RE KANSA GENERAL INTERNATIONAL INSURANCE CO LTD, HONG KONG BRANCH

HCCW 308/1995

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES (WINDING-UP) NO. 308 OF 1995

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	IN THE MATTER of KANSA GENERAL INTERNATIONAL INSURANCE COMPANY LIMITED, HONG KONG BRANCH
	and
	IN THE MATTER of the Companies Ordinance, Chapter 32 of the Laws of Hong Kong

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Before: Hon Kwan J in Chambers

Date of Hearing: 9 February 2007

Date of Decision: 9 February 2007

Date of Handing Down of Reasons for Decision: 16 February 2007

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REASONS   FOR   DECISION

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1.  This is a summons issued by the liquidator of Kansa General International Insurance Company Limited (“the Company”) on 18 July 2006 under sections 200(3) and 206(2) of the Companies Ordinance, Cap. 32.  Only paragraph 1 of the summons has been proceeded with, for reasons that are not necessary to go into.

2.  The liquidator seeks an order that the committee of inspection be reconstituted, with two members – South China Insurance Company Limited and Kansa International Corporation Limited.  The former is a creditor of the Company, the latter is the sole member of the Company.  They have given their consent to serve on the committee.  They are clearly appropriate to be appointed to the committee of inspection if the committee is reconstituted.

3.  There are two matters for consideration on this summons:

(1)     the exercise of the court’s power to reconstitute a committee of inspection; and

(2)     the construction of a relevant provision in the scheme of arrangement relating to the termination of the scheme.

The background matters

4.  The Company was incorporated in Finland and registered as an oversea company under Part XI of Cap. 32.  It is an insurance company, specialising in writing insurance and reinsurance business in Hong Kong, Taiwan, Philippines and other South East Asian countries.

5.  On 30 December 1994, the Company was placed in liquidation in Finland.  In 1995, the Commissioner of Insurance in Hong Kong petitioned to wind up the Company, and on 13 September 1995, the Company was placed into liquidation by an order of the Hong Kong court.  On 19 January 1996, the liquidator was appointed by an order of the court with a committee of inspection consisting of 5 members.

6.  On 6 November 1998, a scheme of arrangement for the Company was sanctioned by the court (“the Scheme”).  The Scheme is typical of a ‘run-off’ or ‘holding’ scheme commonly used between insolvent insurance companies and their creditors.  Such schemes are necessary because at the date of commencement of the winding up, the insurance company may have written policies that run many years into the future and it may not be possible to ascertain who its creditors are at any given point in time.  The purpose of such a scheme is to enable the scheme claims of an insolvent insurance company to be ascertained and to enable dividends to be paid to the scheme creditors as and when they arise, and sooner than would have been the case in a liquidation.

7.  There are two categories of Scheme creditors under the Scheme:

(1)     direct insurance preferential creditors (“DIPCs”); and

(2)     reinsurance preferential creditors (“RIPCs”).

8.  All DIPCs had been paid in full under the Scheme in January 1999.  To date, 2 dividends totalling 40% of the claims have been paid to RIPCs.  An actuarial firm was commissioned by the liquidator to estimate the Company’s liability for future reinsurance claims.

9.  The liquidator has formed the view that the best course is to terminate the Scheme having taken into consideration these matters:

(1)     According to the actuarial report, it is unlikely there are any claims which have not been notified, as it has been 11 years since the last insurance policies were written.  The actuarial firm has also recommended termination of the Scheme.

(2)     All Scheme creditors other than RIPCs have been paid in full.

(3)     The liquidation assets of approximately HK$10.55 million are unlikely to increase in future.

(4)     If the Scheme is maintained, Scheme costs will continue to be incurred and deplete the liquidation assets.

10.  Subject to the approval of the committee of inspection, the liquidator has proposed to terminate the Scheme and make a final distribution of liquidation assets to RIPCs.  The reconstitution of the committee of inspection is a necessary step to effect the termination of the Scheme.

Exercise of the court’s power to reconstitute a committee of inspection

11.  In the Scheme, the committee of inspection under the Scheme is defined as the committee of inspection appointed by the court on 19 January 1996, as constituted from time to time in accordance with Hong Kong law.  This committee of inspection was dissolved by an order made on 6 November 2000, apparently on the footing there would be no further need for supervision of the liquidator given the advanced state of implementation of the Scheme.

12.  The liquidator held separate meetings of creditors and of the sole member of the Company on 12 January 2007, to consider the resolutions of making an application to the court for appointment of a committee of inspection to act with the liquidator, and that the committee should comprise the two members mentioned earlier.

13.  In the notice of the meetings, the creditors and the sole member were informed of the intention and reasons of the liquidator for terminating the Scheme, and that the proposed reconstitution of the committee is the first step taken for this purpose.  The resolutions were passed unanimously in the separate meetings.

14.  I agree with Mr Bartlett for the liquidator that the court has power in this instance to appoint a committee of inspection for the Company, even though the separate meetings on 12 January 2007 were not the first meetings of the creditors and contributories.

15.  The liquidator undoubtedly has power to call the separate meetings in January 2007, whether under his power to summon general meetings of creditors or contributories for the purpose of ascertaining their wishes in section 200(2) and rule 112(1) of the Companies (Winding-up) Rules, or under his power to summon a meeting of creditors or of contributories on a vacancy occurring in the committee under section 207(7).

16.  It is provided in section 207(7) that the meeting may, by resolution, re-appoint the same or appoint another creditor or contributory to fill the vacancy in a committee of inspection.

17.  Under section 287(1), the court may, as to all matters relating to the winding up of a company, have regard to the wishes of the creditors or contributories, as proved to it by sufficient evidence.

18.  Under section 200(3), the liquidator may apply to the court for directions in relation to any particular matter arising under the winding up.

19.  Mr Bartlett submitted that even if the meetings in January 2007 were not the first meetings, the situation can be viewed as falling within the terms of section 206(1) and (2).  Under section 206(2), the court may make an order for the appointment of a committee of inspection and who are to be the members to give effect to the determinations of the separate meetings of creditors and contributories.  Here, the separate meetings of the creditors and the sole member have made a determination for the purpose of section 206(2).  Further or alternatively, section 287 gives the court a discretion to make an order appropriate to the circumstances.

20.  I am inclined to agree with Mr Bartlett that the present situation can be regarded as falling within section 206(2) and it is within the power of the court to order that a committee of inspection be reconstituted.  I have therefore made an order in terms as sought by the liquidator.

Construction of the relevant provision in the Scheme

21.  The relevant provision for termination of the Scheme is clause 7.1.1, which reads as follows:

“Subject to clauses 7.1.2 and 7.2 (which shall survive such termination), the Scheme shall terminate if:

(a)     all the Scheme Claims of the Company have been discharged in full; or

(b)     the Liquidators, with the agreement of the Committee of Inspection has concluded, after due enquiry that the Scheme is no longer in the interests of the Scheme Creditors; and

(c)     a resolution that the Scheme should be terminated is passed at separate meetings of the Scheme Creditors convened in accordance with clause 6.4.”

22.  The question here is whether this clause provides for 3 discrete alternative modes of termination, such that the word “and” at the end of paragraph (b) should be read as “or”, or whether it provides for 2 alternative modes of termination, in that the second alternative provided in (b) must be coupled with the term in (c), due to the use of the word “and” at the end of (b).

23.  I shall refer to the two different interpretations as the “the 3-limb construction” and “the 2-limb construction”.

24.  The liquidator favours the 3-limb construction and has proceeded on that basis in calling the meetings of the creditors and the sole member.  He explained that if the 2-limb construction is upheld, a stalemate would arise and it may not be possible to terminate the Scheme.  The alternative in (a) cannot be achieved, as the Company is insolvent and the claims of RIPCs will not be discharged in full.  If the term in (c) is required to be satisfied as an additional requirement to (b), it is highly unlikely that quorate separate meetings could be held, given that all DIPCs had already been paid off 8 years ago.  Even if DIPCs could still be contacted, it is unlikely that they would be motivated to participate in a meeting of their class.

25.  Mr Bartlett referred to authorities which illustrated the word “and” could be read as “or” and vice versa in certain situations.  The context in which the word is used may show that the author must have by mistake used “and” when he meant “or” (see Morgan v Thomas (1882) 9 QBD 643 at 645 to 646).  In R v Federal Steam Navigation Company Limited [1974] 1 WLR 505, Lord Reid at 509B to C has grouped the situations which could justify substituting one word for another under these 3 heads: “where without such substitution the provision is unintelligible or absurd or totally unreasonable; where it is unworkable; and where it is totally irreconcilable with the plain intention shown by the rest of the deed or statute.”  See also 513E to 514G, per Lord Morris; 520E to H, per Lord Wilberforce; and 523F to 524B, per Lord Salmon.  The question is whether in this particular case it is justified to do so.

26.  Mr Bartlett reminded the court that in construing a scheme of arrangement, the proper test is to apply ordinary principles of construction of contract, with proper regard to the commercial context in which the scheme was approved by the creditors and sanctioned by the court (Re Kenworth Engineering Limited [2005] 2 HKLRD 97 at 109D, paragraph 26).  As the scheme of arrangement is a commercial agreement, the court should approach this by adopting a commercially sensible construction as this will more likely give effect to the intention of the parties (Okachi (Hong Kong) Company Limited v Nominee (Holding) Limited [2007] 1 HKLRD 55 at 67C to E, paragraph 49).

27.  The liquidator has adduced evidence of the termination clauses in 15 insurance ‘run-off’ or ‘holding’ schemes of arrangement in the London market.  The relevance of the London market schemes is that the Scheme was drafted in London and modelled on these insurance ‘run-off’ schemes.  I am given to understand that the scheme for the KWELM group of companies (comprising Kingscroft Insurance Company Limited, Walbrook Insurance Company Limited, El Paso Insurance Company Limited, Lime Street Insurance Company Limited and Mutual Re-insurance Company Limited) set the standard for all the other insolvent insurance ‘run-off’ schemes in the London market.  Without exception, the termination clauses in all the 15 schemes used the word “or” at the end of each option for termination.  Relevant extracts from 5 of these schemes were exhibited and each had provided for the termination of the scheme by the scheme administrator with the agreement of the creditors’ committee as a stand-alone alternative.  Clause 7.1.1 in the Scheme followed the wording in the standard form used in the London market schemes generally, save for the use of the word “and” at the end of paragraph (b), which would seem to be a departure from the common form wording.

28.  Mr Bartlett cited Re Hargraves’ Trust, Leach v Leach [1937] 2 All ER 545 as a case in point where there was departure from a well recognised and settled form.  The court found that a mistake had been made in copying a common form and that words had undoubtedly been left out.  It was therefore justified to construe the settlement in the way it was intended.  It should be read as if the words omitted had been included in the settlement.

29.  I have looked at the explanatory statement, which was prepared after the Scheme was drafted.  The relevant part of the explanatory statement dealing with the termination of the Scheme just mirrored the language of the Scheme and did not throw any light on this.  It is, however, pertinent to note that it was stated that the liquidator considered that the run-off of the liabilities for DIPCs and RIPCs under the Scheme could take in excess of 20 years.  Hence, the liquidator intended to keep the run-off of these liabilities under close review and it was recognised there might come a time several years in the future when the administrative costs of maintaining the Scheme are no longer justifiable.

30.  There is evidence that a mistake was made in using the word “and” instead of “or” in drafting the Scheme which was modelled on the London market precedents.  I am not able to detect any commercial or legal basis for the use of the word “and” at the end of (b) in clause 7.1.1, instead of the word “or” as in the common form wording.  It seems illogical to require both (b) and (c) to be satisfied for the termination of the Scheme; there is no apparent reason to require the termination to be passed at separate creditors’ meetings, as well as with the agreement of the committee of inspection, which is the representative body of the creditors.

31.  If the 3-limb construction is adopted, there is good reason why provision was made in (c) for voting in separate creditors’ meetings to terminate the Scheme, as a discrete and alternative option.  In the life of a ‘run-off’ scheme, there is perceived risk that the role of a committee of inspection may fall into abeyance and it may become defunct by the time the termination of the scheme is contemplated.  There is therefore a need for a default provision for bringing the scheme to an end where no committee of inspection could be called upon, as provided in (c).

32.  The provision in (b) that the liquidator and the committee of inspection may bind Scheme creditors is consistent with certain terms of the Scheme, as in the case of a modification of the scheme (in clause 8.3), a commutation or settlement (clause 2.12), and a proposal of a further scheme following termination (clause 7.1.2(c)).  As mentioned earlier, I can discern no reason for departure from the common form wording.  The 2-limb construction on a literal reading of clause 7.1.1 does not seem to me to make commercial sense.  I am persuaded in this instance that the proper construction of clause 7.1.1 is the 3-limb construction, the interpretation favoured by the liquidator.

33.  I have made a direction at the end of this hearing that the taxation of the bills of the liquidator and his agents, already submitted or to be submitted, is to be conducted on an expedited basis, as the liquidator is not able to make the cut-off payment until after all Scheme costs have been taxed.  It is in the interests of creditors that the Scheme should be terminated without delay and the winding up completed.

 

 

(S Kwan) Judge of the Court of First Instance High Court

 

Mr Jeremy Bartlett, instructed by Messrs Clifford Chance, for the Liquidator

The Official Receiver, attendance excused

 

HCCW000308/1995

IN THE HIGH COURT OF THE

HONG KONG SPECIAL ADMINISTRATIVE REGION

COURT OF FIRST INSTANCE

COMPANIES WINDING-UP PROCEEDINGS NOS. 308 of 1995,
356 OF 1997, 567 OF 2000, 581 OF 2001 AND 1023 OF 2001

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HCCW308/1995

IN THE MATTER OF KANSA GENERAL INTERNATIONAL INSURANCE COMPANY LIMITED

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AND	HCCW356/1997

IN THE MATTER OF HOI SING CONSTRUCTION COMPANY LIMITED

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AND	HCCW567/2000

 

IN THE MATTER OF WERNER CLADDING SYSTEMS (ASIA) LIMITED

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AND	HCCW581/2001

IN THE MATTER OF KENSLAND REALTY LIMITED

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AND	HCCW1023/2001

IN THE MATTER OF AQUALITY ENGINEERING COMPANY LIMITED

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Coram: Deputy High Court Judge Poon in Chambers

Date of Hearing: 25 February 2003

Date of Handing Down Judgment: 12 March 2003

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J U D G M E N T

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Introduction

1. There are five applications before me to review the decision of the master made in the taxation of the liquidators' bills of costs respectively lodged in HCCW308/1995, HCCW356/1997, HCCW567/2000, HCCW581/2001 and HCCW1023/2001. His decision relates to photocopying charges claimed by the liquidators. They all charged a rate of HK$3.70 per copy. On taxation, the master reduced it to HK$1.50 per copy. Aggrieved, the liquidators took out five review applications returnable before the master. On 10 October 2002, the master reviewed his decision and revised the rate up to HK$3.00 per copy. Despite the adjustment, the liquidators remain dissatisfied. They therefore take out the present applications under Order 62, rule 35, Rules of the High Court. (Pursuant to rule 177 of the Winding-up Rules, the procedure and practice of the High Court shall be observed in all reviews of taxation brought under the Winding-up Rules.)

Right of audience

2. At the hearing before the master, the liquidators were all represented by Mr David Kennedy, a director of RSM Nelson Wheeler Corporate Advisory Services Ltd. He himself is one of the liquidators appointed in HCCW1023/2001. The other liquidators for other cases are partners of the same firm. Rights of audience before a taxing master are governed by Practice Directions 14.1. The relevant paragraphs provide :

"1. Apart from those persons who are specified in paragraphs 2, 3 and 4, only barristers and solicitors admitted in Hong Kong may appear before a master or taxing master.

2. The following persons employed by or under the supervision of a person having the rights, by virtue of any ordinance, of a solicitor may appear before a master in chambers on an uncontested application or on an application listed for a three-minute hearing:

(a) a trainee solicitor; including a trainee solicitor on secondment to a solicitor in Hong Kong from a firm of solicitors in England and Wales;

(b) a legal executive, who has successfully completed the Hong Kong Polytechnic University Legal Executive Course;

(c) a holder of the Associate Degree/Higher Diploma in Legal Studies from the City University of Hong Kong;

(d) a holder of the Diploma in Legal Studies from the School of Professional and Continuing Education of the University of Hong Kong; and

(e) a member of the English Institute of Legal Executives.

3. In addition to those persons mentioned in paragraph 2 above, the following may appear before a taxing master on the taxation of a bill of costs:

(a) a costs clerk employed by or under the supervision of a person having the rights, by virtue of any ordinance, of a solicitor; and

(b) a law costs draftsman, approved as such by the Law Society, who may appear on behalf of a solicitor."

3. A liquidator may appear in person before a taxing master. But pursuant to the Practice Directions, he may not represent other liquidators in cases where he himself is not appointed a liquidator. If a liquidator does not appear in person, he must be represented by one of the persons specified in the Practice Directions. He cannot appoint a partner or director of the same firm to represent him. Thus, while Mr Kennedy might act in person in HCCW1023/2001, he did not have any right to represent the other liquidators in other cases before the master. The proceedings before the master, insofar as they were related to HCCW308/1995, HCCW356/1997, HCCW567/2000 and HCCW581/2001, were irregularly constituted. If the other liquidators wish to pursue the matters further, they have to start the review applications afresh before the master.

4. At the hearing before me, Mr Kennedy also purported to represent his colleagues. After I had pointed out to him that he did not have the right to represent them, he proceeded with the review application in HCCW1023/2001 only. I then adjourned the review applications for other cases sine die. No particular difficulty arises as the subject matter that requires my determination is just the same in all cases. Hopefully, my decision in HCCW1023/2001 will in reality dispose of all the adjourned applications.

5. At the end of the hearing, I reserved my decision and indicated that I would give my decision and the reasons thereof in writing, as my decision may affect how liquidators will charge photocopying charges and how taxing master will deal with the subject matter on taxation in the future.

The rate of HK$3.70 per copy

6. The rate of HK$3.70 per copy charged by the liquidators came about thus.

7. On 3 February 1997, the Secretary for the Treasury issued a memo to the Official Receiver, revising the photocopying fee to HK$3.70 per copy as a result of a costing review. On 5 February 1997, the Official Receiver issued an internal memo, directing that a discounted rate of HK$3.70 per A4 size photocopy to be charged with effect from 1 February 1997 and that the rate was only applicable to photocopies made and chargeable to a bankruptcy or a liquidation estate account in the Official Receiver's capacity as receiver, trustee or liquidator. Since then, the Official Receiver has been applying the rate when acting in such capacity.

8. In the early part of 2000, directions were given by the then Companies Judge (namely, Le Pichon J, as she then was) on how liquidators should prepare their bills of costs. Discussions and consultation then took place between the profession and the Official Receiver. As a result, they came to a consensus that the rate of HK$3.70 for photocopying charges should be adopted. The rate was in fact included in the guidelines then submitted to the Companies Judge for approval on 21 March 2000. Ms Mckenna, appearing for the Official Receiver, advised me that while the Judge took up other matters, no comment or approval was given on the rate.

The liquidators' arguments

9. Mr Kennedy relied on a number of grounds to support his contention that the rate of HK$3.70 should be allowed. I will deal with them in turn.

10. His primary submission is that it is an agreement or understanding reached between the Official Receiver and the profession after consultation. The rate has been consistently applied by liquidators since then and accepted by taxing masters and it would be unfair if it were unilaterally altered now without justifications. His firm has not carried out any costing review to work out what the applicable rate might be. Such an exercise may well be prohibitively expensive and appeared to be unnecessary because it had already been done by the government. But he stressed that no profit element is included in charging the photocopying charges. For they are essentially disbursements.

11. Ms McKenna raised no objection to the review application. She said that if the Official Receiver is charging HK$3.70 per copy, no exception could be taken to the private sector using the same rate. She however left the matter to the court.

12. In my view, the rate agreed between the Official Receiver and the profession, however useful that may be from their point of view, is not binding on the taxing masters or the court. It can never be. On taxation, the taxing master may take it into account as an indicator of the applicable rate. However, it should not be regarded as a starting point from which the rate can be adjusted upward or downward. This master's discretion over the matter should not be so fettered. The fundamental question that the master needs to decide is : what is the reasonable rate for photocopying charges in the particular circumstances of the case? The agreed rate is at best one of the factors that the master needs to consider in coming to a proper determination.

13. I do not consider any relevance or weight can be attached to the fact that the Official Receiver is also charging HK$3.70 per copy in his capacity as liquidator. The Official Receiver's office is a government department. It is obvious that the structure, management, resources and deployment of manpower in the Official Receiver's office significantly differ from that in an accountants' firm, although both may act in the capacity as liquidators. In effect, the Official Receiver does not decide how much his office should charge for photocopying. He had to seek authorization from the Treasury. And the Treasury set the rate after carrying out a costing review. Ms McKenna is unable to provide further details on the said costing review. But given the significant difference between a government department and the private sector, I do not think the costing review is of great assistance for present purposes.

14. Mr Kennedy next compared the rate of HK$3.70 with the rates charged by other bodies including different government departments and submitted that the rate of HK$3.70 is significantly lower. I do not find the comparison exercise meaningful or useful. Different organizations may have their own rates and the reasons in support. On taxation, the question is what is the reasonable rate the liquidators should charge for photocopying in discharging their duties and functions qua liquidators? The rates adopted by other bodies of different capacities with different functions in different circumstances are simply irrelevant.

15. Mr Kennedy further submitted that as a result of the agreement reached on the rate of HK$3.70 per copy, no time charges of the person performing the photocopying of a document would be charged. If the rate is not allowed, his firm may again charge such time charges as occurred before the agreement with the Official Receiver was reached. I am unable to accept this submission for three reasons. First, what Mr Kennedy's firm may do in the future is irrelevant. Second, it is contrary to Mr Kennedy's earlier submission (which I agree) that photocopying charges are essentially disbursements. They do not and should not include any profit element. Third, for my part, I do not consider any such time charges can be allowed on taxation even if they were claimed. Photocopying charges are there to defray the mechanical costs of photocopying. The time costs of the person performing the photocopying must be absorbed by the overheads of the office.

16. Mr Kennedy also submitted that if the agreed rate is not allowed, his firm may have to consider charging printing costs and interest on outstanding invoices. Again, these are clearly irrelevant matters. They do not arise here and if in the future they do, then the taxing master and if necessary the court will consider them.

Was the rate of HK$3.00 per copy reasonable?

17. The master imposed a rate of HK$3.00 per copy on review. He explained why he did so in his Reasons for Decision dated 6 December 2002 as follows :

"15. In this review, the Court will have to see whether there is convincing evidence to support the liquidators' contention that the rate of $3.70 per copy charged is reasonable. But having heard the arguments, I have to say that the liquidators have failed to satisfy the Court that the photocopying charge of $3.70 per copy is reasonable. Nevertheless, and having re-considered the matter, I am prepared to revise the rate allowed at $1.50 per copy to $3.00 per copy.

16. The rate of $3.00 per copy is in fact the prescribed rate allowed by the Court on the taxation of the solicitor's charge for photocopying documents (see item 1(b)), Part I of the First Schedule of Order 62, Rules of the High Court). This rate applies to the taxation of costs whether as between party and party, on the common fund basis, as between solicitor and his own client, or payable on a trustee (see para. 62/32/1 of the English Supreme Court Practice 1985). This rate also applies irrespective of whether it is a taxation of costs of contentious or non-contentious business (see O.62 r.32(3)). However, I should point out that under O.62, r.32(2), the Court has power to allow a higher rate for taxation on solicitor and own client basis or on trustee basis.

17. I adopt the rate of $3.00 per copy as I am of the view that the work and operation of a firm of accountants are akin to a firm of solicitors. Both the accountant and solicitor are professionals offering professional service to lay clients. Their setting in terms of operation and office structure are also similar. In the absence of better evidence, I am prepared to accept that $3.00 per copy is a reasonable charge. I note that Nelson Wheeler itself is a limited company but in my view and in substance it is a firm of accountants. I do not think it should be treated differently."

18. Was the rate of HK$3.00 reasonable in the circumstances? I have already rejected the reasons advanced by Mr Kennedy why the rate of $3.70 must be applied. On the materials before me, I am not persuaded that the master in coming to the rate of HK$3.00 is flawed in his reasoning. He had carefully considered all the points taken by Mr Kennedy, which are essentially the same as those argued before me, and rejected them. The comparison that he drew between an accountants' firm and a solicitors' firm may not be perfect. (Mr Kennedy had levelled some criticisms at the master's reasoning in this respect.) But it was the best that the master could do in the circumstances. He specifically pointed out that he accepted that $3.00 per copy is reasonable in the absence of better evidence. There was indeed no better evidence before him. The master was exercising his discretion when fixing the rate at HK$3.00 per copy. On a review to a judge, the master's discretion should not be disturbed unless it can be demonstrated that the master had made an error of law, failed to take into account relevant matters or taken into account irrelevant matters, or no reasonable master would have come to the conclusion as the master did in the particular circumstances. It is incumbent on the liquidator to make out the case but he has failed to do so. In any event, even if I were to exercise the discretion afresh on the materials before me, I would have come to the same rate as the master did.

19. For the above reasons, I will refuse the review.

	(J. Poon)
	Deputy High Court Judge

Representation:

Mr David Kennedy, for Joint and Several Liquidators

Ms McKenna, for the Official Receiver