Distinguishing between a Lease and a Licence

In an earlier post, I had considered some of the principles regarding the interpretation of documents. I had discussed the leading case of Sundaram Finance v. State of Kerala, AIR 1966 SC 1178. In that case, the majority held that the Court has the power to go behind the documents and determine the true effect of a transaction. At the same time, the words cannot be ignored altogether. Drawing the line between substance and form can often be a difficult task. A recent judgment of the Supreme Court illustrates some of the complexities; and also discusses the law on the distinction between a licence and a lease.

In New Bus-Stand Shop Owners Association v. Corporation of Kozhikode, (2009) 10 SCC 455, certain traders were in possession of various shops and offices owned by the respondent Corporation. Licences had been issued to the traders, and they were paying certain ‘fees’ in accordance with the relevant provisions of the Kerala Municipalities Act, 1994. At the time of renewal of the licences, the Corporation insisted that the agreements were in substance leases, and accordingly, stamp duty should be paid thereon.

The Supreme Court approvingly cited a passage by Vaughan CJ in Thomas v. Sorell, [1558-1774] All ER Rep 107, which was approved by Lord Denning in Errington v. Errington & Woods, [1952] 1 All ER 149:

“… ‘A dispensation or licence properly passeth no interest nor alters or transfers property in anything, but only makes an action lawful which without it would have been unlawful.’ The difference between a tenancy and a licence is, therefore, that, in a tenancy, an interest passes in the land, whereas, in a license, it does not.”

The Supreme Court went on to hold that the absence of exclusive possession is one of the indications to show that the agreement is one of licence and not of lease. The Court then held that on its substance, the agreement was a license. The fact that the agreement was termed as a ‘licence’ is of much lesser significance than the substance of the agreement. Interestingly, from the point of view of the law on interpretation of documents, the Supreme Court approvingly cited the dissenting judgment of Subba Rao J. in Associated Hotels of India v. R.N. Kapoor (the dissent being one on a different issue – as far as the present issue is considered, Justice Subba Rao concurred with the majority). In his dissent, Justice Subba Rao prefers a substance-over-form approach; contrary to his dissent in Sundaram Finance. Of course, in Sundaram Finance, the dissent was motivated by the fact that the agreements were between two commercial persons in respect of commercial dealings, when the presumption that form conveys substance correctly is stronger. In Kapoor, Justice Subba Rao laid down the following propositions:

“The following propositions may therefore be taken as well established: (1) to ascertain whether a document creates a licence or a lease, the substance of the document must be preferred over the form; (2) the real test is the intention of the parties – whether they intended to create a lease or a licence; (3) if the document creates an interest in the property, it is a lease; but, if it only permits another to make us of the property, of which the legal possession continues with the owner, it is a licence; and (4) if under the document a party gets exclusive possession of the property, prima facie, he is considered to be a tenant; but circumstances may be established which negative the intention to create a lease.”

These propositions have now been reaffirmed by the Supreme Court.

'Practice' of law under the Advocates Act: Does it include non-litigation work?

In this post, I had mentioned that the Bombay High Court has ruled that even non-litigation practice would come within the purview of “practice of law”; and that foreign firms could not be allowed to engage in non-litigation practice or to open liaison offices in India. In this post, I shall look at the decision in a little more depth.

On behalf of the petitioners, opposing the entry of foreign law firms, it was contended that to carry on the profession of law even in non-litigious matters, enrollment as advocates under the Advocates Act, 1961 was essential. Since the respondent foreign law firms were not so enrolled, the permission granted to them to open offices was bad in law. Further, it was argued that the 1961 Act constituted a complete code for regulating the practice of the profession of law in India. ‘Practice of the profession of law’ includes, on an ordinary meaning, practice in litigious as well as non-litigious matters. This is because the right to practice cannot be limited to the right to physical appearances before Courts and Tribunals. Reliance was placed on several foreign decisions; and also on the judgment of the Supreme Court of India in Harish Uppal v. Union of India, (2003) 2 SCC 45. There, the Supreme Court had observed, “The right of the advocate to practise envelopes a lot of acts to be performed by him in discharge of his professional duties. Apart from appearing in the courts he can be consulted by his clients, he can give his legal opinion whenever sought for, he can draft instruments, pleadings, affidavits or any other documents, he can participate in any conference involving legal discussions, he can work in any office or firm as a legal officer, he can appear for clients before an arbitrator or arbitrators etc… The right to practise, no doubt, is the genus of which the right to appear and conduct cases in the court may be a specie.” A similar view has been expressed in Pravin Shah v. K.A. Md. Ali, (2001) 8 SCC 650. Accordingly, it was contended that the right to practice must include non-litigious practice too.

In accepting these arguments, the Court construed Section 29 of the Advocates Act. That Section states, “29. Advocates to be the only recognised class of persons entitled to practise law. - Subject to the provisions of this Act and any rules made thereunder, there shall, as from the appointed day, be only one class of persons entitled to practise the profession of law, namely, advocates…” The Respondents had argued that the words “practice the profession of law” in this Section must be read harmoniously with the other Section. I particular, Section 33 states, “33. Advocates alone entitled to practise. - Except as otherwise provided in this Act or in any other law for the time being in force, no person shall, on or after the appointed day, be entitled to practise in any Court or before any authority or person unless he is enrolled as an advocate under this Act…”

The Respondents’ argument was that Section 33 specifically states that no person is entitled to practice “in any Court or before any authority or person…” except in accordance with Section 29. They argued that this essentially means that the restriction under Section 33 is only with respect to litigious matters; and the words “practice the profession of law” in Section 29 must be read in light of this specific meaning in Section 33. The Court relied on the Statement of Objects and Reasons of the Act in order to reject the argument of the Respondents. The main object of the Act, according to the Statement of Objects and Reasons, is to establish an All India Bar Council and a common roll of advocates, such that advocates on the common roll have a right to practise in any part of the country and in any Court, including the Supreme Court. The Court held that the legislative intent was to deal with “practice in any part of the country” as well as with “practice in any Court”. “Practice in any part of the country” must therefore be held to cover non-litigious practice.

One other argument raised a very interesting point of constitutional law. Mr. Seervai on behalf of White & Case contended, relying on a decision of the Supreme Court in O.N. Mohindroo v. Bar Council, AIR 1968 SC 888, that the Advocates Act was enacted by the Parliament under Entries 77 and 78 of List I. These deal with matters pertaining to the constitution and organization of the Supreme Court and the High Court, and with persons entitled to practice before those Courts. Mr. Seervai argued, therefore, that the Advocates Act can only extend to litigious practice before the High Courts and the Supreme Court. For all other types of practice, there would have to be a law traceable to Entry 26 in List III, which deals with legal, medical and other professions. If this interpretation were not to be followed, then the words ‘legal profession’ in Entry 26 would be rendered meaningless. He argued that the Supreme Court decision in Mohindroo was categorical that the 1961 Act came under Entries 77 and 78 of List 1. Therefore, it was not possible to say that the Act fell within the ambit of Entry 26 of List III. Consequently, it must be interpreted as dealing only with litigious practice before the High Courts and the Supreme Courts. The Court reasoned on this point, “It is true that the Apex Court in the above case has held that the 1961 Act is enacted by the Parliament in exercise of its powers under entry 77 and 78 in List I of the Seventh Schedule to the Constitution. However, the fact that entry 77 and 78 in List I refers to the persons practising before the Supreme Court and the High Courts, it cannot be said that the 1961 Act is restricted to the persons practising only before the Supreme Court and High Courts. Practising the profession of law involves a larger concept whereas, practising before the Courts is only a part of that concept. If the literal construction put forth by the respondents is accepted then, the Parliament under entry 77 & 78 in List I of the Seventh Schedule to make legislation only in respect of the advocates practising before the Supreme Court / High Courts and the Parliament cannot legislate under that entry in respect of advocates practising before the District Courts / Magistrate’s Courts / other Courts / Tribunals / authorities and consequently, the 1961 Act to the extent it applies to advocates practising in Courts other than the High Courts and Supreme Court would be ultra vires the Constitution…”

This reasoning may perhaps not be entirely correct. Effectively the Court appears to have begged the question by saying “If the argument is accepted, then the Act will have to be confined to litigious practice. But the Act is not confined to litigious practice; hence the argument must be rejected.”

The argument raised was more to the effect that (1) the Supreme Court has expressly held that the law was under Entries 77 and 78 of List I, and (2) Consequently, as a matter of interpretation, it must be interpreted as being within the scope of those entries and none else. In order to counter this, the Court could have held either that (1) the Supreme Court’s decision does not mean that the law cannot be also traced to any other entries – “ragbag” legislation traceable to more than one entry is permitted; and/or (2) in any case, even with the extended meaning of “practice”, the Act would in pith and substance be under Entries 77 and 78.

I will discuss more on this and also on the other issue of the interrelation of Section 29 and 33 subsequently.

Foreign law firms and the 'practice' of law: Bombay High Court judgment

The Bombay High Court (Swatanter Kumar C.J. and J.P. Devdhar J.) has ruled yesterday that foreign law firms are not eligible to practice law in India. Furthermore, the drafting of opinions on legal matters amounts to practice of law. Foreign law firms are not entitled to open liaison offices in India. The case is Lawyers Collective v. Bar Council of India and Others, Writ Petition No. 1526/1995, judgment dated 16th December 2009 (per Devdhar J. for the Bench). The case can be downloaded here, along with a summary.

The issue before the Court was as follows:

“… whether the permissions granted by the Reserve Bank of India to the respondent Nos.12 to 14 foreign law firms to establish their place of business in India (liaison office) under Section 29 of the Foreign Exchange Regulation Act, 1973 are legal and valid? Secondly, assuming such permissions are valid, whether these foreign law firms could carry on their liaison activities in India only on being enrolled as advocates under the Advocates Act, 1961? To be specific, the question is, whether practising in non litigious matters amounts to ‘practising the profession of law’ under section 29 of the Advocates Act, 1961?”

Respondents 12-14 were White & Case, Chadbourne & Park, and Ashurst Morris Crisp respectively. The Court answered the issues thus:

“… we hold that in the facts of the present case, the RBI was not justified in granting permission to the foreign law firms to open liaison offices in India under Section 29 of the 1973 Act. We further hold that the expressions ‘to practise the profession of law’ in section 29 of the 1961 Act is wide enough to cover the persons practising in litigious matters as well as persons practising in non litigious matters and, therefore, to practise in non litigious matters in India, the respondent Nos.12 to 14 were bound to follow the provisions contained in the 1961 Act…”

A detailed post will follow shortly. More details are available in various news reports. Some other links discussing the judgment are here and here.

Call for Papers: Subrata Roy Chowdhury Essay Competition

The Subrata Roy Chowdhury Memorial Essay Writing Competition is being co-organized by the National University of Juridical Sciences, the  Society of International Law and Practice (“SILP”), NUJS and the NUJS ILSA Chapter in association with the Indian Yearbook of International Law and Policy. The object of the competition is to promote research and writing in international law.  The competition seeks to encourage creative thinking and the themes that have been selected for the competition are thus issues which are crucial today, to the field of international law and related legal policy.

Eligibility

The competition is open to undergraduate and post graduate law students enrolled in any institution in India.

Themes

- Is India ready for Sovereign Wealth Funds?

- Exo-politics and the emergence of a New World Order

- Non state actors, transnational armed groups and the regulation of hostilities in India: Should International Humanitarian Law recognize a hybrid category of armed conflict?

- Does Climate Change have an impact on National Security? An Indian perspective

- Can the principles of Insurance Law be applied to the Law of Outer Space?

Submission Guidelines

The essays must be between 4500-6500 words inclusive of all footnotes. The entries should be accompanied by a 200 word abstract (The abstract is not counted towards the word limit.). All entries should be in Times New Roman, size 12, 1.5 line spacing. The footnotes used should be in Times New Roman, size 10, single line spacing. Substantive footnoting is not encouraged. The use of endnotes or other citation methods is not permitted. Plagiarism will result in immediate disqualification. The footnotes used should follow a uniform and complete system of citation. The use of the Harvard Blue Book (18th edition) system of citation is encouraged. The entries must be submitted in the Microsoft Word (.doc) format All identifying information should be removed from the text of the entries and the file properties and another document containing the name, e-mail address, postal address, institution, course and year of study of the author must be submitted along with the entry. The entries must be submitted via e-mail to silp@nujs.edu and nujs.ilsa@gmail.com. The deadline for the submission of entries is 11:59 P.M., February 10, 2010. The organizers will check all entries to ensure that they conform to the submission guidelines. The organizers reserve the right to reject entries that do not conform to these guidelines.

Prizes

First Prize: Rs. 8000  [In addition, the winning entry will also be considered for publication in the forthcoming issue of the Indian Yearbook of International Law and Policy, in accordance with the Editorial Policy of the Yearbook.]

Second Prize: Rs. 6500

Third Prize: Rs. 5000

For any queries regarding the competition, please send an e-mail to silp@nujs.edu or nujs.ilsa@gmail.com. 

Issues in Oppression and Mismanagement

I have written two posts on Indian Corporate Law, discussing issues arising under Section 399 of the Companies Act, 1956. The first post deals with issues under Section 399(1); the second deals with Section 399(3). In the latter post, I mentioned that “One area where the Companies Bill does introduce a change is in the substantive provisions of oppression and mismanagement.” The proposed Section 212 of the Companies Bill, 2009, states:

212. (1) Any member of a company who complains that—

(a) the affairs of the company have been or are being conducted in a manner prejudicial to public interest or in a manner prejudicial or oppressive to him or any other member or members; or

(b) the material change, not being a change brought about by, or in the interests of, any creditors, including debenture holders or any class of shareholders of the company, has taken place in the management or control of the company, whether by an alteration in the Board of Directors, or manager, or in the ownership of the company’s shares, or if it has no share capital, in its membership, or in any other manner whatsoever, and that by reason of such change, it is likely that the affairs of the company will be conducted in a manner prejudicial to its interests or its members or any class of members,

may apply to the Tribunal, provided such member has a right to apply under section 215, for an order under this Chapter.

(2) The Central Government, if it is of the opinion that the affairs of the company are being conducted in a manner prejudicial to public interest, it may itself apply to the Tribunal for an order under this Chapter.

The basic difference is that the proposed Section 212 allows actions in cases where the affairs of the company are being conducted in a manner “prejudicial” to the public interest or “prejudicial or oppressive” to the shareholders. Under the present Act, the acts complained of must be “prejudicial” to the public interest or “oppressive” to the shareholders (and not “prejudicial or oppressive”). The effect of this – whether this indeed changes the legal position or whether it is clarificatory of existing judicial practice in India – is something which will be considered in subsequent posts.

Multiple Derivative Actions

Over at Indian Corporate Law, Shantanu Naravane highlights a very interesting decision of the Hong Kong Court of Final Appeal. The case, Waddington Ltd. V. Chan Chun Hoo Thomas, highlights ‘multiple derivative actions’.

Since Foss v. Harbottle, an important rule in company law is that only the company can sue for wrongs done to a company; i.e. the proper plaintiff in cases of wrongs done to a company is the company itself. One important exception to this rule is the derivative action. The derivative action allows a shareholder to sue on behalf of the company; claiming the legal rights which would actually accrue to the company. Such suits are maintainable only if certain conditions are met; importantly, it must be shown that the “wrongdoers” are in control of the company.

Derivative suits are distinct from representative suits or proceedings for oppression/mismanagement under Section 397/398 of the Companies Act, 1956. A recent Calcutta High Court decision, Jaideep Halwasiya v. Rasoi Ltd., (2009) 150 Comp Cas 1 (Cal), explains the distinction thus:

17. A company and its functioning have been compared to the parliamentary system of democracy with the company's general body as the Legislature and the board of directors as the executive. A company functions under its constitution consisting of its memorandum and articles of association and the applicable provisions of the Companies Act. The individual rights of a member stem from the implied contract between the member and the company. A shareholder may bring an action against a company for a wrong done to him personally or he may invoke his corporate rights. If a shareholder alleges that a wrong has been done to the company by persons in control thereof, he may bring a derivative action where he derives the authority from his corporate right to sue on behalf of the company. The company is impleaded as a defendant in such action and the premise on which the court entertains this extraordinary form of action is upon the complaining shareholder's assertion that the company cannot sue as persons at its helm would not bring an action on its behalf or for its benefit for these are the wrongdoers.

18. Though at one point of time derivative and representative actions were used as interchangeable expressions, there is yet another form of action other than personal and derivative action that a shareholder may bring against the company. A shareholder (or even a debenture-holder) may sue the company (and its directors or persons in control) for a perceived wrong done to a particular class to which the plaintiff belongs. Such form of action is now regarded as a representative action in corporate jurisprudence.

19. The distinction between personal and representative action on the one hand and derivative action on the other appears to be that for a derivative action to be brought or to succeed the wrongdoing complained of and ultimately to be established has to be a wrong done to the company. In the purest form of derivative action no personal benefit would accrue to the plaintiff shareholder upon a decree being passed save as a member of the company. It is the company, notwithstanding it being shown as a defendant, that gets a voice through the plaintiff shareholder and the action is solely for the company's benefit. A personal cause of action, or even a representative action, may be combined with a derivative action, with or without leave of court, but subject to the distinct causes of action pertaining to the same transaction or series of transactions.

20. A decree in a derivative action is binding on all members of the company. A decree in a representative action binds all whom the plaintiff seeks to represent, unless fraud or collusion is urged against the plaintiff. In both the derivative action and the representative action the plaintiff will invariably sue upon obtaining leave under Order 1, Rule 8 of the Code of Civil Procedure. But while in the classical form of derivative action the plaintiff will sue on behalf of all the shareholders of the company except the recalcitrant shareholders who are impleaded as defendants, in the representative action the plaintiff has to identify the class that he seeks to represent.

Now, the question which was before the Hong Kong Court was whether a multiple derivative action could be maintained. In other words, can a shareholder of a holding company bring a derivative action complaining of wrings done to the subsidiary company? The Hong Kong Court held that such an action would be possible. Shantanu comments on this decision in detail here.

Interestingly, Indian law appears to have considered the question earlier in at least one case, and seems to have answered it differently – BSN UK v. Janardan Pillai, (1996) 86 Comp Cas 371 (Bom). The shareholding pattern in the facts of that case was as follows:

‘Plaintiff’ – holds 50% shares of ABIH ltd. – holds 100% of ABIL ltd. – holds 38.15% of ‘Company’.

‘Plaintiff’ tried to bring derivative action on behalf of ‘Company’. An application was filed for striking out the particular plaintiff (there were other plaintiffs; hence the suit itself was maintainable – the question arose as to whether this particular plaintiff should be struck out). The Court allowed the application. In doing so, it was observed:

14. .... Neither the courts in India nor in UK have allowed a non-member to maintain a derivative action.

The basis of the decision was that it was not alleged in the plaint that the wrongdoers were in control of the company. So no derivative action was possible at all; and the issue of by whom a derivative action could be brought was arguably irrelevant. Nonetheless, the Court considered the issue of multiple derivative actions in detail, and stated:

On behalf of the plaintiffs, Mr. Chinoy has fairly contended that there is no Indian or English authority which allows a non-shareholder/member to maintain a derivative action. However, efforts were made to justify the action of plaintiffs Nos. 1 and 2 by relying on the judgments of American courts where in some American States "double" or "triple" derivative actions have been permitted. Reliance has been placed on HFG Company v. Pioneer Pub. Co. 162 Fd 536 (State of Illinois); Goldstein v. Groesbreck 142 Fd 422 (State of New York); U. S. Lines Inc. 96 Fd 148 (State of New York) and Kaufman v. Wolfson 151 NYS 530 (State of New York) which are all State decisions where State substantive law does not prohibit a non-member from maintaining such an action. Under Indian Law, it is settled that only a member on the register of members can sue and, therefore, the American cases relied upon by the plaintiffs can have no application… Under section 153B of the said Act, it is provided that where shares are held in trust by any person, a declaration shall be made in the manner prescribed and a copy thereof sent by the trustee to the company concerned. Under section 187C(1) of the said Act, a person whose name is entered on the register of members but who does not hold the beneficial interest in those shares shall make a declaration to the company specifying the name and particulars of the person who holds the beneficial interest in such shares. Also a person holding a beneficial interest in the shares of a company shall make a declaration to the company under sub-section 187C(2) of the said Act within 30 days after becoming such beneficial owner. In the instant case, the first plaintiff which claims to be the beneficial owner of the shares in the seventh defendant company, has not made any declaration either under section 153B or under section 187C(2) of the said Act nor has ABIL which is registered as the holder of 38.15% shares of the seventh defendant company…

Given this reasoning, the only way to allow the derivative action was by lifting the veil over the parent. On principles of lifting of the veil, the Court refused to do so. Thus, following this decision, the position seems to be that multiple derivative actions are not allowed under Indian law. Shantanu will be analysing the issues which arise in this connection in subsequent posts on Indian Corporate Law.

Links of Interest

1. The AAR recently ruled on an interesting question on the application of transfer pricing provisions. An analysis of the ruling, Re Dana Corporation, is found here.

2. The Mumbai ITAT Bar Association (ITAT Online) digest of cases for November 2009 is available here.

3. The E-Library of the Bombay High Court can be accessed here. I found this page recently; and it has some very useful links. In particular, links to free online databases with case-law from across Commonwealth countries are found here.

Presumptions under the Competition Act

A few sections of the Competition Act, 2002, were recently notified by the Government and have come into force. Particularly important in these are Sections 3 and 4. Section 4 deals with abuse of dominant position; while Section 3 deals with anti-competitive agreements.

Competition law generally classifies agreements as either ‘vertical’ or ‘horizontal’; and deals with the two differently. ‘Vertical’ would refer to agreements between parties at different levels of the production chain – say a manufacturer and a distributor; ‘horizontal’ would refer to agreements between parties at the same level – say between two producers of the same good. Horizontal agreements are, under competition law, often categorized as ‘per se’ illegal. Arguably, Section 3(3) of the Indian Act deals with horizontal agreements while Section 3(4) deals with vertical agreements.

Section 3(3) states:

Any agreement entered into between enterprises or associations of enterprises or persons or associations of persons or between any person and enterprise or practice carried on, or decision taken by, any association of enterprises or association of persons, including cartels, engaged in identical or similar trade of goods or provision of services, which—

(a) directly or indirectly determines purchase or sale prices;

(b) limits or controls production, supply, markets, technical development, investment or provision of services;

(c) shares the market or source of production or provision of services by way of allocation of geographical area of market, or type of goods or services, or number of customers in the market or any other similar way;

(d) directly or indirectly results in bid rigging or collusive bidding,

shall be presumed to have an appreciable adverse effect on competition:

Provided that nothing contained in this sub-section shall apply to any agreement entered into by way of joint ventures if such agreement increases efficiency in production, supply, distribution, storage, acquisition or control of goods or provision of services.

The words used by the Section are “shall be presumed”. Is this a rebuttable presumption or an irrebutable presumption?

At first glance, this appears to be a simple question. “Shall presume” is taken (in the Evidence Act, for instance) to refer to rebuttable presumption; irrebutable presumptions are generally worded in the terminology of “conclusive proof”. However, these definitions (Section 4, Indian Evidence Act) are applicable only to presumptions created under the Evidence Act. Arguably, the same rule does not apply to other statutes.

For instance, consider the Maharashtra Control of Organized Crime Act, 1999 (MCOCA).

Section 17(3) says:

Where it is proved that the accused has kidnapped or abducted any person, the Special Court shall presume that it was for ransom

On the other hand, Section 22(2) says:

In a prosecution for an offence of organized crime punishable under sub-section (2) of section 3, if it is proved that the accused rendered any financial assistance to a person accused of, or reasonably suspected of, an offence of organized crime, the Special Court shall presume, unless the contrary is proved, that such person has committed the offence under the said sub-section (2)

Now, if “shall presume” is always taken to be a rebuttable presumption, why would the legislature use the words “unless the contrary is proved” in Section 17(3)? On a plain reading, Sections 17(3) and 22(2) create different types of presumptions: Section 17(3) must be taken to create an irrebutable presumption, tantamount to “conclusive proof”.

Further, turning to the Competition Act itself, Section 3(3) has a Proviso which states when agreements falling within the presumption would not be affected by the Section. If “shall presume” was anyway intended to be a rebuttable presumption, why include this Proviso? Does a literal reading not support the view that the presumption created is an irrebutable presumption unless specifically falling within the Proviso? There appears to be an arguable case for this. Of course, all these arguments can be rebutted; the point is that it is not entirely absurd to suggest that “shall presume” at times creates an irrebutable presumption. Whether it does so in a particular statute or not, would depend on the context of that legislation.

So what is the actual position under the Competition Act? A newly started blog, Perspectives on Law, offers an interesting analysis of the issue. As I understand it, Perspectives on Law is dedicated to offering arguments from both sides on the specific issue being considered; unlike most other blogs. Here and here, arguments in favour of the presumption being irrebutable are presented. Arguments in favour of the presumption being rebuttable will be presented in subsequent posts; and readers might find the series of posts interesting.