Khoury v Chief Commissioner of State Revenue

The Commissioner of Taxation of the Commonwealth of Australia v Lutovi Proprietary Limited (1978) 140 CLR 434 Federal Commissioner of Taxation v Newton and Others (Executors of the Estate of R Nathan, Deceased) (1957) 96 CLR 577 Chief Commissioner of State Revenue v Pacific General Securities Ltd and Finmore Holdings Pty Ltd [2004] NSWADTAP 51 Old Reynella Village Pty Ltd v Commissioner of Stamps (S.A.) (1989) 51 SASR 378; 20 ATR 1080; 89 ATC 4916 Attorney General v Cohen and anor [1937] 1 KB 478 CASES CITED: Jeffrey v Commissioner of Stamps (1980) 23 SASR 398 Brianco Nominees Pty Ltd & Ors v Commissioner of State Revenue (Taxation) [2008] VCAT 999 Federal Commissioner of Taxation v Wade (1951) 84 CLR 105 Bellinz and Others v Commissioner of Taxation (1998) 84 FCR 154 Chief Commissioner of State Revenue v Incise Technologies Pty Ltd [2004] NSWADTAP 19 Trust Co. of Australia v Chief Commissioner of State Revenue [2002] NSWADT 21

APPLICANT P Khoury, agent REPRESENTATION: RESPONDENT M L Robertson, counsel

ORDERS: The decision under review is affirmed.

1 The applicants seek a review of the respondent's decision to reassess the applicants under s 9 of the Taxation Administration Act 1996 (the "TA Act") to transfer duty by aggregating under s 25(1) of the Duties Act 1997 (the "Duties Act") thirteen dutiable transactions and treating them as a single dutiable transaction.

2 The dutiable transactions were transfers in respect of the purchase in 2007 by the applicants as joint trustees for the EEPAS Family Trust thirteen units in an industrial development from Rodaroma Pty Ltd (in liquidation) ("Rodaroma"). The transfers were originally assessed to duty as separate and independent dutiable transactions.

3 In 2005 Rodaroma, a company owned and controlled by the applicants' parents, completed the development of a block of 17 commercial stratum units at Chester Hill. Between 2004 and 2006, Rodaroma endeavoured to sell the units through an estate agent. Only 4 units were sold.

4 Sometime in late 2006, the applicants made an offer to purchase from Rodaroma 12 of the 13 unsold units at values to be determined independently. Under the proposal, Rodaroma's mortgagee, a finance company, was to be replaced by a new finance arrangement.

5 On 3 January 2007, a liquidator was appointed to administer the affairs of Rodaroma. The liquidator was satisfied that the unsold units as mortgaged were onerous and of no benefit to the other creditors and shareholders of Rodaroma. The liquidator disclaimed the units and approved the sale of the units to the applicants. The liquidator was, however, not involved in the negotiations for their sale.

6 On 14 February 2007, the EEPAS Trust, which was a family discretionary trust, was settled with the applicants as trustees. The beneficiaries were the applicants and their parents.

7 The applicants as trustees of the EEPAS Trust applied to the Uniting Church (NSW) Trust Association Limited to borrow $4,095,000 to purchase 12 units at the Chester Hill development, worth an estimated $5,460,000. The borrowing was to be secured by a mortgage over the 12 units. On 3 April 2007 the financing was approved in principle and on 1 May 2007 valuations for duty purposes for each of the unsold units were obtained by the applicants from a valuer.

8 Between 9 May and 14 May 2007 the applicants and the liquidator of Rodaroma executed transfers for the 12 units. The 12 transfers were presented to the respondent for payment of duty between 14 and 17 May 2007 - two on 14 May 2007, four on 15 May 2007, four on 16 May 2007 and two on 17 May 2007. Transfer duty was assessed by the respondent on each transfer separately.

9 On 28 June 2007, a mortgage over the 12 units was registered in favour of the new financier and the previous mortgage held by the financer to Rodaroma was discharged.

10 In June 2007, the proposed sale of a unit, which was to be sold to a third party, did not proceed and the applicants arranged for further finance to purchase this unit as well, making it the 13th unit purchased by the applicants.

11 On 12 July 2007, the applicants and the liquidator executed a transfer for the 13th unit. On the same date, duty was paid to the respondent on the transfer. On 10 August 2007, a mortgage over the 13th unit was registered in favour of the financier and the previous mortgage was discharged on 14 August 2007.

12 On 29 April 2008, the respondent sent a letter to the applicants to determine whether the transfers should be aggregated under s 25(1) of the Act. No reply was received and the respondent on 2 June 2008 sent the applicants a further letter requesting a reply to his inquiries made in his letter of 29 April 2008. There was again no response from the applicants.

13 On 8 July 2008, the respondent, pursuant to s 9 of the TA Act, issued to the applicants a notice of reassessment of duty on the 13 transfers, treating them as one dutiable transaction under s 25 of the Duties Act. An additional duty of $81,020 and interest of $10,438.13 were included in the reassessment. The interest included both the market rate and premium components.

14 On 30 July 2008, the applicants lodged an objection against the reassessment under Part 10 of the TA Act on the ground that s 25(1)(c) of the duties Act was not satisfied.

15 On 7 November 2008, the respondent disallowed the applicants' objection and on 27 January 2009, an application was filed at the Tribunal for a review of the respondent's objection decision.

16 The relevant provision in dispute is s 25(1) of the Duties Act which relevantly provides: "(1) Dutiable transactions relating to separate items of dutiable property, or separate parts of, or interests in, dutiable property are to be aggregated and treated as a single dutiable transaction if: (a) they occur within 12 months, and (ab) the transferor is the same or transferors are associated persons, and (b) the transferee is the same or the transferees are as associated persons, and (c) the dutiable transactions together form, evidence, give effect to or arise from what is substantially, one arrangement relating to all of the items or parts of, or interests in, the dutiable property."

17 It was common ground that the first three of the four elements set out in s 25(1) of the Duties Act were satisfied. The dutiable transactions all occurred within 12 months; the transferor was the same in each transaction; and the transferees were the same in each transaction. The only issue in dispute was whether the relevant dutiable transactions together form, evidence, give effect to or arise from what is substantially, one arrangement relating to all the 13 transactions.

18 The applicants' case was that "no 'arrangement' or 'understanding' ever existed between the parties to the transactions within the meaning of section 25(1)(c) of the Duties Act 1997".

19 The applicants sought to rely on "Revenue Ruling No. DUT 22 - Aggregation of Dutiable Transactions" and "Revenue Ruling No. DUT 36 - Aggregation of Dutiable Transaction" issued by the respondent. In particular, reliance was placed on paragraphs 16 (j) of Revenue Ruling No. DUT 22 and paragraphs 21(i) and (j) of Revenue Ruling No. 36. The rulings contain the views of the respondent in relation to aggregation of dutiable transactions. Ruling DUT 22 was in force from 16 August 2001 up to 4 February 2009 and from 5 February 2009 it was replaced by Ruling DUT 36, which is the current ruling on aggregation of dutiable transactions. Reliance was placed by the applicants on examples of transactions set out in the rulings, which in the opinion of the respondent would constitute "one arrangement". In particular, the attention of the Tribunal was drawn to examples that indicated that aggregated assessments would be made under s 25(1) in circumstances where the purchasers are buying all the lots in a subdivision or all the units in a home unit block. It was submitted by the applicants that they did not buy all the units in the Chester Hill development; they only purchased 13 out of the 17 units developed by Rodaroma.

20 The respondent's case was: "36. Section 25(1)(c) of the Duties Act is cast in plain terms that do not require any tax avoidance purpose for an arrangement to be caught. Nor is there any exemption for arm's length negotiated arrangements. The simple question is whether there is, substantially, one arrangement relating to all of the items or parts of, or interests in, the dutiable property. 37. "Arrangement" is not defined in the Dictionary to the Duties Act. It takes its ordinary meaning having regard to the context within which it sits. In this regard, an arrangement cannot mean merely a contract for the transfer of the dutiable property, for that would already be assessed as one dutiable transaction under s 9 of the Duties Act. Rather, s 25 is concerned with widening the revenue base beyond what is caught by the ordinary transfer duty provisions, by requiring the separate dutiable transactions to be assessed as if they were a single dutiable transaction. 38. The ordinary meaning of "arrangement" when compared and contrasted with more narrow words such as contract or agreement connotes width. So much was made clear by Williams J in Newton's case (1957) 96 CLR 577. He considered the expression "contract, agreement, or arrangement" in s 260 of the Income Tax Assessment Act 1936 (Cth) ("the Tax Act") as follows: '"Contract" is a technical word and implies an agreement enforceable by law but the words "agreement" and "arrangement" and in particular the word "arrangement" are apt to describe bargains of a looser kind … and the word extends beyond contracts and agreements so as to embrace all kinds of concerted action by which persons may arrange their affairs for a particular purpose or so as to produce a particular effect" (1953) 87 CLR, at p 573.' 39. The expression "agreement or arrangement" was also used in s 44(2D) of the Tax Act. The High Court in FCT v Lutovi Investments Pty Ltd (1978) 140 CLR 434 considered what was meant by that expression, making reference to the other provisions in pari materia . A majority (Gibbs and Mason JJ; Murphy J agreeing.) of the High Court said: "In the context of s. 260 an arrangement is something less than a binding contract or agreement, something in the nature of an understanding which may not be enforceable at law (Newton v. Federal Commissioner of Taxation)… It is, however, necessary that an arrangement should be consensual, and that there should be some adoption of it. But in our view it is not essential that the parties are committed to it or are bound to support it. An arrangement may be informal as well as unenforceable and the parties may be free to withdraw from it or to act inconsistently with it, notwithstanding their adoption of it." 40. The understanding between the applicants and their parents' Rodaroma that the applicants would acquire the unsold units may not have been a binding enforceable contract between them. But it was an arrangement between them within the ordinary meaning of that term. It was carried out, as evidenced by the dutiable transactions themselves."

21 The "main cases" which have considered similar aggregation provisions were examined by the Appeal Panel in Chief Commissioner of State Revenue v Pacific General Securities Ltd and Finmore Holdings Pty Ltd [2004] NSWADTAP 51 as follows: "13 The Commissioner contends that the Tribunal erred in law in its determination of the approach to be adopted in applying s 25(1) to the facts; and, in particular, had failed to apply South Australian authority relevant to the interpretation of s 25(1), the key case being Old Reynella Village Pty Ltd v Commr of Stamps (S.A.) (1989) 51 SASR 378; 20 ATR 1080; 89 ATC 4916. 14 The aggregation provision in force in South Australia at the time of the decision in Old Reynella was s 66AB(1) of the Stamp Duties Act 1923 which provided: 'Where land or interests in land is or are conveyed by separate conveyances - (a) that arise from a single contract of sale; or (b) that together form, or arise from, substantially one transaction or one series of transactions, the conveyances shall be chargeable with ad valorem duty calculated upon the sum of the amounts …'.

15 In that provision the key term is 'substantially one transaction' (or 'substantially … one series of transactions') while in the Duties Act the key term is 'substantially, one arrangement'. On its face 'arrangement' has a wider connotation.

16 In the Old Reynella case, certain entrepreneurs had, over a four-month period, purchased four properties in the Reynella area and obtained options to purchase a further 16 properties. If amalgamated, the 20 properties would become one block of land. The taxpayer had obtained the benefit, through assignment from the entrepreneurs, of these contracts. The taxpayer proceeded to obtain transfers of the 17 properties covered by the contracts.

17 Mohr J reviewed two authorities on aggregation of duty dealing with broadly comparable circumstances, the English case Attorney General v Cohen and anor [1937] 1 KB 478 and another South Australian case Jeffrey v Commissioner of Stamps (1980) 23 SASR 398.

18 In Cohen the Court of Appeal (Slesser, Green LJJ; Romer LJ dissenting) found against aggregation, whereas in Jeffrey the Supreme Court (Jacobs J) had found in favour of aggregation.

19 Cohen had involved the acquisition of 6 lots in the same street, comprising 12 residential properties, by separate successful bids at public auction. They were all owned by the same vendor - two trustees of an estate. The relevant provision was the Finance Act 1910 (UK) s 73 and its effect was to apply double the usual stamp duty if the instrument of transfer in respect of 'the transaction thereby effected' formed 'part of a larger transaction or of a series of transactions'.

20 Slesser LJ and Greene LJ focused on the word 'transaction', and agreeing with the judge below, accepted the taxpayer's submission that some 'interdependence' between the transactions needed to be shown. As these were sales by public auction one transaction could not be said, on this analysis, to have 'depended' on the other. The purchases were seen as disparate transactions. Nor could it be said that they formed part of a 'series' of transactions. At 488 Greene LJ said: 'There was no relationship between the transactions effected by the … conveyances except that the houses were all situate in the same street, the parties were the same, the conveyances all bore the same date and the contracts which they carried out were all made on the same day and at the same place.' Romer LJ strongly dissented, considering, in essence, that the narrow approach taken to the construction of the statute in relation to the issue of what constituted a 'series' of transactions left it with no practical sphere of operation, thus defeating the purpose of the legislation as he construed it.

21 In the course of his judgment Greene LJ also said at 489: 'In my judgment, if the Legislature had intended that a relationship such as that which exists in the present case between separate and independent transactions should constitute each transaction part of a series, it should have said so in clear terms, for example, by using some words such as 'one of a number of substantially contemporaneous transactions'. (This observation is probably the basis of the drafting of the South Australian provision.)

22 In Jeffrey's case the same vendors sold two adjoining parcels of land to separate purchasers, a mother and son. The following factors favoured the conclusion that there was a substantial degree of connection between the transactions for the purposes of revenue law: contiguity as to the vendors, contiguity of land, and a close family relationship between the respective purchasers. Duty was assessed under the aggregation provision. The taxpayers appealed, relying on Cohen's case. Jacobs J rejected their argument, upholding the assessment. He said at ATC 4131: 'Upon a consideration of the [South Australian] Act itself, and of the argument addressed to me, it appears to me that the use that is made in the Statute of the word 'one' - one contract, substantially one transaction, one series - gives a critical clue to the application of the section. It points to some essential unity, some 'oneness', some unifying factor that brings the several transactions within the section. By virtue of subsec. (1a) a unity of purchasers, coupled with some unity in time, would be sufficient unless it can be shown that the transactions are separate and independent and removed from the concept of 'contract-splitting'. If the facts were as they were in Attorney General v Cohen (supra) that would be sufficient in my view to rebut the presumption, notwithstanding the unity of time and purchaser, for whether the purchaser at auction succeeded in buying one, or four, or six of the lots offered was a mere matter of market change [sic - chance?]. Again, if a farmer were to subdivide his land into three parcels and sells each parcel to different purchasers at arms length from each other, I do not see how the section could apply…. In every case … it will be necessary to find a relationship or a connection or interdependence between the transaction [sic] that gives to them the essential unity at which s 66ab is directed.'

23 Jacobs J reviewed the circumstances, and was satisfied that this essential unity was present. He said (at ATC 4133): 'Here we have adjoining parcels of land, admittedly in separate Certificates of Title, which have at all material times been held in common ownership as one property; the two contracts were identical in form, save for the special conditions; they were obviously prepared by the same agent, and probably on the same day; each provides for the same nominal sum by way of deposit, unrelated to the purchase price; settlement under each contract is to be effected at the same place, and on the same day; the purchasers are related as mother and son; the son is not obliged to proceed with his contract unless his mother sells her existing property and obtains consent to build on the land she intends to purchase adjoining her son's intended purchase; both contracts are in effect subject to the same conditions, although the mother's contract stands independently of the son's; and the purpose of those conditions is, inter alia, to enable the mother to finance the son in his purchase.'

24 After considering these authorities, Mohr J in Old Reynella concluded that the purchases of the 17 lots from different vendors were assessable under the aggregation provision. He said (at ATC 4919) that the entrepreneurs 'were engaged in the process of acquiring separate but adjoining blocks of land with the intention of integrating them in due course into one holding and on that land entered into a contract or contracts for the erection of a shopping complex.'"

22 The Appeal Panel concluded that - "37 In this regard, we are satisfied that the South Australian cases are consistent with each other. They do, in our view, illustrate the proper approach. Nor, in our view, is the English case inconsistent with the South Australian cases in relation to the proper approach. 38 The same approach is appropriate when applying s 25(1) of the Duties Act."

23 The main cases examined by the Appeal Panel suggest that the proper approach to take in considering aggregation is to undertake a wide-ranging factual inquiry to determine the true nature of the relevant transaction. In the Appeal Panel's view the "Commissioner (and the Tribunal on review) is required in deciding whether the circumstances amount 'substantially' to 'one arrangement' to have regard to all relevant factors" which "may involve, entirely, a consideration of the conduct of the" parties. The Appeal Panel also made the important observation that in "any assessment as to whether there is substantially one arrangement there will be questions of degree involved".

24 The general principles that merge from the above analysis of the main cases and relevant to this matter include the following: There must be some "interdependence" between the dutiable transactions. The relationship between the transactions must be "an integral and not fortuitous one". The provision excludes "disparate transactions" - separate and independent transactions. Use of the word "one" (arrangement) gives a critical clue to the application of the section - it points to some essential unity, some "oneness", and some unifying factor that brings the several transactions within the section.

25 The Appeal Panel in Pacific General Securities Ltd agreed with the Tribunal that the term "arrangement" as used in the section 25(1) "is wide enough to include a bilateral or a unilateral arrangement." There is also ample authority that the term "arrangement" in this context extends "beyond contracts and agreements" and need not be legally enforceable. It includes all kinds of action or conduct. The arrangement does no have to be in writing and in some cases it can be inferred by taking into consideration all the relevant circumstances.

26 More recently, the Victorian Civil and Administration Tribunal, in Brianco Nominees Pty Ltd & Ors v Commissioner of State Revenue (Taxation) [2008] VCAT 999 in finding that certain land transfers were to be aggregated and treated as a single dutiable transaction under a similar provision (s24 (1)(c) of the Duties Act 2000 (Vic)) made useful observations as to the scope of the provision. In particular, the Tribunal said at [29]: 'The dutiable transactions together "form, evidence, give effect to or arise from" what is "substantially" one arrangement. It is not just "one arrangement" in reality that s 24(1)(c) is directed to but "substantially, one arrangement". I think, this is significant. Something may not be one arrangement in fact but may, nonetheless, be "substantially" one arrangement. The word "substantially" is an important qualifier.'

27 The applicants had the onus to establish that the dutiable transactions together did not form, evidence, give effect to or arise from substantially one arrangement. No evidence was produced by the applicants to show that the dutiable transactions were separate, independent and unconnected. The applicants did not give any oral evidence at the hearing as to the reasons for or the circumstances leading to the acquisition of the 13 units by them. The only documents before the Tribunal were the documents produced by the respondent under s 58 of the Administrative Decisions Tribunal Act 1997.

28 In my opinion the dutiable transactions together form, evidence, give effect to or arise from what is substantially, one arrangement because of a number of "unifying factors" which were not just "fortuitous ones". The 13 units were part of a single development. The vendor was in each case the administrator of Rodaroma. The shareholders and controllers of Rodaroma were parents of the applicants. The 13 units that Rodaroma had failed to sell on the open market were purchased in a private sale by the applicants. The valuation in each case was provided by the same registered real estate valuer and in each case the valuation and property report was dated 1 May 2007. There were no individual contracts for each dutiable transaction. The sale was concluded by an executed transfer in each case. The same solicitor acted in each transfer. In my opinion, these facts establish the "essential unity" of the transactions, which Jacobs J spoke of in Jeffrey.

29 It is understandable why the arrangement itself was not of a precise legal character. It was not necessary for the parties to enter into any contracts for sale or any other legally binding contract because the applicants and the shareholders/controllers of Rodaroma were all members of the same family. The arrangement in this matter is one to be inferred from all the circumstances and from them the only inference that can be properly made is that there was an arrangement to sell the unsold units to another entity owned and controlled by the family. The applicants did not disclose the reasons for the plan but the financial position of Rodaroma may have been the principal reason.

30 I agree with the submission made by Mr Robertson for the respondent that the "understanding between the applicants and their parents' Rodaroma that the applicants would acquire the unsold units… was an arrangement between them within the ordinary meaning of that term".

31 The applicants placed some reliance on Revenue Rulings No. DUT 22 and DUT 36 issued by the respondent to provide taxpayers with his views as to how the aggregation provisions found in s 25(1) apply. DUT 22 applied from 16 August 2001 until 4 February 2009 when DUT 36 replaced it. Both rulings provide examples when, in the opinion of the respondent, the provisions would apply. In particular, the applicants placed a great deal of reliance on the respondent's examples that the provisions would apply to the purchase of all the lots in a subdivision and to the purchase of all units in a home unit block. The applicants' submission was that they had only purchased 13 units in the Chester Hill development from Rodaroma. This submission must also fail. In each ruling the respondent made it clear that the examples given did not limit the circumstances in which an aggregated assessment will be made and that an assessment under s 25(1) of the Duties Act may also be made if other factors are present that lead to the conclusion that the transactions have sufficient relationship, connection or interdependence to make them, in substance, one arrangement. In any case, the rulings do not override the statutory provisions found in s 25(1) or otherwise act as estoppel against the respondent's statutory duty to administer the Act in accordance with law (see: Federal Commissioner of Taxation v Wade (1951) 84 CLR 105 and Bellinz and Others v Commissioner of Taxation (1998) 84 FCR 154). The respondent was accordingly entitled to make the reassessment in this matter taking into account all the relevant facts and circumstances.

32 The matter that remains is the interest included in the reassessment issued under the TA Act to recover the additional duty payable upon aggregation of the transfers under s 25(1) of the Duties Act.

33 Section 21(1) in Part 5 of the TA Act provides that if a "tax default" occurs, the taxpayer is liable to pay interest on the amount of tax unpaid calculated on a daily basis from the end of the last day when the payment was due until the day upon which the outstanding tax is paid. In this matter, the failure by the applicants to pay the proper duty on the transfers when due was a "tax default" in terms of the definition of "tax default" found in s 3 of the TA Act. The term "tax" is defined in s 3 of the TA Act to include any duty payable under a taxation law.

34 The applicable interest rate consists of a variable market rate component and a premium rate component. The market rate component fluctuates and is connected to an external rate, the Reserve Bank's Accepted Bill rate. The premium rate component is fixed by s 22(3) of the TA Act at 8 per cent.

35 The market rate component, as was pointed out by the Appeal Panel of the Tribunal in Chief Commissioner of State Revenue v Incise Technologies Pty Ltd [2004] NSWADTAP 19, "is intended to compensate the Commissioner (on behalf of the Government of New South Wales) for not having the benefit of the tax payment from the time it was due … is a component that could rarely, if ever, be waived as otherwise tax would be paid at a devalued amount thereby discriminating against taxpayers who meet their obligations on time".

36 On the other hand, as observed by the Appeal Panel in Incise, the premium component of interest "is a form of penalty" and its purpose "is to provide an additional economic deterrent against taxpayers failing to meet their obligations on time".

37 In this matter, the respondent included both interest components in the reassessment issued to the applicants to recover the additional duty payable on the relevant transfers.

38 The Chief Commissioner is given discretion by s 25 of the TA Act, "in such circumstances as the Chief Commissioner considers appropriate", to remit the market rate component or the premium rate component or both by any amount.

39 In Trust Co. of Australia v Chief Commissioner of State Revenue [2002] NSWADT 21, the Tribunal explained the circumstances when the market rate interest component can be remitted as follows: "27 In cases where an amount of interest is imposed by the application of the market rate, only exceptional circumstances would justify any remission. The narrow category of circumstances would include cases where the 'tax default' is entirely due to a fault of the Chief Commissioner. Other circumstances would include situations completely out of the control of the taxpayer, such as postal strikes, serious illness of the taxpayer and natural disasters (bush fires, floods and earthquakes)."

40 In this matter, there were no special circumstances before the Tribunal to warrant remission of the market rate component.

41 In the case of the premium rate component, it would depend on the level of culpability and general behaviour of the taxpayer. The applicants did not provide any explanation as to why the transfers were presented for payment of duty in instalments over a period of days. In the absence of any proper explanation, I think the Tribunal is entitled to make the inference that it was done in that manner to conceal the true nature of the transactions when taken together, in particular, not to draw the attention of the respondent to the "oneness" of the transactions for purposes of the aggregation provisions. The applicants also failed to respond to inquiries made by the respondent prior to the issue of the reassessment. There has been very little cooperation by the applicants to explain the background leading to the transfers. When all the circumstances are taken into account, it would seem to me that the respondent was entitled, by way of a penalty, to include the premium component of interest in the reassessment issued to the applicants to recover the additional duty.

42 The application for review should accordingly be dismissed.

DISCLAIMER - Every effort has been made to comply with suppression orders or statutory provisions prohibiting publication that may apply to this judgment or decision. The onus remains on any person using material in the judgment or decision to ensure that the intended use of that material does not breach any such order or provision. Further enquiries may be directed to the Registry of the Court or Tribunal in which it was generated.