THE SUPREME COURT OF APPEAL OF SOUTH AFRICA
JUDGMENT
Not Reportable
Case No: 277/2021

In the matter between:

NAKA DIAMOND MINING (PTY) LIMITED
APPELLANT

and

JOHANNES FREDERICK KLOPPER N O             FIRST  RESPONDENT

RYNETTE PIETERS N O                                      SECOND RESPONDENT

SOUTHERNERA DIAMONDS (PTY)
LIMITED                                                                     THIRD RESPONDENT
Neutral citation: Naka Diamond Mining (Pty) Limited v Johannes Frederick
Klopper NO & Others (case no 277/2021) [2022] ZASCA 94
(17 June 2022)
Coram:
DAMBUZA, GORVEN, MOTHLE and MABINDLA-
BOQWANA JJA, and SAVAGE AJA
Heard:

13 May 2022
Delivered:
17 June 2022
Summary:
Contract Law – whether obligations created under a joint
venture contract survived termination of the contract – principles governing
interpretation of legal documents reaffirmed – reconstruction of the terms of the
contract by the court on termination impermissible –  all obligations ceased on
termination of the contract.

ORDER

On appeal from: Gauteng Division of the High Court, Johannesburg (Spilg J
sitting as court of first instance):
The appeal is dismissed with costs of two counsel, where so employed.
The cross appeal is upheld with costs of two counsel, where so
employed.
The order of the high court is set aside and replaced with the following
order:
‘1 It is declared that any and all obligations of SouthernEra Diamonds
(Pty) Ltd (in business rescue) owed by it in respect of the Klipspringer
Joint Venture Agreement (being the agreement concluded on 31 July
2001 between SouthernEra Diamonds (Pty) Ltd, formerly SouthernEra
Resources Ltd, Naka Diamond Mining (Pty) Ltd, formerly Steppon
Investments (Pty) Ltd and De Beers Consolidated Mines Ltd), as
amended on 6 October 2004, terminated, at the latest, on 24 May 2020.
2 Naka Diamond Mining (Pty) Ltd is liable for the costs of the
application, including the costs of two counsel where so employed.’

JUDGMENT

Dambuza JA (Gorven, Mothle and Mabindla-Boqwana JJA and Savage
AJA concurring)
[1] The issue in this appeal is whether certain obligations which the third
respondent, SouthernEra (Pty) Ltd (in business rescue) (SouthernEra), had under
a joint venture agreement survived the termination of that agreement. The

Gauteng Division of the High Court, Johannesburg (Spilg J) (high court), before
which the matter served, did not make any order in this regard. It merely granted
a declarator that the joint venture agreement was terminated prior to the
commencement of SouthernEra’s business rescue, an order which displeased both
parties. The appeal by the appellant, Naka Diamond Mining (Pty) Ltd (Naka),
and the cross-appeal by the first and second respondents, Mr Johannes Klopper
and Mr Rynette Pieters, SouthernEra’s business rescue practitioners (the
practitioners), are with the leave of the high court.

[2] In 2001 SouthernEra, which was then known as SouthernEra Resources
Limited, concluded a joint venture agreement with Naka, then known as Steppon
Investments (Pty) Ltd, and De Beers Consolidated Mines Limited (De Beers).
The object of the agreement, termed the Klipspringer Joint Venture Agreement
(JV agreement), was to prospect for, mine and sell diamonds.

[3] Each party was to make a contribution to the joint venture (JV). Naka had
to contribute development costs of up to R49,6 million which was to be used to
boost the underground mining activities.1 SouthernEra had to contribute its ‘old
order mining rights’ in respect of Farm Rusland 93 KS, on which the Klipspringer
fissure diamond mine was located (Klipspringer right), together with the use of
its mining plant and infrastructure.2 De Beers had to contribute its mining rights
in respect of Farm Marsfontein 91 KS, together with the rights to mine in respect
of the De Beers Rights and De Beers Exploration Properties.3 Naka and
SouthernEra also contributed the mining rights jointly held by them in respect of
the Farm Doornrivier 86 KS (the Doornrivier old order rights).4 In addition, each
party had to make available to the JV all technical data relating to the respective

1 Clause 7.5 of the JV agreement.
2 Clause 7.1 and 7.2.
3 Clause 7.5 and 7.6.
4 Clause 7.3.

JV mining rights.5 In return, a ‘participation interest’ would be allocated to each
party, being their share (expressed as a percentage) of the net revenue earned by
the JV.

[4] The JV was to continue for an indefinite period; for as long as diamonds
were produced on the relevant properties.6 However, in terms of Clause 14 of the
JV agreement the parties could terminate the agreement by mutual agreement at
any time, or if a land claim or expropriation impacted negatively on the feasibility
thereof7, or if the precious stones to which the JV mining rights related were
exhausted.8

[5] It was the responsibility of each of the parties to the JV to maintain the
validity of, and enforceability of the mining rights contributed by it to the JV.9
However, the royalties payable in respect of the State rights, the costs of
purchasing additional mineral rights, and royalties payable in respect of the
Klipspringer rights and SouthernEra Exploration Properties would be borne by
the JV.

[6] In October 2004 the parties concluded an addendum to the JV agreement
which, amongst other things, regulated De Beers’ exit from the JV and for its
participation interest to be transferred to Naka. The De Beers’ rights, as
transferred to Naka, and Naka’s share of the Doornrivier rights lapsed and
returned to the State in May 2009. Thereafter Naka made no further contribution
to the JV.

5 Clause 7.4.
6 Clause 5.3.
7 Clause 12.
8 Clause 14.2.
9 Clause 7.8 of the JV agreement p70.

[7] During 2010 operations on Farm Rusland ceased as a result of underground
flooding. Furthermore, no Management Committee meetings had taken place
since 2008. SouthernEra maintained that the JV had terminated by operation of
law following Naka’s inability to contribute De Beers’ and the Doornrivier rights
and costs of care and maintenance of the mining operations. On 22 February 2013
the Klipspringer old order right was converted into a new order mining right as a
result of a conversion application that had been lodged by SouthernEra in 2009.
By March 2015 the mining operations at Rusland had been conducted at a loss of
R563 990 176. Thereafter, the JV suffered further losses.

[8] In an email to Naka’s attorneys dated 7 August 2018, SouthernEra, through
its attorneys, advised that it was cancelling the JV agreement because of Naka’s
failure to transfer the De Beers rights to the JV and to maintain them. SouthernEra
asserted that Naka’s failure constituted an irremediable breach of the JV
agreement as the rights in question had since been allocated to the local
community. There does not seem to have been any response from Naka in this
regard. However, judging from its conduct subsequent to the cancellation, it did
not accept same.

[9] During February 2020 SouthernEra sold some of its mining equipment
located at Farm Rusland. Naka attempted but failed to stop the sale. Naka’s
attorneys then sent a written warning to SouthernEra’s attorneys advising that the
disposal of the equipment was in breach of the JV agreement and threatening that
action would be taken by Naka if the equipment was not returned to the JV. The
sale of equipment proceeded. All that Naka managed to secure on 24 February
2020 was an interim interdict in terms of which SouthernEra was restrained from
continuing with mining activities on Farm Rusland and from disposing of its
business interests in the Farm Rusland mining operations, pending an action or
mediation that was to be instituted by it (Naka) by 1 June 2020 for resolution of

the dispute as to whether the JV agreement remained extant. The interim interdict
was granted on the basis that throughout the years 2009 to 2017 SouthernEra had
acknowledged the existence of the JV in its business activities, notwithstanding
Naka’s failure to contribute the De Beers mining rights. The court held that it was
not open to SouthernEra to raise as its defence to Naka’s application for an
interdict, Naka’s failure to contribute the rights.

[10] On 23 March 2020 SouthernEra went into voluntary business rescue and
the practitioners were appointed. The following day Naka’s attorneys wrote to
SouthernEra’s attorneys advising that Naka was cancelling the JV agreement as
a result of a SouthernEra’s irremediable breach thereof. In this regard, it too,
invoked clause 26.2 of the JV agreement. This was in reference to the sale of
equipment by SouthernEra. In the written cancellation Naka’s attorneys advised
that the breach by SouthernEra constituted a withdrawal from the agreement and
relinquishment of SouthernEra’s entire participation interest as provided in
Clause 8.7 of the JV agreement. Naka insisted that SouthernEra remained bound
to perform its obligations under the agreement as provided in Clause 8.7 after the
cancellation of the JV agreement.

[11] On 24 June 2020 the practitioners launched an application in the high court
on an urgent basis, seeking a declarator that all of SouthernEra’s obligations
under the JV agreement had terminated, alternatively, that such obligations as
might have survived the termination of the agreement be cancelled as provided
in s 136(2)(b) of the Companies Act 71 of 2008 (Companies Act). Initially, in
prayer 2 of the Notice of Motion, the practitioners had sought a declaratory order
that the Joint Venture Agreement had terminated. The Notice of Motion was later
amended by adding prayer 2A in which a declaratory order was sought that any
and all obligations of SouthernEra under the JV had been terminated, at the latest
on 24 March 2020.

[12] In the application the practitioners contended that the JV had been an
‘abject failure’ because of various factors, including Naka’s failure to comply
with its obligations under JV agreement. In addition to what SouthernEra had
raised in its letter of cancellation it was asserted that Naka had failed to maintain
the black ownership level necessary to enable the JV to comply with the Black
Economic Empowerment requirements of the Department of Mineral Resources.
The R600 million financial losses during the years 2014 and 2015 borne by
SouthernEra alone were another source of complaint. There was, however, no
intention of laying a claim against Naka for its share of the losses, as it had no
realisable assets from which it could satisfy such a claim. SouthernEra had
discontinued all mining and business operations during 2019.

[13] With regard to the alternative prayer, brought under s 136(2)(b) of the
Companies Act, the practitioners contended that the declarator sought was
necessary to provide certainty regarding the termination of the JV and any
obligations that SouthernEra had thereunder, so that a rational Business Rescue
Plan could be prepared and presented to the creditors.

[14] In opposing the application, Naka highlighted that in the interdict judgment
the high court had found in its favour, that the JV remained extant and had not
been an ‘abject failure’ as had been contended by SouthernEra. It repeated its
contention that SouthernEra had withdrawn from the JV agreement and that it
remained bound to continue its contributions to the JV.

[15] Regarding the alternative prayer, Naka contended that there were no
reasonable prospects that SouthernEra could be rescued. It further contended that
the practitioners could only seek cancellation of residual obligation once they had
prepared a business rescue plan.

[16] The high court’s declarator that the JV agreement had been cancelled left
both parties in limbo because the dispute regarding the consequences of the
termination remained unresolved. In its submissions in this Court Naka
contended, somewhat curiously considering its letter of cancellation, that the
issue whether the agreement had been terminated was pending in the action it had
instituted as per the interdict. However, at the hearing of the appeal its counsel
clarified that Naka had accepted that the agreement was terminated but insisted
that such termination was consequent to SouthernEra’s breach. In the cross-
appeal the practitioners maintained that all obligations on SouthernEra under the
JV agreement terminated on cancellation of the JV agreement.

[17] Naka’s main contention on appeal was that, following the irremediable
breach by SouthernEra in selling its mining equipment, it cancelled the JV
agreement as provided in Clause 26.2 of the JV agreement (the breach clause)
and that Clause 26.3 which became operative on termination of the agreement for
breach, prescribed that the provisions of Clause 8.7 came into effect.
Consequently, Naka sought a declarator that, as provided under Clause 8.7,
SouthernEra was bound to continue with its contributions to the JV as specified
under Clause 7.8 of the JV agreement. Clause 7.8 provided that:
‘7.8 Each of Steppon [Naka], De Beers and SouthernEra shall at its own cost do all things
necessary to maintain the validity and enforceability of the portion of the KJV Rights
contributed by each of them respectively (except as determined by the Management
Committee) for the duration of the Joint Venture except that:
7.8.1 royalties payable in respect of the State Rights;
7.8.2 the costs of purchasing any additional mineral rights within the Exploration Properties;
and
7.8.3 royalty obligations payable to MSA in respect of the Klipspringer Rights and the
SouthernEra Exploration Properties, as set out in clause 3.4 shall be expenses of the Joint
Venture.’

[18] It should be noted that there remains a dispute in the pending action as to
which party terminated the agreement. It is common cause that the agreement was
terminated, by SouthernEra or Naka, and that it was terminated under
Clause 26.2. The dispute as to which party terminated is not relevant to the appeal
and is the subject of the unfinished litigation. If it terminated at the instance of
SouthernEra on 8 August 2018 on the basis that Naka had committed an
irremediable breach of the agreement, it is common cause that no residual
obligations rested on SouthernEra thereafter. If, on the other hand, it terminated
at the instance of Naka on 24 March 2020 due to an irremediable breach by
SouthernEra, the question arises whether any residual obligations rested on
SouthernEra thereafter. The appeal was argued before us on the basis that this
question alone should be decided and not the prior question of whether
SouthernEra or Naka terminated the JV agreement. This addresses prayer 2A of
the amended notice of motion referred to above. I agree that this is an appropriate
way to deal with the matter. The parties want clarity on that point and it is not
possible to resolve who terminated the JV agreement in these proceedings.

[19] The breach clause provided:
’26.
BREACH
26.1 The remedies of the Parties under 26.2 shall not be exhaustive and shall be in addition and
without prejudice to any other remedies in law which they might have, whether under this
Agreement or at common law.
26.2 A party shall be entitled to cancel this Agreement by written notice to the others upon the
occurrence of any one or more of the following events:
26.2.1 if the other Party commits a material breach of this Agreement which is incapable of
being remedied;
26.2.2 if the other Party commits any other material breach of this Agreement and fails to
remedy the breach within a reasonable time (which shall not be less than 30 days) after
receiving written notice to do so;

26.2.3 if the other Party commits a breach of the Principal Agreement or this Agreement, which
breach is either incapable of remedy or, if capable of remedy, is not remedied within the period
allowed for remedy in terms of such agreement;
26.2.4 if any provisional or final order is made or an effective resolution passed for the winding
up of the other Party otherwise than for the purposes of its reconstruction or an amalgamation
with another company;
26.2.5 if any provisional or final order is made for the judicial management of the other Party;
26.2.6 if any event analogous to any of the events set out in 26.2.4 and 26.2.5 should occur
with respect to a Party in any other jurisdiction.
26.3 On termination of this Agreement in terms of 26.2, the provisions of 8.7 shall apply
mutatis mutandis.’ (My emphasis.)

[20] On Naka’s argument, on its cancellation of the agreement under Clause
26.2.1, Clause 26.3 became operative and in terms thereof Clause 8.7 regulated
the consequences of the termination.  Clause 8.7 provided:
‘If either Steppon [Naka] or SouthernEra’s Participation Interest is diluted to 5% or less, such
party shall be deemed to have withdrawn forthwith from this Agreement and shall relinquish
its entire Participation Interest free of any consideration; provided that such withdrawing party
shall nevertheless be obliged to maintain in place and continue its contribution to the Joint
Venture as set out in clause 7 (but excluding funding of capex in 7.2.1) and shall remain bound
by the Principal Agreement (if it is party thereto) and shall be liable for its obligations under
this Agreement until termination of this Agreement, save that it shall have no further funding
obligations in terms of this clause 8. Such relinquished Participation Interest shall be deemed
to have accrued automatically to the other party free of any consideration.’ (My emphasis.)

[21] Counsel for Naka conceded that the basis for the deeming portion in Clause
8.7 has not been established. He submitted, however, that Naka was entitled to
invoke Clause 8.7 because the parties to the agreement intended that in the event
of breach the ‘guilty party’ would be divested of its right to participate in the JV.
He submitted that the words mutatis mutandis in Clause 26.3 empowered Naka,
as the innocent party, to make the necessary alterations to Clause 8.7 in order to

divest the ‘guilty party’ of its participation interest. In terms of Clause 8.7, on
termination of the agreement, SouthernEra was to be deemed to have withdrawn
from the agreement because its interest in the JV had been diluted to 5% or less,
and it would then remain liable for its obligations under the agreement until the
termination thereof.

[22] This contention then led to a distinction being drawn between the JV
agreement and the JV; the argument being that the JV survived the cancellation
of the agreement, such that SouthernEra’s contributions would still be used in
advancing the business of the surviving JV until the termination thereof.

[23] This submission is untenable. Generally, cancellation of a contract results
in termination of the obligations created thereby. ‘If a contractual obligation has
not yet been fulfilled, cancellation has the result that obligations from the contract
are extinguished and can therefore no longer be enforced’.10 The continuing
contributions provided for under Clause 7.8 fall under this category (as opposed
to accrued rights) and therefore became extinguished on termination of the JV
agreement. Furthermore, the JV being a form of a legal relationship that was
created by the JV agreement, with the rights and obligations thereunder regulated
thereby, could not survive on termination of the agreement.

[24] Clause 8.7 must be interpreted and applied sensibly, within the context of
Clause 8 in which it is located and the entire JV Agreement, in line with the
established approach to interpretation of legal documents.11  Clause 8 regulated
the funding requirements of the JV, over and above the R49,6 million that would
have been provided by Naka. In terms thereof the parties would provide a

10 Van Huyssteen et al Contract- General Principles 6 ed (2020) at 455.
11 In KPMG Chartered Accountants (SA) v Securefin Limited and Another (644/07) [2009] ZASCA 7; 2009 (4)
SA 399 (SCA); [2009] 2 All SA 523 (SCA); Natal Joint Municipal Pension Fund v Endumeni Municipality
ZASCA 13; [2012] 2 All SA 262 (SCA); 2012 (4) SA 593 (SCA).

determined proportionate share of funding to the JV.12 In the event of failure by
a party to provide its proportionate share of the funding, the other party could
provide the defaulting party’s share, together with its own.13 The result would be
that the defaulting party’s participation interest would then be diluted to the extent
determined by a specified formula.14 If the defaulting party’s participation interest
became diluted to 5% or less, that party would be deemed to have ‘withdrawn’
from the agreement, but would remain obliged to continue with the contributions
prescribed in Clause 7 until termination of the JV agreement.15

[25] Notably, the trigger for the provisions of Clause 8.7 would be the
occurrence of a specified event – the dilution of a party’s participation interest to
5% or less. On the other hand the termination of the agreement under the breach
clause resulted from the exercise of an election by a party to cancel the agreement
upon breach by the other party as specified in the breach clause.

[26] Significantly, the trigger event under Clause 8.7 resulted in a ‘withdrawal’
from the agreement compared with the ‘termination’ of the agreement under
Clauses 14 and 26. The use of the two different words suggests that the parties
envisaged different processes and consequences in the relevant clauses. On the
deemed withdrawal of a party the agreement and the JV would remain valid until
terminated. On termination, under the breach clause, the agreement and the JV
would come to an end. The provisions of the termination clause have already been
discussed in paragraph 4 above.

[27] The interpretation contended for by Naka was effectively an impermissible
reconstruction of Clause 8.7 of the agreement. The entire portion in that clause

12 Clauses 8.1 to 8.3.
13 Clause 8.4
14 Clause 8.4.2
15 Clause 8.7

which specified the basis for its application would have to be deleted and a new
basis be substituted. The words ‘until termination of the Agreement’ would be
rendered superfluous or meaningless. It was submitted that those words should
be altered to read ‘until termination of the Joint Venture’, which would be absurd
given that the JV was terminated under Clause 26.2.

[28] Consequently, the premise on which Naka sought to invoke the provisions
of Clause 8.7 was unsustainable. Once the JV Agreement was terminated under
the breach clause, the provisions of Clause 8.7 could not apply mutatis mutandis.
The substance regulated in the breach clause and Clause 8.7 differ substantially.
On termination of the agreement, the JV terminated and all the parties’
obligations thereunder ended. The practitioners were accordingly entitled to the
declaratory order sought in the amended prayer 2A of the Notice of Motion.

[29] It is not necessary to deal with the alternative relief brought under s
136(2)(b) of the Companies Act. The following order shall therefore issue:
The appeal is dismissed with costs, including cost of two counsel, where
so employed.
The cross appeal is upheld with costs, including costs of two counsel,
where so employed;
The order of the high court is set aside and replaced with the following
order:
‘1 It is declared that all obligations of SouthernEra Diamonds (Pty) Ltd
(in business rescue) owed by it in respect of the Klipspringer Joint
Venture Agreement (being the agreement concluded on 31 July 2001
between SouthernEra Diamonds (Pty) Ltd, formerly SouthernEra
Resources Ltd, Naka Diamond Mining (Pty) Ltd, formerly Steppon

Investments (Pty) Ltd and De Beers Consolidated Mines Ltd), as
amended on 6 October 2004, terminated at the latest on 24 May 2020.
2 Naka Diamond Mining (Pty) Ltd is liable for the costs of the
application, including the costs of two counsel, where so employed.’

________________

N DAMBUZA

JUDGE OF APPEAL

Appearances:

For appellant:

BM Gilbert
Instructed by:

David Levithan Attorneys, Sandton

Lovius Block Inc, Bloemfontein

For respondents:

A Gautshi SC with J Smit

Instructed by:

Van Wyk Van Heerden Inc, Paarl

Symington & De Kock, Bloemfontein
THE SUPREME COURT OF APPEAL OFSOUTH AFRICA
MEDIA SUMMARY OF JUDGMENT DELIVERED

FROM

The Registrar, Supreme Court of Appeal
DATE

17 June 2022
STATUS

Immediate

Please note that the media summary is for the benefit of the media and does not form part
of the judgment.

Naka Diamond Mining (Pty) Ltd v Johannes Frederick Klopper NO
and Others (case no 277/2021) [2022] ZASCA 94 (17 June 2022)

MEDIA STATEMENT

Today the Supreme Court of Appeal dismissed an appeal against an order granted by the
Gauteng Division of the High Court, Johannesburg, in terms of which a joint venture agreement
concluded between Naka Diamond Mining (Pty) Ltd and SouthernEra (Pty) Ltd was declared
terminated before the commencement of SouthernEra’s business rescue.

In 2001 the parties and an entity named De Beers Consolidated Mines Limited formed a joint
venture (JV) and concluded a joint venture agreement, termed the Klipspringer Joint Venture
Agreement (JV agreement), which had the object to prospect for, mine and sell diamonds. Each
party made a contribution to the joint venture: Naka had to contribute development costs and
SouthernEra had to contribute its ‘old order mining rights’ in respect of Farm Rusland, together
with the use of its mining plant and infrastructure. Naka and SouthernEra also contributed the
mining rights jointly held by them in respect of the Farm Doornrivier. De Beers had to
contribute its mining rights in respect of Farm Marsfontein, together with the rights to mine in
respect of the De Beers Rights and De Beers Exploration Properties. In return, a ‘participation
interest’ would be allocated to each party, being their share of the net revenue earned by the
JV. The JV was to continue for as long as diamonds were produced on the relevant properties.
The agreement made provision for the cancellation thereof due to breach as well as cancellation
based on other grounds. Furthermore, it was the responsibility of each of the parties to the JV
to maintain the validity of, and enforceability of the mining rights contributed by it to the JV.

In 2004 De Beers left the JV and transferred its participation interest to Naka. In May 2009 the
De Beers’ rights, as transferred to Naka, and Naka’s share of the Doornrivier rights lapsed and
returned to the State due to the failure to convert them in terms of the transitional arrangements
of the Mineral and Petroleum Resources Development Act 28 of 2002. Thereafter Naka made
no further contribution to the JV and operations on Farm Rusland ceased as a result of
underground flooding. By March 2015 the mining operations at Rusland had been conducted
at a loss. On 7 August 2018 SouthernEra cancelled the JV agreement in writing because of
Naka’s failure make any contribution and asserted that the failure constituted an irremediable
breach of the JV agreement. After SouthernEra went to voluntary business rescue on 23 March
2020 and had sold some of its mining equipment, Naka also terminated the JV agreement in
writing as a result of a SouthernEra’s irremediable breach being the sale of the equipment.

Naka insisted that SouthernEra remained bound to perform its obligations under the agreement
after the cancellation of the JV agreement. SouthernEra’s business rescue practitioners
launched an urgent application in the high court in June 2020 seeking a declarator that all of
SouthernEra’s obligations under the JV agreement had terminated, alternatively, that such
obligations as might have survived the cancellation of the agreement be cancelled as provided
in s 136(2)(b) of the Companies Act 71 of 2008. The high court’s declarator that the JV
agreement had been cancelled left both parties in limbo because the dispute regarding the
consequences of the cancellation remained unresolved.

In dismissing the appeal by Naka, the SCA rejected their argument that the JV survived the
cancellation of the agreement. The Court held that generally, cancellation of a contract results
in termination of the obligations created thereby. If a contractual obligation has not yet been
fulfilled, cancellation has the result that obligations from the contract are extinguished and can
therefore no longer be enforced. The SCA found that the JV being a form of a legal relationship
that was created by the JV agreement, with the rights and obligations thereunder regulated
thereby, could not survive on termination of the agreement. The court concluded that on
termination of the agreement, the JV terminated and all the parties’ obligations thereunder
ended.
--- ends --