ae JUDGMENT No. Ihe PBB IN THE FEDERAL COURT OF AUSTRALTA ) ) QURENSLAND DISTRICT REGISTRY ) QLD. G83 of 1987 ) GENERAL DIVISTON ) BETWEEN : TAN DAVID CONGRAM, JANITA RUTH WATLING, NORMAN CONGRAM, and SHIRLEY JOYCE CONGRAM Applicants AND: ROCHDALE PTY. LED. First Respondent MICHAEL GOLDSMITH Second Respondent SPENDER J. fs Await tH Sipe tics it~ AO L9NG3 WVUAGES BRISBANE i ocr ing ie a wots dee wed me 17 MARCH 1988. = © GANSIIe Noo 7 \ ~ REASONS FOR JUDGMENT Ns This application involves the sale of a franchise for a gourmet sausage business. The original business was established by the first respondent, Rochdale Pty.Ltd., in premises at 153 Scarborough Street, Southport, it having converted an existing run down butcher shop into a combined butcher and sausage specialist shop. 2. The business, which traded under the name "The Sausage Specialist", was a business of gourmet sausage manufacturing, wholesaling and retailing. The directors of the first respondent at the relevant time were Mr. Goldsmith and Mr. Dufty. Mr. Dufty was primarily involved in the sausage making and butchering side of the business, while Mr. Goldsmith, the second respondent in these proceedings, was responsible for the managerial, promoting and advertising side of the business. Mr. Goldsmith established the "Sausage Specialist" along Similar lines to a scheme operating in Adelaide and Sydney. He was granted exclusive rights to the recipes in Queensland. Rochdale Pty.Ltd. was incorporated in August 1984. The business known as the "Sausage Specialist" was conducted at Southport from June or early July 1984 until late 1984. With a view to franchising the operation, an advertisement was inserted in the "Courier~Mail" on 22 August 1984 in the following terms:- "THE SAUSAGE SPECIALIST SPECIAILITY (sic) SHOP/EXCLUSIVE DISTRIBUTORSHIP In line with our expansion into Queensland we are now seeking to establish 2 only manufacturing/retail outlets in the Brisbane area. WE OFFER full training in production methods and formulas - professional advice in relation to D.P.It. requirements including site selection and administration. Supply of all ingredients, stationery, shop equipment, uniforms, display materials and signage etc. etc. Plus initial and ongoing participation in group advertising, 3. product launch and promotion. This is a proven business fully secured by contract and will nett in excess of $2000 per week to a hard working ambitious couple or partnership. Capital requirement is in the region of $40-$45,000 a proportion of which my he offset by lease — some finance is available to suitable applicants. Please telephone Mike Goldsmith (075) 32 2435 bus hrs. (075) 57 2923 a/hrs."" The aim of franchising the business was to set up a network of outlets throughout the State, based on a similar model to that operating in South Australia. Mr. Congram, an applicant in these proceedings, responded to this advertisement, and met Mr. Goldsmith on the Gold Coast on 27 August 1984, where the parties discussed the prospect of Mr. Congram establishing a specialist shop of his own based along the same lines as the business at that time conducted by the first respondent at Southport. At that meeting, the figures for such a franchise business were discussed and a letter was sent the following day by Mr. Goldsmith, giving examples of anticipated trading results. The full text of the letter is as follows:- "As per our recent discussion I have outlined two examples of anticipated trading results for you: (A) INTERSTATE SHOP Turnover = $16,000.00 P.W. 0' Heads 31,800.00 Wages 200.00 Rent 20.00 Power & Telephone 35.00 Insurance etc. 50.00 Dep. on equip (Approx. ) 25.00 Repairs, Maint., Printing etc. 150.00 Advertising 4,850.00 Cost of raw ingredients : 4. $7,130.00 TOTAL = NETL $8,870.00 P.W. (B) LOCAL SHOP Turnover = $4,700.00 P.W. 0'Heads = $750.00 Wages 120.00 Rent 20.00 Power & Telephone 20.00 Insurance 50.00 Dep on equip 25.00 Repairs, Maint., Printing etc. 100.00 Advertising 1,400.00 Cost of ingredients etc. $2,485.00 TOTAL = NETT $2,215.00 P.W. As you can appreciate these examples are from each "end of the scale". However, you may adjust the figures for wages etc. to your own particular operation. Please do not hesitate to contact me should you require further information." Mr. Ian Congram visited the shop premises at 153 Scarborough Street, Southport, on 9 September 1984, accompanied by his father, Mr. Norman Congram. Further discussions took place concerning the applicants establishing a similar business to that conducted and, ultimately, the applicants entered into a franchise agreement with the first respondent on 5 October 1984 for consideration of $25,000. On the same day, they entered into a partnership agreement amongst themselves. By virtue of the franchise agreement, the applicants became sole distributors operating under the trade name "The Sausage Specialist" in a designated area. Pursuant to the agreement, the respondent company 5. undertook to advise on the selection of a site for the business and appropriate shop fittings, and to provide training to the distributor and his staff for an initial period of not less than 10 days and then as necessary from time to time., In respect of advertising, the company agreed in the franchise agreement to "(a)dvertise on a large scale for a period of one month in such newspapers, magazines, radio, television, directories, pamphlets or other media as it may consider appropriate devoting to such purpose a sum of not less than THREE THOUSAND DOLLARS ($3000.00), such advertising to commence not later than two(2) weeks after the commencement of business. The applicants then acquired a run down butcher shop at Paddington, Brisbane, the agreement for the sale of the business being entered into on 11 October 1984. The applicants also signed a deed of assignment of the lease of the shop premises at Paddington on 10 November 1984. When the franchise agreement was entered into, the applicants were provided with a manual for the conduct of the distributorship. The Marketing and Distribution Method Manual provided, amongst other things, a recommended retail/wholesale price list. The applicants commenced operating the business at Paddington in approximately November 1984. The applicants claim that despite the hours of work that were put into the business and advertising undertaken by themselves locally, it became w 6. apparent that the margins and turnovers previously discussed for the business were not achievable. . The misrepresentations pleaded by the applicants to which evidence was addressed at the hearing are as follows:~ 1. That the turnover of the first respondent's butcher shop in Southport was about $5,000.00 per week. 2. That the business was really booming. 3. That at the top of the scale an interstate shop would provide net profit of $8,870.00 per week. 4. That at the bottom end of the scale a local shop would provide a net profit of $2,215.00 per week and a turnover of $4,700.00 per week. 5. In the said letter [of 28 August 1984], that the mark up on the cost of ingredients achievable by way of sales was 235% Other representations originally pleaded, such as representations regarding the first respondent having the exclusive right to use certain sausage recipes and that a plan was in operation to provide 14 exclusive territories within Queensland for sale of sausages made to such recipes, were not pursued at the hearing of this matter. The first respondent has taken no part in these proceedings. The second respondent was at all material times the director and manager of the first respondent. As against the second respondent, it is pleaded that at all material times the second respondent for himself and for the first respondent was aware of the falsity of the statements referred to or, alternatively, made the same recklessly, not caring whether they 7. were true or false. Tt is also pleaded that the second respondent procured or, alternatively, was directly or indirectly knowingly concerned in or party to the contraventions by Rochdale Pty.Ltd. of the Trade Practices Act 1975. Mr. Ian Congram gave evidence that he discussed the existing business at Southport with Mr. Goldsmith. He said that he was told "that the takings that they were taking was in the vicinity of $5,000.00" per week and that "business was booming". He also says that they discussed an advertising and promotions campaign, and Mr. Goldsmith's plans to franchise the business throughout Queensland. Mr. Congram was at the time employed as a research officer with the Livestock and Meat Board. He is now the manager of a butcher shop which trades as the "Paddo Butcher". Mr. Congram says that he took the second lot of figures in the letter of 28 August 1984, referred to as the anticipated trading results of a local shop, as referring to the shop at Southport, i.e. the $4,700.00 turnover as being the average of $5,000.00 per week earlier mentioned by Mr. Goldsmith. In late September 1984, Mr. Congram prepared a document called "Financial Structure and Profit Projections for the Sausage Specialist" to be established at 10 Collingwood Street, Paddington. He states that he prepared the projections based on the figures provided by Mr. Goldsmith, in particular, the letter of 28 August 1984. However, he says that, although he believed and relied on those figures, he treated them conservatively by 8. reducing considerably the mark-up and gross sales. This is the explanation he advances in respect of the following passages in the document:- "Sausages are intended to be the major part of the business and it is confidently anticipated that sales in excess of $2500 will be achieved in a short period of time. Rochedale Pty.Ltd. claim to hbase their retail sausage prices on a mark up of 235%. A mark up of only 185% has been used here." Factors that Mr. Congram pointed to as having a significant bearing on the failure of the business were the lack of training and advertising and promotion which were to be provided by Rochdale Pty.Ltd. pursuant to the franchise agreement. Under the initial agreement, $3,000.00 worth of advertising was to be provided. Ultimately, the first respondent gave the applicants a refund in respect of the shortfall. It appears that little or no training was provided to the applicants in either the sausage making side of the business or the Management of the shop. Due to the lack of training, it was decided that, Mrs. Janita Keating (nee Watling), an applicant in these proceedings and who was concerned with the day to day operations of the Paddington shop, would do a night course in Sausage and smallgoods making at a T.A.F.E. college. In an attempt to improve the profitability of the business, the applicants acquired for themselves the recipes for the sausages, obviating the need to purchase spices from the franchisor. 9. When questioned on how he thought the business was going in the first few months after it started, Mr. Congram stated that "it was very stagnant, and on the overall profitability it was covering general operating expenses but it was not covering any overhead costs or - any of the capital costs of setting up the business." Mr. Congram claims that the turnover achieved never averaged $5,000.00 per week and that the highest sale was $3,000.00 in one week. Counsel for the respondent in cross—examination referred Mr. Congram to correspondence with Mr. Goldsmith and Mr. Goldsmith's solicitors in April 1985, which appear to show no dissatisfaction with the business on the part of the applicants. The following passages are extracts of these letters:- "We had an excellent week in the shop breaking our sales records in only four days of trading." "Thirdly, our business is proving to be quite successful and I would like to start and subdivide and sell off part of our territory." Mr. Norman Congram and Mrs. Shirley Congram, the parents of Mr. Ian Congram, are also applicants in these proceedings. They invested capital in the venture and became partners in the business. They acknowledged that Ian was the driving force behind the business venture and that their role initially was one of providing financial support for their son. However, when it became apparent that the business was not trading successfully, they assumed a more active role, working voluntarily in the business. Although Mr. Congram Snr. had some contact with Mr. 10. Goldsmith, Mr. & Mrs. Congram essentially relied on their son, Ian, in terms of gauging the profitability of the business and the viability of the franchise. Mrs. Keating had met Mr. Goldsmith and visited the shop but says in her evidence that no specific statement was made to her with respect to the turnover or profitability of the business by Mr. Goldsmith. However, she says that general discussions took place in a meeting with Mr. Goldsmith to the effect that there was a high turnover and it was a good business. Further, she says that she believed what Mr. Goldsmith said with respect to the achievable profit margin as communicated to her through Mr. Ian Congram. Mrs. Keating was employed full time in the business from October 1984 until December 1985, when the partnership was dissolved, effective as from March 1986. Mrs. Keating had the responsibility of the day to day running of the shop at Paddington, including the making of sausages, serving in the shop, handling of accounts and some promotion and advertising, although she admits that such promotions were only on a small scale and essentially local in character, as she could not afford the time away from the business. A butcher was also employed full time to take care of the meat sales of the business. Mrs. Keating says that the shop never achieved the turnovers of the order referred to as the local shop in the letter of 28 August 1984. She says that the basis of the trading was in meat, with sales of gourmet sausages constituting only approximately 20%. 11. Mrs. Keating gave four reasons why she thought that they were unable to achieve the turnover suggested. First, that she did not understand the product; secondly, that she had no training for promotion of the product and for running the business generally; thirdly, that they ran into competition from the master butchers; and finally, the high price they had to pay for the spices from the franchisor, Rochdale Pty.Ltd., and later a Mr. Graham. Mrs. Keating acknowledges that they were working initially with a mark-up of 185% and a turnover of $2,500.00, but with a view to increasing this to 235% and $5,000.00 respectively. Mr. M.R. Kember also acquired a franchise from Rochdale Pty.Ltd... In his evidence he stated that he was told the turnover achieved at the Southport shop was approximately $5,000.00 per week. He subsequently acquired a shop at Burleigh Heads and traded there pursuant to the franchise. However, he says that the turnover achieved on the sale of sausages was only approximately $1,300.00 per week. He states that he could not achieve the figures he claimed were represented by Mr. Goldsmith because the product, gourmet sausages, could not be sold in that quantity. Mr. R.J. Graham acquired the shop at 153 Scarborough Street, Southport, from Rochdale Pty.Ltd. in late 1984. He says that in the first five weeks after he took over the business, the maximum turnover achieved was $2,500.00 and a range of mark-up of approximately 150%-180%. When asked by counsel for the applicants the reason why he thought his figures had dropped from 12. those apparently being achicved earlier according to Mr. Goldsmith, he stated:~ . : "Z do not think my figures did drop from his; I do not think the figures were ever there." In his opinion there was not a sufficient market for the gourmet sausages, as the product was too expensive. The purchase of the business from Rochdale Pty.Ltd. also included servicing the franchise agreements in respect of the shops at Paddington and Burleigh Heads. Mr. Goldsmith denied in his evidence that he ever represented to the applicants that the business at Southport was making $5,000.00 per week. He claims that the account books of the business accurately recorded the takings of the business, and that he represented the takings to be as per the books. The figures achieved in the few months that the business was operated by the first respondent are somewhat unclear, given that it appears that two sets of books were maintained with a view to defrauding the revenue. However, the book which is claimed to be the one accurately representing the trading figures, shows a range of trading both wholesale and retail for sausages and meat at between $3,000.00-$4,000.00 per week. Considering the representation as to the takings of the business, Mr. Goldsmith admitted in his evidence that, if he had said the business was making $5,000.00 per week, that would have been wrong. Similarly, the suggestion that the turnover 13. fluctuated between $3,800.00 and $5,300.00 would also not be supported by the figures in the takings book. Mr. Goldsmith himself, in response to a question I posed stated:- "It would not be correct to say that the business {Southport shop] will nett $2,000 a week - probably not, your Honour, no." In respect of the figures contained in the letter of 28 August 1984, Mr. Goldsmith says he based the figures in the first part of the letter in respect of the interstate shop on figures that appeared in an article in Business Review Weekly which had reviewed a sausage specialist shop trading interstate. No complaint of the applicants is directed specifically to the figures as they appear in the first part of the document. In respect of the alleged representation as to the mark up of the business as being 235%, the letter on its face discloses this amount. Mr. Goldsmith says in his evidence that the business was achieving a mark up of 150% at the time and admitted that a mark up of 235% could not be achieved. Q. "... Now, can we take it from what you are now saying that the mark up shown in the letter of 28 August 1984 is incorrect - that those mark ups were not at that time achievable? A. "I am just considering costs of meats and so forth, but I would say - looking at when I costed it out —- no, you probably would not get to those mark ups." Although in his profit projections Mr. Congram used a 14. mark up of only 185%, I accept that he believed and relied on the figures that appeared in the letter but used the lower mark up to be conservative in his estimates. Concerning the alleged misrepresentation that "business was booming", I am not prepared to hold that this, in itself, constituted conduct in contravention of s.52. As to credit, I accept in general the evidence of Mr. Ian Congram. In particular, I am satisfied that the tenor of the conversation he had with Mr. Goldsmith was that the takings of the Southport shop was about $5,000.00 per week. I do not accept the denial of Mr. Goldsmith in this regard, and his evidence was generally unreliable. I am satisfied that the letter of 28 August 1984 was meant by Mr. Goldsmith to represent actual achievable returns, and he simply had no basis for believing that a mark-up of 235% was achievable. I am satisfied that these representations as to turnover and profitability induced Mr. Congram, and through him the other applicants, to enter into the franchise agreement and embark on the Collingwood Road Butchery, as they were intended by Mr. Goldsmith so to do. As a consequence of the representations made, the applicants entered into the franchise agreement, acquired a butcher shop, and took an assignment of the lease of the premises at 10 Collingwood Street, Paddington. The profit projection document prepared by Mr. Congram subsequent to his discussions with Mr. Goldsmith would no .doubt have influenced the other applicants to some extent. However, it is not necessary that, 15. pursuant to s.52, sole reliance be placed on the contravening conduct to the exclusion of all other factors, provided there was substantial reliance on the conduct in question and such reliance was reasonable in all the circumstances. In the present case the applicants were not simply relying on their own estimates and projections but predominantly on statements made by Mr. Goldsmith on behalf of the first respondent. The appropriate measure of damages under s.52 is the difference between the amount by which the price paid exceeds the true value, i.e. how much worse off the applicants are than if they had not purchased the business. Where a party has been misled by conduct in contravention of s.52, he is entitled to recover the losses directly consequential upon that conduct. In Toteff v. Antonas (1952) 87 C.L.R. 647 at 650, Dixon J., as he then was, said:- "In an action of deceit a plaintiff is entitled to recover as damageS a sum representing the prejudice or disadvantage he has suffered in consequence of his altering his position under the inducement of the fraudulent misrepresentations made by the defendant." The High Court considered this passage in Gates v. City Mutual Life Assurance Society Ltd. (1986) 63 A.L.R. 600 at p.607 and stated:-— "As his Honour then pointed out, it is a question of determining how much worse off the plaintiff is as a result of entering into the transaction which 16. the representation induced him to enter than he would have been had the transaction not taken place. This entitles the plaintiff to all the consequential loss directly flowing from his reliance on the representation (Potts v. Miller (1940) 64 C.L.R. 282 at pp.297-8; Doyle v. Olby (Ironmongers) Limited [1969] 2 Q.B. 158), at least if the loss is foreseeable (see Gould v. Vaggelas (1984) 58 A.L.I-R. 560 at p.563).7 In a case such as the present, the consequential losses include not only the loss sustained in running the unprofitable business but also the money expended on the purchase and the cost of borrowing that money, or the loss of its investment. This was the conclusion reached by Fitzgerald J. in Sanrod Pty.Ltd. v. Dainford Ltd. (1984) A.T.P.R.40~464 at p.45,358:-— "...when money is paid in consequence of misleading conduct, the loss suffered by that conduct includes not only the money paid but also the cost ef borrowing that money or the loss from its investment, as the case may be ... Interest awarded as a component of damages in such circumstances is not for loss of the use of the money awarded as damages, but for loss of the use of the money paid over in consequence of the misleading conduct and is directly related to the misleading conduct." It 1s submitted by the respondents that the failure of the business at Collingwood Street, Paddington, was not loss or damage suffered by the applicants as a consequence of the respondents' conduct. The factors outlined by Mrs. Keating in her evidence as contributing to the failure of the business, such as the fact that she did not understand the product and did not receive the training promised, are matters pointed to by the respondents as the real cause of the loss sustained rather than reliance upon the respondents' conduct. The matters mentioned by 17. . Mrs. Keating may have caused problems for the applicants in the running of the business. However, in my opinion, the predominant cause of the loss suffered by the applicants was the applicants' reliance on the representation concerning profitability and turnover by Mr. Goldsmith, which figures he knew to be false. He certainly had no reasonable basis for believing they were true, and they were made with reckless indifference to the truth. With respect to the recovery of any trading losses sustained by the applicants for the period they conducted the business, it is submitted by the respondents that the applicants are disentitled from claiming for the loss suffered as a result of the alleged misleading and deceptive conduct due to the failure on their part to act reasonably to mitigate the loss which they suffered in the business. Even though the business was apparently trading at a loss from a very early stage, it was not unreasonable on the part of the applicants to continue to trade, given that it was a new business and it may have been anticipated that, with time, the business would improve. In Gould v. Vaggelas (1985) 157 C.L.R. 215, Gibbs C.J. said at p.221:- "There may be cases in which the purchaser continues to trade, either because he has no real alternative or because he has not become aware of the nature of the fraud, and in those circumstances incurs losses which are not represented by the difference between the price and value of the business. There is no reason in principle why the defrauded purchaser should not recover damages for all the loss that flowed directly from the fraudulent inducement (unless, possibly, the loss was not foreseeable). tf the purchaser, besides paying more for the business than it was worth, has suffered additional losses which resulted directly from the fraud he ought to be compensated for them. Of course, the Court must be satisfied that the loss did result 18. directly from the fraud and not from some supervening cause such as the folly, error or misfortune of the purchaser himself, and must ensure that no additional compensation is given for losses, when those losses, or the probability of their occurrence, has already been taken into account in determining the value of the business." A further point raised by the respondents is that following the failure of the business at Collingwood Street, Paddington, Mr. Ian Congram subsequently established a business of a similar nature in reasonably close proximity to the original business, which presently trades as the "Paddo Butcher". Therefore, it is submitted by the respondents, some account must be taken of the transfer of goodwill from the original business in the assessment of damages. Mr. Ian Congram's evidence on this point was to the effect that the new business established is a different business to that originally conducted, in that it is a traditional butchery with a large wholesaling business. It is a Class 2 butcher shop. In contrast he says that the applicants were not permitted to sell to delicatessens and supermarkets from the original premises, the premises not being approved for such purposes. Mr. Congram admits that he still uses some of the equipment from the old business in the new premises, has a 'Sausage Specialist' sign displayed outside the shop, and makes sausages in accordance with the original recipes, but that gourmet sausages are only a very small part of the business. Mr. G.A. Stephens, the applicants' accountant, gave evidence that 19. Little goodwill would have existed in the business at Collingwood Street, Paddington, when it was closed, in that there is no residual value of a business which is unprofitable other than the value of stock-in-trade and chattels. The loss or damage alleged in the Statement of Claim is as follows:~ ' {a) Pursuant to the said agreement the applicants received property to the value of approximately $5,000.00 and having paid $25,000.00 thereunder have suffered loss of approximately $20,000.00; (b) Whilst the applicants have engaged in the business which they were induced to enter into as aforesaid they have suffered and have continued to suffer losses as follows:- (i) From the commencement of operations to 30th June 1985 - $36,877.67; (ii) For period lst July 1985 to 30th December 1985 - $8,191.35; (c) Profits and income that the applicants application of capital and time would have achieved, the same being thrown away in the operation of the unprofitable business as aforesaid." It was submitted that the amount of $25,000.00 paid pursuant to the franchise agreement was lost, save for an amount of $5,526.00, being the value of equipment received and an amount of $1,026.00 refunded for part of advertising. Exhibit 26, on the other hand, claims in respect of the franchise fees paid, a loss of $16,350.00. While I am satisfied that there was no goodwill attaching to the business which consistently operated at a loss, there is in fact some residual benefit accruing to the 20. applicants in the new business (which is in my view a significantly different business .from that operated at the Collingwood Street shop) in the form of some customer goodwill but, more importantly, in relation to transferred signs and the use of the recipes in that new business. The quantification of this residual value is intrinsically one of impression. It seems to me that I ought to adopt a robust approach in fixing the loss in respect of the amount paid pursuant to the franchise agreement at $12,000.00. Exhibit 27 details in respect of loss on sale of the butcher shop a net loss of $10,364.00, and IT prefer to act on this figure rather than on the claimed discrepancy of $13,800.00 as submitted by counsel for the applicants. I accept that actual trading losses were incurred as follows:- (a) to 30th June 1985 $18,857.95 (b) 1st July 1985 to 30th December 1985 S$ 8,400.35; (c} 1st January 1986 to 30th June 1986 $ 2,508.30 $29,766.60 Further, it seems to me that I ought allow this figure in full, having regard to the authorities earlier referred to. Notwithstanding that the business operated from the outset at a loss, there were considerations, including the obligations of the lease, which in my view rendered it not unreasonable to trade as the applicants did. "6 21. A claim was made in respect of an amount of $11,700.00, which is said to be the additional wages which could have been earned for the time spent by Mr. Ian Congram in running the business but for which, because of the non-profitability of the business, he was unable to be paid. The claim was based on 78 weeks at $150.00 per week. No detailed record was kept of the hours worked by Mr. Congram and the claim is very much a broad brush one. I have no doubt that he did spend considerable hours attending to the business and was not paid for it, but the details of the claim lack precision. I allow $6,000.00 for this item. I am prepared to allow the economic cost of the loss of investment funds, calculated at 14.5% on the average loan by Mr. Ian Congram between 1 January 1986 to 30 June 1987, in the sum of $3,504.85. I give judgment for the applicants against the respondents in the sum of $61,635.45, with costs to be taxed. I certify that this and the o2O preceding Pages are a true copy of the reasons for judgment herein of His Honour Mr. Justice Spender Go OF ?)- tj222 ~=Associate Dated Zo: 8S nes 22. Counsel for applicants: instructed by: No appearance for Ist respondent t Counsel for 2nd respondent: instructed by: Date of Hearing: Date of Judgment: "Mr. D. B. Fraser D. Wilcox of Daniel J. Creevey Mr. A.J.H. Morris W.J. Dillon of W.R. Scott & Scott 18, 19 June 1988 and 28 July 1988. 17 March 1988