Dempster v National Companies and Securities Commission

[1993] HCATrans 259

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IN THE HIGH COURT OF AUSTRALIA

Office of the Registry

Perth No P9 of 1993

B e t w e e n -

DALLAS REGINALD DEMPSTER

Applicant

and

NATIONAL COMPANIES AND

SECURITIES COMMISSION

Respondent

Application for special leave

to appeal

MASON CJ
DEANE J

GAUDRON J

Dempster 1 27/8/93

TRANSCRIPT OF PROCEEDINGS

FROM PERTH BY VIDEO LINK TO CANBERRA

ON FRIDAY, ~7 AUGUST 1993, AT 10.41 AM

Copyright in the High Court of Australia

MR R.J. ELLICOTT, QC:  May it please the Court, I appear

with MR A.S. HODGE, for the applicant. (instructed

by Clayton Utz)

MR C.L. ZELESTIS, QC:  May it please the Court, I appear

with my friend, MR T. LAMPROPOULOS, for the

respondent. (instructed by J.R. McKechnie, QC,

Director of Public Prosecutions, Western Australia)

MASON CJ: Yes.

MR ELLICOTT:  Your Hon9urs, in this matter the application

raises a number of significant issues, indeed, five

or six significant issues, each of them, we submit,

can be regarded as a matter of public importance.

Each of them relates to the interpretation or the

application of the Companies Code which is still,

notwithstanding the Corporations Law, relevant to

proceedings that are still on foot around the

States, and I think the Chief Justice of Western

Australia indicated that in his judgment, and each

of them is a matter that, if decided in our

client's favour, would lead to the result that the

charges against him would not lie. In one

particular case it would lead, in certain events,

to the elucidation of the principles which should

apply in relation to the trial of the matter,

should it proceed, but that would only be right at

the end of the submissions being rejected that we

would be putting.

Your Honours will know that - perhaps

Your Honours do not know - the States have been

advised of this application by the Director of

Public Prosecution; both on the bases that it

raises questions of significance of construction
and also on the basis that it raises some

potentially significant constitutional issues.

Needless to say, those constitutional issues do not

arise if the interpretation for which we contend is

correct.

We have, yesterday, filed an outline of our submissions, and having in mind the nature of the

judgments appealed from, the complexity of the

points involved, it is not easy to encapsulate them

within a short period of time. We have done our

best in that outline to indicate the issues and

also, I trust, to indicate the fact that in each

case the matter is clearly arguable.	But may
I - - -

MASON CJ: Could I ask you this question? When you say you

have given notice to the States of questions of

interpretation and constitutional questions, does

the notice take the form of a 78B notice in

relation to the constitutional questions, or not?

Dempster 2 27/8/93

MR ELLICOTT:  No, it takes the form of a letter - and r will

hand Your Honours a copy - to the Attorney-General

of each State, advising that the matter raises

directly the question of the extraterritoriality of

the Companies Codes and the inter-relationship

between the codes. The application may also raise

more general questions as to the power of the

States and territories to legislate for the peace,

order and good government beyond their geographic
boundaries. It may also affect the arrangements
whereby the Corporations Law has been enacted in
several States and territories. That is the basis.

It is not in the form of a section 78B notice, but

obviously the director felt it proper to give that

notice and, of course, it is one that we would say
was properly and appropriately given because of the

nature of the issues.

DEANE J:	Mr Ellicott, looking at the submissions, it has
just struck me that I am apparently not

understanding one aspect of the application.	Can
you tell me how 1.3 and 2(b) fit together?

MR ELLICOTT:	Your Honour, the aspect that 1.2 raises, of course, is that our client has been charged with
counselling and procuring, et cetera, and that is
under the West Australian Code, and under that
provision it is provided, and one needs to go to it
to understand this.  Your Honours will find it set
out at page 59 of the appeal book:

"A person who aids, abets ..... the

commission of an offence against any relevant

Code shall be deemed to have committed that

offence and is punishable accordingly."

DEANE J: Yes, I follow that.

MR ELLICOTT:  Now, any relevant code, we would say, under

that section, of course, refers to any relevant

West Australian Code, it is not referring to the

Queensland Code. Now, that being so, there is a

difficulty, and a real difficulty we submit, that

lies in the path of the Crown in relying on a

section which relates to the West Australian Code

and also on a section which relates to a West

Australian company in order to found a charge against our client in relation to actions taken

with respect to a Queensland company. Now, that

conundrum, or that difficulty, arises because of

the provisions of section 568, and if I could, very

quickly, take Your Honours to that - - -

DEANE J:  I have not made my problem clear; 1.3 says the

section 129 of the

applicant has been charged under section 568 of the procuring offences against

Dempster 27/8/93

Queensland Code, but against section 129 of the

Western Australia Code.

MR ELLICOTT: Yes, well, that is right.

DEANE J: Well then, how does that raise the question

whether section 129 of the Queensland Code applies

to acts done by your client in West Australia?

MR ELLICOTT: Well, Your Honour, for this reason,

section 129 depends on there being a contravention

by the company, that is Rothwells, and it is agreed

that - the respondent agrees and we agree, it is

not in debate - in order to succeed in these

charges it has to be established that section 129
of the Queensland Code operates extraterritorially

so that Rothwells, if it did certain things in

Western Australia, was in breach of the Queensland

Code. That is how the extraterritoriality of

section 129 operates - - -

DEANE J:  I could follow that if your client was charged

with counselling a breach of the Queensland Code,
but it says he ha~ been charged with counselling a

breach against section 129 of the West Australian

Code - - -

MR ELLICOTT: Yes, that is right.

MASON CJ:  And you have got to read that with section 568.

MR ELLICOTT: Yes, and the problem that we are positing

right at the beginning of our outline is the

difficulty that one has with the interpretation of

· 568, because there is no doubt that 560 both and

129 are limited in their application to - that is,
129 and 560, with respect of which we are charged,

in conjunction with 38 of the interpretation code -

are limited in their application to West Australian

companies. No question about that.

MASON CJ: That is common ground, is it?

MR ELLICOTT: That is common ground. It is not only common

ground, the word "company" in each code is defined

as referring to a company incorporated in Western

Australia or Queensland, as the case may be.	When
one comes to 568, it has certain peculiarities
about because it says:

"If a person does or omits to do an act or

thing in the State -

in this case Western Australia

and that person, if he had done or had omitted

to do that act or thing in another State -

Dempster 27/8/93

Queensland -

or in a Territory, would have been guilty of

an offence against a provision of a law in

force in that State -

section 129 of the Queensland Code, or section 560

of the Queensland Code -

or Territory that corresponds with a provision
of this Code, that person is guilty of an

offence against that provision of this Code."

So it is seeking to make them liable for an offence

against a provision of the West Australian Code

that does not apply -

GAUDRON J: But does it do any more, though, than make the

provisions of the West Australian Code apply to

companies, although not incorporated in Western

Australia?

MR ELLICOTT:	No, what it is doing is to make it an offence against this code, and this code, in the relevant sense, is only applying to West Australian
companies. The words "that corresponds with a
provision of this Code" need to be analysed to
determine whether all the sections intending the
reader to look at are sections that have the same
words as they would have, or whether, in addition,
they must have the same effect. Section 129 of
Queensland, and section 129 of Western Australia,
do not have the same effect because - and it is
very material - one applies to Queensland companies, the other applies to West Australian
companies.  The same with 560. We say right at the
outset there is a question of interpretation.
MASON CJ:	You say the two sections do not correspond?

MR ELLICOTT: They do not correspond. Otherwise it produces

an absurdity that somebody is being charged with an

offence against a code in respect of which they

could not possibly be charged because it is an

offence related to a Queensland company and they
are charged with an offence in relation to a West

Australian company. That is an absurdity, we say,

and that could never have been intended.

Section 568 is also important on the

extraterritorial question because it says - and one

wonders why they needed to say this unless the

sections were not intended to have an

extraterritorial effect:

Dempster 27/8/93

if he had done or had omitted to do that act

or thing in another State or in a Territory,

would have been guilty -

That phrase would not have been necessary in 568 if

section 129 or similar sections had been intended

to operate extraterritorially. Your Honours might

ask what is this section doing? Its headnote is

Reciprocity. One assumes that what it is trying to

do is to ensure that another State will enforce its

laws where they correspond in the sense that I have

submitted in circumstances where the primary State,

if I can call Queensland a primary State, has

provisions which must be restricted to Queensland.

Your Honours will be familiar with the fact

that, for instance, the prospectus provisions

relate to corporations. The word "corporation" is

defined in this Act in all the codes as referring

not only to companies incorporated in the State but

wherever incorporated, including foreign companies.

Those provisions - and I can only develop this very

shortly - would have to be read down to make them

valid. You could not have a falsifying prospectus

in Guyana, for instance, just to make a simple

point. Under section 108 which is the prospectus

provision providing for an offence, you could not

have that, so you have to restrict it. The only

way of restricting it sensibly is to Acts within

the State.

What this section does is you have similar

provisions - I am talking now about the prospectus
provisions, and it is only an example - which can

apply to all companies. If you find that in one

State, for example Queensland, there is a company incorporated and it has issued a prospectus, the

relevant section is confined to Queensland but

there is also an offence in issuing a prospectus in

the other State, in this case Western Australia.

Section 568 would pick it up because corporation is

the same - it covers the same field, it corresponds in that sense - and enable Western Australia to act	in aid or reciprocally in relation to the
enforcement of prospectus provisions, for example
against the Queensland company. That is the
purpose of it. I am concentrating on 568 because
really that is the starting point in all of this.

MASON CJ:  Mr Ellicott, I wanted to say to you that it did

seem to me one of the difficulties in this

application is whether the Court should grant

special leave in a proceeding at the stage this

proceeding is. You would be only too well aware

that generally speaking, with one or two
exceptions, the Court has declined to grant special

leave in relation to a decision reached at a stage

Dempster 6 27/8/93

of this kind. There has been at least one case in

the Federal Court where we refused special leave to

appeal in somewhat similar circumstances.

You have the differentiation here that you have got a particular statutory provision but,

bearing that in mind and bearing in mind that that

may be a daunting hurdle, it would assist us, I

think, if you just briefly explained what your

major points are so that we can consider it against

the background of a short explanation of your major

points.

MR ELLICOTT:  Yes, well Your Honour, I wanted to indicate

the scope of 568.

MASON CJ: Yes, we have received the first major point.

MR ELLICOTT:  Your Honours have that point. Now, if that is

found in our favour, then the charges cannot lie

against our client. Yates v Wilson and the

principles that have been developed in the Federal

Court in relation to committal proceedings,

emphasize the need for special circumstances. But

quite clearly, one of the special circumstances is

where there is a question of law involved which
would result in the charges either being dismissed

or, one would hope, withdrawn, because they would

then not lie against our client. So that, for that

reason, there are exceptional circumstances.

If I can go through, on page 2 of our

submission, and I have dealt with (a) and the

relevance of 568. Under (b), in relation to 129 in

particular, it is agreed that if 129 does not have

extraterritorial operation in this case, then the

first step in a prosecution cannot be established,

that is to say, showing that Rothwells, the

company, had committed a contravention of 129,

Now, that is because 568 does not pick up the

actions of Rothwells, it does not transport them to

Queensland, and both parties agree with that.

So, there is an important question of

interpretation, and it occupies some, I think, 50

or 60 pages of the judgment of the Chief Justice,

and there are all sorts of points which we have

pinpointed later in relation to it. But if that is

found in our favour, then we would submit that

charges will not lie in relation to 129. 560, I

have to concede, is different. But (a) applies to

both, (c) 38(1) applies to offences committed

against the Queensland Code. I pointed out that

38(1) applies to any relevant code, and we say that

must be restricted as a matter of interpretation to

a Western Australian Code and cannot apply to a

Queensland Code. But - - -

Dempster 2/7/893

MASON CJ: But does the case against you depend on making

38(1) apply to the Queensland Code? Reading the

judgment of the Full Court, I gained the impression

that Their Honours thought that they were using

38(1) only in relation to the Western Australian

Code and that that was sufficient.

MR ELLICOTT:  They were, but they cannot - 38 relates to an

offence; it creates its own offence provision and

it can only relate to an offence against a relevant

code and therefore you cannot use 38, we say,

unless there is a relevant code, and there is not a

relevant code because what is alleged is that we

were aiding and abetting, et cetera, an offence

against a Queensland code - that is under 568 - and

they say, "But you have done that under section 38

of the West Australian Code in relation to 129 of

the West Australian Code", and we say that is an

exercise in legal gymnastics which this section

does not provide for, but - - -

MASON CJ: But why do you need to apply 38 in relation to

the Queensland Code?	What is the gap that exists
unless you can use 38	in relation to the Queensland
Code?

MR ELLICOTT:	One has to go back to the words of 568:
if he had done or had omitted to do that act
or thing in another State ..... would have been guilty of an offence against a provision of a
law in force in that State -

so the aiding and abetting is transported to

Queensland.

GAUDRON J: Am I right in thinking, Mr Ellicott, that (c)

arises if you succeed on (a)?	I am looking at
page 2 of paragraph 2.

MR ELLICOTT: Yes.

GAUDRON J: But not otherwise? If you succeed on (a), then

(c) becomes an issue?

MR ELLICOTT: That is partly so but, Your Honour, we did

submit below, and we still submit, that the words

"any relevant code" are significant in the case,

but our arguments to succeed do not depend on (c),

and (c), on one view, only applies if we succeed on

(1), but the substantial starting point, as I

indicated before, is 568.

Then we say this: can you apply 568 twice?

What I mean by that is simply this: can you apply,

first of all, to deem the acts of Connell to be

transported to Queensland for an offence of aiding

Dempster 27/8/93

and abetting on the part of our client, which

then - those acts having to be transported to

Queensland under 568 as well - so we say there is

only room for one transportation of events.	You
cannot do it twice.

GAUDRON J: But that is all you need, unless you are right

on 568 that is all you need, is it not, because it

is an offence under the Western Australian Code,

created by section 568?

MR ELLICOTT:  No, you have to transport the events of

Connell to Queensland as well, to aid and abet those actions which are said to be a breach of the

Queensland Code, that breach being in default under section 129. So, in that sense, you cannot say, we

say, you cannot first of all transport Connell and

then transport our client's actions for the

purposes of the one offence. All this is because

of the difficulty that arises because of the

interpretation that the court has placed on 568.

That is why that occurred.

Moving away from that, if the interpretation

against which I have argued is correct, then we

would say there are serious issues as to the

validity of the provision. If what it is seeking

to do is to impose a liability on the person

committing acts in Western Australia, for the

purposes of deeming it in effect, an offence in

relation to a Queensland company, that there is no

nexus for the purposes of the constitutional

provisions.

Of course, these provisions came in before the

Australia Act but I am not saying that the
Australia Act cannot pick it up, but it came in
before the Australia Act, then came the Australia
Act, and then this Court has since then, in various
cases, made certain observations, and there is
still a necessity, however slight the nexus may be,

to find it, and the question relating to sections

which apply to corporations raise it.

MASON CJ: Is this attack directed to section 129(5) or to

the whole section?

MR ELLICOTT:  It is directed to the joint application of 568

to 129 and 560 in treating them separately.

GAUDRON J:  So the attack is on the legislative power of

Western Australia rather than on that of

Queensland?

MR ELLICOTT: Yes, that is right. His Honour the

Chief Justice, quite correctly has -

Dempster 9 27/8/93

GAUDRON J: That is clearly though, applying only to acts

committed in Western Australia.

MR ELLICOTT: Yes, but, is it in relation to a Queensland

company, and can you, by virtue of a provision such

as 568, and this is the question, it is not a

general question of constitutional law, it is just

a question of whether 568 is a valid way of doing

it, and we would submit that it would not be. Of

course, our preferred argument is that it is a

matter of construction. 568 was never intended to

do the work which the Full Court of

Western Australia gave it, and for that reason, we

say, we have to be right in relation to this.

To put it another way, it is clearly a matter

which, within the principles of Yates v Wilson,
would lead to exceptional circumstances being

established, but in (d), fe) and (f) there are

constitutional issues, but (e), we say, we are not

wanting to argue - although the judgment below

deals with it in some length - that a Queensland

Parliament could not legislate so as to deal with a Queensland company which was committing breaches of a section, such as 129, outside Queensland. That

seems to be something that would be difficult to

put in this Court, at this stage. But, it is only

in relation to (d) and (f) that it arises, but so

far as the Chief Justice was concerned, he dealt

with it in the process of interpreting section 129,
but the interpretation of section 129, and we deal

with - that is the extraterritorial aspect of 129

is dealt with at the foot of page 4 and over

pages 5, 6 and 7 of our outline.

Now in there, there are a number of matters

that we advert to. One is the fact that 568 itself

seems to have embodied in it the notion that the

State provision, such as 129, if 568 is intended to

pick them up as corresponding provisions, that the

State provisions were intended only to operate

within the State.	Now, there is nothing unusual
about that because not only are there provisions

which, of necessity, have to be construed as

applying only to the State, but there are also

other provisions which, in order to make them
constitutional, have to be so construed, and I

dealt with that earlier, nothing surprising about

that. But, apart from that, there is the

application of what is a basic principle, namely,

the principle, an offence creating section, is presumed, in the absence of clear words to the

contrary, not to make conduct taking place outside

the territory an offence triable, that is, that all

crime is local. That was brushed aside by

the - - -

Dempster 10 27/8/93

GAUDRON J: But, we have not got a crime with respect to

section 129(1), we have got a contravention which

carries no consequences.

MR ELLICOTT: Well, it is still a criminal provision and it

still is based on a contravention.

GAUDRON J:  The contravention is by the officers, the

offence is by the officers.

MR ELLICOTT:  The offence is, but the contravention is by

the company. It says if a company contravenes

section 129(1) and grants financial assistance, it

is dependent on that and therefore the principle, we would submit, clearly applies. But whether it

applies or not is the issue, but it is not clearly

to be found against us, it is clearly a debatable

matter. That is all, I would submit, I have to

satisfy Your Honours about at this stage. The

principle was there but the Chief Justice in his

wisdom has, to a very large degree, pushed it aside

and suggested that it does not apply and does so

having regard to other provisions of the company's

scheme which operated between the States before the

Corporations Law came into existence. The various

issues which arise encompass, for instance, the

effect of Breavington v Godleman. One might say at

this stage, who knows what the effect of

Breavington v Godleman is, particularly in the

light of Stevens v Head. His Honour relied upon,

and I have a captive group here, in a sense,

Your Honour, what Mr Justice Deane said - - -

MASON CJ: But your captive group is the wrong group.

MR ELLICOTT: Not for these purposes, Your Honour, because

what was relied upon by the Chief Justice were the

statements in Breavington v Godleman which

suggested that there was one regime throughout

Australia. That, as Mr Justice Deane has pointed
out in Stevens v Head has been swept aside by the majority and therefore the doctrine of this Court

at the moment is that you cannot rely on that, you

must treat them as if they were different

countries. That seems to be the effect of Stevens

v Head.

GAUDRON J: But is that not exactly what the codes do?

MR ELLICOTT:  Your Honour says that because Your Honour is

in minority, but, with respect, once one adopts the

view of the majority in Stevens v Head and McCain v

Miller then one is left with the proposition that

each State is looked upon as if the private

international law rules apply and therefore should

be looked at separately.

Dempster 11 27/8/93

GAUDRON J: What I am suggesting to you is that that is

precisely the premise on which the codes are based

and hence - - -

MR ELLICOTT:  The States themselves, however they act, it

is not like placitum (xxxix), I think it is - the

States cannot give themselves power to change the

constitutional arrangement.	They can purport to do
something but they must act within it.	If the true

constitutional arrangement is that the States are

to be looked at in the private international law

sense as if they were separate jurisdictions and

countries, then this law has to be so interpreted.

I do not hope, of course, to be able to

develop that at this stage, and time is passing on,

but I would submit that when one comes to the

interpretation of 129 and its extraterritorial

application, all the issues that are raised - and

we refer to them there - make it quite clear that

it is an important matter and that it is clearly

very arguable.

One other matter that was raised was the extent of section 187 of the Justices Act of

Western Australia - again, an important piece of

legislation recently introduced. It raised an

issue because in relation to one matter that was

argued before the court below, leave to appeal

which had to be given was not granted. That was an

issue which relied on certain facts which showed

that Mr Connell did not have authority from the

board to do the things that he did. In other

words, although he was an executive director, the

board had said prior to these actions, "You shall

not exercise any authority on behalf of the company

except that which we expressly give you."

The Full Court declined to give leave in

relation to the matter to enable the question to be

argued, although they did consider the question, as

to whether Belmont Finance, which is referred to in	the judgment, could be applied so as to lead to the
result that in relation to the section 129 offence,
the actions of Connell were not the actions of the
company. Belmont Finance says, in effect, that
where a director is acting illegally and on a
frolic of his own in effect, that he is acting
illegally against the company - and without
authority against the company, we would submit -
then the result is that you cannot attribute the
acts of Connell in this case to the acts of the
company.

GAUDRON J: But was not the finding against you simply one

that there was evidence on which a finding could be

made, that the - - -

Dempster 12 27/8/93

MR ELLICOTT:  It is true that that is - but only to this

extent: it is our submission that what the Full

Court did was to put aside one critical fact which

was admitted, and that is that Connell had no

authority. We say on the basis of that admitted

fact, then Belmont Finance applied and that it was

a matter that was arguable within the terms of the

provisions of the Justices Act of western

Australia.

The other issue that arose related to the question whether under section 129 financial

assistance could be established - that is, the

offence of giving financial assistance could be

established - where the financial assistance in

question resulted in substantial benefit to the company. Leave was granted in relation to that

issue, and one of the questions which was

considered by the Chief Justice was whether the

doctrine, or principle, of impoverishment that had

been adopted in Burton v Palmer - and if I can

quickly take Your Honours to page 135 of the appeal

book - applied in these terms. Mr Justice Hutley,

at page 135, line 22, in Burton v Palmer:

The ways in which a company can infringes 67

of the Companies Act 1961 are infinitely

various but the essence of the matter is clear

- has the company diminished its financial

resources, including future resources in

connection with the sale and purchase of its

shares.

Now, that principle - and this is not noted ~n the

judgment - had previously been adopted by thtl

Full Court of Western Australia in the case of

Reg v Roget.

GAUDRON J: But, there is nothing in the Code, in

section 129, that brings this in. Can it have any

relevance other than an evidentiary evidence as to

the purpose involved?

MR ELLICOTT: Well, Your Honour, it is just that the courts

have applied 129 consistently, we would say, in

some jurisdictions, treating the principle of

impoverishment as delimiting the extent of

financial assistance which is offensive to

section 129. That has been done, and we say that

the Full Court has rejected that. Now, even if the

factual situation has been blurred to some extent,

non constat that an important principle which, if

the matter went on, for instance, could assist in

the determination of the offences and whether they

had been committed, non constat that a statement of

the correct principle by the courts would not

assist in the determination of those matters.

Dempster 13 27/8/93

Now, in Roget's case, the principle was

applied. That passage that I have just referred to

in Burton v Palmer, in Roget in 1992 was applied by

the Full Court of Western Australia and it has been

accepted by Mr Justice Sheppard in Myer Retail, and

Mr Justice Hodgson in Darvall v North Sydney Brick

and Tile, and they said in that - - -

MASON CJ: But it has been rejected in a number of cases as

well.

MR ELLICOTT: It has and, indeed, in the Full Court there

has been a statement to the contrary, but we have

one Full Court of Western Australia saying one

thing and this Full Court saying another, and there

is no doubt in Roget's case, not referred to by the

Chief Justice, although in the same court, and in

1992, in Roget's case they went the other way.

Now, the principle, we submit, needs to be

defined and, obviously, this is the Court which must define it. It is within the principles of

exceptional circumstances in Yates v Wilson so to

define it because, if it is defined then, whether

the facts are debatable or not, the principle will

be there for the trial judge to instruct the jury

upon. So that throughout the matter, this whole

matter, there are separate questions of law, each

of which has a significant effect, either on the

application of the codes, alternatively, have a

significant effect on the administration of

justice, either under the Justices Act of Western

Australia in relation to leave to appeal or, alternatively, in relation to trials effecting to

charge offences against section 129.

But, the starting point, and one that, we

submit, lies at the threshold and which shows that

this judgment is defective, if we are right, and it

is clearly arguable, is that there is a misuse of

the provisions of section 568 of the

Companies Code of Western Australia. Those are our

submissions.

MASON CJ: Thank you, Mr Ellicott. The Court need not

trouble you, Mr Zelestis.

We are not persuaded that at this stage of the

proceedings in western Australia it would be in the

interests of the administration of justice to grant

special leave to appeal.	The application is
therefore refused.

MR ZELESTIS:  May it please Your Honours, I would seek

costs.

Dempster 14 27/8/93

MASON CJ: Yes. Do you respond to that, Mr Ellicott?

MR ELLICOTT:	No.
MASON CJ:	The application is refused with costs.

AT 11.25 AM THE MATTER WAS ADJOURNED SINE DIE

Dempster 15 27/8/93