Gogos v Christopoulos

[1994] HCATrans 467

ffit ~}'!tld~ ,,,

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry

Adelaide No A27 of 1994

B e t w e e n -

ANDREW GOGOS

Applicant

and

KONSTANTINOS CHRISTOPOULOS

Respondent

Application for special leave
to appeal

MASON CJ TOOHEY J McHUGH J

Gogos 26/8/94

TRANSCRIPT OF PROCEEDINGS

AT ADELAIDE ON FRIDAY, 26 AUGUST 1994, AT 11.59 AM

Copyright in the High Court of Australia

MR S.W. TILMOUTH, QC:  May it please the Court, I appear

with my learned friend, MR C.J. KOURAKIS, for the

applicant. (instructed by Zacharoyannis Luppino

and Eckermann)

MR M.F. BLUE:  May it please the Court, I appear with my

learned friend, MR S.P. O'SULLIVAN, for the

respondent. (instructed by Fisher Jeffries)

MASON CJ:  Yes, Mr Tilmouth?

MR TILMOUTH:  May it please the Court. In essence our

application for special leave is based upon the fact of the construction of the majority of the section in this case rendered it practically

useless.

MASON CJ:  But why should it not be strictly construed? It

is a penal provision?

MR TILMOUTH:  It is only a regulatory offence, if the Court

pleases. It attracts only a $500 fine. Its main
purpose is to forbid landlords taking unjustly
premiums, or key money, from vulnerable tenants.

The policy underlying the section is very

important, if the Court pleases. The section was

meant to be an easy and effective remedy and it is
not one of those which requires any significant

mens rea, it is purely a regulatory offence which gives a very quick and effective remedy. In fact, if the Court pleases, the fact that it is a

regulatory offence, shows that it was wrong as a

matter of statutory construction to regard its

penal nature as overriding a fair, large and

liberal interpretation which gave the section

effective work to do.

Your Honours, can I take you quickly to the

section. A convenient reference point is in

page 23 of the appeal document - - -

MASON CJ: Just before you get to that. Was the individual

from whom the money was taken a tenant?

MR TILMOUTH:	He was the outgoing tenant, the applicant.
MASON CJ:	Then was he a tenant?
MR TILMOUTH:	Yes, he was at relevant times because the settlement occurred on 31 January. It is the same
day on which the money was handed over; the payment
of the extra $30,000 within the total of
money - - -

TOOHEY J: Sorry, when you say "handed over", you mean

handed over by the purchaser of the business,

Gogos 26/8/94

Mr Tilmouth, or do you mean handed over by the person whom you describe as tenant?

MR TILMOUTH:  By the vendor. But that was the respondent's

case: effectively, it was handed over by a third

party, the incoming tenant. But if the Court

pleases, the money must have been handed over if it

was by the applicant when he was a tenant. If not,

it must have effectively, in my submission, because

it was an integral part of the settlement proceeds,

the $90,000, on the other view, have come from the

incoming tenant, Vratis. So my answer to

Your Honour the Chief Justice is the answer must be

yes on either contingency.

The money and the settlement and, in fact, the hand-over and possession all occurred on the same

day, 31 January. If the Court pleases, if I can

take Your Honours to section 57, the reference

point at page 23, there is no reason, in our

submission, why the section should be read down to
simply be applied to a tenant to whom the lease is

presently granted. At page 23, line 8:

Subject to this Act -

which is a reference to section 63, amongst

others -

a landlord shall not require or receive from a
tenant or prospective tenant any monetary

consideration for or in relation to entering

into, extending or renewing a commercial

tenancy agreement other than rent, any amount

payable on account of operating expenses and a

security bond.

In my submission, the policy is plain and it

is important. It is to prevent landlords from

exacting premiums or key moneys from their tenants.

with respect, as to whether the tenant happens to There is no fine legal distinction made in here,	be outgoing or incoming or the money is paid over
in the hiatus period between the two situations. On the face of it it is a broad, easily construed
section using plain and simple words which, in my
submission, clearly cover the circumstances in this
case.

As the Court knows, the construction of the

majority - and by the way, two Supreme Court judges

have agreed with us in this case, and of course two

in the majority of the Full Court have disagreed -

the construction given by the majority in the

Full Court, page 38, line 11, was that:

Gogos 26/8/94

section 57 has no application to payment of a

proposed premium (as here) by an outgoing

tenant -

If the Court pleases, there is simply no

warrant on the plain words of section 57 why it

should be so construed. The evil with which the

enactment was intended to stop is the very sort of

case which is before the Court. If the Court

pleases, as Justice Matheson found - he was in the

minority dissenting judgment and we rely on him, if

the Court pleases, very highly - pages 24 and 25 -

perhaps line 27 is a convenient reference - page 24

line 27:

I agree with Mr Kourakis that an

interpretation of section 57 should be

avoided, if possible, which would mean that

the appellant does not commit an offence and

can keep the $30,000 simply because Vratis -

the incoming tenant -

left it to the respondent to do whatever was

necessary, including paying a premium, to get

the lease and right of renewal he wanted.

Further, I agree with Mr Kourakis that it is

precisely in cases where there is an incoming

and outgoing tenant -

as is the case here, in our submission -

that the potential for demanding and receiving

a premium is at its highest. The section does

not contain any words to the effect that the

payment has to relate to the same tenancy

agreement which created the relationship of

landlord and tenant.	I draw attention to the
condition "for -

or - in relation to.

There is a mistyping there, if the Court pleases.

If the Court pleases, that catches exactly our

point.

The other point, if the Court pleases, which

we argue, is that the interpretation by the

majority would simply frustrate and make it easy to

avoid the section by creating the device of

exacting the key money, or the premium, from the

outgoing tenant. Whereas, in my submission, the

legislation clearly comprehended all situations.

Justice Matheson also accepted that at page 27, if

the Court pleases, right at the top:

Gogos 26/8/94

In my opinion, the mischief at which

Part IV is aimed includes the limitation of the circumstances in which an avaricious landlord can receive a premium from a tenant.

And then at line 8:

I think the appellant's interpretation would

frustrate this policy. With respect to

section 57, as long as the landlord distances
himself from the purchaser and obtains it from
his current tenant he will escape the net of

section 57.

Now, that is our point, if the Court pleases. It

is very, very easy to avoid what is otherwise a

plain section with a plain purpose.

Your Honours, the other reason why the majority held against us was that it said that

section 57 had to be read in conjunction with, and

read down by, section 63. In our submission, the

two stand alone, except in one minor respect.

Section 63, Your Honours, is at page 36 and
page 37, the most convenience reference in the

judgment of Justice Olsson, beginning at line 10,

Your Honours. The subject-matter is plainly the

civil remedies rather than criminal, as section 57

is, and it provides for the authorization of the

tenancy tribunal in cases where -

subsection (1) (a) - there is an:

agreement between a landlord and a tenant
(whether or not a commercial tenancy
agreement)

(i)       upon or in respect of the sale or disposal .....

or -

(ii)   upon or in respect of the assignment of

rights under a commercial tenancy

agreement -

and -

(b) there is calculated by reference to -

(i) the consideration -

and on the top of page 37:

(ii) the value of the goodwill -

Gogos 26/8/94

Now, all that section does, if the Court pleases,

is to invalidate - subsection (2) - an agreement of

that kind if there is not approval of the tribunal.

Now the subject-matter of section 63 is civil

and not criminal but, moreover, if the Court

pleases, it is designed to allow for that very

limited class of case where there is a situation

arising where, on sale, disposal or assignment, it

because, for example, the business concerns a place where there is a great deal of geographic goodwill.	is necessary for a landlord to obtain an approval landlord has a legitimate interest in seeking some
money because of proper circumstances owing to the
fact of the situation and therefore the ownership of the property and the landlord, rather than the goodwill built up by the tenant, who operates the
business. So section 63 stands quite apart and
independently and should have no governing effect
in reading down section 57 which has a completely
different purpose and operation altogether.

Your Honours, could I add this as well - and,

if the Court pleases, Justice Matheson also

accepted that at pages 26 to 27, and I have read

most of that, if the Court pleases. Now, could I

just deal with one matter raised by my learned
friends in their written response. In

paragraphs 27 and 28 it is submitted for the respondent, rightly, that "The applicant has

instituted proceedings" - this is page 6 of their

outline, Your Honours - under section 63, the civil

proceeding. Now, that is true; it was issued on

the same day as the criminal proceedings. But it
was issued, if the Court pleases, because of the

uncertainty about which remedy would apply here.

The fact of the matter is section 63 is probably a

very doubtful remedy for the applicant because it

is limited to the class of case that I have

mentioned and also because the premium has to be

calculated according to a formula, that is to say,

by reference to either the consideration or the

value of the goodwill.

TOOHEY J:  But in the sense, Mr Tilmouth, section 57 does

not give a remedy to your client, does it?

MR TILMOUTH:  Not on the construction that is given by

the

TOOHEY J: Well, no, on any construction.

MR TILMOUTH:  That may be so, but there should be - - -

TOOHEY J: It may result in a conviction and a penalty, but

is there anything in the Act which gives rise to

Gogos 26/8/94

some obligation to return money paid in

contravention of the section?

MR TILMOUTH:  Not directly, but it would give rise, first of

all, to application for criminal injuries

compensation under the separate Criminal Injuries

Compensation Act and, necessarily, because it is

proved illegal, it would probably found a common

law action based on an illegal contract from which

the money could be recovered. So, although the Act

provides no remedy, there are two potential

consequential remedies under those two mechanisms.

By the way, if the Court pleases, it is a reason to

construe section 57 widely to give a remedy,

because, without the illegality, there is a grave

difficulty about whether there can be an

efficacious remedy, either at common law or under

the Criminal Injuries Compensation Act. That Act

requires proof of an offence beyond reasonable

doubt.

But the other thing, if the Court pleases, is

that the current construction of section 63, in the

case of Willcham v Iglio, which is referred to by

the Court, and especially Justice Olsson, is a

construction which, in fact, says if the payment is

a premium or key money, section 63 does not apply

to it. And could I hand up a copy of that case, if

the Court pleases. It is a decision of the

District Court but, if the Court pleases,

Your Honours would have seen that it was applied by

Justice Olsson at page 38. Could I take

Your Honours to page 200 of this judgment - it is

(1989) 153 LSJS 200 - where Judge Bowering is

considering section 63. At point 4 in the

paragraph which commences, he says:

Secondly, even leaving aside the question of whether the provisions of Section 63 apply at

all to the commercial tenancy agreement in

question, I have the gravest of doubts as to

whether, on the facts as agreed, the sum of

$37,500 can be reasonably regarded as having

been calculated by reference to either of the
modes of calculation sought to be precluded by
the provisions of subsection 63(1), namely,
the consideration, or any part of the
consideration, received by the applicant as a
consequence of the sale of its business or,
alternatively, the value of the goodwill or
any other asset of that business.

Now, what that passage is saying, if the Court

pleases: to attract section 63 you have got to

show that the premium related to the goodwill or

the consideration, ie, related to the formula. In

this case, as in many cases, the premium is simply

Gogos 26/8/94

an arbitrary amount which would therefore not

attract section 63. In the civil proceedings

instituted by the applicant here under section 63,

the respondents have expressly pleaded that

section 63 does not apply. In other words, it

would appear that they will argue, when it comes to

it, on Willcham's case, that we have no remedy.

Could I take Your Honours further, however, to the bottom of that passage on page 200, the last

sentence, which is extremely important, in our submission. It is five lines from the bottom:

In my opinion, the only conclusion which can

be reasonably drawn from the Agreed Statement

of Facts is that this money was paid to the

respondents, not in respect of the sale or

disposal of the applicant's business -

but - the word is not there but it should read

"but" in context -

rather in consideration of their agreeing to

the new lease arrangements.

In other words, if Willcham is right, where you

consciously have the extraction of a premium which

is not related to the formula in section 63, by

definition, section 63 does not apply. In our

submission, Willcham, of course, has been excepted,

at least by the majority, through Justice Olsson's

judgment, at page 38. Your Honours will see there

between lines 15 and 20 where His Honour, with whom

Justice Prior agreed in this respect - line 17:

This was the conceptual conclusion

arrived at District Court Judge Bowering in

Willcham .... . As he there pointed out,

subsection (1) of section 57 is, in terms,

pre-occupied with the entry into, or renewal

which are the existing or a proposed direct or extension of, a tenancy - the parties to relationship of landlord and tenant.

So, in other words, if the Court pleases, on the current construction of section 63 there is no

remedy; on the construction favoured by two of four

judges of the Supreme Court, there is no remedy

either. In this case, the facts are quite plain:

that the landlord was seeking from a vulnerable
tenant, who needed to sell the business, and with

it secure for the incoming tenant the lease, a

premium or key money, and there is no reason, in my

submission, why a plain reading of the words at

section 57 should not apply. The current

construction is technical. It is a very fine -

Gogos 26/8/94

section 57 should not apply. The current

construction is technical. It is a very fine - - -

MASON CJ:  You are corning back to what you have already put

to us.

MR TILMOUTH:  That is true, if the Court pleases. In my

submission, if the Court pleases, the decision of

the majority is plainly wrong and it makes the

section far too easy to avoid and - - -

MASON CJ: Well, you have said all that.

MR TILMOUTH:  That is true, if the Court pleases. We

would seek a grant of special leave for those

reasons. May it please Your Honours.

MASON CJ:	Yes, Mr Blue.
MR BLUE:	May the Court please, it is our submission that

the decision of the majority is plainly correct or,

at least, is not attended by sufficient doubt. correct in saying that division 3 had to be looked at as a whole and that in looking at it, section 57

was intended by Parliament to apply to, in effect,

up-front payments, that is, payments by a

prospective tenant for entering into a lease in the

first place or, alternatively, payments by an

existing tenant for extending or renewing the

lease. On the other hand, section 63 is dealing

with payments made at the end of a lease, that is,

when the tenant is getting out and is selling.

Section 63 deals with both methods by which a
tenant might get out: either the tenant might
assign the existing lease to the purchaser or,
alternatively, there might be an agreement with the
landlord to cancel the tenant's lease and to grant

a new lease to the purchaser of the business.

In our submission, in no circumstances, on my

learned friend's argument, could section 57 apply

to an assignment. That is, if this transaction had

been structured as a payment by the applicant in

consideration for an assignment of the lease to the
purchaser of the business, then the words of
section 57 simply are not apposite to catch that

situation at all because section 57 requires a

payment for entering into - there would not be an

entering into; there would be an assignment - or

extending an agreement. Again, there would not be an extension of the agreement; rather, there would

be an assignment. So, in our submission, it is

plain that in no circumstances could section 57

catch a payment under an assignment. We say that

that fortifies the conclusion that section 3 is the

section that is intended to deal with payments at

Gogos 26/8/94

the end of the lease, that is, payments that might

be made in relation to an assignment; section 57 is

not. Therefore, Parliament has - - -

TOOHEY J:  Can I just take you back to that statement,

Mr Blue.	Why exactly would it not catch an
assignment?

MR BLUE:  Because, Your Honour, there are three things that

section 57 catches: the first is, entering into a

commercial tenancy agreement. Now, if there is an

assignment, there is no entry into of an agreement.

There was a lease - - -

TOOHEY J:	Why not?
MR BLUE:	Because there was a lease in 1985, in this

case -

TOOHEY J:	Yes, I understand that.
MR BLUE:	- - - but, upon an assignment, there is merely an

assignment by one party to the contract of their

interest under that contract. There is not a fresh

contract entered into between the purchaser, that

is, the assignee, and the landlord; it is merely a

transfer of some of the rights under the existing

contract but not the creation of a new lease.

TOOHEY J:	Would that be so whether or not the original lessor was a party to the assignment?
MR BLUE:	In our respectful submission, yes. Whether or not

the landlord was consenting to the assignment would

make no difference. At law, the nature of the

transaction is that there is still an existing

contract, that is, the original lease, and that

there is merely an assignment to the rights under
that contract, not the creation of a whole new set

of rights under a new contract. Similarly, in our

submission, it would not be extending the

commercial tenancy agreement because, again, there

is no extension of the term of the lease; rather,

it is a change in the identity of the other party

to that lease by virtue of the assignment.

So, in our submission, if that is correct,

then that fortifies the conclusion that section 57

is not intended to deal with payments at the end of

a lease in relation to a sale by means of an

assignment but, rather, what the Full Court

majority said was, up-front payments. In our

submission, also there are large differences in

Parliament's approach to those up-front payments

dealt with in section 57 and the payments made at

the end of the lease, as far as the outgoing

tenant is concerned, dealt with in section 63.

Gogos 10 26/8/94

Section 57 makes it a criminal offence for the

landlord to receive up-front payments and no where

in the Act, as my learned friend conceded, has

Parliament here dealt with the civil liability

position as between the parties in relation to

those payments. On the contrary, in section 63,

Parliament is directing its attention to civil

liability only; not at all to criminal liability.

There is no offence made here. In our submission,

the approval power that is given to the tribunal in section 63(2) is purely in the context of operating

as an exception to what that section would

otherwise do. The wording is:

A provision in an agreement that purports to create a liability to which this section applies is void and of no effect unless

approved by the Tribunal.

So, in our submission, that exception, that is the

tribunal's approval, only will have effect as

undoing what otherwise section 63 would do, and

that is make it void, as a matter of civil rights

between the parties.

TOOHEY J: It becomes a pretty artificial loan, does it not?

Using the language of the section, if the landlord

says to the prospective tenant, "I will not enter

into a tenancy agreement with you unless you pay me

X dollars by way of key money''.	That is caught by
the section.	The landlord says to the outgoing

tenant, "I will make it difficult for you to sell

your business because I won't give the purchaser

the sort of lease that the purchaser is likely to

want, unless I get X thousand dollars'', and it is

not caught by the section.

That may be the result dictated by the

language of the section, but if it is, it is a

fairly artificial distinction.

MR BLUE: It is our submission, Your Honour, that that is

the result that is dictated. That Parliament has

looked at this in two different ways: one is

payments at the beginning and one is payments at

the end. In section 63 is has chosen to deal with

it in that way and only catch certain

circumstances, whereas, payments up front, it is

decided that - and it is our submission,

Your Honour, that no approval by the tribunal could

exempt a defendant from a prosecution under

section 57.

The tribunal is not given power to, in

section 57, in effect, authorize the payment.

There is an absolute prohibition in section 57,

regardless of the circumstances. Whereas,

Gogos 11 26/8/94

section 63:  Parliament has given power. So,

Your Honour, there will be equal anomalies, as

Justice Olsson said in the Full Court, which would

arise.

If it be accepted that that might be regarded

as an artificial distinction, there would be equal
anomalies that the tribunal could not make any

authorization for payments that are made by the

prospective tenant, but it could make an

authorization if the payment was made by the

outgoing tenant in respect of liability under

section 63 and, yet, nevertheless, there would

still be a criminal offence committed. Equally, if

the Court accepts that assignments are not caught

by section 57 but new agreements are, there will be

an anomaly because, if the transaction were done by

way of assignment, then section 57 will not apply.

If the transaction is done by way of creating a new

lease, then section 57 would apply.

TOOHEY J:  Under the South Australian legislation, can a

lessor unreasonably withhold consent to an

assignment?

MR BLUE:  No, Your Honour. That is dealt with by

section 64, which provides that a lessor cannot

unreasonably withhold consent.

TOOHEY J:	Yes, thank you.
MR BLUE:	So, in our submission, the majority of the

Full Court, in its reasoning and in discerning the

apparent purpose of section 57 and the apparent

purpose of section 63, was correct.

Secondly, we would submit that there is

nothing in the materials placed before the Court by

the applicant which shows that this is a matter of

sufficient public importance to warrant the

attention of the Court. There is a reference to	other States' legislation but, in our submission,
this question. For example, Victoria, in its
other States take an entirely different approach to court to this, but Victoria rolls up payments both at the beginning of the lease and the end of the lease.

MASON CJ:	We need not trouble you any further, Mr Blue.
MR BLUE:	Thank you, Your Honour.
MASON CJ:	Now, Mr Tilmouth, there is one point I want to

put to you, apart from any matter that you want to

reply to that has been put to us by Mr Blue, and

that is this:  why should we grant special leave to

Gogos 12 26/8/94

appeal in this case when we are concerned with the

construction of an ambiguous provision in a State

statute which has a penal operation and the

question of construction raises no point of general

principle?

MR TILMOUTH:  Because it is a question of general importance

for this State of course.

MASON CJ:  Yes, but we have held before that we will not

grant special leave to appeal in relation to

provisions in State statutes which may have some

importance in the State.

MR TILMOUTH:  Yes, that is understood. In our submission,

with respect, the section is not ambiguous at

all.

MASON CJ:  Everyone seems to have thought it is ambiguous up

to date, having regard to the division of opinion

with respect to it.

MR TILMOUTH:  Only because they brought in the extraneous

question of section 63, and also because, if the
Court pleases, in our submission, the Act would be rendered practically useless, as I said earlier, on

an important matter of policy, and could I also

plead section 35B of the Judiciary Act in the

individual interests of the applicants in this

case?

TOOHEY J: That is a difficult argument to run here, is

it not, because the applicants have invoked a penal

provision. They may have done so for a further

purpose, but when you speak of the administration

of justice in the particular case, the section

itself is concerned with a prosecution against the

individual who, as it happens, is the respondent,

not the applicant.

MR TILMOUTH:

As the law currently stands, may it please

Your Honours, we would have no other remedy because

on the current construction, as I have

demonstrated:  63, we are out of court because the

premium exacted here was not referable to any of

the criteria there, and if we are out of court on
section 57, there is no other avenue whatsoever.

We are left without a remedy with respect to

something which is plainly wrong, the premium

question of a construction of a local statute,

exacted here, a considerable amount of money and,

in our submission, they are very powerful factors.

an antagonism, if the Court pleases, between the

principle that where you have got a regulatory

offence like here, you have such an obvious policy

which is sought to be achieved and where,

Gogos 13 26/8/94

accordingly, there should be a liberal

interpretation as against reading it down, so to

speak, because it is a penal provision, and there

is, in our submission, the tension between those

two principles which, in itself, could be a proper

basis for the grant of special leave.

But to leave the applicant out of court here

would, with respect, leave him without a remedy

from what is a probable wrong which has been

committed and, with respect, would leave many

vulnerable tenants susceptible to the demands of

landlords.

TOOHEY J:  One thing we do not know, for instance, when you

speak about the wrong done, to what extent the

purchase price for the business had built into it,

the consideration that the landlord was demanding.

I am not inviting you to comment on that but it

makes it difficult when you are running an argument

about rights and wrongs of the respective parties.

MR TILMOUTH: Either way, if the Court pleases, there has

been a premium of $30,000 because, if the proper

consideration for the business was $90,000, my

client had to pay up $30,000 of that money. The

business he has built up over five years; he has to

lose a third of that value for the five years of

his hard working life as a small business operator.

On the other hand, of course, the only other

alternative is, if the proper consideration were

$60,000, there has been a mark-up. So, either way

it had the same effect; an effect which is

clearly - - -

TOOHEY J:  Not quite. On one view your client is out of

pocket $30,000; on the other he is not out of
pocket $30,000, having regard to the fair value of

the business.

MR TILMOUTH:  On the other view, the incoming tenant is out

of pocket.

TOOHEY J: That may be true, but the incoming tenant ·is not

a party to this litigation.

MR TILMOUTH:  If the Court pleases, to get back to

Your Honour the Chief Justice, those comments are

acknowledge, of course, but it has far-reaching
implications with respect the small business

community which, in our submission, should properly

attract the grant of special leave. Could I add,

for what it is worth, in our submission, the case

should not take very long to argue, if that is of

any comfort to the Court.

Gogos 14 26/8/94

Could I reply, as invited, if the Court

pleases, on two small matters? In my submission, the question of assignment is clearly encompassed

by the words "entering into" in the section because

the person to whom the lease is assigned, the

incoming tenant is clearly entering into, on that

side of the transaction, a lease agreement. The

fact that it is an assignment or does not alter

that character of that transaction.

Secondly, I misled the Court. I said that

the only remedy available, if a conviction was

secured, for compensation was the Criminal Injuries

Compensation Act. That is wrong, I am sorry,

because that only relating to personal injuries.

The mechanism is the Sentencing Act which gives the

remedy. That Act is in our written outline. I

referred to the wrong Act, if the Court pleases.

But we would press strongly for a grant of special

leave.

MASON CJ:  Thank you, Mr Tilmouth.

The proposed appeal relates to the

interpretation of an ambiguous penal provision in a

State statute involving no question of general

principle. The case is not of sufficient public

importance to warrant the grant of special leave to

appeal. The application is therefore refused.

MR BLUE:	May the Court please, I seek an order for costs.
MASON CJ:	You do not oppose costs?
MR TILMOUTH:	No, I cannot.
MASON CJ:	The application is refused with costs.
AT 12.35 PM THE MATTER WAS ADJOURNED SINE DIE

Gogos 15 26/8/94