MLC Ltd v J & W Management Services P/L
[2001] VSC 352
•27 July 2001
| IN THE SUPREME COURT OF VICTORIA | Not Restricted | |
AT MELBOURNE
COMMON LAW DIVISION
No. 5266 of 1996
| MLC LIMITED | Plaintiff |
| v | |
| J & W MANAGEMENT SERVICES PTY LTD | First Defendant |
| KEVIN STANLEY ROBERT SEDAWIE (in his capacity as Administrator of the Estate of Charles Warwick Mahony) | Second Defendant |
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JUDGE: | McDonald J | |
WHERE HELD: | Melbourne | |
DATE OF HEARING: | 27 July 2001 | |
DATE OF JUDGMENT: | 27 July 2001 | |
CASE MAY BE CITED AS: | MLC Ltd v J & W Management Services Pty Ltd | |
MEDIUM NEUTRAL CITATION: | [2001] VSC 352 | |
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Damages in the nature of interest, Supreme Court Act 1986 s. 60: costs, “Bullock” order not made, matters taken into consideration.
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APPEARANCES: | Counsel | Solicitors |
| For the Plaintiff | Mr M.K. Moshinsky | Dibbs Barker Gosling |
| For the Defendants | Mr C.C. Macaulay | Ebsworth & Ebsworth |
HIS HONOUR:
In these proceedings on 24 July 2001 I delivered my judgment and ordered:
(1)That there be judgment for the plaintiff against the first defendant in the sum of $531,615.74; and I further ordered that the first defendant pay that sum to the plaintiff.
(2)That there be judgment for the second defendant against the plaintiff and ordered that the plaintiff's proceedings against the second defendant be dismissed.
On that day counsel on behalf of the plaintiff sought an order that the first defendant pay to the plaintiff damages in the nature of interest pursuant to s.60 of the Supreme Court Act 1986. He further indicated that if an order was made in favour of the second defendant against the plaintiff for costs, he would seek on behalf of the plaintiff a "Bullock" order or a "Sanderson" order against the first defendant. I adjourned until yesterday those applications, when I heard submissions by senior counsel on behalf of the plaintiff and counsel on behalf of the defendants.
On behalf of the plaintiff it was submitted that pursuant to s.60 of the Supreme Court Act, the court should order the first defendant pay to the plaintiff damages in the nature of interest from 10 January 1997 to the date of judgment at the relevant rates provided by the Penalty Interest Act 1983 from time to time during that period. Section 60(1) of the Supreme Court Act provides:
"(1)The Court, on application in any proceeding for recovery of debt or damages, must, unless good cause is shown to the contrary, give damages in the nature of interest at such rate not exceeding the rate for the time being fixed under s.2 of the Penalty Interest Rates Act 1983 as it thinks fit from the commencement of the proceeding to the date of judgment over and above the debt or damages awarded."
The sum sought on behalf of the plaintiff against the first defendant was $301,054.70. It was particularised as follows:
- 10/01/1997 to 22/02/1998 409 days at
13.2% $ 78,632.51
-23/02/1998 to 16/04/2001 1149 days at
12.3% $205,840.15
- 17/04/2001 to 24/07/200199 days at
11.5% $ 16,582.04
Total: $301,054.70
There was no dispute that the rates set out were the relevant rates of interest as provided by the Penalty Interest Rates Act 1983 during the relevant periods, nor was there any dispute as to the arithmetical correctness of the claim made on behalf of the plaintiff.
Although as provided by s.60(1) of the Supreme Court Act, "unless good cause is shown to the contrary", damages in the nature of interest are to be awarded under that section from the commencement of the proceedings to the date of judgment. On behalf of the plaintiff, damages in the nature of interest were sought from a date subsequent to the commencement of the proceedings. These proceedings were commenced against the first defendant by the filing of the plaintiff's writ on 24 April 1996. As appears from my judgment in these proceedings, the sum of $531,615.74 was paid by the plaintiff to Cash Resources on 10 January 1997. It was the payment of that sum which quantified the damages suffered by the plaintiff in consequence of the acts and omissions of the first defendant, which I held entitled the plaintiff to recover that sum against the first defendant by way of damages in these proceedings. It was on that date which the plaintiff suffered damages in the amount that I ordered to be paid by the first defendant to the plaintiff in these proceedings. The date of 10 January 1997 was selected on behalf of the plaintiff to be the date on which the calculation for damages in the nature of interest should commence and be calculated in these proceedings.
On behalf of the first defendant it was submitted that in determining the amount of damages in the nature of interest to be awarded in favour of the plaintiff against the first defendant, the court should have regard to the fact that although the writ was issued on 24 April 1996, the writ was not served until 23 February 1997 and a statement of claim was not served until 2 September 1997. During the course of exchanges between myself and counsel for the defendants, and a discussion as to events, that, on behalf of the plaintiff it had been contended, occurred during the period, from the issue of the writ until its service, counsel for the first defendant, conceded that as to the first of these two matters there was little substance in it. I put it aside.
As to the second period, that is from the service of the writ until the statement of claim was served, there was no specific material put before the court as to the events that occurred or as to what transpired between the parties during this period.
When issued, the plaintiff's writ against the first defendant, and then when the second defendant was joined as a party to the proceedings, the plaintiff's claim against the defendants was contained in a general endorsement on the writ. It was not until 5 September 1997 that the plaintiff's statement of claim was filed. I have no evidence as to what occurred during that period relevant to these proceedings and relevant to the issue now under consideration. Having regard to the complexity of the facts and issues in these proceedings, it could well be understood that such may have caused some delay in drawing the initial pleading. It is to be noted that on 10 November 2000 the plaintiffs amended statement of claim was filed as endorsed by senior and junior counsel who appeared at trial on behalf of the plaintiff.
There is no good reason in my view in this case why I should not assess damages in the nature of interest to commence from the time that the aforesaid sum was paid to Cash Resources. It is appropriate to assess such damages as calculated from 10 January 1997.
It was further submitted on behalf of the first defendant that in assessing damages in the nature of interest, the same should be assessed at an interest rate of eight per cent. It was submitted that such was an appropriate rate of interest at which such damages should be assessed as such rate would properly reflect the nature of such damages, being compensatory in nature, and that such rate would more accurately reflect the commercial rate of interest during the relevant period. It was submitted that to award damages in the nature of interest at the rates provided by the Penalty Interest Rates Act, would be to over-compensate the plaintiff. It was submitted that to assess such damages at eight per cent would lead to a just result between the plaintiff and the first defendant.
Section 58(1) of the Supreme Court Act in part provides:
"If in a proceeding a debt or sum certain is recovered, the Court must on application, unless good cause is shown to the contrary, allow interest to the creditor on the debt or sum at a rate not exceeding the rate for the time being fixed under s.2 of the Penalty Interest Rates Act 1983".
In Clarke v. Foodland Stores Pty Ltd (1993) 2 V.R. 382, the Court in its Appeal Division (Fullagar, Marks and J.D. Phillips JJ), when dealing with an appeal from an order made under s.58 of the Supreme Court Act at p.389 said:
"As we read s.58(1) the general rule is that the court is to allow interest at a rate which is equal to or less than the rate for the time being fixed under s.2 of the Rates Act. Contrary to the liquidator's submission, that power to fix a lesser rate does not depend upon 'good cause [being] shown to the contrary'; it depends upon the simple fact that s.58(1) purports to prescribe only a maximum rate. By directing the court to allow interest "at a rate not exceeding" the rate fixed under s.2 of the Rates Act the court is otherwise left at large, and to that extent, has a discretion in the matter. It is, of course a discretion to be exercised judicially but, by the same token, such a discretion may not be circumscribed by attempts to define what must or must not be taken into account when the discretion fails to be exercised.'...."
In my view that said by the court in Clarke v. Foodland Stores Pty Ltd has application to the matter now under consideration. It is not submitted in this case that there should be no award of damages made for the benefit of the plaintiff under s.60 of the Supreme Court Act. Rather that which is submitted is that in exercise of this court's discretion, the damages should be calculated at eight per cent rather than at the maximum rate permissible.
I am required to exercise the discretion of the court judicially. Should I make some estimate of the rate of interest other than the maximum rate provided by the Penalty Interest Rates Act by reference to personal experience or experience and knowledge gained from other commercial cases coming before me in this court? In my view, I should not.
Bischof v. Adams [1992] 2 V.R. 198 concerned proceedings in which the plaintiff claimed to be entitled to recover from the defendant, the trustee of the Estate of George Adams, deceased, a sum of money amounting to first prize in a Tattslotto draw. Gobbo J dealt with applications for costs to be paid by a non party to the proceedings, and he also dealt with an application for an order for interest under s.58(1) of the Supreme Court Act. The defendants had submitted that s.60 of the Supreme Court Act had application rather than s.58. His Honour held that s.60 did not apply. Having so decided, His Honour at p.207 said:
"There was a further argument, namely that I should not grant interest at the rate fixed under the Penalty Interest Rates Act 1983 because the defendants had been holding the prize money in a trustee investment or equivalent and had earnt considerably less than the rate fixed under the Penalty Interest Rates Act 1983.
This was not the subject of any evidence at all or any agreement and I am therefore unable to give effect to the argument. But I have some doubt whether it would have been proper for me simply to award the rate earnt by the defendants even if there had been evidence.
After all, the rate is fixed at a penalty level to reflect the fact that the defendant has deprived the plaintiff of money due.
The matter of interest and discretion was discussed generally in the decision of Tadgell J in David Leahey (Aust.) Pty.Ltd. v. McPhersons Ltd. [1991] at 2 V.R.367. His Honour was of the view that there was no general discretion to withhold interest which had to be awarded unless good cause was shown. As to the rate to be applied, in view of the words 'not exceeding', there was no obligation to award the statutory rate but in determining what rate to apply, the court had to seek to achieve a just result. The case concerned a claim for interest at a higher rate than that fixed by the Act, based upon a special concession during the proceedings. The decision does not therefore cover the present argument.
In the present case, I am not able, because of the absence of evidence, meaningfully to apply any reduced rate of interest, though as I have already indicated, I doubt whether the test can properly be what the defendants earnt by way of interest."
That which was said by His Honour has particular application to this case. However, in the circumstances of this case, there is no material before the court which in my view should cause me to select some rate of interest below the maximum provided. It was said by the court in Clarke v. Foodland Stores at p.396:
"Nevertheless, the rate may not be altogether irrelevant to the result. It may be accepted that the purpose of the statutory power to allow interest is to compensate the plaintiff for being kept out of his money, although not because he has on that account lost the opportunity to invest it, but because he has thereby been deprived of its use. This has been laid down now by a unanimous High Court in relation to interest on damages for personal injuries: M.B.P. (S.A.) Pty.Ltd. v. Gogic (1991) 171 C.L.R. 657 at p.663."
Thereafter the court referred to a number of decided cases. At p.396, the court further said:
"It follows, then, that as interest is to compensate the plaintiff, it is not to be allowed simply for the purpose of penalising the defendant for not having paid earlier, although, of course, an award of interest may have that effect."
And further:
"Allowing interest at proper commercial rates may well encourage defendants not to delay litigation for the sake of it, but it appears from the authorities that that is not the purpose for which the statutory power to allow interest is now recognised as having been conferred."
This is not a case where damages awarded by judgment to the plaintiff had not all been suffered at the time selected by the plaintiff as the appropriate commencement date for the calculations. Therefore in such circumstances no adjustment should be made in assessing damages in the nature of interest under s.60 of the Supreme Court Act for such an event in this case.
In my view there is no good reason in this case why damages in the nature of interest should not be awarded at the rate sought to be used on behalf of the plaintiff, although it is the maximum rate as provided by the Penalty Interest Rates Act as claimed by the plaintiff.
I propose to order that the first defendant pay to the plaintiff damages in the nature of interest in the sum of $301,054.70.
There was no argument addressed to the court on behalf of the first defendant why the plaintiff should not have the costs of the proceedings including reserved costs against the first defendant. I propose to make an order that the first defendant pay the plaintiff's costs of the proceedings including reserved costs.
On behalf of the second defendant, application was made for an order that the plaintiff pay the costs of the second defendant.
From the outset of these proceedings the second defendant was represented by the same solicitors who represented the first defendant. At trial the defendants were represented by the same counsel. Counsel for the second defendant informed the court that he was instructed that costs had been incurred in the proceedings by and on behalf of the second defendant over and above or otherwise than the costs incurred by the first defendant in defence of the plaintiff's claim against it. It was on that basis that the application was made that the second defendant have its costs of the proceedings against the plaintiff.
Although no argument was addressed as to why the second defendant should not have his costs of the proceedings against the plaintiff, it was submitted that in any order made that the plaintiff pay the second defendant's costs of the proceedings, such order should provide that such costs to be paid by the plaintiff not exceed any amount by which the joint representational costs exceeded what would have been incurred by the first defendant alone.
In my view on the second defendant being successful against the plaintiff in the proceedings against him, he is entitled to have his costs against the plaintiff. However such costs should be limited to those costs of the second defendant as exceed the joint representational costs in the proceedings of the first and second defendants.
On behalf of the plaintiff it was submitted that insofar as the plaintiff is ordered to pay the costs of the second defendant, the court should make a "Bullock Order" (Bullock v. General Omnibus Co [1907] K.B. 264 at 272) against the plaintiff, that is, that it should be ordered that the first defendant indemnify the plaintiff against the costs that it is ordered to pay the second defendant.
In Gould v. Vaggelas (1985) 157 C.L.R. 215 at 300, Gibbs CJ when considering what circumstances should exist before a court should make a "Bullock" order as to costs against an unsuccessful defendant said at 229:
"In my respectful opinion, however, the mere fact that the joinder of two defendants was reasonable does not mean that the unsuccessful defendant should be ordered to pay, directly or indirectly, the costs of the successful defendant. Obviously a judge should make a Bullock order only if he considers it just that the costs of the successful defendant should be borne by the unsuccessful defendant, and, if nothing that the unsuccessful defendant has said or done has led the plaintiff to sue the other defendant, who ultimately was held not to be liable, it is difficult to see any reason why the unsuccessful defendant should be required to pay for the plaintiff's error or overcaution."
Again at p.230 the Chief Justice said:
"In my respectful opinion the true position was clearly stated by Blackburn CJ in Steppke v. National Capital Development Commission ((1978) 39 L.G.R.A. 94 at p.100) when he said that 'there is a condition for the making of a Bullock order, in addition to the question whether the suing of the successful defendant was reasonable, namely that the conduct of the unsuccessful defendant has been such as to make it fair to impose some liability on it for the costs of the successful defendant.'"
In Reid v. Campbell Wallis Moule & Co Pty Ltd [1990] V.R. 859 Tadgell J considered an application by defendants on third party proceedings pursuant to which the defendants applied for a Bullock order so that the costs awarded against them in favour of successful third parties might ultimately be borne by the unsuccessful third party. At pp.876 to 877 His Honour traced the development of the practice, which had initiated in the Court of Chancery, in which the court in exercise of its discretion as to cost may make a Bullock order.
At p.879 after making reference to Norwest Refrigeration Services Pty Ltd v. Bain Dawes (W.A.) Pty Ltd (1984) 157 C.L.R. 149, His Honour at p.879 said:
"The Norwest case involved a claim by an insured for indemnity under a policy and, in the event that that claim failed, claims in negligence against a fisherman's co-operative that had held itself out as being prepared to arrange the insurance, and also against the broker through which arrangements for insurance were made. All claims failed at first instance, the insurer successfully relying on an exclusion clause. The Full Court of the Supreme Court of Western Australia dismissed an appeal against the broker but allowed an appeal against the co-operative, finding that the co-operative was negligent in failing to warn the plaintiff of the limitations of the insurance cover. A Bullock order was sought by the plaintiff requiring the co-operative to indemnify it against the costs it had been required to pay to the insurer. The Full Court refused a Bullock order and the High Court declined to disturb that decision. Gibbs CJ and Mason, Williams and Dawson JJ. said, at p.163, that the plaintiff's action on the policy was 'a straightforward action which was not interdependent with or in any real sense alternative to the claim against the
Co-operative.' I was invited to take a like view having regard to the obvious similarities between that case and this. The similarities, however, are apt to be deceptive, for there are also important differences.
It does not appear that in the Norwest case there was any conduct of the co-operative that would have justified it being made liable for the costs incurred by the plaintiff in unsuccessfully suing the insurer. So far as appears the plaintiff was not induced to sue the insurer by any conduct or attitude of the co-operative. The plaintiff simply chose to sue the insurer and failed, choosing also to sue the co-operative and broker in case it failed against the insurer. In the present case, on the contrary, it is evident that the defendants sued the society and Minet because the underwriters had denied liability, and after they had served a defence. To adapt the language of Dixon J. in Johnsons Tyne Foundry Pty Ltd v. President, Ratepayers and Councillors of the Shire of Maffra (1948) 77 C.L.R. 544, at 566, it may justly be said that the defendants were induced to join the society and Minet by the erroneous attitude adopted by the underwriters. I consider that the defendants took a reasonable and proper course in doing so. Their alternative would have been to wait the outcome of their trial as against the underwriters and, if they failed against them, then to sue the society and Minet. The convenience, if not the practical necessity, of taking the course they did is plain. It avoided circuity, the potential duplication of evidence and the risk of obtaining two inconsistent interpretations of the exclusion clause in the policy. In the circumstances I consider further that it is just that the underwriters should bear the costs of the defendants' joinder of the other third parties and that there should be a Bullock order as sought."
In Sunset Pty Ltd. v. The New Zealand Insurance Co Ltd (1999) 92 F.C.R 1, an employee of Sunset had sued it in negligence. Sunset joined as third parties its insurer, The New Zealand Insurance Co Ltd (NZI) another insurer Q.B.E Workers Compensation (N.S.W.L.R.) Ltd (QBE) and its broker Australian European Insurance (Brokers) Pty Ltd (AEI). Sunset succeeded on the third party proceedings against NZA but not against AEI. The trial Judge ordered that QBE and AEI have their costs against Sunset and that Sunset recover its costs against NZI but declined to make a Bullock order requiring NZI to pay the costs of the successful third parties.
On appeal the Full Court cited with approval, that which was said by Van Doussa J. in Fennell v. Supervision & Engineering Services Holdings Pty Ltd (1988) 47 S.A.S.R. 6 at 20 where His Honour said:
"The conduct of an unsuccessful defendant which shows that the joinder of the successful defendant was reasonable and proper to ensure a recovery is not confined to conduct before the date on which the successful defendant was joined. That conduct may, and often does, occur subsequently in the course of the proceedings. For example, the conduct may occur by the terms of the defence as in Bullock; during the interlocutory proceedings in aid of proof prior to trial (Post v. Colbert (1978) 20 S.A.S.R. 62 at 65); or arise at the trial: Altamura v. Victorian Railways Commissioners [1974] V.R. 33 at 35. I respectfully agree with Kaye J in the last mentioned case that circumstances of the case may require that his [the plaintiff's] decision should be adjudged by t he conduct of the defendants after the joinder of the successful defendant and even up until the jury's verdict."
After referring further to that said by Tadgell J. in Reid v Campbell Wallis Moule & Co, to which I have already referred, the Court said at p.5:
"In the present case, it is true the third party proceedings were issued against QBE and AEI on the same date as those against NZI. Nevertheless the claims were 'in a real sense alternative'. An employer carrying on business in New South Wales and the Australian Capital Territory has a policy for each jurisdiction, but both insurers deny liability. It would be surprising indeed if an employer did not join both insurers, and its broker, given the grounds of denial of liability. And, as Tadgell J points out, not to do so would create a real risk of circuity, delay and expense."
Counsel on behalf of the first defendant who, as I have said, also appeared for the second defendant resisted the application of the plaintiff for a "Bullock" order to be made against the first defendant with respect to the costs to be paid by the plaintiff to the second defendant.
He submitted that the second defendant was brought into the litigation from the outset; that the second defendant had done nothing in the litigation to occasion unnecessary expense or litigation; that the deceased had not been found to have done any wrongful act in the transactions complained of and that the reason for joining the second defendant was that the plaintiff desired to take a chance of obtaining an additional, not alternative, party against whom it might recover.
In my judgment I held that the deceased received the letter of 17 May 1990 sent by Capita to Cash Resources, care of the deceased at his business address, that the letter of 17 May 1990 was not forwarded by the deceased to Cash Resources, but had the letter of 17 May reached Cash Resources, it would have constituted a notice under s.59(1) of the Insurance Contracts Act cancelling the policy issued by Capita to Cash Resources, but in the events that occurred the policy remained on foot. I held that subsequent to that time, the agent of Capita or the plaintiff, failed to tell Cash Resources that Capita considered the policy to have lapsed and the agent failed to tell Capita, or the plaintiff, that it had failed to pass on to Cash Resources the letter of 17 May 1990. I held that from 26 May 1989 the agency agreement existing between Capita and the deceased terminated and thereafter an agency agreement came into existence between Capita and the first defendant and the plaintiff and the first defendant.
For the reasons set out in my judgment I concluded, that the first defendant breached an express contractual obligation that it had pursuant to its agency agreement with Capita, and by its acts and omissions, it breached the duty of care that it owed to Capita and the plaintiff and that it acted in breach of s.52 of the Trade Practices Act and further that by reason of its acts and omissions it caused the plaintiff to suffer loss and damage in the sum of $531,615.74. For the reasons set out in my judgment I concluded that the deceased was not liable to the plaintiff, and thereby the second defendant was not liable to the plaintiff in damages.
In the statement of claim of the plaintiff filed on 5 September 1997 the plaintiff alleged that the first defendant acted in breach of a term of its agency agreement with the plaintiff and that negligently both the first defendant and the deceased were guilty of acts and omissions which caused the plaintiff to suffer loss and damage.
The plaintiff also alleged that the first defendant breached s.52 of the Trade Practices Act and the deceased breached s.13 of the Fair Trading Act which caused the plaintiff to suffer loss and damage. The plaintiff claimed damages against both defendants. By their defence, the defendants denied that the first defendant had breached the agency agreement, and denied that they were negligent as alleged, and further denied the allegations relevant to the Trade Practices Act and the Fair Trading Act.
By those pleadings it could not be reasonably said that the first defendant did anything which caused the plaintiff to continue the proceedings against the second defendant. The plaintiff's claim in damages was against both defendants, it was not made in the alternative.
By paragraph 17 of its amended statement of claim, the plaintiff alleged: that in breach of the terms of each of the agency agreements the deceased or the first defendant (as the case may be) and negligently both the first defendant and the deceased did acts and failed to do acts thereafter set out.
By paragraph 18, the plaintiff alleged that the first defendant and the deceased respectively breached provisions of s.52 of the Trade Practices Act and s.13 of the Fair Trading Act. The plaintiff's claim in damages was made against both defendants.
By their defence to paragraph 17 of the plaintiff's amended statement of claim the defendants made admissions with respect to some particular acts and omissions and denied others and further pleaded that they denied that the first defendant breached the agency agreement as alleged or that they were negligent as alleged in that paragraph. They further denied the allegations made in paragraph 18 of the amended statement of claim.
By these pleadings it could not be said reasonably in my view that there was any conduct or act on behalf of the first defendant which was a cause of the plaintiff continuing its claim against the second defendant.
Although by paragraph 17 of its amended statement of claim, one aspect was pleaded in the alternative, its allegations of negligence and the allegations that the first defendant breached s.52 of the Trade Practices Act and that the deceased had breached s.13 of the Fair Trading Act were claims against each defendant alleging that the same had caused the plaintiff to suffer loss and damage.
At trial the case for the plaintiff was not pursued as claims against the first defendant and the second defendant in the alternative. Rather, the case that was made on behalf of the plaintiff, was made against both defendants. Damages were sought against both defendants.
It was after the final addresses of counsel had closed that I received a memorandum from senior counsel for the defendants dealing with the submissions made on behalf of the plaintiff that the deceased as a director of the first defendant was personally liable to the plaintiff as to that which had been asserted to be negligent conduct on behalf of the first defendant.
My attention, by that memorandum, was drawn to the decision of Finklestein J. in Root Quality v. Root Technologies Pty Ltd [2000] F.C.R. 980 and that said by Lingren J. in Microsoft Corporation v. Auschina Polaris Pty Ltd (1996) 71 F.C.R. 231 at pp.241-2.
In my view there was in these proceedings nothing done on the part of the first defendant which could reasonably be said to be reason for the plaintiff continuing its proceedings against the second defendant, nor has the first defendant done anything which makes it fair and just that it should indemnify the plaintiff against the costs that it must pay to the successful defendant, the second defendant. The application for a Bullock order against the first defendant fails.
For these reasons it is ordered:
(1)That the first defendant pay to the plaintiff damages in the nature of interest in the sum of $301,054.70.
(2)That the first defendant pay the plaintiff's costs of the proceedings including reserved costs.
(3)That the plaintiff pay the second defendant costs of the proceedings, such costs to be limited to the costs of the second defendant as exceed the costs of the joint representation of the first and second defendant in the proceedings.
And I so order.
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