Lloyds Bank Internatonal Ltd and Another v. Dericourt Investments Ltd and Others
Read the full judgment text of HCA 4320/1983 on BabelCite. This High Court CFI judgment.
1. On the 5th October 1982 the two plaintiff banks, which for the purposes of this judgment can be treated as one commenced an action against 5 defendants including Mr. Folch Vernet, who was their manager in Hong Kong until October 1981, claiming damages and other relief by reason of the alleged negligence, fraud, or breach of trust of such defendants. On the 31st March 1983 the proceedings were amended to add a further 8 defendants including some also sued as guarantors in the actions with whi
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HCA004320/1983 Election Application of the common law doctrine considered. Banks and Banking Effect and meaning of provision for a "review date" in a bank's Facility Letter offering a loan considered and explained. Practice and procedure Summary Judgment. The Court will determine disputed points of law on the hearing of R.S.C. O.14 applications providing the relevant facts are not in dispute. Meaning and effect of the words "or that there ought for some other reason to be a trial of that claim or part" in R.S.C. O.14 r.3(1) considered. A bank commenced an action against a number of defendants claiming damages on the footing (inter alia) that they had fraudulently induced it to enter into contracts of loan to its detriment. The borrowers were not sued in that action but they and the guarantors, some of whom had so been sued, were subsequently made defendants to actions claiming repayment of the loans and summary judgment was sought. The defendants in such actions claimed that the proceedings were premature, that by commencing the earlier action the bank had irrevocably elected to treat the contracts of loan as repudiated and that the guarantees alleged were unsupported by consideration.
Miles v. Bull (1969) 1 Q.B. 259 and
IN THE SUPREME COURT OF HONG KONG HIGH COURT ______ BETWEEN
Coram: Hon. Kempster, J. Date: 15th September; 1983 ___________ JUDGMENT ___________ 1. On the 5th October 1982 the two plaintiff banks, which for the purposes of this judgment can be treated as one commenced an action against 5 defendants including Mr. Folch Vernet, who was their manager in Hong Kong until October 1981, claiming damages and other relief by reason of the alleged negligence, fraud, or breach of trust of such defendants. On the 31st March 1983 the proceedings were amended to add a further 8 defendants including some also sued as guarantors in the actions with which the court is presently concerned. Those proceedings remain alive and I am told that an application substantially to amend the Statement of Claim is imminent. 2. Between about April and June 1983 in order, perhaps,to quantify their claims in the earlier proceedings, the plaintiffs commenced a great many actions claiming from a series of borrowers and alleged guarantors the repayment of loans. In 34 of such actions they now seek summary judgment for the principal sums claimed. In 3 further actions, 1983 Nos. 4301, 4331 and 4332,the plaintiffs signed judgment in default and the respective defendants seek, pursuant to R.S.C. Order 13 rule 9, to have such judgments set aside. Save as regards the interest element the plaintiffs resist such applications. By consent all these summonses were adjourned to a judge for hearing. Having regard to the wide and possibly misleading publicity received by the matters giving rise to all this litigation and to considerations which will be canvassed later in this judgment and with the agreement of the parties I give judgment in Open Court. 3. It appears to be common ground that I should approach all applications on the same basis and therefore, subject to at least a token residual discretion, determine whether or not the defendants and each of them have shown an issue or issues which ought to be tried or that, for some other reason or reasons, there ought to be trials of the relevant claims. R.S.C. O.14 r3(1). In each action the existence of a loan or document of guarantee is admitted but in all except 5 actions, namely 1983 Nos. 4301, 4313, 4315, 4317 and 6768, one or more "common defences" are advanced. By consent evidence in the guarantee action has been deemed sworn or affirmed in the related debt action and, more generally, evidence given in one action is often adopted in another. 4. The first "common defence" is that the express terms of the admittedly common form Facility Letter which constituted or evidenced the terms of the contracts of loan precluded the plaintiffs from calling for repayment at the dates when they purported so to do The second is that by reason of the plaintiffs' knowledge of the borrowers' financial circumstances and of the purposes for which the loans were to be applied terms are to be implied precluding them from calling for repayment at the dates when they purported so to do. The third is that by claiming damages for tort in the earlier action on the basis that the loans had been procured by fraud and were irrecoverable in whole or in part the plaintiffs made an irrevocable election to treat such loans as repudiated and cannot now sue on them. The fourth is that it was expressly agreed between certain borrowers and the plaintiffs' manager. Mr. Folch Vernet, that loans granted for the purchase of shares in Paliburg Investments Ltd. would not become repayable unless and until the borrowers could show a profit of at least 10% on their purchases. And finally, in relation to the guarantees, that they were unenforceable having been given, as the relevant Statements of Claim in their unamended or unreamended form averred, for past consideration. Insofar as issues of fact arise it is accepted that the Court should not seek to determine them on affidavit evidence and that for purposes of legal argument the defendants' versions should prevail. 5. The Court's determination of certain of the questions of law arising, subject to appeal, may well be conclusive. Where the necessary materials are available I shall do my best to resolve them. Unless unavoidable it would be wrong to require the parties who have amended their pleadings pursuant to R.S.C. 020 r3(1) or reamended pursuant to 020 r5(1), filed further evidence and spent the best part of 9 days making careful and cogent submissions on such questions again to rehearse them at a trial. 6. A number of matters not appearing in evidence are agreed for the purposes of this hearing. They are:
7. I shall now consider the "common defences in turn and begin by setting out, by way of illustration, the terms of the Facility Letter relevant to actions 1983 No. 6512 against Punchestown Ltd., the principal debtor, and 1983 No. 4328 against the guarantor, Mr. Anthony Lo. Its terms are substantially reproduced in and relevant to actions 1983 Nos. 6516 and 4327, 4306 and 4480, 6515 and 4329, 4331 and 4487, 4332 and 4330 and 6514 and 4399. In those last two actions the express term of the loan was 2 years from the date of draw-doom. The letter is dated the 23rd September 1981 and addressed to Punchestown Ltd., for the attention of Mr. Anthony Lo. It reads:
8. This Letter was signed on behalf of the plaintiffs by Mr. Folch Vernet as managing director and by Mr. P. Wong as manager. 9. Upon the duplicate returned by Punchestown Ltd to the plaintiffs appear the words "we hereby accept the above terms" and then there is a signature which, it is common ground, is that of Mr. Anthony Lo "for and on behalf of Punchestown Ltd." I accept that the Facility Letters are documents to be construed contra proferentem. 10. The defendants submit, as a matter of construction, that the material words which define the word "facility" are "HK$1,900,000 term loan repayable by 84 monthly instalments" and, in consequence, that the loan is not required fully to be redeemed until 1988; rendering the action premature The words "while it is our intention that this facility will be made available to you up to the review date (in this case, the 30th September 1982) we reserve the right at all times to reduce or withdraw this facility at our sole discretion" are they say, no more than an indication of the period during which the offer constituted by the Letter will remain open. Once the offer is accepted that clause has no further effect. This does not accord with my understanding of the meaning of "review date" as I shall seek to explain. 11. Beyond question the Letter constitutes an offer and what is offered is HK$1,900,000 by way of term loan subject to terms and conditions listed and necessarily including those for reduction or withdrawal. Further, on the "review date" not only the terms and conditions but the very existence or continuation of the loan fell for consideration by the lenders. The expression "while it is our intention that this facility will be made available to you up to the review date - we reserve the right at all times to reduce or withdraw this facility" - already defined as a term loan - "at our sole discretion" is, accordingly, not apt to constitute or be regarded as a clause defining the time during which the offer constituted by the Letter was to remain open for acceptance. Looking at the document from the point of view of a potential borrower possessed of normal business acumen and expertise and no more it is, in my view, to be construed as an offer of a term loan or of the continued loan for a term of monies already advanced, subject to conditions one of which reserves to the plaintiffs the right at all times and at their sole discretion to call it in. The intending borrowers would be aware that it was the lenders' present intention, without guarantee as to the future, that the loan should run for some 7 years. Making a commercial judgment they expressly accepted loans on these terms with all the attendant risks. In so finding I rely upon the absence of a default clause in the Letter and upon the considerations that the word "reduced" is apt in relation to a loan but singularly inappropriate to govern the word "offer" and that the provision for a "review date" is in itself inconsistent with an absolute obligation to "maintain the entire loan outstanding for the period contended for. In relation to the review date I would, in any event, refer to and adopt part of the judgment of Mr. Justice Goff in Titford Property Co. Ltd. v. Cannon Street Acceptances Ltd. given on Thursday, the 22nd May 1975, unreported, at page 11 of the transcript:
It is not suggested that a new agreement was negotiated in any material instance on the same or different terms. The loans became ordinary overdrafts after the various review dates had passed. As a matter of construction the loan's could be called in on demand. 12. On occasion "facility" was defined both in terms of overdraft and of' working capital loan and in so far as the working capital loan was subject to money market provisions and the borrower had so been advised the money market provisions would apply so long as they remained applicable after which the express provisions of the Facility Letter would obtain. The facilities were effectively withdrawn by the plaintiffs' demand for immediate repayment. 13. In the Premises I find that the defendants have not raised a triable issue by reference to the express terms of the Facility Letters. 14. The second of the "common defences" involves a consideration of the circumstances in which the relevant loans were made. Unquestionably the plaintiffs knew and required to know the purposes, being a variety of building developments undertaken or contemplated during the then booming property market, for which the loans sought were to be applied and expected them to be repaid when such purposes had been achieved if all went well; being assured of interest meanwhile. Possibly they knew that in certain instances the borrowers' means were limited. This is a far cry from making the plaintiffs quasi partners in the various enterprises and dependent on their borrowers' financial success for the repayment of the loans as the defendants contend. Not only would the implication suggested give rise to corresponding implications binding the borrower both to apply the monies for the contemplated purpose and to get on with his development with acceptable speed but, in my opinion, it would inhibit banks from making loans for development at all. I also believe that the borrowers would have been as astonished as the banks had such suggestion been made to them at the material times even taking into account the unusual background already referred to. It may be pertinent to observe that in several instances the projected developments have even now not been begun. In the alternative it is submitted that the circumstances gave rise to an implication that the loans would not be called in without reasonable notice so as to allow the borrowers the opportunity of seeking alternative sources of finance. Such a term is not repuired to give the contracts of loan business efficacy. I cannot conceive that even Mr. Folch, showing the agreed degree of enthusiasm would have said at the material times "Yes, of course" had this proposition, anymore than the more extreme proposition, been put to him when the loans that he was apparently keen to make were negotiated. William & Glyn's Bank v. Barnes(2) Transcript of that case at paragraph 22.7. What is more, the implications contended for are, in view of my earlier finding, inconsistent with the express terms of tile Facility Letters pursuant to which the loans were made or continued. I have only thought it proper to look at the extraneous circumstances by reason of the poor drafting and possible ambiguity of such Letters. 15. The defendants have not raised a triable issue in relation to either of the implied terms for which they contend. 16. I now come to the third of the "common defences" namely that the plaintiffs are precluded from pursuing their remedies in these actions by reason of an earlier election. From the outset the plaintiffs had a right to claim the return of monies lent and also to claim damages from any party who by fraud had procured them to enter into such contracts to their loss. These rights are not inconsistent. The plaintiffs were not required to make a choice between two courses of conduct. The defendant's rely upon the terms of paragraphs 23, 24, 25, 26 and 27 of the Indorsement of Claim on the Reamended Writ inaction 1982 No. 9151. Paragraph 23 claims as against the four Lo brothers, among others, damages for fraudulent conspiracy and paragraph 24 a declaration that such defendants "hold all monies and all properties and all assets of the plaintiffs misappropriated as result of such fraudulent conspiracy as constructive trustees for the plaintiffs". Paragraph 24 does not involve an acceptance of the repudiation of the contracts of loan. The borrowers in the contracts sued upon in the present proceedings, while named in Schedule A in the context of discovery, are not defendants in the earlier action and, consequently, that paragraph cannot carry the imputation that the proceeds of such loans are held by the Lo brothers as trustees. Paragraph 25 claims "!all necessary accounts and inquiries for the purposes of tracing such monies and all properties and all assets of the plaintiffs" and paragraph 26 "an account of all dealings between those defendants, between themselves and all their nominees and all other companies owned by them between July 1977 and the date hereof". Paragraph 27 claims "an account of all monies advanced to these defendants or any of them by the plaintiffs or either of them howsoever advanced together with payment up to the plaintiffs or either of them of all sums found to be due upon taking of such account and delivery up of any assets or property which may be found or adjudged to be the plaintiffs' or either of them". The only actions with which this Court is now concerned involving claims for monies advanced to one or more of the Lo brothers are 1983 Nos. 4315 and 4317, against Mr Anthony and Mr David Lo respectively, in neither of which is the defence of election raised. No application has been made for a stay on grounds of duplication. Be that as it may the plaintiffs will be precluded from recovering the monies lent to Mr. Anthony and Mr. David Lo twice over Looking at the Reamended writ and the Statement of Claim in action 1982 No. 9151, which must be read together, there is nothing to lead the defendants or any of them to believe that the plaintiffs were choosing to treat the contracts of loan as avoided or repudiated. No more have I any evidence that the defendants or any of them so construed those pleadings or altered their position as a result. The present situation could not be more unlike that obtaining in Verschures Creameries Ltd. v. Hull and Netherlands Steamship Co. Ltd.(3)where, by affirming a contract with an ultimate buyer, the plaintiffs necessarily affirmed the propriety of the inter mediate act of their agents. The terms of paragraphs 98, 106, 107, 108 and 112 of the Statement of Claim in the earlier action are, in my view, consistent only with the affirmation by the plaintiffs of the contracts of loan. Further, the plaintiffs continued to debit the borrowers with interest on the loans, thereby affirming them, after the 5th October 1982; being the date of issue of writ in action 1982 No. 9151. 17. As regards the plea of election I find that the defendants have not raised a triable issue. 18. I now turn to the fourth of the "common defences" which has been referred to in argument as "the Paliburg defence". In February 1981 Paliburg Investment Ltd. announced a 168 million rights issue, one for one, at the price of $2.50 per share. The plaintiffs agreed to sub underwrite this issue to the extent of 30 million dollars. The issue was not taken up by the investing public. Mr. Eddie Lo affirms that in March 1981 he and Mr. Folch Vernet for the plaintiffs agreed:
This he did and other defendants contend that they acquired the banks' shares and received loans on like terms. It is common ground that the shares in Paliburg have not risen, even to this day, to a price which would allow any of the buyers a profit of 10 to 15 or any percent. Accordingly, it is said, no money is due or owing for loans made for the purpose of such acquisitions. In relation to action 1983 No. 4320, in which Mr. Eddie Lo and his wife Alice Lo are defendants, Mr. Eddie Lo's affirmation prima facie raises an issue of fact for determination. However; the plaintiffs draw attention to the somewhat ambiguous paragraph 10 of the same affirmation and to relevant exhibits and submit that it means that the plaintiffs gave the defendant or defendants a loan in order that he or they might take up the shares to which he or they were already entitled by reason of their own holdings either in Paliburg or Regal Hotels Holdings Ltd. By paragraph 15 of a further affirmation made on the 17th August 1983 Mr. Eddie Lo. sought to meet this suggestion by deposing that "the 506,000 Paliburg shares bought by me were not my right issue' but were the plaintiffs' Paliburg shares". As to the balance of 934,000 shares Mr. Eddie Lo deposes in paragraph 14 of his earlier affirmation that these were bought in the open market at Mr. Folch Vernet's request, on behalf of the plaintiffs, for purposes of averaging. In the circumstances I cannot determine whether or not what Mr. Eddie Lo says is true or not. There is an issue to go to trial. Further, not until evidence has been adduced at a hearing will it be possible properly to assess the plaintiffs' submission that the executed agreement or agreements for which the defendants contend in this and related actions are too vague to be enforceable at law. The Court is particularly reluctant to be stigmatised as a destroyer of bargains on applications under R.S.C. O.14 It is also submitted on behalf of the defendants, and I accept, that the subsequent conduct of the parties, involving the rolling over of the loans, was consistent with the purchase by the defendants of the shares which the plaintiffs were holding by reason of their responsibilities as sub-underwriters. The plaintiffs have exhibited no documents in that capacity. No more have they exhibited either extracts from their own books relating to these shares or material correspondence between Paliburg and themselves That the Court may look at subsequent conduct when seeking to construe an alleged oral agreement is established by the case of Mears v. Safecar Security Ltd. (4) at page 878. It is also right to observe that many features alleged by the plaintiffs to be curious in the defences raised are less so if the plaintiffs, by Mr. Folch; did indeed propose them. 19. As to the related actions the terms of paragraph 13 of Mr. Eddie Lo's affirmation made on the 1st July 1983 suffices to raise an issue of fact as to whether or not the plaintiffs' offers, made through Mr. Eddie Lo, were accepted and it follows that issues are raised by cross-reference in each of such actions since it is common ground that the disparities between the suns claimed on the writs and the figures deposed to by Mr. Barry Maddams on behalf of the plaintiffs may well be explained by the effects of roll over and interest charges. It is also common ground that in action 4321 leave to defend as to $3,225,614.35, which relates to a quite different transaction, falls to be given in any event. In relation to action 1983 No. 4320 there will be unconditional leave to defend as to all but $799,429.52 which is clearly unrelated to the Paliburg issue. For this sum there will be judgment for the plaintiffs as it is unaffected by the further considerations relating to R.S.C. O.14 applications. shortly to be considered. There will be unconditional leave to defend in Actions 1983 Nos. 4303; 4309, 4310, 4311, 4312, 4321 and 4322. Unconditional leave to defend will also be given in action 1983 No. 4324 as, albeit some liability is conceded, the amount cannot be ascertained without a trial. Judgment signed in default in action 1983 No. 4301 will be set aside. 20. Turning to action 1983 No. 4316, as an example of an action against guarantors, paragraph 2(a) and (b) of the Re-Amended Statement of Claim recites the indebtedness of the principal debtor in early October 1981 and the offer made by the Facility Letter dated the 14th of that month. Paragraph 4(c) pleads "The terms of the said facility letter became effective on the date of execution of the said guarantee by the defendant and not earlier". If these words are meant to suggest that the contract between the parties was not concluded until such date, alleged in paragraph 4 to be the 25th February 1982, the contention would seem unsustainable. The contract of loan was concluded as soon as the principal debtor, Fairbreeze Ltd signed and returned the duplicate Facility Letter to the plaintiffs Thereupon the plaintiffs became liable to lend or to continue to lend the sum of HK$3.50m. to Fairbreeze who, correspondingly, became liable to pay interest; to furnish a debenture, as they had in fact done in anticipation, and to procure a joint and several guarantee signed by their directors. Nothing in the Facility Letters suggests that the contracts, often relating to loans already made, were not to become effective until or unless the security required was forthcoming. In the alternative by paragraph 4(a) and (b) of the Re-Amended Statement of Claim the plaintiffs plead that by procuring the principal debtor to accept the offer contained in the Facility Letter and by signing the same the defendants personally promised to execute a guarantee in the plaintiffs favour and that in consideration of such promise the plaintiffs made or continued the loan to Fairbreeze. If such a promise could be inferred the plea might be effective but on the materials available I am unable to do so. In procuring the principal debtor to accept the offer made by the Facility Letter and in signing the duplicate the defendants were prima facie acting as and only as directors and not in their personal capacity. No more did they thereby adopt or ratify the terms of the Facility Letter so as to become personally liable on it. Insofar as it is alleged that further advances were made in reliance on the signature of defendants on the Facility Letter, as in 1983 Nos. 4318 and 4319, it is conceded that no further advance was made after the material time to Yau Lay Wah Enterprises Ltd in all instances there is an issue as to the causal relationship between the one and the other. The plea in paragraph 4(d) that it is to be inferred that the plaintiffs would have called in the loan had the guarantee not been executed might in a more routine case readily have been accepted. Gregg v. Bromley (5) at page 491 But in the absence of supporting evidence and having regard to the facts and matters admitted for the purposes of the applications presently before fore the Court I do not feel able to draw this inference either. I should say, however, in relation to the issue of consideration that my views on the law must be regarded as purely provisional and in no wag binding on the parties or persuasive for the judge who in due course hears the actions. This is an area where evidence, cross-examination and discovery may play important roles. All the defendants sued on alleged guarantees who raise this triable issue should have unconditional leave to defend. 21. I have not overlooked the facts that in action 1983 No. 4316 the defendants did not sign the Facility Letter; that in action 1983 No. 4399 the defendants can rely on the counterclaim of Lubbock Investments for $500,000 in action 1983 No. 6514 which arises from the same subject matter and entitles the company to unconditional leave to defend as to this sum that in relation to the fresh advances alleged in action 1983 No. 4318 it is agreed that an issue of fact arises and that Mr. Simon Wong, sued as a guarantor in actions 1983 Nos. 4318, 4319 and 4399, affirms that he was not aware of the existence of the Facility Letters until long after his colleagues as directors of the relevant principal borrowers had signed them. It is conceded that in actions 1983 Nos 4330 and 4487 the defendant is not bound by the certificates of indebtedness exhibited to the affidavits sworn by Mr. Maddams on behalf of the plaintiffs. 22. There will, therefore; be unconditional leave to defend in actions 1983 Nos. 4316, 4318, 4319, 4330, 4399 and 4487. Nonetheless it is to be observed that the forms of guarantee in actions 4330 and 4487 differ from those in other guarantee actions and different considerations arise. 23. It remains to consider whether there are reasons why the Court should not give the plaintiffs summary judgment for the principal sums claimed or refuse to set aside those parts of judgments signed in default which relate to such sums in those actions where it is conceded or where, as a result of findings of law, it is established that no triable issue arises. 24. It is not claimed that the plaintiffs' actions in relation to admitted loans or alleged guarantees are a sham or device as was the case in Miles v. Bull(6) but it is said that the plaintiffs have behaved harshly and unconscionably so that if they are to get a judgment or judgments it should be in the full light of publicity. Bank fur Gemeinwintshaft Aktiengesellschaft v. City of London Garages Ltd. (7) at page 158. 25. As has already been remarked the earlier and related action 1982 No. 9151 makes serious allegations against Mr. Anthony, Mr. Eddie, Mr. Ricky and Mr. David Lo. That action has been the subject of publicity. The writ remains available for public inspection and may be copied R.S.C 6.63 r.4(1)(a). These defendants claim that the allegations are unfounded and that they desire publicly to refute them. They contend that a hearing of the present actions would provide a suitable occasion as they are in no position to ensure that the plaintiffs will bring the earlier action to trial. No more, I would observe, can they ensure that the present actions are brought to trial even when leave to defend is given. By reason of the conclusions already reached, however, many of the present actions will do so if the plaintiffs pursue them If they do not, however, dismissal for want of prosecution apart. the only power available to the Court should the plaintiffs apply to discon-tinue any of the actions they have brought, and then only if fifteen or more days have passed since service of the last defence, R.S.C. O.21 r.2, is to impose "such terms as to costs the bringing of a subsequent action or otherwise as it think just" R S.C. O.21 r.3(1). This terminology is sufficiently wide to permit a statement, the terms of which have been approved by a judge, to be made in Open Court. 26. It follows that the plaintiffs could tomorrow discontinue all current proceedings without leave. It is not a course which is presently foreseeable. Should they do so I consider that the publicity which would result from such a choice following the present judgment, would reasonably suffice the defendants. Should the plaintiffs discontinue at a later stage the powers of the Court already indicated would seem adequate. In any event granting unconditional leave to defend in every case will not materially assist the defendants in this context. There is no other reason, such as that relating to action 1983 No. 6514 or the need for further close investigation by discovery or otherwise, which warrants trials of the claims where it is conceded or has been found that no triable issue arises. 27. There will be judgment for the plaintiffs for the principal sums claimed in actions 1983 Nos. 4301, 4305, 4306, 4307, 4313, 4315, 4317, 4327, 4328, 4329, 4480, 6510, 6511, 6512, 6513, 6515, 6516 and 6768 and and in HK$3,582,128.40 in action 6514.There will be unconditional leave to defend as regards the sums claimed by bray of interest. Application to set aside the judgments signed in actions 4331 and 4332 are refused save in relation to the sums respectively claimed by way of interest. Judgment will be set aside as regards those sums.
(1) (1936) 1 All E.R. at p 534 (2) (1981) Commercial Law Report I at p 13 (3) (1921) 2 K.B. 608 (4) (1982) 2 All E.R. 865 (5) (1912) 3 K.B. 474 (6) (1969) 1 Q.B. 259 (7) (1971) 1W.L.R. 150 Representation: Neville Thomas Q.C., Ronny Wong (Deacons) for two plaintiffs Grabiner Q.C., A. Huggins (Slaughter & May) for Anthony Lo and others and Paul Young Warren Chan (M.K. Lam & Co.) for Eddie Lo and others Philip Lee (D.W. Ling & Co.) for Simon Wong and others | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||