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[2017] ZASCA 7
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Riversdale Mining Limited v Du Plessis and Another (536/2016) [2017] ZASCA 7 (10 March 2017)
THE
SUPREME COURT OF APPEAL OF SOUTH AFRICA
JUDGMENT
Reportable
Case No: 536/2016
In
the matter between:
RIVERSDALE
MINING
LIMITED
APPELLANT
and
JOHANNES
JURGENS DU PLESSIS
FIRST RESPONDENT
CHRISTO
M ELOFF SC
SECOND
RESPONDENT
Neutral
citation:
Riversdale
Mining Ltd v Du Plessis
(536/2016)
[2017] ZASCA 007
(10 March 2017)
Coram:
Cachalia,
Wallis, Dambuza, Mathopo JJA and Coppin AJA
Heard:
21
February 2017
Delivered:
10
March 2017
Summary:
Review
of arbitrator’s award in terms of s 33(1)
(b)
of
the
Arbitration Act 42 of 1965
: whether arbitrator exceeded his
jurisdiction and committed gross irregularity: whether the words
‘existing dispute’
in an arbitration clause to be given
broad meaning: presumption in favour of ‘one stop arbitration’.
ORDER
On
appeal from:
Gauteng
Local Division of the High Court, Johannesburg (Makume J sitting
as court of first instance):
The
appeal is upheld with costs.
The
order of the court a quo is set aside and the following order is
substituted in its place:
‘
The
application is dismissed with costs.’
JUDGMENT
Cachalia
JA (
Wallis,
Dambuza and Mathopo JJA and Coppin AJA
concurring)
[1]
The appellant, Riversdale Mining Limited (Riversdale), seeks to
reverse an order of
the Gauteng Local Division, Johannesburg (Makume
J). The order reviewed and set aside an arbitral award in its favour
on grounds
of gross irregularity. The court a quo granted Riversdale
leave to appeal to this court.
[2]
The dispute between the parties has its origin in a share
subscription and loan agreement
to which I shall refer as the
Subscription Agreement. It was concluded between Riversdale and the
first respondent, Mr Johannes
Jurgens Du Plessis, in December 2010.
The second respondent is the arbitrator who is a reputable senior
counsel. As is customary
with reviews of arbitration awards, the
arbitrator was neither party to the review, nor is he party to this
appeal.
[3]
The purpose of the Subscription Agreement was to allow Du Plessis and
other shareholders
of a Mozambican registered company, Elgas SA
(Elgas) to dispose of their shares and transfer them to a Mauritian
registered Company,
FTech Ltd (FTech). Du Plessis would also be given
an opportunity to acquire shareholding in a Company called BPP Stage
1 Newco
(Newco) to be formed later in Mozambique. This was subject to
a ‘condition precedent’, contained in clause 4 of the
agreement, that FTech or its nominee would acquire all the shares in
Elgas within seven days of the agreement’s conclusion.
At the
same time Du Plessis, Riversdale and FTech had also entered into a
restraint of trade agreement that required Riversdale
to remunerate
Du Plessis in return for his undertaking not to compete with it
or any other beneficiary covered by the restraint.
[4]
A dispute arose between Du Plessis and Riversdale as to whether the
condition precedent
in the Subscription Agreement had been fulfilled.
Du Plessis was of the view that the condition had been fulfilled;
Riversdale
maintained that it had not, and that for this reason the
agreement was unenforceable.
[5]
There was no clause in the Subscription Agreement requiring any
disputes between the
parties to be resolved by way of arbitration.
Instead, clause 8 contemplated the referral of disputes to a referee
to be mutually
agreed upon by the parties. If the dispute was of a
legal nature the referee would be a lawyer of suitable experience and
in the
event of an accounting related dispute a chartered accountant
would be the referee. However, if the parties were unable to agree
on
a referee the South African Institute of Chartered Accountants
(SAICA) would make the appointment, whatever the nature of the
dispute. The referee’s decision would be binding, with no right
of appeal.
[6]
The parties were unable to agree upon the appointment of a referee
because of Riversdale’s
stance that the entire Subscription
Agreement, including clause 8, was unenforceable. Du Plessis
nevertheless referred the matter
to SAICA to make the appointment as
contemplated in the agreement. Riversdale persisted in its opposition
to the appointment. SAICA
declined to appoint a referee, maintaining
that it had no professional jurisdiction over legal practitioners.
This meant that that
the parties were left without a dispute
resolution mechanism.
[7]
They then agreed to refer their dispute to arbitration and entered
into an Arbitration
Agreement on 21 May 2013. An arbitrator was duly
appointed to determine the dispute.
[8]
Du Plessis appears to have had some difficulty formulating his claim.
Riversdale excepted
to his Statement of Claim on three separate
occasions. The first time he amended the claim without demur. The
second time the exception
was argued and upheld. He amended his claim
again – the third time – and, the exception was upheld
once more, the arbitrator
holding that the Subscription Agreement was
unenforceable.
[9]
Du Plessis was aggrieved at this outcome and instituted review
proceedings under
s 33(1)
(b)
of the
Arbitration Act 42 of 1965
to set aside this award on the
grounds that the arbitrator had exceeded his jurisdiction and had
also committed a gross irregularity
in the manner in which he had
interpreted a clause in the Arbitration Agreement.
[10]
The gross irregularity relied upon in his founding papers was that
the arbitrator had merely
‘assumed and accepted’
Riversdale’s submission that clause 31 of the Arbitration
Agreement had replaced clause
8.1.3 of the Subscription Agreement
instead of interpreting the clauses himself. Put differently, the
reviewable irregularity,
according to Du Plessis, was that the
arbitrator had abdicated his responsibility by failing to embark on
an interpretive exercise
himself.
[11]
Du Plessis’s second complaint was that the arbitrator was only
empowered to adjudicate
existing disputes arising from the
Subscription Agreement, and not to determine whether clause 31 of the
Arbitration Agreement
had any impact on clause 8 of the Subscription
Agreement, which was not an existing dispute. The arbitrator had thus
exceeded his
powers. I deal with clauses 8 and 31 later in the
judgment.
[12]
The court a quo set aside the award on grounds of gross irregularity,
but not those upon which
Du Plessis had relied. This was not
permissible.
[1]
The judge held
that the arbitrator had committed a gross irregularity by deciding an
issue of contractual interpretation –
whether or not the
Subscription Agreement was unenforceable – on exception, which
he was not permitted to do. But he erred
grievously in coming to this
conclusion, for if the arbitrator had committed this error, it was
one of law, which was not reviewable.
[2]
In any event disputes regarding contractual interpretation can be
resolved on exception; and frequently are.
[3]
It is thus apparent that the judge misunderstood the nature of the
proceedings before him. He treated the review as if it were
an appeal
and failed to appreciate the ambit of a court’s review power
under the
Arbitration Act. Du
Plessis, wisely, did not seek to defend
any of this reasoning.
[13]
I turn to consider the first of Du Plessis’s two review
grounds: that the arbitrator did
not have the power to adjudicate any
dispute arising from the impact of clause 31 on clause 8. His power,
it is contended, was
limited to determining ‘existing disputes’
arising from the Subscription Agreement. It is thus necessary to
understand
which dispute or disputes were referred to the arbitrator
for adjudication.
[14]
On 12 September 2012, Du Plessis proposed the appointment of a
referee in terms of clause 8 of
the Subscription Agreement. In
response to this, Riversdale, through its attorneys on 28 September
2012, responded as follows:
‘
2.
In your letter, you indicate that a dispute has arisen between Mr du
Plessis and
Riversdale concerning whether the
condition precedent as contained in clause 4.1of the
agreement has been fulfilled.
That
is not the only dispute between the parties. There are a number of
other disputes
. These
include,
without limitation
:
2.1
Whether the share subscription and loan agreement between Riversdale
and Mr Du Plessis dated
3 December 2010 (“the subscription
agreement”) has lapsed pursuant to the provisions of clause 7
thereof, as a consequence
of the parties’ failure to
encapsulate the provisions of clause 6 of the subscription agreement
into a more comprehensive
agreement.
2.2
Whether the subscription agreement is too vague to be enforceable.
2.3
Whether Mr Du Plessis is entitled to claim specific performance of
his alleged right to
subscribe to shares in BPP Stage 1 Newco.
3.
It would be preferable if all of these issues (along with any
others that may arise) be resolved in a single proceeding
. . . .
8.
We agree that the dispute is clearly a legal matter. Therefore,
should you agree
that the matter go to arbitration, we would have no
objection to arbitrate in the matter before Advocate C.M. Eloff SC.’
(Emphasis added.)
[15]
It is evident that Riversdale was of the view that
all
disputes between the parties, without limitation, and including any
other disputes that might arise, should be resolved in a single
proceeding. Du Plessis’s attorneys did not take issue with
Riversdale’s view of the ambit of the arbitration. The content
of Riversdale’s letter was echoed in the Arbitration Agreement
their attorneys had prepared and signed in May 2013, although
not
precisely in the same terms.
[16]
Clauses D and H of the introduction set out the arbitrator’s
mandate as follows:
‘
D.
A dispute has arisen between Riversdale and Du Plessis concerning the
validity, binding effect and
enforceability of the Subscription Agreement . . . .
H.
Du Plessis and Riversdale wish to enter into this arbitration
agreement in order to
provide a mechanism for resolving
the
various disputes
between them by way of arbitration conducted in
South Africa pursuant to the provisions of the South African
Arbitration Act 42
of 1965 (“the Act”).
And also in clauses 1 and
2 of the agreement which read:
1.
The parties agree to appoint Advocate CM Eloff SC (“the
Arbitrator”)
as the arbitrator to resolve
the various
disputes between them arising out of or relating to the Subscription
Agreement
, the Restraint Agreement and the payment of the
restraint amount by Riversdale to Du Plessis.
The parties shall be
entitled to refer to the Arbitrator any and all claims and
counterclaims they may have against each other arising
out of or
relating to the Subscription Agreement
, the Restraint Agreement,
or the payment of the restraint amount.
2.
The disputes referred to arbitration shall be any and all existing
disputes between
Du Plessis and Riversdale
arising
out of, or relating to, the Subscription Agreement
. . . as specifically set out and identified in the pleadings filed
by the parties in this arbitration.’ (Emphasis added.)
[17]
In short, the parties were entitled to refer any one of ‘various’
disputes between
them ‘arising out of, or relating to, the
Subscription Agreement’ to the arbitrator for decision.
[18]
The principal dispute between the parties, as is clear from clause D
of the Arbitration Agreement,
concerned the validity, binding effect
and enforceability of the Subscription Agreement. The relevant
clauses to which reference
was made earlier are described and set out
in more detail below.
[19]
Clauses 5.2-5.3 of the Subscription Agreement provided:
‘
5.2
Subject to clauses 6 and 7, Riversdale shall procure for JdP (Du
Plessis) the right to acquire
shares (“the Shares”) in
BPP Stage 1 Newco, at financial close, such shares to equal 1,5% . .
. of the issued share
capital of the BPP Stage 1 Newco.
5.3
The subscription price of the Shares shall be US$1 million . . . .’
[20]
Clause 6 of the Subscription Agreement contemplated that, should Du
Plessis ‘elect to acquire
the Shares’ in Newco,
Riversdale would advance (or procure the advance of) U.S.$1 million
to Du Plessis in terms of a loan
agreement to be negotiated. The loan
agreement would, at a minimum, contain certain terms and conditions,
which were stated in
clauses 6.3-6.4.
[21]
Clause 7 of the Subscription Agreement provided:
‘
The
Parties shall negotiate in good faith to encapsulate the provisions
of clause 6 in a more comprehensive agreement,
to
be concluded within a reasonable time after the Signature Date,
failing which this Agreement will lapse and be of no force and
effect
.’ (Emphasis
added.)
[22]
Clause 8 of the Subscription Agreement provided:
‘
8.1
In the event of:
8.1.1
any dispute or disagreement arising out of or relating to the
assertion or enforcement of any rights or
obligations by any Party
against the others in relation to this Agreement or any of the
provisions or in relation to the relationship
between the Parties
generally; or
8.1.2
any dispute or disagreement arising between the parties as to whether
or not any of them is in breach of
any of their respective
obligations in respect of this Agreement; or
8.1.3
the Parties failing to reach agreement in respect of any other matter
referred to in this Agreement which
requires their prior consultation
and agreement thereto; that dispute, disagreement or failure to reach
agreement shall be referred
by the aggrieved party for final
determination to a referee to be mutually agreed upon between the
parties within a reasonable
time,
failing which such referee shall
be appointed in his sole and absolute discretion by the President of
the South African Institute
of Chartered Accountants or its
successors in title for the time being
but who in making this
appointment shall have regard to the considerations of this clause 8.
8.2
The referee shall be, if the question in issue is:
8.2.1
primarily an accounting matter, an independent practising registered
chartered accountant of not less than
15 (fifteen) years standing;
8.2.2
primarily a legal matter, an independent practising
senior
Counsel or attorney
of not
less than 15 (fifteen) years standing; . . . .’ (Emphasis
added.)
[23]
It is convenient to refer to clause 31 of the Arbitration Agreement,
which lies at the heart
of this dispute, here. The clause read
thus:
‘
This
agreement supersedes the provisions of clause 8 of the subscription
agreement and the restraint agreement
in
relation to the subject matter hereof
.’
(Emphasis added.)
[24]
Riversdale’s exception to the claim read as follows:
‘
4.
On the face of it, as a consequence of the condition contained in
clause 7, the
Alleged Agreement is
unenforceable,
alternatively
is unenforceable when read together with the arbitration
agreement
for one or more
of the following reasons:
4.1
It is subject to a potestative condition (clause 7) that is dependent
upon the will of both
parties.
4.2
An agreement that the parties will negotiate in good faith to
conclude another agreement
is not enforceable because of the absolute
discretion vested in the parties to agree or disagree.
4.3
The condition is not one that can be fictionally fulfilled as alleged
by the claimant.’
(Emphasis added.)
[25]
Both parties filed heads of argument before the relevant exception
was argued. In its first written
argument, Riversdale specifically
argued that the dispute resolution mechanism of clause 8 of the
Subscription Agreement was no
longer available to the parties because
it had been superseded by clause 31 of the Arbitration Agreement. In
his written response,
however, Du Plessis chose not to deal with this
issue.
[26]
At the hearing, on 3 March 2013, Du Plessis filed his first set of
supplementary heads of argument.
There, he sought, for the first
time, to address the argument that clause 31 of the Arbitration
Agreement superseded clause 8 of
the Subscription Agreement. He
argued that the words ‘in relation to the subject matter
hereof’ contained in clause
31 should be taken into account in
interpreting clause 31 of the Arbitration Agreement. It followed, he
argued, that the substitution
of clause 8 with clause 31 was limited
to the subject matter of the Arbitration Agreement which covered only
existing disputes.
The contention was repeated before us in the
appeal. However, it must be borne in mind that this was an
interpretational dispute,
and not a dispute concerning the
arbitrator’s power to adjudicate the issue.
[27]
At the end of the hearing, the arbitrator invited the parties to file
supplementary heads of
argument on this point. Riversdale delivered
its supplementary argument on 6 March 2014, and Du Plessis lodged his
on 17 March
2014. Here, he dealt explicitly with the impact of
clause 31 of the Arbitration Agreement on clause 8.1.3 of the
Subscription Agreement.
Nowhere in his three sets of heads of
argument did he take issue with the arbitrator’s power to
interpret clause 31
of the Arbitration Agreement in conjunction
with the Subscription Agreement. Instead, his argument was that
clause 31 of the arbitration
agreement superseded clause 8 of the
Subscription Agreement only for existing disputes, which did not
include the inability to
conclude an agreement in terms of clause 7.
But this was a dispute about a point of law; there was no issue
raised concerning the
arbitrator’s power to adjudicate the
issue.
[28]
So, did the arbitrator exceed his jurisdiction in deciding the issue?
The basic principle in
the interpretation of arbitration clauses is
that they must be construed liberally to give effect to their
essential purpose, which
is to resolve legal disputes arising from
commercial relationships before privately agreed tribunals, instead
of through the courts.
When business people choose to arbitrate their
disputes they generally intend all their disputes to be determined by
the same tribunal,
unless they express their wish to exclude any
issues from the arbitrator’s jurisdiction in clear language.
There is thus
a presumption in favour of ‘one stop
arbitration’.
[4]
[29]
Du Plessis fixates on the words ‘existing’ in the phrase
‘any and all existing disputes’
in clause 2 of the
Arbitration Agreement to make the case that only disputes arising
from the Subscription Agreement fell within
the arbitrator’s
jurisdiction. The impact of clause 31 of the Arbitration Agreement,
he contends, was therefore not an existing
dispute. But the error he
makes, I think, is that he misconstrues what constitutes a ‘dispute’
under the Arbitration
Agreement and conflates it with the issues that
were raised on the pleadings.
[30]
The essential dispute between the parties, as I have mentioned, was
the ‘validity, binding
effect and enforceability of the
Subscription Agreement.’ That dispute raised various legal and
factual issues. The meaning
of clause 7, for example, raised a legal
issue. The question whether the suspensive condition had been
fulfilled was one of fact.
But these are not separate and distinct
disputes. Similarly, the issue arising from Du Plessis’s
attempt to get around his
problems with clause 7 by relying on clause
8 attracted the riposte that clause 31 had replaced clause 8. This
was a legal issue
– one of interpretation – that fell
squarely within the arbitrator’s power to determine. The
result, I accept,
is not without difficulty. But whether he was right
or wrong is immaterial.
[31]
Du Plessis was resident in Mozambique and Riversdale is an Australian
Company. The textual and
contextual indications point to the parties
having intended all their disputes, without limitation, to be
resolved by a single
arbitrator in the same forum. In fact, the issue
concerning the effect of clause 31 of the Arbitration Agreement on
clause 8 of
the Subscription Agreement was fully ventilated before
the arbitrator with no question as to his jurisdiction being raised.
On
the probabilities the parties understood this issue to fall
squarely within the ambit of the arbitrator’s powers. It is
therefore
unbusinesslike and insensible to construe the Arbitration
Agreement in a manner that gives the arbitrator the power to resolve
all disputes concerning the validity and enforceability of the
Subscription Agreement, but to exclude the power to decide
Riversdale’s
defence regarding the impact of clause 31 on
clause 8. If there was any residual doubt as to whether Riversdale’s
clause
31 defence fell within the ambit of an existing dispute, the
presumption in favour of ‘one stop arbitration’ settles
the issue. The attack on the arbitrator’s jurisdiction must
therefore fail.
[32]
I turn to consider the second ground of review, which is that the
arbitrator had merely ‘assumed
and accepted’ Riversdale’s
submission that clause 31 of the Arbitration Agreement had replaced
clause 8 of the Subscription
Agreement, instead of interpreting the
clause 31 himself according to established principles. It is thus
contended that he failed
to consider the meaning of the words ‘in
relation to the subject matter hereof’ in clause 31. This
contention was advanced
before and rejected by the arbitrator. As a
result, so the argument proceeded, he overlooked the fact that the
‘subject matter’
of the Arbitration Agreement referred to
‘existing disputes’ in clause 2, and did not include the
effect of clause
31 on clause 8.
[33]
I have, however, already found that the issue concerning the impact
of clause 31 on clause
8 arose from the dispute before the
arbitrator. The issue therefore fell within the ambit of the
arbitrator’s power to decide.
Once that is accepted, the
complaint advanced in the founding affidavit is simply that the
arbitrator erred in his interpretation
of the effect of clause 31 on
clause 8. If this is so – a matter we need not decide –
this was a mistake of law, which
is not a reviewable irregularity as
contemplated in
s 33(1)
(b)
of the
Arbitration Act.
[34
]
Mr Swart, who has represented Du Plessis throughout, was clearly
alive to this problem. He thus
sought to advance a different case
before us, one that was not made on the papers. This was that by
failing to interpret clause
31 through following a proper
‘interpretational process’, Du Plessis was denied a fair
hearing. While not lacking in
ingenuity, the submission is utterly
without merit. It too is simply an attempt to clothe an alleged error
of law in the language
of review.
[35]
The impression sought to be created in this ground of review is that
the arbitrator accepted
Riversdale’s interpretation of clause
31 at face value without interpreting clause himself. But it is
apparent from the award
that the arbitrator did consider the
submissions of both parties before arriving at his decision. The
relevant passages of the
award read thus:
‘
14.
The respondent/excipient argues that the decision in
Southernport
Developments (Pty) Ltd v Transent Limited
,
2005 (2) SA 202
(SCA) is distinguishable from the present case,
because (in)
Southernport
,
the parties expressly provided that their failure to reach an
agreement will be referred for final determination to a referee.
In
the instant case, the former clause 8.1.3 of the agreement (which
provided that an inability on the part of the parties to agree
on any
matter referred to in the agreement, would be referred for a
determination by a referee) placed the agreement in the same
realm as
that in
Southernport
.
However, from 21 May 2013, clause 8.3.1 became replaced by
clause 31 of the Arbitration Agreement, which does not empower
the
Arbitrator to afford contractual rights to, or to impose contractual
obligations upon the parties. The Arbitrator’s powers
have been
carefully circumscribed in the Arbitration Agreement. They do not
include the power to determine a dispute as to what
the terms of a
clause 7 agreement ought to be in case of a deadlock. The result is
that until 21 May 2013, when the arbitration
agreement was concluded,
clause 8.3.1 of the agreement saved it from the consequences of the
Namibian Minerals
decision.
[5]
Thereafter, the absence of clause 8.1.3 and the failure to substitute
it with another deadlock resolution mechanism placed it squarely
within the
Namibian Minerals
type of case, thereby rendering clause 7 unenforceable . . .
19.
The claimant submits that since clause 8.1.3 of the agreement can
only pertain to clause
7, it embodies a deadlock-breaking mechanism,
as was the case in
Southernport
Developments
,
supra
,
having the effect that an inability of the parties to conclude a more
comprehensive agreement in terms of clause 7 should result
in a
deadlock being resolved by way of a referee determination in terms of
clause 8.1.3. I believe this to be correct, but the
effect of the
replacement of clause 8.1.3 by clause 31 of the Arbitration Agreement
is to be considered. The latter clause provides
that “This
agreement [ie the Arbitration Agreement] supersedes the provisions of
clause 8 of the Subscription Agreement and
the Restraint Agreement in
relation to the subject matter hereof”. As I have pointed out
earlier, the consequence of this
substitution is, in my view, that at
the time of the conclusion of the agreement (and until 21 May 2013,
being the date of conclusion
of the Arbitration Agreement), the
parties procured the availability of a mechanism to cater for a
deadlock in relation to their
good faith attempts to reach an
agreement in terms of clause 7, similar to that which existed in
Southernport
.
However, from 21 May 2013, that mechanism was absent and the
fulfilment of clause 7 was dependent on the will of the parties.
That
took the agreement outside of the
Southernport
type of case from that date.’
[36]
To conclude, the Arbitration Agreement gave the arbitrator the power
to determine all existing
disputes that had arisen between the
parties. The main dispute between the parties concerned the validity,
binding effect and enforceability
of the
Subscription Agreement. The issue concerning the effect of
clause 31 of the Arbitration Agreement
on clause 8 of the
Subscription fell within the ambit of this dispute. The Arbitration
Agreement thus clothed the arbitrator with
the jurisdiction to decide
this issue. The arbitrator considered the submissions from the
parties and interpreted clause 31. If
the arbitrator erred in his
interpretation, his error, being a mistake of law, was not
reviewable.
[37]
In the result the appeal is upheld with costs.
The
order of the court a quo is set aside and the following order is
substituted in its place:
‘
The
application is dismissed with costs.’
________________
A
Cachalia
Judge
of Appeal
APPEARANCES
For
Appellant:
P Levenberg SC
(with him S Mohapi)
Instructed
by:
Bowman Gilfillan Inc,
Johannesburg
McIntyre & Van der
Post, Bloemfontein
For
First Respondent: B H
Swart SC
Instructed by:
Viljoen Swanepoel
Attorneys c/o Honey & Partners Inc,
Sandton
Webbers Attorneys,
Bloemfontein
[1]
Telcordia Technologies Inc v
Telkom SA Ltd
[2006] ZASCA 112
;
2007 (3) SA
266
(SCA) paras 32 and 38.
[2]
Telcordia Technologies Inc v
Telkom SA Limited
[2006] ZASCA 112
;
2007 (3)
SA 266
(SCA) para 86.
[3]
Dettman v Goldfain & another
1975 (3) SA 385
(A) 399G-400D;
Elgin
Brown & Hamer (Pty) Ltd v Industrial Machinery (Pty) Ltd
[1993] ZASCA 55
;
1993
(3) SA 424
(A).
[4]
Zhongji Development Construction
Engineering Company Limited v Kamoto Copper Co SARL
2015
(1) SA 345
(SCA) paras 31, 32 and 59.
[5]
Namibian Minerals Corporation
Limited v Benguela Concessions Limited
[1996] ZASCA 140
;
1997
(2) SA 548
(A).