N3176

PAPUA NEW GUINEA
[IN THE NATIONAL COURT OF JUSTICE]

WS. NO. 1063 OF 2003

BETWEEN:

EKI INVESTMENTS LIMITED
Plaintiff

AND:

ERA DORINA LIMITED
First Defendant

AND:

ERA DORINA LIMITED
Cross-Claimant

AND:

EKI INVESTMENTS LIMITED
Cross-Defendant

Waigani: Kandakasi, J.
2006: 12 April
6 December

CAUSES OF ACTION – Cause of action accruing to a company – Company failing to issue proceedings within statutory time limits – Subsequent change of ownership – Change of ownership and management no impediment to defence of statutory time bar – Section 16 Companies Act 1997 and s.16 Frauds and Limitations Act.

COMPANY LAW – Change in shareholders – Company has separate legal personality from its shareholders from the date of incorporation until deregistration – Company has perpetual succession regardless of change in ownership – Change of shareholders no bar to defence of statutory time bar to a cause of action that accrued to a company prior to change of shareholders – Section 16 Companies Act 1997.

PRACTICE & PROCEDURE - Applicant for leave to add a party – All relevant and necessary parties must be included – A party that ought to have been included not included in earlier pleadings – Leave grant join – Order 5 rr. 2, 4 and 8 National Court Rules. 
 
PRACTICE & PROCEDURE – Application for leave to amend pleadings – Court has discretion to allow such amendments as a necessary in the interest of justice – Plaintiff failing to plead with appropriate particulars – Discovery disclosing salient facts forming the basis for a valid defence and possible cross-claim – Leave granted – Having regard to plaintiffs conduct of his pleadings each part to pay their own cost – Order 8 Rule 50 (1) National Court Rules.

Cases Cited:

Papua New Guinean Cases:

Kerry Lerro v. Philip Stagg & 2 Ors (20/04/06) N3950.
Jim Trading v. Bank South Pacific & 7 Ors (03 /11/06) WS 145 of 2003.
Komboro George v. MVIT [1993] PNGLR 477.
HJ Heinz and Hugo Canning Company Ltd v. Foods Pacific Ltd and Other (14/06/99) N1867.
New Guinea Co. Ltd v. Thomason [1975] PNGLR 454.
The Papua Club Inc v. Nusaum Holdings Ltd and Others (16/08/02) N2273.
Michael Kewa & Others v. Elias Mai Kombo (15/10/04) N2688.
Umapi Luna Pakomeyu v James Siai Wamo (12/11/04) N2718.
Odata v. Ambusa Copra Oil Mill and National Provident Fund Board (06/07/01) N2106

Overseas Cases:

Cropper v. Smith [1884] 26 Ch D 700
Salomon v. Salomon & Co. Limited [1897] AC 22.

Counsel:

Mr .G. Geroro, for the Defendant/Applicant. 
Mr. D. Uyasi, for the Plaintiff/Respondent.

6 December, 2006

1.	KANDAKASI J:	 I have two applications by notices of motion before me. The first is by the defendant filed initially on 7 February and subsequently amended by amended notice of motion filed on 31 March 2006. The second application is by the plaintiff per its notice of motion filed on 16 February 2006.

2.	The defendant’s application seeks leave of the Court to file and serve an amended defence and cross-claim pursuant to O. 8 r. 50 (1) of the National Court Rules (the Rules). It also seeks leave of the court to join the National Capital District Water & Sewerage Ltd trading as Eda Ranu ("Eda Ranu") as second cross-defendant to these proceedings pursuant to O. 5 r. 4 (1) and or 8 (1) (b) of the Rules. Further or in the alternative, the defendant seeks to dismiss the plaintiff’s claim or alternatively a strike out of part of the pleadings in the statement of claim that cover the period before 1 August 1997, pursuant to O.8 r.27 of the Rules for being statutory time barred pursuant to s. 16 (1) (a) of the Frauds and Limitations Act 1988. The plaintiff’s application on the other hand, seeks pursuant to O.8 r. 38 of the Rules, a dismissal of the defendant’s defence and cross-claim and for entry of summary judgment with damages and interests to be assessed, for failure to disclose a reasonable defence.

Factual background

3.	In support of these applications numerous affidavits have been filed. These affidavits show that the plaintiff has a State Lease (land), located on a hillside in the down town Port Moresby area. As is the case with most State Leases, the plaintiff’s state lease expressly provides for easements, for public utility and services, including sewerage. The defendant’s land lies above and adjacent to the plaintiff’s land. On the plaintiff’s land is laid a sewer line connecting from the boundary of the defendant’s property through the plaintiff’s land to the sewerage main on Lawes Road. At all material times, the plaintiff’s land was, and is, within the National Capital District Sewerage District and area respectively declared by Notice in the National Gazette No. G43 dated 1 July 1982 at page 497 pursuant to s. 4 and at page 498 pursuant to s. 5 of the Public Health (Sewerage Regulation) made under the Public Health Act. 

4.	Section 186 (1) of the above Act, empowers the relevant sewerage and health authorities under the Act to authorize contractors to enter private land to construct sewers and or sewer lines. In or about 1989, the National Capital District Interim Commission (NCDIC) was the relevant sewerage and health authority under the above Act. In or about October 1989, the NCDIC authorized a contractor, Bodiam (PNG) Pty Ltd, to enter the plaintiff’s land, being within the National Capital District Sewerage District for the purpose of constructing the said sewer and its appurtenances. NCDIC certified that Bodiam (PNG) Pty Ltd completed construction of the said sewer line in or about 30 July 1990. 

5.	The plaintiff company was at the relevant time owned by a Barry Tan. Also, at the relevant time the plaintiff’s land was vacant and not developed. The plaintiff did nothing about the lying of the sewer line. Eventually, on 23 March 1997, Rex Gumain Augwi and Anaseini Latu Augwi purchased the plaintiff company from Barry Tan through the purchase and transfer of shares. The new owners of the plaintiff company decided to develop the land. Therefore money was spent obtaining the initial municipal approvals and drawings for the proposed development plan commencing about late December, 1997. The plaintiff carried out preparatory work for the development of the property with physical excavation work in early 2000. Through that, the plaintiff came across the sewer line and found out that it could not proceed to completion of its developmental works because of the sewer line. 

6.	The plaintiff alleges in its statement of claim that the defendant unlawfully laid or caused to be laid the sewer line through the plaintiff’s property. It is therefore seeking damages against the defendant for loss of value and enjoyment of its property allegedly caused by the unlawful and negligent construction of the sewer line along its property and subsequent lack of repair and maintenance by the defendant, its servants or agents. The defendant denies the claim and says amongst others in its defence that, the plaintiff issued these proceedings more than 13 years after the completion of the sewer line works under taken and completed by Bodiam (PNG) Pty Ltd on 30 July 1990 on the instruction of the then NCDIC. The defendant thus argues that the plaintiff’s claim is statutory time barred. 	

7.	In response to the defendant’s defence, the plaintiff concedes that the time bar argument may be valid if the plaintiff company was still owned and managed by the previous owner Barry Tan. However, it says the proceedings have been issue by its new shareholders and management. As such, it argues that, since its ownership and management has changed and that it has commenced the proceedings within 6 years of it becoming aware of the trespass onto its property, the time bar issue does not arise. In so arguing, the plaintiff refers to its letter dated 08 June, 2000 from its then lawyers Patterson Lawyers to Credit Corporation (PNG) Ltd, which commenced its claim following the discovery of the sewer line in the beginning of 2000 and failing settlement the issuance of these proceedings on 31 July 2003. 

8.	The plaintiff further argues that, time could not have commenced to run from the date of certificate of the completion of the sewer line works on 30 July, 1990. That is because it says, the plaintiff company was then owned by a Barry Tan, who no longer owns the company now and therefore has no cause of action to pursue against the defendants. Further, the plaintiff argues that time could not commence to run against its new owners from the date of the share transfers being 24 March, 1997. This is because it argues that, at this time, the new shareholders, directors and managers were not aware of the existing trespass until the preparatory work carried out by the new owners between 1997 and 1999. Furthermore, the plaintiff argues that, the Court cannot rule in favour of the defendant on the time bar argument, because the fact remains that the defendant’s trespass to the plaintiff’s property is permanent and is continuous at the plaintiff’s expense. As such, the time bar issue does not arise.

9.	Eda Ranu opposes the defendant’s application to join it as a cross-defendant. It claims that, its predecessor only supervised and certified completion of the sewer line works as the relevant regulating authority. The sewer line in dispute was however, constructed by the defendant. As such it says the proposal to join it has a cross-defendant is without proper basis.

Consideration

10.	Undoubtedly, the plaintiff’s application is attacking the defendant’s defence as one not disclosing any defence known to law. Without conceding to the plaintiff’s application, and in the light of the facts earlier noted, the defendant is seeking leave of the Court to amend its defence to add the statutory time bar issue and to add Eda Ranu as a defendant to the proceedings. Then subject to a grant of its application to amend, the defendant seeks on the basis of the proceedings statutorily time barred, a dismissal of the plaintiff’s claim.

11.	If I proceed to consider first the application of the plaintiff and have that decided in its favour, it will effectively prevent the defendant from correcting or perfecting its defence and introduce the additional defence it wishes to add to its defence and name a third party it feels should be responsible for the plaintiff’s claim. It is settled law that, the Court should be slow to driving a party out of the judgment seat through a summary process such as the one now employed by the plaintiff, once a party is before the Court except in the clearest of cases and where amendment to pleadings can not be an answer. I made that position clear in the case of Kerry Lerro v. Philip Stag & 2 Ors and more recently in the case of Jim Trading v. Bank South Pacific & 7 Ors. On the other hand, if the Court considers and determines the defendant’s application in its favour, there will be no basis for the plaintiff’s application because that which it seeks to dismiss will no longer exist but replaced with an amended defence and cross-claim. A grant of the defendant’s application would see the defendant file and serve an amended defence and cross-claim. In that case, the plaintiff would still have the opportunity to consider the defendants new defence and cross-claim and if plaintiff is still of the view that no reasonable defence or cause of action for the cross-claim is disclosed, it could still file an application to dismiss the defence and cross-claim on that basis. In the circumstances, I consider it appropriate that I should deal with the defendant’s application first. Accordingly, I turn to a consideration and determination of that application.

Application to amend

(i)	The Law

12.	Order 8 r. 50 (1) of the Rules provides for amendment to pleadings. This provision gives the Court a wide discretion to allow amendments at any stage of the proceedings even after the conclusion of a trial as was done in the case of Komboro George v. MVIT. The object of allowing amendments was clearly stated by Bowen LJ in Cropper v. Smith as follows:

"Now I think that it is a well established principle that the object of courts is to decide the rights of the parties, and not to punish them for mistakes they make in the conduct of their cases by deciding otherwise than in accordance with their rights… I know of no kind of error or mistake which, if not fraudulent or intended to overreach, the court ought not to correct, if it can be done without injustice to the other party. Courts do not exist for the sake of discipline, but for the sake of deciding matters in controversy, and I do not regard such amendment as a matter of favour or of grace… It seems to me that as soon as it appears that the way in which a party has framed his case will not lead to a decision of the real matter in controversy, it is as much a matter of right on his part to have it corrected, if that can be done without injustice, as anything else in the case is a matter of right."

13.	Woods J., cited this principles with approval in his decision in HJ Heinz and Hugo Canning Company Ltd v. Foods Pacific Ltd and Other and the Komboro George case. Earlier on, this Court adopted and applied these principles in New Guinea Co. Ltd v. Thomason. My brother, Gavara-Nanu J., in The Papua Club Inc v. Nusaum Holdings Ltd and Others, reviewed some of the relevant authorities and correctly said amendments can be allowed: 

(a)	Where the amendment is to enable the Court to determine the real question in controversy between the parties; or

(b)	Where the amendment is to correct any defect or error in the proceedings; and 

(c)	That such amendment will not cause real prejudice or injustice to the other party (ies); and

(d) That the application for such amendment is made bona fide and not mala fide; and

(e) That the other party (ies) can be fairly compensated with costs for such amendment.

14.	Cannings J., similarly reviewed the relevant authorities and added three more principles to the above list in his judgment in Michael Kewa & Others v. Elias Mai Kombo. These are:

(a)	That the party applying to amend his pleadings is not prevented by its conduct or the manner in which the proceedings have progressed from being permitted to amend its pleadings;

(b)	That the interest of justice warrants the amendment sought; and

(c) 	That the proposed amendment will enable an efficient and effective determination of the issues between the parties.

Applicant’s arguments

15.	In the case before me, the defendant applicant argues that, all of these considerations exist and or are met by its application. As such, it argues that, the Court should grant the application. By way of specifics, the defendant submits that the amendments it is asking for seek to correct uncontested typographic errors in the description of the plaintiff’s title; details of approval to enter and construct the sewer line already pleaded in its original defence and the statutory basis for that and to plead the issue of time bar. The defendant applicant also submits that the proposed amendments will clarify and particularize its defence and point out that the plaintiff should have made its claim more than 13 years ago but it did not do so, by reason of which, it is precluded from issuing and maintaining these proceedings.

16.	Further the defendant applicant argues that, since this matter has not yet progressed to trial, the plaintiff will not be prejudiced by the amendment. Instead the amendments if allowed, will give the plaintiff the opportunity to reconsider its claim in the light of the evidence the defendant has adduced in support of this application. Hence, the defendant submits that, its application is made bona fide to improve the clarity and content of the defence and to properly bring out the real issues before the Court. In so submitting, the defendant points out that, because of the lengthy delay on the part of the plaintiff in bringing this claim, it has been very difficult for the defendant to obtain and assess the relevant material forming the basis of its defence and cross-claim until now. This, it submits, was complicated by the plaintiff failing in its statement of claim to plead with particularity when its cause of action accrued until discovery which has recently taken place and hence the timing of this application. The point being made is that, had the plaintiff pleaded that the sewer line was laid sometime in 1989 or 1990 that would have triggered the defendant’s right to plead that, the proceedings were issued outside the statutory limitation period on the basis of which the defendant would have filed a motion to dismiss the claim as being statutory time-barred.

17.	Furthermore, the defendant submits that the plaintiff can be adequately compensated by an order for costs. Nevertheless, it submits that the application to amend as been necessitated by the plaintiff’s initial failure to properly plead the date when its cause of action accrued. As such, the plaintiff does not deserve any compensation for the costs of and may be occasioned by the amendment. Following on from that submission, the defendant accepts that there may have been some delay in bringing this application but points out that the delay has not been intentional and emanates from the lack of details and or particulars in the plaintiff pleadings, the lengthy delay in the issuance of these proceedings and difficulties inherent in collating information about events that took place more than a decade ago and points out for example, that as recently as 5 April 2006, the defendants were told for the first time that the plaintiff denied receiving notices from NCDIC. Accordingly, the defendant argues that, the amendments it seeks would allow for an efficient and effective disposal of these proceedings and that the interest of justice demands that the amendments it seeks be allowed so that both the plaintiff and the defendants conduct can be examined before a final decision on the plaintiff’s claim. 

18.	With regard to the application for leave to also amend its cross-claim and to add Eda Ranu, as a cross-defendant, the defendant submits that at trial it will be necessary to consider closely the events of 1989 and 1990 and determine if anything wrongful occurred, and if so who is responsible. From the material the defendant has been able to find and produce now, it argues that NCDIC approvals for the commencement and completion of the sewer works were obtained. Eda Ranu is the company that took over from the NCDIC the water and sewerage functions in the National Capital District. Thus, it argues that Eda Ranu is a proper party to be added and that the proposed amendments will bring into issue the position of Eda Ranu and of the contractor and any claims either the plaintiff or the defendant may have as against Eda Ranu. The defendant further argues that, if its joinder application is allowed, it will allow for an efficient and effective determination of all relevant issues concerning the plaintiff’s claim rather than allow for a multiplicity of proceedings and increased costs. 

19.	In making its application to join Eda Ranu, the defendant relies on O. 5, r.2, r.4 and r.8 of the Rules and my decision in the case of Umapi Luna Pakomeyu v James Siai Wamo (12/11/04) N2718, where I said:

"… [T]he … rules … have been developed as to the appropriateness of joining various parties and causes of action so as to ensure that all proper and necessary parties are able to be joined …[I]t is useful to note for our present purpose (and assistance) the impact of the Australia High Court decision in Port of Melbourne Authority v Anshun Pty ltd (1981) HCA, which is that: a party will be estopped from bringing any further action that arises out of the same subject matter as an earlier action. This decision emphasizes the importance of the doctrine of res judicata, as operating to prevent prejudice and unfairness to a party, more particularly a defendant, being burdened and saddled with multiplicity of allegation and claims to answer. The doctrine also operates to confirm the twin doctrines of finality and certainty in judicial decision-making process.

In all cases of joinder, whether simply of causes of action or also parties, the Court retains the discretion to join or sever (if already joined) if the interest of justice demand so.
…
There is generally much merit in joining all possible defendants to avoid bringing separate proceedings against each and failing against each. On a tactical level, if all possible defendants are joined, often each will tend to run a case designed to show that another defendant is liable. The rules also provide for alternative plaintiffs if there is some issue as to proper plaintiff. For example, in some commercial litigation it may not be certain which legal entity actually entered into a transaction". 

20.	The plaintiff does not seriously contest the defendant’s application to amend its defence and cross-claim and to add Eda Ranu as a cross-defendant. Most of the plaintiff’s argument forecasts on the demerits of the matters the defendant seeks to raise in its proposed amended defence and cross-claim. Similarly, Eda Ranu also attacks the merits of the possible case against it. Accordingly, the plaintiff and Eda Ranu are not raising any specific arguments in relation the principles governing such applications and the question of whether the defendant’s application is one that should or should not be granted. In any event, the evidence shows that, Eda Ranu’s predecessor and the plaintiff have had something to do or failed to do something about the sewer line. 

21.	A key consideration in this case is the conduct of the parties in 1989 and 1990 and the way in which the parties have conducted their pleadings. The plaintiff was duty bound to plead with clarity as to when its cause of action accrued. Had it done that, I accept the defendant’s argument that, the defendant could have raised the very issues or points it is trying to introduce in the proposed amended defence and cross-claim, including the addition of Eda Ranu as a defendant. Another important consideration is the fact that the application is being made prior to the matter being listed for trial and as soon as discovery has revealed salient facts not disclosed in plaintiff’s pleadings. Bearing these in mind, I find that the amendments sought by the defendant:

(a)	Will enable the Court to determine the real questions in controversy between the parties;

(b)	Will correct defects and or errors in the defendant’s original pleadings;

(c)	Will not result in any prejudice or bring about a result the plaintiff could not possibly have expected; and

(d)	Are bona fide and not mala fide;

22.	For the same reason, I also find that the defendant has not conducted in a way that would have the effect of preventing it from amending its defence and add Eda Ranu as a cross-defendant. Further, I find that the proposed amendments are necessary and will serve the interest of justice and will ensure efficaciousness in the determination of the issues between the parties. In the circumstances, I find that there is no impediment to granting the defendant’s application for leave to amend its defence and to add Eda Ranu as a cross-defendant. Accordingly, I make orders in those terms.

23.	This leads me to consider, whether I should proceed to consider and determine the second part of the defendants application which seeks to dismiss the plaintiff’s claim for being time barred. I already noted the defendant’s basis for that part of the application and the plaintiff’s response thereto. I do not consider it appropriate that I should proceed to consider and determine that part of the defendant’s application, particularly when the parties have not yet formally put in their respective pleadings their respective positions in relation to the issues raised in the defendant’s proposed amended defence and cross-claim. Therefore, I consider it appropriate that, I should allow the defendant time to file and serve its amended defence and cross-claim within a specified period. I also consider it appropriate that the plaintiff should be given the time and opportunity to reconsider it’s position once it is served with the defendants amended defence and cross-claim and if need be withdraw the proceedings. 

24.	In order to give the parties some guidance, I feel it necessary for me to comment on the issue of statutory time bar raised by the defendant. I do not consider there is any merit in the plaintiff’s argument in relation to that issue. The position taken by the plaintiff is against established company law. One of the essential attributes of a company is the separate legal or corporate personality a company acquires upon registration. This dates back to the often cited case of Salomon v. Salomon & Co. Limited. According to that authority a company is distinct and separate from its shareholders, unless the corporate veil can be lifted. In Odata v. Ambusa Copra Oil Mill and National Provident Fund Board I outlined the circumstances in which the corporate veil can be lifted, which I need not reiterate particularly when the plaintiff is not arguing that one or more of the basis for a lifting of the corporate veil exists and applies in this case. 

25.	It is also clear law that once a company is incorporated, it has perpetual succession until deregistration. Section 16 of the Companies Act 1997 puts this two fundamental attributes of a company in these terms: 

"A company is a legal entity in its own right separate from its shareholders and continues in existence until it is removed from the register." 

26.	What this means is that, once a company is incorporated it continues to exist regardless of what happens to the shareholders. If for example a share holder dies or there is a change in the shareholding it does not affect the continuity and or existence of a company. The company continues to exist and function. Hence, in the present case, the change in the shareholding in the plaintiff company on 24 March, 1997 did not render the plaintiff a new and or different company. Rather it merely meant a change in the share holding without changing the status of the company. It continued to be the same company as it was from the date of its incorporation to the present time, without affecting its duties and responsibilities and assets and or liabilities. Hence, it does not matter who was the shareholder in 1989/1990, and the period thereafter, whether Barry Tan or the Aguwi’s. It should follow therefore that, the failures of the plaintiff in 1989/1990 or any other time, remains the failures of the plaintiff regardless of the change in the shareholding and management. 

27.	It should follow from the foregoing that, if the plaintiff failed to take the necessary steps to protect its interest when its rights and interest in respect of its land were infringed and issue court proceedings before the lapse of the statutory time limit of 6 years under s. 16 (1) (a) of the Frauds and Limitations Act 1988, the change in the shareholding in the plaintiff cannot be an impediment against the running of the statutory time limits under Frauds and Limitations Act 1988. Given that the sewer works were under taken in late 1989 and completed in 1990, the plaintiff was required to commence proceedings no later than the relevant corresponding date in 1996. Hence, the plaintiff’s claim may well be statutory time barred. Further, the plaintiff may be now precluded by its own conduct or acquiescence from claiming its rights, quite independently of the statutory time bar issue. That would be under the equitable principles of estoppel by conduct and acquiescence. In view of this and the foregoing, it would be incumbent upon the plaintiff to carefully reconsider pursing its claim before filing and serving its reply and defence to the cross-claim with a view to withdrawing the proceedings to avoid further costs.

28.	The plaintiff may have a cause of action as against Mr. Barry Tan. That would however be dependant on what disclosures if any, Mr. Tan made to the Aguwis. It would also be dependant on what if any, due diligence the Aguwis carried out before purchasing the shares in the plaintiff and eventually become its owner. Any due and proper due diligence would have concerned clear titles to any assets of the company and any thing that affected or had the potential of affecting their title and peaceful enjoyment of the assets acquired. In respect of the land, it would have been prudent on the Augwis to conduct a search with Eda Ranu or before that the NCDIC as to the presence of any sewer lines in the property particularly when there was a property above the one they were acquiring. Had they done that, they would have ascertained the location of the sewer lines.

29.	In the end the formal orders of the Court are as follows:

(1)	The defendant cross-claimant is granted leave to add the National Capital District Water & Sewerage Ltd trading as Eda Ranu as second cross-defendant to the defendants cross-claim against the plaintiff.

(2)	The defendant is granted leave to file and serve an amended defence and cross-claim in terms of the draft annexed to the affidavit of Rennie Wekina sworn and filed on 5 April 2006 as annexure "RW1" within 14 days from today.

(3)	Eda Ranu shall file and serve its Notice of Intention to Defend and defence within 14 days from date of the plaintiff/cross-claimant filing its defence in accordance with terms 4 and 5 below.

(4)	The plaintiff/first cross-defendant shall seriously reconsider its claim with a view to withdrawing these proceedings in the light of the issues raised in the amended defence and cross claim including, the statutory time bar issue as discussed in this judgment before it files and serves its reply and defence to the cross-claim.

(5)	If the plaintiff/first cross-defendant decides to pursue this proceedings it shall file and serve its amended reply and defence to the amended cross-claim within 14 days from the date of the service of the amended defence and cross-claim.

(6)	The defendant cross-claimant’s application to dismiss the proceedings or excise parts of the plaintiff’s claim prior to August 1996 is decline at this stage but the defendant shall be at liberty to apply to dismiss the proceeding if need be, on the basis of the claim being statutory time barred or for the plaintiff’s failure to take the steps it should have taken at the relevant time under the Public Health (Sewerage Regulation) made under the Public Health Act (Chapter 226).

(7)	The plaintiff’s application to dismiss the defendant/cross-claimants original defence and cross-claim is declined.

(8)	In the light of the plaintiff’s failure to properly plead the date of accrual of its cause of action, each party shall bear their own costs of an incidental to the amendment.
(9)	Time is abridged for the entry of these orders.

______________________________

Gadens Lawyers: Lawyers for the Defendant/Cross-Claimant.
Henaos Lawyers: Lawyers for the Plaintiff/Cross-Defendant