at the agreed price at that time but that he would be prepared to exercise the option and move towards a sale as soon as possible if the price was dropped by a further $25,000.

On 20 August, Mr Pitt and Mr Hartwig entered the addendum agreement where they varied the purchase price to $175,000.  On the same day, Mr Pitt entered into a contract for sale, but importantly the contract for sale was not only subject to finance but it also had a settlement date of 1 June 2016, which was the end date of the option agreement itself.  On 5 December 2012, Mr Pitt obtained the approval for subdivision and on 20 December 2012, settlement took place and Mr Pitt’s daughter then proceeded to develop and sell the property for a profit.

If I can then move on to the test for statutory unconscionability that was applied by the Court of Appeal.  If I could ask the Court to take up the Court of Appeal’s reasons, which commence from page 88 of the special leave book, at paragraph 121 the Court of Appeal commences its consideration of the test for statutory unconscionability.  From paragraph 130, the Court of Appeal considers this Court’s decision in Kobelt, and at paragraph 133 the Court of Appeal notes that – that is at the top of the page – notes that the Court in the decision in Kobelt:

split four to three on the application of the facts to the relevant principles –

And then notes halfway through that paragraph that:

Unfortunately, the various judgments of the Court also took slightly differing approaches to the principles governing a finding of statutory unconscionability –

The Court of Appeal goes on to discuss the various approaches of the members of the Court in Kobelt, and then at paragraph 152 the court addresses its approach to statutory unconscionability in light of the decision in Kobelt, and we can see in the body of paragraph 152 there is a block quote from the decision of the Court of Appeal of Victoria in the Jams 2 matter, and four lines into that block quote, the members of the Court of Appeal of Victoria group together the approaches of Justices Gageler, Nettle, Gordon and Edelman in the Kobelt decision, and suggest that they articulate a consistent view as to the relevant standard to be applied.

Now, at paragraph 153, the Court of Appeal, in our respectful submission, correctly notes caution about that approach because, for reasons I will come to in our submission, Justices Gageler, Nettle, Gordon and Edelman cannot be grouped together in a sensible way in the manner suggested by the Victorian Court of Appeal.  But, in any event, the South Australian Court of Appeal proceed, at the top of the following page, to draw a distinction between aspects of the reasoning from the reasons in the various judgments in Kobelt relating to two issues, the framework for analysis and the normative standard to be applied.

From paragraph 154 to 161, the Court of Appeal considers a framework question, that is, whether the statutory unconscionability requires the two steps demanded by equity, and then at page 162 the Court turns to consider the different aspects of the reasoning, namely that of the normative standard to be applied.  The court, with respect, correctly, in our view, notes that Justice Edelman supported a different standard to that demanded at equity, and also correctly notes that Justice Keane and Justice Gageler, in their respective reasons, did not support such a departure.

However, we do take issue with the manner that the Court of Appeal dealt with the two joint judgments in Kobelt.  Paragraph 50 of the reasons of Chief Justices Kiefel and Bell expressly reserved consideration to a case where the issue has been squarely raised and argued about whether or not there should be any lowering of the bar, to pick up a phrase adopted by Justice Edelman.  As to the joint judgment of Justices Nettle and Gordon, we consider that a difference between their Honours’ approach, and the conclusion reached by Justice Gageler, is appreciable.  And we can see that the test as finally formulated by Justice Gageler is set out at the bottom of paragraph 163, in the Court of Appeal’s reasons, where they say the question:

involves an evaluation of whether the impugned conduct is so far outside societal norms of acceptable commercial behaviour as to warrant condemnation as conduct that is offensive to conscience

GAGELER J:   Mr Wait, if we just take up for a moment, would you say that you win on that test, or do you need to lower the bar to win?

MR WAIT:   Our alternative case is that we win on the high test.  Our primary case is that we win on the lower bar.  And our primary case is that if the bar is lowered, with respect, adopting a different approach to that of your Honour in Kobelt and picking up and seeking to make good Justice Edelman’s conclusion, our primary case is the lower bar is the test and that we jump it, but that if we are wrong about that, that we still contend that we would jump the higher bar too.

GAGELER J:   What is it about the facts of this case that brings out that difference that makes it important to the outcome?

MR WAIT:   Well, your Honour, it needs to be conceded that there are factors, if one works through the section 22(2) factors that the statute requires that consideration be given to that run in both directions in this case, so this, we would accept, is not of the most egregious type of unconscionable conduct that can be discerned from the cases.  We nonetheless say that this is a high level of moral obloquy ‑ whether that phrase itself is particularly useful ‑ and there really are a series of different factors that feed into that qualitative assessment.  Perhaps I might come back in a moment, your Honour, when I am addressing the aggressively point two of application of the facts to the standard.

GAGELER J:   Well, you can, Mr Wait, but you have got 20 minutes to present this application, you know.

MR WAIT:   Yes.  Your Honour, I will move then very quickly to finalise the submission that we make on the standard before we move into those factual matters.  But if I could then quickly note that we see the standard referred to from your Honour Justice Gageler’s judgment at the bottom of paragraph 163.  We say that there are some important distinctions between that standard and the approach articulated by Justices Nettle and Gordon.

If I could take your Honours to paragraph 152 of the Kobelt decision, that is the joint judgment of Justices Nettle and Gordon, and we see an approach that we say does not adopt the high standard endorsed by Justices Keane and Gageler.  It is paragraph 152, and then the last line at the bottom of that page, the last three lines:

what is involved is an evaluation of business behaviour . . . in light of the values and norms recognised by the statute.

And then if I come over to paragraph 234, we see:

a normative standard of conscience which is permeated with accepted and acceptable community standard.  It is by reference to those generally accepted standards and community values that each matter must be judged.

Now, just coming back to the Court of Appeal’s reasoning, if we go then over to paragraph 165, we see another block quote from a decision of the Full Federal Court in the Quantum Housing matter, and we see there a suggestion by the judges of the Full Court that we say supports the approach of Justices Nettle and Gordon and Edelman but also lends support to the view that there is a distinction to be drawn between the approaches between the judgments in Kobelt.

Despite setting out what we say is a careful passage of reasoning in paragraph 165, the Court of Appeal goes on and confirms the, what I might call a stringent standard articulated by Justice Gageler, and over the page concludes that the:

standard should be seen as reflecting the gravity of the equitable conception of unconscionability.

That is where we say the Full Court has fallen into error.  For the purposes of this application, we say we do not need to demonstrate the correctness of the stringent standard or the lower standard, the low bar, or indeed, precisely whether Justices Gordon and Nettle should be called in aid of the low bar.  The submission we make is that it is clear from the reasoning of the Court of Appeal that there is some confusion on these issues that would greatly benefit from some clarity from the High Court.

If I can then turn to some of the pertinent facts and errors that we say the Full Court has fallen into.  Firstly, we say that they have applied for the reason that I have already put – the incorrect normative starting point.  Secondly, we say that there was an important error that the Court of Appeal fell into which is – perhaps the best way of articulating that is to take the Court to paragraph 245 of the Court of Appeal’s reasoning.  The submission that has been put was that Mr Hartwig gained no material advantage by entering into the addendum agreement.  We can see that submission is recorded at paragraph 245.

At paragraph 246, the Court of Appeal expressed two difficulties with that submission.  Firstly, they say that:

Mr Hartwig was very keen to pursue a position at a particular retirement village.  However, he was not able to do so without Mr Pitt exercising the option to buy the Property ‑

That statement is, in itself, not incorrect but we say is an incomplete articulation of the contextual circumstances because the only reason that Mr Hartwig was unable to sell his house on the open market at that time for the $260,000 figure that he had been found to represent is that he had been locked in to the extraordinarily long terms of the option agreement.

Secondly, the Court of Appeal said that on Mr Pitt’s evidence, Mr Hartwig received an assurance from Mr Pitt that he would exercise the option to purchase a property.  It may be accepted that the addendum and the contract for sale entered into on the same day might be taken together but it was the subject of finance and the settlement date of 1 June that really robbed the addendum agreement of any benefit to Mr Hartwig.  That was particularly so in light of the evidence recorded at paragraph 45 – that he could not obtain finance.  Therefore, we say, Mr Pitt obtained control over whether or not to settle on that transaction at all times.

In an attempt to answer more directly your Honour Justice Gageler’s question, the submission that is put against us is that the facts taken

altogether in this case do not amount to unconscionable conduct at any threshold test.  Our submission is the converse of that, which is that the facts taken together and all the circumstances demonstrate unconscionability on any test.  We say that this case is, therefore, peculiarly an appropriate way of testing that the middle ground that Kobelt – the middle ground between the positions that have been expressed by the divergent judgments in Kobelt.  

Finally, your Honours, as to our third ground of appeal, we say that applying the narrow test of unconscionability Mr Hartwig was indeed under a special disadvantage.  We have put our reasons for that in writing.  We are happy to rely on.….for that point.  Unless your Honours have any questions ‑ ‑ ‑

GAGELER J:   Thank you, Mr Wait.  Ms Clark.

MS CLARK   If the Court pleases.  The Court has recently heard, back in October, the appeal from the Victorian Court of Appeal in Stubbings.  It is our submission that, to the extent that some of the tensions in the reasoning in Kobelt will resolve this point of principle about whether the statutory test imports the equitable degree of gravity of conduct, if Stubbings resolves that question then there is nothing special in the case of Pitt that would warrant a grant of special leave if the Court is of the view that Stubbings would resolve that question.  Even though the facts are different, it is our submission that that is likely to be part of the reasoning in the Stubbings decision.

The Crown puts their case against our client at three different levels. First of all that they succeed on the old, strict and narrow equitable test, that they succeed again on the test that has been elucidated by our Court of Appeal and in particular in paragraphs 163 and 166 that Mr Wait took you to.  They also say they succeed in the alternative were the Court to be convinced that there should be a lowering of the bar that would be to adopt and affirm the dissenting reasons of Justice Edelman in Kobelt.

The Court can see in that that there is a difficulty in selecting this case as the vehicle to test whether there is any statutory lowering of the bar because it is their third alternative position and is quite different, in our submission, from the way in which the trial was run in the Magistrates Court.

So whilst we accept that this question of whether Justice Edelman’s reasoning would perhaps be embraced by a differently constituted Court could properly be a matter that warrants this Court’s attention, it is not the best vehicle to do so in circumstances where, in the court on the appeal, the Commissioner is maintaining that special disadvantage was properly made out as one of their grounds of appeal.

In our submission, that first ground of appeal does not have good prospects of success, that is because both the magistrate at first instance and the justices of the Court of Appeal in South Australia were satisfied that even though Mr Hartwig was in a position of vulnerability, it was not at the level of the old‑fashioned special disadvantage.  He was capable of making a decision to protect his own interests, and feeding into that decision was the evidence that Mr Hartwig gave about why he executed the addendum agreement and that was, in his words:

‘Just to hasten the sale’ and ‘so I can get the money’. 

There was also a lack of evidence from Mr Hartwig himself that suggested he could not understand the basic elements of the option agreement and the addendum, even though they were obviously different to a straightforward sale.  It is worth remembering, in our submission, that although Mr Hartwig had a gambling problem, that was never part of the Commissioner’s case on special disadvantage, or even on the broader test, because it was always accepted by the Commissioner that my client did not have any knowledge of that gambling problem.  And our submission is that in the absence of any factual challenge to those findings about the state of Mr Hartwig’s understanding and his particular motives for entering into the addendum, that the first ground of appeal is unlikely to succeed.

The second ground that is proposed by the Commissioner is merely to reweigh all of the statutory factors in section 22 and ask this Court to come to a different end result, which, in our submission, is not a meritorious ground of appeal.  Having said that I do accept that were the Court to grant leave in relation to the point of principle – to call it that – on the third ground, then it probably would be necessary for the Court to hear argument on the second ground because of the need to revisit the whole evaluative exercise.  But it is the third ground, in our submission, that we say is the only one that could raise a proper point for special leave and we say that is only to the extent that it is not going to be dealt with adequately by this Court’s decision in the Stubbings matter. 

Mr Pitt’s submission will be that the Court of Appeal has got the analysis correct, particularly in paragraphs 162 through to 166 of their reasons for judgment, which are in the application book at pages 129 through to 132, and that is essentially to adopt Justice Gageler’s statements in Kobelt, and they have been routinely applied in the intermediate courts of appeal now, in particular the quote about considering whether the conduct is so far outside of societal norms of acceptable commercial behaviour as to warrant that conduct as being offensive to conscience.  That standard should be seen as reflecting the gravity of equitable conception, otherwise, obviously, there is a risk that regulators and parties will be able to easily unwind commercial transactions which would otherwise be lawful.

That is consistent, in our submission, with what the Full Court of the Federal Court has said in the Quantum Housing decision, in particular at paragraph 92, that there must be something that is a sufficient departure from what is right commercial behaviour, and so also to take into account that of course there are pecuniary penalties that are sought that suggest that the gravity must be an important consideration.

Our Court of Appeal in South Australia did, in this case, group the relevant considerations by reference first of all to vulnerability and disadvantage on the part of Mr Hartwig, and then second of all about whether or not there was any exploitation or taking advantage of that position by Mr Pitt.  But they were also clear that that would not be the approach taken in every single case.  They said that in paragraph 161 at application book page 129, and they did it in that way because, similar to Kobelt, that was consistent with the way in which the regulator had run this case.

In our submission, this was a very fact‑specific once‑off transaction.  I am aware, of course, that all of the unconscionability cases are fact‑specific, but in our submission, this one in particular does not ask the Court to look at a type of transaction that is widely being used in the community, unlike, say, the book‑up example in Kobelt, and also asset‑based lending in Stubbings.

Those types of transactions are prevalent in the community, whereas the “We Buy Houses Strategy”, which our client was trying to use in his transaction with Mr Hartwig, that fell foul of an action by the ACCC and the company by that name, and its founder Mr Otton faced a penalty, and as a result of that this particular style of transaction is no longer prevalent.  So we say that that is one reason why there is no particular community need to look at this very fact‑specific situation and also ‑ ‑ ‑ 

GAGELER J:   Ms Clark, can you explain on what basis it fell foul of the attention of the ACCC?

MS CLARK:   The “We Buy Houses Strategy” was an education system where Mr Otton gave seminars and also one‑on‑one training to people, including our client, to teach them this option strategy to acquire real estate that might be very difficult to sell in normal circumstances, and it was found to be misleading and deceptive, in contravention of the consumer law, and a penalty was applied both to their corporation and, I think, to Mr Otton personally.  That was resolved back in 2018.

I am not sure to what extent the Crown still presses for a grant of leave on the visitation case basis.  It was raised in the reply – our submissions at paragraph 1, although I did not hear Mr Wait say anything in his oral submissions about that.  It does not require – depending on whether you count this as the fourth time – a fourth or a fifth revisiting of this particular matter – in our submission, it is not a case of miscarriage of justice if the Commissioner does not get the opportunity he seeks, which is a remittal to the Magistrates Court to seek the imposition of a penalty and then, in addition, compensation.

Justice Gordon asked, I think, a question at the beginning about, would they seek a penalty, I think the answer is yes, and, in our submission, the amount of that penalty would likely be $25,000, being the difference between the original option price of $200,000 and the addendum price which was $175,000.

And, of course, our Magistrates Court in South Australia has a jurisdictional limit of $100,000, so the maximum the Commissioner could seek in combination of compensation and penalty would be that.  To put that into some context of the profit that was ultimately generated through my client’s daughter’s family trust, it was in the magnitude of about $53,000 about two and a half years down the track after the property had been redeveloped.

But it is important to remember that the goals that Mr Hartwig had in mind were one, to sell his house, two, to pay off the mortgage that he had with a bank, and three, to buy into a particular retirement village, and he did achieve all of those goals within a relatively short time of the addendum agreement being executed.

So yes, I accept, of course, that he had less money left over at the end of the exercise, but it is not a case where the outcome of the transaction was a complete disaster for Mr Hartwig and so, it was a proper concession for the Commissioner to make this that, even if they are correct, this could never be seen as the worst – at the worst or most egregious end of unconscionable conduct.

There are a couple of additional facts that I would ask the Court to take into consideration other than those raised by my learned friend.  The $260,000 valuation of the property was obtained in the course of the litigation in the Magistrates Court.  It was not known to either Mr Pitt nor Mr Hartwig that the property had a valuation of that much, in fact, both of them gave evidence that they had thought it was – I think Mr Hartwig’s was 200 to 225,000, and my client thought it was even less than that, and it was also the case that the house was advertised in a range that would cover the $260,000 but of course no buyer was found when that occurred.

In terms of whether Mr Hartwig did gain some benefit from signing the addendum, the Commissioner seeks to have this Court overturn the findings at paragraphs 245 through to 247 of the Court of Appeal.  In our submission, that was the correct way to view the overall circumstances in the sense that, although there was nothing written into the contractual documents that obliged Mr Pitt to immediately exercise the option, and, of course, it was subject to finance, there was evidence which is not the subject of any challenge that his understanding was that he was required to exercise that option as soon as he could, and he gave Mr Hartwig an assurance to that effect.

And so it was correct, in our submission, for the court to conclude that, even if overall the transaction or the features of it favoured Mr Pitt, it was not a case that Mr Hartwig achieved nothing or got nothing out of the transaction.  Indeed, it was Mr Hartwig who came to my client, who wanted to renegotiate on the basis to – he wanted to achieve a sale sooner than had been planned in order to buy into this particular retirement village.

There have not, in our submission, been any inconsistencies in the intermediate courts of appeal in applying the decision in Kobelt.  I accept that amongst the legal academics there may be some angst in reconciling the different reasons that were given but the only two instances where there has been any significant consideration have been the two of Stubbings and now the Court of Appeal in Pitt.

In all of the other cases, the courts have not been required to reconcile those differences and have, as I have mentioned, generally adopted Justice Gageler’s wording from paragraph 92 of Kobelt.  So it is certainly not an instance where we would accept that there is confusion at that level.

Although it is not precisely the point that the Commissioner is seeking to advance in this case, it is also fairly clear, at least at the level of the Full Federal Court, that on the current state of the law exploitation of a pre‑existing vulnerability or disadvantage is not an essential element of statutory unconscionability.  That, I think, comes from Quantum but more recently the Full Federal Court has confirmed that.

So, for all of those reasons, namely, the fact that this was never, at least in the primary case by the Commissioner, one where they sought to prove unconscionability at a lower bar but also because they still wish to maintain the special disadvantage ground, together with the very fact‑specific one‑off nature of the transaction means that this does not

present to the Court an ideal opportunity to revisit whether what Justice Edelman said in Kobelt can gain further support.  We would say that even more so if it is the case that the Court considers the decision in the Stubbings and Jams 2 appeal, we would give litigants some clarity around that issue.  If the Court pleases.

GAGELER J:   Thank you, Ms Clark.  Mr Wait, do you have anything in reply?

MR WAIT:   Just three short points.  We accept that if this Court was to address the issues that we seek to raise on this appeal in the Stubbings appeal, then that would detract from the force of our application.  But, our review of the written submissions and the transcript in the Stubbings appeal would indicate to us, at least, that the issues that we do seek to ventilate now were not the subject of comprehensive submissions in that appeal, therefore we see this as being the best opportunity to agitate those issues. 

Secondly, it was suggested that this is not a good vehicle because the case was run on a narrow basis before the magistrate.  That submission was made by Mr Pitt before the Court of Appeal, but it was directly countered and rejected by the Court of Appeal at paragraph 172, where they said that, in fact, the case run by the Commissioner before the magistrate had been done on both the narrow and broader test.

Thirdly, my friend spent some time on the submissions about the prospects of success of the first ground of appeal relating to special disadvantage.  We accept that that is almost definitionally the weakest part of our case because that is applying the stringency of an equitable approach to the question of special disadvantage which is, notably, a high threshold test.  In any event, that submission does not address what I have described at the outset of our submission.  It is the central plank of this application which is an opportunity to consider the normative standard and the differing approaches in Kobelt.

The fact that this matter is fact‑specific, we say – as my friend rightly acknowledged – it cannot, in itself, speak against the grant of leave where the authorities are consistent in acknowledging that cases of low conscionability will always, and invariably, turn upon a close factual analysis of a specific nature.  Those are the submissions for the Commissioner. 

GAGELER J:   Thank you.  We will adjourn momentarily to consider the course we will take. 

AT 2:07 PM SHORT ADJOURNMENT

UPON RESUMING AT 2.15 PM:

GAGELER J:   We are not persuaded that the present case presents as a suitable vehicle for the High Court to engage in any general consideration of the approach to be taken to section 21 of the Australian Consumer Law.  Special leave to appeal is refused with costs. 

The Court will now adjourn.

AT 2.16 PM THE MATTER WAS CONCLUDED