Mazin Alsadoon, 7018649 Canada Limited o/a S.E.A. Motors v. Registrar, Motor Vehicle Dealers Act, 2002, 2014 CanLII 14986

Pursuant to subsection 6(2) of the Motor Vehicle Dealers Act, 2002 (“the Act”), 7018649 Canada Limited o/a S.E.A. Motors (the “Dealer”) and Mazin Alsadoon (“Alsadoon”) and the Registrar, Motor Vehicle Dealers Act, 2002 (the “Registrar”), in accordance with section 4.1 of the Statutory Powers Procedure Act, do hereby waive the requirements of a hearing and consent to an Order of the Licence Appeal Tribunal based upon the following terms and conditions:

1. The Dealer and Alsadoon will comply with all requirements of the Motor Vehicle Dealers Act, 2002 (“MVDA”) and Ontario Regulation 333/08, the Code of Ethics in Ontario Regulation 332/08, the Ontario Motor Vehicle Industry Council (“OMVIC”) Standards of Business Practice, 2010 and OMVIC Guidelines, as may be amended from time to time. The Dealer and Alsadoon further agree to read all correspondence and bulletins from OMVIC as released.

2. The Dealer and Alsadoon will provide the Registrar with notice in writing, within five days, of any substantive changes to their business plan or information provided in obtaining their registration, pursuant to section 31 of Ontario Regulation 333/08.

3. The Dealer and Alsadoon will provide the Registrar with notice in writing, within five days, of any change in the officers or directors of the corporation, pursuant to section 24 of the MVDA. The Dealer and Alsadoon further agree to notify the Registrar of any change in partners or owner, person(s) in charge, and signing authority for the dealership. The Dealer and Alsadoon further agree not to effect such changes without first obtaining the Registrar’s prior approval, in writing.

4. The Dealer and Alsadoon acknowledge that "trade" refers to buying, selling, leasing, advertising or exchanging an interest in a motor vehicle or negotiating or inducing or attempting to induce the buying, selling, leasing or exchanging of an interest in a motor vehicle as defined in the MVDA and pursuant to section 36 through to and including section 51 of Ontario Regulation 333/08; and is not limited to the signing of contracts. The Dealer and Alsadoon further acknowledge that this includes attendance at auction on behalf of the Dealer and positions commonly referred to as Sales Manager, Finance and Insurance Manager, Branch Manager, Business Manager, General Manager or any individual who has supervisory authority over salespersons.

5. The Dealer and Alsadoon will ensure that the registration will not be used to trade in motor vehicles where the Dealer and Alsadoon know, or ought to know, that trading motor vehicles will facilitate an illegal or unethical practice.

6. The Dealer and Alsadoon will ensure that all personnel, agents, assignees or anyone acting on behalf of the Dealer are informed of the Terms and Conditions contained in this document to the extent necessary to ensure compliance with these Terms and Conditions.

7. The Dealer and Alsadoon will ensure that all personnel, agents, assignees or anyone acting on behalf of the Dealer to trade motor vehicles will be registered as a salesperson to the Dealer.

8. The Dealer and Alsadoon will not conduct business with any person acting as a motor vehicle dealer and trading in motor vehicles without first confirming that the person is registered as a motor vehicle dealer in accordance with the MVDA.

Premises

9. The Dealer and Alsadoon will operate exclusively from the location approved by the Registrar and will not invite the public to trade at a place other than the approved location, pursuant to section 28 of Ontario Regulation 333/08.

10. The Dealer and Alsadoon will maintain a sign at the Dealer's registered premise that is visible to the public, pursuant to section 30 of Ontario Regulation 333/08.

11. The Dealer and Alsadoon agree not to change the location approved by the Registrar without first obtaining the Registrar’s approval, in writing, pursuant to section 31 of Ontario Regulation 333/08. The Dealer and Alsadoon will then provide the Registrar with notice in writing, within 5 days, of any such change in the location.

12. The Dealer and Alsadoon will ensure that all advertisements placed by or on behalf of the Dealer will identify the registered name, address and phone number of the location approved by the Registrar, pursuant to section 36(2) of Ontario Regulation 333/08.

13. The Dealer and Alsadoon agree to comply with the Registrar’s policy regarding approved locations, which may be amended from time to time. Attached hereto as Schedule “A” is a copy of OMVIC’s New Requirements for General Dealer Premises, effective February 2014.

Books and Records

14. The Dealer and Alsadoon will maintain all books and records at the Dealer's registered premises in accordance with the MVDA and pursuant to section 52 through to and including section 60 of Ontario Regulation 333/08.

15. The Dealer and Alsadoon will maintain books and records, which accurately records the true nature of transactions involving the trade of a motor vehicle. The Dealer and Alsadoon will not be involved in the creation of books and records, which are false or misleading as to the true nature of a transaction involving the trade of a motor vehicle.

16. The Dealer and Alsadoon will provide free access to books and records of the Dealer to an authorized representative of the Registrar in accordance with section 15 of the MVDA.

17. The Dealer and Alsadoon will maintain a garage register in accordance with section 60(1) of the Highway Traffic Act (“HTA”) and pursuant to section 57 of Ontario Regulation 333/08.

18. The Dealer and Alsadoon will not purchase a vehicle without first ensuring that the vehicle is registered to the seller in the records of the Ontario Ministry of Transportation (“MTO”).

19. The Dealer and Alsadoon will ensure that all vehicles purchased will be registered within 6 days in accordance with section 11 of the Highway Traffic Act (“HTA”).

20. The Dealer and Alsadoon will undertake to ensure that all vehicles sold will be registered in the name of the purchaser in the records of the MTO before releasing the vehicle to the purchaser.

21. The Dealer and Alsadoon will undertake that in the event their books and records are lost, stolen or destroyed in whole or in part, the Registrar will be advised, in writing, within 5 days of the event pursuant to section 55 of Ontario Regulation 333/08; and will include all relevant documentation. The documentation will include, but is not limited to, police reports, insurance claims and affidavits. The Dealer and Alsadoon further agree to make all reasonable efforts to reconstitute the lost, stolen or damaged records.

22. The Dealer and Alsadoon will obtain a receipt prior to the removal of any records by a government or professional agency; or any other person or entity, from the registered premise. Such receipt will include the recipient's name, address, telephone number, description of records taken, the time of return and signature of recipient. The Dealer and Alsadoon undertake to provide the receipt to OMVIC when requested by the Registrar.

Disclosure

23. The Dealer and Alsadoon will ensure that all trades in motor vehicles are completed in accordance with section 30 of the MVDA and pursuant to sections 39, 40, 41, 42 and 43 of Ontario Regulation 333/08 and section 4 of Ontario Regulation 332/08, where applicable.

24. The Dealer and Alsadoon will disclose all material facts about the motor vehicles for purchase or lease to its customers. The Dealer and Alsadoon further agree that notwithstanding whether or not the Dealer and Alsadoon considers a fact to be material, the Dealer and Alsadoon will comply with the disclosure obligation. The Dealer and Alsadoon further agree to disclose all material facts on the Bill of Sale, in writing. The Dealer and Alsadoon will ensure compliance with the disclosure obligation notwithstanding whether or not the vehicle has been branded through MTO. For greater certainty, a material fact is one that if disclosed could affect the decision of a reasonable person to purchase or lease the vehicle or affect the purchase price. In the case of damaged vehicles, the Dealer and Alsadoon further agrees to disclose as much detail as possible regarding the nature and severity of the damage. The Dealer and Alsadoon undertake to research the history of all the motor vehicles under trade to ensure all material facts are disclosed.

25. The Dealer and Alsadoon agree not to represent any charges or fees on a Bill Sale as being required by law where the charges or fees are not required by law. For greater clarity, this includes charges or fees such as tax, registration fee or certification.

26. The Dealer and Alsadoon will comply with all requests made by the Registrar in relation to any failure to comply with disclosure obligations. Further, where the Registrar considers any information to be a material fact, the Dealer and Alsadoon will provide compensation to a purchaser concerning a motor vehicle under trade.

27. The Dealer and Alsadoon agree to accept full responsibility for the quality of any repairs or alterations to a motor vehicle completed by the Dealer’s personnel, agents, assignees, affiliated repair facilities or anyone acting on behalf of the Dealer.

Odometer

28. The Dealer and Alsadoon will not, directly or indirectly, permit the odometer reading on any motor vehicle for trade to be altered in any way. In case of a repair of a broken odometer, the Dealer and Alsadoon will record and maintain the reading in miles or kilometers that was on the odometer, prior to the exchange or repair pursuant to section 33 of Ontario Regulation 333/08.

Financial Responsibility

29. The Dealer and Alsadoon will comply with all federal, provincial and municipal tax obligations. The Dealer and Alsadoon will ensure all required filings are current and submitted with required payments. All taxes collected are deemed to be trust funds and will not be used for any other purpose other than remittances to the federal, provincial and municipal government.

30. The Dealer and Alsadoon agree not to receive any new private sources of financing without the prior approval of the Registrar. This does not apply where the Dealer and Alsadoon have applied on their own account and have obtained financing from a corporation registered under the Loan and Trust Corporations Act, The Bank Act or from a credit union or league to which the Credit Unions and Caisses Popularies Act, as may be amended from time to time.

31. The Dealer and Alsadoon will maintain bank accounts that are compliant with section 59 of Ontario Regulation 333/08.

32. The Dealer and Alsadoon will maintain a trust account, in respect of any deposits made in excess of $10,000.00 or any funds in relation to motor vehicles sold on consignment on the behalf of a consumer, pursuant to section 58 of Ontario Regulation 333/08. The Dealer and Alsadoon agree to provide written confirmation to the Registrar, within five days, that a trust account has been established in the Dealer’s business name at its financial/banking institution.

33. The Dealer and Alsadoon will ensure that bank account transactions relate exclusively to the operation or financing of the business. The Dealer and Alsadoon agree to notify the Registrar of any change in any business banking accounts.

34. The Dealer and Alsadoon will ensure that any consumer claim made to the Motor Vehicle Dealers Compensation Fund (the “Fund”) in relation to the Dealer, and the Fund determines entitlement to compensation of the claim pursuant to section 42 of Ontario Regulation 338/08; that the Dealer and Alsadoon will reimburse the Fund for any monies paid in relation to the claim.

Consignment Sales

35. The Dealer and Alsadoon agree that they will not take vehicles in on consignment for a period of two years from the date of this Order.

36. The Dealer and Alsadoon further agree that after the two year prohibition expires, should the Dealer wish to engage in consignment transactions, it will first obtain the Registrar’s written approval.

37. The Dealer and Alsadoon agree to comply with the Registrar’s Best Practices for Retail Consignments, which may be amended from time to time. Attached hereto as Schedule “B” is a copy of OMVIC’s Best Practices for Retail Consignments.

OMVIC Transaction Fee

38. The Dealer and Alsadoon understand that the transaction fee is payable on any sales or leases to non-dealer registrants, including sales or leases in exports, fleet transactions and consignments.

39. The Dealer and Alsadoon undertake to provide OMVIC with documentation, when requested by the Registrar, to establish that a particular transaction is exempt from the transaction fee. The Dealer and Alsadoon further understand that if the requested documentation is not provided to OMVIC, the Dealer and Alsadoon will be required to remit the transaction fee on the transaction.

Nominees

40. The Dealer and Alsadoon will not use nominees for the purpose of acquiring motor vehicles. Where the Dealer intends to purchase vehicles for the purpose of export, and where such purchase may be in contravention of an agreement with the manufacturer, the Dealer will disclose, in writing on the Dealer’s purchase agreement, that the Dealer is purchasing the motor vehicle for the purpose of export. The Dealer will further disclose to the seller the identity of the purchaser and beneficial owner of the motor vehicle.

ACKNOWLEDGMENT AND UNDERTAKING:

41. The Registrar is relying on the accuracy and completeness of all documents, statements or information provided by the Dealer and Alsadoon in support of the Dealer and Alsadoon’s registrations.

42. The documents, information or statements provided to the Registrar are true to the best of the Dealer and Alsadoon's knowledge, and belief; and full answer to all questions, inquiries and requests made by the Registrar in connection with the Dealer and Alsadoon’s application have been given.

43. The Registrar may take further administrative action, including a proposal to suspend or revoke registration, arising from any matters that have occurred or may occur related to honesty and integrity, financial responsibility or compliance with these terms and conditions.

44. The Dealer and Alsadoon have taken the time to carefully review these Terms and Conditions, and by signing and initialling, acknowledge that they understand their significance and agree to abide by them.

45. The Dealer and Alsadoon hereby consent to an Order of the Licence Appeal Tribunal, which shall include the Terms and Conditions set out herein.

46. Independent legal advice has been obtained or the Dealer and Alsadoon have had the opportunity to obtain independent legal advice respecting consent to the Terms and Conditions contained in this document.

Signed in the City of ____________________ this day of _________________ 20_.

Mazin Alsadoon (signature)

7018649 Canada Limited o/a S.E.A. Motors

Name of authorized Representative (please print)

(signature) I have authority to bind the dealership.

7018649 Canada Limited o/a S.E.A. Motors

These Terms and Conditions are accepted by the Registrar, Motor Vehicle Dealers Act, 2002.

Date:

Carl Compton Registrar