Hadley Hall Estate Holdings Ltd v HHE Management Ltd - [2005] WASC 44

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION: HADLEY HALL ESTATE HOLDINGS LTD -v- HHE MANAGEMENT LTD & ORS [2005] WASC 44

CORAM: COMMISSIONER SIOPIS SC

HEARD: 24 JANUARY 2005

DELIVERED : 24 MARCH 2005

FILE NO/S: CIV 2416 of 2002

BETWEEN: HADLEY HALL ESTATE HOLDINGS LTD
Plaintiff
AND
HHE MANAGEMENT LTD
First Defendant
GEORGE TAKLA
Second Defendant
GRAEME VINCENT WOVODICH
Third Defendant
(BY ORIGINAL ACTION)
HHE MANAGEMENT LTD
Plaintiff
AND
CHARTER SECURITIES PTY LTD
First Defendant
HADLEY HALL ESTATE HOLDINGS LTD
Second Defendant
(BY COUNTERCLAIM)

Catchwords:

Further and better discovery - Order 26 r 6 of Rules of the Supreme Court - Documents evidencing the subsequent conduct of parties to an alleged agreement

Legislation:

Rules of the Supreme Court, O 26 r 6

Result:

Further and better discovery ordered

Category: B

Representation:

Original Action

Counsel:

Plaintiff:     Mr J Lin
First Defendant             :     Mr A Metaxas
Second Defendant         :     Mr A Metaxas
Third Defendant           :     Mr A Metaxas

Solicitors:

Plaintiff:     Jackson McDonald
First Defendant             :     Arthur Metaxas & Co
Second Defendant         :     Arthur Metaxas & Co
Third Defendant           :     Arthur Metaxas & Co

Counterclaim

Counsel:

Plaintiff:     Mr A Metaxas
First Defendant             :     No appearance
Second Defendant         :     Mr J Lin

Solicitors:

Plaintiff:     Arthur Metaxas & Co
First Defendant             :     No appearance
Second Defendant         :     Jackson McDonald

Case(s) referred to in judgment(s):

Abigroup Contractors Pty Ltd v ABB Service Pty Ltd [2004] NSWCA 181
Beecham Group Pty Ltd v Bristol Myers Co [1979] VR 273
Compagnie Financiere et Commerciale du Pacifique v Peruvian Guano Co [1882] 11 QBD 55
George Ballantine & Son Ltd & Ors v F E R Dixon & Son Ltd & Ors [1974] 2 All ER 503

Case(s) also cited:

Mulley & Anor v Manifold (1959) 103 CLR 341

COMMISSIONER SIOPIS SC: This is an application for further and better discovery of particular documents brought under O 26 r 6 of the Rules of the Supreme Court by Hadley Hall Estate Holdings Ltd ("Holdings") which is the plaintiff in the action and the second defendant by counterclaim. This application is brought against HHE Management Ltd ("Management") the first defendant in the action and the plaintiff by counterclaim.

Background

The pleadings in the case reveal that Holdings claims against Management the sum of $55,913 which it alleges that it lent to Management and that Management has failed to repay. Holdings has also brought claims for damages against the directors of Holdings at the time the loans to Management were made. These claims are based on allegations that the directors failed to carry out their duties as directors of Holdings in making the loans to Management. There is also a counterclaim made by Management against Holdings.
The main focus in this application for further and better discovery was in respect of the counterclaim brought by Management against Holdings.
Management pleads, in the counterclaim, that Holdings and Management jointly issued to the public a prospectus for the establishment of an 80 hectare irrigated vineyard on a property in the Frankland River region known as Hadley Hall Estate. This venture is referred to as the project in the counterclaim. Material terms of the prospectus and the project were that investors (named "Growers") could acquire a leasehold interest in the vineyard. The Growers would enter into a lease of 0.4 hectares of the vineyard (the "leased area") for 15 years. There were approximately 200 leased areas available. Holdings would acquire the land on which the vineyard was to be cultivated and would lease the leased areas to the Growers. Management would manage the vineyard, including the task of establishing the vineyard by agreement with the Growers. In addition, there was to be a trustee which would act as such under trust deed and would receive the Growers' money and act to protect the interests of the Growers by ongoing monitoring.
The prospectus also stated that Management would construct two dams on the vineyard and a third dam of 76,000 cubic metres capacity on an adjacent property to provide water storage for the land. Holdings could lease to Management a portion of the vineyard of not more than 20 hectares to be used by Management for the storage of equipment and accommodation.
In addition, each of Holdings and Management entered into a written agreement with each of the Growers in respect of each leased area. This agreement is called the Licence and Management Agreement. Pursuant to this agreement each Grower appointed Management to plant, develop, manage and maintain the vines on the leased area and to harvest the grapes. Management undertook to establish, maintain, supervise and manage in accordance with good commercial practice. Management would be entitled to be paid an annual management fee in respect of the services provided. Each Grower undertook to pay to the trustee the annual contribution payable in respect of that financial year which would comprise development expenses, rent, an annual management fee and an insurance premium. Management was entitled to be reimbursed from the funds in effect held by the trustee and collected from the Growers, costs reasonably incurred by Management.
There are two separate claims made against Holdings by Management in the counterclaim. The first claim is for the repayment of a loan in the sum of $169,266.32 together with interest thereon. The second claim is for equitable compensation for improvements effected by Management to the land owned by Holdings, including the erection of additional water storage facilities. Management claims that the amounts expended by Management in effecting the improvements total $892,426.
I will expand briefly on each of these claims. The claim in respect of the repayment of $169,266.32 is founded upon the alleged failure of Holdings to repay monies which were loaned. Management alleges that it paid expenses which were in truth the liabilities of Holdings on the basis that there was an implied agreement that Holdings would repay Management the amounts it paid to discharge those liabilities. The expenses are set out at pars 14.1 to 14.8 of the Defence and Counterclaim. The implied agreement is said to be implied by reason of the following "acts, matters or things":
"(a)at all material times prior to 31 March 2000 the second and third defendants together with Peter Kevin Jones, Paul Simon Finklestein, Christopher John Sandford, Kevin Paul Smith and Murray Alan Rowett ('Rowett') were directors of Management;
(b)at all material times prior to about 31 March 2000 the same persons except Rowett were directors of Holdings;
(c)all the debts paid were the responsibility of Holdings;
(d)there was no agreement prepared for the advance of funds because of the common directors of Management and Holdings;
(e)debt is repayable on demand as a matter of law."
Holdings denies that there was any such agreement.
The second claim, which is for equitable compensation, is founded on allegations that Holdings has been unjustly enriched at the expense of Management, and is comprised of two separate heads of claim.
Firstly, it is alleged that Management, for the purposes of performing its obligations as manager of the leased areas, arranged for the erection of a manager's house, sheds and workshops and staff accommodation on part of the vineyard which was to be leased by Holdings to Management for the purposes of Management carrying out its functions under the Licence and Management Agreements. The total cost to Management of erecting the improvements is said to be $420,933. It is pleaded that Management was removed as manager in December 2001. It is alleged also that it was impractical for the Management, presumably after it was removed as manager, to demolish and remove the said improvements from the land. Accordingly, it is alleged, Holdings has been unjustly enriched.
A second head of the claim for unjust enrichment is founded on an allegation that Management was required by Holdings to expend, and did expend, the sum of $471,495 "to establish additional water storage facilities as compared to the facilities proposed in the Prospectus". The sum of $471,495 is said to be comprised of the following items of expenditure:
(a)pipes   $56,605
(b)transfer pipes to dam  $71,529
(c)roaded catchment and dam  $68,000
(d)lease of land for drains and catchment       $133,081
(e)security gate and fencing  $2,000
(f)extra drainage to wet areas  $27,000
(g)cost of dam  $110,000
(h)legal fees  $3,380
The application for further and better discovery is brought by Holdings pursuant to O 26 r 6.
The application must be supported by an affidavit stating the belief of the deponent that the party from whom the discovery is sought under the rule has, or at sometime had, in his possession, custody or power the document or class of documents specified or described in the application and that it related to one or more matters in question in the cause or matter.
Holdings relies on the affidavit of Mr Jeffery Lin sworn 22 November 2004. Management did not rely on any affidavit in response to Mr Lin's affidavit.

The principles applicable

In determining whether to make an order for further discovery, the court must have reasonable grounds for being fairly certain that there were other relevant documents which ought to have been discovered. The court may have regard to the contents of the affidavit evidence. (Beecham Group Pty Ltd v Bristol Myers Co [1979] VR 273 and 279.)
In determining whether a document relates to a matter in question (and, therefore, whether it ought to have been discovered) the test is that set out in Compagnie Financiere et Commerciale du Pacifique v Peruvian Guano Co [1882] 11 QBD 55 at 63 to the following effect:
"It seems to me that every document relates to matters in question in the action which not only would be evidence upon any issue, but also which, it is reasonable to suppose, contains information which may - not which must - either directly or indirectly enable the party requiring the affidavit either to advance his own case or to damage the case of his adversary. I have put in words 'either directly or indirectly' because it seems to me, a document can properly be said to contain information which may enable the party requiring the affidavit either to advance its own case or to damage the case of its adversary, if it is a document which may fairly lead to a chain of inquiry, which may have either of those two consequences."
The matters in issue will be determined by reference to the pleadings.
Holdings sought further discovery of the documents falling into four separate categories. I will deal with each category separately.

The invoices for additional management fees and related documents

The documents sought in respect of this category of documents are as follows:
1.Each invoice sent by Management to Growers in or about May 2001 claiming additional management fees.
2.All notes, memoranda and the like concerning the invoices in par 1 above.
3.All correspondence to and from Growers resulting from the invoices in par 1 above.
4.All documents reflecting payments received from the Growers.
5.Any further documentation relevant to pars 1 to 4 above.
Mr Lin has annexed to his affidavit a copy of an invoice from Management dated 8 May 2001, addressed to William and Vanessa Holman, who were Growers in the project. The invoice claims $1100 per vineyard lot (inclusive of GST) and contains these words: "being for additional management fee of your leased area/areas at Hadley Hall Vineyard Estate to the end of 2001".
Counsel for Holdings submits that the documents claimed are relevant to Management's claim in the counterclaim for equitable compensation founded on the alleged expenditure by Management in establishing the additional water storage facilities. He says that it is reasonable to suppose that the documents contain information which may lead to a train of inquiry as to whether the amount claimed by Management as equitable compensation in respect of the establishment of the additional water storage facilities, should be reduced by the amounts it has received from the Growers pursuant to its claim from them for additional management fees.
Counsel for Management accepts that the invoices for the additional management fees were in fact sent. However, he argues that the documents are not discoverable because there is no allegation in the defence to counterclaim that the amount claimed should be reduced as alleged by counsel for Holdings.
The pleadings show that the prospectus proposed that Management would construct, as part of its duties, certain water storage facilities identified in the prospectus. It is also pleaded that for carrying out its duties Management would receive an "annual management fee". Management's claim for equitable compensation is based on a plea that it was required by Holdings to expend and that it did expend $471,495 to "establish additional water storage facilities compared with the facilities proposed in the Prospectus". There is now evidence that Management sent out invoices claiming an "additional management fee" - being a fee in addition to the annual management fee.
In my view, these circumstances demonstrate that it is reasonable to suppose documents in question contain information that may lead to a chain of inquiry that could affect the amount that Management could claim as equitable compensation for the establishment of the additional water storage facilities. This is because it is arguable that Management would have to deduct from the amount which it has expended on the establishment of the additional water storage facilities, any amount by which it has been reimbursed by way of additional management fees insofar as those fees relate to the establishment of the additional water storage facilities.
In my view, it does not follow that because there is no plea in the defence to counterclaim to the effect that the amount of the compensation should be reduced, that there is no duty to discover documents which could go to the amount of the claim. The obligation to discover documents which could affect the amount claimed by way of the equitable compensation would arise as a consequence of making the claim for unjust entitlement and compensation.
As to the second and third class of documents sought, counsel for Management argues that there is not a sufficient factual foundation set out in Mr Lin's affidavit to demonstrate the existence of "any notes or memoranda and the like concerning the invoices" nor in respect of "the correspondence to and from the Growers resulting from the invoices".
I do not accept the argument by counsel for Management. It is reasonable to suppose that Management must have had resort to documents and calculations in order to assess the amount which was to be charged to the Growers by way of the additional management fee. Further, it is also reasonable to suppose that there was correspondence to and from the Growers in relation to the invoices, particularly in light of the fact that the claim for the management fee was additional to the annual management fee and would need to be explained to the Growers. I am therefore, fairly certain that such documents exist.
As to the fourth class of documents, counsel for Management argues that the request for "all documents reflecting payments received from the Growers" is too wide. In the absence of any evidence that giving discovery would be oppressive, I cannot discern any substance in that argument. I would therefore order that there be discovery of those documents.
I can see no justification, however, for making any order in the catch‑all terms of the class of documents referred to in No 5 of the Schedule.

Documents related to the implied loan agreement

As set out above, Management claims that pursuant to an implied loan agreement with Holdings it is entitled to recover from Holdings amounts which it alleges were actually owed by Holdings but which Management paid. Management pleads that the loan agreement arises from the fact that at the relevant time, aside from one director, each of Holdings and Management had common directors.
Holdings applies for further and better discovery of "all ledgers, accounts, profit and loss statements, debtors' lists and other documents containing entries of the amounts pleaded in paragraphs 14.1 to 14.8 of the counterclaim (whether in hardcopy or in electronic format)". Counsel for Holdings argues that documents reflecting the manner in which the payments allegedly made by Management pursuant to the alleged implied loan agreement recorded in the accounts of Management are relevant documents. He argues that the relevance of the documents arises from the fact that the manner in which the information is recorded those documents, may demonstrate that Management did not record these payments as loans to Holdings, and this may undermine Management's case that this was indeed a loan agreement as alleged.
Counsel for Management argues that the documents are not discoverable because they reflect events occurring after the formation of the agreement and are therefore irrelevant. He says that it is irrelevant if, for example, an accountant had not recorded the payments as loans, because he or she may have simply been mistaken.
Whilst it is true that evidence of the subsequent conduct of the parties to an agreement is regarded as being inadmissible in relation to a question of the construction of the terms of the agreement, it does not follow that the conduct is irrelevant for all purposes. It is accepted that evidence of such conduct can be relevant for other purposes, such as the existence or non‑existence of an agreement. In the case of Abigroup Contractors Pty Ltd v ABB Service Pty Ltd [2004] NSWCA 181 at [63]) Giles JA said:
"Evidence of subsequent communications between parties is admissible for the light it casts upon their dealings from which a contract is alleged to have arisen: for example, it may show that apparently concluded negotiations were in fact continued, or were not regarded by the parties as contractually binding until entry into a formal contract (B Seppelt & Sons Ltd v Commissioner for Main Roads (1975) 1 BPR 97011 at 9149, 9155; Film Bars Pty Ltd v Pacific Film Laboratories Pty Ltd (1979) 1 BPR 97023 at 9255; Brambles Holdings Ltd v Bathurst City Council at 163 ‑ 4). Evidence of the parties' subsequent conduct is also admissible as an admission by conduct of the existence or non existence of a subsisting contract (Barrier Wharfs Ltd v W Scott Fell & Co Ltd (1908) 5 CLR 647 at 668 ‑ 9, 672; Film Bars Pty Ltd v Pacific Film Laboratories Pty Ltd at 9255). The probative force of an admission may not be great. If the direct evidence is complete and enables a conclusion, an indirect admission may count for little. Similarly, if an admission is of a matter of law or legal consequences, as to which the admitting party has no expertise or is otherwise to be seen as uninformed or unreliable, the admission will not carry much weight (see for example Lustre Hosiery Ltd v York (1935) 54 CLR 134 at 138 ‑ 9, 143; R W Miller & Co Pty Ltd v Krupp (Australia) Pty Ltd (1991) 32 NSWLR 152 at 155 ‑ 6). And as Gleeson CJ said in Australian Broadcasting Corporation v XIV Commonwealth Games Ltd (1988) 18 NSWLR 540 at 550, 'it will often be necessary to identify with some care the fact which is said to have been admitted'. "
Insofar as the documents exist and show that the expenses were not recorded in a loan account but were recorded as expenses of the Management, they would have a propensity to damage the case of the Management. Of course, it may well be that the recording of the expenses in a particular way can be explained by, for example, demonstrating that the accountant who made the entries was acting under a mistaken belief or ignorant of the existence of the implied agreement. But the fact that they may be the product of a mistaken belief does not preclude these documents from being relevant and discoverable.

Counsel for Management also argues that the documents of which discovery is sought fall within the category of documents which are of a class go solely to credibility and so are not discoverable.
In my view, these documents go to a central issue in the case, namely, whether there was an implied agreement. This position is to be distinguished from the situation where discovery is sought of documents going to a collateral and unrelated issue going exclusively to credibility (see George Ballantine & Son Ltd & Ors v F E R Dixon & Son Ltd & Ors [1974] 2 All ER 503).

Minutes of Directors' Meetings

Under this heading Holdings seeks further and better discovery of:
"7.All minutes of meetings of the directors of Management from 9 November 2001 until 30 April 2002.
8.The minutes of the meeting of the directors of Management at which it was resolved that Management enter into the Rental Agreement with Commercial Credit Finance Ltd dated 30 June 1999."
Counsel on behalf of Holdings argues that Management should discover the minutes of the meetings of the directors until May 2002 when the proceedings commenced.
In support of the application, Mr Lin asserts in his affidavit that the minutes on the meetings of directors of Management from 9 November 2001 until 30 April 2002 "are clearly relevant to the matters in issue in Management's counterclaim. Management has already discovered its minutes until 9 November 2001".
Counsel for Management argues that the assertion in Mr Lin's affidavit without more does not demonstrate that those minutes are relevant. He says that on the pleadings the relationship between the parties came to an end in about December 2001 when Management was removed.
In my view, in the absence of Holdings being able to point to any specific circumstance or event which is likely to be recorded in the minutes which is relevant to the pleaded case, I am not persuaded that there should be further discovery of the minutes up to April 2002 as requested by Holdings. In my view, the argument by Management that without more the assertion in the affidavit that the minutes are "clearly relevant" to the matters in issue in the Management's counterclaim is not a sufficient basis to order further and better discovery, is to be accepted.
Holdings also seeks discovery of the minutes of the meeting at which the directors of Management resolved to enter into a rental agreement with Commercial Credit Finance Ltd dated 30 June 1999. The pleading of this rental agreement occurs in Holding's defence to counterclaim in response to Management's claim that it has expended the sum totalling $420,933 on a manager's house, sheds for storage and workshop and staff accommodation on the Holdings property and that Holdings have therefore been unjustly enriched at the expense of Management.
Holdings, in its defence to counterclaim, pleads that the sheds, manager's house and staff quarters were items of plant and equipment which were rented by Management under a rental agreement between Commercial Credit Finance Ltd and Management.
The circumstances surrounding the entry into the rental agreement are relevant on the pleadings and the minutes of directors' meeting at which the agreement was entered into should therefore be discovered. In my view there are reasonable grounds to be fairly certain that such a document exists as the material annexed to Mr Lin's affidavit shows that minutes of directors' meetings of Management were held on a regular basis and the entry into an agreement committing Management to the expenditure of $600,000 is likely to have been the subject of board discussion.

Financial accounts/taxation returns/depreciation schedules

The final category of documents in respect of which further discovery is sought by Holdings are the following:
"9.The audited financial statements of the HHE Unit Trust for the financial year ending 30 June 2001.
10.The audited financial statements of the HHE Unit Trust for the financial year ending 30 June 2002.
11.The taxation return for the HHE Unit Trust for the financial year ending 30 June 1999.
12.The taxation return for the HHE Unit Trust for the financial year ending 30 June 2000.
13.The taxation return for the HHE Unit Trust for the financial year ending 30 June 2001.
14.Taxation returns for the HHE Unit Trust for the financial year ended 30 June 2002.
15.All depreciation schedules relating to buildings, plant and equipment of Management for and during the financial years ended 1999 to 2002."
As to the audited financial statements of the HHE Unit Trust for the financial years ending 30 June 2001 and 30 June 2002 respectively, Mr Lin deposes to the fact that the financial statements for these two financial years which have been discovered are unaudited financial statements. Mr Lin further deposes to the fact that the financial statements which have been discovered for the years 30 June 1999 and 30 June 2000 for the HHE Unit Trust were audited.
In my view, there are reasonable grounds to be fairly certain that there exist audited financial statements for the years 2001 and 2002. The basis for this observation is that Management would be under an obligation to produce audited accounts and that it has done so in the past. In the circumstances, I would therefore order that there be specific discovery of the audited financial statements for the financial years ending 30 June 2001 and 30 June 2002.
Holdings also seeks discovery of the taxation returns for HHE Unit Trust for the financial years ending 30 June 1999 to 30 June 2002. In support of this application Mr Lin says that in the balance sheet of HHE Unit Trust as at 30 June 1999 an item "drainage licence - Swiney Tenement" is included as an asset. Management has amortised this cost ($120,000) over 15 years.
Mr Lin deposes that the monies expended in obtaining the drainage licence have been included amongst the monies which Management now claims is repayable pursuant to the implied agreement. Mr Lin also says that the 1999 and 2000 financial statements of HHE Unit Trust shows an amount of $455,216 in respect of rent which is paid and that there are various amounts claimed as depreciation on buildings and equipment.
Counsel for Holdings therefore argues that the taxation returns documents contain information which may lead to a train of inquiry which could damage Management's case because the taxation returns are likely to reflect the reporting of the affairs of the company as are set out in the accounts. He cites as an example, the claim for amortisation in respect of the drainage licence which if repeated in the taxation returns has a propensity to damage the case on the basis that inconsistent with the claim now made by Management. He says that the way in which rent was treated and depreciation claimed may have a similar tendency.
Further, he says the documents are relevant and should be discovered for another reason as well. He argues that if taxation benefits have already been obtained arising from the way in which Management has treated and reported its expenditure in respect of the water licence, the rent payable under the rental agreement with Commercial Credit Finance Ltd and the depreciation claimed in relation to the buildings and equipment, this could affect the amount which can now be claimed by Management in its counterclaim.
As to the first of the arguments, counsel for Management argues that the manner in which Management has reported its affairs to the taxation authorities is irrelevant to the claim. He says that the position is similar to the basis on which he resisted further and better discovery in relation to the documents related to the implied loan agreement. Thus, for example, he says that it is the way in which an accountant has characterised a particular transaction is irrelevant to Management's claim because the accountant may have simply been mistaken as to the true legal effect of the transaction.
As to the second of the arguments, counsel for Management says that the manner in which a party reports its affairs to the taxation authorities cannot prejudice the amount that it could claim by way of its counterclaim and that if an officer has misapprehended the true legal character of the transactions and obtained taxation benefits which were not, on a proper apprehension of the legal position, claimable, that does not affect the parties' rights to its legal claims. Counsel argues that in the event that there has been a misapprehension of the true position an adjustment might subsequently have to be made for taxation purposes.
Therefore, counsel argues, in response to each of the arguments raised by counsel for Holdings, that the taxation returns are not relevant to the matters in issue and are therefore not discoverable
I am unable to accept the argument of counsel for Management that the taxation returns are irrelevant for the purposes of discovery. Mr Lin has in his affidavit pointed to transactions in the accounts which can lead to a train of enquiry which could damage the case of the Management. The preparation of the taxation returns would have been an occasion when the affairs of the company needed to be assessed and reported upon. It would have required assessments to be made by officers of Management of the characterisation of certain transactions and it is likely that these assessments would reflect the assessments made in the accounts. Accordingly, it is reasonable to suppose that the taxation returns contain information that may lead to a train of enquiry that may damage the case of Management. In my view, the taxation returns fall into the same category as other documents which evidence the subsequent conduct of the parties. Therefore, if an accountant or any other officer has chosen to characterise a transaction in a particular way which is inconsistent with the legal position being advanced by a party in the litigation, that characterisation is subsequent conduct relevant in accordance with the principles which are stated by Giles JA in the case of Abigroup Contractors Pty Ltd v ABB Service Pty Ltd (referred to above). As pointed out by Giles JA in the dictum quoted above, the weight which is attached to admissions or implied admissions which may be contained in documents evidencing subsequent conduct may not be accorded great weight, but nevertheless, they are admissible and the documents evidencing such conduct or containing the implied admissions are relevant for the purposes of discovery.
Whilst it is plainly open for Management to argue at trial that the amount which is claimable by Management on a proper apprehension of the legal position should not be adversely affected by any benefits that it may have obtained from a wrong characterisation of the transaction for taxation purposes, for the reasons already given, this does not mean that the taxation returns are not relevant for the purposes of discovery. Further, if it were to transpire at trial that taxation benefits had been obtained which are not warranted on the true legal position, it is not inconceivable that the trial court would want to know that the taxation position would be regularised before grating relief so as to preclude a windfall situation. In my view, therefore, the taxation returns should be discovered.
The depreciation schedules should be discovered in any event as they are documents which it is reasonable to suppose, underlie the production of the financial statements which have already been discovered.