Where one person has promised to do something which he knew, or, with reasonable diligence, might have known, and which the promisee did not know, to be impossible or unlawful, the promisor must make compensation to the promisee for any loss which the promisee sustains through the non-performance of the promise. [85] An example of frustration would be when there is a change of policies of the relevant authority as illustrated in the case of Ng Kheng Yong @ Ng Tet Lai v Seng Hup Realty Co Sdn Bhd [2004] 3 MLJ 477 where at paragraphs 42 – 43, where the Court of Appeal held: “……There was to a certain extent a change in policy on the part of the authorities and this can be gleaned from the explanation forwarded by the respondent's solicitors in their letter to the appellant dated 7 November 2000 wherein in the former explained ‘the change in the layout plan’ annexed to the agreement was to conform with the Master Plan Layout for the area at the Town Planning and is subsequent to approval of the final 33 of 67 'PU Pelan’. What is clear is that the parties did not foresee this when they entered into the agreement, viz., they did not make such a provision for this in the agreement. In our view, the introduction of the Master Layout Plan for the area by the Town Planning authority, being tantamount to a change in Government policy, is a ground of discharge as it introduced new and unexpected conditions and restrictions which affected the original layout plan annexed to the agreement. Ordering the appellant to agree to a new layout plan as submitted by the respondent is tantamount to rewriting the agreement. The parties entered into the agreement which depended upon a possible approval for conversion and subdivision to be forthcoming from the PTG based upon the original layout plan. That application was rejected. Upon that happening, the agreement has to be regarded as dissolved by reason of circumstances beyond the control of the parties. The foundation upon what the parties have deemed to have had in contemplation had dissipated when the application for conversion and subdivision was rejected. This would be a ground on which to rest the doctrine of frustration.” (emphasis added) [86] In that case, the parties to a sale and purchase agreement had based their agreement on a layout plan. However, the introduction of the Master Layout Plan introduced by the Town Planning Authority had affected the layout plan annexed to the sales & purchase agreement. The Court of Appeal held that the introduction of the Master Layout Plan was tantamount to a change in Government policy and is a ground of discharge as it introduced new and unexpected conditions which affected the original layout plan annexed to the agreement. The sales & purchase agreement has been frustrated. 34 of 67 [87] There is merit in the submission of learned counsel for MLGH that, in the instant case, the approval of the DEIA Final Report and the eventual alienation of the said Land were fundamental terms of the JVA/SA without which the project would not be able to be performed. [88] The Director of the State EPD (DW2), in exercising his jurisdiction to reject the DEIA Final Report via his letter dated 21.10.2002 (Encl.12 pp. 1149-1154 ROA) had explained in the High Court below as follows: “Cross-Examination of Datuk Eric Bin Juin (DW2) Lines 10822 – 10845 You have also agreed before Federal DOE decide that they were the proper body to approve it as stated in your evidence before. Do you agree? I agree but by virtue of the restricted letter to the State Secretary where the Federal DOE recommended to the State Government to take into account the comments of the review panel and the public objection and these comments and public concern and objection are all related to crucial environmental issue that had not been fully addressed by the report, and DOE in their condition of approval left it to the State Government of Sabah to decide whether to approve or not approve this project based on the public objection and the need of the project. When we talked about the need of the project, we have to look at the all environment of the project, we have to evaluate the environment in totality and we refer to the environment, it actually refers to the physical factors surrounding of human beings which includes land, water, climate and so forth and also refers to the biological factors of flora and fauna and the social 35 of 67 factors of aesthetics. I also want to state here that EIA is a planning tool to identify, to predict, to evaluate the impact of the particular development. In this particular project, although the Plaintiff’s consultant has conducted a thorough study on the environment but still there is a lot of uncertainties and likely irreversible impacts on the environment. [See: Encl. 9 pp. 588 – 589 ROA] Lines 10922 – 10934 You yourself have studied this report between August 2001 and October 2002? Actually what happened after we have received a copy of the restricted letter from Federal DOE to State Secretary, by virtue of paragraphs that states in which the Federal DOE recommend to the State Government to consider the public objections and also comments by the review panel on the need of the project, we assembled a task force in the State EPD comprising of Senior Officers of the department to review and look at the voluminous report. At the same time, I consulted the State AG to get his advice on the jurisdiction of State EPD pursuant to the Conservation of Environment Enactment 1996 and Conservation of Environment (Prescribed Activities) Order 1999. [See: Encl. 9 pp. 593 − 594 ROA] Lines 11099 – 11128 But the DEIA final report had already done that and that was why the Federal DOE approved it. Do you accept that? 36 of 67 Yes, but….. Roderic: I think the witness should be given a chance to explain his answer. Court: I allow witness to answer. Yes, but as pointed out by the Director of Federal DOE in paragraph 6 of the letter of Federal DOE to the State Secretary recommending that the public objections and the need of the project as raised by the review panel to be considered by the State Government. I want to state again that the fact that on the issue of need of the project, because this is involves evaluating the impact of the environment. When we talk about the need of the project we cannot look at the project in terms of it benefit only. We have to look at how is the impact to the environment. The need of the project may be sound and reasonable but the impacts of the project on the environment maybe damaging both in short terms and long term. Like I said yesterday, environment refers to the physical factors affecting the surroundings of people or human beings, the biological factors of flora and fauna and the social factors of aesthetics. In any environmental impact assessment these are the 3 main crucial environmental issues that will be studied and if the mitigating measures cannot mitigate the uncertainties or irreversible impacts of the project on environment, then the environmental impact assessment report cannot be approved. [See: Encl. 9 pp. 601 − 602 ROA] Lines 11016 – 11021 What is your understanding? 37 of 67 My understanding is that the Director of Federal DOE conditionally approved the DEIA final report but recommended to the State Government to consider the public objections and also the view of review panel on the need of the project which is related to the environment issues before approving the project. [See: Encl. 9 pp. 597 − 598 ROA] Lines 11130 – 11137 Are you now saying that the Federal DOE is wrong in approving the DEIA final report? Yes. Can I clarify when I say yes? Yes, but they left the decision or maybe I can re-word it, but they left the decision on the public objections and the need of the project to the State Government to decide. Meaning, they have not taken into account the public objections in conditionally approving the DEIA final report. [See: Encl. 9 pp. 603 ROA] [89] As Civil Servants of the State, their decision must take into consideration what is best for the people of the State, having regard to the need of the Project and the concerns of the public raised in their public protests with regard to the negative and possible irreparable damage to the environment that such a massive reclamation would bring in its wake. [90] The Court of Appeal had quashed the decision of the State EPD purely on the ground of breach of natural justice in that the Developer was not heard before the decision was made. Until that decision was set aside by the Court of Appeal, the position was that from 21.10.2002 onwards 38 of 67 until the coming into force of the said Amendment on 9.8.2012, the contract could not be performed. [91] On 9.8.2012 there was the supervening legislation via the enactment of section 9A of the Sabah Land Ordinance which fundamentally affected the JVA/SA as it prohibited the alienation of the said Land without which the said Project under the JVA/SA could not be commenced, let alone completed. [92] We agree with learned counsel for MLGH that in the light of the rejection of the DEIA Final Report and the enactment of section 9A of the Sabah Land Ordinance, the JVA/SA was frustrated as it had become impossible and unlawful to be performed and thus, both the Developer and MLGH are discharged from performing their respective obligations under the JVA/SA. [93] As title was not alienated to MLGH by the time the said Amendment came into force, no alienation could be made on the affected Land and with that no development project could be undertaken on the Land. There was thus a supervening illegality preventing the Project from taking off and effectively frustrating the contract and discharging the parties of their respective obligations under the JVA/SA. 39 of 67 Whether there was self-induced frustration when the Sabah State EPD rejected the DEIA Final Report and when the State Legislature passed the said amendment to the Sabah Land Ordinance prohibiting alienation of the said Land [94] It is trite that a party cannot take advantage of its own wrong and so a self-induced frustration is not frustration with the result that compensation payable for a discharge of contract by frustration under section 15 of the Civil Law Act 1956 is not applicable but instead an assessment of damages for breach and wrongful repudiation of the contract under section 74 of the Contracts Act 1950 would apply. [95] The Court of Appeal in Hong Leong Bank Bhd v Tan Siew Nam & Anor [2014] 5 MLJ 34; [2014] 7 CLJ 293 observed as follows: “[37] The doctrine of frustration does not protect a party whose own breach of the contract brings about the frustrating event. Thus, a charterer who in breach of the contract, orders a ship into the war-zone, thereby causing the ship to be detained, cannot rely on the detention as a ground of frustration. It is in fact a self induced frustration (Ocean Tramp Tankers Corporation v. V/O Sovfracht, The Eugenia [1964] 2 QB 226, CA; and Uni-Ocean Lines Pte Ltd v. C-Trade SA (The “Lucille”) [1984] 1 Lloyd’s Rep 244, CA). And according to LP Thean JA in Lim Kim Som v. Sheriffa Taibah Abdul Rahman [1994] 1 SLR 393, CA, at 403, the doctrine of frustration is dependent on the facts of the case. Everything boils down to the facts of the case. The present appeal is not an exception.” [96] Whilst the submission for the approval of the DEIA Final Report had been to the DOE for approval, the DOE had by its letter of 13.2.2001 suggested to the Sabah State EPD that the latter is the right party to 40 of 67 decide on the DEIA Final Report since the Federal Order ceased to apply to Sabah as at 20.1.2000. It was a case of each not encroaching into the other’s turf and respecting the other’s jurisdiction. [97] Apparently, the jurisdiction over the DEIA Final Report for this Project fell within the jurisdiction of the State EPD after the coming into force of the Conservation of Environment Enactment 1996 read together with the Conservation of Environment (Prescribed Activities) Order 1999. See para 5 of the said letter of 6.8.2001 at Enclosure 12 p. 1143 and a further reiteration of it by its letter of 9.5.2001. [98] The Federal DOE in essence granted a conditional approval; conditional upon and subject to the State’s EPD’s final approval. The State was to decide after considering the need of the project and the protests by the public. [99] It appeared that this matter of the approval by the Sabah State EPD was like a hot potato and it pushed it back to the Federal Government to decide. The State EPD by its letter of 13.7.2001 to the DOE suggested that the DOE should continue with the processing of the application until the full approval is issued. [100] The Federal DOE was not going to budge and so by its letter to the State EPD dated 6.8.2001 it again granted a conditional approval. See: Enc. 12 p. 1142 of ROA. The DOE was again pushing it to the Sabah State to decide and it became obvious that unpleasant as it is to decide, one has to bite the bullet and decide. The Federal DOE advised that the State may give due attention to the need of the Project and the public’s objection before the decision is made to approve the Project. 41 of 67 [101] The Sabah State EPD then on 21.10.2002, in its lengthy letter to the Developer gave detailed reasons for rejecting the DEIA Final Report, citing non-compliance with the State Government’s policy on coastal reclamation and making reference to seven crucial environmental factors in the said letter. [102] One can hardly say that it is a case of self-frustration where the rejection of the approval of the DEIA Final Report is concerned as the State EPD would have preferred not to have to decide on the application one way or the other and to leave it to the Federal DOE to decide. Had the State EPD wanted to make sure that the approval is rejected, it would not have written to the Federal DOE and urged the DOE to decide fully and finally on the said application for approval. [103] There is no evidence of any self-inducement of a frustrating event or of the State orchestrating the rejection of the approval of the DEIA Final Report. The evidence before the High Court was one of the State EPD trying to wriggle its way out of having to decide on what could be a controversial matter in the light of the public objection and environmental concerns raised as seen in the public protests. [104] Had the State EPD wanted to engineer the rejection of the DEIA Final Report, it would have jumped at the opportunity to decide when the Federal DOE stated in its letter of 13.2.2001 that the State EPD should be the right party to decide on the matter. See Enc. 12 pp. 1109-1110. It makes no sense to run the risk that the Federal DOE may well decide to approve the DEIA Final Report as it had already approved it in principle subject to the ultimate decision of the State EPD who would have the determining say in the matter. 42 of 67 [105] We find merits in the submission of learned counsel for the State Government of Sabah in D2 that if it had a change of heart and was determined to sabotage the Project, they could easily have done that by rejecting the Developer’s DEIA Final Report straightaway instead of persuading the Federal DOE to decide on the same. The Federal DOE was not persuaded and so the ball came back to the State’s EPD’s court and it does not make sense to kick the ball back again to the Federal DOE. [106] It was further argued by learned counsel for the Developer that MLGH is the alter ego of its holding company; as the Chief Minister of Sabah (Incorporated) is the sole shareholder of MLGH. However, under the law, a wholly owned subsidiary is a separate legal entity from its holding company in as much as a company is a separate legal entity from its shareholders. [107] We hearken back to the dicta in the seminal case of the House of Lords in Salomon v Salomon & Co Ltd [1897] AC 22 at page 51, where it was declared as follows: “… The company is at law a different person altogether from the subscribers to the memorandum; and, though it may be that after incorporation the business is precisely the same as it was before, and the same persons are managers, and the same hands receive the profits, the company is not in law the agent of the subscribers or trustee for them. Nor are the subscribers as members liable, in any shape or form, except to the extent and in the manner provided by the Act...” [108] The only time when a holding company may be made liable for the action of its wholly-owned subsidiary is when there was fraud perpetrated or to abuse its separate entity by avoiding its contractual 43 of 67 obligations. In Tan Sri Dato’ Tajudin Ramli v Rego Multi-Trades Sdn Bhd [2018] 7 CLJ 197; [2018] 2 AMR 912 CA, Yeoh Wee Siam JCA in delivering the judgment of the Court of Appeal, held that: “[65] We are in full agreement with the judge who held that TRI, as a holding company, and its wholly-owned subsidiary company, the respondent, are separate legal entities. There is a plethora of cases which have decided that even in a group of companies, each company is a separate legal entity possessed of separate legal rights and liabilities. A board resolution of a parent or holding company cannot bind a subsidiary or wholly-owned company of that parent or holding company. Thus, the directors must approach their duties as directors who recognise the separate legal personality of the two entities. Therefore, in our view, the TRI BOD Resolution does not bind the respondent (see para 2.36 of Walter Woon on Company Law, 3rd edn, p. 51, Adams v. Cape Industries Plc [1990] BCLC 479 at p. 508 and 519, Thueringische Faser & Aktiengesellschaft Schwarza v. Bank Of Commerce (M) Berhad [2009] 4 CLJ 102; [2008] MLJU 908, and Lewis Holding Ltd v. Steel & Tube Holdings Ltd [2015] 2 NZLR 83). [66] The appellant submits that the judge overlooked that all the directors of the respondent were also directors of the TRI at the relevant time, and except for the appellant who had abstained from voting, they had resolved in favour of the Resolution of the TRI BOD. In this regard, we are of the firm opinion that notwithstanding that fact, it is still trite law that a holding company (TRI) and its subsidiary (respondent) are separate legal entities. Hence, the TRI BOD Resolution cannot bind the respondent. Therefore TRI, as the holding company, cannot simply write off the debts of its subsidiary company, 44 of 67 the respondent, ie, for the amount due to the respondent from Aras Capital.” (emphasis added) [109] It is of course true that the Board of the wholly-owned subsidiary would be nominated by the holding company and in this case by the Chief Minister (incorporated). Even sharing of premises and human resources and management and administrative resources are not uncommon for wholly-owned subsidiaries. Wholly-owned subsidiaries do that on a regular basis as part of costs-sharing and optimising and streamlining of resources. These factors taken together cannot make the holding company liable for the debt or obligations of its wholly-owned subsidiaries. Otherwise the concept of limited liability with incorporation will be lost altogether and the whole concept of a company being a separate entity from its shareholders and directors would have to be completely overhauled. [110] In The Albazero [1977] AC 774 at 807, CA, Roskill LJ described it as a fundamental principle of English law “long established and now unchallenged by judicial decision....that each company in a group of companies (a relatively modern concept) is a separate legal entity possessed of separate legal rights and liabilities so that the rights of one company in a group cannot be exercised by another company in that group even though the ultimate benefit of the exercise of those rights would ensure beneficially to the same person or corporate body." [111] Robert Golf LJ in Bank of Tokyo Ltd v Karoon [1987] AC 45 at 64 cautioned as follows: 45 of 67 “Counsel suggested beguilingly that it would be technical for us to distinguish between parent company and subsidiary in this context; economically, he said, they were one. But we are concerned not with economics but with law. The distinction between the two is, in law, fundamental and cannot be abridged.” [112] Likewise with respect to tortious liability in Adams and others v Cape Industries Plc and another [1991] 1 All ER 929, the English Court of Appeal had debunked the concept of linking a single economic unit to liability of the parent company for the debt of its subsidiaries. Lord Slade LJ said at p. 1016 as follows: “The ‘single economic unit’ argument There is no general principle that all companies in a group of companies are to be regarded as one. On the contrary, the fundamental principle is that 'each company in a group of companies (a relatively modern concept) is a separate legal entity possessed of separate legal rights and liabilities'. ...” [113] Further at pp. 1019 − 1020 it was clarified as follows: “Mr Morison described the theme of all these cases as being that where legal technicalities would produce injustice in cases involving members of a group of companies, such technicalities should not be allowed to prevail. We do not think that the cases relied on go nearly so far as this. As Sir Godfray Le Quesne submitted, save in cases which turn on the wording of particular statutes or contracts, the court is not free to disregard the principle of Salomon v A Salomon & Co Ltd [1897] AC 22, [1895–9] All ER Rep 33 merely because it considers that justice so requires. Our law, for better or worse, recognises the creation of subsidiary companies, which though in one sense the creatures of their parent companies, 46 of 67 will nevertheless under the general law fall to be treated as separate legal entities with all the rights and liabilities which would normally attach to separate legal entities. In deciding whether a company is present in a foreign country by a subsidiary, which is itself present in that country, the court is entitled, indeed bound, to investigate the relationship between the parent and the subsidiary. In particular, that relationship may be relevant in determining whether the subsidiary was acting as the parent's agent and, if so, on what terms. In Firestone Tyre and Rubber Co Ltd v Lewellin (Inspector of Taxes) [1957] 1 All ER 561, [1957] 1 WLR 464 (which was referred to by Scott J) the House of Lords upheld an assessment to tax on the footing that, on the facts, the business both of the parent and subsidiary were carried on by the subsidiary as agent for the parent. However, there is no presumption of any such agency. There is no presumption that the subsidiary is the parent company's alter ego. Scott J refused an invitation to infer that there existed an agency agreement between Cape and NAAC comparable to that which had previously existed between Cape and Capasco (see p 971, ante) and that refusal is not challenged on this appeal. If a company chooses to arrange the affairs of its group in such a way that the business carried on in a particular foreign country is the business of its subsidiary and not its own, it is, in our judgment, entitled to do so. Neither in this class of case nor in any other class of case is it open to this court to disregard the principle of Salomon v A Salomon & Co Ltd merely because it considers it just so to do.” (emphasis added) [114] Here it was argued that the legislative Amendment was put in place because the State Government of Sabah wanted to avoid its contractual obligation and so it started the process of preparing the Amendment Bill for discussion and debate in the State Legislative Assembly and as it controlled the State Legislative Assembly, it was able to ensure that the Amendment was passed. 47 of 67 [115] The position of the law on an Offer to Alienate by the State had been clarified in the Court of Appeal’s case of The State Government of Sabah & Ors v Clarence Chiuh Ken Loong & Ors [2017] 3 MLJ 127 where it held that the offer to alienate land cannot be looked at as a contract. The Court of Appeal held as follows: “[24] Having said that, we agree with the submissions of the learned state counsel that there is no basis to apply the law of contract on the facts of the present appeal. The alienation of state land is regulated by the Sabah Land Ordinance which lays out clear provisions on the process of alienation of land in the state of Sabah. [25] It is plain and clear that s 12 of the Sabah Land Ordinance and r 2 of the Sabah Land Rules do not recognise mere application for land and any payment made pursuant thereto as an undertaking that, the application for land has been approved. Any land title can only be issued after the land has been properly surveyed (s 22) and any use or occupation of land cannot be allowed before completion of survey unless so authorised by the collector upon issuance of a provisional lease. And under s 88, it is clearly provided that any interest in land shall be valid only upon registration of title. On top and above that any land under forest reserve as in this case, is governed by the Forest Enactment 1968 which prohibits alienation of, and cultivation on, such land.” [116] The State Legislature is a separate body from the State Executive in as much as at the Federal level, the Members of Parliament that constitute the Legislature are different from the members of the Executive branch of Government that would consist of the Prime Minister and his cabinet, who may well be part of the Legislature. 48 of 67 [117] The lawmakers of the State Legislative Assembly would vote, having regard to whether the Amendment in question would be for the benefit of the State and its people, having regard to the delicate eco-system in the affected coastline. There is no evidence that the State Legislature was targeting this particular Project to skirt it or to pull the rug from beneath it. It would be unfair to the Defendants for the High Court to make an inference that the originator of the Amendment Bill must have the intention to scuttle and sabotage the Project instead of safeguarding the environment for the future generations of Sabahans. [118] The Executive of the State of Sabah is provided in PART I THE STATE GOVERNMENT and in Chapter 2 of the Constitution of the State of Sabah. Article 5 of the State Constitution states that the executive authority of the State shall be vested in the Yang di-Pertua Negeri. Article 6(1) provides that there shall be a State Cabinet to advise the Yang di-Pertua Negeri. Under Article 6(2) the Cabinet shall consist of a Chief Minister, and not more than ten nor less than four members. Article 6(3) further provides that the Yang di-Pertua Negeri shall appoint as Chief Minister a member of the Legislative Assembly who is his judgment is likely to command the confidence of a majority of the members of the Assembly and the other members of the State Cabinet are appointed upon the advice of the Chief Minister from among members of the Assembly. [119] THE LEGISLATURE of the State is covered under PART II of the State Constitution and under Article 14(1) the Legislative Assembly shall consist of the Speaker and currently 73 members and not more than 6 nominated members. 49 of 67 [120] Whilst members of the State Cabinet are members of the State Legislative Assembly and that the Chief Minister is generally the one likely to command the confidence of a majority of the members of the Assembly, that does not mean that the 2 different organs of the State Government in the Executive and the Legislature can be conflated into one. [121] There is no evidence that members of the State Legislature all belong to the same ruling party such that under party-whip they are bound to vote for a legislation introduced by the State Executive. They remain separate branches of the State Government and the members of the State Legislative Assembly are not beholden to vote in favour of the ruling party that has the confidence of a majority of the Assembly. [122] There is no evidence that members of the Legislative Assembly had conspired with the Executive that had introduced the Amendment Bill to use their legislative powers to veto the whole Project. Whilst it is true that generally the Bill introduced by the Executive would be carried by the Legislature with or without amendments for otherwise it would be akin to a vote of no-confidence on the Chief Minister, the State Assemblymen are at liberty to speak up even against any Bills being tabled and to question the wisdom of it. [123] It would make little sense to preserve and protect from any development some 3,830 acres of land fronting the coastline of Kota Kinabalu at Likas Bay just to derail a 502-acre development in the Project. It would be akin to using a mallet to kill a mosquito. Being a joint-venture, the State would similarly lose out as well for the non-development would from the pure utility point of view, confer no benefit on the State. 50 of 67 [124] We were referred to the Canadian Supreme Court case of Wells v. Newfoundland, [1999] 3 S.C.R. 199 where the respondent there had lost his job as a commissioner of the Public Utilities Board under the Public Utilities Act. The brief facts set out here are extracted from the headnotes of the reported judgment. He was entitled to hold office during good behaviour until the age of 70. The Executive Council of the Government of Newfoundland, following an assessment of the continuing need for the Board, recommended a newly constituted board with fewer commissioners and that the respondent’s position be replaced by an office of Consumer Advocate in the Department of Consumer Affairs and Communications or the Department of Justice. [125] A new Public Utilities Act was passed which restructured the Board, reduced the number of commissioners and abolished the respondent position. The respondent ceased to hold office on that date. Having served for four and a half years, the respondent was six months short of having his pension vest. He was not reappointed to the new Board and did not receive any compensation. The respondent was not interested in filling the office of Consumer Advocate. He decided to seek damages. His action was dismissed by the Newfoundland Supreme Court, Trial Division. He successfully appealed to the Court of Appeal which found the Crown to be in breach of statutory and contractual obligations. The Court of Appeal awarded damages equivalent to two and one-half years of salary plus pension benefits. [126] The decision of the Supreme Court was influenced by the fact that any repeal of a statute does not take away an accrued right of an affected party as set out below: 51 of 67 “41. At the cost of repetition, there is no question that the Government of Newfoundland had the authority to restructure or eliminate the Board. There is a crucial distinction, however, between the Crown legislatively avoiding a contract, and altogether escaping the legal consequences of doing so. While the legislature may have the extraordinary power of passing a law to specifically deny compensation to an aggrieved individual with whom it has broken an agreement, clear and explicit statutory language would be required to extinguish existing rights previously conferred on that party. This view is strengthened by s. 29(1)(c) of the Interpretation Act which states that: