Minister of State for Employment Workplace Relations & Small Business v CPSU & Ors S161/2000 [2000] HCATrans 472 (15 August 2000)

IN THE HIGH COURT OF AUSTRALIA

Office of the Registry

Sydney No S112 of 2000

B e t w e e n -

EMPLOYMENT NATIONAL LIMITED

EMPLOYMENT NATIONAL (ADMINISTRATION) PTY LIMITED

Appellants

and

CPSU, THE COMMUNITY AND PUBLIC SECTOR UNION

First Respondent

MINISTER OF STATE FOR EMPLOYMENT, WORKPLACE RELATIONS AND SMALL BUSINESS

Second Respondent

Office of the Registry

Sydney No S161 of 2000

B e t w e e n -

MINISTER OF STATE FOR EMPLOYMENT, WORKPLACE RELATIONS AND SMALL BUSINESS

Applicant

and

CPSU, THE COMMUNITY AND PUBLIC SECTOR UNION

First Respondent

EMPLOYMENT NATIONAL LIMITED

Second Respondent

EMPLOYMENT NATIONAL (ADMINISTRATION) PTY LIMITED

Third Respondent

Applications for special leave to appeal

GLEESON CJ

GAUDRON J

TRANSCRIPT OF PROCEEDINGS

AT SYDNEY ON TUESDAY, 15 AUGUST 2000, AT 2.00 PM

Copyright in the High Court of Australia

___________________

MR J.L. TREW, QC: Your Honours, I appear for the applicants and my learned friend, MR L. KAUFMAN, appears with me. (instructed by Andersen Legal Lawyers)

MR K.H. BELL, QC: If your Honours please, I appear on behalf of the first respondent in both cases with my learned friend, MS C.J. HOWELL. (instructed by Steve Ramsey)

MR D.M.J. BENNETT, QC, Solicitor-General of the Commonwealth: If your Honours please, I appear with my learned friend, MR K.G. BENNETT, for the applicant in No 161, and the second respondent in No 112, being the Minister. (instructed by the Australian Government Solicitor)

GLEESON CJ: Mr Solicitor, is your application, as it were, independent of Mr Trew's in the sense that you only pursue your application should his succeed or do you desire to support his application?

MR BENNETT: We would certainly support his application. It is hard to see any result other than them both succeeding or both failing, but we would hope your Honours would not give a decision in his until your Honours have heard ours.

GLEESON CJ: Yes. It was just the order of addresses that I had in mind. It is probably convenient for us to hear from Mr Trew first and then from you before we hear from Mr Bell.

MR BENNETT: Yes, that is a convenient course, your Honour.

GLEESON CJ: Very well. Yes, Mr Trew.

MR TREW: Your Honours, like the Commonwealth, we submit that if one appeal is removed, both should be removed. There are issues in our case, we submit, that would help the Court to consider, in relation to section 149 of the Workplace Relations Act before it gives its decision in the PP Consultants Case in which it has already heard argument.

GLEESON CJ: Perhaps some members of the Court might be ready to give their decision in that matter.

GAUDRON J: And perhaps it might be more polite to wait until you have seen the reasons for decision in that case before you move for removal.

MR TREW: Your Honours, there are a couple of aspects of this case that I now want to go to that, in our submission, help in the elucidation of the meaning of section 149 that, we submit, would assist the Court if this case were removed.

GLEESON CJ: Consistently with that, you would want us to put a hold on the writing of any judgments in the matter of PP until these matters had been listed for argument and the appeal heard.

MR TREW: That is an assumption I was making, your Honour, yes.

GAUDRON J: It is hardly fair to the parties in that case, is it?

MR TREW: Perhaps I can just elaborate on why we submit that this case should be removed because it raises issues of construction that, we submit, would help in the understanding of both section 149, which relates to awards, and 170NB that relates to agreements, but for all relevant purposes they raise substantially the same issue.

In the PP Consultants Case the appellants argued that two cases that featured prominently in that litigation, the Australian Transport Officers Federation, which was a decision of this Court, and the North Western Health Care decision which was a decision of the Full Federal Court, could be distinguished because they dealt with government activities and in relation to them it may be legitimate merely to look at whether those activities continued to be carried on by the new entity responsible for them.

This application confronts that issue because it asks this question: whether Employment National, a company conducting a business for profit in competition with others, is engaging in conducting any of the public administration of the Commonwealth? So, in our submission, it would be necessary for the Court to look closely at whether governmental activities which are conducted by the Commonwealth in the administration of its - of the Commonwealth are continued to be conducted by Employment National.

The present case also raises another question that was touched upon in argument in the PP Consultants Case but probably did not arise directly, namely, what help does one get from the relevant awards in determining whether the section operates in the circumstances of a particular case? Here, the relevant awards and the agreement covered only persons employed under the Public Service Act, that is in the public administration of the Commonwealth, and they apply in two particular kinds of circumstances, namely, where that Act gives specific entitlement to persons employed in the public service. They are not enjoyed by Employment National. And the awards also assume the existence of public service procedures, gradings and classifications which are not in those awards and do not apply to persons outside the public service and do not apply to Employment National.

GAUDRON J: At the end of the day, it is merely a question of construction of the award, is it not?

MR TREW: On one view, it is, your Honour.

GAUDRON J: Well, where is the public interest in that? Where is the high matter of legal principle in that?

MR TREW: Well, it focuses attention on the first question that I adverted to your Honour, namely, whether or not the public administration of the Commonwealth, when being conducted through the Commonwealth Employment Services - whether it continues to be conducted by companies like Employment National, and the relevance of the awards may well be that it helps characterise the activities of the Commonwealth, particularly in one class, and an activity, we would submit, not a business, and distinguishes it from the activities or the business that are being carried on by Employment National. It is in that way that we put it that it raises the question of principle that would warrant attention from this Court.

We submit that the same questions of construction arise in this case but necessarily, because of the different facts, come from a different - - -

GAUDRON J: The question of construction, whether it be of the award or of the Workplace Relations Act, is hardly one that is going to bring itself easily within section 41(4), is it, of the Judiciary Act? I mean, we have a case here - there is no constitutional issue; there is no application by an Attorney-General; this is just the parties who want to bypass the ordinary court system in an area which this Court has already reserved its judgment - and you might infer is likely to give its judgment within a reasonable time - and they are not matters that are ordinarily removed into this Court.

MR TREW: Can I say a number of things about that, your Honour? First of all, the primary judge here based his decision upon and followed the Full Court of the Federal Court decision in the North Western Health Care Case.

GLEESON CJ: But there is a pending application for special leave in that case, is there not?

MR TREW: I think there is, your Honour, yes; sometime in September, I understand. And also based his decision upon the reasoning in the Australian Transport Officers Federation Case, a decision of this Court.

GAUDRON J: That matter was in issue in PP.

MR TREW: It was, your Honour, but what the appellant sought to do in the other case was to distinguish it and say parties where there are government functions involved are in a different situation to - - -

GAUDRON J: This is hardly a matter though of high legal principle, is it?

Ultimately, what is a business is no more than a mixed question of fact and law. People have been determining that for ages without the benefit of this Court intruding itself before the appellate processes are complete.

MR TREW: What has not come before this Court before is whether or not government administration carried on by one party continues to be carried on by a company that is - - -

GAUDRON J: That is simply a question whether the government was carrying on business within the terms of 149 and whether the other parties are the successors or transmittees of the business or whatever the section says; hardly a matter of earth-shattering legal importance, is it?

MR TREW: Your Honour, the Full Federal Court in the North Western Health Care Case has held that the activities of government administration are "business" within the legislation and until that question is determined by - - -

GAUDRON J: There was some suggestion in ATOF that it is appropriate to describe it in that manner.

MR TREW: There is, your Honour, but the answer to that question will not necessarily arise in - it does not arise directly in the PP Consultants Case but it does arise directly in this case and that is one of the reasons, we submit, that it is appropriate to remove this case into this Court because - - -\

GAUDRON J: So that we can interrupt the normal legal processes and thereby deprive ourselves of the Full Court's consideration of the matter when there may well be factual issues involved and so that we inevitably postpone the consideration of cases that come, once they have been through the normal appellate processes. "Queue jumping" it is called in another context.

MR TREW: We recognise, of course, your Honour, that it is a matter for the Court how it determines how cases will be heard. We submit, however, that the issues that arise in this case, although they concern the construction of the same section that was under consideration in the PP Consultants Case, give rise to different questions of construction.

GAUDRON J: You are not really addressing the question. That came through the normal appellate processes which you want to avoid.

GLEESON CJ: Leapfrog.

GAUDRON J: Yes, leapfrog.

MR TREW: But there are two reasons for doing that, with respect. The first reason is that the North Western Health Care Case was applied by the primary judge in coming to a conclusion on each of the relevant issues that are sought to be raised in this application.

GAUDRON J: So, what you really want to do is you want to get this up here so that if North Western Health Care is granted special leave, you will have your foot in the door at the same time.

MR TREW: This raises again different questions to the North Western Health Care Case because that, as I understand the circumstances of that case, was a transaction within the government. It was a transaction that affected the public servants running a hospital and then some statutory authority with public servants, I think. I may not be - - -

GLEESON CJ: In many - I should say most cases that come by way of appeal to this Court, there are many, sometimes hundreds of other litigants in pending cases whose cases will be affected by the decision in the case before this Court but that does not mean that they can all come along and put an oar in.

MR TREW: And we are trying, with respect, your Honour, to put this on a wider basis because it is our submission that the Court would find it of use to be able to look at these sections from the perspective that is raised by these particular applications because they raise issues of a different kind.

GLEESON CJ: May I ask you a question about the issue, Mr Trew. Could you just state in a summary form the submission that you would want to make about the construction of the section in the Workplace Relations Act concerning whether or not government activities can constitute a business for the purpose of that section? What exactly is the point?

MR TREW: Primarily, it is not business that is conducted for profit.

GLEESON CJ: I am sorry, that is an argument in support of a proposition but what is the proposition? What is the proposition about the construction of the statutory provision?

MR TREW: That "business" where used in section 149 does not extend to the public administration of the Commonwealth.

GLEESON CJ: Would it have extended to the Commonwealth Bank in the days before privatisation?

MR TREW: It may have done, your Honour. It depends upon how that were structured. One of the important considerations in this case is that the public administration of the Commonwealth is conducted by public servants employed under the Public Service Act and - - -

GLEESON CJ: I just want to understand the argument myself. Would it have extended to Qantas before Qantas was privatised?

MR TREW: Well, it may not have because Qantas was an incorporated company. One of the reasons I hesitate with the Commonwealth Bank is I am not sure whether that was set up under statute or whether it was a company.

GLEESON CJ: What about what used to be called the PMG? Would it have extended to that in the days when that run the telephone system?

MR TREW: Again, I do not know. It may depend upon whether they were engaged in the public administration of the Commonwealth. What makes this - - -

GAUDRON J: "Public administration of the Commonwealth" does not meant a great deal, does it? We have to look to see whether - what happens in Treasury, for example, or in the Office of the Cabinet Secretary may be very different from what happens where people are delivering services to the public, whether or not for reward or profit.

MR TREW: I recognise that, your Honour, but the Public Service Act makes a convenient distinction in that it says in subsection (6) that its chief object is to provide for the conduct of the public administration of the Commonwealth, and that is why I fastened on those works - - -

GLEESON CJ: One of the reasons why we have had such a move towards privatisation in recent years is that governments got themselves, inappropriately it was later thought, into businesses of one kind or another.

MR TREW: And the distinction that falls easily to be made here is that those public activities of the Commonwealth that are pursued by persons employed under the Public Service Act can be characterised because a statute does it. That raises an issue as to whether or not those particular activities come within the meaning of "business" in the section.

GLEESON CJ: It is only 50 years or so since an attempt was made to produce the result that the entire banking system of this country was conducted as part of the business of government.

MR TREW: Yes. Well, that is the proposition we contend for in relation to the Commonwealth's activities, your Honour.

GAUDRON J: So, it is really, again, a mixed question of fact and law and not simply a question of the construction of section 149?

MR TREW: Yes, but section 149 in the present day has loomed very large in importance and - - -

GAUDRON J: I know, but let us look at the issue you would tend for this Court to decide. It would be a mixed question of fact and law.

MR TREW: On that issue, certainly.

GAUDRON J: Yes, and without any consideration by the Full Court of the factual issues or the factual findings that might be involved.

MR TREW: We say in relation to that, your Honour, that in this case that is unnecessary because they have already - - -

GAUDRON J: What, you accept all the factual findings?

MR TREW: We are not challenging those, your Honour. We are challenging - - -

GAUDRON J: And the characterisation?

MR TREW: No, we are challenging the characterisation.

GAUDRON J: Well, exactly.

MR TREW: But we say that it is appropriate in this case to bypass the Full Court because the Full Court will apply the North Western Health Care Case in the way that the primary judge did here.

The second issue that arises, where again the primary judge followed the North Western Health Care Case and also the ATOF Case, was whether or not the effect of the transaction is to transmit the same business, irrespective of whether it is conducting a business, from the Commonwealth to Employment National.

The third issue is whether or not the transaction whereby Employment National, like many other companies in competition with it, provide services to the Commonwealth for a fee for a limited period of time, and it can be revoked upon breach, whether or not that amounts to transmission within the meaning of the legislation.

GLEESON CJ: In your submission, how, if at all, would the section apply if all that happened was that the activity - to use a neutral word - was taken over by one government department from another government department?

MR TREW: Well, if we succeeded on our first argument, the section would not apply because it was not a business. If the Court was against us on the question of whether or not it was a business, it would then depend upon what meaning was to be given to "transmission" and the like. They are out submissions, your Honour.

GLEESON CJ: Thank you. Yes, Mr Solicitor.

MR BENNETT: May it please the Court, may I first just deal with a number of questions asked by your Honour Justice Gaudron a few minutes ago? The first was the significance of the fact that the Attorney-General had not intervened. One of the factors taken - - -

GAUDRON J: I am just pointing out that we are not in your ordinary removal area. We are in a very special area where cases are not very often removed and, if they are, one needs some very good reason for doing it.

MR BENNETT: We accept that. One of the factors taken into account by the Attorney-General in deciding whether to seek to intervene - - -

GAUDRON J: I am not interested whether the Attorney-General intervenes.

MR BENNETT: No. The fact there is a Minister here, of course, is the reason. The Attorney did, of course, seek leave to intervene in the PP Consultants Case and was refused.

Your Honour referred to the question of bypassing the Full Court. The reason for that is that the Full Court would be likely to follow its previous decisions which are sought to be challenged in this case, and that is the primary reason why it is sought to leapfrog the normal procedure.

GLEESON CJ: I thought the other reason that was advanced by Mr Trew is that the hope is that if we granted this application, we would then delay delivering our judgments in the PP Case so that they would not be delivered until we had heard argument in this case.

MR BENNETT: Yes. That is - - -

GLEESON CJ: So, it is not merely an application for removal, it is an application for postponement of delivery of reserve judgments.

MR BENNETT: Your Honour, I was not going to put it as high as an application although that might be a desirable course for this reason: the argument in this case would not be put on the basis that it would affect the result in the PP Case but what we are concerned about is not so much the result of the PP Case as dicta which might affect the present case in seeking - - -

GAUDRON J: I would dare say there would be lots of people who would be worried about the dicta in the judgments of this Court at any given time.

MR BENNETT: There are, your Honour.

GAUDRON J: It would not necessarily bring them within section 41(3).

MR BENNETT: No, it would not on its own, your Honour. The primary matter bringing it within section 40 is the importance of the question and the question is very simply this: it is a question half of which is the PP question and half of which is an extension to a related but not identical situation, and that question is this. When one has an outsourcing in which one does not transfer part of a business, like the Commonwealth Bank selling a branch to the ANZ Bank - that would be a classic transmission of part of a business.

GAUDRON J: It might not be.

MR BENNETT: It might not be, your Honour. But when one has an outsourcing in the sense that one says, "I want someone else to carry on certain activities I formerly carried on, on my behalf" then, we say, these words are incapable of applying to them.

GLEESON CJ: Which words? The words - - -

MR BENNETT: There are three words, "transmission, succession and assignments'.

GLEESON CJ: Yes, but not the word "business".

MR BENNETT: Not the word "business". This is the other question, your Honour.

GLEESON CJ: Exactly. The primary submission Mr Trew put, as I understand it, is that the word "business" is inappropriate or inapplicable to the activities of government.

MR BENNETT: Yes. We put that as a second one, your Honour. We put the other one first as the major one. So far what I have said is the PP Consultants submission. One sees it in cases like Bransgrove where one had a motel which decided to outsource its cleaning, the cleaning of its rooms, to a cleaning company, and that was held not to be a transmission of a business.

Now, the second aspect is how one applies that, assuming that the "business" decision goes against us, where the business is a governmental function which is being privatised and whether one says, where that is being done and the government, instead of doing a function itself, pays someone else to perform that function, whether that comes within the words. That is a related question to that arising in PP Consultants. We would say it is a stronger case for the application of a result for which we contend.

I am sorry, the example I gave was the Crosilla Case not the Bransgrove Case.

We would submit, for that reason that it is desirable that the Court have the opportunity before delivering judgment on half the issue, to see the other aspect of the type of case to which it applies, see whether it is different, and deal with it in one go. We would submit, for that reason, it is desirable - - -

GAUDRON J: That assumes that the matter would inevitably come here in any event.

MR BENNETT: It does, your Honour, but, we submit, the - - -

GAUDRON J: But it might not, might it?

MR BENNETT: It might not, your Honour, but, we submit, the PP Consultants issue is a very important issue and the application of the principle, whichever way it goes in that case, to the government to a private sector situation, is also a very important issue. Was I here on a special leave application without the PP Case having been heard and without the fact that we have not gone to the Full Court yet, I would submit, it would be a very strong case for special leave on that point. And, as I have said, PP, in fact, got special leave on that point.

So far as North Western Health Care is concerned, I can tell your Honours that it has been - I think the Registry phrase is "pencilled in" for 8 September but that there are settlement discussions taking place which, on our understanding, may well produce the result that it does not proceed, but that is not yet known. Certainly, jumping the queue in relation to North Western Health Care is in no way put as a basis for the application.

So far as the "business" question is concerned, we would simply say this, that many statutes contain a definition of "business" which includes some governmental activity. The Trade Practices Act is a good example, and there are no doubt others. Some of those Acts draw a distinction between the two types of activity to which my learned friend, Mr Trew, has referred. That distinction is drawn in a number of different ways.

It is a question of importance, we would ssubmit, whether "business" in this context, a context which has suddenly been thrown into national significance by the economic importance being placed on outsourcing, both the public sector and in the private sector at the moment - the question of importance for that reason to determine whether the word "business" in a statute where it is not defined and where there are a number of other sections which cast some light on it, includes all government activity, some government activity, along the lines of the distinction drawn by my learned friend, Mr Trew, or - - -

GLEESON CJ: The answer to that is it can but it does not necessarily. It may or it may not, depends on the facts.

MR BENNETT: Yes, your Honour, and the test is a matter of importance.

GAUDRON J: When you have mixed questions of fact and law, it is very hard to identify a "bright line" test, is it not?

MR BENNETT: No, your Honour. This is a good case for the Court to say the test is profit, the test is rendering services to the public, the test is whether it is a core function of government. The application of that at the end of the day may be a very simple matter but the laying down of the test is, we submit, a question of law and an important question of law; an important question of construction in a statute thrown up into great importance today.

GLEESON CJ: Is it your submission - forget about the operation of the Act - that the Government of New South Wales does not carry on a business of running a railway?

MR BENNETT: No, your Honour. No, the examples your Honour has put to my learned friend would, in my submission, all be carrying on of a business.

GLEESON CJ: Nor, I suppose, could anybody seriously suggest that carrying on the business of a railway as a core government function.

MR BENNETT: No, certainly not, your Honour. The mere fact that governments may engage in them or even that in the last century in relation to railways they are exclusively governmental does not stop them being businesses. But the delivery of social services is in a very different category.

GAUDRON J: Well, we are not simply talking delivery of social services here though. We are talking about a particular service which, traditionally, was done not only by government but by employment agencies.

MR BENNETT: Yes.

GAUDRON J: So, at least, when done privately, it could be a business.

MR BENNETT: Yes, it could be.

GAUDRON J: Then, the argument somebody wishes to make is when done by government it cannot be.

MR BENNETT: Well, your Honour, one may look at questions of motivation.

GAUDRON J: Well then, we are getting into facts.

MR BENNETT: Your Honour, the Court does not need to decide that ultimate issue. It could avoid that in a number of ways.

GAUDRON J: What, you only want us to remove part of the appeal?

MR BENNETT: Well, that is - - -

GAUDRON J: In isolation from the facts? I mean, the nature of this case is such, really, is it not, that it all has to be dealt with altogether or not at all? As I understand it, this would be highly dangerous case to decide piecemeal.

MR BENNETT: Your Honour, we would submit one could decide the PP Consultants question and its application without deciding the government question - - -

GAUDRON J: Well, PP Consultants will decide that. It will decide that.

MR BENNETT: Your Honour, with respect, interrupted me halfway through my sentence. The PP Consultants Case, in its application to a government situation, and that does not involve necessarily deciding the other question. That could be removed as a discrete matter.

GAUDRON J: It does not sound like an efficient way of conducting litigation.

MR BENNETT: Your Honour, at the end of the day, once a test is devised or accepted for the meaning of "business" in the governmental context, the application of that test to the current situation is unlikely to be a matter of great difficulty. It is almost going to follow from however one defines the test, and the test may be put in different ways. In that sense, the question of law overshadows the fairly minor mixed question of law and fact at the end of the day. As to that, I suppose, one has the findings of the trial judge and certainly the findings of core fact not controversial.

So, your Honours, the conclusion is, we would submit, it is an appropriate case to remove notwithstanding the stringency of the general test for doing it because the Full Federal Court has other cases which it is likely to follow which we would seek to challenge and because there is a case reserved in this Court dealing with a closely related question as to which it would be useful for an overall picture to result.

The primary issue is one of great importance, the outsourcing in the context I have described, as opposed to outsourcing by transfer of a discrete part of a business. It is the meaning of the words "succession, assignment" and so on. We would wish to put the submission, which was put in PP Consultants Case, that cases such as North Western Health Care and the Australian Transport Officers Federation are not cases on the words, "transmission, assignment" et cetera, they are cases on the meaning of the business and the identity of the business and they are not helpful on the issue of "transfer".

The two helpful cases on the issue of the three verbs are, first, the Crosilla Case, which I have already mentioned, the outsourcing by the motel; and, secondly, the Bransgrove Case involving the picture theatre where, your Honours recall, a landlord owned a picture theatre; a tenant conducted the business of running a picture theatre. One day that tenant left. Another tenant came in and continued running the same picture theatre with the same staff. There was no transaction between the two tenants who had never met each other. It was held that there was no "transmission, succession", et cetera.

It is the importance of those words which, we would submit, was overlooked in the cases that merely discuss the identity of the business as if that was the test and the identity of what is done as if that was the test. In any event, there is a very different thing being done where, as in PP or as here, one person is carrying on a function and the other is carrying on that function for the first person as an agent.

GAUDRON J: Well, it may not be for the first person. I mean, there may be an important question as to who it has being done for but it is being done for the Commonwealth of Australia, I should imagine.

MR BENNETT: Yes, your Honour, which pays for it.

GAUDRON J: Yes. That may have different consequences for the notion of transfer or assignment that if you were to say being done for the same person.

MR BENNETT: Yes, precisely, and that is why we say this involves an additional element to PP Consultants which needs to be looked at the same time as one looks at that issue. It is an important issue. It arises across the outsourcing of the Federal Government. There is no firm decision on the issue in this case. The longer doubts will continue. And it is important, we would submit, in the public interest that it be resolved and resolved quickly.

The only other matter, your Honours, I am told that I used the word "pencilled in" earlier. I am told that puts it slightly highly. The correct phrase is that the list is being settled and we are advised by the Registry that it may be listed on that date. I interpret that as "pencilled in" but I am told that is not the phrase I should use.

So, for those reasons, it is my respectful submission that this is an appropriate case for removal. May it please the Court.

GLEESON CJ: We do not need to hear you, Mr Bell.

The central issue in these cases involves questions concerning the construction of the Workplace Relations Act and the resolution of a mixed question of fact and law. The Court is not satisfied that it is appropriate to make an order under section 40 of the Judiciary Act. Each application is dismissed.

Can you resist an order for costs?

MR TREW: Ordinarily, no, your Honour, but this statute provides that orders for costs should not follow.

GLEESON CJ: Very well. Do you have any submission to make?

MR BELL: It is not quite as simple as that, your Honour, because I think the provision is expressed in terms that - - -

GLEESON CJ: Well, just before you start taking us into the complexity, can you deal with the simplicity: do you seek an order for costs?

MR BELL: Would your Honour excuse me for one moment? No, your Honour.

GLEESON CJ: That solves the problem, thank you. Each application is dismissed.

AT 2.40 PM THE MATTERS WERE CONCLUDED