Electronic Transactions (Contract Formation) Amendment Bill

It is very kind of you to give me an opportunity to talk about the Electronic Transactions (Contract Formation) Amendment Bill, which I have brought to Parliament. We are dealing first with clause 1, which is the title. The Act is the Electronic Transactions (Contract Formation) Amendment Act 2012—

💬 Hon Ruth Dyson: I think it’s “bill”.

—bill. Yes, thank you very much. I thought we could just have some opening remarks about contract formation and why that is an important area of the law.

Most important, people need to know that their contracts will be honoured in life and in business. That is a very important function of the law. Clear and predictable laws governing commerce are some of the foundations of our successful society and are part of the foundation of a successful economy. The fundamentals of business have not changed over the years, in that trading is among the most natural activities of humanity. It is a civilising activity at bottom because it is about making an arrangement from which both parties will benefit. People make deals only if both of the parties will flourish. So most of all trade flourishes when there is a shared understanding of the rules. I trust that this bill will go some way to add to that shared understanding, which is so important in contract law. Clarity and certainty lead to confidence, and confidence leads to greater investment. Investments lead to jobs, employment, and economic growth, which drive the economy, so that we can afford quality health-care, decent education, support for the vulnerable—all those sorts of things that this Government supports.

In my first reading speech on this bill, I said that this bill may not on its own “bring about the brighter future to which we all aspire and to which this Government is so committed, but it is a small and useful addition to the latter’s work.”

💬 Moana Mackey: You’re halfway there.

Thank you. So this bill tidies up one small area of uncertainty and will go some way to increase the flow of business. Given the prevalence of electronic communications in society today, including emails, smartphones, social media, Twitter, and all those things, it is useful that the current Act be amended to cover such areas.

I confess that I am not a lawyer. In fact, I actually started off studying a law degree at the University of Auckland, but found it was not to my taste, so rather indulgently—and now I cannot believe that I did it—I turned down my place in the law school at Auckland University and decided to do a Bachelor of Arts in history.

💬 Hon Todd McClay: The rest is history.

The rest, as they say, is history—that is right. So I did not get to study law, but funnily enough, here we are in the Committee of the whole House embroiled in the details of law.

I wonder whether I could take just a little bit of time in this opening address to bring out some of the details and the origins of the bill that we have got before us. In essence, it is about bringing clarity to the question of electronic transactions, hence the title, the Electronic Transactions (Contract Formation) Amendment Bill. In essence, the bill clarifies a point of contract law that is currently vague. Its purpose is simply to clarify the legal position on the time at which a contract is formed, if the acceptance of the offer is sent by some form of electronic communication. The bill recognises the need for contractual transactions to join the electronic age.

The general rule of contract formation is that a contract is formed at the time at which acceptance of the offer is communicated to the offeror. So when somebody says: “Yes, I accept the offer.”, or the offeror and the acceptor shake hands, then a contract is formed. However, an exception to that rule was created for acceptances created by mail. This goes back to a famous case that we heard about in some of the early addresses, Adams v Lindsell, in 1818. I might trespass just a little bit to go into the details to explain the case.

The case involved two parties in the sale of wool. On 2 September the defendants wrote to the plaintiffs offering to sell them certain fleeces of wool and requiring an answer in the course of the post. The defendants, however, misdirected the letter, so that the plaintiffs did not receive it until 5 September.

💬 Scott Simpson: Fleeced.

No, no—they were not fleeced. They were trying to buy a fleece. The plaintiffs posted their acceptance on the same day, but it was not received until 9 September. Meantime, on 8 September the defendants, not having received an answer by 7 September as they had expected, sold the wool to somebody else, hence the case. The defendants argued that there could not be a binding contract until the answer was actually received and that until then they were free to sell the wool to another buyer. The judge, however, said that if that was true it would be impossible to complete any contract through the post, because if the defendants were not bound by their offer until the answer was received, the plaintiffs would not be bound until they had received word that the defendants had received their acceptance, and this could go on indefinitely.

Instead, it must be considered that the offerors were making the offer to the plaintiffs during every moment that the letter was in the post. So when the offeree had placed their acceptance in the post, there is a fictional meeting of minds that concludes that the offer gives effect to the acceptance. This was tidied further into what was now referred to as the postal acceptance rule in the 1892 case Henthorn v Fraser—and I will not go into the details of that right now—where the court determined the precise timing of acceptance, and that was the moment when the letter of acceptance was posted.

The longstanding rule as to postal acceptances in Adams v Lindsell is not appropriate, I contend, for electronic communications. This has already been recognised by the courts in relation to acceptance of contractual offers by telex, as far back as 1955, in Entores Ltd v Miles Far East Corporation, which treated the communication as being—as with a telephone communication—simultaneous. The facts in the Entores Ltd case involved a London-based trading company that sent an offer by telex for the purchase of copper cathodes from a company based in Amsterdam. So there is no clear case authority on acceptance by email.

I am very grateful to members right across the House, because in the second reading I think we had unanimous support for this bill. I am very grateful to members on all sides of the House for their support on this bill, and I hope we can continue in that spirit of bipartisanship as we go through the rest of the debate this evening.

This bill provides an appropriate way to deal with email acceptances by providing that an offer that can be accepted by electronic communication is deemed to be accepted at the time of receipt by the offeror—that is, when it arrives at the offeror’s in-box. As we go into further consideration of this bill, in the later clauses, we can look at some of the intricacies and nuances around arrival times and the definition of receipt, which is an area of great discussion. That will hold for a few minutes.

I gave consideration to other potential names. The “Email (Contract Formation) Bill” might have been one, but that does not cover the full gamut of potential electronic transactions that could be dealt with by this legislation. The “Text Email and Other Electronic Transactions (Contract Formation) Bill” could have done it, or the one that I thought probably covered it in most detail would have been to call it the “Electronic Transactions (Clarifying the Moment When a Contract Is Formed When Sent by Electronic Means) Amendment Bill”, but I felt that that might have been too wordy. That might not be the first time that I have been accused of being too wordy, and I did not want that reputation to extend. So, on that basis I was hoping that—

It is a pleasure to take part in the Committee stage of the Electronic Transactions (Contract Formation) Amendment Bill, and it is particularly important as we approach or get into the guts of clause 1 of this bill, which deals with the title of the bill, one that I have actually just mentioned.

It has had me pondering, actually—the title of this bill—because tonight we have learnt that the member in the chair, Paul Goldsmith, has a BA in history and, obviously, did many English papers, is a linguist, one with much ability in the spoken and written word, and is an astute and intelligent man. So I think it is our duty tonight to challenge the member in the chair as to the title of this bill and as to whether he has actually got the nub—the true essence—of the title accurate.

We will be considering a range of different names for the title of this bill this evening and asking the gentleman in the chair, Mr Paul Goldsmith, to respond to these titles and to give us a sense of whether we have actually got the nub of the title correct tonight, because what is really important is that this bill will go down in history. It will go down in history as the first bill that the member Paul Goldsmith has taken fully through this House, and that is not a small matter. There are members in this Chamber who have come here year in, year out and have never been able to climb those lofty heights of taking a bill from its formation through the period. I am one of those members, apart from as a Minister where I was able to achieve that, but a member’s bill is something that very few people are able to climb the heights to. As a result of that, the title is actually very important because it will go down in history. And given that the member in the chair has a BA in history, it is critical that we focus on it in some detail.

So the question I have tonight is about the current name, the Electronic Transactions (Contract Formation) Amendment Bill, because the bill is very much focused on enabling electronic contracts in the modern world. One of the key pieces of Government policy that has been worked on recently has been the Government ICT Strategy and Action Plan to 2017. I am wondering whether the member in the chair gave much consideration to linking the title of this bill to the Government ICT Strategy and Action Plan to 2017 to ensure that it captured the nub of the strategies in this particular strategic document so that when we get to clause 5, which is actually the heart of this bill, we will be sure that we have actually captured that correctly in the title.

Key to that strategy is actually result 10, which many members out there in the community will have heard of. Result 10 was one of the Prime Minister’s key statements when we commenced this term of Government, and it was that by 2017 an average of 70 percent of New Zealand’s most common transactions, electronic transactions—

💬 Kanwaljit Singh Bakshi: Pardon?

By 2017 an average of 70 percent of New Zealand’s most common transactions with the Government will be completed in a digital environment. This bill goes to the heart of that. So my question to the member in the chair, with his BA in history and English, is whether he gave strong consideration to the title.

💬 Moana Mackey: What’s a BA in history got to do with it?

Well, he also did English papers as well and has written many books over his time, so I am just suggesting he is a linguist of note. Did he give consideration to the strategy in his consideration of the title before us tonight? That is my question for the member. Thank you.

New Zealand First will continue to support the Electronic Transactions (Contract Formation) Amendment Bill—a very grand title indeed. The bill clarifies one small area of uncertainty and would assist business. Given the prevalence of electronic communications in society today, including email, smartphones, and social media, it is useful that the current Act be amended in the way now set out in the bill as amended by the Commerce Committee. But it is a little sad that such a simple bill as introduced had to undergo so much amendment. The member concerned clearly did not do his homework well enough. But the bill as introduced has now been saved and is worth enacting.

Having said that, the bill is probably not needed at all, because the general rule of contract formation is that a contract is formed at the time an acceptance of the offer is communicated to the offeror—that is, when acceptance is received. This applies generally unless there is an established exception. There is no such exception for electronic transactions such as emails. There is, as the member himself said, an exception for acceptances by post, established by the rule in Adams v Lindsell, so that the date and time of acceptance is when the letter is posted, not when it is received. The longstanding rule in Adams v Lindsell is not appropriate for electronic transactions. Contractual offers by telex, as with the telephone, are simultaneous, so a contract is formed when the offeree accepts, and that is settled law.

Although it is correct that there is no clear authority on acceptance by way of email, there is no established exception either, so the general rule applies in favour of acceptance when it is received. This is effectively at the same time as when it is sent, if sent by electronic means such as email. So this bill is not really needed, because the general rule relating to acceptances would apply, but the bill will serve to confirm and clarify the law.

I support the select committee’s amendment of the bill to confirm that the contracting parties can decide for themselves when and how acceptance will occur. That, again, is no real change, because that has always been open for contracting parties to do. The provision in the bill for acceptance as at the time of receipt will be the default position, and that is consistent with the law as it now is.

So although this bill clarifies one small area of the law of contract, it has hardly really been worth the time and effort, and hopefully the member who introduced it can think of something more worthy of our time for his next member’s bill.

Thank you, Mr Chair, for the opportunity to speak in the Committee stage of the Electronic Transactions (Contract Formation) Amendment Bill. I will start with congratulating my learned colleague Paul Goldsmith on introducing this bill. As my friend the Hon Chris Tremain mentioned, he will be remembered in this Parliament for introducing this bill. There are very few members who get a bill drawn from the ballot in their first term, and I was one of those whose bill was drawn from the—

💬 Scott Simpson: What was your bill?

My bill was the Military Manoeuvres Act Repeal Bill.

💬 Iain Lees-Galloway: That was a stunner.

Yes, that was a stunner. That bill had unanimous support from those members who are talking about this. That was a fantastic bill, which I introduced and which was drawn on the very day that I dropped it into the ballot, and it was unanimously supported.

💬 Hon Chris Tremain: I raise a point of order, Mr Chairperson. I seek the leave of the Committee to give the honourable member just a few minutes to reflect more widely on the Military Manoeuvres Act Repeal Bill, just so we can understand—

The CHAIRPERSON (Eric Roy): I am not going to put the leave. That is out of order.

Coming back to this bill, once again I congratulate Mr Paul Goldsmith. As he mentioned in his introductory remarks, he wanted to do law—luckily he did not do it, but he did other things. Otherwise, there would have been more bills in the ballot. We are debating clause 1, which is the title of the bill. I have got a question for Paul Goldsmith: did he consider giving other names to this bill? For example, it could have been the “Waiver of the Postal Acceptance Rule in Relation to the Electronic Transactions (Contract Formation) Amendment Bill”. I would like to know from the member what considerations were given when he gave this bill the name that he has given it. So with these words, I conclude my contribution on the first clause and will be back on the second clause.

I move, That the question be now put.

I would just like to reiterate the comments made by my colleagues and congratulate Mr Paul Goldsmith, the chair of the Finance and Expenditure Committee, on bringing the Electronic Transactions (Contract Formation) Amendment Bill. I would like to just reiterate the comments made by my colleague the Hon Chris Tremain in that we would like to test this little bill through the Committee stage. I think he asked a very fair question around whether or not Paul Goldsmith has got the title of the bill right, because we are talking about the title of the bill. I notice that Ms Mackey has got a fair bit to say, and I see that she is going to take a call. I am very pleased about that. I would like to see the Opposition taking some calls on this bill tonight.

If you could bear with me just for a moment please, I would just like to reflect on a bill that I was given the stewardship of, which was the Prohibition of Gang Insignia in Government Premises Bill.

💬 Hon Member: Oh, that was a good bill.

It was. I was very fortunate to be given the opportunity by the Hon Todd McClay, who actually brought that bill to the House—

The CHAIRPERSON (Eric Roy): Come back to the bill.

Yes, I will, Mr Chair. I was very fortunate that when he was promoted to become a Minister, he entrusted me with that bill, and it was a real honour to bring it through the House.

💬 Iain Lees-Galloway: I raise a point of order, Mr Chairperson. This is the Committee stage; this needs to be relevant to the bill.

The CHAIRPERSON (Eric Roy): Yes, I know. I have indicated to the member that he should debate clause 1.

I was actually just about to point out that, of course, Louisa Wall, who is here tonight, has also had some great successes in this House in bringing some bills through the House. It is a bit disturbing to me that one of her own colleagues would take a point of order when we are trying to congratulate and acknowledge her great efforts in the House.

But coming back to the bill and the title of the bill, the Electronic Transactions (Contract Formation) Amendment Bill, I would again just like to reiterate and support the comments made by my colleague the Hon Chris Tremain, and I would encourage the member in the chair, Paul Goldsmith, to take a call and speak to us just a little bit about the title of the bill. He highlighted the fact that he has obviously got some very strong qualifications and a background in history and English, and it would be very interesting for the Committee to hear how he actually came to develop what appears to be a very succinct and very good title for this bill.

I was a little bit disappointed by Mr O’Rourke’s contribution when he referred to the bill as a simple bill. It is not a simple bill. It is actually a very important bill, because it safeguards people’s rights in terms of when they are making an electronic transaction. Of course, the world has changed so much that a lot of our transactions now are electronic, so I was a bit disappointed—

💬 Iain Lees-Galloway: He hasn’t made a single point yet.

Well, I am looking forward to Mr Lees-Galloway taking a call and making his contribution to the debate tonight as well.

💬 Hon Member: Will he talk about the title, do you think?

I do not know; let us see. But I would just like to finish by saying again that it is a very good bill, and I will be very happy to take calls on clauses 2, 3, 4, and 5.

💬 Hon Member: What was the name again? Tell us the title.

The title, again, is the Electronic Transactions (Contract Formation) Amendment Bill. Thank you.

I move, That the question be now put.

I was worried for a moment there that I would not have an opportunity to speak on the title of this bill, the Electronic Transactions (Contract Formation) Amendment Bill. Before I do, I want to congratulate the mover of the bill, Paul Goldsmith, on an excellent piece of work. Members opposite have been a bit flippant about this legislation and the importance of it, but I can honestly say when looking at the title, anybody sitting at home at the moment watching their television who has entered into an electronic transaction and who is concerned about whether the contract has been formed or not will now be reliably informed that Mr Goldsmith has their best interests at heart. I congratulate him on that.

Others in this debate so far have spoken about bills that have come before the House from members and the titles of those bills. Some of the members of the Opposition have not seen the relevance of that as far as this debate is concerned. Well, I would argue that it is relevant, because if you get the title of a bill wrong, it can give the wrong impression as to exactly what it is the member is trying to achieve. There have been many examples of this—of very well-meaning bills that have fallen on the steps of this Parliament because they have not gained the votes or support that they needed, because members, often from the Opposition, have not understood the importance of them, the import, or what they are trying to achieve, because the title has not been done correctly.

In the case of Mr Goldsmith, who—we have heard from him firsthand—so narrowly avoided becoming a lawyer and instead decided to look backwards in history so that he could learn from the mistakes of others and could therefore come forward with a bill with a title that is about the future, not about the past, he has put great depth and detail into this. So the bill is the Electronic Transactions (Contract Formation) Amendment Bill 2012.

The member responsible for the bill spoke eloquently at the beginning of the debate, but he has not answered the questions that have been posed. The question I have—in fact, I have many questions for him, but, in this case, the first question is: when he decided to name this the Electronic Transactions (Contract Formation) Amendment Bill, why “contract formation”? It could just be the “Electronic Transactions Amendment Bill 2012”, and that would be enough. But there would be people out there who have unknowingly and unwittingly entered into contracts as a result of an electronic transaction, not knowing they have done so, and therefore there would be obligations imposed upon them, one assumes. Is that the reason he has decided to include “contract formation” in the title? There will be people who have wanted to enter into contracts, I am sure, and were not sure that they were able to do so when they entered into that electronic transaction.

This is quite a weighty piece of legislation. Although on the surface of it, that may not be clear, it will touch many New Zealanders’ lives. For those who have had issues in the past around contracts and contract law and for those who maybe did not narrowly avoid the obstacles that would have been placed in the way of Mr Goldsmith—those who continued on to study law—they know how detailed, how complex, and how very, very difficult contract law can be anywhere in the world, particularly in New Zealand. So I am very interested to hear from him about exactly why he decided this should be the title.

I would say it is so very important, because this is my sixth year I have been in Parliament now, and I do remember many, many opportunities and many occasions when the Opposition has kept us here talking late into the night about whether or not the title of a bill should be changed. Actually, it was enjoyable, and it is one of the great things about this Parliament. When the Government has an important piece of business to do, we do not mind sitting aside and letting others who do not want there to be any question—whether or not they are intelligent—and who are happy to stand up on the other side, the Opposition members, and decide to get rid of any doubt at all by going on and on about things that they think the Government has not got right.

In this instance, I guarantee that any moment now a member from the Opposition will decide that, actually, Mr Goldsmith has not done his job properly, he has not thought this bill through properly, and it is going to do things other than those suggested in the title, and they will come forward with a swathe of Supplementary Order Papers during the Committee stage to make changes. That is why we have to decide whether or not it is right and whether Mr Goldsmith has got this right. For my part, I think from my reading of the bill—and I spent quite a bit of time looking over it before deciding to make an intervention—he has it about balanced. [Bell rung] Mr Chair?

The CHAIRPERSON (Eric Roy): I call the Hon Todd McClay.

I was going to conclude, but one other thought came to mind, so I will continue for a moment, and I thank you for giving me the opportunity for this. So in reading this bill and spending quite some time looking at it, part by part—

💬 Kris Faafoi: How sad are you?

Well, the member has asked how sad I am. I have got to tell you, looking at what has happened in the polls, I am not as sad as the members opposite. I have got to tell you that if my party was at 29 percent in the polls, I would not have that grin on my face. I would be focusing on this legislation. The reason there are differences in the way the different parties in this Chamber are polling at the moment is that some members on this side of the Chamber come here to make a difference to New Zealanders. Paul Goldsmith, with this bill, is one of those members. He is one of those people who want to make a difference in the lives of New Zealanders. He has worked so very hard in the last 3 years that he has been in this Parliament. This piece of legislation is merely one part of the hard work that he has done over the last 3 years that he has been here.

This title will send a very clear message to New Zealanders about what he is deciding to do on their behalf so that they can be more comfortable in their commercial lives, in their private lives, when they are engaged with the internet, when they are working with their banks, and when they are looking at their electronic transactions of very many different types, the contractual obligations they have, and exactly how those contracts are formed. So this will be called the Electronic Transactions (Contract Formation) Amendment Act 2012. I think this is an excellent piece of legislation. I think Mr Goldsmith has done a very important piece of work here. I very much look forward to taking many, many, many more calls when we get into some of the substance of this, because it will be so very important that we have clear understanding.

One of the challenges you have is that, in the case that members opposite do not fully understand the intricate detail of the bill that Mr Goldsmith has brought before the Committee, it may be that we need to consider a change to the title. That is why this Parliament has decided that any member may take the floor to talk about the title of the bill, so we can make sure that we get it right. In the case of what Mr Goldsmith has done here, if it was not correct, one day in the future when his great-great-grandchildren—because he is a great family man from Epsom—look at the sterling work he did here, they may see only the title. They would not fully appreciate the many, many hours of detailed study and work he put into formulating this idea, into the research to draw up the bill, and then into going to all parts of this Parliament to lobby them to get their support so that he could put it into law. They may think, actually, with a title that was not well-thought-up, that this was a trivial piece of legislation.

But, indeed, as I have said earlier, I think he has the balance about right, at least in my simplistic understanding of this legislation. Those in the future who may look at only the title and not take the time to read the great detail of this bill, should it become an Act, will see that it is a piece of work with great gravity and that he is a man with gravitas. So can I again thank him for bringing this to the Committee and congratulate him on so very narrowly avoiding the direction he could have fallen in, moving towards a career in law. Had he become a lawyer, I am sure there would have been many, many more words in this bill, but I am not sure so much would have been added to it. So if he could address my question about exactly why he decided that this was the title that this bill should have, I would be eternally grateful.

💬 Scott Simpson: What is the title?

The title of this legislation will be the “Electronic Transactions (Contract Formation) Amendment Act 2012”. Thank you.

I move, That the Committee report progress.

I appreciate the contributions of my colleagues. They have argued very eloquently the necessity of my colleague Paul Goldsmith explaining why he used this title, the Electronic Transactions (Contract Formation) Amendment Bill. I actually have a PhD, but in international relations. I always admire those who understand electronics, so I would appreciate it if he could explain exactly why he used this title and give further explanation. It is important because this bill is itself particularly important. Of course, you can say it is simple, it is straightforward, but, none the less, it is particularly important.

I want to re-emphasise the importance of this bill simply because the internet industry has become so important to our economy. I will emphasise some statistics that I have used in the past. Businesses and consumers are now living in the internet age, and our legislation needs to keep up with changing technology to ensure that we have constituency. The internet has already impacted the economy in a range of ways, such as investment in internet-related infrastructure.

In 2009 Statistics New Zealand—and this is very important—valued the net capital stock held in the telecommunications, internet, and library services industry at $14.7 billion, or 2.6 percent of total New Zealand capital stock. Since then the Government has agreed to invest $1.65 billion in the ultra-fast broadband roll-out through to 2019.

In 2009 the internet service industry contributed $4.2 billion, or 2.3 percent of GDP. Also, I would emphasise that the Boston Consulting Group estimated in 2012 that broadband would deliver $32.8 billion in benefits to New Zealand end-users over the next 20 years. Also, more important, the New Zealand Institute of Economic Research completed a report on the role of the internet in the New Zealand economy in 2012. The report emphasises that “economists see the institutions ‘rules of the game’, such as the legal status of different types of transactions in an economy, as vital determinants to the way it functions.” The structures and frameworks must suit—match and support—the types of economic activities that are taking place. So the wider rules of society such as laws, enforcement provisions and other policies, and oversight of the internet play a role in determining its effect on the level of structural change for innovation in an economy. This suggests that for the internet to maximise its impact, complementary policy and institutional settings need to be correctly set and kept up to date. So this is my quotation.

Basically, I would emphasise again the importance of the bill simply because it is so crucial to our economy. As I said, I was educated in international relations, but I really admire those who are good at electronics. So I admire my colleague Paul Goldsmith, who has drafted this particular bill. It is particularly important, and I would appreciate his explanation regarding the title itself. Thanks.

I have been a little surprised by the extent of probing questions I have had from my side of the Chamber on my ability to accurately describe this bill, the Electronic Transactions (Contract Formation) Amendment Bill, in its title, but I had given some thought. I mean, it could conceivably have just been the “Electronic Transactions Amendment Bill”, but what I wanted to achieve by adding the words “Contract Formation” was to draw people’s attention to that part of the bill that is about trying to give clarity.

I did note a certain snide element to one or two of the speeches from the other side, particularly from New Zealand First, implying that this was a minor bill, but there can be no more important task, in my opinion, than to ensure that the rule of law in contracts is effective and operational in this country. We are living in very dynamic times, where the mode of communications is changing rapidly. We want to make sure that business people and individuals have a measure of clarity when they are trying to transact their business. At the moment there is that lack of clarity, and that is why I have chosen the title Electronic Transactions (Contract Formation) Amendment Bill for this bill. I did consider “Waiver of the Postal Acceptance Bill”, which was proposed by Kanwaljit Bakshi, my colleague, but I think that it is important, because it amends the Electronic Transactions Act, that we included that in the title, otherwise people would be confused as to which piece of legislation it was amending. So that is where I fell on this one.

I do not think we need to add any more, but I do not think we measure the importance of the contribution that a piece of legislation brings to the economy and to the country by the number of pages it has. I would describe this bill as small but perfectly formed. Thank you.

Clause 1 agreed to.

Clause 2 Commencement