Samy Trustee Limited v Pauanui Dream Estate Limited
[2021] NZHC 701
•31 March 2021
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2020-404-000069
[2021] NZHC 701
BETWEEN SAMY TRUSTEE LIMITED
First Plaintiff
JOHN SAMY
Second PlaintiffAND
PAUANUI DREAM ESTATE LIMITED
First Defendant
GREGORY ABE NEEDHAM and BARBARA BEATE INGRID NEEDHAM
Second Defendants
Hearing: 26 February 2021
Further submissions: 26 March 2021
Appearances:
S O McAnally and L G Clarke for Plaintiff D G Hayes for Defendants
Judgment:
31 March 2021
JUDGMENT OF ASSOCIATE JUDGE P J ANDREW
This judgment was delivered by Associate Judge Andrew on 31 March 2021 at 4.00 pm
pursuant to r 11.5 of the High Court Rules Registrar / Deputy Registrar
Date………………………..
SAMY TRUSTEE LTD v PAUANUI DREAM ESTATE LTD [2021] NZHC 701 [31 March 2021]
Introduction
[1] The second defendants, Gregory and Barbara Needham, apply to strike out1 the plaintiffs’ proceedings brought under s 174 of the Companies Act (the Act). At issue is a dispute between a majority shareholder and minority shareholders over the sale of the first defendant company’s multi-million dollar property at Pauanui. The Needhams, the minority shareholders, remain unpersuaded that the property should be sold and will not agree to its sale under s 129 of the Act (ie, a major transaction requiring special resolution).
[2] The defendants say that s 174 of the Act is not available to a majority shareholder to overcome the fact that such a shareholder does not control sufficient shares in the company to pass a special resolution of any kind.
[3] Also at issue is whether matters raised in this application have already been determined in an earlier interlocutory judgment,2 and the standing of the second plaintiff, Mr John Samy.
Factual background
[4] As Muir J recorded in his recent interlocutory judgment, the parties have a long, litigious and “seemingly irreconcilable history” now extending over a period of approximately eight years.3
[5] For the purposes of this judgment I adopt the factual background set out by Muir J at [3] – [21] of his judgment.4 It is not necessary to repeat that summary here in full, except to record the following.
[6] The first defendant, Pauanui Dream Estate Ltd (PDEL), incorporated in 2012, is owned as to 60 per cent by the first plaintiff, Samy Trustee Ltd, and 40 per cent by the second defendants, the Needhams.
1 High Court Rules 2016, r 15.1.
2 High Court Rules, r 7.52.
3 Samy Trustee Ltd v Pauanui Dream Estate Ltd [2020] NZHC 2118 at [3].
4 Above n 3.
[7]The sole director of PDEL is the second plaintiff, Mr Samy.
[8] The PDEL’s principal asset is an undeveloped 62.23-hectare parcel of land located in Pauanui that was formerly owned by Pauanui Mountain Estate Ltd (PMEL) (the property). The Needhams had an interest in PMEL.
[9] In December 2019, PDEL, acting through its sole director, Mr Samy, entered into a conditional agreement to sell the property to Epsom Woods Ltd for the sum of
$2,100,000.
[10]Clauses 19.1 and 19.2 relevantly provide:
19.1The declaration that this Sale & Purchase Agreement (S&PA) becomes unconditional (as indicated on page 1 of this S&PA) is contingent on the consent or an Order of the High Court being obtained to effect the sale. Such a ruling of the High Court is necessary because the majority (60%) shareholder in PDEL i.e. Samy Trustee Limited (STL), requested but was denied the consent of the minority (40%) shareholder of PDEL i.e. Mr. Gregory Abe Needham and Mrs. Barbara Beatte Ingrid Needham and their Pecunia Posterum Institutum Trust (Needhams/PPIT).
19.2The Purchaser, acting on behalf of STL will submit an Application to the High Court, this within five (5) working days from the date of the signing of this S&PA. The Purchaser will coordinate with the High Court in regard to the setting of the date for the hearing. Also, the Purchaser shall be responsible for meeting in full all of the costs involved in the preparation of the Application, and for the Court hearing(s) and any related costs.
[11] On 20 January 2020, the plaintiffs commenced the present proceedings under s 174 of the Act claiming that the affairs of PDEL are likely to be conducted or continued to be conducted in a manner that is oppressive or unfairly prejudicial to the first plaintiff in its capacity as shareholder of the company. The Needhams were not named as a party in the original statement of claim.
[12] By application dated 19 February 2020, PDEL applied to have the proceedings stayed or, in the alternative, struck out as disclosing no reasonably arguable cause of action and/or that the funder of the litigation (alleged to be Epsom Woods Ltd) provide security for costs. PDEL advanced its strike out application on the contention the relief sought by the plaintiffs contemplated the making of orders that would annul or
otherwise compromise the rights of the Needhams as shareholders of the defendant, thereby necessitating their joinder but they had (at that stage) not been joined.
[13] At a case management conference on 3 June 2020, the Needhams were joined to the proceedings as the second defendants.
[14] Muir J heard the defendants’ application for a stay (and in the alternative, security for costs) on 13 August 2020. By judgment dated 21 August 2020, Muir J dismissed the applications.
[15] The first amended statement of claim dated 27 August 2020, alleges at paragraph 6 as follows:
6. The conduct of the affairs of the company are likely to continue to be unduly restricted and conducted in a manner that is oppressive, or unfairly prejudicial or detrimental to the First Plaintiff in the First Plaintiff’s capacity as the majority shareholder of the First Defendant company.
Particulars
(a)The Company cannot liquidate its sole assets to pay the now overdue mortgage to Mrs Needham and other debts and it risks a mortgagee sale.
(b)The Company does not have the cash-flow to pay its debts as they fall due including rates.
(c)The Second Defendants are not contributing any funding to the company operations whilst the First Plaintiff is.
(d)The First Plaintiff has been compelled to advance funds to the company in order to enable it to satisfy its payment commitments that, if not satisfied, could result in a statutory demand for payment or Rating Powers Act claims or mortgagee sale in the context of a company that has remained in at a complete standstill since incorporation and the Second Defendants as 40% shareholders have failed or refused to contribute a 40% share of the expenses to enable the company to meet its payment obligations.
(e)The refusal of the Second Defendants to sign the s 129 major transaction resolution to complete a major transaction is oppressive and unfairly prejudicial to the First Plaintiff majority 60% shareholder because to protect its investment it has been compelled by the circumstances to provide continued funding to the company to avoid insolvency risk.
(f)The current circumstances of the company risks a GST liability and penalties because there is a continuous or regular taxable activity now occurring as a result of the shareholders being unable to approve a sale of its major asset.
Relevant legal principles
Rule 15.1 of the High Court Rules 2016 provides:
Dismissing or staying all or part of proceeding
(1)The court may strike out all or part of a pleading if it –
(a)discloses no reasonably arguable cause of action, defence, or case appropriate to the nature of the pleading; or
(b)is likely to cause prejudice or delay; or
(c)is frivolous or vexatious; or
(d)is otherwise an abuse of the process of the court.
(2)If the court strikes out a statement of claim or a counterclaim under subclause (1), it may by the same or a subsequent order dismiss the proceeding or the counterclaim.
(3)Instead of striking out all or part of a pleading under subclause (1), the court may stay all or part of the proceeding on such conditions as are considered just.
(4)This rule does not affect the court's inherent jurisdiction.
[17] The general principles applicable to the exercise of the Court’s powers under r 15.1 are summarised in the Court of Appeal’s decision in Attorney-General v Prince,5 as endorsed by the Supreme Court in Couch v Attorney-General.6 These include:7
(a)pleaded facts, whether or not admitted, are assumed to be true. This does not extend to pleaded allegations which are entirely speculative and without foundation;
(b)the cause of action or defence must be clearly untenable;
(c)the jurisdiction is to be exercised sparingly and only in clear cases;
5 Attorney-General v Prince and & Gardner [1998] 1 NZLR 262 (CA).
6 Couch v Attorney-General [2008] NZSC 45, [2008] 3 NZLR 725 at [33].
7 A C Beck McGechan on Procedure (online ed, Thomson Reuters) at [HR15.1.02-8].
(d)the jurisdiction is not excluded by the need to decide difficult questions of law, requiring extensive argument; and
(e)if a defect in the pleading can be cured by amendment, the claim should not be struck out.
Analysis and decision
[18]There are three issues for determination:
(a)Do the defendants require the leave of the Court under r 7.52 because they are applying again for a similar order, namely striking out?
(b)Does the amended statement of claim disclose a reasonably arguable cause of action?
(c)Does Mr Samy, the second plaintiff, have standing to bring the proceedings as a plaintiff under s 174 of the Act (ie, is he an “entitled person”)?
Issue (a) – Is leave required under r 7.52?
[19]Rule 7.52 of the High Court Rules reads:
Limitation as to second interlocutory application
(1)A party who fails on an interlocutory application must not apply again for the same or a similar order without first obtaining the leave of a Judge.
(2)A Judge may grant leave only in special circumstances.
(3)This rule does not apply to a second interlocutory application for summary judgment, in which case rule 12.4(2AA) applies.
[20] Mr Hayes, for the plaintiffs, contended the present application seeks the same or similar order that was sought in the earlier application to strike out, dated 19 February 2020. He submitted that the defendants have already failed on their
application to strike out and he relies upon the following passage of Muir J in the August 2020 judgment Samy Trustee Ltd v Pauanui Dream Estate Ltd:8
[48] In that context I do not need to address the parties’ further submissions about the merits of the s 174 claim other than to say that in both McClintock v Quinn and Latimer Holdings Ltd v Sea Holdings Ltd, New Zealand courts have recognised that the concept of the “affairs of the company” is to be broadly interpreted and that there are no fixed categories of cases to which s 174 applies.
(citations omitted)
[21] Mr Hayes argued that in substance the defendants now seek to argue exactly the same point that was disposed of by Muir J, namely the scope of matters falling within s 174.
[22] It is understandable that Mr Hayes would place some reliance on the above passage of Muir J’s judgment. It clearly provides support for his opposition to the strike out application. However, I find that r 7.52 is not engaged in this case and that leave of the Court is not required for the defendants to bring the current strike out application. In my view, the defendants did not fail on an earlier interlocutory application to strike out in which an order similar to the one sought in the current application was at issue. It is apparent from the first two paragraphs of the judgment of Muir J that his Honour was dealing only with the defendants’ application to stay the proceedings on the basis of an alleged assignment to Epsom Woods Ltd said to both fund and control the litigation, and (as an alternative) an application for security for costs. The view Muir J expresses in the above passage as to the broad scope of s 174 is clearly relevant to the matter at issue before me. However, it does not provide a proper basis for saying that the second defendants have already failed on their application to strike out on the grounds now advanced, namely that s 174 of the Act is not available to a majority shareholder to overcome the fact that such shareholder does not control sufficient shares in the company to pass a special resolution.
[23]In my view, this case is different from Hargreaves v The Radio Network Ltd,9
where the substance of the orders sought in the second interlocutory application were
8 Samy Trustee Ltd v Pauanui Dream Estate Ltd, above n 3.
9 Hargreaves v The Radio Network Ltd HC Christchurch CIV-2002-409-0725, Chisholm J, 16 March 2010.
in substance the same as those of the earlier application, namely striking out the proceedings on limitation grounds.
Issue (b) – The scope of s 174 of the Act
[24]Section 174(1) of the Act reads:
(1) A shareholder or former shareholder of a company, or any other entitled person, who considers that the affairs of a company have been, or are being, or are likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, or are likely to be, oppressive, unfairly discriminatory, or unfairly prejudicial to him or her in that capacity or in any other capacity, may apply to the Court for an order under this section.
[25] It is not in dispute that the leading case on s 174 is still regarded as that of Richardson J in Thomas v H W Thomas Ltd,10 where his Honour, in considering the phrases “oppressive”, “unfairly discriminatory” and “unfairly prejudicial”, held:
The three expressions overlap, each in a sense helps to explain the other, and read together they reflect the underlying concern of the subsection that conduct of the company which is unjustly detrimental to any member of the company whatever form it takes and whether it adversely affects all members alike or discriminates some only is a legitimate foundation for a complaint under s 209 [the predecessor to s 174]. The statutory concern is directed to instances or causes of conduct amounting to an unjust detriment to the interests of a member or members of the company.
[26]His Honour further held:11
In the same way it is the unfairly detrimental effect of the conduct of the company on the interests of the complaining member which brings into play the just and equitable subs (2) of s 209. That detriment may be to the financial interests of the member as a member or it may be conduct which is adverse to his interests in other capacities, as where, for example, he is excluded from management participation in the company … It is a matter of balancing all the interests involved in terms of the policies underlying the companies legislation in general and s 209 in particular: thus to have regard to the principles governing the duties of a director in the conduct of the affairs of a company and the rights and duties of a majority shareholder in relation to the minority; but to recognise that s 209 is a remedial provision designed to allow the Court to intervene where there is a visible departure from the standards of fair dealing; and in the light of the history and structure of the particular company and the reasonable expectations of the members to determine whether the detriment occasioned to the complaining member’s interests arising from the acts or conduct of the company in that way is justifiable.
10 Thomas v H W Thomas Ltd [1984] 1 NZLR 686 at 693. See also Sturgess v Dunphy [2014] NZCA 266 at [138].
11 Thomas v H W Thomas Ltd, above n 8 at 694 and 695.
[27] In reaching those conclusions, Richardson J had regard to the equitable foundations of the section and the leading House of Lords decision in Ebrahimi v Westbourne Galleries Ltd.12
[28] Mr McAnally submitted that two key factors emerge from Ebrahimi v Westbourne Galleries Ltd:
(a)The section is concerned with the conduct of the company in question; and
(b)It reflects the genesis of such legislative remedies as providing an alternative to the only historical relief that was available to minority shareholders subject to the dominion of the majority, namely the winding up of the company.13
[29] Mr McAnally’s principal submission was that none of the allegations contained in the amended statement of claim fall within the ambit of s 174 because none of the impugned conduct is conduct of the “affairs of [the] company”. He submitted that s 174 is concerned with protecting the interests of minorities, not majorities.
[30]Mr McAnally further argued:
(a)The plaintiffs have brought this proceeding because they wish to push through a sale of the land owned by PDEL to Epsom Woods Ltd and to which the Needhams, as defendants, do not agree. That is the right reserved to the Needhams as minority shareholders under s 129 of the Act.
(b)There is no requirement in the legislation that shareholders act reasonably or give any reasons at all when deciding how to exercise the right to vote bestowed upon them by their shares. Section 174 is not designed to either:
12 Ebrahimi v Westbourne Galleries Ltd, [1973] AC 360.
13 Ibid, at 690.
(i)effectively supplement the shareholding of a party inconvenienced by a minority shareholder’s refusal to act (as opposed to conduct of the affairs of the company in question); or
(ii)act as a regulator of shareholders’ decision that they are quite entitled to make in their own commercial interests.
(c)How the affairs of the company are conducted by those who have control over its affairs is a matter for them. Those are the parameters of the constitution of the company, its agreed structure and the legislation contemplates. That means that Mr Samy, as sole director, can choose whether or not he continues to act as such; STL can decide whether or not it chooses to advance further funds to PDEL or whether or not, alternatively, they will choose to “cut their losses” and resign, sell their shares or accede to the company being put into liquidation. They cannot, however, possibly say that there were equitable considerations that demand that the Needhams act as the plaintiffs dictate.
[31] The arguments advanced by Mr McAnally may well be relevant to whether the Court will ultimately exercise discretionary relief under s 174. However, the question I must determine is whether it is reasonably arguable, at this interim stage, that the conduct complained of by the plaintiffs, falls within s 174. Those are of course separate and distinct questions.
[32] The essential problem with the defendants’ submissions is that s 174 is deliberately cast in very wide terms and that the body of authority to date makes it clear that there are no fixed categories of cases to which s 174 applies. That was of course the position of Muir J in his earlier interlocutory judgment.14
[33] There is no support for the defendants’ position in the judgment of Richardson J in Thomas v H W Thomas Ltd referred to at [25] above. On the contrary, the passages
14 Samy Trustee Ltd v Pauanui Dream Estate Ltd, above n 1, at [48].
cited provide support for a broad interpretation of s 174 and for the proposition that there are no fixed categories of cases to which the section applies. The Court of Appeal confirmed in Vey Group Ltd v Vance that a broad view is taken in the authorities of the expression “the affairs of the company” and that it may encompass “anything generally concerning the company”.15
[34] Subsequent to the hearing I received further submissions from the parties addressing the application of the Supreme Court decision in Baker v Hodder.16 That case is clearly relevant to the relationship between ss 129 and 174 of the Act and the scope of the Court’s power under s 174. The Supreme Court in Baker made the following observations and findings:
[70] As is apparent from its wording, s 174 applies where the affairs of the company have been, are being or are likely to be, conducted in a manner that is oppressive, unfairly discriminatory or unfairly prejudicial to the party claiming under s 174. Although this language is not obviously apt where the oppression complained of consists of a shareholder invoking the right to decline to approve a major transaction under s 129, s 174(3) contemplates that a s 174 order may be made against a person other than the company, including a shareholder. That could be taken as suggesting that s 174 could apply where a shareholder or group of shareholders refuses to approve a major transaction under s 129. Even if s 174 did apply in such a situation, however, the power to make an order under that section would need to be exercised with great caution.
[71] One situation in which it may be appropriate to make an order under s 174 against a minority shareholder who refuses to approve a major transaction is where there are particular circumstances that mean the minority shareholder is breaching a duty owed to the company or to another shareholder or an understanding among shareholders as to the ongoing conduct of the affairs of the company. There may be others; it is not necessary for us to reach a definitive view on that in the present case.
(emphasis added)
[35] I accept the submission of Mr McAnally that the Supreme Court held that the scheme of the Act is that in usual circumstances, shareholders exercising their voting rights are not subject to the obligations of the kind imposed on directors (and shareholders who are deemed to act as directors) including obligations in relation to self-dealing.17 The Court further held that the scheme of the legislation and the
15 Vey Group Ltd v Vance [2020] NZCA 232 at [12]. See also McCulloch v Quinn [2012] NZHC 16 at [30].
16 Baker v Hodder [2018] NZSC 78.
17 Baker v Hodder, above n 15, at [59].
language of s 97(3) indicate that duties of shareholders to a company do not arise simply by the status of being a shareholder or exercising the right to reserve to shareholders under the Act. “Something more is required”, otherwise the purpose of the special purpose resolutions would be undermined.18
[36] Those findings provide support for Mr McAnally’s submission that in the ordinary course of things, a shareholder has an absolute right to decide whether or not to accede to a major transaction irrespective of the implications of that for the company, its directors and other shareholders. However, I interpret Baker v Hodder as the Court leaving open the issue of whether and when s 174 of the Act can apply when a minority shareholder refuses to approve a major transaction under s 129, albeit that “something more” is required than simply the status of being a shareholder and exercising the rights reserved to shareholders under the Act.
[37] The Court in Baker v Hodder also held that the High Court erred in the form of the order it made, namely requiring the Bakers to sign a special resolution approving of the sale of the company’s property. It appears to suggest, although the point was not decided, that the orders made by Lang J in Fairway Holdings Ltd v Furno Ltd19 might in an appropriate case be an available remedy for dealing with minority shareholders refusing to accede to major transactions: in that case, Lang J ordered (an interim order) the shareholder, who had refused to sign the special resolutions necessary to authorise a major transaction involved in the sale of company property, take such steps as were necessary to enable the sale and purchase agreement to be completed.
[38] In this case, I note that the plaintiffs have not specified the particular relief they seek under s 174. I address that matter further below.
[39] In view of the findings and approach in Baker v Hodder, I find that it would be wrong for me to conclude on a summary basis that the causes of action here are so clearly untenable that they cannot possibly succeed. The above passages in Baker v Hodder do support a finding that the plaintiffs’ position is reasonably arguable and in
18 Baker v Hodder, above n 15, at [62].
19 Fairway Holdings Ltd v Furno Ltd [2014) NZHC 858.
my view it is essential that the critical issues as to the scope of s 174 and its application to this case be determined at trial following a full testing of the evidence. I reject the submission for the Needhams that there is no conceptual basis upon which this case could be decided differently to Baker v Hodder. It is premature to make such a determination.
[40] I also note that the pleadings are reasonably capable of amendment by the plaintiffs to allege that in this case there may have been particular duties owed by the Needhams as minority shareholders and that they breached those duties.20 There is a very lengthy history to this litigation and it cannot safely be said at this stage that there are no relevant factual matters in dispute.
[41] I acknowledge that the mere fact that strike out applications raise difficult questions of law does not exclude jurisdiction. However, the high threshold for a strike out application has not been met in this case.
Issue (c) – Standing of the second plaintiff, Mr Samy
[42]“Entitled person” is defined in s 2 of the Act as follows:
(a)A shareholder; and
(b)A person upon whom the constitution of company confers any of the rights and powers of a shareholder.
[43] This is a secondary issue. It is not in dispute that the first plaintiff, a shareholder, has standing and therefore, my decision on the standing of the second plaintiff is not determinative of whether the proceeding is to continue.
[44] Mr Samy contends that he has standing on the basis that he is an “entitled person”, being a person who has had, under the constitution, powers of a shareholder conferred upon him and in particular the power to appoint a further director without an ordinary resolution.
[45]Mr Samy relies upon cl 22.3 of the PDEL constitution, which provides:
20 Marshall Futures Ltd v Marshall [1992] 1 NZLR 316 (HC).
The directors shall have power at any time and from time to time to appoint any person to be a director either to fill a casual vacancy or as an additional director but so that the total number of directors shall not at any time exceed the maximum number, if any, fixed pursuant to clause 20 hereof.
[46] Mr McAnally contended that cl 22.3 does not meet the definition of “entitled person” because it does not equate to the power of the shareholders to both appoint and remove directors (he relies upon s 153 of the Act). Mr McAnally further argued that any appointment therefore by the directors under cl 22.3 is ultimately subject to the tacit consent of the majority of the shareholders, for if that is not forthcoming then that majority may at any time, by ordinary resolution, remove and, if they so choose, replace any director appointed by the directors. He then submitted that s 174 itself does not contemplate a director holding a largely procedural, rather than substantive power, as falling within the ambit of an “entitled person”. What the section contemplates is a person who has rights and powers tantamount to a shareholding reflected in a proprietary interest in a company.
[47] There is no doubt merit to the submissions of Mr McAnally on this issue. However, this is also an issue which in my view is not appropriate to determine the context of a strike out application. The better approach would be for the determination of standing to await the full testing of the evidence at trial.
[48] In any event, Mr Samy would be entitled to be served with the proceedings as an interested party and the question is ultimately not of great significance to the principal matters in dispute in these proceedings.
[49] For all these reasons, I conclude that the application by the second defendant to strike out the proceedings should be dismissed.
Result
[50] The application by the second defendants to strike out the first defendant’s statement of claim of 27 August 2020 (application dated 4 September 2020) is dismissed.
[51] As to costs, I find that having succeeded, the plaintiffs are entitled to costs on a 2B basis plus disbursements.21 Costs are of course to be determined on a predictable and expeditious basis. There is no reason to depart from the orthodox approach in this case.
[52] The amended statement of claim dated 27 August 2020, and the subject of the strike out application, complies with r 18.14A of the High Court Rules 2016. That rule sets out a specific procedure for claims under s 174 of the Act, requiring the statement of claim and notice of proceedings to be in forms C2 and C3. I note that those forms do not require particulars of the prejudice alleged and nor do they require the claimant to set out the orders sought.
[53] In their amended statement of claim the plaintiffs have provided particulars of the alleged oppressive or unfairly prejudicial conduct. That is clearly the prudent approach. However, they have not specified the relief sought. While the failure to do so might strictly be in accordance with the precedent, form C2, it is clear that in a case such as this it is essential that the plaintiffs specify the relief sought. As a matter of natural justice, the party against whom the orders are sought is entitled to have advance notice of them and a fair opportunity to respond. The approach of the Supreme Court in Baker v Hodder above clearly provides support for a direction that a plaintiff bringing s 174 proceedings should not only provide particulars of the alleged oppressive or prejudicial conduct, but also specify the relief sought.22
[54] I accordingly direct that the plaintiffs are to file an amended statement of claim specifying the relief sought within 20 working days.
Associate Judge P J Andrew
21 High Court Rules 2016, r 14.2(1)(a).
22 I note that in Baker v Hodder, the Supreme Court observed that “in a situation such as the present” (arguably akin to the context here) if a breach of s 174 can be established, the appropriate remedy would be to appoint a receiver to carry out the sale. Alternatively, the more appropriate course for the major shareholders may have been to apply to the Court for an order appointing a liquidator under s 241 of the 1993 Act.
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