Paynter Dixon (Vic) Pty Ltd v Burns Philp Trustee Co. Ltd
[1989] FCA 702
•24 Jun 1989
IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION
I _
BETWEEN: PAYNTER DIXON (VICTORIA) ,. , . PTY. LIMITED PAYNTER DIXON PTY. LIMITED ;.- ,
Applicant , :
AND : BURNS PHILP TRUSTEE
COMPANY LIMITED
: ;
Flrst Respondent ! 7 7 .
AND : ESTATE MORTGAGE MANAGERS
LIMITED
Second Respondent ' +.
I -
AND : RICHARD JACOB LEW
.L
Third Respondent 1 .I
AND : ESTATE MORTGAGE MANAGERS
LIMITED ,. RICHARD JACOB LEW
Cross Claimants i L '
AND :
.
Cross Respondents
PRINCIPAL REQISTRY
CORAM: FOSTER, 3 .
DATE : FRIDAY, 24 JUNE, 1988. PLACE: SYDNEY.
REASONS FOR JUDGMENT
HIS HONOUR: The applicants in these proceedings, are companies engaged in the business of building. By their Amended Statement of Claim they allege that on the 8th December, 1983 the first applicant entered into an agreement with a company known as Life-Long Homes (Wantirna) Pty. Limited to construct a retirement village at Wantirna in Victoria. Construction of the village having proceeded for some time, the first and second applicants entered into a Deed of Agreement on the 7th March, 1985 with the first respondent, Burns Philp Trustee Company Limited and a number of companies collectively referred to as "Life-Long Homes". Under this agreement the first respondent agreed to finance completion of the construction of the retirement village on the land upon certain terms and
conditions. The first respondent entered into the agreement as Trustee of the Estate Mortgage Managers Trust. The second respondent, Estate Mortgage Managers Limited was the manager of this Trust and the third respondent was a director of the second respondent.
In the proceedings the applicants rely, inter alla,
upon clause 5.2 of this Agreement. That clause provides"5.2 Burns Philp covenants that upon the default of any or all of the mortgages over the land or other securities or obligations of Life-Long Homes, Burns Philp will advise Paynter Dixon in writrng of such default within fourteen (14) days."
The applicants also make claims against the second and third respondents for breaches of S. 52 of the Trade Practrces Act, 1974 for alleged misleading and deceptive conduct in relation to failing to advise the applicants as to breaches on the part of Life-Long Homes. It is unnecessary to set out in detail the nature of these claims.
The second and third respondents, as second cross-claimants, have brought a cross-claim against the second cross-respondents, Paynter Dixon (Victoria) Pty. Limited; Paynter Dixon Pty. Limited; David George Lane; Adrian John Lane, Gerald Anthony Fletcher; Paul William Robinson; Anthony John Roberts; ~ o e l Polkinghorne; Stephen Ray Williams and Roger
John Cornforth. The first two second cross respondents are, of course, the applicants in the proceedings. The third second cross respondent, David George Lane, is described as a consultant in the firm of solicitors Lane and Lane. The rest of the second cross respondents are pattners in that firm. The firm acts as solicitors for the applicants.
The Notlce of Motlon before the Court is brought on behalf of the third to the tenth second cross-respondents. It is brought in respect of the second cross claim in the proceedings being the cross-claim brought by the second and third respondent as second cross claimants against those second cross-respondents. The Notice of Motion seeks the following
"1. That the Second Cross-Claim be dismissed generally as against the Third Second Cross-Respondent;
2. That the Second Cross-claim be dlsmlssed generally as against the Fourth, Fifth, Sixth, Seventh, Eighth, Ninth and Tenth Second Cross-Respondents;
3. That the Second Cross-Claim be struck out as against the Third, Fourth, Fifth, Sixth, Seventh, Eighth, Nineth and Tenth Second Cross-Respondents;
4. Such further or other orders as to the
Court seems fit;
5. Costs."
Orders 1 and 2 are sought under order 20 rule 2 and
order 3 is sought under order 11 rule 16(a) of the FederalCourt Rules, to which reference will be made later in these
reasons. The relevant portions of the second cross-claim read
"4. By letter dated 6th March, 1985 from Solicitors acting on instructions from the cross claimants acting in the capacity of Manager of the Estate Mortgage Trusts and as Solicitors for the- first respondent in its capacity as Trustee of the Estate Mortgage Trusts it was proposed to the first and secondnamed cross-respondents by their Solicitors, the third to tenthnamed
cross-respondents, by way of clarification of the Deed of Agreement and the Deed of Loan more particularly identified in paragraphs 10 and 17 of Schedule "A" hereto that there be no recourse against the first respondent in the event of failure to notify any default under the said Deed of Agreement or Deed of Loan whether such failure arises through negligence or otherwise.
5. By letter dated 7th March, 1985 the flrst and secondnamed cross-respondents by their Solicitors, the third t o tenthnamed cross-respondents, represented to the cross claimants that the first and secondnamed cross-respondents were aware of and accepted the said terms of the said letter.
6. Acting on the faith and truth of the said
representations, the cross-claimants conducted the matter of the advance of funds from the Estate Mortgage Trusts by the first respondent to Life-Long Homes under the said Deed of Agreement and the said Deed of Loan conformably with a belief that the first respondent was under no legal obligation to notify the first and secondnamed cross-respondents of any default under the said Deed of Agreement or the said Deed of Loan.
7. If the first and secondnamed cross-respondents were not aware of or, alternatively, did not accept the terms of the said letter and in consequence of any failure of the first respondent and/or the cross-claimants to notify the flrst and secondnamed cross-respondents of any default by Life-Long Homes under the said Deed of Agreement or the said Deed of Loan the cross-claimants are liable to the applicants in
damages, which is not admitted, the conduct of
the cross-respondents in making the said
representations was negligent and was conduct in breach of Section 52 of the Act which was aided, abetted, counselled or procured by the third to tenthnamed respondents in breach of Section 75B(a) of the Act or, alternatively, the third to tenthnamed respondents were parties who were, directly or indlrectly, knowingly concerned in or parties to the said breach in contravention of Sectin 75B (c) of the Act.
PARTICULARS OF NEGLIGENCE
(a) Making the said representations without taking any or any adequate steps to ensure that the same were true.
(b) Failing to warn the cross-claimants that they could not trust or rely upon the representatlons.
8. In the premises, if the cross-claimants are liable to the applicants in damages as aforesaid they will suffer loss and damage by reason of the conduct of the cross-respondents and they are entitled to indemnity from the cross-respondents pursuant to the provisions of Section 82 or, alternatively, Section 87 of the Act."
The third to tenth second cross-respondents assert that no reasonable cause of action against them 1s disclosed by these pleadings and that they are an abuse of the process of the Court. In support of this claim, they have provided the oral and affidavit evidence of stephen Ray Williams pursuant to Order 20 rule 2(2). This is the only evidence which has been provided in the case.
Hr. Williams indicates that on the 4th March, 1985 he submitted to Messrs. Cohen Brown Solicitors the draft of the relevant Deed of Agreement and that he thereafter received a letter from that firm dated the 6th March, 1985. In relation to the proposed clause 5.2, set out above, that letter made the
following comments:- "5.2 It is Burns Philp's intention to make the arrangement as workable as possible to the mutual benefit of all parties. Part of this intent would be to advise Paynter Dixon of any serious or relevant default under its securities as soon as practicable after it became aware of such default. However, there is to be no recourse against Burns Phi.1~ in the event of failure to notify of any default, whether such failure arises through negligence or otherwise."
The letter also stated:-
"This letter is submitted by way of clariflcatlon of the terms of the Deed of Agreement, and is intended to be relied upon in the interpretation of the terms of that Agreement, even to the extent of reading down their literal meaning, should the need arlse.
We requlre confirmation that your cllent is aware of, and accepts the terms of thls leter and its affect (sic) on the Deed of Agreement before the Trust Manager will recommend its execution to the Trustee."
mr. Williams states, in his Affidavit, that he took instructlons from Mr. pike a Director of the flrst applicant, and Mr. Lindsay, a Project Manager of the first applicant, in relation to this letter. Having taken such instructlons, he replied by letter dated the 7th March, 1985. The relevant portlon of that letter is as follows:-
"We refer to your letter of 6th March, 1985. We have submitted the letter to our client company and subject to the amendments in respect of the individual clauses referred to hereunder, we confirm that our client is aware of and accepts the terms of that letter and its affect (sic) on the Deed of Agreement."
No specific reference is made to clause 5.2 but the letter also
respective letters are exchanged by way of "We confirm that we are instructed that our clarification of the terms of the Deed of Agreement to be relied upon in the interpretation of the terms of that agreement."
It is clear that these are the relevant portions of the letters referred to in the paragraphs of the second cross-claim set out above.
Mr. Wllliams also states in hls Affidavit that prlor to the fillng of the cross-claim, the subject of this application, a letter was received by Messrs. Lane and Lane from the Sollcltors for the second cross-claimants, which was
. ln the following terms:-
"As you know, we act for the Second and Third Respondent in the above proceedings. we enclose copies of the Second and Third Respondents' draft Defence and Cross-Claim whlch we are instructed to file and serve tomorrow in compliance with the timetable.
We have advised our clients, however, that the Cross-Claim agalnst the members of your flrm as the Third to Tenth Cross-Respondents would be rendered unnecessary if the Applicants were to acknowledge expressly that they were aware of and accepted the terms of the following letters, copies of whlch are enclosed:
1. Letter of 6th March 1985 from Cohen Brown to yourselves;
2.
Letter of 7th March 1985 from yourselves - to Cohen Brown;
and, in particular, that they now acknowledge that they are bound by and intend to honour that part of the letter of 6th March 1985 set forth as paragraph 5.2 in which it was agreed that "there is to be no recourse against Burns Philp in the event of failure to notify of any default, whether such failure arises through
negligence or otherwise."
("the non-recourse agreement"). If your clients are prepared to acknowledge that they are bound by and intend to honour the non-recourse agreement, we cannot see how it is that they can malntaln their claims in these proceedings arlsing out of any alleged failure to notify of any default.
If we are in error in our understanding concerning the effect of the non-recourse agreement, or if there is any basis upon which your clients say that they are entitled to dishonour that agreement, please let us know.
If your further consideration of the matter suggests that your client should honour the
non-recourse agreement, then what follows, we think, is that thelr clalms against our cllent should be dlscontlnued before further costs are wasted.
Please let us have your response before 12:OO
noon tomorrow. " In his oral evldence Mr. Williams stated that Davld
George Lane, the thlrd cross-respondent, was the chalrman of the parent company of the varlous Paynter Dixon companies. He was not, as at the 2nd of March, 1985, a member of the firm of Lane and Lane. He did not participate in profits and had no active
responsibilities within the partnership; nor did he participate
in any way in the day to day running of the business. He appeared on the partnership letterhead as a consultant, but had
no office in the partnership premises. As chairman of the Paynter Dixon parent company, he may have been present at some meetlngs and been involved in discussing negotiations with the respondents but he played no part in the transactions occurring
between the 4th and the 7th of March, 1985.
Mr. Williams said that, in relation to the letter of
the 6th March, 1985 from the respondents' solicitors, he gave
certain legal advice to Mr. Pike and that the instructions he received were in the context of the advice that he had given "wlth the exception of commercial decisions". He said that, after receiving instructions from Mr. Pike and Mr. Lindsay, he
sent off the letter of the 7th March, which letter reflected the
instructions he had received.Order 20 r 2 of the Federal Court Rules, provides, so
far as relevant, as follows:-
"2. (i) Where in any proceeding it appears to the Court that in relation to the proceeding generally or in relatlon to any claim for relief in the
proceeding -
(a) no reasonable cause of action is disclosed;
(b) the proceeding is frivolous or vexatious; or
(C) the proceeding is an abuse of the process of
the Court;
the Court may order that the proceedings be stayed or dismissed generally or in relation to any clalm for relief in the proceeding.
(ii) The Court may receive evidence on the
hearing of an application for an order under
sub-rule ( i ) . " AS previously indicated, relief is also sought under
order 11 rule 16(a). In the event, it is not necessary for me to set out the terms of this rule.
As previously indicated, the claim of the third to
tenth cross-respondents, in this application, is that the
cross-claimants' cross-claim against them be dismissed on the
basis that no reasonable cause of action is disclosed, or,
alternatively, on the basis that the cross-claim constitutes an
abuse of the process of the Court. It is clear that such orders can be made only in the
clearest of cases. The principles relating to the making of such orders are set out in the well known passage from the Judgment of
Barwick, C.J. in General Steel Industries Inc. v. Commissioner for Railways (N.S.W.) & Ors. (1964) 112 C.L.R. 125 at 128 to 129 where his Honour said:-
l ' . . . the jurlsdictlon summarily to terminate an action is to be sparingly employed and is not to
be used except in a clear case where the Court is
satisfied that it has the requiste material and
the necessary assistance from the parties to reach
a definlte and certain conclusion ... It issufficient for me to say that (the) cases
uniformly adhere to the view that the plaintiff
ought not to be denied access to the customary
trlbunal which deals with actions of the kind he
brings, unless his lack of a cause of actlon - ifthat be the ground on which the court is invlted
... to exercise its powers of summary dismissal -
is clearly demonstrated. The test to be applied
has been variously expressed; "so obviously
untenable that it cannot posslbly succeed" ..."
The claim against all the cross-respondents is brought
pursuant to sections 758 (a) and 75B (c) of the Trade Practrces
Act. Under the first sub-section, it is alleged that they aided,
abetted, counselled or procured an alleged contravention of S. 52
of that Act by the first and second cross-respondents, the
companies in the Paynter Dixon group. In respect of the clalm
under S. 75B (c), it is alleged that they were parties who were
directly or indirectly, knowingly concerned in or parties to the
same alleged breaches of S. 52.
So far as the fourth, fifth, sixth, seventh, eighth
and tenth cross-respondents are concerned, who are all active
partners in the firm of Messrs. Lane and Lane, there is, in my view, not the slightest indication of any basis upon which they
could be joined as cross-respondents in this cross-claim.
Section 75B(a) and (c) do not admit of claims based upon any concept of vicarious liability as between partners.
The
sections were considered by the Hlgh Court in Yorke v . Lucas, 158
C.L.R. 661. In that case, Mason, A.C.J. and Wilson, Deane and
Dawson, JJ. (at p. 666,7) said of S. 75B(a) as follows:-"Turning first to par. (a), the appellants
immediately encounter the difficulty that the
words used, "aided, abetted, counselled or
procured", are taken from the criminal law where
they are used to designate participation in a
crime as a principal in the second degree or as an
accessory before the fact. Both in the case of
felonies where the principal offender and the
secondary participant commit separate offences,
and in the case of misdemeanours where no
distinction is drawn between the two, a person
will be guilty of the offences of aiding and
abetting or counselling and procuring the
commission of an offence only if he intentionally
participates in it. To form the requisite intent
he must have knowledge of the essential matters
which go to make up the offence whether or not he
knows that those matters amount to a crlme. So
much was affirmed recently in Giorgianni v. The
Queen, (1985) 156 C.L.R. 473 where the relevantauthorities were examined."
In relation to S. 75B(c) their Honours say (at p.
669):-
"The appellants also rely upon par. (c) of the same
section which extends the definition of a person
involved to a person who has been in any way,
directly or indirectly, knowingly concerned in, or
party to, the contravention. There can be no
question that a person cannot be knowingly
concerned in a contravention unless he hasknowledge of the essential facts constituting the
contravention. "
There is simply nothing put against these
cross-respondents other than that they were partners of the cross-respondent, Stephen Ray Williams, the author of the letter
of the 7th March, which is basic to the cross-claimants' case.
No basis has been shown for even a prima facie suggestion of
participation by these gentleman in the events of the 4th to the
7th of March, which might bring them or any of them within theambit of the sections. No evidence has been adduced in answer to
the challenge mounted by them under Order 20 rule ( 2 ) . The suggestion that they should be retained as cross-respondents so
that they might be interrogated as to their having played any
role in these matters is, in my view, simply to Invite the Court
to sanctlon a future fishlng expedition, not to establish facts
in support of a claim, but merely to determine whether a claim
exists.I accordingly order that the proceedings be dismissed as against these cross-respondents.
I consider that the same course should be taken in
respect of the claim agalnst the third cross-respondent, David
George Lane. The evidence indicates, quite clearly, that, at the
relevant time he was not even a partner in the flrm. The
unchallenged evidence is that, although he was chairman of the
parent company of the Paynter Dixon Group, he played no part
whatever in the events from the 4th to the 7th of March. Insofar
as the alleged misleading and deceptive statements are said to be
contained in the letter of the 7th March, there is not the
slightest indication that he played any part in bringing that
letter into existence or had any knowledge of its contents.
I accordingly dismiss the proceedings as against him. There remains for consideration the proceedings
brought against Stephen Ray Williams.
The cross-clalm, set out in full above, is a somewhat
difficult document and needs to be read with some care in
relation to the correspondence upon which it is based. Paragraph
4 states that: "It was proposed to the first and second named
cross-respondents, by their Solicitors, the third to tenth named
cross-respondents, by way of clarification of the Deed of
Agreement and the Deed of Loan ... that there be no recourse
against the first respondent in the event of failure to notify
any default under the said Deed of Agreement or Deed of Loan
...". It is clear that this paragraph seeks to set out the
cross-claimants contention as to the effect of the letter of the
6th March, 1985.Paragraph (51, asserts that the first and second named
cross-respondents by their Solicitors by letter of the 7th of
March, represented "That the first and second named
cross-respondents were aware of and accepted the said terms of
the said letter."
It is to be observed that this paragraphs stops short
of any assertion that the first and second cross-respondents, by
their solicitors, accepted the non-recourse proposal pleaded in the previous paragraph. This pleading quite obviously leaves
open the question of whether the acceptance of the "said" terms
of the letter amounted to an acceptance of the non-recourse
proposal. Written documents being involved, this would be a
question of construction for the Court, in the event of dispute.Paragraph (6) sets out that the cross-claimants relied
upon the representations in the letter of the 7th March, and
performed their role in the various transactions "Conformably
with a belief that the first respondent was under no legal
obligation to notify the first and second named cross-respondents
of any default under the Deed of Agreement or the Deed of Loan."
This paragraph obviously refers to the fact that once the letter of the 7th March had been received by the solicitors for the first respondent, the cross-claimants, as second and
third respondents advised, pursuant to their role as manager of
the financial operations, the first respondent to advance the
moneys to enable the building project to go forward. It should
be noted that the second and third respondents are not sued by
the applicants on the basis that they were guilty of any breach
of clause 5(2) of the Agreement. They were not parties to it.
They are sued for alleged independent instances of misleading and
deceptive conduct under S. 52 of the Trade Practices Act,
occurring after the agreement had been entered into and relatingto failure to inform the applicants of defaults under the
securities. It should also be borne in mind that the financial
transactions involved were of considerable magnitude, negotiations between the parties were clearly at arms length, the
rights and obligations of the parties were to be governed by
formal written documents, and all parties were represented by
solicitors whose role was, in accordance with their respective
professional retainers, to look after the interests only of the
parties that they represented.It was clearly in the interests of the builder, the
Paynter Dlxon companies, to be made aware of whether the whole
project was financially viable and whether funds were coming in
from which payment could be made for their work. Those companies
would obviously wish to consider whether they should continue to
Incur further cost of building in circumstances where payment
might be in jeopardy. Equally, the finance company would wish,
if possible, to achieve a contractual situation where it would
not be liable to the builder through failure to keep it informed
as to the availability of funds. It is, in my view, necessary to
keep these matters firmly in mind when considering the clalm of
the cross-claimants against Mr. Williams. They were parties who
were being separately advised by their own solicitors. Mr.
Williams was the solicitor for the first and second
cross-respondents with the obligation to advise those parties and
give effect to their instructions. It is not suggested that he
owed any form of common law duty of care to the cross-claimants.
The reference to negligence in the claim against him is by way of
support of the claim for the breaches of S. 75B(a) and (c) of the
Trade Practices Act.
The cross-claimantsr claim for relief against Mr. Williams is to be found in paragraph 7 of the cross-clalm, set out above. The pleading is somewhat compendious and convoluted. ~t appears to involve two separate allegations of a breach by hlm of the relevant sub-sections of S. 75B. firstly by partlcipatlng in a representation by the cross-respondent Paynter Dixon companies that they were aware cf "The terms of the said letter" which representation was misleading and deceptive and in breach
t
i
| i | ' |
17.
| I | of S. 52 of the Trade Practices Act, in that those |
| i | cross-respondents were to his knowledge, not so aware and, secondly, by simllar participation in the making of a representatlon by those companies to the effect that they "accepted the terms of the said letter" when in facc, to his knowledge they did not do so with the result that a similar breach of S. 52 was involved. |
| It is to be observed that in none of the paragraphs constituting thls cross-clalm, after paragraph 4, is there any reference to the non-recourse proposal as such. All references | |
| are to the "said terms of the said letter", meaning thereby the letter of the 6th March, 1985. The pleading is, in my view, confused and defective. In order to determine the questlon raised under order 20 rule 2, it is necessary to consider the letters themselves. I accordingly turn to those documents. | |
| The relevant portions of the letter are set out above. They are in curiously indirect terms. It may be assumed that the first respondent was not happy to accept the unqualified | |
| obligation imposed upon it by clause 5(2) of the draft Deed. | |
| |
| non-recourse although the Deed was to be executed as a formal agreement between the parties shortly thereafter. The matter was, instead, dealt with in the manner appearing in the letter. | |
| Accordingly, the statement made in relation to the proposed clause 5 ( 2 ) that "there-is to be no recourse against Burns Philp ..." was necessarily to be read in conjunction with |
the further statement that the letter was submitted by way of clarification of the terms of the Deed and was intended to be relied upon in the interpretation of its terms "even to the
extent of reading down their literal meaning should the need
arise". This would appear to be no more than a unilateralexpression of intention on the part of Burns Philp.
The next paragraph is, in my view, of critical
importance. It is clearly relied upon as providing the basis for
the cross-claim. It required confirmation that Mr. Williams'
client "is aware of, and accepts the terms of this letter and itsaffect on the Deed of Agreement".
- It is perfectly clear and uncontested that Mr.
Williams referred this letter to his clients. It was clearly the
subject of advice to the client from Mr. Williams and
instructions from the client to him as to the reply to be made.
It cannot therefore be successfully asserted that Mr. Williams
participated in a misrepresentation as to his cllentsr awareness
of the terms of the letter. The cross-claim, so far as it relieson this assertion, is clearly quite untenable.
As to the allegation that Mr. Williams participated in
a misrepresentation by his client that it "accepted the terms of
the letter", it must be noted that by his letter in reply,
written after discussion with his client, Mr. Williams provided
confirmation in precisely the terms sought, nameh that "Our
client is aware of and accepts the terms of that letter and its
affect on the Deed of Agreement". In the pleading of thecross-claim, no reference is made to the words "and its affect on
the Deed of Agreement". Clearly, rellance is placed only upon
the words "Accepts the terms of thls letter".In my view, it is quite impermissible to approach the construction of this correspondence in this way. No punctuation separates the two matters acceptance of which is sought to be
confirmed. In these circumstances, it would have been perfectly
proper and correct for Mr. Willlams to have sought instructions
from his client as to whether it was prepared to accept the
effect of the terms of the letter on the Deed of Agreement
whatever that effect might ultimately be held to be.The situation created by the terms of the letter was
obviously one of some legal intricacy. It did not seek an
obvious amendment to the terms of Clause 5(e) which could have
put the matter of non-recourse beyond doubt. The writer
obviously chose not to do so. That choice involved the strong
possibility that a response would be received that would do
nothing to dispel the state of uncertainty created by the
letter's own terms. This, in fact, is precisely what happened.
After this exchange of letters, in my view, both sldes
remained at arms length with their cards held firmly to their
respective chests. If nothing happened in the future to activateclause 5 ( e ) then no problem would arise. If something did, then the true effect of these letters would have to be determined. It
is not an entirely unusual situation. It is clearly what has
happened here. It is quite incompatible with Mr. Williams' having committed the statutory breaches relied upon.
' .>
20.
l"
: :
,
I .
Accordingly, I also uphold this application in respect
of the proceedings brought against Mr. Williams.
In these circumstances, it is unnecessary for me to I i 1.
consider the applicants1 other submission that the cross-claim , . !'. amounts to an abuse of the process of the Court. I.
I make orders dismissing the second cross-claim , S I.
generally as against the third to tenth second cross-respondents. i I i
I order the cross-claimants to pay the costs of the 1 !;
third to tenth second cross-respondents. i' r I
I certlfy that this and the i q preceding pages are a true copy of the reasons for judgment
herein of his Honour, Mr. Justice M.L. Foster.
~ssociate: kJ.kQJ.e Dated: Friday, 24 June, 1988.
A P P E A R A N C E S
APPLICANTS and THIRD TO TENTH SECOND CROSS-RESPONDENTS:
P. R. Graham, Esq., Q.C. and
G. P. F. Rundle
Instructed by Messrs. Gadens
FIRST RESPONDENT and FIRST CROSS-CLAIPIANT:
R. W. O'Neill, Esq., Solicitor
Messrs. Cohen Brown
SECOND and THIRD RESPONDENTS:
J. C. Kelly, Esq.
instructed by Messrs. Abadee, Dtesdner &
Freeman
DATE OF HEARING: 10 March, 1988. DATE OF JUDGMENT: Friday, 24 June, 1988.
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