Mackay Sugar Limited v Wilmar Sugar Australia Limited

1. The interlocutory application of the first respondent is dismissed.
2. The costs of and incidental to the interlocutory application are reserved for later determination.
3. The parties are directed to put on short submissions within 7 days as to the disposition of the costs. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

GREENWOOD J: 1 By these proceedings, Wilmar Sugar Australia Limited ("Wilmar"), the first respondent in the principal proceeding, seeks an injunction until judgment in aid of what would be, according to paragraph 18 of Mr Glasgow's affidavit in support of the interlocutory application, its cross-claim in the principal proceeding for a declaration and other relief, that the proposed amendments to the constitution of Queensland Sugar Limited ("QSL") are oppressive to, unfairly prejudicial to, or unfairly discriminatory against, Wilmar for the purposes of s 232(e) and Part 2F.1 of the Corporations Act 2001 (Cth). 2 Having regard to the grounds upon which Wilmar seeks to make good a prima facie case that resolution 2 is beyond power and that the materials distributed to members by QSL with the Notice of Meeting are misleading, the present interlocutory application is, no doubt, sought in aid of other grounds of final relief yet to be advanced in the principal proceeding. The respondents to the interlocutory application are the applicants in the principal proceeding, Bundaberg Sugar Limited, Isis Central Sugar Mill Company Limited and Mackay Sugar Limited which, like the parties, I will describe as the BIM mills. 3 Wilmar has also made the second and third respondents to the principal proceeding, MSF Sugar Limited ("MSF"), and QSL respectively, respondents to the interlocutory application. 4 The BIM mills complain that Wilmar has failed to formulate the final relief it would seek concerning the resolutions for the purposes of its cross-claim and thus it is difficult to discern how the interlocutory relief properly goes in aid of the proposed final relief. There is some force in that criticism but, for present purposes, I proceed on the basis that Wilmar would seek to challenge the resolutions, if passed, on the s 232 ground and on grounds that, first, resolution 2, if passed, is beyond power and the failure to disclose issues going to the power or otherwise to amend in the manner suggested by the resolutions renders the material misleading and, second, the materials distributed by QSL fail to properly discharge the duties of the directors of QSL to fully and fairly inform the members of the matters to be considered at the meeting. 5 The proposed amendments to QSLs constitution are to be considered at a general meeting of members of QSL to be held at 2.30 pm tomorrow, 5 July 2015, at the offices of QSL. This interlocutory application was heard urgently on Friday 1 July 2016. 6 As to the content of the interlocutory orders, Wilmar seeks an injunction until final order restraining the BIM mills from putting the resolutions contained in the notice of meeting of 13 June 2016 (the notice) to a vote of members of QSL or from voting in favour of the resolutions. It seeks an order restraining QSL from putting the resolutions to a vote of members of QSL. It seeks an injunction directing the BIM mills to do all things reasonably necessary to adjourn the meeting scheduled for 5 July 2016 to a date after judgment, in what would be the principal proceeding with its cross-claim by Wilmar. 7 A consequential order is sought under s 1322(4)(d) of the Corporations Act extending the date for holding the meeting required by the notice until 30 days after judgment. 8 I will return to the relief sought by the BIM mills in the principal proceeding later in these reasons. 9 QSL is a company limited by guarantee. It has a constitution. It has seven members who are owners of one or more mills, being the three BIM mill owners, Wilmar, MSF, Tully Sugar Limited ("Tully") and W H Heck & Sons Pty Ltd ("Heck"). It has 23 grower representative members who are representatives of Queensland sugar cane growers. They are, however, appointed by the Australian Cane Farmers Association limited as to one member, and Queensland Cane Growers Organisation limited as to one member, or appointed to represent a particular mill area in accordance with cl 8A of the constitution. There are 21 such elected members or "Elected Holders" under cl 8A of the constitution. 10 These are the classes of members who will vote, subject to the constitution, by a show of hands on the resolutions on 5 July 2016 which might result in a poll being demanded under clause 20 to be conducted in accordance with clause 21. 11 The significance of QSL is that it is currently responsible for approximately 85 per cent of Australia's total raw sugar exports. About 95 per cent of Australia's raw sugar exports are produced in Queensland. Mill owners crush sugar cane and produce raw sugar, among other things. They supply raw sugar to QSL under Raw Sugar Supply Agreements (called "RSSA"s). QSL provides a range of services to its raw sugar suppliers. It offers a range of pricing products including QSL-managed pools, individual forward pricing and miller-managed pricing pools. It also offers financing to millers through an advances program. It provides marketing and management of storage, handling and shipping facilities. 12 Wilmar became a mill owner member of QSL in 2010. It owns eight mills. QSL handles about 3.5 million tonnes of raw sugar annually which represents revenue of approximately $1.7 billion. Of that volume of raw sugar, two million tonnes approximately is supplied by Wilmar. MSF and Tully supply 850,000 tonnes and the BIM mills supply approximately 650,000 tonnes. 13 On 21 May 2014, Wilmar gave written notice to QSL under its RSSA, its supply agreement, that it would not be extending the agreement, under the relevant cessation of extension mechanism, to the 2017 season and thus the Wilmar supply agreement will end following the 2016 season on 30 June 2017. 14 Tully, which owns one mill, and MSF, which owns four mills, have both also given written notices of termination to the same effect. Subject to the particular operation of the Sugar Industry (Real Choice in Marketing) 2015 legislation of Queensland, the effect, put simply, of the notices from Wilmar, Tully and MSF is that from 1 July 2017 they would have been able to market and sell all of their raw sugar production independently of QSL. Put simply, the BIM mills continue to have supply agreements on foot with QSL for all of their raw sugar production. 15 The notices of termination by Wilmar, Tully and MSF are important for another reason under clause 22 of the constitution. That clause provides that at a meeting of members or a class of members of QSL, a mill owner member of QSL who has given notice of termination of a current agreement to supply raw sugar to QSL is not entitled to vote on any resolution except in particular circumstances. See cl 22(e). Wilmar's counsel says that it is important to understand, so far as the proposed resolutions are concerned, that although Wilmar retains its position as a member of QSL, it cannot vote on the resolutions and nor can Tully or MSF. It is, however, also important to understand that that result is not a function of anything other than the proper application and operation of the constitution, those mills having given notice of termination of their supply agreements. 16 They have chosen to give notice to QSL and end a future supply relationship with QSL. 17 The board of QSL is currently composed of independent directors who were appointed by a board selection committee consisting of two members elected by mill owner members and two members elected by grower representative members under cl 29 of the constitution. 18 The present issue arises in this way. On 8 June 2016, the BIM mill entities requisitioned the convening of a general meeting of members of QSL to consider and, if thought fit, pass two resolutions as special resolutions. On 13 June 2016, QSL issued a notice of meeting to members. The material sent to members consisted of a QSL letter of 13 June 2016, a Notice of General Meeting of Members (the Notice of Meeting), Explanatory Notes to the notice of meeting, the Notice of requisition of meeting and a Members' statement of the requisitioning members which had two annexures to it. 19 Annexure A is a marked up copy of the constitution showing the changes proposed by the requisitioning members. The statement of the requisitioning members also says this: By way of further explanation, the proposed changes are also shown in mark-up in Annexure B as against the amended version of the QSL constitution that was put to members at the meeting held on 8 December 2015 (8 December Meeting) and approved by members at that meeting but which were subsequently repealed when the court found they were oppressive [under s 232 of the Corporations Act] in the decision in Wilmar Sugar Australia Limited v Queensland Sugar Limited, in the matter of Queensland Sugar Limited [2016] FCA 20. 20 Before turning to the annexure A changes and what is said about them and their relationship with resolution 2, these things should be noted. 21 The Notice of Meeting explains the requisitioning of the meeting by the BIM mills and sets out the proposed resolutions in this way: Item 1 Amendment to the Company' Constitution To consider and, if in favour, pass the following resolution (Resolution 1) as a special resolution: 'That, subject to Resolution 2 being approved, the constitution of the Company be amended as detailed by the marked up changes set out in the document in Annexure A.' Item 2 - Amendment to the Company' Constitution in the event of a finding of oppression To consider and, if in favour, pass the following resolution (Resolution 2) as a special resolution: "That, subject to Resolution 1 being approved, in the event that a court rules that any of the amendments to the Company's constitution, as set out in Annexure A, are oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members of QSL, the Company's constitution be modified by repealing all amendments set out in Annexure A and restoring the constitution in the form it took immediately before the amendments were approved." 22 The notice also notes at point 3 that a mill owner who has given notice to terminate its raw sugar supply agreement is not entitled to vote on the resolutions. 23 Plainly enough, the two resolutions are interconnected and interdependent and although they appear to be circular, counsel for Wilmar does not suggest that they are not capable of being understood as a question of language and construction. Mr Giles accepts that resolution 1 means, in effect: subject to the members passing protective resolution 2, the constitution of the company be amended as detailed by the marked up changes set out in the document, Annexure A. Mr Giles accepts that resolution 2 means, in effect: assuming the members have voted to amend the constitution in accordance with annexure A, those annexure A amendments will be modified by repealing them with the result that the pre-amended constitution is restored, should the court find that any of the annexure A amendments are oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members of QSL. 24 It is not suggested that the framing of the two resolutions, as a matter of language, is confusing or misleading. They are plainly capable of being understood. That is especially so since the resolutions are directed to individuals who live and work in the industry itself, that is, growers, growers' representatives and mill owners. The cohort engaged by the notice material is not constituted by passive investors in a share register. The Explanatory Notes issued by QSL address the proposed changes by topic and set out the "pros" and "cons" for and against the proposed changes. The notes address Article 31. The notes also explain the earlier court decisions, aspects of Article 31 and the proposal of the BIM mills to seek the declaration sought by them in the principal proceeding that the resolution to amend the constitution by resolution 1, Annexure A amendments, are not oppressive to Wilmar and MSF. 25 The notes take the reader back to the requisitioning members' statement. As to the content of the changes, the Annexure A changes to the constitution propose amendments in terms of amendments put to the meeting on 8 December 2015, except for proposed amendments to Article 31. As to Article 31, which addresses the topic of "mill owner directors", the amendment is explained in the requisitioning members' statement in this way: 1 The Requisitioning Members request that members vote on amendments to the QSL constitution as follows: (a) the amendments put to QSL members at the 8 December meeting in respect of the following will, except for proposed amendments in relation to Article 31, again be put to members in the same manner (as shown in Annexure B). 26 The content of those matters is then set out at 1(a)(i) to (iv). 27 More particularly 1(b) is in these terms: (b) A new Article 31, which will provide for: (i) the 'original continuing mill owner members' (being the Requisitioning Members) to each have an ongoing right to appoint 1 mill owner director and to remove 1 mill owner director (in the same manner as amendments to Article 31 were previously put to QSL members at the 8 December Meeting) until they have given notice to terminate their current raw sugar supply agreement with QSL; and. (ii) an additional mill owner director to be appointed (so that there are up to 4 mill owner directors) where the right to vote on that appointment will be determined on the same tonnage-delivered basis as is currently provided for in Article 31 of the Constitution. For this Article, none of the Requisitioning Members will be able to vote on the fourth mill owner director and the mill owners (other than the Requisitioning Members) will be able to vote based on tonnage supplied regardless of whether or not they have given a notice to terminate their raw sugar supply agreement. 28 At point 2 the statement says this: 2 It is important to note that proposed changes referred to in paragraph (1)(b)(ii) above are different to those approved at the 8 December Meeting. In particular, whereas the previous amendments gave the Requisitioning Members the right to decide if there will be a fourth mill owner director (subject to certain considerations they were required to take into account), the new proposed changes to Article 31 allow the fourth mill owner director to be appointed by mill owners voting in accordance with their tonnage supply to QSL over the preceding three years and without any votes being cast on that appointment by the Requisitioning Members. 29 At point 3 the requisitioning members say this: 3 Another key difference to the amendments put to QSL members at the 8 December Meeting is that whereas previous amendments removed the requirement for the board of the Company to have a minimum number of independent directors there are no new proposed changes to Article 29A(c) in Annexure A, meaning that the board will continue to have at least three independent directors at all times. This will ensure that the Company maintains good corporate governance, and will provide the necessary balance to ensure that an independent view is given full consideration on the board … 30 At paragraph 3 of the statement (rather than point 3), the members say this in relation to resolution 2: In light of that court decision [which is the earlier Wilmar v QSL court decision, [2016] FCA 20], Resolution 2 provides for the changes shown in Annexure A to be repealed in the event that a court rules that any of the changes are oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members of QLS, in which case the constitution will revert back to its current form (i.e. the form it took immediately prior to the meeting requisitioned by the Requisitioning Members). 31 As to the implications of the earlier decision for the proposed amendments and the role of resolution 2 and resolution 1 the Members' statement says this at points 4 and 5: 4 Given the amendments approved at the 8 December Meeting were found by the court to be oppressive, the Requisitioning Members intend to see a declaration from the Federal Court of Australia in Queensland that the changes proposed in Annexure A are not, within the meaning of section 232(e) Corporations Act 2001 (Cth) (Corporations Act), oppressive to, unfairly prejudicial to, or unfairly discriminated against, members of QSL. The BIM Mills do not currently intend to appoint any industry directors until the proceedings in relation to the Federal Court declaration have been determined at first instance. 5 In the event that the proposed changes are subsequently found by a court to be oppressive to, unfairly prejudicial to, or unfairly discriminatory against, a member or members of QSL, then: (a) as provided for by Resolution 2, if Resolution 1 has been approved by a special majority of QSL members, the constitution will be modified by repealing the amendments set out in Annexure A and restoring the constitution in the form it took immediately before Resolution 1 was approved; or (b) if the meeting requisitioned for the purposes of voting on the proposed changes to the company's constitution has not yet been held at the time a court finds the proposed changes to be oppressive, (within the meaning of section 232(e) Corporations Act), then the Requisitioning Members intend to withdraw the Requisition Notice. 32 Wilmar advances two grounds on which it is said the general meeting should not proceed. 33 The first is that resolution 2 cannot have the effect under the Corporations Act it purports to bring about and therefore the notice of meeting which leads the reader to approach the notice material on the footing that it can operate that way is misleading. 34 Second, the explanatory material distributed by QSL does not fully and fairly inform members on the reason for the combined effect of the resolutions and, in particular, the mechanism by which resolution 2 is intended to reverse Resolution 1 in the event of a finding of oppression. 35 The principles I apply in determining these questions are the principles identified by Gummow and Hayne JJ in Australian Broadcasting Corporation v O'Neill (2006) 227 CLR 57 at paragraphs [65] to [72], and Gleeson CJ and Crennan J in ABC v O'Neill at [19] adopting the observations of Gummow and Hayne JJ. I also apply the observations of the Full Court of this court in Samsung Electronics Company Limited v Apple Inc (2011) 217 FCR 238. It is important, of course, to recognise that the strength of the applicants' case is not considered in isolation from questions of balance of convenience. These principles are very well settled. 36 As to the first ground, Wilmar says, put simply, that a provision of the constitution can only be modified or repealed by "special resolution" of the members, that is, at least 75 per cent of the votes cast by members entitled to vote on the resolution (see Section 9 of the Corporations Act). It says that a modification or repeal of a provision of the constitution by operation of a contingent event such as a subsequent declaration by a court as to a relevant matter is not an amendment by "special resolution". Thus, Resolution 2 is said to be beyond power. That is said to follow as a matter of construction of s 136 of the Corporations Act and a recognition that there must be a relationship between the modification or repealing of the provision and members "acting" by special resolution rather than a later change upon an event when membership itself may have changed. 37 Section 136(2) contemplates that a company may modify or repeal a provision of its constitution by special resolution. Plainly, that is done by members resolving by special resolution. By s 136(3) the constitution may provide that the special resolution bringing about that modification or repeal does not have "any effect" unless a "further requirement" "specific" in the constitution "relating to" that modification or repeal has been "complied with". Having regard to those statutory integers in s 136(3) the question is, does Resolution 2 operate on the footing that the modification or repeal of the relevant provisions of the constitution does not have "any effect" unless a "further requirement" "specified" in the constitution which "relates to" the modification or repeal has been "complied with". 38 Section 136(4) contemplates that the further requirement described in s 136(3) may itself be modified or repealed by the company but only if the further requirement is itself complied with. In other words, the company has no power to modify the specified further event which would bring the modification or repeal into effect unless it otherwise complies with the specified event. 39 Section 136(5) requires a public company to lodge with ASIC a copy of a special resolution modifying or repealing its constitution within 14 days after it is passed. 40 It seems to me that Resolution 2 operates on the footing of the statutory integers earlier described. There is very little in s 136(3) and (4) that diminishes the scope of s 136(3). It enables a company to modify or repeal provisions of its constitution on the footing that the changes do not have any effect unless something described as a "further requirement", "specified" in the constitutional provision which relates to the modification or repeal, is "complied with". The specified further requirement may well be a determination by a court in the exercise of a discretion or a permission, authority, approval or sanction by a court, or perhaps the making of a declaration so long as it relates to the modification or repeal. 41 The reference to "complied with" might suggest the taking of a step by the company, but that would impose a limitation not expressly present in the language of the section. 42 Wilmar says that s 136(5) cannot be satisfied on the construction adopted by the BIM Mills. That is said to follow because a copy of the special resolution modifying or repealing the constitution must be lodged with ASIC within 14 days after it is passed, but, it is said, if the modification does not have any effect until the specified further requirement has been complied with, there is no modification or repeal and nothing can be lodged until some indeterminate date. 43 Once it is recognised, however, that a modification or repeal of a provision may operate upon compliance with a specified further requirement later in time, the obligation cast upon the company is to lodge a copy of the special resolution within 14 days of it being passed which operates to give notice to ASIC of the mechanism by which the constitutional change is to occur which, in turn, is the statutory purpose and function of lodgement. 44 It seems to me that s 136 is concerned with the power to modify the constitution in the way described or the power to repeal a provision of the constitution in the way described. Section 137(a) seeks to determine the date a modification or a repeal as a result of a special resolution, at least as to s 137(a)(ii) is concerned, takes effect. If it is the result of a special resolution, it will take effect on a date determined in accordance with the resolution if the relevant date is later than the date on which the resolution is passed, as it will be in the case of a specified further requirement contemplated by s 136(3). These sections sit conformably with each other. 45 I accept that a company cannot deprive itself of the power to amend its constitution and nor can the constitution create a mechanism for its own alteration separate and apart from the statutory method. To do so would be inconsistent with the legislation. Nevertheless, the statutory method expressly recognises a modification or repealing of provisions of the constitution taking effect upon compliance with a stipulated further requirement. I do not accept that the passing of Resolution 2 fetters or prevents a member in conformity with the constitution moving to amend or modify or repeal Resolution 2 entirely if thought appropriate at some later date. 46 I am thus not satisfied that a serious question has been demonstrated on the proposition that the notice material is misleading and deceptive by reason of the proposed resolution being beyond power. 47 As to the second ground, all of the notice materials must be read together. 48 The directors of QSL, plainly enough, have a duty to provide the members with material which will fairly and fully inform them of the matters to be considered at the meeting and enable them to make an informed judgment on the questions in issue raised by the two resolutions and Annexure A. They must provide the members with information in fair and reasonable detail as to the proposals for the meeting. 49 The information about those proposals and what is to be done at the meeting must not be misleading. So much is entirely uncontroversial and clear from Bancorp Investments Limited v Primac Holdings Ltd (1984) 9 ACLR 263, Fraser v NRMA Holdings Ltd (1995) 55 FCR 452, and Lion Nathan Australia Proprietary Limited v Coopers Brewery Limited (2005) 55 ACSR 583. 50 The adequacy of the information must be judged having regard to the audience or cohort to whom it is addressed and the totality of the information or the information package sent to members. Its adequacy must also be assessed in a practical or realistic way having regard to the complexity of the proposals. The information package must present material that is intelligible to reasonable members of the class to whom it is addressed. 51 In this case, the critical class, in truth, is the class represented by the 23 grower representatives made up of the two appointed members and the 21 other grower representatives. They are engaged participants as earlier described. It is true, however, that they are also representatives. Each of these 23 members are very likely to read the information material in a more focused way than simply an ordinary or passive investor. When they do that, they will see the language of the resolutions. That language is not confusing. 52 They will see and read the references in the requisitioning members' statement, to Resolution 2 and its relationship with Resolution 1. They will see that Resolution 2 is necessarily interconnected with Resolution 1 such that the amendments contained in Annexure A take effect by Resolution 1, subject to the members passing protective Resolution 2 which seeks to address, assuming the members have voted to amend the constitution in accordance with Annexure A, what the position will be for each and every amendment effected by Resolution 1, should a court declare or hold any of the Annexure A amendments to be, put simply, oppressive. 53 It is an all or nothing outcome by modification or appeal in terms of the earlier Annexure A amendments if any one of the changes are found to be oppressive. The language of the resolutions seems to me to be clear enough and attention is drawn to Resolution 2 and also its relationship with resolution 1 in the requisitioning members' statement. 54 It is true that the explanatory notes issued by the directors do not debate the stapled effect of Resolutions 1 and 2 and the consequence that an oppression finding on any one of the Annexure A amendments unwinds all of the earlier Annexure A amendments. There are no "pros" and "cons" put forward by the directors about that matter. The member, however, who reads the notice of meeting quickly or scans it to see what is proposed, might not realise that a finding on any one Annexure A amendment will unwind them all. The member, however, must be taken to have gone to, or be required to go to, the explanatory notes which take the reader to the members' statement which explains the Annexure A amendments and, in context, draws attention to Resolution 2. 55 Clause 5 of the members' statement, which I've already quoted, talks in terms of an eventuality that "the proposed changes" are subsequently found to be oppressive, which may give the impression that all of the changes would need to be found to be oppressive before Resolution 2 works its effect of repealing all of the Annexure A amendments. 56 Paragraph 3 of the statement, however, says that in the event a court rules that any of the changes are oppressive, the constitution will revert to its pre-annexure A form. That position correctly reflects the language of Resolution 2. Although I recognise that by looking to only cl 5 of the statement, and the explanatory notes of the directors, taken independently of any other material, a member might not think, at first blush, that all the Annexure A amendments fall away if any one of them is found to be oppressive, the true position, however, is that on the proper balance of all notice material distributed by the directors, the position sought to be achieved by each resolution is plain. That is also so having regard to the position and engagement of the cohort of members addressed by the statement of the requisitioning members taking all of the notice material together. 57 The position sought to be achieved by each resolution is plain. One just needs to read the notice material. The position agitated for by the requisitioning members is set out in the notice material reasonably clearly. Members will either accept it or reject that formulation. It is, however, a matter for the members. Any member retains the right to seek to further amend the constitution at any time. 58 I am not satisfied that a serious question has been made good on the face of the notice material. 59 Apart from any other question, the issue of whether Resolution 2 is beyond power can be tested in the proceedings. If it is beyond power, the court will so find. There is no utility in restraining the conduct of the meeting now on that ground or on the derivative proposition that the notice material is misleading because it fails to postulate and discuss the contention that Resolution 2 is itself beyond power. 60 Thus, I am not satisfied that the propositions of Wilmar on the serious question to be tried issue have been made good. 61 However, let it be assumed that those contentions have been made good. Other problems arise. First, the strength of the serious question would, in the exercise of the discretion, in my view, remain weak. 62 Second, on the question of prejudice, Wilmar cannot vote on the resolutions but that is simply because it has chosen to give QCL a notice of termination. It has nothing to do with the conduct of the BIM mills or the directors of QSL. 63 Third, Wilmar says the court will be confronted with a very difficult causation problem because it will not be possible to determine whether a particular member was misled and Wilmar will be forensically prejudiced. There are, of course, only 23 voting grower members. Their evidence can be gathered relatively easily. It is a closed small cohort. In any event, the question is likely to be whether the notice material is misleading. That is a matter for the court to decide on all the material. 64 Fourth, on the other hand, the BIM mills have a constitutional right to requisition a meeting. They have a right to have these matters of the Annexure A amendments and Resolution 2 considered by the members unless there is a good basis for intervening. The resolutions may or may not pass. The outcome of the meeting should be heard. The legality of the outcome can be tested expeditiously and should Wilmar make good, in a final sense on the merits, the claims it now asserts as prima facie good (although I have found against that), remedial intervention by the court remains open, then. 65 Thus, the balance of convenience favours the meeting going ahead, quite apart from the serious question of issue. 66 Accordingly, I dismiss the interlocutory application and reserve the question of costs for later determination. The parties will be directed to put on written submissions on the question of costs within 7 days. I certify that the preceding sixty-six (66) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Greenwood.