Hogan v Commercial Factors Ltd Ca225/03
[2004] NZCA 269
•10 November 2004
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IN THE COURT OF APPEAL OF NEW ZEALAND
CA225/03
BETWEENMURRAY DAVID HOGAN
Appellant
ANDCOMMERCIAL FACTORS LIMITED
First RespondentANDCOMMERCIAL FINANCE AND SECURITIES LIMITED
Second Respondent
Hearing:20 July 2004
Coram:Glazebrook J
William Young J
Chambers JAppearances: D A Wood for Appellant
V E Dale for Respondents
Judgment:10 November 2004
JUDGMENT OF THE COURT DELIVERED BY WILLIAM YOUNG J
Table of Contents PARAGRAPH NUMBER INTRODUCTION [1] BACKGROUND [2] THE LEGAL LANDSCAPE [11] THE FACTS IN MORE DETAIL GENERAL [14] HOW MR MURRAY HOGAN CAME TO SIGN THE GUARANTEES AND
SECURITY DOCUMENTS[15] THE CIRCUMSTANCES OF MR MURRAY HOGAN AS KNOWN TO
COMMERCIAL[19] OTHER CONSIDERATIONS [26] THE APPROACH OF THE ASSOCIATE JUDGE [28] THE ARGUMENT FOR MR MURRAY HOGAN IN THIS COURT [29] THE AUTHORITIES AN OVERVIEW [32] THE NECESSITY FOR A SURETY TO ESTABLISH UNDUE INFLUENCE
BEFORE RELIEF IS AVAILABLE[36] WHAT MUST BE PROVED TO ESTABLISH UNDUE INFLUENCE? [39] IN WHAT CIRCUMSTANCES IS A CREDITOR “ON INQUIRY”? [42] WHAT STEPS SHOULD BE TAKEN BY A FINANCIER WHO IS “ON
INQUIRY”?[47] APPLYING THE LAW TO THE FACTS [51] RESULT [58] Introduction
[1] This is an appeal from the judgment of Associate Judge Sargisson delivered on 29 September 2003 in which she entered summary judgment for Commercial Factors Ltd and Commercial Finance & Securities Ltd (to which we will refer collectively as “Commercial”) against Mr Murray Hogan on guarantees which he entered into on or about 12 June 1997. The guarantees related to the indebtedness of EPM Films, Papers and Pens Limited (“EPM”) to Commercial.
Background
[2] EPM was incorporated in 1983. The people behind the company were Mr Grant Hogan and his business partner. Mr Grant Hogan is the son of Mr Murray Hogan. The business partner eventually sold out of EPM.
[3] In 1984 Mr Murray Hogan retired as Chief Executive Officer of Reed Shaw Stenhouse Ltd and he became a shareholder and a director of EPM. His initial involvement in EPM may well have been associated with a desire by him to have something of a continuing business interest on his retirement. His wife, Mrs Elaine Hogan, also became a shareholder. In 1990 Mr Murray Hogan and his wife sold their shares in the company but Mr Murray Hogan remained a director.
[4] Throughout the 1990’s Mr Murray Hogan was involved in running the office of EPM. He also provided financial accommodation. The principal lender to EPM, however, was Westpac. In the middle of 1997 Westpac required refinancing and accordingly EPM (via Mr Murray Hogan) approached Mr Richard Geary, a finance broker, who in turn approached Commercial.
[5] Commercial provided financing pursuant to arrangements first entered into formally in June 1997 but which were later restructured in October and November 1997. The financial accommodation provided by Commercial was subject to guarantees which were signed on 12 June 1997 by Mr Grant Hogan, his wife Mrs Hilary Hogan, Mr Murray Hogan and Mrs Elaine Hogan. The guarantees signed by Mr Murray Hogan and Mrs Elaine Hogan contained agreements to provide mortgage security over any property they owned (and thus over their house in Auckland) and Mr Murray Hogan also executed a chattel security over a launch which he owned. This latter document is dated 9 July 1997.
[6] Mr Murray Hogan resigned as a director of EPM in 2000.
[7] In 2002 EPM defaulted on its obligations to Commercial with the result that a receiver was appointed on 17 May 2002 and EPM went into voluntary liquidation. Demand was promptly made on the guarantors, and Mr Murray Hogan’s launch was seized by or on behalf of Commercial. Commercial also issued proceedings against the guarantors. Mrs Hilary Hogan took no steps to defend the proceedings. Mr Grant Hogan opposed summary judgment on the basis of a claimed defence associated with alleged non-disclosure under the Credit Contracts Act 1981. Mr Murray and Mrs Elaine Hogan alleged undue influence and sought to defend the proceedings on that basis.
[8] The summary judgment proceedings came on for hearing in June 2003.
[9] In her judgment of 29 September 2003 the Associate Judge held against the Credit Contracts Act defence advanced by Mr Grant Hogan. There is no appeal against that aspect of the judgment. She concluded that Mrs Elaine Hogan did have an arguable defence and so declined summary judgment against her. That aspect of the case is also not under appeal.
[10] As against Mr Murray Hogan, she concluded that he did not have a defence to the claim and accordingly she entered summary judgment against him. The total amount for which judgment was entered was a little under $300,000.
The legal landscape
[11] It is not uncommon for sureties to seek to avoid liability by arguing that they were induced to enter into the guarantees in question by reason of undue influence exercised by or on behalf of the borrower and to seek to raise a defence of undue influence against the creditor.
[12] There are a great many cases in which this line of argument has been run by or on behalf of guarantors but, for present purposes, it is sufficient for us to refer to the leading cases, the House of Lords decision in Barclays Bank plc v O’Brien [1994] 1 AC 180, the decision of this Court in Wilkinson v ASB Bank Ltd [1998] 1 NZLR 674 and the House of Lords decision in Royal Bank of Scotland plc v Etridge (No 2) [2002] 2 AC 773.
[13] Later in this judgment we will discuss in detail the differences of approach that emerge from those judgments. For the moment, it is sufficient to note that cases of this sort throw up three issues:
(a)Was the surety subject to undue influence?
(b)If so, were the circumstances as known to the creditor such as to put the creditor on inquiry as to the risk of undue influence?
(c)If so, did the creditor act in such a way as to insulate itself from the consequences of such undue influence?
For a surety to avoid liability in these circumstances all three issues must be answered in his or her favour (ie issues (a) and (b) “yes” and (c) “no”).
The facts in more detail
General
[14] Against that background it is helpful to look at the facts in a little more detail in terms of the issues just identified but with specific reference to the parties and the evidence.
How Mr Murray Hogan came to sign the guarantees and security documents
[15] Mr Murray Hogan swore three affidavits in response to the summary judgment proceedings.
(a)In his first affidavit he referred to the introduction by Mr Geary to Commercial but said that he had little recall of the events which occurred. He remembered being present at EPM’s business premises on 12 June 1997 along with his son, his daughter-in-law and his wife and that he signed the documents as requested but without explanation other than that they were standard documents. He claimed that he did not, at the time, read the documents and that he was not given the opportunity of doing so.
(b)In his second affidavit, he responded to claims by Mr Geary in his affidavit that he (that is Mr Geary) had explained each of the documents in detail, had responded to questions from Mrs Elaine Hogan as to the circumstances in which her guarantee could be called up and had made it clear to everyone that they were able to obtain legal advice. Mr Hogan did not accept that this was correct and he adhered to his account as given in the first of his affidavits.
(c)In his third affidavit he dealt with other issues.
Noticeably absent from his evidence is any assertion that anyone subjected him to undue influence.
[16] Mrs Elaine Hogan in her affidavit evidence said that as her husband and son were both involved in the company:
… that was sufficient for me to assume that when it came to signing these documents I did not need to ask what they were for.
[17] Mr Grant Hogan’s affidavit is likewise devoid of allegations of undue influence involving Mr Murray Hogan.
[18] There are some problems with Mr Murray Hogan’s suggestion that he signed the key documents without understanding what they were or their implications. As will become apparent, he was the person from EPM who primarily dealt with Commercial. The requirement for guarantees had been signalled by Commercial in letters addressed to EPM and marked for the attention of Mr Murray Hogan. This requirement and the associated requirement for security were initialled by Mr Murray Hogan. According to Mr Terence Haydon of Commercial (whose evidence on this point was not controverted by Mr Murray Hogan), the latter also provided valuations of the house property he and Mrs Elaine Hogan own and the launch over which security was given.
The circumstances of Mr Murray Hogan as known to Commercial
[19] Mr Murray Hogan had enjoyed a successful career as an insurance broker. He was appointed the general manager of Stenhouse New Zealand in 1971 and a director of that company in 1973. He became managing director of Reed Shaw Stenhouse Limited in 1975, and its executive chairman in 1982. He was also the chairman of the Insurance Institute of New Zealand’s Auckland branch in 1973 and president of the Corporation of Insurance Brokers of New Zealand in 1980 and 1981.
[20] This background, as Mr Murray Hogan pointed out in his affidavits, was confined to insurance broking. Further, by 1997, when he signed the guarantee, he had been largely retired for some 13 years and was 72 or thereabouts. Of more significance is the nature of his relationship with EPM and his role in the arranging of finance from Commercial.
[21] As indicated, he became a shareholder and director of EPM in the 1980’s and although he ceased being a shareholder in 1990, he remained a director. His role, on a day to day basis, would appear to have involved running the office and looking after administration generally.
[22] This involvement with administration meant that he was involved in the financing arrangements with Commercial.
[23] Mr Murray Hogan was not paid for the work he did but he did have extensive financial dealings with EPM which involved him providing financial accommodation in various ways. He and his wife borrowed money secured over their house which, inter alia, funded advances to EPM. Very significantly, they were guarantors of the finance facility with Westpac (which was in the order of $230,000). Their guarantee liabilities to Westpac were secured over their home and the launch.
[24] The exact state of account between Mr Murray Hogan and EPM immediately prior to the commencement of the lending arrangements involving Commercial does not appear precisely in the evidence. It is quite clear, however, that Mr Murray Hogan and his wife were owed a significant sum of money by EPM (probably around $100,000).
[25] The affidavits show that Commercial was aware that Mr Murray Hogan had managerial experience. It must have been aware, at least in a general sense, that Mr Murray Hogan had provided accommodation to EPM (as either or both a creditor and guarantor). Further, and importantly, the evidence of Mr Haydon of Commercial was that he dealt primarily with Mr Murray Hogan and not Mr Grant Hogan over the financing provided to EPM. Broadly similar evidence was given by Mr Geary. This evidence was not disputed by Mr Murray Hogan in any specific way and is consistent with the contemporaneous correspondence:
(a)A letter from Commercial of 8 June 1997 addressed to EPM was marked for his attention and commenced “Dear Murray”. This letter referred to Commercial’s requirements for guarantees including a guarantee from him along with what was described as a “caveat” over the property he and Mrs Elaine Hogan owned. Mr Murray Hogan initialled this letter apparently by way of acknowledgement of these requirements. The requirements also included a mortgage over Mr Murray Hogan’s launch.
(b)A second letter from Commercial to EPM, of 10 June 1997, was also marked for his attention and commenced “Dear Murray”. It too referred to the necessity for guarantees to be executed. This letter recommended that the guarantors take independent advice.
Other considerations
[26] Commercial did little to ensure that the guarantors were not subject to undue influence.
[27] As indicated in its letter of 10 June 1997 to EPM, Commercial strongly recommended that the guarantors take independent advice. As well, Mr Geary claims to have gone through the documents with Messrs Grant and Murray Hogan and their wives on 12 June 1997. His evidence is disputed by, inter alia, Mr Murray Hogan.
The approach of the Associate Judge
[28] The Associate Judge observed that the leading New Zealand case on undue influence is Wilkinson v ASB Bank Ltd [1998] 1 NZLR 674. She held that Mr Murray Hogan had not raised a sufficient factual foundation for the defence of undue influence:
It is simply not tenable to suggest that he was subject to undue influence when he entered into the guarantees and he was unaware of the risk he was running by standing as surety. It would make no sense to find that the presumption of undue influence applies when in reality there could have been none.
Mr Murray Hogan’s claim that his actions were only explicable by his relationship of emotional dependence with his son was similarly unsupported by the evidence. As well, his claim that the lenders knew or ought to have known sufficient facts to put them on inquiry as to the risk of undue influence was rejected.
The argument for Mr Murray Hogan in this Court
[29] The argument advanced by Mr Wood for Mr Murray Hogan focused primarily on the issues identified in [13](b) and (c) above. His argument was that Commercial was on notice of the risk of undue influence by EPM, ie the issue referred to in [13] (b), and that it had not taken sufficient steps to insulate itself from undue influence which may have been exercised against Mr Murray Hogan, ie the issue referred to in [13](c).
[30] In support of the first of these propositions he noted that the principal debtor was EPM and he claimed that the relationship between EPM and Mr Murray Hogan was non-commercial. Both these contentions were developed in considerable detail in his written and oral submissions.
[31] The arguments as to the exercise of undue influence - the point referred to in [13](a) - were not advanced with quite the same particularity. Broadly, Mr Wood’s position was that Mr Murray Hogan had acted imprudently in providing further accommodation to EPM which already owed him a good deal of money. He claimed that Mr Murray Hogan was just putting good money after bad as EPM’s financial position was precarious. He argued that this showed that his judgment was impaired. He alleged that there was “vitiating conduct” on the part of EPM in continuing to accept funds unsecured from him and then requesting that he give a guarantee to support borrowing.
The authorities
An overview
[32] In this area of the law, the language customarily used by lawyers is rather slippery. This is particularly so in relation to so-called “presumptions” as to undue influence.
[33] This problem has been compounded because the approach of Lord Browne‑Wilkinson in the Barclays Bank case involved development of the equitable principles in a way which involved the novel use of equitable concepts. For instance, when Lord Browne-Wilkinson used the expressions “constructive notice” and “on inquiry” in relation to the point referred to in [13](b) above, he was doing so in ways which differed from their previous usage. This is explained helpfully by Lord Nicholls of Birkenhead in Etridge at [38]-[41] and also by Lord Scott of Foscote at [145]-[147].
[34] In this context it is important to recognise that the Barclays Bank and Etridge decisions are the result of conscious law-making by the Judges involved. This is apparent from the prospective nature of some of the rules which were enunciated. More generally, the Law Lords were setting out to establish a regime which protects wives from misrepresentation and undue influence but still facilitates the use of domestic assets (and particularly the family home) to provide security for banking advances made for business purposes. The focus was on wives who were induced to guarantee advances made by banks to their husbands or businesses associated with their husbands.
[35] A somewhat different approach, and one which is perhaps more closely based on traditional equitable doctrines has been taken in Australia, see Garcia v National Australia Bank Ltd (1998) 194 CLR 395.
The necessity for a surety to establish undue influence before relief is available
[36] While the Barclays Bank and Etridge decisions are creative in relation to the circumstances in which banks are affected by undue influence which has been exercised against a surety by the principal debtor, they are otherwise merely declaratory of the law of undue influence.
[37] The categories of cases in which a creditor is “on inquiry” are not coterminous with cases in which undue influence is to be presumed. The paradigm case in which a creditor is “on inquiry” is where a wife is to guarantee advances made to her husband. Yet there is no presumption of undue influence in such a case. So a wife who has provided a guarantee in such circumstances can only avoid liability by establishing that her husband exercised undue influence over her in relation to the guarantee; see the speeches of Lord Nicholls in Etridge at [18]-[19], [27]-[31] and [85], Lord Hobhouse of Woodborough at [106] and Lord Scott at [159]. To adopt the language used by the Privy Council in Attorney-General for England and Wales v R [2004] 2 NZLR 577 at [21], the party alleging undue influence must establish that he or she was induced to enter the contract in question by “unacceptable means”.
[38] This means that a surety seeking to avoid a guarantee must establish either by presumption (in the rare cases in which one is available) or by evidence that he or she gave the guarantee as a result of undue influence. This consideration was itself decisive in the case of Mrs Etridge herself, see the speeches of Lords Hobhouse and Scott in Etridge at [128] and [218]-[224]. In Wilkinson this Court emphasised a need for the surety to be able to establish wrongdoing by someone, see [1998] 1 NZLR 674 at 691.
What must be proved to establish undue influence
[39] There is no legal presumption that a child owes a parent such a duty of trust and confidence or that undue influence is to be presumed against the child. Nor is there any evidence that Mr Murray Hogan was subject to any particular unfair behaviour or over-reaching conduct by Mr Grant Hogan or anyone else on the part of EPM. So, on what basis can he establish an arguable case of undue influence?
[40] On this point we start by referring to the speech of Lord Nicholls in Etridge:
[9] … The relationship between two individuals may be such that, without more, one of them is disposed to agree a course of action proposed by the other. Typically this occurs when one person places trust in another to look after his affairs and interests, and the latter betrays this trust by preferring his own interests. He abuses the influence he has acquired. In Allcard v Skinner (1887) 36 Ch D 145, [1886–90] All ER Rep 90, a case well known to every law student, Lindley LJ ((1887) 36 Ch D 145 at 181, [1886–90] All ER Rep 90 at 98) described this class of cases as those in which it was the duty of one party to advise the other or to manage his property for him. In Zamet v Hyman [1961] 3 All ER 933 at 936, [1961] 1 WLR 1442 at 1444–1445 Lord Evershed MR referred to relationships where one party owed the other an obligation of candour and protection.
[10] The law has long recognised the need to prevent abuse of influence in these ‘relationship’ cases despite the absence of evidence of overt acts of persuasive conduct. The types of relationship, such as parent and child, in which this principle falls to be applied cannot be listed exhaustively. Relationships are infinitely various. Sir Guenter Treitel QC has rightly noted that the question is whether one party has reposed sufficient trust and confidence in the other, rather than whether the relationship between the parties belongs to a particular type (see Treitel, The Law of Contract (10th edn, 1999) pp 380–381). For example, the relation of banker and customer will not normally meet this criterion, but exceptionally it may (see National Westminster Bank plc v Morgan [1985] 1 All ER 821 at 829–831, [1985] AC 686 at 707–709).
[11] Even this test is not comprehensive. The principle is not confined to cases of abuse of trust and confidence. It also includes, for instance, cases where a vulnerable person has been exploited. Indeed, there is no single touchstone for determining whether the principle is applicable. Several expressions have been used in an endeavour to encapsulate the essence: trust and confidence, reliance, dependence or vulnerability on the one hand and ascendancy, domination or control on the other. None of these descriptions is perfect. None is all embracing. Each has its proper place.
[12] In CIBC Mortgages plc v Pitt [1993] 4 All ER 433, [1994] 1 AC 200 your Lordships’ House decided that in cases of undue influence disadvantage is not a necessary ingredient of the cause of action. It is not essential that the transaction should be disadvantageous to the pressurised or influenced person, either in financial terms or in any other way. However, in the nature of things, questions of undue influence will not usually arise, and the exercise of undue influence is unlikely to occur, where the transaction is innocuous. The issue is likely to arise only when, in some respect, the transaction was disadvantageous either from the outset or as matters turned out.
[41] On Lord Nicholls’ approach, Mr Murray Hogan would have to show that there was a relationship of “trust and confidence, reliance, dependence or vulnerability on [his side] and ascendancy, domination or control on [the side of EPM or Mr Grant Hogan]” as a result of which he “was disposed to agree with a course of action proposed” by Mr Grant Hogan and/or EPM and that this relationship was exploited by Mr Grant Hogan or EPM suggesting that he guarantee EPM’s debts.
In what circumstances is a creditor “on inquiry”?
[42] On this point, the approach in Etridge is by no means the same as that taken in the Barclays Bank case which was largely applied by this Court in Wilkinson. This has led to the suggestion that there is a conflict between the law as stated in Wilkinson and the approach taken in Etridge.
[43] As we have noted earlier (see [35] above), the primary focus of the House of Lords in the Barclays Bank and Etridge cases was on circumstances in which married women acted as sureties for their husbands. But as a matter of logic the benefit of the regime could not be confined to married women or those in sexual relationships with principal debtors. So under Etridge, it now applies in “non‑commercial” cases.
[44] As will become apparent, this case does not turn on whether we apply Etridge, because even on the Etridge approach, Mr Murray Hogan’s appeal must be dismissed. It is right to recognise, however, that the Etridge speeches were delivered in the context of eight appeals which presented the Law Lords with a diverse range of circumstances and were very much the culmination of a long series of cases in which the English courts had sought to apply the Barclays Bank case. The English judges have had a great deal of experience with this sort of litigation and the problems which have been thrown up. For those reasons we think it highly likely that the Etridge approach as to when creditors are on inquiry will be applied in this Court, at least in banking cases.
[45] Although the primary focus in Etridge was on cases involving bank lending, the speeches make it clear that the regime was intended to apply not only to banks but also to “lenders” and “other creditors”, see for instance Etridge at [1] and [89]. There would, of course, be difficulties in both logic and principle in distinguishing between banks and other financiers. So those seeking guarantees would be well advised to allow for the possibility that the approach taken by Lord Nicholls will be applied in New Zealand and to act accordingly.
[46] That said there may be scope for debate whether rules which are so closely associated with banking practice should necessarily apply with the same rigor to other suppliers of credit.
What steps should be taken by a financier who is “on inquiry”?
[47] The major differences between the Wilkinson and Etridge decisions are associated with the requirements prospectively imposed in Etridge on creditors to make direct contact with the proposed surety covering the matters set out in the speech of Lord Nicholls at [79] and for the creditor to supply the solicitor nominated with all relevant financial information. These requirements were very much a response to particular difficulties which had arisen in the English cases involving banks in which the surety wife customarily became involved very late in the piece with no real opportunity to choose “her” solicitor or awareness that “her” solicitor would be providing a protective certificate to the creditor.
[48] This point does not arise for decision in this case for two reasons: first, Mr Murray Hogan’s appeal will be dismissed for other reasons; and, secondly, on any conceivable view of the law, Commercial did insufficient to insulate itself from consequences of undue influence having been exercised.
[49] Given the second of the considerations we have just mentioned, the arguments we received on this issue were, understandably, not extensive and it would not be right for us to express any definitive views. Some brief comments, however, may be of assistance in terms of focusing argument in future cases.
[50] The Etridge approach was worked out with particular reference to what was practicable in relation in the context of the lending practices of High Street banks in the United Kingdom. This Court noted in Wilkinson (at 689) that banking practice in New Zealand is broadly similar to that in the United Kingdom. Given this, it is likely that the Etridge principles will be applied here, at least in banking cases. A final decision on this point should, however, be left for a case in which the issue more clearly arises for decision and the Court has the benefit of full information as to industry practice.
Applying the law to the facts
[51] We have to look at the situation as it was in the winter of 1997.
[52] As we have noted, Mr Murray Hogan was already heavily exposed in relation to EPM. He was owed around $100,000 and, in order to make that advance, he and his wife had borrowed money secured over their house. He and his wife had also guaranteed the indebtedness of EPM to Westpac. This guarantee was also secured over their house. If it is the case that EPM’s financial position was precarious, it would appear to follow that Mr Murray Hogan, as a substantial creditor, necessarily had a very significant stake in the company.
[53] Given the reality that Westpac had security for its facility in the form of guarantees backed up by an agreement to mortgage over Mr Murray and Mrs Elaine Hogan’s house, it does not seem particularly likely that any replacement financier would have accepted anything less.
[54] Mr Murray Hogan did not dispute the evidence of Messrs Haydon and Geary to the effect that he was the person with whom they dealt primarily in terms of the finance facilities provided by Commercial. That evidence is, in any event, backed up by the contemporaneous documents.
[55] Against that background it is simply not possible to identify, in any concrete way, an allegation that someone exercised undue influence on Mr Murray Hogan. The requirement that guarantees be given was conveyed directly by Commercial to EPM in a letter which was marked for Mr Murray Hogan’s approval. It is not alleged, and it does not appear to be the case, that Mr Grant Hogan set out to persuade his father to give a guarantee. It would artificial in the extreme to regard EPM (acting through Mr Murray Hogan) as having exercised undue influence on Mr Murray Hogan. It would likewise be artificial to regard EPM (acting through Mr Geary as its broker) as having exercised undue influence on Mr Murray Hogan given that Mr Geary was throughout acting on instructions given to him by Mr Murray Hogan.
[56] We also think that Mr Murray Hogan is in difficulty on the question whether Commercial was on inquiry that he might be exposed to the risk of undue influence. As far as Commercial was concerned, Mr Murray Hogan was driving the refinancing. He was substantially exposed to EPM and it was very much in his interests (immediate and short-term anyway) that the refinancing occur.
[57] Accepting for present purposes, as we do, that the “non-commercial” test based on Etridge is appropriate, we are satisfied that the transaction was in fact, in every sense, “commercial” from the point of view of Mr Murray Hogan and that there were no factors which could be said to have put Commercial relevantly on inquiry.
Result
[58] The appeal is dismissed. We reserve questions of costs. If costs are sought and agreement cannot be reached between the parties, Commercial is to file a memorandum within 28 days and Mr Murray Hogan is to respond within a further 14 days.
Solicitors:
Atmore Law, Auckland for Appellant
Grove Darlow & Partners, Auckland for Respondents
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