CONSIDERATION
162 In my opinion, the evidence before the Court does not establish that the funds in the Brokerage Account are wholly or in part the beneficial property of the authorised representatives of Services or held by AFS Group on a resulting, Quistclose, conventional express or other species of trust in their favour.
163 A Quistclose or resulting trust was not established.
164 It was undisputed that the authorised representatives and Services were in a debtor-creditor relationship pursuant to their contractual arrangements, but as recognised in the seminal case of Barclays Bank Ltd v Quistclose Investments Ltd [1970] AC 567 ("Quistclose"), the relationships of debtor-creditor and trustee-beneficiary can co-exist.
165 In Quistclose, a financier, Quistclose Investments Ltd, advanced a loan to a financially unstable company on condition that the funds were to be used only for the agreed purpose of paying a dividend the company had already declared. The money was paid into a special bank account opened, to the bank's knowledge, for that express purpose, to which the bank agreed. The company went into liquidation prior to the payment of the dividends.
166 The House of Lords held that Quistclose Investments Ltd was not merely an unsecured creditor and the moneys it had advanced did not form part of the general assets of the insolvent company. Accordingly, the bank was not entitled to set off the moneys in the designated account.
167 Lord Wilberforce (with whom Lords Morris of Broyth-y-Gest, Guest and Pearce agreed) relevantly stated (at 580-581):
That arrangements of this character for the payment of a person's creditors by a third person, give rise to a relationship of a fiduciary character or trust, in favour, as a primary trust, of the creditors, and secondarily, if the primary trust fails, of the third person, has been recognised in series of cases over some 150 years.
…
There is surely no difficulty in recognising the co-existence in one transaction of legal and equitable rights and remedies: when the money is advanced, the lender acquires an equitable right to see that it is applied for the primary designated purpose … when the purpose has been carried out (i.e., the debt paid) the lender has his remedy against the borrower in debt: if the primary purpose cannot be carried out, the question arises if a secondary purpose (i.e., repayment to the lender) has been agreed, expressly or by implication …
168 The reasoning in Quistclose has been applied in many subsequent cases. While Lord Wilberforce's reference to a primary and secondary trust perhaps suggested a novel species exempt from the usual preconditions of an express trust, Australian courts have analysed the Quistclose trust according to conventional principles as a single express trust in which the beneficial interest may be held subject to a power or mandate. Orthodox trust principles, albeit flexibly applicable to a great variety of facts, accordingly remain relevant: Re Australian Elizabethan Theatre Trust; Lord v Commonwealth Bank of Australia (1991) 30 FCR 491; 102 ALR 681 ("Re Australian Elizabethan Theatre Trust").
169 In Australasian Conference Association Ltd v Mainline Constructions Pty Ltd (in liquidation) and Oths (1978) 141 CLR 335 at 353, Gibbs ACJ identified the ratio of Quistclose as follows:
That case is authority for the proposition that where money is advanced by A to B, with the mutual intention that it should not become part of the assets of B, but should be used exclusively for a specific purpose, there will be implied (at least in the absence of an indication of a contrary intention) a stipulation that if the purpose fails the money will be repaid, and the arrangement will give rise to a relationship of a fiduciary character, or trust.
170 Quistclose trusts typically involve, but are not limited to, an advance of loan funds for a specific purpose, on the failure of which the lender retains a beneficial interest. The analysis has been applied to payments made in other capacities, such as that of purchaser, and the trust may, depending on the intention, be in favour of third parties rather than the payer. In Re Kayford Ltd (In Liquidation) [1975] 1 W.L.R. 279; 1 All E.R. 604 ("Re Kayford"), Megarry J held that customers' prepayments for goods they had ordered were held by the vendor on a Quistclose trust for the customers. The vendor company, which was of questionable solvency, had established a separate customers' trust deposit account into which it paid the customers' prepayments for ordered goods prior to delivery, with the object of refunding the prepayments if the company were wound up.
171 Megarry J held that, given the intention before its receipt to hold the prepayment money on trust for the prepaying customers at the time of its receipt, it was not the company's beneficially owned asset available for distribution to its unsecured creditors.
172 Megarry J acknowledged that there were "loose ends", as the company merely reactivated a dormant account instead of opening a new one (which it did not initially designate a trust account) and at first gave the bank only oral instructions. Megarry J nevertheless found the necessary intention to create a trust. As the moneys were personalty, writing was not essential and the three requisite certainties (subject matter, beneficiaries and words) were established. It was unnecessary for customers to advance their money on the faith of a promise to keep it in a separate account, where ([1975] 1 W.L.R. 279 at 282):
… [t]he whole purpose of what was done was to ensure that the moneys remained in the beneficial ownership of those who sent them, and a trust is an obvious means of achieving this.
173 Megarry J noted that although persons advancing moneys to a company to purchase goods not yet delivered were normally merely creditors, a trust could be created by the sender's use of appropriate words when advancing the money or by the company taking suitable steps on or before receiving the money. In either case, the obligations would be "transformed from contract to property, from debt to trust" ([1975] 1 W.L.R. 279 at 282). Megarry J observed that payment into a separate bank account was a useful but by no means conclusive indication of an intention to create a trust, although a company could bind itself by a trust even in the absence of effective banking arrangements ([1975] 1 W.L.R. 279 at 282).
174 In Compass Resources Ltd v Sherman (2010) 42 WAR 1; [2010] WASC 41 ("Compass"), Beech J conveniently summarised the relevant principles and case law on Quistclose trusts as follows (at (2010) 42 WAR 1, 10-11):
…. In my opinion, the test of the necessary intention is the composite test stated in the cases to which I have referred. Is it intended that the monies not become part of the general assets of the company and be used only for the particular purpose? It is not sufficient, in order to establish a trust, to show that the parties intended that the moneys be used only for a particular purpose. Not every contractual obligation to use loan funds for a specified purpose gives rise to a trust of the moneys lent.
That seems to me to be supported by the authorities to which I have referred. See also Re Global Finance Group Pty Ltd (in liq); Ex parte Read [2002] WASC 63; (2002) 26 WAR 385 at [167]. Further, as a matter of principle, an express or inferred trust is founded upon an intention that the beneficial interest not lie in the legal owner of the trust property.
In determining the question of intention the court will have regard to the language employed by the parties, including in the particular clause in question, the nature of the transaction, and the circumstances surrounding the relationship: Walker v Corboy (at 397); Re Australian Elizabethan Theatre Trust (at 502-503); Peter Cox [Investments Pty Ltd (In liq) v International Air Transport Association (1999) 161 ALR 105 ("Peter Cox")] (at [35]-[39]); Re Global [Finance Group Pty Ltd (In liq); Ex parte Read (2002) 26 WAR 385 ("Re Global")] (at [167]); Jessup [v Queensland Housing Commission [2002] 2 Qd R 270 ("Jessup")] (at [6]); Salvo [v New Tel Ltd [2005] NSWCA 281 ("Salvo")] (at [33]-[34]).
Whether there is expressed a requirement that the funds be kept separate from other moneys of the borrower is a significant consideration in determining the question of intention: Walker v Corboy [(1990) 19 NSWLR 382] (at 397-398) the "most powerful indicium"; Re Australian Elizabethan Theatre Trust (at 505-506) "of considerable significance"; Jessup (at [12]); Salvo (at [38]) "indicative but not conclusive" (at [65]); McManus RE Pty Ltd v Ward (2009) 74 NSWLR 662 at [25] "often decisive".
The search is for an intention (or not) that monies paid to the borrower not become part of the borrower's assets. In that light, it seems to me to make sense that an intention (or not) that the funds be kept separate and not mixed with the borrower's general funds is of considerable significance.
It is clear that, notwithstanding the references in some of the cases to "purpose", a Quistclose trust is not a distinct species of trust. It must satisfy the ordinary requirements for any private trust: Re Australian Elizabethan Theatre Trust (at 502); Re Global (at [166]); Twinsectra [Ltd v Yardley [2002] 2 AC 164] (at [89]); Salvo [37]; Heydon JD and Leeming MJ, Jacobs' Law of Trusts in Australia (7th ed, 2006) at [215]-[216].
Moneys lent under a Quistclose trust may be held on trust for the lender, or on trust for third parties who benefit from the specified purpose for which the loan funds are to be used. That will depend upon the intention revealed, in the light of all the facts: Heydon JD and Leeming MJ, Jacobs' Laws of Trusts in Australia (7th ed, 2006) at [215]-[216].
In Re Australian Elizabethan Theatre Trust (at 503) Gummow J stated that if the facts disclosed no contractual obligation by the borrower to the lender to pay the creditors there cannot be an intention to create a trust in favour of the borrower's creditors. Instead, the borrower would hold the monies borrowed as trustee of an express trust for the lender, subject to a mandate for the lender to use the funds to pay the creditors. On that footing, there is one trust created to give the lender security for its rescue operation of the financially unhealthy borrower, but not to render the creditor's beneficiaries under any trust.
That passage was applied by the Queensland Court of Appeal in Quince v Varga (at [39]-[40]).
In Re Australian Elizabethan Theatre Trust (at 503) Gummow J also referred with apparent approval to the suggestions by Mr P J Millett QC (as his Lordship then was) in "The Quistclose Trust: Who Can Enforce It" (1985) 101 Law Quarterly Review 268 at 290-291, and to the adoption of those suggestions by the New Zealand Court of Appeal in General Communications Ltd v Development Finance Corporation of New Zealand Ltd [1990] 3 NZLR 406 at 430-433.
In Twinsectra, Lord Millett analysed the nature of a Quistclose trust, and the location of the beneficial interest, in some detail (at [77]-[100]). On Lord Millett's analysis, the beneficial interest remains with the lender, subject only to the borrower's power or duty to apply the money in accordance with the lender's instructions (at [100]).
There is no general reluctance to infer an intention to create a trust, including in favour of third parties: Bahr v Nicolay (No 2) (1988) 164 CLR 604 at 618; Commonwealth v Booker International Pty Ltd [2002] NSWSC 292 [34]-[45]; Salvo (at [33]). A court will recognise the existence of a trust whenever it appears from the language of the (relevant) party or parties, construed in its context in the surrounding circumstances, that the parties so intended.
175 A Quistclose or resulting trust depends on the intentions of the parties involved, which are to be ascertained objectively from all the facts and circumstances, including the documents, the language used, the nature of the transaction and the parties' relationship. The trust need not be expressly designated as such, and its existence can be inferred.
176 In the present case, the funds in the Brokerage Account could be held on a Quistclose (or resulting) trust if the payers advanced them to Services (or AFS Group) with the mutual intention that they should not become part of the general assets of Services (or AFS Group) but were instead to be applied exclusively for the specific purpose of paying the authorised representatives' commissions.
177 It is first necessary to identify the payers of the relevant funds into the Brokerage Account. The second defendant initially contended prior to payment in to the Brokerage Account that the funds were the property of the authorised representatives, who directed their payment into the Brokerage Account so that fees could be deducted and the balance paid to them.
178 The evidence established, however, that approximately 90% of the relevant funds were commissions which were not advanced by the authorised representatives or at their direction. Rather, product issuers advanced their beneficially owned funds to (or at the direction) of Services pursuant to product issuer's agreements, in satisfaction of their contractual liability to Services. The authorised representatives were not party to the product issuers agreements and there is no basis on which to conclude that the authorised representatives had, thereunder, a beneficial interest in the relevant funds at the time of payment.
179 Further, the product issuers' agreements recognised no liability on the part of the product issuers to Services' authorised representatives. (The majority of the product issuers' agreements in evidence did not refer to the payment of Services' employees, agents or representatives, although one expressly provided that Services was solely responsible). The product issuers' agreements expressed no intention on the part of either the product issuers or Services that the funds advanced by the product issuers should not form part of Services' general assets, should be applied exclusively for the purpose of paying the authorised representatives' commissions or were subject to any other restriction or condition on use.
180 The balance of approximately 10% of the funds in the Brokerage Account were not paid as commissions but in respect of fees for services the authorised representatives provided to clients. The evidence did not, however, disclose the identity of the persons who paid such moneys, or the terms, accompanying intentions or purposes on which they did so.
181 In summary, the authorised representatives did not establish that they paid or directed the payment of funds in which they had an interest into the Brokerage Account nor that any party paid in funds (intending mutually with Services or AFS Group) that they be held for, or on-paid to, the authorised representatives, rather than constitute general assets of Services.
182 Accordingly, as counsel for the second defendant seemed ultimately to concede, the case for a Quistclose (or resulting) trust failed at the first hurdle.
183 The failure to establish a Quistclose trust did not, however, exclude the existence of a trust on some other basis. The second defendant alternatively alleged an express or inferred trust by declaration or transfer based on the words and conduct of the officers of the AFS companies or a trust of undesignated character based on the mutual intentions of the companies and the authorised representatives.
184 It is necessary, in that context, to consider all of the evidence, including the language used by the parties, the relevant contractual documents and the particular clauses, the nature of the transactions between the parties, the circumstances surrounding the relationship and the treatment of the funds in the Brokerage Account in practice.
185 There was no trust deed and no express declaration of trust by Services, AFS Group or any other party. It was, as the first defendant submitted, somewhat uncertain whether the alleged trustee was Services (as the party contracting with the authorised representatives), AFS Group (as the holder of the Brokerage Account) or both companies. The relevant funds were not paid into or held in an account designated a trust account or into a separate account. Rather, they were held in an account mixed with other funds to which the authorised representatives had, on any view, no claim. Such other funds included amounts due to Services and/or AFS Group and another entity, Portfolio.
186 While several deponents suggested that administrative or statutory problems precluded the establishment of a "formal" trust account, no statutory obstacle to the maintenance of a designated trust account in favour of the authorised representatives was identified. Nor did administrative difficulties uniformly or absolutely preclude the establishment of separate accounts. AFS Group maintained separate "cash management accounts", previously designated trust accounts, with the Macquarie Bank, into which fees for service were sometimes paid. Such accounts, to which AFS Group had "read only" access, were set up for individual advisers.
187 There was, as Mr Grant deposed, no means of "segregat[ing] particular funds within the Brokerage Account as belonging to one adviser or another".
188 While Ms Misra deposed that she could (depending on the receipt of documentation and variables) calculate the amount due to an authorised representative at a particular time, any amount so ascertained was, under the Principal's Agreement, subject to retrospective adjustment for various contingencies, including the authorised representative's liability for any amounts Services was obliged to refund to other parties and the set off of liabilities owed to Services in other capacities.
189 There was no evidence of the circumstances of the creation of the Brokerage Account, although it was apparently long standing. Relevant authorities recognise that a separate account is a significant indicator that funds are not intended to form part of the account holder's general assets, the absence of which, while not conclusive, weighs against the existence of a trust in this case.
190 AFS Group retained all interest earned on the funds in the Brokerage Account for itself, which, while it accords with the terms of the Principal's Agreement, is inconsistent with the existence of a beneficial interest in the authorised representatives and (irrespective of the practical difficulties of any alternative course) with the duties of a trustee.
191 Further, although the board of AFS Group did not consider that the funds in the Brokerage Account were available for operational purposes, overall, the taxation and accounting treatment of the funds was inconsistent with a trust in favour of the authorised representatives.
192 The entire amount of the funds in the Brokerage Account was treated for tax purposes as income of AFS Group, which paid tax on it. The payments of commissions to authorised representatives was treated as an expense of AFS Group for tax purposes. The entire Brokerage Account was recorded as an asset of AFS Group in the balance sheet and the obligation to pay the authorised representatives was recorded as a liability.
193 Neither AFS Group nor Services instructed Mr Boucher, a principal of their accountants and tax agents, that the moneys were held on trust. After having discussed the accounts with relevant company officers and reviewing the documentation, Mr Boucher saw nothing to indicate that the moneys in the Brokerage Account were trust moneys.
194 Neither AFS Group nor Services at any stage instructed or informed its banker, the first defendant, that the moneys in the Brokerage Account were trust moneys, even when their status became a matter of significance.
195 There is no evidence that AFS Group, Services or any company officer at any time informed any authorised representative that the moneys (or part thereof) in the Brokerage Account would be held on trust for the authorised representatives, even when the treatment of their commissions was explained during induction.
196 The Principal's Agreement which (as was common ground) governed the relationship of Services and the authorised representatives, did not, when construed in context and as a whole, support the existence of a trust or fiduciary obligations in relation to the commissions paid to Services. The Principal's Agreement permits the authorised representatives to provide advice, to deal in products under Services' licence and to receive various forms of support from Services. While "Income" as defined is generated by the authorised representatives' activities pursuant to the Principal's Agreement, it is dependent on a licence and services provided by Services, which is entitled to a proportion of the income generated.
197 The Principal Agreement contemplates that both Services and the authorised representatives make contributions essential to the generation of the "Income", the disposition, treatment and allocation of which it deals with in detail.
198 The Principal's Agreement contemplates an arms length, albeit fair and ethical, commercial relationship between the parties.
199 The provisions in cl 8 of the Principal's Agreement for treatment of income generated by the activities of authorised representatives under Services' licence and with its support, read as a whole, do not indicate that the parties intended that funds paid by third party product issuers or clients to Services should not form part of Services' general assets but would constitute beneficial property of the authorised representatives which they directed to be paid to Services.
200 The authorised representatives were not, on any view, entitled to the entirety of such payments under the Principal's Agreement. Commissions, fees and payments were payable to Services and other costs and taxes were payable to third parties. The individual and total quantum of such deductions (and thus the balance (if any) due to the authorised representatives) could not be ascertained until a reconciliation by AFS Group or Services.
201 Contrary to the second defendant's submission, the reference in sub-cls 8.1 and 8.2 to "Income payable to the Representative" does not establish that the "Income" was beneficially that of the authorised representative, as cl 8.1 states that such "Income" is also "payable to" Services. The phrase "payable to" standing alone is ambiguous, as it is used twice in relation to different entities and hence does not unequivocally connote the existence of the alleged beneficial interest.
202 The balance of cl 8 makes clear that the "Income" is in fact to be paid to and received by Services, which must then pay the authorised representative a share after the payment of fees due to Services and other agreed deductions, reversals or adjustments.
203 Clause 8 uses the language of debt. It provides that any shortfall in the amount an authorised representative owes Services (after calculation of the commission Services owes the representative) constitutes a debt due to Services. Should Services be required to refund to a third party any amount it has already paid to the authorised representative, the amount constitutes a debt of the authorised representative to Services.
204 Clause 8 does not specify that any funds are to be held on trust. It does not provide a mechanism for determining the precise proportion of the Income beneficially payable to the beneficiaries, place any restrictions or conditions on Services' treatment of the "Income" upon its receipt, specify that the funds must be kept in a separate bank account, subject to any particular safeguards or applied only for specific purposes. Nor does cl 8 provide that the "Income" will not form part of the general assets of Services.
205 Sub-clause 8.10 expressly provides that Services is entitled to any amounts that remain unallocated, which is inconsistent with the authorised representatives' alleged beneficial ownership of the funds.
206 While the second defendant submitted that sub-clause 8.8 in charging "Income" which is due to an authorised representative implicitly acknowledges the authorised representatives' beneficial interest in the funds in the Brokerage Account, sub-clause 8.8 states that "all sums payable by [Services] to the Representative from time to time hereunder" are charged, which is consistent with a charge on debts that were due to them under the Principal's Agreement. Moreover, Services' entitlement to a charge and its right to set off against other indebtedness are not consistent with holding the "Income" on trust.
207 While the drafting of cl 8 lacks clarity and contains potential ambiguities, when read as a whole and in the context of the Principal's Agreement, it contemplates a dynamic relationship of mutual debts and credits between the authorised representatives and Services, in which advances or overpayments made to the authorised representatives sound in debt. There is, in my opinion, no indication that "Income" as defined is, on receipt by Services (or its nominees), to be held subject to any trust or obligation in favour of the authorised representative or otherwise than in the character of Services' general assets.
208 That conclusion is fortified by the treatment of the "Income" in practice. The funds in the Brokerage Account were mixed with other funds. While there is evidence that the board did not regard the funds as cash flow available for operational matters, the entire amount was included in the balance sheet as an asset of AFS Group, while the amounts due to the authorised representatives were classed as liabilities. (There was no evidence of the terms on which Services directed payment of moneys to which it was entitled into the Brokerage Account (which was held by AFS Group) although the first defendant has a charge over Services' assets.) Advances were made, albeit rarely, to authorised representatives who had no current entitlement to be paid funds in the Brokerage Account. AFS Group retained the interest on the total amount in the account and any unallocated funds.
209 Mr Grant acknowledged that the Brokerage Account was never called a trust account and that there was no formal trust as it was apparently precluded by administrative or statutory obstacles. While Mr Grant deposed he always believed that the moneys in the Brokerage Account belonged to the authorised representatives (subject to the fees and other payments for which they were liable) and that if asked he "would have told them that the money was, in effect, held on trust", it is clear that Mr Grant never at any stage informed the authorised representatives, or indeed any other party, that the moneys in the Brokerage Account were held on trust for them.
210 Mr Logan never ascertained whether or not the Brokerage Account was a trust fund although he deposed that he believed that it was a trust fund "in practice". Mr Logan deposed that "nobody from the [first defendant] ever specifically suggested to me that the commissions held in the Brokerage Account were available to them". Mr Logan warned an officer of the first defendant that a freeze on the account would be resented in the industry but did not elicit an acknowledgement that the money belonged to the authorised representatives. Although the status of the funds was at that point clearly in controversy, Mr Logon "never specifically discussed" with the officer whether the Brokerage Account was a trust account.
211 Mr Daly, who was the Group's Managing Director for eight years, deposed that he understood the Brokerage Account to be a trust account holding money that was the property of the authorised representatives, which the board did not consider available to it.
212 Mr Daly deposed that when each of the four provider agreements in evidence were negotiated, Services understood that the money paid by the product issuers was not Services' income but that of the authorised representatives, although Services had a discretion to have the money paid to it and dealt with it as set out in the Principal's Agreement, as was common industry practice.
213 Ms Mishra deposed that she always assumed that the Brokerage Account was simply a conduit for money belonging to the authorised representatives, essentially because it was referable to their work. Nevertheless, while Ms Mishra conducted a two day induction of new authorised representatives to explain the system and commissions, she did not discuss the ownership of the money in the Brokerage Account, and never indicated that, or was asked whether, the commissions were held on trust.
214 Mr Bailey, who was both a director of Services and an authorised representative, deposed that based on all the communications from the company, the board considered that the money in the Brokerage Account belonged to the authorised representatives and not to Services (save for the contractual right to withhold fees).
215 The authorised representatives considered that the money in the Brokerage Account represented their income, belonged to them and could be charged as their property.
216 The relevant deponents thus largely asserted a belief that the moneys belonged to the authorised representatives rather than to Services and/or that the Brokerage Account was a mere conduit. Only Mr Daly's evidence was more precise, as he deposed that he and the Board believed that the Brokerage Account was a trust account and the moneys were not available for operational cash flow. Neither Mr Daly nor any other relevant deponent claimed legal expertise, however, and their generally expressed belief that the moneys belonged to the authorised representatives or were held on trust could not significantly illuminate the legal status of the moneys or outweigh the mutual legal rights and obligations created by the relevant documents and the treatment in practice of the funds in the Brokerage Account in accordance with those legal entitlements.
217 The evidence established that prior to the administration, the authorised representatives and relevant company officers viewed the former as entitled to the balance of the moneys in the Brokerage Account generated from a product issuer by their activities (after deduction of Services' fees, costs and perhaps set-off of other indebtedness). Such beliefs are, however, equally consistent with a merely contractual entitlement to be paid and beg the question whether the money was held on trust. The fact that the moneys were generated, at least in part, by a claimant's personal exertion does not ipso facto found a trust.
218 Despite the belief of relevant company officers and authorised representatives that the moneys belonged to the authorised representatives (and Mr Daly's belief that the board believed that the Brokerage Account was a trust account) there was no evidence that any party considered that the contractual entitlements of Services under the Principal Agreement were invalidated, were not exercised in practice, or that the treatment of the funds in accordance with the Principal's Agreement constituted a breach of trust or fiduciary duty. To the contrary, Mr Daly deposed that the money payable to Services under cl 8 of the Agreement "was always dealt with in the way set out in the [Principal's Agreement]", which was common practice. There was no evidence that any party believed that AFS Group did not, or was not entitled to:
(a) deal with the funds in the Brokerage Account according to the contractual provisions;
(b) maintain the funds in a mixed account, which was not designated a trust account;
(c) include the funds and commissions received into the Brokerage Account as an asset of AFS Group in its balance sheet;
(d) include the commissions owed to the authorised representatives as liabilities of AFS Group in its balance sheet;
(e) take the interest on the total funds and unallocated amounts for itself; or
(f) make unsecured advances from the fund.
219 In my opinion, on the totality of the evidence (including the contemporaneous documentation read in context, the treatment of the funds in the Brokerage Account in practice and the nature of the transaction and commercial relationship between the parties), the moneys in the Brokerage Account are not held on trust for the second defendant or any other authorised representatives or former authorised representatives whom he represents.
I certify that the preceding two hundred and nineteen (219) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Dodds-Streeton.