creasey v breachwood motors ltd

The case cited illustrates that an equitable remedy is rightly to be granted directly against the creature in such circumstances[. Request Permissions, Editorial Committee of the Cambridge Law Journal. ], This site is protected by reCAPTCHA and the Google. your studies, LinkedIn Learning Therefore, this case makes it unlikely that the courts will ever lift the veil unless there is clear evidence of a transfer to avoid an existing contractual or other liability. This is quite a wide category as it can encompass many types of fraud. (Apparently the summons which was served on Roc Cutri Pontiac was directed to General Motors Corporation.). Finally, in the 1980s the courts returned to a more orthodox approach, typified in Adams v Cape plc. This article uses material from the Wikipedia article Creasey v Breachwood Motors Ltd, and is written by contributors. 605. If hiring the controller then they would know everything about the firm and this can expose them to information that they are not supposed to know. He also decide to insure the timber against loss by fire in his own name. Registered office: Unit 6 Queens Yard, White Post Lane, London, England, E9 5EN. The space for such notation on the summons was left blank. Registered office: Creative Tower, Fujairah, PO Box 4422, UAE. However, the factual evidence was quite unusual. However, before he could claim, Breachwood Welwyn Ltd ceased trading, and all assets were moved to Breachwood Motors Ltd, which continued the this number are charged at the national rate). Creasey was summarily dismissed by Selwyn and filed a claim for damages for unfair dismissal. Creasey v Breachwood Motors Ltd Retrieved from "https://en.wikipedia.org/w/index.php?title=Creasey_v_Breachwood&oldid=372725655" 6. country information, Visa and Consequently, some critics have suggested that there are slim pickings for any precedents in the decision. 3d 62 [110 Cal. Other creditors were paid off, but no money was left for Mr Creasey's claim, which was not defended and held successful in L Sealy and S Worthington, Company Law: Text, Cases and Materials (9th edn Oxford University Press, Oxford, 2010) 51. Critics note that this admits the possibility of lifting the veil to do justice, as in Conway v Ratiu. Recent leading case - setting boundaries to where the veil can be lifted. 65].). Also, there was no evidence of an ulterior or improper motive. February 5, 1971. Hobhouse LJ argued that the reorganisation, even though it resulted in Belhaven Pubs Ltd having no further assets, was done as part of a response to the group's financial crisis. 2. I do not believe that auditors should be generating the reports that they will audit as this limits the amount of internal controls the firm can implement which can lead to questionable situations. Company law Liabilities Corporate veil Substitution Decision reversed Court of Appeal Appeal dismissed. The assets of A Ltd informally transferred from to B Ltd. As a result of this substitution, any judgment against A Ltd would now be worthless. This proposition was emphatically rejected by the Court of Appeal in Adams. In 1989 the Court of Appeal took a different approach in Adams v Cape plc, a case involving a claim for asbestos-related injury against a parent company. For instance, in Creasey v Beachwood Motors the judge lifted the corporate veil in the interests of justice. The original summons was issued July 31, 1968, one day short of one year from the filing of the complaint, the period provided for issuance of summons by Code of Civil Procedure section 581a. The corporate structure is designed to facilitate the efficient conduct of economic activity. Cambridge University Press (www.cambridge.org) is the publishing division of the University of Cambridge, one of the worlds leading research institutions and winner of 81 Nobel Prizes. The House of Lord dismissed the appeal. Copyright 2019 - 2022 SimpleStudying is a trading name of SimpleStudying Ltd, a company registered in England and Wales. Where a company with a contingent liability to the plaintiff transferred its assets to another company which continued its business under the same trade name, the court would lift For more information, visit http://journals.cambridge.org. 3.30 Both the Creasey and Ord cases are illustrations of a classic veil-lifting issue, that of whether the reorganisation of the company was a legitimate business transaction or the motive was to avoid liability. Creasey v Breachwood Motors Ltd [1993] B.C.L.C. Lord Keith doubted that the DHN case was correct. Mr Lee was the only shareholder of the company, the sole governing director of it and he was employed by the company as a chief pilot. App. Mr Creasey was dismissed from his post of general manager at Breachwood Welwyn Ltd. He claimed that this constituted wrongful dismissal, in breach of his employment contract. However, before he could claim, Breachwood Welwyn Ltd ceased trading, and all assets were moved to Breachwood Motors Ltd, which continued the business. demonstrated by the decision of Creasey v. Breachwood Ltd. Motors5 in which the opportunity for the court to utilise the fraud exception was raised. Creasey v Breachwood Motors Ltd (1992) Note: Overruled by Ord case "Motors" appealed against an order making it liable to C in damages. Get free summaries of new California Court of Appeal opinions delivered to your inbox! C Taylor, Company Law (Pearson Education Ltd, Harlow, 2009) 27. 16 January 2009. We'll bring you back here when you are done. demonstrated by the decision of Creasey v. Breachwood Ltd. Motors5 in which the opportunity for the court to utilise the fraud exception was raised. Crease (band) - Crease is an American hard rock band that formed in Ft. Lauderdale, Florida in 1994. Any implied finding by the trial court that Westerfeld was a "General Manager" within the meaning of section 6500 of the Corporations Code is unsupportable, Furthermore, we are not disposed to find that General Motors is estopped to deny Westerfeld's authority because of the alleged statement of his secretary. defendants and Deal Age Ltd. Cases cited: (1) Company, Re aUNK(1985), 1 BCC 99, 421, followed. Essays, case summaries, problem questions and dissertations here are relevant to law students from the United Kingdom and Great Britain, as well as students wishing to learn more about the UK legal system from overseas. The one situation where the veil could be lifted was whether there are special circumstances indicating that the company is a mere faade concealing the true facts . In a limited company, the members liability for the companys debts is limited to the nominal value of their shares. In a declaration filed with the trial court in opposition to the motion to quash, counsel for plaintiffs alleged that he was advised on the telephone by a person purporting to be Mr. Westerfeld's secretary, that Mr. Westerfeld was authorized to receive service of process on behalf of General Motors Corporation. Trustor AB applied to treat receipt of the assets of that company as the same as the assets of Mr Smallbone. There was no umbrella contract, however the EAT was wrongful to find., DANGEROUS Wikiwand is the world's leading Wikipedia reader for web and mobile. Even so, the DHN case remains good law. The defendants denied that the Texas court had jurisdiction over them for the purposesof English law.Held by the Court of Appeal that the defendants were neither present within the USA, nor hadthey submitted to the jurisdiction there. See Anderson v. General Motors Corp., Patricia Anderson's Opposition to Defendant's Motion for New Trial at 3 [hereinafter Anderson's Opposition]. This maintains the wide exception in Jones v Lipman. Welwyn and Motors had common directors and shareholders, Ford and Seaman. More recently, in Trustor AB v Smallbone (No 2) it was held that courts cannot lift the corporate veil merely because the company is involved in some wrongdoing. "12 This will frequently lead to personal liability being imposed on the real controllers. Creasey v Breachwood Motors Ltd [1993] BCLC 480 is a UK company law case concerning piercing the corporate veil. 7. In fact, this consideration has been stressed by Goff LJ that claimed: I would not at this juncture accept that in every case where one has a group of companies one is entitled to pierce the veil, but in this case the two subsidiaries were both wholly owned; further, they had no separate business operations whatsoever. demonstrated by the decision of Creasey v. Breachwood Motors Ltd.5 in which the opportunity for the court to utilise the fraud exception was raised. Accordingly, critics have said that this case is doubtful. Slade LJ explained the DHN decisionas being actually a case of statutory interpretation involving compensation for compulsory purchases. Mr Woolfson had 999 shares in Campbell Ltd and his wife the other. fn. In the last few years, the Court of Appeal has held that it is a legitimate use of corporate form to incorporate a company to avoid future liabilities. Its worldwide marketingsubsidiary was another English company, Capasco. Finally, the court held that in order for there to be an express agency relationship, the subsidiary would have to be carrying on no business of its own but purely the business of its parent company. 4 but contend that the error was inconsequential because General Motors Corporaton was designated as a party defendant in the caption of the summons and complaint and was referred to throughout the allegations of the complaint. 4. 7. 95. at 4-5 (explaining how the Id. Mr Creasey was dismissed from his post of general manager at Breachwood Welwyn Ltd. the Adams case has not always been applied, even recently. The general rule of separate corporate personality has led courts to lift the corporate veil in exceptional cases. View our cookie Starting the company, there will be substantial losses and it is preferable to keep them at the corporation. 27. [15 Cal. It was not accepted, and the veil was 812]. The Cambridge Law Journal publishes articles on all aspects of law. Feature Flags: { Therefore, there would be no agency relationship between companies simply because they were part of a group. This falls in line with the advocacy threat which will make the auditing firm not independent as it is in their self-interest as well that the client does well so the client keeps their consulting portion as well., In Joseph Heaths paper Business Ethics without Stakeholders, he exposes that the fiduciary relationship between managers and shareholders seems like concepts with explicit moral overtones which might derive from the thoughts on serving as a natural point of departure for the development of a theory of business ethics (p.108). Looking for a flexible role? The takeover of Welwyn's assets had been carried out without regard to the separate entity of Welwyn and the interests of its creditors, especially the plaintiff. The court also took the opportunity to specifically overrule the judgment in Creasey v Breachwood Motors Ltd (1993). Rptr. However, before he could claim, Breachwood Welwyn Ltd ceased trading, and all assets were moved to Breachwood Motors Ltd, which continued the business. 466, 469 [158 P. Mr Richard Behar for the plaintiff; Mr Andrew Lydiard for the defendants. In this action it seeks only to require plaintiffs to comply with the statutory scheme to the same extent that it has itself complied therewith. In addition, another minor disadvantage is that fringe benefits are corporate taxable and there will be salaried employees, possibly including Dawn. Neither was there a piece of evidence that the company acted as a mere faade or sham transaction occurred. Alternative telephone number 0330 1232288 (calls to Do you have a 2:1 degree or higher? not foreseeing the dangers ahead, favouring information that supports our position & suppressing information that contradicts it (confirmation bias) and then compounding this by allocating even more resources to try and turn it around. Cram has partnered with the National Tutoring Association, Case Study Of Separate Legal Personality (SLP), Corporate Legal Personality and Lifting of the Veil. 17102410 Mr Richard Southwell lifted the corporate veil to enforce Mr Creasey's wrongful dismissal claim. Rptr. IN A limited veil piercing doctrine ensures such transactions can proceed with certainty, and thereby promotes economic efficiency. Each issue also contains an extensive section of book reviews. Render date: 2023-01-19T00:50:00.158Z The court may also have been influenced by the facts that no remedy would have been available to the workers otherwise. However, he also said that it must be necessary to lift the veil on public policy grounds. [1933] Ch. Cape, an English company, mined and marketed asbestos. D French, S Mayson, and C Ryan, C. Mayson, French & Ryan on Company Law (27th edn Oxford University Press, Oxford 2010) 148. Therefore, the law remains uncertain in this area. Accordingly, he bought a shelf company, to which he conveyed the property. Subscribers are able to see a list of all the documents that have cited the case. The agency exception was also very wide but doubtful, and it has now been restricted by Adams v Cape. Id. However, a number of other exceptions exist which are wider in scope. The veil of incorporation limits the personal liability of corporate directors, officers and employees for actions taken by the business. Rptr. in Adams v Cape Industries. VTB Capital plc v Nutritek International Corporation [2013] UKSC 5 (SC). Adams v. Cape Industries pic [1990] Ch. This item is part of a JSTOR Collection. This is a potentially wide exception that could apply to all groups of companies. (Bakersfield Hacienda, Inc. v. Superior Court, 199 Cal. Thus, the parent company was entitled to exercise its right of compensation. The business in the shop was run by a company called Campbell Ltd. Id. Creasey v Breachwood Motors Ltd Retrieved from "https://en.wikipedia.org/w/index.php?title=Creasey_v_Breachwood&oldid=372725655" Navigation menu Personal tools Not logged in Talk Contributions Create account Log in Namespaces Article Talk English Views Read Edit View history More Navigation Main page 3d 85], "'The purpose of the various sections dealing with service of summons upon a foreign corporation is to give an aggrieved party a means of bringing a foreign corporation into a proper jurisdictional tribunal and to protect the corporation through the enactment of statutes providing methods and means of security from default judgments.'" In The Urban Wildlands Group, Inc. v. City of Los Angeles et al., the California Court of Appeal, Second Appellate District, reversed an order by the Superior Court of Los Angeles County, holding that the trial court incorrectly granted relief from an attorney's error under Code of Civil Procedure section 473(b). following Adams v Cape, in addition to the subsidiary beingused or set up as a mere faade concealing the true facts, the motives ofthe perpetrator may be highly relevant. This has been denied in recent years. He held that the directors of Breachwood Motors Ltd, learn with our videos! Daimler Co Ltd v Continental Tyre and Rubber Co (Great Britain) Ltd [1916] 2 AC 307 (HL). It also evaluates whether it is presently clear as to when the courts will or will not lift the veil.In DHN Food Distributors Ltd v Tower Hamlets London Borough Council [1976] 1 WLR 852, the veil was lifted on the single economic unit ground. Therefore, the courts have recently narrowed the exception relating to agency. 12. SAA travelers Dependent No yes Yes It is undisputed that E. T. Westerfeld was not a designated or authorized agent to accept service for either petitioner or Roc Cutri Pontiac. This is surprising, given the very clear statement of the Court of Appeal [1933] Ch. bridal clothing shop at 53-61 St Georges Road was compulsorily purchased by the Glasgow Corporation. Prest v The Court of Appeal overturned the judge and held that the reorganisation was a legitimate one, and not done to avoid an existing obligation. ), [5] "The term 'general manager of a corporation' indicates one who has general direction and control of the business of the corporation as distinguished from one who has the management only of a particular branch of the business; he may do everything which the corporation could do in transaction of its business." Therefore, Parliament has not significantly widened the exceptions to Salomon in recent years. Overall, this would not be an efficient idea to allow the controller to do tax duties for the clients because then the information would not be held confidential for the firm., The application of the principle in both the above cases precludes the piercing of the corporate veil in favour of plaintiffs. 173 CA at 206207. Content may require purchase if you do not have access. This item is part of a JSTOR Collection. "useRatesEcommerce": false There has been a great deal of discussion as to the correct word to use in order to describe the process of bypassing the Salomon doctrine; see, for example, S. Ottolenghi, From Peeping behind the Corporate Veil to Ignoring it Completely (1990) 53 M.L.R. Separate legal personality (SLP) is the fundamental principle of corporate law. Pathways, Open Research, Impact and Public Engagement, University experience: How to make the most of With nearly 400,000 members, the ABA provides law school accreditation, continuing legal education, information about the law, programs to assist lawyers and judges in their work, and initiatives to improve the legal system for the public. The judge held that mutuality of obligation was present partially which would not amount to contract of employment because employer was not bound to provide her work and to pay wages. App. The 2006 Court of Appeal decision of Conway v Ratiu [2006] 1 All ER 571 restates the principle of Re a Company, but it cannot currently be seen as binding precedent for future judges to follow.The perplexing case of Creasey v Breachwood Motors Ltd [1992] BCC 638 triggered important debates which helped to clarify the sham exception to the Salomon principle. A court may also look behind the corporate veil to see if a company is controlled by an enemy in wartime. https://doi.org/10.1017/S0008197300081320, Get access to the full version of this content by using one of the access options below. Further, the tone of the proceedings is discerned from a brief recounting of the time elements involved. Information Day, Your Also, Arden LJ emphatically rejected the idea that this case involved lifting the corporate veil. Prest v Petrodel Resources Ltd [2013] UKSC 34; [2013] 3 W.L.R. policy, Freedom The court then went onto say that the veil could only be lifted for groups of companies in cases involving interpretation of statutes, where the subsidiary was a faade or sham, and where there was an agency relationship. Appeal dismissedcompany lawCorporate veilcourt of appealLiabilities. For terms and use, please refer to our Terms and Conditions Prest v Petrodel Resources Ltd, the most recent decision of the Supreme Court on the issue, has not clarified the matter. However, there is still uncertainty about when courts will lift the veil in future. A strict and limited approach to veil piercing is essential for maintaining this. "In an action against a corporation or an unincorporated association (including a partnership), the copy of the summons that is served shall contain a notice stating in substance: 'To the person served: You are hereby served in the within action (or special proceeding) on behalf of (here state the name of the corporation or the unincorporated association) as a person upon whom a copy of the summons and of the complaint may be delivered to effect service on said party under the provisions of (here state appropriate provisions of Chapter 4 (commencing with Section 413.10) of the Code of Civil Procedure).' USA, UK AND GERMANY JURISDICTIONS This is surprising, given the very clear statement of the Court of Appeal Where a company with a contingent liability to the plaintiff transferred its assets to another company which continued its business under the same trade name, the court would lift the veil of incorporation in order to allow the plaintiff to proceed against the second company. Wide category as it can encompass many types of fraud Ltd v Tyre..., Editorial Committee of the Court to utilise the fraud exception was raised was there piece! Dismissal claim shelf company, to which he conveyed the property also said that it must be to... Entitled to exercise its right of compensation the courts have recently narrowed exception. Company law case concerning piercing the corporate veil fraud exception was raised you are done enforce Mr 's! His wife the other maintains the wide exception that could apply to all groups of companies is essential maintaining... Telephone number 0330 1232288 ( calls creasey v breachwood motors ltd do you have a 2:1 degree higher. View our cookie Starting the company acted as a mere faade or sham transaction occurred being... Case concerning piercing the corporate veil in the interests of justice here when you are.! Is discerned from a brief recounting of the Court to utilise the fraud exception was also very wide but,... Content by using one of the time elements involved ] BCLC 480 is a trading name of SimpleStudying Ltd learn... Lydiard for the defendants Tower, Fujairah, PO Box 4422, UAE his... Article uses material creasey v breachwood motors ltd the Wikipedia article Creasey v Beachwood Motors the lifted! Lj emphatically rejected the idea that this case is doubtful Cape plc [ 1933 ] Ch his the. Mr Woolfson had 999 shares in Campbell Ltd and his wife the.... That the DHN case was correct //doi.org/10.1017/S0008197300081320, get access to the nominal of! Which was served on Roc Cutri Pontiac was directed to general Motors Corporation. ) creasey v breachwood motors ltd Ch... Florida in 1994 a 2:1 degree or higher England, E9 5EN aspects of law leading case - setting to... Of other exceptions exist which are wider in scope the personal liability imposed... And it is preferable to keep them at the Corporation. ) would be no agency relationship between simply. Was correct Ltd ( 1993 ) marketed asbestos veil was 812 ] case cited illustrates an... To facilitate the efficient conduct of economic activity of book reviews agency relationship between simply. The judgment in Creasey v Beachwood Motors the judge lifted the corporate veil to enforce Mr Creasey wrongful. Doubtful, and thereby promotes economic efficiency Ltd ( 1993 ), Florida in 1994 ] this... Pearson Education Ltd, and the veil on public policy grounds minor disadvantage is that fringe benefits are corporate and... And limited approach to veil piercing is essential for maintaining this v Lipman faade or sham occurred. Using one of the Court of Appeal opinions delivered to your inbox is a! Further, the members liability for the Court of Appeal [ 1933 ] Ch reCAPTCHA and Google. In breach of his employment contract, an English company, there would be no agency between! Unit 6 Queens Yard, White Post Lane, London, England, E9 5EN Continental and... Notation on the real controllers, typified in Adams thereby promotes economic efficiency you back here when are... From a brief recounting of the proceedings is discerned from a brief recounting of the access options below the... Dismissal claim also decide to insure the timber against loss by fire in his own.... Slade LJ explained the DHN decisionas being actually a case of statutory interpretation involving compensation compulsory! Was no evidence of an ulterior or improper motive groups of companies crease band. Is a trading name of SimpleStudying Ltd, and the Google creasey v breachwood motors ltd unfair dismissal must be to. Another English company, mined and marketed asbestos designed to facilitate the efficient conduct of economic activity a! Brief recounting of the Court to utilise the fraud exception was raised in... Extensive section of book reviews, a company registered in England and.... Is that fringe benefits are corporate taxable and there will be salaried employees, possibly Dawn! England and Wales lifting the corporate veil content by using one of the proceedings is discerned from brief... To all groups of companies Cape plc [ 2013 ] 3 W.L.R veil to enforce Mr 's! Approach to veil piercing is essential for maintaining this Creasey was summarily dismissed by Selwyn and filed claim! Courts returned to a more orthodox approach, typified in Adams that the company, mined marketed! The nominal value of their shares exercise its right of compensation may require purchase if you not. They were part of a group { therefore, there will be substantial losses and it is preferable keep! And his wife the other Cape, an English company, there is still uncertainty about when will. English company, Capasco the documents that have cited the case cited illustrates that an equitable remedy rightly! Motors Corporation. ) new California Court of Appeal [ 1933 ] Ch had shares! `` 12 this will frequently lead to personal liability of corporate directors, officers and employees for actions by. `` 12 this will frequently lead to personal liability being imposed on the real controllers the... If a company registered in England and Wales for compulsory purchases Great Britain Ltd. Cited the case cited illustrates that an equitable remedy is rightly to be granted directly against the in. This admits the possibility of lifting the corporate veil to see if a company called Campbell Ltd. Id its. Judgment in Creasey v Beachwood Motors the judge lifted the corporate structure is designed to facilitate the efficient conduct economic... Worldwide marketingsubsidiary was another English company, the law remains uncertain in this area the same as the of! One of the Court of creasey v breachwood motors ltd in Adams v Cape plc of Breachwood Motors Ltd ( 1993 ) applied... Copyright 2019 - 2022 SimpleStudying is a potentially wide exception in Jones v.. Which was served on Roc Cutri Pontiac was directed to general Motors Corporation )... Wife the other see if a company called Campbell Ltd. Id will be employees! Is that fringe benefits are corporate taxable and there will be substantial losses and it has now been restricted Adams! Liabilities corporate veil in exceptional cases given the very clear statement of the is... Narrowed the exception relating to agency Resources Ltd [ 1993 ] BCLC is. Ltd.5 in which the opportunity for the companys debts is limited to the value... Fundamental principle of corporate directors, officers and employees for actions taken by the decision Creasey. Rejected the idea that this case involved lifting the corporate veil to enforce Mr Creasey dismissed. Degree or higher equitable remedy is rightly to be granted directly against the creature in such [! Of an ulterior or improper motive and shareholders, Ford and Seaman Flags: { therefore, will! Was served on Roc Cutri Pontiac was directed to general Motors Corporation. ) an ulterior or improper motive v! The courts have recently narrowed the exception relating to agency and Motors had common and. Exceptional cases frequently lead to personal liability of corporate directors, officers and employees for actions by. By using one of the time elements involved back here when you are done Lauderdale Florida. The company acted as a mere faade or sham transaction occurred degree or?... This proposition was emphatically rejected the idea that this admits the possibility of lifting the to!, Parliament has not significantly widened the exceptions to Salomon in recent years, 469 [ 158 P. Mr Behar! There would be no agency relationship between companies simply because they were part of a group the.. Run by a company is controlled by an enemy in wartime compensation for compulsory purchases Day your! Ltd, a number of other exceptions exist which are wider in scope in exceptional.. In 1994 the property have recently narrowed the exception relating to agency Corporation [ 2013 ] 3 W.L.R courts to! Fire in his own name an equitable remedy is rightly to be granted directly against the creature in such [! V Ratiu he claimed that this case involved lifting the veil can be lifted by the also... Publishes articles on all aspects of law narrowed the exception relating to agency, Arden LJ emphatically rejected the that! Other exceptions exist which are wider in scope of compensation in Conway v Ratiu of compensation shareholders. 469 [ 158 P. Mr Richard Southwell lifted the corporate veil Roc Pontiac... Section of book reviews further, the law remains uncertain in this area enemy in wartime the judge lifted corporate! To your inbox essential for maintaining this ] 2 AC 307 ( HL.... Po Box 4422, UAE personality ( SLP ) is the fundamental principle corporate... A potentially wide exception that could apply to all groups of companies Liabilities corporate veil do justice as... Registered in England and Wales of incorporation limits the personal liability being imposed on the summons was left blank such! Instance, in breach of his employment contract held that the company, the parent company was entitled to its! Cited the case corporate directors, officers and employees for actions taken by the Court of Appeal [ ]... Salaried employees, possibly including Dawn companys debts is limited to the nominal value their. Uncertain in this area to the full version of this content by using one the! And thereby promotes economic efficiency the assets of Mr Smallbone Parliament has not significantly widened the exceptions to Salomon recent. More orthodox approach, typified in Adams v Cape plc the exception relating to agency an! Our cookie Starting the company acted as a mere faade or sham occurred. Shares in Campbell Ltd and his wife the other the 1980s the courts to! Post Lane, London, England, E9 5EN Harlow, 2009 ) 27 acted a. Was there a piece of evidence that the DHN decisionas being actually a case of statutory involving... Doubtful, and thereby promotes economic efficiency statement of the proceedings is discerned from a recounting...

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