The Most Recurring Clauses in Internationalized State-Investor Contracts in Laos: From the Lao Lawyer’s Perspective
By: Xaypaseuth Phomsoupha, PhD
Principal Solicitor-at-Law
Researcher & Author
This abridged article may be apt for Laotian legal practitioners and academic staff in the Lao universities that provide courses in international commercial law.
1. Introduction
1.1. In the era of globalization, transactions are not confined to the relationship between different actors domiciled in the same jurisdiction. When the actors carry commercial undertakings beyond national boundaries, the transaction becomes international and relates to international commercial law.[1] Transnational commercial transactions give rise to a global contract into which private parties enter. Foreign investment has played a crucial role in many states that enjoy an open economy, where investors from other states carry various business activities on the same footing as the host state investing entities or agencies.[2] Government agencies of developing economies usually sign long-term commercial contracts with private foreign investors to grant concession rights to create, for instance, natural resources belonging to the states.[3] In Laos, many concession agreements on natural resource development projects are found to have been assisted by non-Laos domiciled lawyers who lack local legal knowledge, even though such concession agreements are governed by and interpreted in accordance with the Lao law.[4] People did not attend to the afore-described contract formation absent empirical legal review. No Lao lawyer ever examined the ramifications of unsettled legal advice that could undermine or compromise the legal profession in Laos.
1.2. This paper examines two of the most recurring clauses in contracts between private investors and state agencies with respect to the contract’s effectiveness in protecting host interests and foreign investments. The analysis focuses on the operation of commercial contracts subjected to international dispute resolution in the real life of several internationalised commercial contracts accorded in the Lao context. Although practising law in the civil code country of Laos, the author intends to reflect case laws instituted in other common law countries worldwide. The author’s inspiration emanates from his long-time experience in international commercial arbitration; the arbitration clauses are often applied to English law, and arbitration venues take place in the English law jurisdiction.
2.International Transaction Contracts
International transaction contracts vary in terms of their formulation and operation. The nature of cross-border transactions is distinguished by the contract jurisdiction, centres of main interests (COMI), and parties’ domiciles. Scholars categorized international contracts involving cross-border elements in the aspects as the following: [5]
2.1. Contracts by Two Parties Domiciled in the Different States
When two parties domiciled in different sovereign states have entered into an agreement, the agreement’s performance gives rise to a commercial relationship between the parties of the two states and, thereby, two sets of jurisdictions.[6] Regardless of whether goods and services are transacted in one or more states, any deals entered into by parties originating in two or more domiciles meet an internationalised contract status.[7] Contracts under this category are subject to two different regulatory bodies; hence, a choice of jurisdiction applies.
2.2. Contracts Governed by Foreign Law
Under certain circumstances, two businesses of the same country sign a contract governed by the other country’s law. Agreements formulated under the nature, as described herein, relate to international requirements associated with the services such as finance in different jurisdiction sets.[8] An example is the insurance policy’s requirements to cover the contracted objects that may be affected outside the jurisdiction of the contract parties. Although the insurance agreement formulation is a separate deal between the parties thereto, any disputes over the insured goods under the sale contracts are to be resolved according to the jurisdiction the insurer mandatorily requires. [9] Buying insurance stems from the protection of the investment of either party to the sale contracts or the requirements of commercial banks that fund the sale of goods.[10] The governing law of a contract depends on the centre of main interests in respect of the contract.
2.3. Contracts Relating to International Supply
When goods and services are internationally transacted under a contract, the parties to which registered their business in the same juristic country, the purchase contract falls into the international undertaking.[11] One form of the contract the parties perform under the modus operandi, as contemplated herein, is an agreement for the purchase of goods signed and entered into between the buyer and subsidiary representing its parent entity in supplying goods and services.[12] The buyer and subsidiary are legal entities registered in the same state; however, the parent company, the party to the sale contract, is the supplier. The successful performance of the sale contract depends upon the supplier’s action.[13] As such, the supplier may require that applicable law interpreting the sale contacts or court jurisdiction when a dispute arises shall be independent of the state where the sale contract is concluded.[14] Any contracts that fall into the category as exemplified here are international.
2.4. Law Related to Cross-Border Transactions
International commercial law has integrated cross-border elements into domestic commercial agreements in which the parties are domiciled in a single state. Many developing countries, including Laos, have hosted foreign direct investment in natural resource development by signing long-term concession agreements with the concessionaires, who are expected to bring financing and technology into the host states.[15] These days, financings and related arrangements such as credit facilities and securities are not confined to only one jurisdiction. Although a concessionaire and the host government agency signing a long-term concession agreement on the natural resource exploitation project are domiciled in the same state, financing, heavy equipment supply, and insurance occur beyond the border.[16] Ultimately, the domestic concession agreement is subject to cross-border consideration with respect to the requirements for asserting applicable foreign law in interpreting the concession agreement and international dispute resolution as may be challenged by either party thereto.[17] As financing documents are the overarching agreement in developing the projects, the host states shall abide by international treaties they have signed or ratified, as the case may be.
3. Two Most Recurring Clauses in Investor-State Contracts
The host country’s state agency may inevitably sign a long-term concession agreement with the investing entity to develop a natural resource-based project in an open and deregulated economy. The deal has set commercial commitments for the parties to the contract on a long-term basis.[18] Although many host states have developed an efficient model concession agreement, lawyers of either the host state agency or private investor must be assigned to revisit the concession agreement’s recurring clauses, which may vary from time to time.[19] Unfortunately, some responsible Laotian officials do not sufficiently attend to Lao lawyers’ crucial roles in giving legal advice on forming internationalized contracts from the Lao law perspective. Accordingly, arbitration agreements in many concession agreements advised by non-Laos registered lawyers are subject to international conventions to which Lao PDR does not sign accession.[20] Furthermore, many internationalised contracts have spotted ignorance about the requirements of Lao substantive law governing the parties’ obligations.[21] When such contracts are challenged in international commercial arbitration, the host agencies representing Laos’s government are unlikely to be advantaged. Given the vagaries of the global environment surrounding geopolitics, financing, and the evolution of the host country’s internal legislation, the author of this paper would advise that the parties’ lawyers acting for the government of Laos should attend to two of the most recurring clauses, including the renegotiation clause and stabilization clause.
3.1. Renegotiation Clauses
3.1.1. Understanding Force Majeure
Lawyers describe “Force Majeure” as an event, circumstance, or combination beyond reasonable control due to no fault or negligence of the party claiming Force Majeure. The events include, but are not limited to, natural events such as fire, explosion, landslide, lightning, earthquake, storms, severe weather conditions or other natural disasters, as provided in Anderson and Warner.[22] The definition of Force Majeure given in Anderson and Warner tended to focus on natural events and hence failed to include non-natural events that may frustrate or even halt the operation of the long-term concession agreements. According to Can and Leader,[23] sovereign events surrounding the acts of war, invasion, armed conflict, revolution, riot, civil unrest, insurrection, military or usurped power, state of siege, civil commotion or the declaration or maintenance of martial law or state of siege, acts of terrorism or sabotage, strikes, go-slows or lockouts or other labour disturbances or industrial action which are widespread or nationwide nuclear or radioactive explosion or contamination, epidemic or plague; blockade, embargo, any closing of borders, roads, rail links, airports, harbours, docks or other adjuncts of transport, shipping or navigation of, to or within any place. As defined in Anderson and Warner[24] and Can and Leader,[25] Force Majeure events generalize to the application of events, not due to any action thereof, that impair the parties to perform respective obligations in the contracts. In drafting an agreement, lawyers should tailor events to the risky nature of the transactions to the extent generally theorized and commensurate with the local norms.
3.1.2. Understanding Hardship
An event adversely impacting the equilibrium of a contract either by increasing the costs of one party or reducing profits of the other, or the combination of the foregoing is referred to as hardship. Hardship tends to be initiated by human actions outside the control of contracting parties. According to Berger,[26] the occurrence of events beyond the control of the aggrieved party after concluding the contract means hardship. A risk not assumed by one party becomes the hardship of the other party to the agreement. As provided in Berger,[27] both the event of hardship and risk generalize to events affecting the contract performance in the short term.
3.1.3. Consequences
A. Consequences of Force Majeure Events
If the obligations of one or both parties are halted as a consequence of the Force Majeure or sovereign event occurrence, the relevant period of the contract is to be extended for the same time of the circumstance.[28] As suggested by Berger, the notion of time extension upon the occurrence of a Force Majeure event may not apply to all events of the natural Force Majeure.[29] If an earthquake hard hits project facilities, parties to the concession agreement are forced to suspend their respective obligations until remedial work has brought the project into regular operation. If the parties agree to extend the concession agreement terms equivalent to the period of the earthquake occurrence and the time for repair work, the affected party’s economic position may not be equally restored had the earthquake not happened.[30] The parties to the agreement need to renegotiate to make the business of the investing party financially viable during the remaining period. Likewise, non-natural events like political and sovereign events also negatively affect contract operations. In Lena Goldfields, Ltd v Soviet Government,[31] where an act of hostility in the USSR’s host state at the time prevented Lena from continuing her concession on the gold mining, the concession agreement ceased to exist. The arbitral tribunal granted an award for Lena that took several years to settle the difference.
Unlike in the Force Majeure events, parties to the concession agreements restore commercial equilibrium upon hardship occurrence so that the object of their agreement is back to regular status. The parties to the concession agreement rectify the negative consequences of the hardship by way of renegotiation. In Kuwait v American Independent Oil Company,[32] the award of the Ad Hoc Arbitration Agreement formed a basis for renegotiation of the parties’ reciprocal claims upon the termination of the concession agreement.
C. Protection
Many developing economies have strived to attract foreign indirect investment in natural resources development projects such as hydropower generation, mineral extraction, and land use through signing long-term concession agreements with private investors. Berger suggested that a renegotiation clause helps mitigate risks associated with the occurrence of Force Majeure events and hardship to the detriment of the contract operation. [33] Berger,[34] however, failed to note that the renegotiation clause tends to favour the host state, as in Kuwait v American Independent Oil Company,[35] SGS v Pakistan,[36] and Hamester v Ghana,[37] the hosts were more powerful in renegotiating with investors, who already put their investment assets on the foreign soils. Recently, the investment trends in these countries have been static or even in a downturn due to unfavourable conditions.
3.2.1. Understanding Stabilization Clauses
Resource development projects such as oil exploitation, mineral extraction, and hydropower generation finance are risk-prone. The project development is subjected to risks associated with various factors, including but not limited to geology, hydrology, geopolitics, financing, and even actions of the host governments. Developing nations, who own the resources, tend to attract foreign investors who can procure technology, finance, and market the final products. In signing and entering into a long-term investor-state contract, foreign investors are most concerned over the host governments’ actions under an unstable legal system. Nonetheless, host states wish to protect their investment partners through the investor-state contract arrangement to attract financing, technology, and benefits accrued from the investment. According to Coale,[38] concessional agreements incorporated with stabilization clauses are convincible for foreign investors in dealing with political risks that may occur in the host countries during the contract terms. As investors want to ensure that their finance is safe and their assets generate expected financial profits, they must stabilise relevant concession agreements over contract terms.[39] Likewise, host governments also want to ensure that the resources fully generate income for the nation’s wealth to be secured by effective contracts.[40] Like Force Majeure, stabilization clauses usually operate with renegotiation clauses in an agreement that aims to ensure both the host nation’s and investors’ interests.
3.2.2. Varieties of Stabilization Clauses
In this paper, the author presents selected stabilization clauses in a long-term contract to reflect various contractual measures in protecting the parties’ rights when a dispute arises. Any factors outside the parties’ control affecting the agreement should have been redressed in one way or another so that the long-term investment projects produce, at best, outcomes as envisaged at the project formulation stage.
A. Umbrella Protection
States may intervene in business by entering into bilateral investment treaties (BITs) with other state counterparts. Two states’ governments enter and sign a bilateral agreement, protecting the investment from one jurisdiction to another. In the Agreement between the Government of Laos and the Government of Vietnam,[41] Article 5 states that investors of either state are protected from expropriation while investing in the other’s jurisdiction. Article 7 sets out a settlement of investment disputes between a contracting party and an investor of the other contracting party. Article 8 deals with disputes arising in the interaction between the state agencies of the two contracting parties.[42] A handful of Vietnamese investors signed long-term concession agreements in Laos’ hydropower generation projects that referred to the Laos-Vietnam BIT’s umbrella clauses. Although people have ostensibly believed that the Laos-Vietnam BIT stabilised their inter-jurisdictional investments, the umbrella clauses were never tested.[43] The author observes that the BIT accorded between Laos and Vietnam in the 1990s set out dispute resolutions in the venue in Washington DC, USA, under the ICSID Arbitration Rules to which Laos is not a member.[44] Moreover, when a dispute arises in a commercial contract signed between two parties, each from Laos and Vietnam, both parties will incur high expenses to have their difference arbitrated in the USA under the ICSID Rules; during the 1990s’ Laos signed several BITs with its counterparts that contained impractically resolving disputes due to a lack of understanding of forum convenience.[45] Otherwise, a consortium of investors investing in one large-scale project comprises several members, each usually originating in a different state, making the parties impractically apply all BITs, as so signed, to an arbitration clause of one commercial contract.
In Société Générale de Surveillance S.A. v Pakistan,[46] however, the ICSID Arbitral Tribunal supported arbitration Pakistan agreed under host state law as decided in the Pre-Shipment Inspection Agreement rather than referring to the umbrella clauses in the Swiss-Pakistan BIT. In some developing states where their legal systems are unstable, foreign investors are reluctant to accept an arbitration venue and law of the host country in resolving disputes that may arise during the contract operation.
B. Applicable Law
Where a contract is signed and entered into by a host government and foreign investors, the parties shall agree on an applicable law to interpret substantive matters under the contract.[47] One must note that the law to govern a contract differs from that for an arbitration agreement. However, the author found many state-investor commercial contracts containing a Bible-like applicable law clause, employing Lao law and English as the substantive governing law in one contract.[48] The applicable law clause may be a legacy passed from one earlier version to another later since the early 1990s when the Lao government agencies were permitted by law to sign commercial contracts with private investors.[49] According to Sornarajah, a choice of law differs from a choice of forum, whereas the former applies to agreement interpretation, and arbitral tribunals entertain the latter.[50] In Sapphire International Petroleum v National Iranian Oil Co., the parties agreed that the Iranian authorities should not have terminated the agreement without the other party’s consent but failed to include a stabilization clause regarding a choice of law in the oil extraction contract.[51] After the Iranian government terminated the concession agreement, a dispute was referred to an arbitrational tribunal, which held that the law for arbitration proceedings was referred to in other similar contracts signed by the Iranian government.[52] Without being specific, stabilization clauses are not a panacea to address all risks surrounding foreign investment outside the investors’ domicile. Investors shall safeguard their interests when they negotiate agreements with foreign governments.[53] The nationalization of private assets in whole or in part has been an inherent phenomenon in contract performance by developing host governments. Investors are concerned over the expropriation of their investments in tangible and intangible forms by the governments’ actions where the investments occur.[54] In AGIP v Popular Republic of Congo,[55] after the Republic of Congo’s government nationalized AGIP’s assets, a dispute was resolved by international arbitrators in accordance with the stabilization clause in the oil concession agreement. The tribunal reaffirmed that the stabilization clause was valid, and hence, principles of international law applied to the dispute resolution between the Congolese government and foreign investors.[56] The law governing arbitration clauses is the decisive factor for international dispute resolution.
C. Change-In-Law
States have the full sovereign power to introduce new legislation and change it when and where they think fit. However, if the states enjoy a change-in-law event without considering negative impacts on business in their jurisdiction, income streams expected to be produced by investment will disappear from the economy. In CMS v Argentina, where a dispute over legislation changes in the host state―Argentina―was brought to international arbitration, the tribunal held that the Argentine government was held responsible for its actions in altering legal measures and adversely impacted the CMS’ business.[57] In drafting change-in-law clauses, lawyers serving their clients should bear in mind that no private companies can refrain governments from varying and altering their legislation. A threshold beyond which the relevant business cannot survive shall be set and agreed upon with the host state when investors formulate an agreement with the host country.[58] Practically, investors should be ready to accept de minimis change, for instance, an increase of tollway fees and car parking charges as may vary from time to time in the host country, that is by no means to the detriment of private businesses.[59] In all cases, the lawyer shall ensure that the forgoing clause appears in the contract he or she has drafted for clients.
4. Conclusion
4.1. Foreign investment can survive in an environment where the state’s actions support business undertakings. States wishing to attract long-term foreign investment, particularly in resource development projects, must safeguard investors’ interests. [60] Investors doing business outside their state’s jurisdiction need to understand the laws of the host adequately.[61] The state’s policy on investment and investors’ concerns are expressed in a long-term contract, which shall be fair and acceptable to the direct parties and counterparties.
4.2. Contractually, a party is not liable to the other for acts outside the former’s control. If an event outside the control of both parties to the agreement adversely affects the undertaking, the parties may agree on mitigating the risks with pre-agreed mechanics or referring to the third party’s neutral arbitrators.[62] In any event, the parties to the agreement have their interests stabilized as much as possible.
4.3. Stabilization clauses have helped the parties to the contract to mitigate natural, commercial, and political risks to a great extent. The clauses range from agreement on renegotiating affected provisions to stabilizing the arrangements by referring to arbitration to be judged by the third party when disputes have arisen.[63] As no single formulae for redressing inherent risks in state-investor agreements exist in the Lao context, lawyers drafting international long-term concession agreements for their clients must attend to protection clauses on a case-by-case basis in accordance with applicable Lao law.
4.4. Non-licensed lawyers or so-called freelance misrepresenting clients in Laos must refrain from giving legal advice to clients without a license, including not paying government taxes. One must remember that misrepresentation and evading government taxes on the given advice have undermined competition in the legal profession. The action of the non-licensed lawyers may not be merely tortious under the Lao law. The act of illegal lawyers has damaged state interests and the legal profession in Laos to a great extent. Thus, as a licensed Lao lawyer, the author pleads with relevant authorities to manage the illegal as soon as possible.
BIBLIOGRAPHIES
Primary Sources
Legislation
Agreement between the Government of Laos and the Government of Vietnam, Vientiane,14 January 1996< https://wtocenter.vn/upload/files/hiep-dinh-khac/321-asia/327-vietnam-laos/6>accessed 12 August 2020
Cases
AGIP v Popular Republic of Congo, ICSID Case No. ARB/77/1
CMS v Argentina Rep., ICSID Case No. ARB/01/8, Award 53-73 (Apr. 25, 2005), 44 I.L.M. 1205(2005)
Gustav F W Hamester GmbH & Co KG v. Republic of Ghana (ICSID Case No. ARB/07/24)
Kuwait v American Independent Oil Company, 1982, 21 I.L.M. 976,992, 1002 (1982)
Lena Goldfields, Ltd v Soviet Government, Cornell L.Q. 31, 42 (1950-51)
Sapphire International Petroleum v National Iranian Oil Co, ILR 1963
Société Générale de Surveillance S.A. v Islamic Rep. of Pakistan, ICSID Case No. ARB/01/03, Obligations to Jurisdiction (Aug. 6, 2003), 8 ICSID Rep. 406(2005)
Books
Anderson M. and Warner V, Drafting and Negotiating Commercial Contact (Bloomsbury Professional 2016)
Salacuse W. J., The Three Laws of International Investment (First Edition 2013, Oxford University Press), ISBN 978-0-19-965456-7
Sornarajah M., The International Law on Foreign Investment (4th edition 2017), e-book <www.cambridge.or/9781107133624, DOI:10.2017/9781316459959
Websites
David Rossati in Cross-border Commercial Transactions and Foreign Investor-State Contracts< https://campus.college.ch/courses/syllabus/4536?tab=class> accessed 4-21 August 2020
Klaus Peter Berger, “Renegotiation and Adaptation of International Investment Contracts: The Role of Contract Drafters and Arbitrators”, 36 Vand. J. Transnat’l. 1347 2003< https://campus.college.ch/courses/syllabus/4536?tab=class> accessed 20 August 2020
Margarita T.B. Coale, “Stabilization Clauses in International Petroleum Transactions”, 30 Denv. J. Int’l & Plo’y 2001-2002<https://campus.college.ch/courses/syllabus/ 4536?tab=class>accessed 20-21 August 2020
Ozgur Can and Sheldon Leader, “Legal Analysis of Nam Theun 2 Concession Agreement: Memorandum of Legal Issues in Relation to The concession Agreement”, Human Rights Centre, Essex University, 2005, 9< https://www.internationalrivers.org/sites/default/files/ attached-files/ 060118analysis.pdf>accessed 20 August 2020
Sam Foster Halibi, “Efficient Contracting between Foreign Investors and the Host States: Evidence from Stabilization Clauses” <http: ssm.com/abstract=1799556>accessed 19 August 2020
[1] David Rossati in Cross-border Commercial Transactions and Foreign Investor-State Contracts
[2] ibid
[3] M. Sornarajah, The International Law on Foreign Investment (4th edition 2017) 13, e-book <www.cambridge.or/9781107133624, DOI:10.2017/9781316459959
[4] Personal communication
[5] ibid (n 1)
[6] ibid
[7] Ibid (n 3)
[8] Ibid, 2017, 14-15
[9] Sam Foster Halibi, Efficient Contracting between Foreign Investors and Host States: Evidence from Stabilization Clauses<http: ssm.com/abstract=1799556>accessed 19 August 2020
[10] ibid
[11] Jeswald W. Salacuse, The Three Laws of International Investment (First Edition 2013, Oxford University Press), 41, ISBN 978-0-19-965456-7
[12] ibid
[13] ibid
[14] ibid
[15] ibid (n 3) 14-21
[16] Ibid (n 3)
[17] Ibid (n 7) 147-149
[18] ibid
[19] ibid
[20] Pers. com
[21] ibid
[22] Mark Anderson and Victor Warner, Drafting and Negotiating Commercial Contact (Bloomsbury Professional 2016) 131-132
[23] Ozgur Can and Sheldon Leader, Legal Analysis of Nam Theun 2 Concession Agreement: Memorandum of Legal Issues in Relation to the concession Agreement, Human Rights Centre, Essex University, 2005, 9< https://www.internationalrivers.org/sites/default/files/attached-files/060118analysis.pdf>accessed 20 August 2020
[24] ibid (n 15) 131-132
[25] ibid (n 16) 9
[26] Klaus Peter Berger, Renegotiation and Adaptation of International Investment Contracts: The Role of Contract Drafters and Arbitrators, 36 Vand. J. Transnat’l. 1347 2003https://campus.college.ch/courses/ syllabus/4536?tab=class https://campus.college.ch/courses/syllabus/4536?tab=class accessed 20 August 2020
[27] ibid
[28] Ibid, 1350
[29] Ibid, 1351-1352
[30] ibid
[31] Lena Goldfields, Ltd v Soviet Government, Cornell L.Q. 31, 42 (1950-51)
[32] Kuwait v American Independent Oil Company, 1982, 21 I.L.M. 976,992, 1002 (1982)
[33] Ibid (n 19)
[34] Ibid (n 19)
[35] Kuwait v American Independent Oil Company, 1982, 21 I.L.M. 976,992, 1002 (1982)
[36] Société Générale de Surveillance S.A. v Islamic Rep. of Pakistan, ICSID Case No. ARB/01/03, Obligations to Jurisdiction (Aug. 6, 2003), 8 ICSID Rep. 406(2005)
[37] Gustav F W Hamester GmbH & Co KG v. Republic of Ghana (ICSID Case No. ARB/07/24)
[38] Margarita T.B. Coale, Stabilization Clauses in International Petroleum Transactions, 30 Denv. J. Int’l & Plo’y 2001-2002<https://campus.college.ch/courses/syllabus/4536?tab=class> accessed 20-21 August 2020
[39] ibid
[40] ibid
[41] See Agreement between the Government of Laos and the Government of Vietnam, Vientiane,14 January 1996< https://wtocenter.vn/upload/files/hiep-dinh-khac/321-asia/327-vietnam-laos/6>accessed 12 August 2020
[42] Ibid, 1996
[43] ibid
[44] Pers. Com.
iété Générale de Surveillance S.A. v Islamic Rep. of Pakistan, ICSID Case No. ARB/01/03, Obligations to Jurisdiction (Aug. 6, 2003), 8 ICSID Rep. 406(2005)
[47] ibid
[48] Per. Com
[49] ibid
[50] ibid (n 3) 13
[51] Sapphire International Petroleum v National Iranian Oil Co, ILR 1963, at 136 et seq.< https://campus.college.ch/courses/syllabus/4536?tab=class
[52] ibid
[53] ibid
[54] Ibid (n 26)
[55] AGIP v Popular Republic of Congo, ICSID Case No. ARB/77/1
[56] ibid
[57] CMS v Argentina Rep., ICSID Case No. ARB/01/8, Award 53-73 (Apr. 25, 2005), 44 I.L.M. 1205(2005)
[58] Ibid (n 3)
[59] Ibid (n 4), (n 7)
[60] Ibid (n 3)
[61] Ibid (n 1)
[62] Ibid (n 14)
[63] Ibid (n 24), (n 25)