ALTERNATIVE DISPUTE RESOLUTION
Dfn: the term ADR denotes a wide range of dispute resolution processes and techniques that act as
means for disagreeing parties to come to an agreement short of litigation. We shall deal with three
main types of alternative dispute resolution methods which are negotiation, mediation and arbitration.
The other two, conciliation and facilitation seem to be derivatives of mediation.
Negotiation.
It is back and forth communication designed to reach an agreement when parties have some interests
that are shared and others opposed.
Soft negotiation-avoids personal conflict and requires the parties to make concessions to reach an
amicable solution.
Hard negotiation-usually adopted by lawyers. It is a conflict of wills. Both parties are unyielding and aim
at winning at all costs. It is usually inflexible, is protracted, costly and may ruin relationships.
Principled negotiation- a combination of the two methods above. It separates the people from the
problem and attacks the problem. It focusses on mutual interests of the parties and where the interests
conflict some fair standard independent of the will of the parties is adopted to decide the conflict. This
could include market value, expert opinion and trade custom.
Mediation.
It is the amicable settlement of disputes with assistance of a neutral third party. The recommendations
of the mediator can only be binding if the parties agree to them. It is distinguished from negotiation by
the involvement of the mediator and from arbitration in which the dispute is settled by the terms
imposed by the arbitrator. For it to be effective the mediation process should be: (i) confidential, and
can only work if everyone is prepared to work towards a resolution; (ii) inclusive where everyone
involved in the dispute comes together for a face-to-face meeting; (iii) led by the mediator who runs the
process and helps in identifying the issues and possible options; (iv) embracing, where the people in
dispute work out a solution with the help of the mediator; and (v) owned by the parties to the dispute,
where the mediator does not impose a decision but enables the parties to come up with a decision.
This form of dispute resolution mechanism can be used in conflicts involving business, social and family
disputes and even labour related matters.
Conciliation.
It refers to the form of mediation with the difference that the third party (conciliator) takes a more
directive approach during the mediation and may make a recommendation in regard to the outcome. A
mediator is restricted to guiding and assisting the disputants in their negotiations. However a conciliator
may go further and advise the disputants during their negotiations in the hope that the advice will lead
to a settlement. The conciliator usually has some experience on the subject of the dispute and can
advise the parties what their rights and obligations are. Conciliator may give a non binding
recommendation. Some of the key elements of conciliation include the following: (i) conciliation can
only work if both parties are prepared to work towards a resolution; (ii) It should be confidential; (iii) the
conciliator may advise on how the conciliation process should take place; (iv) a conciliator can advise on
what people's legal rights and responsibilities are and what a reasonable outcome might be; (v) a
conciliator may act as a ‘go-between’ by talking to each person separately and relaying offers or
proposals between them; (vi) ultimately the outcome is up to the individuals involved i.e. the conciliator
does not impose a decision.
This form of dispute resolution can be used for disputes where issues of rights and responsibilities
should be protected e.g. labour matters; consumer disputes etc.
Facilitation.
Facilitation is like mediation, but is used for groups that are in conflict. A neutral person (the facilitator)
helps the people involved negotiate with one another and come to some agreement. With facilitation:
(i) everyone involved comes to one, or several meetings, run by the facilitator; (ii) the facilitator helps to
identify problems to be solved and tasks to be accomplished; (iii) facilitators don't impose a decision;
and (iv) the people at the meeting make a group decision on actions and outcomes.
This form of dispute resolution can be used to avoid a dispute by providing a forum for different points
of view to be discussed. It can be used for complex planning and environmental matters. It can also be
used where people are having difficulty working together, e.g. in: Clubs; Body Corporate; Workplace &
Community Organisations
Arbitration.
It is analogous to litigation. Arbitration is presided over by an arbitrator and the parties present their
respective cases to the arbitrator who decides in favour of one party. The procedure is more informal
than that of a trial. It is particularly important in the business world where parties may have to continue
dealing with each other and the combativeness of a trial may destroy a good relationship.
The parties should have written an agreement for settling their dispute through arbitration
- It is private
- Parties may choose their arbitrator
- Technical issues are dealt with by arbitrators with a technical knowhow
They are common in international agreements as they avoid the need to decide which court has
jurisdiction
Arbitration does not deal with criminal matters, matrimonial causes, minors.
Appropriate dispute resolution
Through the process of litigation, the courts play an important role in dispute resolution. By its very
nature litigation is formal, prone to delay, extremely costly and concentrates on rights rather than
personal interests of the litigants. It however has the advantage of establishing legal certainty on the
basis of rights by means of a binding decision that is enforced through sanction of the state. This system
only uses one process for all civil disputes. On the other hand ADR offers a variety of processes to meet
the particular needs of a dispute. It therefore offers the appropriate dispute resolution process.
ADR advantages
- Translates a legal dispute into a frame of reference that expresses the personal needs of the
disputants. Disputants own the process of dispute resolution. They select the appropriate
process, define the issues, establish standards for its resolution and take responsibility for the
outcome
- There is privacy
- Avoids aggressive bargaining because they mainly address interests of the disputants
- They achieve mutually beneficial settlements based on the agreement of the disputants e.g.
especially mediation, facilitation, negotiation. The objective is to reach agreements of integrity
that the parties will uphold because the agreements serve their various interests. This should
lead to a higher level of voluntary compliance than is the case with court orders
*in the case of arbitration the award is founded on the disputants’ agreement to be bound
thereby. (pacta sunt servanda)
- Litigation focusses on past wrongs and is based on attribution of blame. In contrast ADR
concentrate on solving problems directed at future relationship of the parties. ADR is thus
suitable where disputants will be in a continuing or long term relationship.
- Cost saving- saves the court’s time and reduction in administration benefiting the State
ADR weaknesses
- Does not guarantee procedural rights of litigants. Disputants may place themselves beyond the
protection afforded to litigants
*court proceedings are on record. On the basis of the same record, a litigant may later turn to
court for further relief without having to prove again the issues already on record
- A decision of the court is binding and is enforced through the state by means of execution
procedures. In contrast ADR processes (excluding arbitration) are only contractually binding.
- When litigation is used access to court and court time are free. With ADR, the third party is paid
and other related expences must be covered. ADR processes do not guarantee a final and
binding resolution of a dispute. If a settlement is not reached, the costs of an informal process
will have to be added to the eventual costs of litigation.
Advocates of a more frequent use of ADR point out that both litigation and arbitration are
backward looking and have as their principal function to allocate the responsibility and the cost
for something that went wrong in the past. ADR techniques in general are said to be forward
looking and to have as their principal goal the resolution of the dispute in such a way that the
parties can continue their relationship in harmony. While this difference is largely true, ADR
often serves as well as a means of allocating the cost of what went wrong in the past. Critics of
ADR point out that when the procedures do not lead to a solution that is satisfactory to the
parties, they still have to resort to litigation or arbitration and the ADR procedures will have
only increased costs and delay in the final resolution of the dispute
Sources of arbitration in Zimbabwe
1. Arbitration Act [C.A.P. 7:15]
2. Arbitration (International Investments Disputes) Act [C.A.P. 7:03]
3. Labour Act [C.A.P. 28:01]
THE ARBITRATION ACT
The Act is the primary law regulating arbitration proceedings in Zimbabwe. This is a modification of the
scope of the United Nations Commission on International Trade Law (UNCITRAL) Model Law on
International Commercial Arbitration that the Act domesticates. The UNCITRAL Model Law is in essence
intended to implement the Convention on the Recognition and Enforcement of Foreign Arbitral Awards
(i.e. the New York Convention) of 1958. See preamble of the Act
S4 outlines the matters which may be arbitrated
Requirements for arbitration
(a). arbitration agreement- article 7(1) defines an arbitration agreement. It is a requirement that the
agreement be in writing-Art 7(2). See Capital Alliance v Renaissance bank HH108/06
(b). existence of a dispute- See PTA Bank v Elanne (Pvt) Ltd & Ors 2000 (1) ZLR 156 (HC) where the court
stated that arbitration is a process for resolving a dispute between the parties regarding their existing
rights. The requirement of a dispute is used to distinguish arbitration from certain other contractual
provisions for referring matters to a third party… Apart from being an essential characteristic of
arbitration, the existence of a dispute is necessary to render an arbitration agreement enforceable and
to establish the arbitrator’s jurisdiction. In the case of Cargill Zimbabwe v Culvenham Trading (Pvt)
Limited HH-42-2006, Makarau J (as she then was) emphasised the significance of the existence of a
dispute for an arbitration agreement to be enforceable. The learned Judge opined that for a court (High
Court) to stay its proceedings and refer a matter to arbitration there must be a dispute between the
parties that is apparent ex facie the pleadings. She went on to state that: ‘…where there is no dispute
arising in connection with the [arbitration] agreement between the parties, there can be no basis for
submitting the matter to arbitration’.
(c). arbitration Agreement and substantive claim before the court- Art 8. Article 8 (1) of the Act provides
that a court, before which proceedings are brought in a matter which is the subject of an arbitration
agreement shall, if a party so requests not later than when submitting his first statement on the
substance of the dispute, stay those proceedings and refer the parties to arbitration unless it finds that
the agreement is null and void, inoperative or incapable of being performed. Article 8 (2) goes on to
state that: ‘Where [these] proceedings have been brought, arbitral proceedings may nevertheless be
commenced or continued, and an award may be made, while the issue is pending before the court.
The importance of safeguarding the jurisdiction of an arbitral tribunal, where an arbitration agreement
exists, was clearly articulated by Smith J in the case of Bitumat Ltd v Multicom Ltd 2000 (1) ZLR 637 (H),
at 639-40. He noted that:
In my opinion, where parties have entered into an agreement which contains an arbitration clause that
is clearly intended to be widely cast, the court should not be astute in trying to reduce the ambit of the
arbitration clause. Where an arbitration clause exists in any such agreement, the court is required to
give effect thereto — see Article 8(1) of the UNCITRAL Model Law which was adopted as part of our law
by the Arbitration Act 6 of 1996 and Zimbabwe Broadcasting Corporation v Flame Lily Broadcasting (Pvt)
Ltd t/a Joy TV 1999 (2) ZLR 448 (H). It may well be that at some stage after a dispute has arisen, because
of changed circumstances; the parties concerned agree that the matter should be determined by a court
of law, rather than by arbitration in terms of the agreement in question. In these circumstances, the
decision of the parties to abandon the arbitration clause in their agreement must be specific and clearly
evidenced. It cannot be implied by the conduct of, or correspondence between the parties — it must be
explicit. After all, if the arbitration clause is contained in a written agreement, then the decision to
change the agreement must either be in writing or else so clearly evidenced by the conduct of the
parties that there is no room for doubt.
Having said this, there are instances where the law permits the courts to assume jurisdiction of a dispute
even where there is an arbitration agreement. Article 8 (1) however limits these instances only to
situations where the arbitration agreement is either: null and void, inoperative or incapable of being
performed. The case of Katherine Thornton v Sihle McKenzie HC 5208/05 aptly demonstrates these
instances. Bhunu J, in deciding the matter noted that:
My reading of Article 35 of the new Act is that an arbitral award upon registration is simply enforced as
an arbitral award without first being converted into a court order. Such an award not being a court order
is incapable of enforcement by the registrar because he is specifically prohibited from doing so by
section 8(1) of the Deeds Registry Act [Chapter 20:05]. The net result is that if the applicant were to take
the arbitration route as provided for under class 23 of the written agreement he will end up with an
unenforceable arbitral award which in itself will be a brutum fulmen. That is to say a harmless
thunderbolt. The award will obviously be incapable of achieving its purpose. Generally speaking the
courts and society at large are averse to someone suffering harm without a legal remedy. For that
reason I take the view that although the parties expressly agreed that any dispute arising from their
contract be finally determined by arbitration, they were not by so doing ousting the inherent unlimited
jurisdiction of the High Court.
ARBITRATION PROCEDURE
1. commenced through notification by either party to the other. Art 21
2. establishment of the tribunal- parties are free to determine the number of members. If they fail to
agree, the number should be three. Parties are expected to agree on procedure for appointing
arbitrators.
- grounds for challenging appointment of arbitrator- Art 12 &13. Justifiable doubts as to impartiality or
independence of the arbitrator
See Ebi Zimbabwe v Old Mutual Unit Trust & Anr HC55/09
3. Jurisdiction of tribunal- Art 16. The tribunal may rule on its own jurisdiction. Any arbitration clause
which forms part of a contract shall be treated as an agreement independent of the other terms of the
contract.
4. Conduct of the proceedings.
- Choice of law Art 28- the tribunal shall decide the dispute with such rules of law as chosen by
the parties as applicable to the substance of the dispute. The tribunal shall decide according to
right and good or based on equity not law if the parties have expressly authorised it to do so.
Failing designation by the parties, tribunal shall apply law determined by the conflict of laws
rules which it considers applicable
- Principle of natural justice- see 34(5)(b)
- Evidence- See Art 19(2)&(3)
- Pleadings- see Art 23. Parties are expected to submit their statements of claim and defence.
Default of a party- art 25
- Termination of proceedings- art 32- by a final arbitral award or by an order of the tribunal
terminating the proceedings
Correction and interpretation of award, additional award- Art 33
Recourse against award- Art 34
Recognition and Enforcement Art 35 see mandikonza v cutnal hh189-04
Grounds for refusing recognition or enforcement- Art 36 see burdock inv v militala & anr sc43-06
See also ropa v reosmart sc38-06
ARBITRATION (INTERNATIONAL INVESTIMENT DISPUTE) ACT.
2. Arbitration (International Investment Disputes)
2.1 Application of the Arbitration (International Investment Disputes) Act
The Act provides for the implementation in Zimbabwe of the Convention on the Settlement of
Investment Disputes between States and Nationals of Other States (the Convention), which was ratified
by Zimbabwe in 1994. It applies only to the investment disputes between Zimbabwe and investors of
other countries who have made investments in Zimbabwe.
The Act recognizes the International Centre for the Settlement of Investment Disputes (ICSID) currently
based in Washington as the arbitral tribunal for such investment disputes. In this sense the arbitration
proceedings are delocalized or denationalized. They are governed exclusively by the international law
provisions of the ICSID Convention and exempt from the application of the arbitration laws and the
control of the courts of Contracting States. However, the Act contains important provisions that allow
ICSID awards to be registered and enforced in Zimbabwe.
2.2 The International Centre for the Settlement of Investment Disputes (ICSID)
The ICSID was established by the Convention on the Settlement of Investment Disputes between States
and Nationals of Other States. The Convention was formulated by the Executive Directors of the World
Bank, and it entered into force in 1966 after it was ratified by 20 Member States. According to the
Convention, the ICSID provides facilities for conciliation and arbitration of investment disputes between
Contracting States and nationals of other Contracting States. The provisions of the Convention are
complemented by Regulations and Rules adopted by the Administrative Council of the ICSID pursuant to
Article 6(1)(a)–(c) of the Convention (the ICSID Regulations and Rules). The ICSID Regulations and Rules
comprise, inter alia, Rules of Procedure for the Institution of Conciliation and Arbitration Proceedings
(Institution Rules); Rules of Procedure for Conciliation Proceedings (Conciliation Rules); and Rules of
Procedure for Arbitration Proceedings (Arbitration Rules). The latest amendments of the ICSID
Regulations and Rules adopted by the Administrative Council of the Centre came into effect on April 10,
2006.
a) Constitution of the Panel of Arbitrators
The Panel of Arbitrators consist of qualified persons who are willing to serve on it. The Convention
allows each Contracting State to designate four people to the panel. However, the chairperson of the
panel can designate ten people. The persons designated should be of high moral character and
recognized competence in the fields of law, commerce, industry or finance and can be relied upon to
exercise independent judgment. In designating the persons to serve on the panel, regard is given to the
need to reflect representation of the principal legal systems of the world and of the main forms of
economic activity.
Panel members are expected to serve for renewable periods of six years. In case of death or resignation
of a member of a Panel, the authority which designated the member has the right to designate another
person to serve for the remainder of that member’s term.
b) Jurisdiction of the ICSID
The jurisdiction of the Centre extends to any legal dispute arising directly out of an investment, between
a Contracting State (in this case, Zimbabwe) and a national of another Contracting State, which the
parties to the dispute consent in writing to submit to the Centre. When the parties have given their
consent, no party may withdraw its consent unilaterally. In essence, its jurisdiction is established
through an arbitration agreement. However, a Contracting State can, at the time of ratification or
accession of the Convention or even after, notify the ICSID of specific classes of disputes that it does not
wish to submit to the jurisdiction of the ICSID.
The 2009 ICSID case of Bernardus Henricus Funnekotter & Others v Republic of Zimbabwe ICSID Case No.
Arb/05/6, amongst other things, illustrates the importance of an arbitration agreement in reflecting the
consent of the parties to have disputes resolved through the ICSID arbitration process. In deciding on its
jurisdiction over the matter, the ICSID arbitration tribunal noted that:
They [the Claimants] invoke the Tribunal’s jurisdiction over these claims under the terms of the
Article 9(1) of the [Bilateral Investment Treaty] BIT and Article 25 of the ICSID Convention. Article 9(1)
states that ‘[a]ny legal dispute between a Contracting Party and a national of the other Contracting Party
arising directly out of an investment of that national in the territory of the former Contracting Party . . .
[if not] settled within six months of the date when it is raised by one of the parties to the dispute, . . .
shall, at the request of the national concerned, be submitted for settlement by conciliation or
arbitration.’ Article 25 of the ICSID Convention extends ICSID jurisdiction to ‘any legal dispute arising
directly out of an investment, a Contracting State …and a national of another Contracting State’.
After considering arguments from both parties, the tribunal went on to state that:
It is the Tribunal’s judgment that jurisdiction under the BIT and ICSID Convention has been
established: all three requisites for jurisdiction have been met. First, the Claimants have established that
they are Dutch nationals and, thus, are within the provisions of both the BIT and ICSID Convention as
nationals of a Contracting Party (BIT) or Contracting State (ICSID)… Second, the subject matter of the
dispute before this Tribunal clearly arises directly out of an investment by the Claimants in the territory
of the Respondent… Finally, the Claimants have brought claims within the appropriate time frame.
Because the State (Republic of Zimbabwe) involves many constituent components (e.g. government
departments, parastatals, agencies etc.); the consent that is envisaged by the arbitration agreement
should ordinarily be officially approved by the State.
c) The Arbitration Process and Powers of the ICSID
Arbitration under the ICSID commences when either the Contracting Party (i.e. Republic of Zimbabwe)
or any national of a Contracting State sends a request for arbitration to the Secretary-General (SG) of
the ICSID. After receiving the request, the SG is obligated to send a copy of the request to the other
party. The request should contain information concerning the issues in dispute, the identity of the
parties and their consent to arbitration (i.e. the arbitration agreement) in accordance with the rules of
procedure for the institution of conciliation and arbitration proceedings. The SG is thereafter required to
register the request unless he finds, on the basis of the information contained in the request that the
dispute is manifestly outside the jurisdiction of the Centre.
The ICSID Arbitral Tribunal determines its own competence, including objections by parties to the
dispute regarding its jurisdiction over the dispute. With regards to the choice of law to be applied, the
tribunal applies the choice and rules of law agreed to by the parties. However, if the parties do not
agree, the tribunal will apply the law of the Contracting State (i.e. the Laws of Zimbabwe).
The tribunal is bestowed with the power to call witnesses to give evidence. It is also empowered with
the authority to conduct inquiries in a dispute. The inquiries may involve visits to the scene connected
with the dispute. With regards to the proceedings, the party that instated the proceedings is expected
to submit its claim, and the other party is expected to submit its response. However, if a party fails to
appear or to present its case, such failure is not considered to be an admission of the other party’s
assertions. Rather, the tribunal provides adequate time to the party concerned through notifying a grace
period through which it can present its case. However, if the tribunal is satisfied that the party does not
intend to appear, it may decide based on the evidence available and render an award.
An award is made in writing and signed by members of the tribunal who voted for it. It answers all
questions submitted to the tribunal and outlines the reasons for the decision. The Convention allows any
member of the tribunal to attach his/her individual opinion (majority or dissenting). The award is only
published with the consent of the parties. After the award is made, the SG is required to send certified
copies of the award to the parties.
2.3 Recognition and Enforcement of ICSID Awards in Zimbabwe
In order for ICSID arbitral awards to be recognized and enforceable in Zimbabwe, Section 4 of the Act
requires the award to be registered with the High Court. The registration process entails submission of
an application together with a copy of the award concerned that is certified by the SG of the ICSID. An
award that is duly registered with the High Court has the same effect as if it was a judgment of the High
Court, for purposes of execution. Section 5 of the Act allows for the registered award to be subjected to
proceedings, and for the sum for which it is registered to bear interest. It also allows the High Court to
have the same control over the execution of the registered award as if it was a judgment of the High
Court.
These provisions clearly provide for ICSID arbitral awards to be recognized and enforced in Zimbabwe,
akin to the arbitral awards issued under the Arbitration Act and Labour Act. However, section 10 (1) and
(2) of the Act appears to establish some exceptions for enforcement of the awards with regards to
enforcement against the State. It states that:
(1) This Act shall bind the State but not so as to make an award enforceable in a manner in
which a judgment is otherwise not enforceable against the State.
(2) For the avoidance of doubt, nothing contained in this Act or in the Convention shall be
construed as derogating from the law in force in Zimbabwe relating to the immunity of the State or of
any foreign State from execution.
The section establishes safeguards against sovereign liability based on the laws of ‘immunity of State’
from execution in Zimbabwe or other Contracting countries that may be seized with a request to
execute a registered ICSID award. See the ICSID cases of: Benvenuti & Bonfant v Republic of the Congo
1981 Tribunal de Grande Instance, Paris; ICSID Rep.368 (1993); Liberian Eastern Timber Corporation v
Liberia 1986 Southern District Court of New York, 650 F Supp. 73; ICSID Rep 385 (1994)
Case Law: Bernardus Henricus Funnekotter & Others v Republic of Zimbabwe ICSID
Case No. Arb/05/6
Border Timbers, Border Timbers International, and Hangani Development
v Republic of Zimbabwe (ICSID Case No. ARB/10/25)
Benvenuti & Bonfant v Republic of the Congo 1981 Tribunal de Grande
Instance, Paris; ICSID Rep.368 (1993)
Liberian Eastern Timber Corporation v Liberia 1986 Southern District Court
of New York, 650 F Supp. 73; ICSID Rep 385 (1994)
POST-AWARD REMEDIES AND PROCEDURES IN ICSID DISPUTE SETTLEMENT.
Under Art. 53 of the ICSID Convention, an award is final and binding and not subject to any remedy
except those provided for in the Convention. In particular, an award is not subject to any review by
domestic courts. But the Convention itself provides for a number of remedies and procedures that are
administered by the original tribunal, by a new tribunal or by an ad hoc committee. All these remedies
and procedures are regulated in detail by the Convention and the Arbitration Rules and are
administered by ICSID.
Of these post-award remedies and procedures, some are relatively uncontroversial and deal with
routine situations. Thus supplementation and correction deal with minor technical and clerical mistakes
in the award. Interpretation clarifies the meaning of the award if the parties disagree on its construction.
Revision takes account of new facts that were unknown when the award was rendered.
Annulment is a remedy that is much more dramatic. It is a limited exception to the principle of finality.
Awards are not subject to substantive review and an allegation of a mere error of fact or of law will be of
no avail. Annulment provides limited emergency relief for situations in which the basic legitimacy of the
arbitration process is called into question. It is available only on the basis of a few specific grounds listed
in the Convention. A successful plea of nullity leads to a decision that declares the award void in whole
or in part. The parties may then resubmit their dispute to a new tribunal.
The ICSID Convention provides for several possible remedies after an award has been rendered. These
are supplementation and rectification (Art. 49(2)), interpretation (Art. 50), revision (Art. 51) and
annulment (Art. 52). Of these, annulment has turned out to be by far the most important. An ICSID
award is not subject to any other appeal or remedy (Art. 53(1)). In particular, there is no resort to
domestic courts against an ICSID award.
Art. 49(2) provides a remedy for omissions and errors in the award. Supplementation and rectification
can only be made by the tribunal that rendered the award.
Art. 50 deals with disputes between parties to arbitration proceedings relating to the interpretation of
the award. The interpretation will be given, if possible, by the tribunal that rendered the award. If this is
not possible, a new tribunal will be constituted for this purpose.
Art. 51 deals with revision, that is a substantive alteration of the original award on the basis of newly
discovered facts that were unknown when the award was rendered. Any revision shall be made, if
possible, by the same tribunal that rendered the award. If this is not possible, a new tribunal will be
constituted for this purpose.
Art. 52 foresees the annulment of an award under certain narrowly defined circumstances. Annulment
proceedings always take place before a separate ad hoc committee.
Interpretation is not subject to a time limit. But supplementation and rectification, revision and
annulment are subject to tight time limits. These time limits differ considerably.
All post-award remedies require a specific request by a party. There is no ex officio remedy.
