ow, 339 \ TRADE PRACTICES - contract - sale of mining tenements - joint venture provisions - severability - specific performance ~- motion to strike out - contract to acquire interest in mining tenements - purchase price payable partly in shares or cash at purchaser's election - provisions for formation of exploration joint venture with vendor - tenements expired post agreement - purchaser claims pre-contractual misleading and deceptive conduct - vendor damages - motion to strike out claim for spé joint venture impossible - whether sevexable™ obligations - motion dismissed. Trade Practices Act 1974 s.52, s.75B Federal Court Rules 0.20 x.2 Ashburner's Principles of Equity 2nd Edition p.389 Meagher, Gummow & Lehane Equity Doctrines and Remedies 2nd Edition, para.2026 Snell's Principles of Equity 28th Edition p.579 Lindgren Carter & Harland Contract Law in Australia para.2060 General Steel Industries Inc. v Commissioner for Railways (NSW) (1964) 112 CLR 125 at 129 Dey v Victorian Railways Commissioners (1949) 78 CLR 62 Ogden v Fossick (1862) 4 De.G.F. & J. 447 Ryan v Mutual Tontine Westminster Chambers Association (1893) 1 Ch.116 J.C. Williamson Ltd v Lukey & Mulholland (1931) 45 CLR 282 Wilkinson v Clements [1872] LR 8 Ch.App.96 Odessa Tramways Co. v Mendel (1878) 8 Ch.D.235 Lewther v Heaver (1889) 41 Ch.D.248 Bremer Vulkan Schiffbrau Und Machinenfabrik v South India Shipping Corporation Ltd [1981] ac 909 - : = 1 Far kp at ren ae we 8 . = - SS Sr ETS te Se ~ ue wee ene Pal sarace sopres aoe ot Avo cress ' 25 3 > McFarlane v Daniell [1938] SR (NSW) 337 Thomas Brown & Sons Ltd v Fazal Deen (1962) 108 CLR 391 Carney v Herbert (1984) 57 ALR 691 KALBARA MINING NL V_ROCKLAND PTY LID, DENIS WILLIAM O'MEARA, and KEITH FOX NO. WAG 95 OF 1934 FRENCH J. 1 July 1987 Perth were eee ne ican are sop ee woe a oe —? IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION BETWEEN: Note: No. WAG 95 of 1984 KALBARA MINING NL Applicant and ROCKLAND PTY LTD First Respondent and DENIS WILLIAM O'MEARA Second Respondent Order 36 of the Federal Court Rules. and KEITH POX Thixd Respondent JUDGE MAKING ORDER: FRENCH J. DATE OF ORDER: 1 July 1987 WHERE MADE: Perth THE COURT ORDERS THAT: 1. The applicant's motion dated 16 April 1987 is dismissed. 2. The applicant pay the respondents' costs of the motion. Settlement and entry of orders 1s dealt with in atm ae us aware oo popes ee Pe ee ee IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION ee ee ee NO. WAG 95 of 1984 BETWE E§ N: KALBARA MINING NL Applicant and ROCKLAND PTY LTD First Respondent and DENIS WILLIAM O'MEARA Second Respondent and KEITH FOX Third Respondent CORAM: FRENCH J. 1 July 1987 REASONS FOR JUDGMENT This case arises out of an agreement for the sale of interests in mining tenements, options and applications for tenements, in the Pilbara region of Western Australia. The agreement, which was in writing, is dated 17 June 1983 and is between Rockland Pty Ltd, the first respondent, as vendor and Kalbara Mining NL, the applicant, as purchaser. Kalbara claims that it was induced to enter the agreement by the respondents' representations made orally and in written reports on matters affecting the value of the tenements in question. eee 4. 2. The representations are said to have been false or misleading and deceptive. The making of the representations on the part of Rockland is alleged to have constituted conduct in trade or commerce that was misleading or deceptive or likely to mislead or deceive. O'Meara, a director of Rockland, who 1s named as second respondent, is said to have been involved in that company's contravention of s.52 pursuant to s.75B of the Trade Practices Act. Fox, the third respondent, a consultant geologist, is joined in the action on the basis that he issued certain of the _wxitten reports containing some of the representations complained of. *"""Gauses of action in negligence and contract (including collateral contract) have also been pleaded. Kalbara contends that the sale agreement is bad for ~—-untertainty and that the tenements having expired or _ the aAbpLications having been refused, the consideration for the a a agreement has failed. pun ph aeiorype ace a hese sae ee ee oer so Ye : qo eee mo, oer 3. Rockland has cross-claimed and in the cross-claim seeks orders for specific performance and damages at common law and equity. Kalbara moves the Court for an order dismissing the cross-claim in relation to the claim for specific performance. The agreement contemplates the sale of a 50% interest in various tenements and the formation of a joint venture agreement fox their exploration. Kalbara contends that the two elements of the agreement, that is to say, the tenement purchase and the joint venture aspects, are inseparable. Given, it says, that delivery of title to the tenements cannot now be effected, the joint venture cannot be pursued and specific performance cannot be granted to enforce part of the contract. In considering these submissions it is necessary to turn to the terms of the agreement and other evidence relating to its performance. Se ee ee at more -ne 4. Terms of the Agreement The agreement was made between Kalbara and Rockland. It was dated 17 June 1983, a date which, as appears below, gives rise to difficulties when viewed against 1ts terms. The opening recitals asserted that Rockland, a prospector, had an option to acquire certain mining tenements, was the registered holder of others and had pegged and applied for registration of a third group. All were listed in a three part schedule. The agreement recited that Kalbara wished to acquire a 50% interest in the tenements together with an option to acquire a further 25% interest and on the acquisition of the 50% interest to enter into a joint venture agreement with Rockland for the purpose of further exploration and development. The operative part provided in clause 2 that:- ",.eROCKLAND hereby sells and KALBARA purchases ALL THAT a 50 percent interest in the subject Mining Tenements on the terms and conditions hereinafter contained." Clause 3 provided fox payment of the purchase price as follows:- oI: Sr gq errno a a Le 5. "3.0 PURCHASE PRICE AND MANNER OF PAYMENT: As and by way of the consideration for the purchase mentioned in Clause 2.0 above KALBARA shall pay to ROCKLAND the sum of $250,000.00 by: (a) the sum of $50,000.00 on the 4th February, 1983 the receipt of which ROCKLAND hereby acknowledges; (b) the sum of $50,000.00 on or before the 28th February, 1983; (c) the sum of $150,000.00 on or before the 15th March, 1983. IN ADDITION to the aforesaid consideration KALBARA shall on or before the 18th March, 1983 allot to ROCKLAND two million fully paid ordinary twenty cent shares in KALBARA as Vendor shares and deliver the Certificate therefore to a bank nominated by ROCKLAND to be held pursuant to A.A.S.E. Listing Requirements 3M(1)(b) on behalf of ROCKLAND PROVIDED THAT KALBARA at its election may make a further cash payment of $200,000.00 to ROCKLAND on ox before the 18th March, 1983 in lieu of the allotment of the abovementioned shares." Clause 4 required Rockland to deliver to Kalbara's solicitors transfers of a one half interest in the mining tenements "and all documents of title thereto (if any) and other documents reasonably required by KALBARA which are necessary to vest the one undivided half share in the Mining Tenements...." The transfers and othex documents were to be held in escrow by Kalbara''s solicitors pending payment of the sum of $150,000 and allotment of 2,000,000 shares or payment of $200,000 in lieu. In respect of pegged tenements not registered or granted, Rockland was to assign a half interest and, on registration of the tenements, to deliver executed transfers of 50 per cent interests in each of them. of ee re oe a ee nd , rata tetraacetic dll ienlia i des tal teamed stellen! lad" coche iene! ity t " : tine Wenememtars La eee es aya 7 wv ae pe en or 6. Rockland gave covenants as to the subsistence of the option agreements, the continued good standing of the registered Mining tenements as at the date of the agreement and the absence of encumbrances and pending litigation affecting them (clause 5). Clause 6 under the heading "JOINT VENTURE AGREEMENT" provided that after payment of the whole purchase price, Kalbara and Rockland would enter into a joint venture for the purpose of exploring and developing the tenements. The joint venture was to be carried out in accordance with an agreement to be prepared by Kalbara's solicitors in conjunction with Rockliand's solicitors:- "...S0 as to reflect the terms of this agreement and other provisions considered by the parties as reasonbly (sic) applicable including normal provisions covering the items listed in the Second Schedule hereto." The Second Schedule listed some 35 subject matter headings. Kalbara was to be the operator under the joint venture agreement but where practicable was to sub-contract exploration, prospecting and development work to Rockland (clause 6.01) Clause 6.02 provided:- see 7. "All decisions relating to Joint Venture matters shall unless otherwise herein agreed be decided unanimously, but so long as KALBARA is the only party contributing funds to the exploration program for the Joint Venture it shall have sole overall control of the Joint Venture exploration program, subject to reasonable and bona fide consultation with ROCKLAND." In clause 6.03 various terms to be included in the Joint Venture Agreement were set out. Thus Kalbara was to be able to acquire a further 25% of the tenements by contributing $400,000 to exploration expenditure under the joint venture in the two years commencing 18 March 1983. No contribution was required in this respect from Rockland. (6.03(0)). After the expiry of that time, or upon the making of the contribution, the two companies could continue exploring and developing the tenements "in the respective propoxtions that they then or from time to time thereafter may own in the Mining Tenements". (6.03(c)). For each additional $50,000 contributed to the agreed joint venture programme solely by Kalbaxra, that company would earn a further 1% interest in the tenements up to a maximum of 98%, leaving Rockland with a free carried interest of 2% (6.03(e) and (£)). me Sete gfe RG TN ee ree Re ee 8. Rockland retained a right on 90 days notice up to 17 March 1984 to extinguish Kalbara's right to earn the further iunterest over 50% in the tenements. However, in the event that 1t gave such notice, Rockland was to relmburse Kalbara for any expenditure under the $400,000 programme and allot to 1t 1 million vendot shares in a new public company called "Kalbara Gold NL" or at the option of Rockland pay a further sum of $100,000 (6.03{g)). If either party to the agreement were to receive an offer to purchase all or part of its interests in the tenements, then the other party would have a first right of refusal to acquire that interest on like terms (clause 7). Under clause 8 Kalbara was to be responsible for the maintenance of the tenements which would include the payment of all outgoings and security of the title to the tenements. It was also to be responsible for all sums payable under the option agreement for their extension and exercise, and all purchase, interest and othex moneys payable under them. The Date of the Agreement The copy of the agreement in evidence is dated 17 June 1983. In the re-amended statement of claim, it is pleaded at nay Dr Ser teat dics Caine Noa wiper mca one wor ame rt tn lw = parte ee _— ran ws para.19 that Kalbara was induced by the respondents' representations to enter the agreement on or about that date. The amended defence admits the written agreement pleaded and the cross-claim at para.22 pleads "...the written agreement pleaded in paragraph 19 of the amended Re-Amended Statement of Claim....". It therefore appears to be common ground on the pleadings that the agreement was made on or about 17 June 1983. This date of formation however conflicts with the terms of the agreement itself which provide for payments to be made in February and March 1983. Furthermore, as will be seen below, the alleged failure of the applicant on ox before 18 March 1983 to make an election, available undex clause 3, for the payment of cash rather than the allotment of shares, is central to the respondents' cross-claim. Performance of the Agreement It is common ground on the pleadings that Kalbara paid Rockland $250,000 as required under clause 3. The date of the payment or payments and their breakup 1f more than one, does not appear from the evidence. a were er, a Ee Se ~ - e- th nr tony 7 op ee pessoas ao ~s 10. On 20 June 1983 Kalbara by i1ts secretary, Mr Cassan, wrote to Mr E.L. Bolto a director of Rockland and a partner in the firm of solicitors acting for that company, asking that the tenement transfers "be attended to as a matter of urgency". By a letter dated 1 July 1983 Mr Bolto sent to Kalbara transfers executed by Rockland in relation to 50/100ths of all tenements mentioned in the First Schedule inclusive of those designated as "subject to option agreements" and those said to be pegged but not registered. Not included were transfers of Boodalyerrie gold mining leases, said to be subject to an option agreement between Rockland and one Thomas Stream, dated October 1981. As to these leases Mr O'Meara said in an affidavit sworn on 9 June 1987, that the Boodalyerrie gold mining leases were ""cefused" by the Mines Department on the 24 November 1982 for alleged non payment of rentals. The refusal, he said, was made in error, a fact which the Mines Department acknowledged, because the First Respondent had paid the rental in September 1982. The term "refusal" evidently refers to refusal of applications for registration of the tenements. Mr O'Meara went on to say that in November 1982 Rockland had granted Kalbara an option in respect of the tenements. That had expired on 31 January 1983 without being exercised. ae rn en Ree ater tt ee ee ree, ll. On 14 February 1983 Kalbara had applied for a mining lease in the area covered by the subject gold mining leases. Mx Beal from Kalbara, told Mr O'Meara that' the application had been made to secure the tenements. According to Mr O'Meara, Mk Beal knew at the time that there were difficulties with the Mines Department. Beal had never suggested, so it was said, that the applicant had applied for the mineral lease for 1ts own benefit. Mx O'Meara also dealt with Mx Russell Smith from Kalbara on the basis, he said, that the area covered by the mining lease for which Kalbara had applied, and formerly covered by the Boodalyerrie gold mining lease applications, would form part of the contemplated joint venture. As appears from the affidavit of Michael Harry Lewis, a search of the tenements at the Mines Department in Western Australia showed that all expired in 1984 and 1985 save for an application in respect of the mineral claim at Gorge Creek, which was refused in November 1983, and the applications for the Boodalyerrie gold mining leases, which were refused in November 1982. 4D a . od este yee ne emp ie Tee a e a eo en res a oo ee reed +? 12. Mr O'Meara in his affidavit said that Kalbara did not at any time require delivery of the title documents to any of the tenements. Rockland however, had certificates of title in its possession and was in a position to deliver them up until the expiry of the tenements on the dates referred to in the affidavit of Lewis. It was said not to be unusual in a transaction such as this, that the purchaser would not require the delivery of the certificates of title. In August 1983 Kalbara tendered an amount of $200,000 to Rockland by way of payment of the balance of the purchase price due under clause 3 of the agreement and in lieu of the allotment of shares fox which that clause also provided. Rockland returned the cheque maintaining its entitlement to an allotment of shares. Rockland's Cross-Claim Rockland contends, as appears from its cross-claim at para. 25, that:- "The applicant did not elect at any time prior to the 18th March 1983 to pay cash and therefore was bound to make the allotment pleaded in sub-paragraph 23(d) of this counterclaim." - wee me ~ . Se ee Se a ee be ~ . - - nee ueree co. ey te Re eae ry nn oe co a 13. It further pleads that it has performed, and is ready, able and willing to perform, all of its obligations under the agreement. In para.29 of the cross-claim it is alleged that if the shares had been alloted on or before 18 March 1983 they would have been worth $900,000. As at the date of the cross-claim, which was filed 15 November 1985, they were said to be worth $260,000. Rockland therefore claims as against Kalbara, the following relief:- "(a) An ordex that the applicant specifically perform the said contract by alloting to the first respondent 2,000,000 fully paid ordinary 20cent shares in the applicant. (b) Damages in addition to the specific performance herein sought being the difference in value between the shares had they been alloted on the 18th March 1983 and the present value of the said shares. (c) Alternatively damages. (d) Such further or other relief as to the court shall seem fit." In its defence to the cross-claim Kalbara alleges that it signed the sale agreement and sent it to Rockland on or about 17 March 1983 (paxa.2(b)). Rockland later returned the agreement executed but with alterations which had not been accepted by Kalbara (para.2(d)). Salen etainia alinelyatatan acinar dencaieenreiasaiimena Taam re emo or aloe een ahet de haemeniaer tie ial see ee 14. The agreement was not finally executed until 17 June 1983 (para.2(e)). Kalbara pleads an implied term as follows:- "2(f)it was accordingly a texm necessarily implied in the sale agreement, in order to afford the applicant the benefit of the election referred to therein that the applicant would be entitled to make its election within a reasonable time." And alternatively:- "(g) alternatively, upon a proper construction of the sale agreement, the applicant was entitled to a reasonable time to make its election." Kalbara contends that 1t was not bound to make its election to pay cash before 18 March 1983 and says it elected to do so within a reasonable time of 17 June by tendering cash in August 1983. It also denied that Rockland was ready, able and willing to perform its obligations, alleging that the tenements the subject of the agreement, had either expired ox applications in respect of them been refused. The factual allegation in that respect is borne out by the affidavit of Michael Harry Lewis to which reference has already been made. ee etait tod wee ote ~ + wee ne ea ee re eet 7 por ey ws wer Nn ere ay ere ee cee 15. 4 The Applicant's Motion i The applicant has moved under 0.20 x.2 of the Federal a Court Rules which provides:- "2(1) Where in any proceeding it appears to the Court that in relation to the proceeding generally or in relation to any claim for relief in the proceeding - (a) no reasonable cause of action 1s disclosed; F (b) the proceeding is frivolous or vexatious; or a (c) the proceeding is an abuse of the process of the D Court, Ye the Court may order that the proceeding be stayed or i dismissed generally or in relation to any claim fox i relief in the proceeding. r (2) The Court may receive evidence on the hearing of : an application for an order under sub-rule (1)." - In accordance with well established principle, the power of the Court under this rule is to be exercised sparingly - General Steel Industries Inc. v Commissioner for Railways (NSW) t (1964) 112 CLR 125 at 129; Dey v Victorian Railways Commissioners yo (1949) 78 CLR 62. The submissions put for Kalbara in support of its motion reduce to the following propositions:- if ft t ' l. The tenements having expired ox applications for i them having been refused, the joint venture t contemplated by the agreement was no _ longer he possible. 1 l F L . eee : : -. Tore td ae Meee et pee Lee te tg ee Lt es Fp eth el : i: = ; 16. 2. The agreement being indivisible specific performance would not be ordered for a part only of the agreement. 3. Therefore specific performance could not be ordered in respect of the obligation to allot shares under clause 3 of the agreement. Kalbara makes no suggestion that the expiry of the tenements and the refusal of applications in respect of the Boodalyerrie gold mining leases were attributable to any default or breach of contract by Rockland. Indeed counsel for Kalbara conceded that the tenements expired because Kalbara failed to pay cextain moneys to the Crown in relation to them. On the other hand, 1t was submitted that if Rockland had paid the requisite amounts, it could have kept any right it has to specific performance alive. It is now necessary to refer to the relevant legal principles. Partial Enforcement of Contract It is well settled that in the case of an indivisible contract, a court will not compel specific performance of part of the contract where it cannot compel specific performance of the whole - Ogden v Fossick (1862) 4 De.G.F. & J. 447, Ryan v Mutual Tontine Westminster Chambers Association (1893) 1 Ch.116 at 125, — ee} J.C. Williamson Ltd v Lukey & Mulholland (1931) 45 CLR 282 at 294, me rn re ee woe eer me Focele healt tal Ce eee 17. 297, Ashburner's Principles of Equity 2nd Edition p.389, Meagher, Gummow & Lehane - Equity Doctrines and Remedies 2nd Edition para.2026. It is also well established that where a contract is divisible into parts which are in substance separate contracts, specific performance may be ordered for some even though other parts are not specifically enforceable ~ Wilkinson v Clements (1872] LR 8 Ch. App.96 at 110, Odessa Tramways Co. v Mendel (1878) 8 Ch.D.235 at 244, Lewther v Heaver (1889) 41 Ch.D. 248 at 265, Ryan v Mutual Tontine Westminster Chambers Association (supra) at 127, Snell's Principles of Equity 28th Edition p.579, Meagher, Gummow & Lehane - Equity - Doctrines and Remedies 2nd Edition para.2026. This leads to the question whether the provisions of the sale agreement relating to the joint venture are severable from those relating to the acquisition of and payment for the tenements. The question whether a provision of a contract is severable from other provisions often arises in connection with an attack on some part of the contract for uncertainty or illegality. It may even arise in connection with the frustration of part of a contract - Bremer Vulkan Schiffbrau Und Machinenfabrik v South India Shipping Corporation Ltd [1981] AC 909 at 980 and see Lindgren Carter & Harland ~ Contract Law in Australia para.2060. oe 18. I assume that for present purposes the enquiry as to severability can proceed, in the context of specific enforceability, in broadly the same way that 1t would in relation to uncertainty, illegality ox frustration. In McFarlane v Daniell [1938] SR (NSW) 337, the New South Wales Court of Appeal considered a claim by an actor for mon1res due under a contract of employment. The contract contained clauses held to be void as being un unreasonable restraint of trade. These severable clauses did not prevent recovery by the plaintiff. At 345 Jordan CJ, with whom Davidson and Owen JJ agreed, said:- "When valid promises supported by legal consideration are associated with, but separate in form from, invalid promises, the test of whether they are severable is whether they are in substance so connected with the others as to form an indivisible whole which cannot be taken to pieces without altering its nature: Horwood v Millar's Timber & Trading Co. Ltd [(1917) 1 KB 305 at 315]. If the elimination of the invalid promises changes the extent only but not the kind of contract, the valid promises are severable: Putsman v Taylor [(1927) 1 KB 637 at 640-1]. If substantial promises were all illegal or void, merely ancillary promises would be inseverable." This test was approved by the High Couxt in Thomas Brown & Sons Ltd v Fazal Deen (1962) 108 CLR 391 at 411 and by the Privy Council in Carney v Hexbert (1984) 57 ALR 691 at 696. eo erp ee ee et goers se pes at ate ate 19, The test, having been stated, is not necessarily easy of application in the particular case. Let it be assumed for the sake of argument, that the propounded indivisibility of the purchase and joint venture components of the sale agreement has the consequences contended for by Kalbara in relation to the availability of specific performance. The question arises whether the characterisation of the agreement as indivisible is so clear that it will support summaxy disposition. There is, I think, much to be said for the view that the joint venture element of the agreement is inseverable. The mere acquisition of a half interest in the tenements without some provision for access to and development of them, seems a rather empty exercise. No doubt there are other ways of dealing with the question of exploration and development, than by joint venture. Nor would it be necessary, to give practical effect to the enjoyment by Kalbara of its newly acquired interests, that the joint venture provide for the acquisition of a greater interest. In spite of those considerations, it is, I think, more probably correct to characterise the agreement as indivisible. 20. That characterisation rests upon a narrow constructional view divorced from the factual matr2x 1n which the agreement was formed. In any event, in my opinion, the matter may not be resolved with the question of divisibility. Rockland says 1t has done all that it was required to do in relation to the provision of the title to the tenements. Fr If it be the case that the expiry of the tenements was attributable to Kalbara's lack of interest in maintaining them, then it has taken a couxse which may have been open to it under the agreement, but which deprived the joint venture of any subject matter. In that event, the non-severability of the joint venture component of the agreement may be of little account, the only remaining "live" obligation under the agreement being payment to Rockland of the balance of the purchase price. This question has really not been addressed by the parties, nor has the problem confronting Rockland by reason of the discrepancy between the date of formation of the agreement and the dates specified in clause 3 for payment of the various elements of the purchase price. wee bs eee eee Ines aeT rere erin vet k £ oe eee > Be tt me op ae ae wen peewee 21. In that regard I gave the parties an opportunity to make t short written submissions. Rockland did so contending that 1n cognate proceedings ' in the Supreme Court, it 1S Kalbara's case that the sale agreement ' : was made on or about 4 February 1983. The proper analysis, it is said, is that the sale ' agreement was oral and later reduced to writing. It 1S conceded that the pleadings will require amendment in that regard. Kalbara on the other hand, submits that it supports the 7 allegations made in paras. 2 and 3 of its defence to the cross-claim and says that nothing turns on the date question as prcwer es there 1s no alternative claim brought by Rockland for payment of money rather than allotment of shares said to be due under the " ' agreement. Having regard to those submissions, I will for the purposes of the present motion make no finding adverse to Rockland in relation to the date of formation of the agreement. Teen ren ip eras ee oe In ail the circumstances, I am of the opinion that on the basis advanced in its argument, Kalbara has not shown that the claim for specific performance must fail. Therefore the motion will be dismissed. ou - we . oe tose a es er a nat ae - 1 I certify that the preceding twenty one (21) pages are a true copy herein of the Reasons for Judgment of His Honour Mr Justice French. Associate: Soe boo VO vec Date :f2) . 37 Counsel: «for the Applicant : Mr R. Pringle with Mr S. Ellis instructed by Freehill Hollingdale & Page - for the Respondents : Mr R. Anderson with Mr C. Raymond instructed by Mallesons Stephen Jaques Date of Heaxing: 26 June 1987 Date of Judgment: 1 July 1987 . 0 toe Se . « ~~ 3 ay CS - a SN ees Serre ee ee ~ ~ ary Suter cielitenar areata ° ' —- oa rotons re,