Birmingham City FC: Small Heath, Big Breaches
On 14 August 2018 Birmingham City FC (“BCFC”) were charged with a breach of the English Football League’s (“EFL”) Championship Profitability and Sustainability Rules (“CPSR”) in respect of the three-year period 2015/2016 to 2017/2018 (“14 August 2018 Charge”).
BCFC admitted the 14 August 2018 Charge. On 18 March 2019 a hearing took place before an Independent Disciplinary Commission in respect of the appropriate sanction for BCFC following its admission of the 14 August 2018 Charge. The Independent Disciplinary Commission considered evidence and submissions from BCFC and EFL and subsequently sanctioned BCFC with a nine-point deduction to take effect during the then ongoing 2018/2019 EFL Championship season. The written reasons for the Independent Disciplinary Commission’s decision are dated 22 March 2019 (“22 March 2019 Decision”).
On 19 May 2019 BCFC were charged by the EFL for failing to comply with a business plan agreed between the EFL and BCFC on 1 August 2018 (“19 May 2019 Charge”).
On 12 February 2019 a hearing took place before an Independent Disciplinary Commission to deal with the 19 May 2019 Charge. At that hearing, BCFC denied the 19 May 2019 Charge and the Independent Disciplinary Commission, agreeing with BCFC, subsequently dismissed the 19 May 2019 Charge. The written reasons for the Independent Disciplinary Commission’s decision are dated 6 March 2020 (“6 March 2020 Decision”).
The EFL appealed against the 6 March 2020 Decision.
On 10 June 2020 a hearing took place before a League Arbitration Panel to deal with the EFL’s appeal against the 6 March 2020 Decision. At that hearing, the League Arbitration Panel heard submissions from EFL and BCFC and subsequently allowed EFL’s appeal, finding that the EFL had proved the 19 May 2019 Charge, and sanctioned BCFC with a reprimand. The written reasons for the League Arbitration Panel’s decision are dated 29 June 2020 (“29 June 2020 Decision”).
This article will provide a summary of those three decisions.
22 March 2019 Decision
An explanation of the CPSR is provided in this earlier Football Law article. For those unfamiliar with the CPSR it is recommended that that explanation of the CPSR is read before reading the rest of this article.
BCFC’s admission of the 14 August 2018 Charge was an admission that BCFC had incurred losses totalling £48.787m over the three-year period 2015/2016 to 2017/2018, exceeding the permitted upper loss threshold of £39m by £9.787m.[1]
At the hearing before the Independent Disciplinary Commission (“IDC”) it was noted that EFL and BCFC agreed that the appropriate sanction to be imposed on BCFC was a points deduction.[2] The IDC was required to decide what was to be the ‘fair and correct sanction to be imposed on [BCFC] on the facts of this case’ and in consideration of the ‘guidelines on sanctioning… approved by the board of the EFL on 17 September 2018’.[3]
In considering the facts of the case:
The IDC noted (i) BCFC’s hiring and dismissal of Gianfranco Zola and Harry Redknapp as managers of BCFC; (ii) Gianfranco Zola’s player transfer spending of £7.45m in January 2017; (iii) Harry Redknapp’s player transfer spending of £23.75m in the summer of 2017; and (iv) in respect of the players brought in from such player transfer spending, there being ‘no controls on the salary terms which could be offered to new players’.[4] The IDC stated that such actions were made ‘without regard to the restraints imposed by the [CPSR], and without any reasonable basis for an assumption that such spending would not result in [BCFC] exceeding the upper loss thresholds in 2017/2018’.
The IDC considered the principles of the CPSR and rejected BCFC’s ‘argument that for the EFL to justify a sporting sanction it is necessary to prove a “measurable sporting advantage” caused by the overspending. That argument does not meet the point that any substantial overspending is in principle detrimental to the interests of other clubs which comply with the rules, because its gives the overspending club a direct advantage in bidding for players during the transfer window. Any such advantage gained from breach of the rules, in the acquisition of players or in the fielding of a stronger team in competition, is in principle unfair’.[8]
The EFL’s sanctioning guidelines were noted as not being binding on the IDC and also only being agreed after the 14 August 2018 Charge.[9] This author has been unable to locate a copy of the EFL’s sanctioning guidelines. However, the IDC provided a helpful summary of the applicable part of the sanctioning guidelines and why BCFC received a sporting sanction:
‘Under the guidelines the points deduction to be imposed is 12 points, which is to be reduced by reference to the amount of overspending above the upper loss threshold. The applicable reduction is by reference to bands of excess expenditure, from less than £2 million, where there is a reduction of 9 points, to £15 million or more, where there is no reduction. The band applicable to this case is £8 – 10 million, giving a reduction of 5 points, so that the net points deduction starts at 7 points. The trend in spending, if diminishing, is then taken into account, as showing an intent to comply. The guidelines then provide for an additional points deduction of up to 9 points for “any aggravating factors”, which are not defined… mitigating factors could also be taken into account.
The points deduction is to be applied in the season following the conclusion of the relevant 3 year monitoring period… However it is clearly desirable that any points deduction should be decided and imposed as early as possible in the relevant season, so that all clubs participating in the Championship understand where they stand in the league. For relegation or promotion outcomes potentially to be affected by a points deduction only announced in the last few weeks of the season is far from ideal. That requires a Disciplinary Commission to be appointed early and a hearing date fixed promptly. Under the procedural rules the chairman does have a power, and a duty, to secure an expeditious hearing, but it is regrettable that in this case, for a number of different reasons, it was not possible for the hearing to be held until 7 months after the charge was brought.
The [IDC] is satisfied that a sporting sanction by points deduction is required. The sanctioning guidelines properly reflect the objectives of the P&S Rules, and should be taken into account as guidance in deciding what points deduction should be applied in the current season. Under the guidelines the level of excess expenditure by the Club falls within the bracket £8 – 10 million, which would indicate a deduction of 7 points, subject to any mitigation or aggravating factors’.[10]
In mitigation, BCFC submitted that this was BCFC’s first offence, but the IDC noted that such an argument did ‘not carry much weight’.[11] However, the IDC allowed BCFC one point in mitigation for ‘promptly [admitting] the breach’ and agreeing to ‘terms and restrictions which had been imposed by the EFL’ and that BCFC had substantially complied with.[12]
However, the IDC noted that BCFC’s increase in expenditure from January 2017 onwards demonstrated a ‘deliberate disregard of the rules’ and that this aggravating factor required a ‘deduction of at least 3 additional points’.[13]
Taking those circumstances and the EFL’s sanctioning guidelines into account, the IDC considered that a nine-point deduction in the then ongoing 2018/2019 season was ‘entirely fair’.[14]
6 March 2020 Decision
CPSR, regulation 2.9 states that if ‘the aggregation of a Club’s Adjusted Earnings Before Tax for T, T-1 and T-2 results in a loss that exceeds the Upper Loss Threshold… then: the Executive may exercise its powers set out in Regulation 16.20’. EFL Regulations, regulation 16.20.1 states that the EFL may require a Championship Club ‘to submit, agree and adhere to a budget’. Breach of such a requirement would amount to ‘misconduct’ pursuant to EFL Regulations, regulation 1.1.
Upon what are now EFL Regulations, regulations 84 and 88, the EFL has the power to bring disciplinary proceedings for misconduct against any club by referring the matter to an IDC, such was the effect of the 19 May 2019 Charge.[15] (The 6 March 2020 Decision appears to switch between 14 May 2019 and 19 May 2019 when referring to the 19 May 2019 Charge. For consistency the latter date is referred to in this article.)
The business plan referred to in the 19 May 2019 Charge was made on 1 August 2018 (with some amendments being made later) and included the following conditions:
BCFC were permitted to register up to six new professional players on certain conditions (“Condition 1”).
‘Prior to 1 February 2019 [BCFC] is required to complete the sale of registered players which after taking into account the costs associated with any registration permitted by the EFL, generate a costs saving to [BCFC] of not less than [£10,574,324] to be made up of profit on player sales, a reduction in player wages and/or a reduction in player amortisation charges in the 2018/2019 Season… The objective of the above cost saving is to put [BCFC] on a trajectory in order to achieve an Adjusted Earnings Before Tax for 2019/20 and beyond that does not exceed the Annual Upper Loss Threshold’ (“Condition 2”).
The cost of signing new players was to be met by way of equity injections from BCFC’s owner (“Condition 3”).
BCFC were to provide certain financial information to the EFL by 14 February 2019 (“Condition 4”).
Any failure to comply with Condition 2, Condition 3 and Condition 4 and having signed new professional players pursuant to Condition 1 would constitute ‘misconduct and may result in separate disciplinary proceedings not only against [BCFC] but potentially those involved in approving those contracts and/or are responsible for the transfer activity at [BCFC]’ (collectively “the Business Plan”).[16]
By 31 January 2019 BCFC had only made a costs saving of £1.87m, substantially below the £10.57m required in Condition 2. By 8 August 2019 BCFC had made a costs saving of £4.5m.[17] Although redacted in the 6 March 2020 Decision, reference is made to what is presumed to be BCFC’s sale of Che Adams to Southampton FC in July 2019 for a reported £15m, which meant that BCFC had satisfied Condition 1 albeit five months after the deadline.[18]
The issues to be resolved by the IDC at the hearing on 12 February 2019, as submitted by BCFC in defence of the 19 May 2019 Charge were:
Whether Condition 2 was subject to any implied terms to the effect that in complying with Condition 2 BCFC was (i) not to act to its financial detriment and (ii) was only required to use its ‘best endeavours’ to comply with Condition 2 by 1 February 2019.
Whether BCFC had complied with Condition 2.
If BCFC had not complied with Condition 2 then what sanction should be applied.
Implied Terms
The IDC noted that ‘the argument for an implied term is open to [BCFC] on the basis that the letter dated 1 August 2018 constitutes a contract agreed between the parties and the regulatory breach alleged is founded on a failure to adhere to [Condition 2]’ and noting:
‘The requirement to adhere to the agreed budget under [EFL Regulations,] regulation 16.20.1 is not in general subject to any qualification as to the financial or commercial capability of the Club. But if particular conditions are attached to an agreed budget as to the means by which the Club is required to manage its income and expenditure so as to adhere to the budget then the position may be different’.[19]
Further, the IDC, following reference to leading authorities on implied terms,[20] summarised the principles applicable to determining whether a term should be implied to Condition 2:
‘… the test is one of necessity not reasonableness, secondly that the fairness of a suggested term is an essential but not sufficient pre-condition for its implication, thirdly that the implication must either be taken to have been obvious to the parties or as necessary to give the agreement business efficacy, and fourthly in judging obviousness the viewpoint is that of notional reasonable people in the position of the parties, not that of the parties based on their understanding of the agreement at the time it was made’.[21]
The IDC rejected BCFC’s submission that there was an implied term in Condition 2 that BCFC was not to act to its financial detriment when selling registered players:
The IDC stated that Condition 2 is a ‘concise requirement contained in one sentence’; and
The IDC stated that the implied term that “BCFC was not to act to its financial detriment when selling players” was ‘neither clear nor obvious’ and, even if implied, would not ‘solve the problems in the application of [Condition 2] on which [BCFC’s] argument for implied terms is based’ (i.e. that BCFC had not breached Condition 2).[22]
The IDC accepted BCFC’s submission that there was an implied term in Condition 2 that BCFC were only required to use “best endeavours” when selling registered players:
The IDC stated that EFL’s position – that there was no implied term in Condition 2 of “best endeavours” held the flawed logic that ‘before 1 February 2019 [BCFC] must, regardless of market conditions and whether the prices offered represent fair value, dispose of whatever number of players is necessary’ to comply with Condition 2.[23]
The IDC accepted BCFC’s submissions that (i) compliance with Condition 2 depended on the willingness of other clubs to make offers to players who are willing to be transferred; (ii) there was tension between Condition 2 and normal compliance with the CPSR in the 2019/2020 season et seq; and (iii) compliance with Condition 2 – which necessitated the selling of players to take place in the January 2019 transfer window only – would create a buyers’ market to the detriment of BCFC.[24]
In accepting those submissions, the IDC noted, firstly, that the objective of, and stated in, Condition 2 ‘must rest on the implicit assumption that the sale of players as directed would be beneficial to [BCFC’s] financial performance’.[25] Secondly, the IDC noted that the effect of Condition 2 meant that BCFC was restricted to making the £10.57m cost saving by selling players in January 2019 only, ‘whether or not the [BCFC] was able, by other means, to achieve an overall financial result which did not exceed the specified loss thresholds [in compliance with the CPSR]’.[26] Comparatively, but for the Business Plan, BCFC would have also been permitted to sell players in the summer 2019 transfer window and generate revenue by, for example and as BCFC did so in May 2019, selling its football stadium.[27] Thirdly, the buyers’ market created by the Business Plan, and notwithstanding the usually limited transfer activity in a January transfer window, was exacerbated by the EFL sending a media release to chairpersons of all EFL Championship clubs indicating the conditions of the Business Plan.[28]
The IDC referred to leading authorities on implied terms of best endeavours, further to the leading authorities on implied terms generally considered earlier. In particular, reference was made to Jet2.com v Blackpool Airport [2012] EWCA Civ 417, (Longmore LJ) [66]:
‘“The phrase ‘best endeavours’ has, however, a respectable legal history behind it. It has been used in leases of public houses since Napoleonic times in the context of keeping the house open and increasing its trade, a context perhaps not wholly dissimilar to promoting services of an airline”,
To which I would add, nor wholly dissimilar to running a football club’.[29]
Summarising this and reaching the conclusion that there was an implied term in Condition 2 that BCFC were only required to use “best endeavours” when selling registered players, the IDC stated:
‘The ability to sell a player depends on the willingness of another club to bid and the willingness of the player to be transferred, factors which are both outside [BCFC’s] control. The circumstances applying in the January 2019 transfer window could not [at the time of the Business Plan] have been predicted with any certainty, save that it was very likely that other clubs would assume that [BCFC] was a forced seller… I fail to see how [Condition 2] could be a reasonable imposition on the Club unless there is an implied term which mitigates the evident potential absurdity of an absolute requirement to sell by 1 February 2019 however many players it took to achieve costs savings of £10.57 million’.[30]
As an aside, it is this author’s opinion that that ‘absurdity’ does not reconcile with the IDC’s rejection of an implied term in Condition 2 that BCFC was not to act to its financial detriment when selling registered players.
Compliance with Condition 2
The EFL had the burden of proving that BCFC had not complied with Condition 2 (subject to the implied term of “best endeavours”). In determining whether the EFL had discharged that burden of proof, the IDC considered evidence relating mainly to BCFC’s ‘most valuable player’ (“MVP”). Again, the player’s name and valuation are redacted from the 6 March 2020 Decision but it is presumed that this player is Che Adams. The IDC considered:
BCFC had placed its MVP on the transfer market through ‘an online platform’ (presumably www.transferroom.com) which generated a number of offers in anticipation of the January 2019 transfer window and which BCFC had done with Condition 2 in mind.[31] Further, BCFC had agreed on a minimum acceptable price which was considered not an unreasonable price when compared to the amount the MVP was eventually sold for in July 2019.
During the January 2019 transfer window BCFC sold three players on permanent transfers and made two loan transfers. However, During the January 2019 transfer window, those sales and loans, coupled with the best offer that was received for BCFC’s MVP would still not have been enough for BCFC to satisfy Condition 2.[32]
There was evidence to suggest that BCFC was selling its players ‘into a market that not prepared to offer fair value for [BCFC’s] players’ and that one of BCFC’s high-earning players declined to be transferred to another club .[33]
Upon that evidence, the IDC concluded that BCFC ‘did make best endeavours to comply with [Condition 2]’ and the failure of BCFC to comply with Condition 2 by 1 February 2019 was ‘not proved to have been due to a lack of best endeavours’.[34]
Further, and in the absence of any substantiated submissions from the EFL, the IDC found that ‘the EFL [had] not discharged the burden of proving that [BCFC] did not use its best endeavours to make sufficient player sales to [comply with Condition 2].[35]
Accordingly, the 19 May 2019 Charge was dismissed.[36]
29 June 2020 Decision
Contrary to the evidence considered by the IDC in the 6 March 2020 Decision concerning BCFC’s MVP in January 2019, it is noted that the 29 June 2020 Decision states:
‘[BCFC] did not generate a costs saving of not less than £10.574m before 1 February 2019. Its cost saving at that date was £1.87m. Shortly before the time limit expired, however, an offer was made by another Club to purchase one of the Respondent’s players [REDACTED], for the sum of [REDACTED] with a further [REDACTED] payable in the even that certain conditions were satisfied. Had that offer been accepted by [BCFC], the costs savings required by Condition 2 would have been made. However, [BCFC] considered that the offer for [REDACTED] did not represent his true market value and declined the offer’.[37]
Indeed, this error in the 6 March 2020 Decision is noted by the LAP in the 29 June 2020 Decision.[38]
Further, and with a foreboding tone before delving into the reasoning of the IDC, the League Arbitration Panel (“LAP”) noted:
‘The undisputed evidence adduced before the [IDC] was that the largest item of expenditure for most clubs comprises players wages. In his witness statement… Mr Detko, [the EFL’s] Director of Finance, explained that usually “the only realistic and meaningful way in which a Club with significant forecast losses can work towards compliance with the [CPSR] is to sell players… thereby achieving savings on player wages and, in some circumstances, obtaining transfer fees”… [this] forms an important party of the background facts which inform the proper interpretation of the [Business Plan]. We also take the view that it constitutes an important consideration to be taken into account when applying the legal test which must be satisfied before a term can be implied into a contract’.[39]
The grounds upon which the EFL appealed against the 6 March 2020 Decision were:
The IDC had ‘erred in law when it concluded that there was incorporated into Condition 2 an implied term that [BCFC] was required to exercise best endeavours to sell registered players to achieve the required cost saving’ (“Ground 1”).[40]
The IDC had ‘erred in concluding that the [EFL] had failed to prove… that [BCFC] had not used its best endeavours [to] sell registered players’ to comply with Condition 2, due to the IDC misinterpretation of the phrase “best endeavours” and the error in evidence regarding BCFC’s MVP referred to above (“Ground 2”).[41]
Ground 1
The LAP was satisfied that the IDC had in mind the correct legal test to determine when it is permissible to imply a term into a contract.[42] One notable reference made by the LAP when recounting the leading authorities on implied terms - which had not been referred to by the IDC - was that made to Byron v Eastern Caribbean Amalgamated Bank [2019] UKPC 16, (Lady Hale) [22]:
‘… construing the words of the contract involves deciding what the parties meant by what they did say. Implying terms into the contract involves deciding whether they would have said something that they did not in fact say had the matter occurred to them. And until one has decided what the parties meant by what they did say, it will be difficult to set about deciding what they would have said’.[43]
Notwithstanding that mindset, the LAP considered that the IDC had ‘engaged in the task of ascertaining the correct interpretation and/or scope of the contract which it found that the parties had concluded by their exchange of correspondence on 1 August 2018, before it went on to apply the test for implying a term into that contract’ (emphasis original).[44]
Applying the correct approach, the LAP proceeded as follows:
The Business Plan was a ‘budget’ as referred to in EFL Regulations, regulation 16.20.1.[45] The significance of this issue was that the IDC – as noted above – had recognised that a ‘budget’ as referred to in EFL Regulations, regulation 16.20.1 was not subject to implied terms whereas conditions attached to a ‘budget’ could be subject to implied terms.[46] The LAP rejected the ICD’s distinction in respect of the Business Plan as the Business Plan was itself ‘an agreed budget’ and BCFC was therefore required to comply with the Business Plan without terms being implied.[47]
The LAP accepted the EFL’s submissions that the implied term of “reasonable endeavours” in Condition 2 was ‘not necessary to give business efficacy to the [Business Plan] and/or a term of [the Business Plan] nor was such a term demanded in order to give [the Business Plan] and/or Condition 2 commercial and practical coherence’.[48] For example: (i) at the time that the parties agreed to the Business Plan it was ‘entirely foreseeable’ that this could create a buyers’ market in the January 2019 transfer window; (ii) point (i) itself demonstrated that there was no need for an implied term to give the Business Plan business efficacy or coherence; (iii) the objective of the Business Plan and of Condition 2 respectively were formulated following BCFC’s breaches of the CPSR that would continue without significant costs savings, and such objectives ‘militated clearly and obviously against the term implied [by the IDC]; (iv) the parties had proceeded with the Business Plan on the basis that ‘the most likely means of achieving significant costs savings was through player sales’; and (v) at no stage between 1 August 2018 and 31 January 2019 did BCFC invite the EFL to renegotiate the Business Plan.[49] (One point that undermines this reasoning is that the sale of BCFC’s stadium in May 2019 generated £17m for BCFC. It is appreciated, though, that this is not an ongoing “cost saving”.)
Further, the LAP addressed the ‘potential absurdity’ identified by the IDC in the 6 March 2020 Decision:
‘The plain fact is, however, that the requisite saving could have been achieved by player sales before 1 February 2019 if [BCFC] had accepted the offer for [MVP]. The offer made in respect of him was very close to [BCFC’s] valuation’.[50]
Considering the above, the LAP concluded that ‘the express terms of the agreed [Business Plan] were entirely consistent with the stated objectives as set out in the [Business Plan] and that applying the test which the [IDC] itself identified as to whether an implied term was justified we are satisfied that no such term was necessary to give business efficacy to the [Business Plan]’.[51]
Ground 2
The LAP identified that the leading authorities on implied terms of best endeavours did not rule out the possibility that ‘an obligation to use best endeavours might require the party obliged to act against his financial interests… whether this was so would depend upon the nature of the contract in question and the relevant surrounding circumstances under consideration’.[52]
In considering those surrounding circumstances, the LAP paid significant regard to the non-sale of BCFC’s MVP in January 2019 which, if completed, would have seen BCFC comply with Condition 2:
‘In reality, [BCFC] was not inclined to transfer one of its star players for a sum which was less than it considered was his minimum value. In our view, an obligation to do all that it reasonably could to achieve the specified cost saving did require [BCFC] to transfer [REDACTED] for the sum offered when [Condition 2] and the surrounding circumstances as we have described them above are considered as a whole’.[53]
Conclusion and Sanction
Following the LAP’s conclusions on Ground 1 and Ground 2 the LAP allowed EFL’s appeal, leaving only the matter of the appropriate sanction for BCFC’s breach of the Business Plan to be determined.
The LAP stated that ‘little time was spent… dealing with the appropriate sanction’, as the main reason for EFL’s appeal was for a determination of Ground 1. Nevertheless, in agreeing with BCFC’s submission that a reprimand was the appropriate sanction the LAP noted that (i) BCFC had, in any event, achieved the cost saving provided for in the Business Plan albeit five months after the agree deadline and by a different mechanism (stadium sale); (ii) BCFC had complied with the CPSR for the season 2018/209, contrary to expectations; and (iii) BCFC had sold players at less than market value in January 2019.[54]
Footnotes
[1] CPSR, regulations 2.9 and 3.1; The English Football League v Birmingham City Football Club, 22 March 2019, [13]-[18].
[2] The English Football League v Birmingham City Football Club, 22 March 2019, [11].
[3] Ibid.
[4] Ibid, [13]-[17].
[5] Ibid, [18].
[6] Ibid, [19].
[7] Ibid, [20]-[24]
[8] Ibid, [28].
[9] Ibid, [29].
[10] Ibid, [31]-[33].
[11] Ibid, [34].
[12] Ibid, [35].
[13] Ibid, [36].
[14] Ibid, [38].
[15] The English Football League v Birmingham City Football Club, 6 March 2020, [6], and [13]-[14].
[16] Ibid, [7]-[9] and [16].
[17] Ibid, [10].
[18] Ibid.
[19] Ibid, [18].
[20] Marks & Spencer v BNP Paribas [2015] UKSC 72; Ali v Petroleum Trinidad & Tobago [2017] UKPC 2.
[21] (n15), [19].
[22] Ibid, [20]-[21].
[23] Ibid, [24].
[24] Ibid, [25].
[25] Ibid, [29].
[26] Ibid, [32].
[27] Ibid.
[28] Ibid, [33]-[34].
[29] Ibid, [35]-[36].
[30] Ibid, [40]-[41].
[31] Ibid, [45(1)].
[32] Ibid, [45(2)]-[45(3)].
[33] Ibid, [45(4)]-[45(5)].
[34] Ibid, [46].
[35] Ibid, [48].
[35] Ibid, [49].
[37] The English Football League v Birmingham City Football Club, 29 June 2020 [25].
[38] Ibid, [39].
[39] Ibid, [30].
[40] Ibid, [41].
[41] Ibid.
[42] Ibid, [48]-[50].
[43] Ibid, [49].
[44] Ibid, [51].
[45] Ibid, [52]-[54].
[46] (n15), [17]; (n37), [55].
[47] (n37), [56].
[48] (n37), [59].
[49] Ibid, [48].
[50] Ibid, [60].
[51] Ibid, [64].
[52] Ibid, [67].
[53] Ibid, [70].
[54] Ibid, [72].
21 August 2020