David Hambleton as joint and several Liquidator of Sky 5 Pty Ltd and Ors v Tuxford and Anor (No 7) [2011] QCAT 558

CITATION: David Hambleton as joint and several Liquidator of Sky 5 Pty Ltd and Ors v Tuxford and Anor (No 7) [2011] QCAT 558 PARTIES: David Hambleton as joint and several Liquidator of Sky 5 Pty Ltd (Applicant OCL031-11 and OCL046-11) Stephane Nijskens (Applicant OCL032-11) Stephane Nijskens Gerda Nikskens (Applicants OCL047-11) v Stanley Gordon Tuxford Kevin George Hutchinson APPLICATION NUMBERS: OCL031-11 / OCL032-11 / OCL046-11 /OCL047-11 MATTER TYPE: Other civil dispute matters HEARING DATE: On the papers HEARD AT: Brisbane DECISION OF: Sandra G Deane, Member DELIVERED ON: 14 November 2011 DELIVERED AT: Brisbane ORDERS MADE: [1] Pursuant to section 530 of the Property Agents and Motor Dealers Act 2000, the Chief Executive of the Department of Employment, Economic Development and Innovation pay to: a) the applicant, Stephane Nijskens the sum of $139,311.95. b) the applicants, Stephane Nijskens and Gerda Nijskens the sum of $14,554.54. [2] Pursuant to section 489 of the Property Agents and Motor Dealers Act 2000, the Chief Executive shall not pay the amounts until the end of the period allowed for appeal, and if there is an appeal, until the appeal is finally decided. [3] Pursuant to section 488(3)(c) of the -- 1 of 12 -- 2 Property Agents and Motor Dealers Act 2000 the respondent Mr Tuxford is the person who contravened in terms of section 470(1) and who is liable for the financial loss of the applicant, Stephane Nijskens and the applicants, Stephane Nijskens and Gerda Nijskens. [4] Upon payment of the sum of $139,311.95 from the Claim Fund to Stephane Nijskens, the respondent Mr Tuxford is liable to reimburse the Claim Fund by paying the sum of $139,311.95 to the Chief Executive of Employment, Economic Development and Innovation. [5] Upon payment of the sum of $14,554.54 from the Claim Fund to Stephane Nijskens and Gerda Nijskens, the respondent Mr Tuxford is liable to reimburse the Claim Fund by paying the sum of $14,554.54 to the Chief Executive of Employment, Economic Development and Innovation. CATCHWORDS: PROPERTY AGENTS AND MOTOR DEALERS – Claim against the fund by liquidator and purchaser – whether an event which caused financial loss – whether neglect or default of claimant reduces amount payable Property Agents and Motor Dealers Act 2000, ss 469, 470, 476, 488, 492, 530, 574 APPEARANCES and REPRESENTATION (if any): These matters were heard on the papers in accordance with section 32 of the Queensland Civil and Administrative Tribunal Act 2009. REASONS FOR DECISION Background [1] The Tribunal has received a number of claims against the claim fund set up under the Property Agents and Motor Dealers Act 2000 (the Act) with the Department of Employment, Economic Development and Innovation (―OFT‖) involving Mr Tuxford and Mr Hutchinson. The claims essentially arise from allegations against Mr Tuxford and Mr Hutchinson in similar circumstances although amounts claimed differ. These claims were -- 2 of 12 -- 3 referred by OFT to this Tribunal for determination.1 Mr Tuxford and Mr Hutchinson have chosen not to participate in the Tribunal proceedings. [2] Many of the claims are made by Mr Hambleton as liquidator of Sky 5 Pty Ltd in respect of claims admitted in the liquidation and in respect of which some dividends have been paid. In some instances claims have been made by the liquidator and by the purchaser in respect of the same contracts for the sale of land. [3] The claim in OCL031-11 is for $135,000 and made by the liquidator in respect of three contracts entered into by Stephane Nijskens (―the male Purchaser‖). [4] The claim in OCL032-11 is made by the male Purchaser in respect of the same three contracts together with claims in respect of Lot 4 and Lot 84. [5] The male Purchaser originally sought payment from the fund of $285,000 plus interest being $185,000 for deposits paid in relation to Lots 85, 73, 51 and 4 plus interest and $100,000 plus interest in respect of Lot 84 ($22,000 for deposit and $78,000 plus interest in relation to the costs of renovating a house). [6] The claim in OCL046-11 is for $22,000 and made by the liquidator in respect of a contract entered into by Stephane Nijskens and Gerda Nijskens (―the Purchasers‖) in respect of Lot 84. [7] The claim in OCL047-11 is made by the Purchasers in respect of the same contract for Lot 84. [8] The Purchasers originally sought payment from the fund of $132,813 plus interest being: a) $22,000 for the deposit paid in relation to Lot 84; b) $47,464 for materials; c) $28,000 for the Purchasers‘ labour; d) $4,700 for maintenance and legals; e) $30,649 for interest. [9] On or about 26 February 2011 the male Purchaser sought to amend his claim in OCL032-11 and the Purchasers sought to amend their claim in OCL047-11 by $500,000 plus ongoing interest. [10] On 1 March 2007 the male Purchaser paid a deposit in the sum of $50,000 in respect of a contract to purchase lot 85 Waverley Views Estate, Pimpama (―the Lot 85 Contract‖). The deposit was paid in cash to Mr Tuxford. [11] Under the Lot 85 Contract: 1 Section 476(1) of the Act requires that the Chief Executive refer the claim to the Tribunal if it exceeds $10,000.00. -- 3 of 12 -- 4 a) the Vendor was stated to be Sky Pty Ltd (first page) and Sky 5 Pty Ltd (Annexure A). b) the Deposit Holder was stated to be Sky Pty Ltd. c) the Agent was stated to be ―N/A‖. [12] Mr Tuxford witnessed the male Purchaser‘s and the Vendor‘s signature on the Lot 85 Contract. Mr Hutchinson appears to have signed the Lot 85 Contract on behalf of the Vendor. [13] On 22 February 2007 the male Purchaser paid a deposit in the sum of $50,000 in respect of a contract to purchase lot 73 Waverley Views Estate, Pimpama (―the Lot 73 Contract‖). The deposit was paid in cash to Mr Tuxford. [14] Under the Lot 73 Contract: a) the Vendor was stated to be Sky Pty Ltd. b) the Deposit Holder was stated to be Sky Pty Ltd. c) the Agent was stated to be ―Stan Tuxford‖. [15] Mr Tuxford signed and provided to the male Purchaser a PAMD Form 27c, Selling Agent‘s Disclosure to Buyer in relation to lot 73. [16] Mr Tuxford witnessed the male Purchaser‘s and the Vendor‘s signature on the Lot 73 Contract. Mr Hutchinson appears to have signed the Lot 73 Contract on behalf of the Vendor. [17] On 10 August 2006 the male Purchaser paid a deposit in the sum of $35,000 in respect of a contract to purchase lot 51 Waverley Views Estate, Pimpama from Sky 5 Pty Ltd (―the Lot 51 Contract‖). The deposit was paid by bank cheque payable to Sky 5 Pty Ltd and was provided to Mr Tuxford. [18] Under the Lot 51 Contract: a) The Deposit Holder was stated to be Sky 5 Pty Ltd. b) the Agent was not stated. [19] Mr Hutchinson appears to have signed the Lot 51 Contract on behalf of the Vendor. [20] On 10 December 2007 the male Purchaser paid a deposit in the sum of $50,000 in respect of a contract to purchase lot 4 Waverley Views Estate, Pimpama (―the Lot 4 Contract‖) by money transfer to a bank account in the name Eco Smart Homes. [21] Under the Lot 4 Contract: a) the Vendor was stated to be Sky Pty Ltd (first page) and Sky 5 Pty Ltd (Annexure A). b) the Deposit Holder was stated to be Sky Pty Ltd. c) the Agent was stated to be ―Stan Tuxford‖. -- 4 of 12 -- 5 [22] Mr Tuxford signed and provided to the male Purchaser a PAMD Form 27c, Selling Agent‘s Disclosure to Buyer in relation to lot 4. [23] Mr Tuxford witnessed the male Purchaser‘s and the Vendor‘s signature on the Lot 4 Contract. Mr Hutchinson appears to have signed the Lot 4 Contract on behalf of the Vendor. [24] The male Purchaser gave evidence that: a) Mr Tuxford provided to him a handwritten note advising the deposit for lot 4 should be transferred to Mr Hutchinson by transferring the deposit to an account in the name of Eco Smart Homes and set out the bank account details; b) Mr Hutchinson, as a director of ―Sky Group‖, agreed in writing to rebate the purchase price on settlement for both Lot 85 and 73 if the male Purchaser paid a cash deposit in respect of each lot. [25] On 3 July 2006 the Purchasers paid a deposit in the sum of $22,000 in respect of a contract to purchase lot 84 Waverley Views Estate, Pimpama from Sky 5 Pty Ltd (―the Lot 84 Contract‖). The deposit was paid by providing a bank cheque payable to Sky 5 Pty Ltd to Mr Tuxford. [26] Under the Lot 84 Contract: a) the Deposit Holder was stated to be Baker Johnson Solicitors; b) the Agent was stated to be ―Stan Tuxford R/E‖; c) special conditions provided: i) for the release of the deposit within 7 days of contract signing as a non-refundable deposit; ii) for access to the Purchasers prior to registration for renovations. [27] Mr Tuxford witnessed the Purchasers‘ signatures on the Lot 84 Contract. [28] Mr Hutchinson appears to have signed the Lot 84 Contract on behalf of the Vendor. [29] Mr Tuxford signed and provided to the Purchasers a PAMD Form 27c, Selling Agent‘s Disclosure to Buyer in relation to Lot 84. [30] The Purchasers gave evidence that: a) Mr Tuxford represented to them that they could renovate the house before settlement and he would then be able to use the house as a sales office; b) they renovated a house located on Lot 84; c) they expended in excess of $78,000 on the renovations; d) Mr Tuxford used the renovated house as a sales office and paid no amount to the Purchasers; e) after the Lot 84 Contract did not complete they were unable to negotiate with Land Equity Pty Ltd and the renovated house was eventually bulldozed. -- 5 of 12 -- 6 [31] An external administrator was appointed to Sky 5 Pty Ltd effective 30 April 2008. Subsequently liquidators were appointed. [32] The male Purchaser lodged a proof of debt in the liquidation in respect of each of the Lot 85, 73 and 51 Contracts which has been accepted. The liquidator therefore acknowledges that Sky 5 Pty Ltd was the Vendor in each of the Lot 85, 73 and 51 Contracts. [33] On the balance of probabilities Sky 5 Pty Ltd was the Vendor under the Lot 4 Contract. [34] Sky 5 Pty Ltd defaulted on all Contracts. [35] The deposits had not been placed into a trust account, had been disbursed and were not available to be refunded either to the male Purchaser or the Purchasers. [36] The male Purchaser lodged a proof of debt in the liquidation and has been paid the sum of $45,688.05 being a dividend of $0.33843 in the dollar. [37] The Purchasers lodged a proof of debt in the liquidation. The liquidators admitted a claim of $69,464 ($22,000 for deposit and $47,464 for materials associated with the renovation). The Purchasers have been paid the sum of $23,508.70 being a dividend of $0.33843 in the dollar (of this amount $7,445.46 relates to the deposit). Licence and Corporate and Business Name Details [38] Mr Tuxford held a Real Estate Agent Principal‘s Licence from 29 October 2004 and valid until 29 October 2010. [39] Mr Hutchinson held a Real Estate Agent Principal‘s Licence from 17 April 2002 which expired 17 April 2008 and a real estate corporation licence from 17 April 2002 which expired 17 April 2007. [40] Sky 5 Pty Ltd and other Sky corporate entities appointed Mr Tuxford as their agent by a PAMD Form 22a dated 18 June 2006 in respect of Lots 1 – 98 ―Waverley Views‖, Pimpama. Mr Hutchinson on behalf of Sky (Group) Pty Ltd purported to appoint Mr Tuxford as its agent by a PAMD Form 22a dated 17 June 2006 in respect of Lot 84 Dunraven Drive, Pimpama. [41] Mr Hutchinson was appointed a director of Sky 5 Pty Ltd on 22 November 2004 and remained a director at all relevant times. Mr Hutchinson was one of two equal shareholders of Sky 5 Pty Ltd at all relevant times. [42] Sky 5 Pty Ltd did not hold a real estate corporation licence and did not maintain a trust account under the Act. [43] Mr Hutchinson was appointed a director of K & K Development Group Pty Ltd on 23 April 2007 and remained a director at all relevant times. Mr Hutchinson was one of two equal shareholders of K & K Development Group Pty Ltd at all relevant times. -- 6 of 12 -- 7 [44] Liquidators were appointed to K & K Development Group Pty Ltd on 20 June 2008. The report to creditors dated 8 August 2008 stated that there were no assets owned by the company. [45] Mr Hutchinson and his daughter, Emma Hutchinson, and Sky 1 Pty Ltd commenced carrying on business under the business name Sky Group of Companies on 1 April 2004 and ceased to carry on such a business on 1 August 2006. From that time the business was registered as being carried on by Haloom 1 Pty Ltd. There is no evidence before the Tribunal as to the directorships or shareholding of Haloom Pty Ltd. [46] K & K Development Group Pty Ltd commenced carrying on business under the business name Eco Smart Homes on 2 May 2007 and ceased to carry on such a business on 26 July 2009. [47] Land Equity Pty Ltd entered into contracts with Sky 5 Pty Ltd and other Sky corporate entities for the sale of land in the Waverley Views Estate which was required to be subdivided. [48] Sky 5 Pty Ltd entered into contracts with various persons to ‗on-sell‘ lots in the Waverley Views Estate. These on-sale contracts were effectively subject to the plan of subdivision registering and settlement of the relevant Land Equity and Sky 5 contract. [49] Land Equity gained registration of the relevant lots in April 2009. Claim [50] Mr Hambleton as liquidator of Sky 5 Pty Ltd claims loss suffered by Sky 5 Pty Ltd‘s inability to complete contracts with Land Equity and therefore the resulting liability to return the deposits to creditors of Sky 5 Pty Ltd in respect of contracts for the sale of land at Waverley Views Estate. Law [51] Section 488 of the Act provides that the Tribunal may allow a claim for compensation only if it is satisfied, on the balance of probabilities: a) that an event mentioned in section 470(1) of the Act happened; b) the claimant suffered financial loss because of the happening of the event. [52] The events are actions by a relevant person. [53] Section 469 of the Act provides that relevant person includes a licensee, former licensee and a person who is not a licensee but who acts as a licensee. [54] Further pursuant to section 488 of the Act the Tribunal must also take into account any amount the claimant might reasonably have received or recovered if not for the claimant‘s neglect or default and any amount -- 7 of 12 -- 8 ordered to be paid to the claimant as compensation to the claimant under sections 530A, 572D or 592A of the Act. [55] If the Tribunal allows the claim wholly or partly it must decide the amount of the loss and name the person liable. [56] Section 530 of the Act provides that the Tribunal may make the following orders in relation to a claim against the fund— a) an order allowing the claim, wholly or partly, or rejecting the claim; b) an order stating that a named person is liable for a claimant's financial loss and the amount of the loss; c) an order about recovery of an amount payable in relation to a claim; d) an order that no amount is recoverable in relation to a claim. [57] Section 492(2) of the Act provides that a claimant may not recover from the fund for a single claim an amount more than $200,000. [58] The Tribunal has no inherent powers. Its powers are set out in the Queensland Civil and Administrative Tribunal Act 2009 or in enabling legislation such as the Act and its regulations. The Tribunal has no discretion or power to increase the limit on claims payable from the fund. [59] Section 492(5) of the Act provides that interest is not payable from the fund in relation to a claim allowed against the fund. [60] No amount can be payable for interest claimed by the male Purchaser or the Purchasers. Discussion and Decision [61] A claim may be allowed, either partly or wholly, only if, on the balance of probabilities, an event described in section 470(1) of the Act happened, and the claimant suffered financial loss because of the happening of the event. Further, if the claim is allowed wholly or in part, the matters referred to in section 488(3) of the Act must be considered. Was there an event? [62] Section 470(1)(d) of the Act provides that a person may claim against the fund where the person suffers loss because of a contravention of section 11 of the Land Sales Act 1984 by a licensee appointed by the owner of land to which that Act applies or a relevant person employed by the licensee. [63] Mr Tuxford was a licensee appointed by Sky 5 Pty Ltd, the vendor, and contravened section 11 of the Land Sales Act 1984 in failing to ensure the Contracts provided for an appropriate deposit holder and that the deposit moneys were paid to such a person. [64] There is no evidence that Mr Tuxford or Mr Hutchinson maintained a trust account as required by the Act at the relevant time. -- 8 of 12 -- 9 [65] Section 470(1)(a) of the Act provides that a person may claim against the fund where the person suffers loss because of a contravention by a relevant person of Chapter 12, part 1. Section 379 of the Act (which is in Chapter 12, part 1) provides that a licensee must immediately upon receipt of a deposit pay it into the licensee‘s trust account. [66] Mr Tuxford also contravened chapter 12, part 1 in failing to pay the deposit moneys received in respect of lots 84, 85, 73 and 51 into a trust account. Mr Tuxford did not receive the deposit in relation to lot 4. [67] Mr Gregory Fulton, a former employee of Mr Hutchinson gave evidence that Mr Hutchinson handled all financial aspects of the Waverley Views Estate property sales and that all matters associated with any sales or contracts of the Waverley Views Estate were handled directly between Mr Tuxford and Mr Hutchinson. [68] The OFT investigation revealed that: a) Sky 5 Pty Ltd‘s bank records show a cheque in the sum of $35,000 was paid into its account on 10 August, 2006, which was the date the male Purchaser provided a cheque made payable to Sky 5 Pty Ltd to Mr Tuxford. b) Mr Tuxford asserted that all payments regardless of type were forwarded or paid to Mr Hutchinson. c) Eco Smart Homes‘ bank records show payment by the male Purchaser of the deposit in relation to Lot 4 in the sum of $50,000 on 10 December 2007. d) Baker Johnson did not receive the deposit for Lot 84; e) at the relevant time Baker Johnson had been dissolved and had never provided legal services to Mr Tuxford or Mr Hutchinson relating to the Waverley Views Estate or held deposits. [69] There is insufficient evidence to find that: a) Mr Hutchinson was acting as a relevant person in relation to the sale of these lots at Waverley Views Estate. b) Sky 5 Pty Ltd was a relevant person under the Act. [70] The Purchasers provided to the Tribunal a folder with various original receipts (including eg Bunnings dockets) and other documents in plastic pockets, which apparently related to the renovation costs and other expenses claimed. The folder was not accompanied by a list: a) setting out what each of the documents related to or how these supported the claim. b) totalling various aspects of the claim. [71] The documents did not appear to be ordered in any particular way. [72] At the directions hearing in this matter on 4 August 2011 the Tribunal returned the folder to the male Purchaser, informed him that if the Purchasers wished to rely upon these documents such a list should be -- 9 of 12 -- 10 prepared and the documents ordered in a way that the Tribunal could readily follow the relevance of the documents. [73] The Tribunal has not been provided with the folder of documents with such a list or at all but rather the Purchasers have provided copies of the following: a) TJ Designs P/L Contract – kitchen renovations $7,198.00 b) Bradnam‘s Windows and Doors Invoice $4,359.11 c) Peter Broadbelt Electrical Contractor Order $3,296.00 d) Hodgkinson Plumbing Invoice $2,571.47 e) Middlebrook Glass & Glazing Invoice $ 88.00 [74] These documents evidence that the Purchasers incurred $17,512.58 in relation to renovating the house on Lot 84. [75] The OFT submit that there is no relevant event under section 470(1) of the Act which would entitle the Purchasers to claim amounts in respect of the renovation costs. [76] I have considered whether there has been a contravention of section 574 of the Act by Mr Tuxford. [77] On the evidence of the Purchasers he represented that the Vendor would grant them access to perform renovations prior to settlement. This does not appear to have been false because access was obtained. There is insufficient evidence to make a finding that any other representation was made and that it was false or misleading. Did the Event Cause Financial Loss? [78] If the deposits had been deposited to an appropriate trust account the moneys would have been available to be repaid to the male Purchaser and the Purchasers when each of the Contracts did not complete. [79] Accordingly the Tribunal finds that each of Sky 5 Pty Ltd, the male Purchaser and the Purchasers suffered financial loss as a consequence of the events. Taking into account the amounts paid to the male Purchaser in the liquidation his loss stands at $139,311.95 in respect of the deposit moneys paid. [80] The Purchaser claims interest on the moneys borrowed to pay the deposits. [81] Taking into account the amounts paid to the Purchasers in the liquidation their loss stands at $14,554.54 in respect of the deposit moneys paid. [82] The male Purchaser in OCL032-11 and the Purchasers in OCL047-11 also claim $500,000 plus interest: a) Full refund of renovations of the house from Lot 84; b) Refund of all costs from RE Murphy receivers; c) Refund of all costs from lawyers; -- 10 of 12 -- 11 d) Refund of all caveats; e) Mental & physical stress on the Purchaser and his family; f) Compound interest on money owed to the bank; g) Compensation for professional misconduct and lost work opportunity; h) Personal time spent over six years leading to much lost time; i) Other personal costs. [83] As stated earlier in these reasons no amount for interest is payable from the fund under the Act. [84] The only evidence before the Tribunal in relation to the additional claims is in relation to the $17,512.58 in respect of renovation costs. [85] This loss was not caused by an event under section 470 of the Act and is not payable from the fund. [86] Other than amounts expressly allowed for above in respect of the deposits I find that there is insufficient evidence of the nature or amount of any alleged financial loss and therefore find that no other amounts are payable from the fund. Section 488(3) Matters [87] In relation to the claim by Sky 5 Pty Ltd , I find that Sky 5 Pty Ltd would not have suffered any loss but for the neglect or default of Sky 5 Pty Ltd. [88] On the balance of probabilities Mr Hutchinson as agent for Sky 5 Pty Ltd directed Mr Tuxford to: a) deposit moneys to the bank account of Sky 5 Pty Ltd (Lot 51); b) pay the cash deposits (Lots 85 and 73) at his direction; c) instruct the Purchaser to pay the deposit (Lot 4) to the bank account of Eco Smart Homes; d) pay the deposit at his direction (Lot 84). [89] Mr Hutchinson was a licensed real estate agent and was in a position to know what steps ought to be taken by companies of which he was a director to ensure deposits were secured pending completion of contracts for sale, where the company was the named vendor. [90] Sky 5 Pty Ltd failed or neglected to ensure that the contracts executed by it provided in accordance with section 11 of the Land Sales Act 1984 for an appropriate deposit holder. [91] Sky 5 Pty Ltd failed or neglected to ensure that the amounts to be received by it were deposited to an appropriate trust account. [92] There is no evidence of any default or neglect on the part of either the male Purchaser or the Purchasers or that any amounts of compensation have been ordered to be paid under sections 530A, 572D or 592A of the Act. -- 11 of 12 -- 12 [93] If I am wrong in finding that financial loss in respect of the renovation costs was not suffered as a consequence of any event under section 470 of the Act then I would need to consider whether there was any default or neglect on the part of the Purchasers in relation to the renovation loss. [94] I find that the Purchasers failed to take any timely actions to protect their financial interests where they were expending significant amounts of money prior to settlement of the contract (an inherently risky activity) and that but for their neglect in this regard no amount of loss would have been suffered. Section 490 Matters [95] Mr Tuxford contravened the Act and is therefore responsible for the financial loss. [96] There is insufficient evidence to find that Mr Hutchinson contravened the Act. Orders [97] Pursuant to section 530 of the Property Agents and Motor Dealers Act 2000, the Chief Executive of the Department of Employment, Economic Development and Innovation pay to: a) the applicant, Stephane Nijskens the sum of $139,311.95. b) the applicants, Stephane Nijskens and Gerda Nijskens the sum of $14,554.54. [98] Pursuant to section 489 of the Property Agents and Motor Dealers Act 2000, the Chief Executive shall not pay the amounts until the end of the period allowed for appeal, and if there is an appeal, until the appeal is finally decided. [99] Pursuant to section 488(3)(c) of the Property Agents and Motor Dealers Act 2000 the respondent Mr Tuxford is the person who contravened in terms of section 470(1) and who is liable for the financial loss of the applicant, Stephane Nijskens and the applicants, Stephane Nijskens and Gerda Nijskens. [100] Upon payment of the sum of $139,311.95 from the Claim Fund to Stephane Nijskens, the respondent Mr Tuxford is liable to reimburse the Claim Fund by paying the sum of $139,311.95 to the Chief Executive of Employment, Economic Development and Innovation. [101] Upon payment of the sum of $14,554.54 from the Claim Fund to Stephane Nijskens and Gerda Nijskens, the respondent Mr Tuxford is liable to reimburse the Claim Fund by paying the sum of $14,554.54 to the Chief Executive of Employment, Economic Development and Innovation. -- 12 of 12 --