McGee v Queensland Building and Construction Commission
[2016] QCAT 207
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- Unreported Judgment
- McGee v Queensland Building and Construction Commission[2016] QCAT 207
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McGee v Queensland Building and Construction Commission[2016] QCAT 207
McGee v Queensland Building and Construction Commission[2016] QCAT 207
CITATION: | McGee v Queensland Building and Construction Commission [2016] QCAT 207 |
PARTIES: | Daniel Michael McGee (Applicant) |
| v |
| Queensland Building and Construction Commission (Respondent) |
APPLICATION NUMBER: | OCR258-14 |
MATTER TYPE: | Occupational regulation matter |
HEARING DATE: | 26 November 2015 |
HEARD AT: | Brisbane |
DECISION OF: | Member Hanly |
DELIVERED ON: | 15 June 2016 |
DELIVERED AT: | Brisbane |
ORDERS MADE: |
|
CATCHWORDS: | ADMINISTRATIVE REVIEW – OCCUPATIONAL REGULATION – PERMITTED INDIVIDUAL – relevant event – whether applicant took all reasonable steps to avoid circumstances leading to relevant event Queensland Building and Construction Commission Act 1991 (Qld) ss 56AC, 56AD Queensland Civil and Administrative Tribunal Act 2009 (Qld) s 20 Younan v Queensland Building Services Authority [2010] QDC 158 Younan v Queensland Building Services Authority [2011] QCA 1 |
APPEARANCES:
APPLICANT: | Mr Lindsay Bowden of Counsel, for the applicant |
RESPONDENT: | Ms Maire Guiney, in-house solicitor, for the respondent |
REPRESENTATIVES:
APPLICANT: RESPONDENT: | represented by QBM Lawyers represented by in-house solicitor |
REASONS FOR DECISION
- [1]Mr McGee was a director of Total Concept Glass Pty Ltd, formerly Total Concept Group Pty Ltd, (TCG), to which voluntary administrators were appointed on 21 August 2014. Consequently, Mr McGee became an excluded individual.[1]
- [2]Mr McGee then made application to the Queensland Building and Construction Commission (QBCC) to be categorised as a permitted individual.[2]
- [3]On 17 October 2014, QBCC refused that application on the basis that it was not satisfied that Mr McGee had taken all reasonable steps to avoid the circumstances that resulted in the relevant event.
- [4]
- [5]The Tribunal may categorise Mr McGee as a permitted individual only if it is satisfied that he “took all reasonable steps to avoid the coming into existence of the circumstances that resulted in the happening of the relevant event.”[5] The “relevant event” referred to in section 56AD(8) refers to the relevant event set out in section 56AC.
- [6]It is necessary, therefore, for the Tribunal to decide the following issues:
- What is the “relevant event”?
- What were the circumstances that resulted in the happening of the relevant event?
- Did Mr MCGee take all reasonable steps to avoid the coming into existence of those circumstances?
- If the threshold issue is satisfied, should the Tribunal exercise its discretion to classify Mr McGee as a permitted individual?
- [7]In determining what those reasonable steps are, the Tribunal must make that assessment “by reference to what was known by (Mr McGee) at the time, without the benefit of hindsight.”[6] It is also not a question of whether Mr McGee did everything possible to prevent the circumstances from arising, or whether they would have arisen if he had acted differently.[7]
Corporate Structure of TCG
- [8]Before examining the issues for determination, it is useful to set out the background provided by Mr McGee as to the corporate structure of TCG, and Mr McGee’s experience in the building industry.
- [9]TCG was incorporated on 2 June 2005. At all relevant times, Mr McGee was the sole director of TCG.
- [10]Mr McGee began work in the construction industry in 1990. He completed a carpentry apprenticeship, and continued in employment as a builder. He established TCG in 2005. The company was successful, and by 2008 it employed 40 staff and by 2010, 60 staff.
- [11]As would be expected in a company of this size, Mr McGee could not carry out all of the duties involved in the management and operation of the company, and he delegated various tasks to others, who were suitably qualified and competent people.
- [12]Mr McGee saw his main role as negotiating with various developers and principal contractors to obtain work for the company, but he kept in touch with the detailed operations of the company through weekly staff meetings.
- [13]Mr McGee employed key personnel to manage the administrative and operational aspects of the company. He also sought external advice from suitably qualified professionals from time to time as required.[8]
- [14]Mr McGee engaged a business consultancy firm to prepare strategic plans and business plans for the continued growth of the company.[9]
- [15]TCG had a defined procedure and policy regarding debt recovery, including utilising the payment claims system set out in the Building and Construction Industry Payments Act 2004 (BCIPA).[10]
What is the “relevant event”?
- [16]The “relevant event” is the appointment of administrators to TCG.
What were the circumstances that resulted in the happening of the relevant event?
- [17]From 2008 to 2014, TCG suffered a number of losses, which ultimately amounted to $5,060,000.00. That figure approximated the amount of the debts owed by TCG to various creditors as identified in the de Jonge Read advice of 3 June 2014.[11]
Robina Town Centre – Taylor
- [18]TCG sustained a loss of $250,000.00 as a result of its work in 2008 for David Taylor Building Services Pty Ltd, on the Robina project. Tragically, the director of the head contractor, Mr Taylor, took his own life in that year. His company was later placed into liquidation. Prior to this, however, the company appeared to have been trading well. TCG lodged a Proof of Debt in relation to the outstanding monies.
- [19]It was submitted on Mr McGee’s behalf, and the Tribunal accepts, that Mr McGee could not have foreseen the untimely death of Mr Taylor, and the events that would flow from that.
A Dart & Co
- [20]A dispute arose between TCG and A Dart & Co over variations performed in a lump sum contract. The amount in dispute was approximately $750,000.00, and because of that dispute A Dart stopped making payments under the subcontract altogether. TCG pursued its rights under the BCIPA legislation and recovered over $800,000.00. However, a loss of approximately $430,000.00 was sustained, plus legal costs of approximately $120,000.00 incurred in court proceedings in which TCG defended 53 allegations about unlicensed work. Ultimately it was found that TCG had only been unlicensed in respect of one area of the work.
- [21]In making that finding, McMurdo J said:
“The outcome is that the defendant was licensed to perform the work required by the original contract save for what was required by cl 13.30. That outcome could be described as curious, because there would appear to be no practical difference in the nature and difficulty of that work and that of the other work required by this contract, much of which involved the installation of even larger pieces of glazing. But it is the result of the drafting of this regulation.”
- [22]Indeed, the evidence discloses that TCG was advised in writing on three occasions by QBSA (as it then was) that QBSA considered that TGC’s licence covered all work under the contract.[12] Mr Morrison’s evidence was not challenged by QBCC, and the Tribunal accepts that evidence.
- [23]Nonetheless, the McMurdo J decision had serious ramifications for TCG, which caused it to appeal the decision. Eventually however TCG entered into a confidential out-of-court settlement with A Dart & Co.
- [24]At the hearing, Mr McGee declined to disclose details of the settlement, on the basis that to do so would breach a term of the settlement agreement.
- [25]QBCC submits that the Tribunal should, by applying the rule in Jones v Dunkel[13] draw an adverse inference from Mr McGee’s refusal to disclose these details.
- [26]The situation here is not that there has been a failure to call a relevant witness, from which the inference could be drawn that the evidence of that witness would not have assisted the party. Instead the witness in question, Mr McGee, declined to disclose details of a confidential settlement, which clearly would have placed him in breach of the agreement to do so.
- [27]The Tribunal draws no such adverse inference against Mr McGee. He quite properly honoured the terms of the confidential agreement, and it is the Tribunal’s view that it could not compel him to breach the agreement.
- [28]The Tribunal accepts the evidence of Mr McGee that in deciding whether to settle the matter he was guided by competent and appropriate legal advice, which included, amongst other things, weighing up the usual considerations of prospects of success and the costs involved in pursuing a matter further.
Azzura
- [29]
- [30]In summary, it is evident that the impact of the “GFC” resulted in TCG suffering a loss of over a million dollars in the Azzura transaction. Mr McGee accepted a transfer of some property from Azzura to salvage something, but overall it was a serious blow to the company’s cashflow.
- [31]The Tribunal accepts Mr McGee’s evidence that in agreeing to the transfer of property, and not taking legal action to recover the whole amount outstanding, that Mr McGee made a reasonable assessment, informed by events of the time, that this was the best he could do on behalf of TCG.
Simcorp
- [32]Mr McGee’s evidence that Simcorp unexpectedly went into liquidation was not challenged. TCG was left with a debt of $570,000.00. Adjudication decisions were obtained under the BCIPA legislation.
- [33]Mr Morrison gave evidence that the loss was discussed with Mr McGee in relation to its effect on the liquidity of the company. However the company had good forward contracts, reasonable cash flow with which to carry on as well as the commitment of Mr McGee to continue to fund the company from his own and family resources. The company was considered to be solvent and able to trade in spite of the lost revenue.[16]
- [34]Mr Morrison further stated that the loss of revenue did not lead directly to the financial problems which overcame the company in May 2014, but did form part of the background circumstances which led to the company being placed into voluntary administration.[17]
Capral – Mon Komo
- [35]TCG was a subcontractor to St Hilliers Construction. Capral was supplying aluminium window systems to TCG. Capral caused delays in supply, and also delivered defective products. The delays caused flow on effects and increased TCG’s costs. St Hilliers levied back charges against TCG because of Capral’s delayed supply. Litigation ensued. TCG engaged competent legal advisers. Ultimately the matter was settled on a confidential basis, but by then direct costs of the litigation amounted to approximately $500,000.00.[18]
- [36]Once again, QBCC submitted that the Tribunal should draw an adverse inference on the basis of Mr McGee’s refusal to disclose the terms of the confidential Capral settlement.
- [37]The Tribunal repeats its findings in paragraph 27 above.
- [38]The Tribunal accepts Mr McGee’s evidence in relation to this matter.[19]
The Press Metal transaction
- [39]TCG was engaged on the “H20” project in 2010. Press Metal Aluminium (Australia) Pty Ltd (PMAA) supplied TCG with sliding door and window systems, which were defective. TCG refused to pay for the goods. PMAA sued. TCG counter-claimed for the cost of rectifying the defects.
- [40]TCG had not entered into a written agreement with PMAA. Mr McGee’s evidence was that in the early days of the business he would proceed on the basis of honouring a handshake agreement. He said that he soon learned that it was necessary to document agreements, particularly after the experiences detailed above. It was then that he put systems and personnel in place to ensure that this was done.[20]
- [41]The matter was protracted. Judgment was given, an appeal was lodged but before it could be heard, the matter settled, after the relevant event, on a confidential basis. The total loss in cash flow was approximately $520,000.00.[21]
- [42]The Tribunal accepts that Mr McGee engaged competent legal advisers, and that his decision to settle was based on advice.
- [43]For reasons already stated, the Tribunal rejects the submission of QBCC that an adverse inference should be drawn against Mr McGee because he declined to disclose the terms of the PMAA settlement.
2014 – Administrators Appointed
- [44]Mr McGee gave evidence of TCG’s activities over the period 2013-2014.[22] He noted that although the company had incurred substantial losses, and also had the pending litigation costs of the PMAA matter, there were business opportunities arising which looked favourable for TCG.
- [45]Mr McGee explained that the effects of the GFC had taken some of TCG’s competitors out of the market and so TCG was then well placed to obtain work in its preferred niche market, namely high-rise residential in south-east Queensland.[23]
- [46]Mr McGee said that TCG had made a profit of $879,000.00 for the financial year ending 30 June 2013.[24]
- [47]Mr McGee considered that, in early 2014, TCG remained solvent. His view was shared by his external accountant, Mr David Sidhu.[25] Mr McGee based his view on his willingness to fund the company so that it could pay its debts, together with the fact that certain of the creditors were not pressing for payment, or that a payment plan had been put in place.
- [48]Mr McGee was planning an expansion into the Sydney market, was sourcing materials in China and was procuring an investment partner by way of a capital contribution of $1,500,000.00.[26]
- [49]However, certain events then unfolded which forced Mr McGee to reassess TCG’s future. Amongst these were the following:
- Mr McGee’s marriage had broken down, and his wife lodged a caveat over their property. This action caused the NAB to freeze various company accounts.[27]
- The Sydney business did not eventuate, after Mr McGee’s Sydney affiliate repudiated his obligations under the arrangements which had been agreed between them.[28]
- The PMAA liability, including the already incurred liability as to costs, and the threatened application for security for costs.[29]
- The possible default in the payment plans for Alspec and the ATO caused by the caveat and the freezing of the accounts by NAB.[30]
- Mr McGee’s matrimonial affairs generally, but particularly the property settlement.[31]
- [50]During the course of discussions with his lawyers in relation to the property settlement, Mr McGee was advised that he should seek further advice about the state of TCG. He subsequently sought advice from specialist business consultants, de Jonge Read.[32]
- [51]Mr McGee had meetings with Messrs Heany and Durbridge. Mr Durbridge provided written advice to Mr McGee, and was subsequently engaged to implement that advice.[33]
- [52]Mr Durbridge formed the view that the difficulties encountered by TCG arose through a number of significant events beyond Mr McGee’s control, and not because of any shortcomings as a builder, manager or business administrator.[34] Mr Durbridge advised Mr McGee on the restructuring of the company, which advice Mr McGee followed.
Did Mr McGee take all reasonable steps to avoid the coming into existence of the circumstances leading to the relevant event?
- [53]Keeping books of account – Mr McGee gave evidence that TCG maintained proper books of account and financial records. He employed appropriately qualified staff to do so, and also engaged external consultants as required.
- [54]Mr Sidhu gave evidence that the accounting books and records were adequately supplied, maintained, documented and reported.[35]
- [55]
- [56]QBCC noted the evidence given by Mr McGee that TCG recorded different figures in different balance sheets for different purposes. On this basis QBCC submits that Mr McGee failed to ensure that TCG was keeping proper books and records.
- [57]Mr Williams was cross-examined about this issue, and said that there was no inconsistency between the figures, because the MYOB and the business plan were used for different purposes, and each was correct for the purposes for which they were intended. He further stated that there was “no way” that such differences amounted to evidence that proper books and records were not kept by TCG.[38]
- [58]Similarly in relation to the inclusion of goodwill in a business plan which was intended for use by TCG as a marketing tool, Mr Williams once again stated that by doing this TCG was not recording historical data for goodwill, but rather what could be achieved. Mr Williams further observed that a business plan was not to be regarded as part of the books and records of the company, but was a marketing tool to reflect where the business might be if it had been able to raise the capital it sought.[39]
- [59]Mr Haley, QBCC’s expert, agreed that this was not an unreasonable approach in a business plan.[40]
- [60]QBCC also took issue with TCG’s stock takes, which QBCC submitted, were not carried out at regular intervals, but rather when each project was nearing completion.
- [61]Mr Haley expressed the view that a business the size of TCG should have had a job costing system that would have enabled it to know what materials and what work in progress applied to every job. He also considered that a perpetual stock system would have allowed TCG to know what the stock was at any given time.
- [62]However, when questioned by the Tribunal, Mr Haley conceded that stock takes did appear to have been done. He was not prepared to state that TCG had not kept proper books and records because it had not carried out stock takes in the way that Mr Haley thought was optimal.[41]
- [63]Mr Williams dealt with this issue in his report.[42]
- [64]Mr Williams gave evidence in relation to the Capral matter, and how the sum of $1,938,719.00, representing losses and damages sustained by TCG, was recorded in TCG’s books. It was his view that it was within acceptable accounting procedures for this sum to have been included as an asset. He further noted that if Mr Morrison honestly and genuinely believed at the time of preparation of the financial statements that that was the sum which TCG was likely to recover, then his belief at the time was the critical factor. [43]
- [65]
- [66]
- [67]The Tribunal accepts the evidence of Mr McGee, Mr Morrison, Mr Sidhu and Mr Williams in relation to the keeping of proper books of account. The Tribunal also notes the evidence of Mr Haley and in particular the concessions made by him in relation to those matters with which QBCC had taken issue.
- [68]The Tribunal is, in any event, not satisfied that if there were any errors in TCG’s books and records that they were a factor in the happening of the relevant event.
- [69]Obtaining legal and financial advice – Mr McGee gave evidence that he sought appropriate advice in relation to financial and legal matters, as needed. He also employed suitably qualified people within the company so that the operations of the company took place within a structured, orderly and well-supervised framework.
- [70]Mr Morrison’s professional qualifications are set out in his statement dated 30 January 2015.[47] He commenced work with TCG in February 2007, and from January 2010 was TCG’s Legal and Contracts Manager. In that role, he assisted Mr McGee with the general running, operation and management of all facets of the company. His day-to-day responsibilities are particularised in his statement.[48]
- [71]Mr Sidhu was TCG’s accountant and tax agent from December 2012. His professional qualifications are set out in his statement dated 27 January 2015.[49] He met as a minimum on a monthly basis with Mr McGee. He reviewed books and records at TCG’s office and at other times would request reports to be sent to his office for review, or for a meeting with Mr McGee. After these reviews, discussions would be held as to the company’s performance, targets and financial trajectory.[50]
- [72]Mr Mark Witchard was the Factory Manager, and managed the logistics and transport requirements of the company. Mr Robert Richards was the company’s General Manager. Later Mr Michael Dunn was appointed to this role.
- [73]Mr McGee engaged Thexton Armstrong Pty Ltd to prepare strategic plans and business plans.[51]
- [74]In all of the litigation in which TCG was involved, Mr McGee engaged competent solicitors and counsel. He was guided by their advice, and entered into settlement agreements, which he deemed to be prudent and necessary.
- [75]QBCC criticised Mr McGee for failing to enter into written contracts in some matters, in which litigation subsequently occurred.
- [76]Mr McGee gave evidence that TCG entered into contracts with suppliers according to standard terms and conditions. He explained that in a fiercely competitive market TCG was unable to negotiate beyond those terms.
- [77]Mr McGee pointed out that it would have made no difference if TCG had written contracts in the Capral and PMAA litigation. This was because the nature of the litigation centred on the delivery of defective products, which in each instance the suppliers refused to acknowledge.
- [78]The Tribunal accepts Mr McGee’s evidence in this regard. The tribunal is satisfied that Mr McGee acted reasonably, in the circumstances in which he found himself at the time, in entering into contracts with suppliers according to standard terms and conditions.
- [79]The Tribunal further accepts that Mr McGee employed suitably qualified personnel within his organisation, and also sought external advice from suitably qualified professionals as and when required.
- [80]QBCC also criticised Mr McGee in relation to unlicensed work carried out in the Dart matter, however the Tribunal accepts Mr McGee’s evidence[52] about the limited nature of the unlicensed work, and also Mr Morrison’s evidence that TCG was proceeding on the basis of advice it had received from (then) QBSA.[53]
- [81]TCG appealed the decision of P McMurdo J[54] but the matter was ultimately settled, as discussed above.
- [82]The Tribunal accepts that Mr McGee acted appropriately, having taken professional advice, in managing and dealing with this dispute.
Fraud and Guarantees – neither is in issue here
Credit management
- [83]Mr McGee gave evidence as to TCG’s policy and procedures in relation to debt recovery. TCG availed itself of its entitlements under the BCIPA legislation. TCG sought recovery of its debts as soon as reasonably practicable.
- [84]TCG had an accounts manager who initiated necessary steps to request prompt payment of outstanding accounts. If those steps did not result in payment, the matter was progressed to Mr Morrison.[55]
- [85]
- [86]The Tribunal accepts the evidence of Mr McGee, Mr Morrison and Mr Sidhu. The Tribunal is satisfied that TCG had appropriate policies and procedures in place for credit management, and that competent and diligent personnel had charge of the process, under the direct knowledge and supervision of Mr McGee.
- [87]QBCC submits that TCG’s failure to enter into written agreements with its suppliers and contractors in the initial stages of the business demonstrates a failure by Mr McGee to take all reasonable steps to prevent the circumstances that Mr McGee alleges resulted in the happening of the relevant event.
- [88]The Tribunal does not accept that the losses sustained by TCG came about because TGC had failed to enter into written agreements. The Tribunal repeats its findings in paragraph 78 above.
Provision for Commonwealth and State taxation debts
- [89]Mr McGee gave evidence of TCG’s history in respect of this category of debt. He pointed out that at one stage in 2009, TCG was in credit to the ATO for a sum in excess of $19,000.00.
- [90]Following the collapse of various builders, to which reference has been made earlier in these reasons, TCG fell into arrears with the ATO. The Tribunal has accepted that these collapses were not within Mr McGee’s control. However, once they occurred, Mr McGee put in place payment plans with the ATO, and those plans were adhered to until the time that the administrators were appointed. His evidence was that TCG needed to approach the ATO from time to time when a payment plan was no longer achievable, because of some further impact on cash flow, and then a new plan was entered into.[58]
- [91]Mr Sidhu gave evidence that the making of a payment plan, and adhering to that plan, constituted adequate provision for the payment of taxes.[59]
- [92]The Tribunal accepts that Mr McGee, through his employees or personally, was in regular contact with the ATO, and that as one payment plan became unviable, another plan was negotiated.
- [93]The Tribunal is satisfied that this demonstrates that Mr McGee acknowledged TCG’s obligations to the ATO, and that he was at all relevant times endeavouring to meet those obligations through payment plans. This, in the Tribunal’s view, was a reasonable course for Mr McGee to follow in the circumstances of the time, where TCG’s cash flow was impacted by other factors beyond Mr McGee’s control.
Should the Tribunal exercise its discretion to classify Mr McGee as a permitted individual?
- [94]The Tribunal is satisfied that Mr McGee took all reasonable steps to prevent the circumstances that resulted in the happening of the relevant event. Mr McGee was not obliged to take every possible step to prevent those circumstances. Furthermore, the test is not whether Mr McGee might, with the benefit of hindsight, have acted differently.[60]
- [95]It follows that the Tribunal must now determine whether to exercise its discretion to classify Mr McGee as a permitted individual.
- [96]QBCC submits that there are a number of factors militating against the exercise of discretion. The first of these relates to the business plan, and the valuation of assets in which an amount of $7.5 million was included as goodwill.
- [97]Mr Haley, however, ultimately agreed that it was not unreasonable for the business plan to have been prepared as it was, for the purpose for which it was intended, namely as a marketing tool.[61]
- [98]The second issue raised by QBCC relates to alleged phoenix activity by virtue of the sale of TCG’s business to Total Lifestyle Windows Pty Ltd (TLW).
- [99]
- [100]
- [101]Mr Durbridge referred to the sale to TLW, and in particular the steps that were taken prior to sale to determine the fair market value of TCG. He stated that the nature of this transaction was distinctly different to an undervalued transaction where a business and business assets are transferred to a new entity without proper consideration being paid by the purchaser.
- [102]Mr Durbridge also pointed out that as part of the sale transaction, TLW assumed more liabilities from TCG than the value of the assets it received. Accordingly, the transaction reduced the creditor claims in the voluntary administration of TCG and ultimately provided a better return to creditors.
- [103]None of these witnesses was cross-examined on the alleged phoenix activity.
- [104]The Tribunal accepts the evidence of these witnesses, and is satisfied that there was no phoenix activity, as alleged.
- [105]Finally, QBCC contends that the evidence about the GFC and its impact on business generally, and TCG in particular, should be regarded as opinion evidence only, and should not be accepted as causing any of the disputes or the various circumstances claimed by Mr McGee as resulting in the happening of the relevant event.
- [106]The Tribunal completely rejects this submission. It is perfectly evident that the GFC had major impacts on many businesses, both in Australia and worldwide. It would be folly, in the Tribunal’s view, to take such a dismissive approach to the effects of this event.
- [107]Mr McGee included the effects of the GFC as one of several factors which caused problems for TCG. There were, however, numerous factors which were finally the catalysts, over which Mr McGee had no control; (as indeed, he had no control over the GFC and its tsunami effect).
- [108]The Tribunal has accepted Mr McGee’s evidence, and the evidence of his witnesses, as to those matters.
- [109]The Tribunal is satisfied that it should exercise its discretion to classify Mr McGee as a permitted individual. The Tribunal orders accordingly.
Footnotes
[1] Queensland Building and Construction Commission Act 1991 (QBCC Act), s 56AC(3).
[2] Ibid s 56AD.
[3] Ibid s 86(1)(j); Queensland Civil and Administrative Tribunal Act 2009 (QCAT Act) s 9(1).
[4] Section 20 (QCAT Act).
[5] Section 56AD(8) QBCC Act.
[6] Younan v QBSA [2010] QDC 158 at para [26].
[7] Ibid.
[8] See Exhibits 1, 4, 5, 8, 9.
[9] Statement of Daniel Michael McGee dated 29 January 2015 – Exhibit 1 para 11.
[10] See Exhibits 1, 4, 5.
[11] Exhibit 1 Annexure 3.
[12] Evidence of Andrew Morrison – Transcript 1-55 line 45 and 1-56 line 5.
[13] Jones v Dunkel [1959] 101 CLR 298.
[14] Exhibit 1 para 29.
[15] Transcript 1-13 lines 3-23.
[16] Exhibit 5 para 22(i) and Exhibit 1 paras 30-32.
[17] Exhibit 5 para 22(j).
[18] Exhibit 1 para 43.
[19] Exhibit 1 paras 37-43.
[20] Transcript 1-36 line 35 and 1-37 lines 3-5.
[21] Exhibit 1 paras 44-48.
[22] Exhibit 1 paras 49-64.
[23] Exhibit 1 para 49.
[24] Exhibit 9 para 12.
[25] Exhibit 1 para 56; Exhibit 9 para 25.
[26] Exhibit 1 para 60.
[27] Exhibit 1 para 61(a); Exhibit 6 paras 14-18.
[28] Exhibit 1 para 61(b).
[29] Exhibit 1 para 61(c).
[30] Exhibit 1 para 61(d).
[31] Exhibit 1 para 63.
[32] Exhibit 1 para 64.
[33] Exhibit 15 para 12.
[34] Exhibit 15 para 16.
[35] Exhibit 9 paras 13-19.
[36] Exhibit 8.
[37] Exhibit 8 para 2.3.
[38] Transcript 1-96 lines 26-35.
[39] Transcript 1-91 lines 34-37.
[40] Transcript 1-115 line 41.
[41] Transcript 1-116 and 1-117.
[42] Exhibit 8 page 10.
[43] Transcript 1-89 line 40 to 1-90 line 24.
[44] Transcript 1-48 to 1-50.
[45] Transcript 1-103 line 32-34; 1-108 lines 7 and 9
[46] Transcript 1-103 lines 36-47; 1-104 lines 1-11
[47] Exhibit 4 para 2
[48] Exhibit 4 para 3
[49] Exhibit 9 para 2
[50] Exhibit 9 paras 16-19
[51] Exhibit 1 paras 7-14
[52] Transcript 1-10 lines 25-42
[53] Transcript 1-55 line 45 and 1-56 line 5
[54] Dart Holdings Pty Ltd v Total Concept Group Pty Ltd [2012] QSC 158
[55] Exhibit 1 paras 18-20
[56] Exhibit 4 paras 11-21.
[57] Exhibit 9 paras 20 and 25.
[58] Transcript 1-15 and 1-16.
[59] Exhibit 12 – see also T1-61 lines 12-13.
[60] Younan v QBSA [2010] QDC 158.
[61] Transcript 1-112 line 6; 1-115 lines 41-43.
[62] Exhibit 8 pages 12 and 13 “Part 4 Comments by Natasha Dennis”.
[63] Exhibit 8 page 13 part 4.2.
[64] Exhibit 2 paras 6-7.