WNY Group Ltd v Crown Range Holdings Ltd
[2020] NZHC 1585
•6 July 2020
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2020-404-000396
[2020] NZHC 1585
UNDER the Land Transfer Act 2017 IN THE MATTER
of applications to sustain caveat numbers 11546102.1 and 11582063.1
BETWEEN
WNY GROUP LIMITED
First ApplicantRENMIN YU
Second ApplicantAND
CROWN RANGE HOLDINGS LIMITED
Respondent
Hearing: 30 June 2020 Counsel:
AW Johnson for Applicants
AH Waalkens QC for Respondent
Judgment:
6 July 2020
JUDGMENT OF DOWNS J
This judgment was delivered by me on Monday, 6 July 2020 at 2.30 pm pursuant to r 11.5 of the High Court Rules.
Registrar/Deputy Registrar
Solicitors/Counsel:
Martelli McKegg, Auckland. Lamberg & Co, Auckland. AH Waalkens QC, Auckland.
WNY GROUP LTD v CROWN RANGE HOLDINGS LTD [2020] NZHC 1585 [6 July 2020]
The issue
[1] The applicants seek to sustain a caveat over Queenstown property belonging to Crown Range Holdings Ltd,1 a property development company. The key issue is whether Mark Norrie, a now deceased director of Crown Range, had the company’s authority to enter loan agreements with the applicants. Mr Norrie’s death revealed surprises.
Background
[2] Li Wu is the director of WNY Group Ltd,2 and husband of Renmin Yu. In 2018, a friend of Mr Wu, Nan Yi, introduced Mark Norrie. Mr Norrie was the director of Norrie & Daughters Ltd.3 Norrie & Daughters provides financial advice and related services. Mr Wu and Ms Yu wanted to establish a family trust. They put
$3 million into Norrie & Daughters’ trust account while awaiting creation of their trust. Mr Norrie then suggested they lend money to Crown Range. Mr Norrie was a director and minority shareholder of that company. The other directors and shareholders are Melvin Jones and James Grove.
[3] Mr Norrie drafted a loan agreement dated 5 December 2018—the 2018 agreement. The loan was for $1.6 million. Interest was 6.2 percent per annum. The loan was to be from WNY—which Norrie & Daughters had incorporated on the couple’s behalf—to Crown Range. The 2018 agreement included a right to a mortgage as an unregistered charge.
[4] Mr Norrie told Mr Wu the 2018 agreement “would become invalid” if Mr Wu did not approve of Crown Range’s Queenstown development. Crown Range was developing land there. Mr Wu visited Queenstown between 27 and 29 January 2019. His friend, Mr Yi, went too. Mr Wu speaks English, but Mr Yi occasionally interpreted during the trip.
1 Crown Range.
2 WNY.
3 Norrie & Daughters.
[5] Mr Wu stayed at the home of Mr Grove’s parents. Mr Jones met Mr Wu in Queenstown. Mr Jones gave Mr Wu a tour of Crown Range’s development. Mr Jones showed Mr Wu “a crucial driveway” leading to the main site. Mr Jones said the driveway needed funding.
[6] On 31 January 2019, Mr Wu told Mr Norrie he was happy with the 2018 agreement. Mr Norrie said the funds could go to Crown Range from Norrie & Daughters’ trust account. Mr Wu agreed. Mr Norrie left the room and returned with what appeared to be a BNZ form confirming the transfer of $1.6 million to Crown Range. Mr Wu was deceived. The form concerned an account for Saturn Holdings 1957 Ltd,4 an investment company operated by Mr Norrie.
[7] In March 2019, Mr Norrie encouraged Mr Wu and Ms Yu to lend $300,000 to Crown Range. Mr Norrie said the interest rate would be higher, and the term shorter, than the 2018 agreement. Mr Norrie told Mr Wu and Ms Yu the Queenstown development was going well but more money was needed. Mr Norrie said the funds would not go directly to Crown Range but Saturn Holdings. Mr Norrie said this was at Crown Range’s request. Mr Norrie said the loan needed to be completed by a lender with a financial service provider licence. Ms Yu entered the agreement 12 March 2019—the 2019 agreement. She and her husband later transferred $300,000 to Saturn Holdings.
[8] On 13 July 2019, repayment of the 2019 agreement was moved to 30 April 2020.
[9] Mr Norrie died 5 August 2019. It became apparent candour was not a strength. Mr Jones says he and Mr Grove knew nothing of the 2018 agreement, 2019 agreement or Saturn Holdings. Mr Jones says Mr Norrie had no authority to enter either agreement on behalf of Crown Range. Mr Jones says, “it is clear Mr Norrie acted fraudulently and misrepresented matters”.
4 Saturn Holdings.
[10] Mr Jones says Mr Norrie had only “a minor role” with the Queenstown development. Mr Norrie’s company, Norrie & Daughters, provided accounting and tax services.
[11] Mr Jones says the correct position is this. In December 2018, Crown Range’s directors resolved to borrow $1.2 million for its Queenstown development. Mr Norrie mentioned a client (Mr Wu) as a possible lender. The directors agreed Mr Norrie would explore “availability of funds” from Mr Wu and prepare the documentation, but Mr Jones would sign the loan agreement. All this occurred in a Newmarket café. No minutes exist of the meeting, nor any other contemporaneous record. Mr Jones says Mr Norrie later told him his client could lend Crown Range $1.2 million. Mr Norrie prepared a loan agreement for this amount dated 14 January 2019. I call this the intended loan agreement.
[12] Mr Jones acknowledges showing Mr Wu the Queenstown site. Mr Jones says Mr Wu told him he could lend $1.2 million. Mr Jones says he told Mr Wu he was in control of the Queenstown development, and Mr Norrie’s role “was a lesser one”. Mr Jones also says he told Mr Wu that only he had authority to sign loan agreements, and Mr Norrie was a minority shareholder. Mr Jones says Mr Wu never mentioned signing the 2018 agreement, nor the loan being $1.6 million (instead of $1.2 million).
[13] Mr Jones says he signed the intended loan agreement on Crown Range’s behalf sometime after showing Mr Wu the Queenstown site. Mr Norrie was present.
[14] Mr Wu accepts knowing Mr Norrie was a minority shareholder. However, he says Mr Jones did not tell him only he could sign loan agreements on behalf of Crown Range. Mr Wu says Mr Jones did not say the loan was for $1.2 million. If Mr Jones had, Mr Wu would not have agreed to lend the company $1.6 million.
[15] Mr Jones says Mr Wu and Mr Yi are in business together. Mr Wu says he and Mr Yi are golfing friends only. Mr Jones says Mr Wu ought to have been suspicious when Mr Norrie told him the $300,000 would go to Saturn Holdings, not Crown Range. Mr Wu says he was not because Mr Norrie gave the explanation at [7].
[16] So, what happened to the money? On 5 December 2018, $400,000 was transferred from the trust account of Norrie & Daughters to Saturn Holdings. Saturn Holdings forwarded the money to Mr Yi. On 30 January 2019, $1.2 million was transferred from the same trust account to Saturn Holdings, then from it to Crown Range. In March 2019, Mr Wu and his wife transferred $300,000 to Saturn Holdings. Saturn Holdings forwarded $200,000 to General Growth Group Ltd, of which Mr Yi is sole director. Of this sum, $60,000 went to Mr Norrie, apparently as a loan. $38,000 went elsewhere.
[17]It is common ground the money has been repaid, except for:
(a)Some interest and legal costs in relation to the 2018 agreement.
(b)$100,000 of principal, some interest, and legal costs in relation to the 2019 agreement.
[18] It is also common ground these are secured by the agreements if Crown Range is bound by them.
A prècis of the arguments
[19] The applicants contend they have a reasonably arguable case Mr Norrie had actual authority—express, implied or customary—or apparent authority, to enter the 2018 agreement and 2019 agreement.
[20] They rely on a letter dated 23 September 2019 from Crown Range (by its solicitors) to the solicitors acting for Mr Norrie’s estate. The letter says Crown Range’s directors and shareholders agreed to obtain a loan for the Queenstown development through Saturn Holdings “trading as Saturn Finance, WNY Group Ltd for $1,200,000”. It continues: “Mark [Norrie] had the role of signing up the company’s loan commitment”.
[21] Mr Norrie committed Crown Range to two matters by signing exclusively on its behalf:
(a)Appointing Norrie & Daughters as Crown Range’s tax agent on 17 June 2017.
(b)A deed of amendment of sale prices. The deed is dated 8 July 2016. It concerned transactions with two related companies and records amended sale prices for two properties of $884,298.29 and
$653,940.00.
[22] The applicants observe Crown Range allowed Mr Jones to enter a similar agreement on its behalf with WNY—the intended loan agreement. Mr Norrie was authorised by Crown Range to explore the availability of funds from Mr Wu; draft the loan agreement; facilitate Mr Wu’s inspection of the development; and deal almost exclusively with him. The applicants contend this mix and [21] could constitute implied authority.
[23] The applicants also contend it is reasonably arguable Mr Norrie had apparent authority, and ss 18(1)(c) and (d) of the Companies Act 1993 are engaged.
[24] Crown Range argues the applicants have failed to demonstrate a reasonably arguable case. It made a mistake when it wrote “Mark [Norrie] had the role of signing up the company’s loan commitment” in its 23 September letter to Mr Norrie’s estate. Mr Jones says the letter was written in haste to prevent distribution of Mr Norrie’s estate. Mr Jones says he alone was entitled to enter loan agreements on behalf of Crown Range. In any event, the letter refers to a loan for $1.2 million, not $1.6 million, let alone two loans totalling $1.9 million.
[25] Crown Range contends the matters at [21] are of a different nature to the entry of a loan agreement, hence do not support implied authority.
[26] Crown Range observes the customary authority of one director of a board is very limited, and there is no evidence to support a reasonably arguable case based on such authority.
[27] Crown Range contends it is not reasonably arguable Mr Norrie had apparent authority as he was a single director only, not the chief executive or board chairman. Crown Range observes Mr Wu ought to have been suspicious of Mr Norrie because the $300,000 went to Saturn Holdings, not Crown Range, and because of other matters discussed later.
[28]Crown Range also argues the caveat should be removed even if sustained.
Principle
[29] Principle is not contested.5 A party seeking to uphold a caveat must demonstrate he, she or it has a reasonably arguable case in an interest in the land to support the caveat. If this standard is not met, the caveat must be removed. A caveat may be removed even if the standard is met, though cautiously only. Proceedings of this nature are not suitable to determine rights and obligations—or matters of fact.6
Analysis
[30] Arguments about an agent’s authority often present as exercises in taxonomy, with terms being used interchangeably. For this reason, I attempt classification.
[31] The authors of Bowstead and Reynolds on Agency say an agent’s actual authority—meaning just that—may be expressed or implied.7 An obvious example of express authority arises when a company’s board resolves to authorise a single director to sign for the company in identified circumstances. Implied authority arises, obviously, by implication. So, a very senior role in the corporate structure, for example, chief executive, may imply the holder of that role acts with the authority of the company.
[32] Actual authority is judged objectively. It matters not if the third party did not know of the matter(s) comprising the agent’s authority, or how that arose:8
5 Bishop Warden Property Holdings Ltd v Autumn Tree Ltd [2018] NZCA 285 at [22]–[25].
6 A Judge is not required to accept evidence uncritically though; see Eng Mee Young v Letchumanan
[1980] 1 AC 331 (PC) at 341.
7 Peter Watts and FMB Reynolds Bowstead and Reynolds on Agency (21st ed, Sweet & Maxwell, Thomson Reuters, 2018).
8 At 3-003.
An “actual” authority is a legal relationship between principal and agent created by a consensual agreement to which they alone are parties. Its scope is to be ascertained by applying ordinary principles of construction of contracts, including any proper implications from the express words used, the usages of the trade, or the course of business between the parties. To this agreement the contractor is a stranger: he may be totally ignorant of the existence of any authority on the part of the agent. Nevertheless, if the agent does enter into a contract pursuant to the “actual” authority, it does create contractual rights and liabilities between the principal and the contractor.
[33] Customary authority is a species of actual authority, derived, as its name implies, from custom. The authors of Company and Securities Law in New Zealand say customary authority, “labelled alternatively as authority implied from special usages, is also closely related to implied actual authority”.9 They add a third party may rely on an agent having customary authority—which is “authority to act according to the usages and customs of the particular place, market or business in which he or she is employed”—because all those in the subject place, market or business know of the practice, hence custom.
[34] Apparent (or ostensible) authority can arise even when the agent is not permitted to do what he, she or it has done. For apparent authority to arise, the agent must be held out as having authority to enter a transaction of the kind made; that holding out must be done by the principal or someone with actual authority; the third party must know of the holding out; and their reliance (on the holding out) must be reasonable. The onus of proof is on the third party in relation to all these.10
[35]To this must be added s 18(1) of the Companies Act 1993:
18 Dealings between company and other persons
(1) A company or a guarantor of an obligation of a company may not assert against a person dealing with the company or with a person who has acquired property, rights, or interests from the company that—
(a)This Act or the constitution of the company has not been complied with:
(b)A person named as a director of the company in the most recent notice received by the Registrar under section 159 of this Act—
9 Susan Watson “Legal Relationships with Third Parties” in John Farrar and Susan Watson (eds)
Company and Securities Law in New Zealand (2nd ed, Thomas Reuters, 2013) 125 at 161.
10 Bishop Warden Property Holdings Ltd v Autumn Tree Ltd, above n 5, at [30].
(i)Is not a director of a company; or
(ii)Has not been duly appointed; or
(iii)Does not have authority to exercise a power which a director of a company carrying on business of the kind carried on by the company customarily has authority to exercise:
(c)A person held out by the company as a director, employee, or agent of the company—
(i)Has not been duly appointed; or
(ii)Does not have authority to exercise a power which a director, employee, or agent of a company carrying on business of the kind carried on by the company customarily has authority to exercise:
(d)A person held out by the company as a director, employee, or agent of the company with authority to exercise a power which a director, employee, or agent of a company carrying on business of the kind carried on by the company does not customarily have authority to exercise, does not have authority to exercise that power:
(e)A document issued on behalf of a company by a director, employee, or agent of the company with actual or usual authority to issue the document is not valid or not genuine—
unless the person has, or ought to have, by virtue of his or her position with or relationship to the company, knowledge of the matters referred to in any of paragraphs (a), (b), (c), (d), or (e), as the case may be, of this subsection.
[36] The Court of Appeal has said the section codifies the “common law indoor management rule”.11 Those dealing with the company are entitled to presume its internal procedures have been met. A company may not assert the contrary against a third party unless that party has or ought to have known of that non-compliance.12
[37]Now, to this case in four points.
[38] First, Crown Range’s letter of 23 September 2019 is evidence Mr Norrie had express authority to bind the company in relation to a loan agreement. The letter says as much; see [20]. It does not matter Mr Wu was ignorant of the letter when he entered the loan agreements; the issue here is actual authority, not apparent authority; see [32]. Mr Jones’ evidence this was written in mistake—in haste—is for another day,
11 Bishop Warden Property Holdings Ltd v Autumn Tree Ltd, above n 5, at [32].
12 At [32].
especially as Crown Range was given the 2018 agreement on 7 November 2019 and did not contest Mr Norrie’s authority to sign that agreement on Crown Range’s behalf in its solicitors’ letters of 7 November, 4 December, and 9 December 2019.13
[39] Mr Waalkens QC on behalf of Crown Range said he alone was responsible for the mistake. Mr Waalkens told me from the Bar Mr Jones did not see the 23 September 2019 letter before it was sent. There is a fundamental impediment to this submission: Mr Waalkens may not be an advocate and witness. Moreover, this case has an unusual feature. Crown Range does not contest the authority of a single director to enter a loan agreement on behalf of the company with WNY; rather, it says that authority resided in Mr Jones, not Mr Norrie. The same point diminishes the significance that might otherwise attach to the $1.2 million figure in the letter, and the absence of reference to a further loan.
[40] Second, various features combine to comprise evidence Mr Norrie had implied authority to enter the agreements. Mr Norrie entered a deed of amendment of sale price on behalf of Crown Range and two related companies in 2016, and without apparent resolution from the board or other explicit authorisation.14 The transaction was not a loan (and the other companies were related), but the figures are hardly small. The properties totalled $1,538,238.29 in value. Mr Norrie was also authorised by Crown Range to explore the availability of funds from Mr Wu; draft a loan agreement between Crown Range and WNY; facilitate Mr Wu’s Queenstown inspection of the development; and deal almost exclusively with Mr Wu. The last two appear important because WNY would not lend money to Crown Range unless Mr Wu was content with what he saw and content, presumably, with his dealings with Mr Norrie. Moreover, as observed above, it is clear a single director was permitted to enter a loan agreement on behalf of the company with WNY. The constellation needs to be viewed in this light.
[41] Mr Waalkens contends this case is removed from “orthodox cases”, for example, Levin Meats Ltd v Perfect Packaging Ltd,15 in which an unquestionably
13 This correspondence disputes Mr Norrie was acting for Crown Range but says nothing about his authority to sign as a single director in relation to loan agreements.
14 I do not include in the mix the point identified by Mr Johnson at [21]. It strikes me as insignificant.
15 Levin Meats Ltd v Perfect Packaging Ltd HC Christchurch CIV-2011-409-18, 1 August 2011.
senior figure in the corporate structure—there, the general manager and chief executive—has implied authority to enter an agreement on behalf of the company. I do not disagree. However, I do not consider this decisive. While implied authority can arise from a person’s position within the company, that is not the only way it can do so. Totality of circumstance may permit the same inference. It is also important to recall my function. I am not trying the case; merely deciding whether the record discloses a reasonable argument.
[42] Third, it is reasonably arguable Mr Norrie had apparent authority to enter the loan agreements on Crown Range’s behalf. Equally, s 18(1)(d) is satisfied. The key aspect here is Mr Wu’s trip to Queenstown and his associated dealings with Mr Jones, and what these are reasonably capable of implying in context.
[43] The trip was to ensure Mr Wu was happy with the development. Mr Jones contacted Mr Wu and drove him to the site. There, Mr Jones identified at least one matter of importance to the development. Recollections differ as to what was said, but it is clear the men discussed at least the fact of a possible loan by WNY to Crown Range. After all, that was why Mr Wu was there.
[44] The trip occurred in the context of Mr Norrie’s otherwise exclusive dealings with Mr Wu, directed, from Crown Range’s perspective, at securing a loan of
$1.2 million from WNY to advance its development. Mr Jones says he told Mr Wu he controlled the Queenstown development. Mr Wu does not comment on this aspect in his evidence. Whether made or not, the sequence is consistent with a tacit representation by Mr Jones that Mr Wu should continue to deal with Mr Norrie on behalf of Crown Range in relation to a possible loan of at least $1.2 million, being one Mr Norrie had authority to enter for that company given all his dealings with Mr Wu.
[45] In short, it is reasonably arguable Mr Jones held out Mr Norrie as having authority to enter a loan agreement for Crown Range; that was done by someone with actual authority (Mr Jones); and Mr Wu knew of the holding out (as its recipient). I do not overlook Mr Jones’ evidence he told Mr Wu he alone had authority to sign a loan agreement for Crown Range. Mr Wu denies Mr Jones said this. Resolution is for another day.
[46] This leaves Mr Waalkens’ submission Mr Wu should have been suspicious of Mr Norrie, or in terms of the proviso to s 18(1), had or ought to have, by his relationship with Crown Range, knowledge Mr Norrie had no authority. Mr Waalkens argues Mr Wu, Mr Norrie and Mr Yi were “thick as thieves”, and Crown Range peripheral. He observes in late 2018, Mr Wu agreed to lend $3,939,000 to Mr Yi through Mr Norrie. The term was short. Mr Norrie transferred $4.1 million, not
$3,939,000. The intended amount was quickly returned, but not the difference of
$161,000. Mr Waalkens observes this sequence should have put Mr Wu on notice. Or, as he puts it, “alarm bells should have been ringing”. Mr Waalkens also contends the sequence demonstrates Mr Wu’s close but disclaimed business connection to Mr Yi.16
[47] This sequence is not referred to in any affidavit. It is described in a letter by Mr Wu’s solicitors to Mr Norrie’s estate, appended, with many other exhibits, to Mr Wu’s affidavit. The letter then outlines Mr Norrie’s other dealings with Mr Wu and WNY vis-à-vis Crown Range. Obviously, Mr Wu knew of the sequence by 28 January 2020, when the letter was written. However, there is no evidence Mr Wu knew Mr Norrie transferred $4.1 million, not $3,939,000, when he dealt with Mr Norrie in relation to Crown Range, especially as the money was in Norrie & Daughters’ trust account. Moreover, there is an element of opportunism to this argument. It was first ventilated orally; Crown Range’s written submission do not mention it. The notice of opposition says nothing about the proviso to s 18, nor Mr Wu being on notice.17 It follows Mr Wu has not had the opportunity to comment on the
$4.1 million, beyond Mr Johnson’s oral argument in reply.
[48] I recapitulate. There is no evidence Mr Wu knew Mr Norrie was mishandling his money. Nor evidence Mr Wu knew Mr Norrie did not have authority to bind Crown Range. The record—given the limitations identified—does not suggest Mr Wu should have been suspicious of Mr Norrie or his agency. Mr Wu explains why he accepted Mr Norrie’s explanation about money going to Saturn Holdings. The explanation is plausible. English is Mr Wu’s second language. He was dealing with
16 So too, it is argued, Mr Yi’s apparent involvement in the 2019 agreement through General Growth Group Ltd.
17 Mr Wu’s affidavit (annexing the letter) was filed 4 March 2020. The notice of opposition was filed 19 May 2020.
a financial advisor. Mr Wu’s relationship with Mr Yi may prove to be closer than Mr Wu acknowledges. Equally, Mr Waalkens may ultimately be correct Crown Range’s involvement was peripheral. These questions are beyond my function and for another day.
[49] Fourth—and for completeness—it is not reasonably arguable customary authority arises in terms of s 18(1)(b)(iii). There is no evidence a single director of a company carrying on business of the kind carried on by Crown Range—a small, property development company—would customarily have authority to enter a loan agreement in relation to a substantial amount of money. Indeed, the applicants have adduced no evidence of any relevant custom. I accept Mr Johnson’s argument on behalf of the applicants such evidence need not necessarily come from an expert. And, I acknowledge in Levin Meats French J was prepared to accept, without evidence, a chief executive officer “of a company like Levin Meats would normally have authority to enter into contracts for the acquisition of capital items”.18 But again, there is no evidence to support customary authority. Nor, unlike Levin Meats, is the point self-evident. The applicants carry the onus of proof.
[50] I also endorse Mr Johnson’s responsible concession that customary authority of a single director is very limited in relation to a company with a board of directors, and the position of director does not carry with it apparent authority to act on the company’s behalf.19
Discretion to remove the caveat
[51] Mr Waalkens advances an alternative submission that this is a “rare case” in which the caveat should be removed even though it can be sustained. He observes the applicants likely have a claim against Mr Norrie’s estate, which they have injuncted. Its executor has given an undertaking she will not distribute the estate until further order of the Court. Mr Waalkens contends the caveat is unnecessary to protect the applicants’ position, especially as the financial health of the estate “is not as grim” as may be thought.
18 Levin Meats Ltd v Perfect Packaging Ltd, above n 15, at [56].
19 Bishop Warden Property Holdings Ltd v Autumn Tree Ltd, above n 5.
[52] A caveat may be removed if a Court is satisfied the legitimate interests of those protected by the caveat will not be prejudiced. In Pacific Homes Ltd v Consolidated Joineries Ltd, the Court of Appeal said:20
… the Court retains a discretion to make an order removing the caveat, though it will be exercised cautiously. An order will be made for removal only where the Court is completely satisfied that the legitimate interests of the caveator will not thereby be prejudiced. If, on the facts of a case, it can be seen that the caveator can have no reasonable expectation of obtaining benefit from continuance of the caveat in the form of the recovery of money secured over the land or specific performance of an agreement or if the caveator’s interests can be reasonably accommodated in some other way, such as by substituting a fund of money under the control of the Court, then it may be appropriate for the caveat to be removed notwithstanding that the right to the claimed interest is undoubted.
[53] I am not persuaded to invoke the (confined) discretion. It is not clear from the record the estate can meet all claims and liabilities. In any event, the applicants have a reasonably arguable case, involving alleged deceit by Mr Norrie. They should not be put to an election whom they sue.
Should retention of the caveat be conditional on the applicants filing a claim against Crown Range?
[54] Mr Waalkens argues it should, and the claim filed within 14 days. Mr Johnson agrees but seeks 20 working days. I consider this slightly longer timetable reasonable given the importance of a statement of claim.
Result
[55] The caveat is sustained providing the applicants file a claim against Crown Range within 20 working days of this judgment’s release.
Costs
[56] I see no reason why the applicants should not have 2B costs. If the parties disagree they may file memoranda of not more than five pages:
(a)The applicants by 27 July 2020.
20 Pacific Homes Ltd (in receivership) v Consolidated Joineries Ltd CA91/95, 27 June 1996 at 7.
(b)Crown Range by 10 August 2020.
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Downs J
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