Hudson Pacific Group Limited v Aequs Securities Pty Limited and Aequs Capital Limited

[2006] NSWDC 76

CITATION:	Hudson Pacific Group Limited v Aequs Securities Pty Limited and Aequs Capital Limited [2006] NSWDC 76
HEARING DATE(S):	5 June 2006 - 6 June 2006
JUDGMENT DATE:	15 June 2006
JUDGMENT OF:	Rolfe DCJ
DECISION:	Verdict and Judgment for the plaintiff in the amount of $149,800.
CATCHWORDS:	Landlord and Tenant - When is exercise of an option to renew in truth an offer to enter into a new lease - Was there agreement to renew lease - Repudiation - Assessment of Lessor's damages - Mitigation - Factors to take into account
LEGISLATION CITED:	Conveyancing Act 1919 Uniform Civil Procedure Act 2005
CASES CITED:	Duncan Properties Pty Limited v Hunter (1991) 1Qd R101
PARTIES:	Hudson Pacific Group Limited (Plaintiff) Aequs Securities Pty Limited (1st Defendant) Aequs Capital Limited (2nd Defendant)
FILE NUMBER(S):	4382/06
COUNSEL:	A M Gruzman (Plaintiff) D L Warren (1st & 2nd Defendants)
SOLICITORS:	H Durnam

JUDGMENT

1 The plaintiff and the defendants in these proceedings entered into a sublease of a portion of the premises known as Level 2, Hudson House, 131 Macquarie Street Sydney on 17 June 2003. The sublease is annexed to the affidavit of Allan James Scadden, which is Exhibit A in the proceedings. For convenience, I will refer to the sub-lease as the “Lease”. The Lease commenced on 1 April 2003 and had an initial term of 79 days. At the expiry of this term the defendants exercised an option to renew for an additional two year term expiring on 31 March 2005.

2 Under the Lease, the defendants could exercise a second option to renew for two years from 31 March 2005 providing they gave written notice on or before 31 December 2004.

3 However, all the parties operated on the misunderstanding that the defendants had up until and including 31 March 2005 to exercise this option.

4 Mr Scadden, a joint company secretary of the plaintiff, dealt with the Lease. His evidence was that during the last two weeks in March 2005 he spoke to Mr Greg Bean, who is the Chief Financial Officer and Company Secretary of both defendants. Mr Scadden reminded Mr Bean of the defendants’ obligation to exercise the option for an extension of a further two year term before the end of March 2005. Mr Bean acknowledged this was so.

5 Mr Scadden also spoke to Mr Drew Metcalfe, a director of the defendants. Mr Scadden reminded Mr Metcalfe of the need to exercise the option in writing to extend the lease by the end of March. Mr Metcalfe acknowledged this and told Mr Scadden that the defendants were busy working on a transaction but once this was completed the written exercise of the option would be provided to the plaintiff. Mr Metcalfe gave no hint that, in fact, the defendants were considering moving elsewhere and so he misled Mr Scadden in this regard.

6 The defendants did not exercise the option to renew by 31 March 2005. Accordingly, Mr Scadden spoke to Mr Bean in early April 2005. Mr Bean told Mr Scadden that he was trying to get Mr Metcalfe to sign off on the exercise of the option and would get it to Mr Scadden as soon as possible. For his part, Mr Bean made no mention of the fact that the defendants were looking at other possibilities. Once again, Mr Scadden was misled.

7 Having not heard anything, Mr Scadden spoke to Mr Bean again on 7 April 2005. Mr Scadden complained about the defendants’ failure to provide the written exercise of the option and enquired where it was. Mr Bean acknowledged the failure and said that he would provide written confirmation once he had a decision from Mr Metcalfe to issue a letter. This was the first hint given to the plaintiff that the defendants might not, in fact, want to extend the term of the Lease.

8 A second conversation occurred between Mr Scadden and Mr Bean on 7 April 2005, during which Mr Bean said that, although he had drafted a letter of exercise of the option, he had not been authorised by Mr Metcalfe to sign it but that Mr Metcalfe would do so on the following Monday. Mr Scadden accepted that this would occur.

9 On 8 April 2005 Mr Scadden spoke to Mr Metcalfe and reminded him about the written exercise of the option and that Mr Metcalfe was to approve a letter to that effect. Mr Metcalfe told Mr Scadden that the defendants would not be able to make a decision about the matter until later the following week. Not surprisingly, this displeased Mr Scadden, given what he had been told before by both Mr Bean and Mr Metcalfe. Mr Scadden therefore telephoned Mr Bean and told him he thought it had been agreed that the defendants would exercise the option. He said the plaintiff had merely been awaiting receipt of a formal letter to this effect. Mr Scadden told Mr Bean that, if this was not the case, then the plaintiff would want to increase the rent. He told Mr Bean it was in the defendants’ interest to provide the plaintiff with a “written option exercise letter”. Mr Bean asked if the matter could be left until the following Monday, 11 April 2005.

10 On 11 April 2005 Mr Scadden spoke to Mr Bean again enquiring about the signed letter of exercise of the option and was told that, because Mr Metcalfe was in Hong Kong, he had been instructed not to release the letter until Mr Metcalfe returned that Thursday, 14 April, 2005.

11 It was clear from Mr Scadden’s evidence in the witness box that these developments were very frustrating from his point of view and understandably so. As a consequence, Mr Scadden sent the plaintiff’s letter to the defendants, which is at A91. In that letter Mr Scadden informed the defendants that the Lease had expired and the plaintiff had not received an exercise of the two year option. Accordingly, the plaintiff intended to charge the defendants rent for their continued occupation of the premises at the rate of $227,434.35 per annum based on the defendants occupied portion (55%) of the net lettable floor space (599.3 sq M). Compared with the rent provisions in the Lease, this would be a very substantial increase in the rent if the defendants remained in occupation.

12 Mr Scadden’s letter provoked an angry response from Mr Bean who expressed his disgust, claiming there had been an oral agreement with the plaintiff to extend the Lease to March 2007. Mr Bean was also irate about an increase of 20% in the rent whereas, under the Lease, assuming the valid exercise of the option, rent was to be increased by 3% having regard to CPI increases an so on.

13 Mr Scadden told Mr Bean that the letter of 11 April 2005 had been sent because of the defendants’ failure to provide the signed option extension letter previously promised.

14 On 14 April 2005 Mr Bean, on behalf of the defendants, sent the plaintiff the letter at A92 which, omitting formal parts, stated:

“ It is our position that we did give notice (verbal) of our intention to exercise our option to extend under the existing sub-lease on several occasions. Please now take this letter as further notice of that intention.

I attach our cheque for $13,958.89 in payment of your invoice dated 31st March 2005(copy attached) to cover April 2005 rent. We note that the CPI increase due to take effect has not been included in your invoice. Please supply us with an invoice for this amount or include it in the invoice for May 20005 rent. I also attach our cheque for $3,125.00 in favour of Imperial Property Trust in payment of parking spaces and storage for April 2005 as invoiced by you.

I note that an amount of $3,697.70 is due by Hudson Pacific Group to Hudson Securities for the recovery of the shared expenses for the month of March 2005. Our invoice and supporting documentation for this amount were given to your John Wang on 6 April 2005.”

15 Mr Bean conceded in cross-examination that he intended to create legal relations when he sent this letter.

16 Attached to the defendants’ letter of 14 April 2005 was a request by Mr Bean of Mr Scadden for all further communications to be with Mr Spano, the defendants’ Chairman of Directors. Also attached was the defendant’s cheque for rent calculated in accordance with the Lease for the month of April.

17 Mr Scadden’s evidence was that if the plaintiff had not received the defendants’ letter it would have increased the occupation fee “by a substantial amount”.

18 Following receipt of the defendants’ letter, Mr Scadden tried to speak to Mr Spano but was unsuccessful in arranging a meeting with him until 21 April. Mr Scadden’s evidence was that, going into the meeting, he believed, because of his earlier discussions with Mr Bean and Mr Metcalfe and the defendant’s letter of 14 April 2005, that the plaintiff had agreed to the extension, had accepted the additional two year rental period for the third term and had banked the defendants’ cheque for the April 2005 rental. (paragraph 33 Exhibit A).

19 Mr Scadden met with Mr Spano in the coffee lounge in the basement of 131 Macquarie Street, Sydney on 21 April 2005. At the meeting, Mr Scadden told Mr Spano that the plaintiff “has agreed to the written extension of the further two year rental period and it has banked (the defendants’) rental cheque for April 2005 under the extended sublease. As suggested by Drew Metcalfe, I may get an amended invoice issued for the correct amount. I also note that (the defendant) has banked the (plaintiff’s) cheque for shared expenses in April 2005. As the sub-lease has now been agreed to be extended to March 2007, I would like to discuss with you the other charges that are recouped from or paid by (the plaintiff) such as the rental of the kitchen under the Cooperation Agreement and the non-payment by (the defendants) of anything toward the outgoings for the entire floor which as you know, are paid by the (plaintiff). Can we negotiate on these charges?”

20 Mr Scadden said that Mr Spano told him he had been authorised to offer him $5,000 towards outgoings. Mr Scadden replied that this amount was not enough and the defendants should be paying something in the order of $30,000. Mr Spano responded with an offer to pay $10,000 towards outgoings and then Mr Scadden said:

“Can we agree on $14,000 towards outgoings and you waive the kitchen fee charged to the (plaintiff)?” In this negotiation I have moved further than you have.”

21 Mr Scadden said that Mr Spano’s response was “agreed” so he then said to Mr Spano:

“Do you want to re-issue the acceptance letter of the extended sub-lease rental period up to March 2007, perhaps dating it 1 April 2005 to correlate to the expiry of the sub-lease and waiving the kitchen fee?”

22 Mr Spano responded by saying “yes”. The meeting then concluded and Mr Scadden returned to his office and prepared the memo to Messrs Farey and Choy, who were executives of the plaintiff. The memo is at A94 and is in the following terms:

“Hudson Pacific Group Pty Ltd (“HPG”) has received notification from Hudson Securities Corporation Limited (“HSC”) and Hudson Securities Pty Ltd (“HSPL”) that they wish to exercise the option to the lease agreement expiring 31 March 2005 for their portion of level2 131 Macquarie Street Sydney.

Following negotiations with Bob Spano, Chairman of HSC, it was agreed that from the 1 April 2005, the revised rental for level 2 131 Macquarie Street Sydney will be $164,623.35 paid monthly in advance on the first business day of each month plus GST.

This rental is calculated on the net lettable area of the floor space occupied by HSC and HSPL as follows 599.3 square metres x 55% = 329.62 square metres x $499.44 per square metre.

In addition Hudson Securities Corporation Limited has agreed to make an annual contribution to the outgoings of $14,000 plus gst similarly paid monthly in advance and will waive the monthly kitchen charge levied against Hudson Pacific Group Limited currently $565.00 plus GST.

Would you please prepare an invoice for this amount for the month of April 2005 and ongoing.”

23 On the same date a revised invoice for April 2005 was sent by the plaintiff to the defendants for rent in the amount of $13,718.60 adjusted by 3% in accordance with Lease plus an amount of $1,166.67 representing the defendant’s portion of outgoings ($14,000 pa) which Mr Scadden said he had agreed upon with Mr Spano.

24 Mr Scadden received no response from the defendants and they did not pay the plaintiff’s invoices. Accordingly, Mr Scadden arranged another meeting with Mr Spano on 13 May 2005 at which Mr Spano handed Mr Scadden a letter of that date. Mr Spano claimed the parties could not reach common ground on the matter and therefore the defendants wished to continue on a month to month tenancy at a holding over rate of 115% of the rent due under the lease as at 31 March 2005. Mr Spano confirmed in his letter that the defendants further agreed not to charge (the plaintiff) for kitchen sharing of $565.00 per month as included in our previous arrangements. The letter then went on to state:

“ We make this new offer, on the understanding that this agreement allows us continued shared ( ) to the boardroom on our floor as well as the continued shared use of the telephone system (PABX). Hudson Securities agrees to give every assistance to (the plaintiff) in finding a replacement tenant and agrees to grant free access to our premises in showing these to any prospective tenant”.

25 There followed a flurry of correspondence, including the letter from the defendants’ solicitors Norton White to the plaintiff’s solicitors dated 26 May 2005 (annexure “I” to Mr Spano’s affidavit, Exhibit 3) in which the defendants acknowledged they had received a copy of the Mr Scadden’s memorandum dated 21 April 2005 to Messrs Farey and Choy set out above.

26 The defendants subsequently quit the premises and the plaintiff has brought this action against them claiming damages for repudiation. The defendants deny a repudiation, claiming they were holding over on a monthly basis and were therefore entitled to quit the premises after giving the appropriate notice. A determination of these competing views largely involves consideration of the oral evidence and relevant documents.

27 I was impressed with Mr Scadden as a witness. Although he was inclined to be a bit brusque whilst giving answers in cross-examination and somewhat didactic as well, nevertheless I have assessed Mr Scadden as a truthful witness and, importantly, I am satisfied he is a person who has a good recollection of the events in question. Unlike the defendants, which had three different people trying to deal with this matter at different points in time, Mr Scadden was the constant from the plaintiffs’ point of view in that he was involved in negotiations with the defendants from beginning to end. He was unshaken in cross-examination. I therefore accept his evidence.

28 I take a different view of the evidence given by the defendants’ witnesses.

29 In the case of Mr Bean, his evidence reveals that the directors of the defendants were going to defer a decision about exercising the option pending the outcome of certain commercial matters they were investigating. Although in paragraph 10 of Exhibit 1 Mr Bean stated that he was told by Mr Spano and Mr Metcalfe to inform Mr Scadden that the defendants could not exercise the option right now but was likely to do so before 31 March, this is not the impression he created in Mr Scadden’s mind and I do not accept Mr Bean’s evidence about this. Mr Bean conceded in cross examination that he only told Mr Scadden that it was highly likely the option would be exercised. Mr Scadden therefore believed it would happen, having again been misled about the defendants’ intentions.

30 Mr Bean conceded in cross-examination that when he sent the document at A92 he intended to create legal relations.

31 Mr Metcalfe’s evidence in Exhibit 2 was that he asked Mr Scadden for a pricing proposal based on a tenancy of 6, 12 or 18 months rather than two years and that Mr Scadden replied that it would cost the defendants. He claimed that Mr Scadden had told him the cost would be in the order of an increase of 50% in the rent. He claimed on about 8 April he told Mr Scadden that the defendants were thinking of buying premises elsewhere. Mr Scadden denied these conversations.

32 I have no confidence in Mr Metcalfe as a witness because he demonstrated whilst in the witness box that his recollection of events was extremely poor. He admitted the conversations he deposed to were casual, he made no notes of them and, critically, he could not recall whether Mr Scadden had told him that the plaintiff wanted the exercise of the option in writing when clearly this is what occurred. In addition, before giving his evidence, Mr Metcalfe had discussed the matter with Mr Bean and Mr Spano and had read their affidavits. In my assessment, this infected Mr Metcalfe’s evidence.

33 The reality was that Mr Metcalfe, in March 2005, was relying on Mr Bean to conduct negotiations. In April 2005, Mr Metcalfe was relying on Mr Spano. In his own words, Mr Metcalfe said he “had very little to do with it” with the result that I do not accept his evidence where it is in conflict with that of Mr Scadden.

34 When pressed about the defendants’ letter of 14 April 2005 at A92, Mr Metcalfe conceded that it was the intention of the defendants to represent that they would stay on in the premises on the same terms and conditions as applied under the Lease. From Metcalfe’s point of view, as a director, he said that Mr Spano was authorised to talk to Mr Scadden about the question of outgoings.

35 Mr Spano demonstrated in the witness box that he was still not au fait with the Lease because he said his current understanding, notwithstanding the events which had occurred, was that the defendants had until 31 March 2005 to exercise the option when it was clear that both Mr Bean and Mr Metcalfe, by the time of the hearing, well understood, as had Mr Scadden, that the option should have been exercised by 31 December 2004.

36 When confronted with the defendants’ letter of 14 April 2005 at A92 which recorded the defendants verbal notice of their intention to exercise the option to renew the Lease Mr Spano initially maintained in the witness box that he was unaware that the defendants had given that commitment. When pressed about this and other matters Mr Spano said that he was relying on his memory, which in my assessment was poor. For example, he said that at a directors’ meeting of the defendants on 14 April 2005, the directors had discussed the renewal of the Lease but were not prepared to put anything in writing because the defendants were not sure of their immediate intentions regarding occupation of the premises. This evidence is completely inconsistent with contents of the letter of 14 April 2005. Mr Spano’s evidence in this regard was all over the place. Initially, Mr Spano said he agreed with what Mr Metcalfe had said in the letter, then he said he did not agree with it, then he said he allowed it to go out because it was then the defendants’ position to exercise the option. This left the Court in no doubt that Mr Spano had no real recollection of what had occurred and was doing his best in the witness box to shore up the defendants’ position. In my assessment, Mr Spano made things up as he was going along in the witness box. He was a most unimpressive witness.

37 Similarly, when confronted with Mr Scadden’s memo at A94, Mr Spano claimed he only saw the document during the discovery stage in the proceedings. However, Mr Spano conceded he was the person who had instructed Mr Fox of Norton White to write the letter of 26 May 2005 being annexure F to Exhibit 3. Norton White’s letter makes it clear that they had a copy of Mr Scadden’s memorandum of 28 April 2005 in their possession at the time. The obvious inference, which I draw, is that it was Mr Spano who supplied it to Norton White.

38 Regarding the coffee shop meeting, Mr Spano said he made no firm arrangement with Mr Scadden. He acknowledged, however, agreeing to contribute $14,000 towards outgoings and agreeing to forego charging the plaintiff for the kitchen expenses, but claimed to have said such agreements were all subject to his board agreeing.

39 Apart from accepting Mr Spano’s concession that he had authority from Messrs Metcalfe and Bean to bind the defendants at the meeting with Mr Scadden on 21 April 2005, I do not accept his version of what occurred at the meeting. I prefer and accept, unreservedly, Mr Scadden’s evidence about what happened at that meeting.

40 This is not a case about whether or not the defendants validly exercised an option to renew the Lease. Rather, it falls into that category of cases where the Court has to consider whether or not the action of the tenant in purporting to exercise an option is in truth an offer to enter into a new lease, and whether such an offer has been accepted by the landlord: Duncan Properties Pty Limited v Hunter (1991) 1Qd R101. This is because, and there is no doubt on the evidence, that the plaintiff made it clear, through Mr Scadden and his letter of 11 April 2005, that the Lease had expired on 31 March because the defendants had not exercised the option to renew. In the circumstances, therefore, properly construed, the letter dated 14 April 2005 from the defendants to the plaintiff was an offer to enter into a new lease. That offer was to take a lease on the same terms as would have been the case if the option to renew the Lease had been exercised.

41 The defendants submit that the plaintiff did not accept the offer because Mr Scadden raised matters going to the Cooperation Agreement. The Cooperation Agreement is found at A18. As will be seen, that was an agreement between Dumas Corporate Pty Limited and the second defendant, made on 21 January 2003. It arose out of the acquisition by Dumas Corporate Pty Limited of shares in the second defendant. Neither the plaintiff nor the first defendant were parties to the Cooperation Agreement. For practical purposes, the Cooperation Agreement anticipated a lease being entered into between the second defendant and the plaintiff (hence the reference to “Hudson Investment Group” in the Cooperation Agreement) and in particular, the provision of the following facilities which would be beneficial, again as a practical matter, from the point of view of the two defendants:

(a) Access to the boardroom.

(b) Access to the PABX system.

(c) Shared reception facilities.

(d) Share kitchen facilities.

42 As I have made clear, the corporations which were parties to the Cooperation Agreement were not identical to those which were party to the Lease. Moreover, the Lease did not deal with the provisions of facilities (a) – (d) above. What occurred on 21 April 2005, therefore, in relation to the provision of these facilities, and I so find, was that the plaintiff and defendants entered into a new contract for the continuing use of and access to these facilities in consideration of the defendants agreeing not to charge the plaintiff a kitchen fee, as well as paying an amount of $14,000 for outgoings. This new contract was collateral to the main contract between the plaintiff and the defendants to renew the Lease for a further period of two years. The main contract was formed when Mr Scadden told Mr Spano at the coffee shop meeting on 21 April 2005, in effect, that the plaintiff accepted the defendants’ offer contained in the defendants’ letter dated 14 April 2005 to renew the Lease for a further period of two years at the existing rent plus the CPI increases provided for under the Lease. In this regard, I reject the defendants’ submission that what took place on 21 April 2005 was, somehow or other, negotiation of further lease terms and therefore a non-acceptance by the plaintiff of the defendants’ offer contained in its letter of 14 April 2005. The position is that, in relation to outgoings, these were already governed by the terms of the Lease and, just as the parties appeared to have misunderstood how the option in the Lease worked, so too they appeared to have laboured under the misapprehension as to how the outgoings worked. Clause 8 of the Lease provides as follows:

“8 OUTGOING AND OTHER EXPENSES
Rates and taxes
The Tenant must pay or reimburse to the Landlord all rates, assessments, levies or taxes assessed or charged on the Premises by any Authority occasioned by the use of the Premises by the Tenant.

Utilities
The Tenant must pay for all Utilities provided to or used on the Premises during the Term.”

43 Clearly, the plaintiff had, in the past, overlooked the fact that it was entitled to charge the defendants for outgoings. Nothing had changed when the plaintiff accepted the defendants’ offer of 14 April 2005. All that occurred on 21 April 2005 was that, as part of the consideration for the formation of the collateral contract, the plaintiff agreed to accept the amount of $14,000 in respect of outgoings under the Lease. There had been no variation or otherwise of the terms of the Lease.

44 By reason of the Court’s findings, it follows that there was compliance with the provisions of section 54A of the Conveyancing Act 1919 and accordingly, the submissions made by the defendants in reliance on the provisions of section 23D of that Act have no application.

45 Although it was submitted that Mr Scadden lacked authority to accept the defendants’ offer, I reject this submission because it was contrary to his evidence. Furthermore, what Mr Scadden did at the meeting on 21 April 2005 was clearly ratified by the plaintiff as is evident from Mr Scadden’s memorandum of 21 April 2005 at A 94.

46 The plaintiff has therefore made out its case that the defendants repudiated the new lease.

47 In terms of damages, the plaintiff claims $168,000 (round figures) for rent up to 31 March 2007, plus GST, a total of $184,000 (round figures). This calculation takes into account rent received between 1 April 2005 to date from M & C Saatchi Pty Ltd, which occupied part of the leased premises. The arithmetic is not challenged by the defendants.

48 The plaintiff also seeks to claim outgoings plus shared expenses. Because the plaintiff has not sued on the collateral contract, it is not entitled to recover the shared expenses or the $14,000 per annum for outgoings agreed to be paid under that contract.

49 Under the renewed Lease, however, the defendants were obliged to pay outgoings. The evidence on the quantum of outgoings is imprecise. Fourteen thousand dollars per annum is not the yardstick because that was part of the consideration payable by the defendants for continuing use of the facilities. The evidence of Mr Scadden suggests outgoings were as high as $30,000. Mr Spano’s evidence was that they were as low as $5,000. In my opinion, an allowance ought be made for outgoings, after taking into account the fact that, inferentially, M & C Saatchi Pty Ltd would have contributed to outgoings whilst they were in occupation of part of the premises. Doing the best I can in this regard, taking account of the occupation by M & C Saatchi Pty Ltd for a period of nine months, and subject to other matters referred to below, I allow $15,000 by way of damages for this item.

50 The defendants’ principal submission on damages is that the plaintiff has not acted reasonably: see paragraphs 32 and 33 of counsel’s initial written submissions. See also paragraphs 24-32 of defendants’ counsel’s supplementary submissions.

51 I am not satisfied that the plaintiff has acted unreasonably. I am satisfied that the plaintiff mitigated its loss. The plaintiff engaged real estate agents as soon as it could to find suitable tenants. The plaintiff succeeded in letting a portion of the premises.

52 In assessing damages, it seems to me that, doing the best I can, I ought to take account of the fact there is some likelihood the plaintiff will be successful in tenanting the area leased by the defendants within the near future. I therefore propose to deduct from the plaintiff’s award of damages the amount of $50,000. In arriving at this figure, I have also allowed for the fact that the plaintiff will be recovering from the defendant a portion of monies which would otherwise have been paid between now and 31 March 2007 if the defendants had remained in the premises. As well, I have taken into account of and made allowance for the plaintiff’s entitlement to claim interest under the Uniform Civil Procedure Act 2005.

53 Thus, I arrive at a figure for damages as follows:

Lost Rent - $184,800.00
Allowance for Outgoings - 15,000.00
Sub-Total - $199,800.00
Less - 50,000.00
Total - $149,800.00

54 In the result, inclusive of interest, there will be a Verdict and Judgment for the plaintiff in the amount of $149,800.

55 Costs should follow the event on the usual party/party basis but I will entertain submissions if one or other of the parties wishes to contend otherwise.

56 I direct that the exhibits be retained in the Registry for 28 days.

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