THE SUPREME COURT OF APPEAL OF SOUTH AFRICA
JUDGMENT

Not Reportable

Case no: 198/2020
In the matter between:

IGS CONSULTING ENGINEERS CC
FIRST APPELLANT

TURNMILL PROQUIP
ENGINEERING (PTY) LTD
SECOND APPELLANT

and

TRANSNET SOC LIMITED
RESPONDENT

Neutral Citation: IGS Consulting Engineers & Another v Transnet Soc
Limited (Case no 198/20) [2022] ZASCA 63 (29 April 2022)
Coram:
DAMBUZA, SCHIPPERS and NICHOLLS JJA and TSOKA
and MOLEFE AJJA
Heard:
18 February 2022
Delivered:  This judgment was handed down electronically by circulation
to the parties’ legal representatives by email, publication on the Supreme
Court of Appeal website and release to SAFLII. The date and time for
hand-down is deemed to be have been at 14h00 on 29 April 2022.

Summary:
Administrative law – non-compliance with s 217 of the
Constitution - contracts set aside.
Civil procedure – s 16(2)(a) of Superior Courts Act 10 of 2013 – decision
on appeal having no practical effect - no live issue other than costs – no
exceptional circumstances justifying a hearing on costs.

___________________________________________________________
ORDER
___________________________________________________________

On appeal from: Gauteng Division of the High Court, Johannesburg
(Vally J, sitting as court of first instance):
Paragraph 2 of the order of the high court is varied to read as follows:
‘2.
The contract concluded between the Applicant and the Third
Respondent on 27 August 2015 (the second contract) is declared
unlawful and is set aside; and
2.1
The First and Second Respondents are to serve and file with
the Registrar of this Court an audited statement of the expenses
incurred, the income received and the net profit earned under the
second contract within 60 days of this order;
2.2
The Applicant is to obtain and file with the Registrar of this
Court an independent audited verification of the details provided by
the First and Second Respondents in terms of paragraph 2.1 within
30 (thirty) days of the receipt of the information, and the First and
Second Respondents are to permit the auditors appointed by the
Applicant to have unfettered access to the relevant financial
information for this purpose;
2.3
The First Respondent is to pay to the Applicant its verified
profit within thirty (30) days of service of the audit verification.
2.4
The Second Respondent is to pay to the Applicant its verified
profit within thirty (30) days of service of the audit verification.’

The First and Second Appellants are to pay the costs of this appeal
which costs are to include those occasioned by the appointment of two
counsel.

__________________________________________________________
JUDGMENT
___________________________________________________________

Nicholls JA (Dambuza and Schippers JJA and Tsoka and Molefe
AJJA concurring):
[1] ‘When an organ of state in the national, provincial or local sphere of
government, or any other institution identified in national legislation,
contracts for goods or services, it must do so in accordance with a system
which is fair, equitable, transparent, competitive and cost-effective.’ These
are the words of s 217 of the Constitution. If there is non-compliance with
this constitutional imperative a court must make a declaration of
constitutional invalidity in respect of such conduct1. The only discretion it
has is determining a just and equitable remedy.2

[2] This appeal concerns the ever-growing trend of organs of state, in
this instance Transnet SOC Limited (Transnet), approaching courts on
‘self-review’ on discovering that their functionaries had concluded
contracts which are an anathema to values set out in s 217. These reviews
are brought on the basis of legality.3 No party has a right to benefit from
an unlawful contract.4 Disgorgement of profits has been said to be an
extraordinary remedy only to be used in exceptional circumstances.5
Unfortunately, the extraordinary has become commonplace with the

1 Section 172(1)(a) of the Constitution.
2 Section 172(1)(b) of the Constitution.
3 State Information Technology Agency SOC Limited v Gijima Holdings (Pty) Limited [2017] ZACC 40;
2018 (2) BCLR 240 (CC); 2018 (2) SA 23 (CC) para 38; Buffalo City Metropolitan Municipality v Asla
Construction (Pty) Ltd [2019] ZACC 15; 2019 (6) BCLR 661 (CC); 2019 (4) SA 331 (CC) para 1; Govan
Mbeki Municipality v New Integrated Credit Solutions (Pty) Ltd [2021] ZASCA 34; 2021 (4) SA 436
(SCA) para 34.
4Allpay Consolidated Investment Holdings (Pty) Ltd and Others v Chief Executive Officer of the South
African Social Security Agency and Others [2013] ZACC 42; 2014 (1) SA 604 (CC); 2014 (1) BCLR 1
(CC) para 67-70.
5 Atlantic Lottery Corp Inc. v Babstock, 2020 SCC 19.

pillage of our state-owned enterprises. The loss to the public purse runs
into billions of rand but the damage caused by the erosion of public trust is
immeasurable.

[3] Transnet, who is the respondent in these proceedings, sought to set
aside five contracts concluded between Transnet and IGS Consulting
Engineers CC (IGS), the first appellant, during the period 2015 and 2016.
The second appellant, Turnmill Proquip Engineering (Pty) Ltd (Turnmill)
was cited on the basis that it had entered into joint venture agreements with
IGS in respect of certain of the contracts.

[4] The Gauteng Division of the High Court, Johannesburg (the high
court), per Vally J, granted the order to set aside the five contracts, the total
value of which was in excess of R204 million, and ordered a disgorgement
of the profits. The appeal is with the leave of the court a quo.

[5] On the morning of the appeal, counsel for IGS, the main protagonist,
informed the Court that he had been instructed to withdraw the appeal and
tender Transnet’s costs. In consequence the ambit of the appeal was
considerably circumscribed. Counsel for Transnet and Turnmill were
invited to make submissions on whether there was any live issue for
determination. Whereas Transnet agreed that nothing of practical effect
remained, it was strenuously submitted on behalf of Turnmill that a
decision on its liability, jointly and severally, with IGS for profits made by
the IGS Joint Venture, would not be academic. This necessitated the
hearing of the appeal.

[6] Very briefly, the facts are as follows. Five contracts were awarded
by Transnet to IGS under its New Multi Product Project. This involved the
maintenance of a 715 kilometre multi-product pipeline for high pressure

transportation of liquid petroleum gas from Durban to Gauteng. It was in
respect of two of the five contracts that Turnmill was implicated. These
contracts were referred to as the second contract and the fourth contract,
which nomenclature will be adopted in this judgment.

[7] In summary the following orders were made by the high court in
respect of the five contracts:

Each contract was declared unlawful and set aside.
(a)
IGS, and Turnmill only in respect of the second contract, were to
serve and file with the Registrar an audited statement of the expenses
incurred, the income received and the net profit earned within sixty days of
the order;
(b)
Transnet was to file an independent audited verification of the
above;
(c)
IGS, and Turnmill only in respect of the second contract, were to
permit the auditors appointed by Transnet to have unfettered access to their
financial information for this purpose;
(d)
IGS, and Turnmill only in respect of the second contract, were to
pay Transnet the verified profit within thirty (30) days of service of the
audited verification, jointly and severally the one paying the other to be
absolved;
(e)
IGS and Turnmill were to pay the costs of the entire application,
jointly and severally the one paying the other to be absolved, which costs
included those occasioned by the appointment of two counsel.

[8] The high court found firstly, that there was a corrupt relationship
between Mr Sipho Sithole (Mr Sithole), the sole member of IGS and
Mr Sipho Linyenga Herbert Msagala (Mr Msagala) who was the chief

executive of Transnet’s specialised unit for capital projects, Transnet
Group Capital. Secondly, there was non-compliance with the prescribed
tender and procurement procedures, and applicable legislation. The high
court concluded that fraud vitiated the award of the contracts which did not
comply with the prescripts of s 217 of the Constitution.

[9] After the high court judgment, on 31 August 2021 the Special
Tribunal6 made damning findings in respect of the very same contracts that
IGS had concluded with Transnet. The Tribunal ordered a disgorgement of
the profits made by Mr Msagala and his family trust, as well as those made
by Mr Sithole and IGS. This was in addition to the R26 423 028.77 that
Mr Msagala was ordered to pay back to Transnet.7 Undoubtedly, these
findings contributed, in no small measure, to IGS’ decision to withdraw its
appeal.

[10] The relief sought against Turnmill was limited to the second and
fourth contract, and premised on the fact that Transnet had awarded these
contracts to a joint venture of which Turnmill and IGS were parties. Two
joint venture agreements were concluded between IGS and Turnmill on
27 August 2015 and 7 July 2016, for the second contract and the fourth
contract, respectively.

[11] The fourth contract was for the surcharging and demolition of
accumulator tanks at Terminal 1, Durban. It was concluded on an
emergency basis with the ‘IGS Joint Venture’ commencing on 25 January

6 Special Tribunal set up in terms of section 2(1) of the Special Investigations Unit and Tribunals Act 74
of 1996.
7 Special Investigating Unit case number GP05/2020. See also Special Investigating Unit GP03/2020
where the Tribunal made a final order forfeiting certain of Mr Msagala’s moveable and immoveable
property and interdicting the Transnet Pension Fund from paying out Mr Msagala’s pension pending the
outcome of the action before the Tribunal.

2016, although the NEC Engineering and Construction Contract was
signed by Transnet and Mr Sithole, who represented that he was the
managing director of the joint venture, on 6 June 2016. The work therefore
started six months before the second joint venture agreement between IGS
and Turnmill was signed. Turnmill denied any involvement whatsoever
with the fourth contract. It was unaware that the fourth contract had been
concluded when it signed the second joint venture agreement; it did not
perform any work nor receive any payment in respect thereof; it has no
documents pertaining to the fourth contract except those provided by
Transnet during the discovery process.

[12] Turnmill’s lack of involvement in the fourth contract was accepted
by Transnet, and the high court. No more needs to be said about the fourth
contract, save to state that even prior to the withdrawal of IGS’ appeal,
Turnmill was alive to the fact that the only live issue in respect of the fourth
contract was the question of the costs awarded by the high court, in respect
of the entire application.

[13] What remains is the second contract. This contract was for
‘tightlining’ at terminal 1 in Durban to ensure the delivery of fuel products
from Durban to Heidelberg. This entailed an interim measure to bypass the
need for the storage fuel tanks which were still under construction at the
Durban terminal. The second contact was concluded pursuant to a site visit
to Turnmill’s premises on 5 July 2015 to assess its capacity to render
services to Transnet. The contract was awarded to the joint venture on an
emergency basis commencing on 13 July 2015, although the joint venture
agreement itself was concluded more than a month later on 27 August
2015. The NEC3 Engineering Construction Contact was signed on

31 August 2015. The value of the contract was R50 485 630.20 of which
R49 325 479.29 has been paid to IGS.

[14] The high court set aside the second contract and ordered that the
profits be ascertained and verified, and then be disgorged, jointly and
severally, by IGS and Turnmill. Turnmill alleges that it did all the work on
the project and invoiced IGS for R23 004 608.67 for the services it
rendered. However, it was underpaid by R7 302 608.76 and has demanded
payment for the outstanding amount from IGS. To date it has not been paid.
Thus, according to Turnmill, it has made no profit, and has, in fact, suffered
a loss.

[15] Turnmill has at all times protested its innocence and distanced itself
from IGS’ fraudulent conduct. It argued that the two joint venture
agreements were signed only in order to regularise relationships between
itself and IGS. It insisted that Transnet was erroneously treating the
relationship between itself and IGS as a partnership. Turnmill has been
steadfast in its stance that it was a subcontractor to IGS and pointed to the
subcontracting agreement between itself and IGS commencing 13 July
2015. This, it is contended, is also evidenced by the fact that Transnet at
all times paid IGS, not the joint venture which did not have a bank account.
Furthermore, the fact that IGS submitted an invoice to Transnet before the
conclusion of the joint venture agreement is, so Turnmill contends,
dispositive of the contention that Transnet contracted with the joint venture
in respect of the second contract.

[16] There is no factual basis for these submissions. Turnmill was a
signatory to the joint venture agreement and it is common cause that the
second contract was awarded to the ‘IGS Joint Venture’. IGS did not have

a Construction Industry Development Board (CIDB) grading which was a
prerequisite for the award of the second contract. A CIDB grading is
determined by financial capability and works capability. A construction
company is allocated a ranking, ranging from level 1 which is the entry
level to the highest - level 9, based on the value and experience of its past
construction projects.8 At the time Turnmill was in the process of acquiring
its grade 8 CIDB, which was obtained in August 2015. A few days later
the joint venture agreement was signed.

[17] The reason why IGS concluded the joint venture agreement is
evident: IGS did not have the key determinants for a CIDB rating, namely
track record and capital. For this it needed Turnmill. However, on the face
of it there was no discernible advantage to Turnmill. This begs the question
why Turnmill saw fit to enter in the written joint venture agreements.
Mr Paul Pienaar, the managing director of Turnmill and the deponent to
Turnmill’s answering affidavit, stated that the joint venture agreements
were merely subcontracting agreements which in retrospect were
‘. . .clearly devised by Sithole to prevent Turnmill from competing with
IGS in contracts with Transnet . . . ’. But this cannot be so - without a CIDB
grading, IGS was unable to compete.

[18] The answer lies in the fact that without the joint venture it is unlikely
that Turnmill would have received any work from Transnet. Mr Sithole
was the one who had the connections with Transnet but lacked the expertise
to perform in terms of the contracts. Without the necessary CIDB rating
Transnet could not sign off on the project. Turnmill’s version that its
understanding of the joint venture ‘merely confirmed to Transnet that
Turnmill would be responsible for performing certain obligations for

8https://registers.cidb.org.za/PublicContractors/GradingDesignationCalc accessed on 01/04/2022.

which Turnmill required and had the requisite rating’, cannot be correct.
Transnet could never rely on the CIDB rating of a subcontractor. The joint
venture was specifically concluded in respect of the tightlining project. In
clause 3 it was specified that IGS had sourced the relevant contracts and
Turnmill was to provide the relevant expertise. This is precisely why the
joint venture was necessary to conclude the contract.

[19] In short, Turnmill had the skills and expertise to do the work whilst
Mr Sithole of IGS had the connection to Mr Masagala which guaranteed
the award of the contracts by Transnet. While it seems that Turnmill did
not unduly profit from the contracts with Transnet, its professed innocence
as to the signing of the joint venture agreement does not hold water. The
only inference to be drawn is that Turnmill was well aware of the role it
was to play. That its relationship with IGS soured at a later stage does not
detract from the fact that Turnmill was a willing participant at the time that
the joint venture agreements were signed. Irrespective of whether the joint
venture agreements amounted to a partnership or not, the fact remains that
the contracts that the joint venture concluded with Transnet were unlawful
and fell to be set aside. This, it seems, is not disputed by Turnmill.
Whatever the relationship created by the joint venture, it allowed IGS to
represent to Transnet that Turnmill and IGS were working together on the
second and fourth contracts.
[20] Notwithstanding the above, there is no evidence that Turnmill was
involved in unlawful conduct or any wrongdoing. Nor was there any
suggestion of corruption on the part of Turnmill. The high court’s order
that IGS and Turnmill jointly and severally pay any profits made in respect
of the second contract, had the potential to expose Turnmill to a substantial
claim for profits which it did not make, but which were made by IGS.
These potential adverse consequences for Turnmill were the reason why

Turnmill was insistent on proceeding with the hearing once IGS had
withdrawn its appeal. However, after IGS’s withdrawal and once the
proceedings had commenced, counsel for Transnet advised that Transnet
was prepared to abandon the joint and several order in respect of the second
contract. As a result, any concerns that Turnmill may have had that it was
being penalised for what was essentially IGS’s malfeasance, fell away.

[21] Turnmill’s cardinal objection to the order was thus no longer a live
dispute that required determination between the parties.9 Nor could it be
said that there were any remaining legal issues which would be of public
importance or would affect matters in the future.10

[22] Our courts will not hear matters where there is no live issue or decide
matters of academic interest which will have no practical effect on the
parties or the public at large.11 As a general rule our courts do not hear
appeals where the only consideration is costs. These are longstanding rules
of our common law, now buttressed by the Superior Courts Act (the Act).12

[23] Section 16(2)(a) of the Act provides that:
(i)
‘When at the hearing of an appeal the issues are of such a nature that the
decision sought will have no practical effect or result, the appeal may be
dismissed on this ground alone.

9 National Coalition for Gay and Lesbian Equality v Minister of Home Affairs [1999] ZACC 17; 2000
(2) SA 1 (CC); 2000 (1) BCLR 39 (CC); Port Elizabeth Municipality v Smit 2002 (4) SA 241 (SCA) para
7; Legal Aid South Africa v Magidiwana [2014] ZASCA 141; 2015 (2) SA 568 (SCA); [2014] 4 All SA
570 (SCA) para18-20.
10 Centre for Child Law v Governing Body of Hoerskool Fochville [2015] ZASCA 155; [2015] 4 All SA
571 (SCA); 2016 (2) SA 121 (SCA) para 9-11.
11 Park 2000 Development 11 v Mouton and Others [2021] ZASCA 140 para 22 and 23; Director-
General Department of Home Affairs and Another v Mukhamadiva [2013] ZACC 47; 2014 (3) BCLR306
(CC) para 33.
12 Section 16(2)(a) of the Superior Courts Act 10 of 2013.

(ii)
Save under exceptional circumstances, the question whether the
decision would have no practical effect or result is to be determined
without reference to any consideration of costs.

[24] The appeal was moot for all intents and purposes, as envisaged by
s 16(2)(a)(i) of the Act. For this reason alone, it falls to be dismissed.13

[25] The only issue which would have any practical effect was that of
costs. Counsel for Turnmill argued that the high court had incorrectly
awarded costs against it in that it had been substantially successful in its
opposition of both the second and fourth contract in the high court. This is
not correct. In respect of the fourth contract Transnet sought, and was
granted, the setting aside of the contract between the joint venture and
Transnet. In respect of the second contract Turnmill was not successful in
the high court.

[26] It is trite that an appeal court will rarely intervene where the court
a quo has exercised a discretion as to the costs order that it considers to be
appropriate. It can only do so if the court a quo did not act judicially; acted
on wrong principles; misdirected itself on the facts; or reached a decision
which could not reasonably have been made in light of the relevant facts
and principles.14 There is nothing to indicate that the learned judge did not

13 City of Cape Town v Khaya Projects (Pty) Ltd [2016] ZASCA 107; 2016 (5) SA 579 (SCA); [2016] 4
All SA 1 (SCA) para 5; City of Tswane Municipality and Others v Nambiti Technologies (Pty) Ltd [2015]
ZASCA 167; [2016] 1 All SA 332 (SCA); 2016 (2) SA 494 para 5; Kruger v Joint Trustees of the
Insolvent Estate of Paulos Bhekinkosi Zulu and Another [2016] ZASCA 163; [2017] 1 All SA 1 (SCA)
para 15.
14 Minister of Rural Development and Land Reform and Another v Phillips [2017] ZASCA 1; [2017] 2
All SA 33 (SCA) para 36; Dobsa Services CC v Dlamini Advisory Services (Pty) Ltd and Another;
Dlamini Advisory Services (Pty) Ltd and Another v Dobsa Services CC [2016] ZASCA 131 para 14.

exercise his discretion judicially. There is thus no justification for
interference by this Court on the question of costs.

[27] Most importantly, and as the parties were alerted at the
commencement of the hearing, appeal courts will not easily entertain an
appeal on costs alone. In terms of s 16(2)(a)(ii) a consideration of costs,
where it is the only live issue, will only be heard in exceptional
circumstances. Here there were no exceptional circumstances in the high
court which warranted an argument on costs alone in terms of
s 16(2)(a)(ii).15

[28] In this appeal Turnmill had limited success by virtue of the
concessions made by Transnet at the commencement of this hearing. But
this does not absolve it from paying the costs of the appeal. This Court in
John Walker Pools v Consolidated Aone Trade & Invest 6 (Pty) Ltd 16
cautioned that:
‘. . . As a general rule, litigants and their legal representatives are under a duty, where
an appeal or proposed appeal becomes moot during the pendency of appellate
proceedings, to contribute to the efficient use of judicial resources by making sensible
proposals so that the appellate court’s intervention is not needed. If a reasonable
proposal by one of the litigants is rejected by the other, this would play an important
part in the appropriate costs order. . .’.

[29] This was an example of a sensible and reasonable proposal being
rejected for no good reason. This Court’s intervention was unnecessary

15 See Khumalo and Another v Twin City Developers [2017] ZASCA 143, where the majority held that
there were no exceptional circumstances which justified this Court only having consideration to costs as
set out in s 16(2)(a)(ii) of the Act.
16 John Walker Pools v Consolidated Aone Trade & Invest 6 (Pty) Ltd (in liquidation) & another [2018]
ZASCA 12; 2018 (4) SA 433 (SCA) para 10.

after Transnet had agreed to abandon that portion of prayer 2.2 and 2.3
where joint and several liability was sought.

[30] In the result the following order is made:
Paragraph 2 of the order of the high court is varied to read as follows:
‘2.
The contract concluded between the Applicant and the Third
Respondent on 27 August 2015 (the second contract) is declared to
be unlawful and is set aside; and
2.1
The first and second respondents are to serve and file with the
Registrar of this Court an audited statement of the expenses incurred,
the income received and the net profit earned under the second
contract within 60 days of this order;
2.2
The applicant is to obtain and file with the Registrar of this
Court an independent audited verification of the details provided by
the first and second respondents in terms of paragraph 2.1 within 30
(thirty) days of the receipt of the information, and the first and
second respondents are to permit the auditors appointed by the
applicant to have unfettered access to the relevant financial
information for this purpose;
2.3
The first respondent is to pay to the applicant its verified profit
within thirty (30) days of service of the audit verification.
2.4
The second respondent is to pay to the  applicant its verified
profit within thirty (30) days of service of the audit verification.’

The first and second appellants are to pay the costs of this appeal
which costs are to include those occasioned by the appointment of two
counsel.

____________________
C HEATON NICHOLLS
JUDGE OF APPEAL

APPEARANCES:

For first appellant:
I Hussain SC
Instructed by:

Essack Attorneys Inc., Johannesburg

Phatshoane Henney Attorneys, Bloemfontein

For second appellant:
C van der Merwe
Instructed by:

De Souza Attorneys Inc., Sandton

Lovius Block Attorneys, Bloemfontein

For respondent:

S Vivian SC and B Morris
Instructed by:

Mncedisi Ndlovu & Sedumedi Attorneys,
Johannesburg

Poswa Incorporated, Bloemfontein

THE SUPREME COURT OF APPEAL OF SOUTH AFRICA
MEDIA SUMMARY OF JUDGMENT DELIVERED IN THE SUPREME COURT OF
APPEAL

From:
The Registrar, Supreme Court of Appeal
Date:

29 April 2022
Status:
Immediate
The following summary is for the benefit of the media in the reporting of this case and does not
form part of the judgments of the Supreme Court of Appeal
IGS Consulting Engineers & Another v Transnet Soc Limited (Case no 198/20) [2022] ZASCA 63
(29 April 2022)
Today the Supreme Court of Appeal (SCA) varied an order of the Gauteng Division of the High Court,
Johannesburg (the high court) in terms of which Turnmill (Pty) Ltd, the second appellant, was ordered
to repay to Transnet, the respondent, jointly and severally with IGS Consulting Engineers, the first
appellant, profits made from a contract which was declared unlawful and set aside by the high court.
The SCA set aside the joint and several liability portion of the high court order, with the effect that IGS
and Turnmill would each be liable to pay to Transnet the profits that they each made from the unlawful
contract.
Transnet reviewed five of its contracts, awarded to the Turnmill, on the basis of legality as the contracts
had been concluded fraudulently and contrary to s 217 of the Constitution. Turnmill was only implicated
in respect of the second and the fourth contracts because it had entered into joint venture agreements
with IGs in respect of those contracts. The high court granted an order setting aside the five contracts
and ordered a disgorgement of the profits by IGS, as well as jointly and severally with Turnmill in respect
of the second contract.
On the morning of the appeal IGS withdrew the appeal and tendered Transnet’s costs. As a result, the
SCA invited the respective counsel to make submissions on whether there was any live issue remaining
for determination. While Transnet’s counsel stated that there was no need to argue the appeal, counsel
for Turnmill argued that a decision on the liability of Turnmill, jointly and severally with IGS, for profits
made on the second contract, would not be academic and could have far reaching consequences for
Turnmill. In response, counsel for Transnet advised that Transnet was prepared to abandon the joint
and several claim in respect of the second contract. As a result, Turnmill’s objection to the high court
order was no longer a dispute that required determination. Turnmill’s lack of involvement in respect of
the fourth contract was accepted. There was therefore no live issue for determination except the
question of costs.
The SCA held that there were no exceptional circumstances which warranted an argument on costs
alone in terms of s 16(2)(a)(ii) of the Superior Courts Act. The SCA ordered the appellants to pay the
costs of the appeal including those occasioned by the employment of two counsel. The order of the
high court in respect of the disgorgement of profits of the second contract was varied to exclude joint
and several liability, taking into account the fact that Turnmill, although not entirely innocent, had not
participated in any corrupt or dishonest conduct.
~~~~ends~~~~