Date: 2022-03-09

Appeal from a Notice of Proposal to Revoke a Licence under the Cannabis Licence Act, 2018, S.O. 2018, c. 12, Sched 2, s. 11

Between:

Havok Global Limited & Gerald Irving Goldlist

Appellant

and

Registrar under the Alcohol and Gaming

Commission of Ontario Act, 2019

Respondent

DECISION AND ORDER

Adjudicator: Colin Osterberg, Member

Appearances:

For the Appellant: Justin Jakubiak, Counsel

Adam Varro, Counsel

For the Respondent: Elizabeth Maishlish, Counsel

Ashley An, Counsel

Heard by Videoconference: February 4, 9, 10 and 11, 2022

REASONS FOR DECISION AND ORDER

A. Overview

1Pursuant to an Amended Notice of Proposal dated August 10, 2021 (the “Havok NOP”), the Registrar proposed to revoke the registration of Havok Global Limited (“Havok”) as a Cannabis Retail Operator (“CRO”) under the Cannabis Licence Act, 2018, S.O. 2018, c. 12, Sched. 2 (the “Act”) and Regulations. Pursuant to a Notice of Proposal dated August 13, 2021 (the “Goldlist NOP”), the Registrar proposed to revoke the registration of Gerald Irving Goldlist (“Dr. Goldlist”) as a Cannabis Retail Manager (“CRM”) under the Act and Regulations.

2The Registrar proposes to revoke Havok’s registration on the grounds that there are reasonable grounds to believe that Havok will not carry on business in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of Dr. Goldlist and/or Michael Goldlist (“Michael”). Dr. Goldlist is the director, officer, and shareholder of Havok. Michael is Dr. Goldlist’s son and the former director, officer, and shareholder of Havok. The Registrar alleges that Michael is a “person interested” in Havok for the purposes of s. 3(5) of the Act.

3The Registrar proposes to revoke Dr. Goldlist’s registration on the grounds that there are reasonable grounds to believe that Dr. Goldlist will not, in acting as a CRM, act in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of Dr. Goldlist.

4There are two allegations with respect to Dr. Goldlist’s past conduct which the Registrar says are relevant to eligibility:

1. The Registrar alleges that, in 2018 Dr. Goldlist joined Michael in breaking into an alleged illegal cannabis dispensary and removing items from that dispensary; and

2. The Registrar alleges that Dr. Goldlist has provided continued support for Michael’s cannabis-related ventures.

5There are several allegations with respect to Michael’s past conduct which the Registrar says are relevant to Havok’s eligibility:

1. The Registrar alleges that Michael has not been truthful regarding the circumstances surrounding a criminal conviction for trafficking cannabis in 2007;

2. Michael conducted a break-in at the alleged illegal cannabis dispensary; and

3. Michael was active in the illegal cannabis industry for many years before trying to become involved in the legal sale of cannabis through Havok and otherwise.

6Dr. Goldlist denies that the break-in of 2018 was illegal and denies that he has participated in any illegal activity either with Michael or otherwise. He denies that Michael is an interested person with respect to Havok and denies that Michael’s past conduct should impact Havok’s eligibility for registration in any event.

B. ISSUES and results

7The first issue to be decided is whether there are reasonable grounds to believe that Dr. Goldlist will not act in accordance with the law, or with integrity, honesty or in the public interest, having regard to his past or present conduct. If so, then he is ineligible for registration as a CRM and Havok is ineligible for registration as a CRO. If not, then Dr. Goldlist is eligible for registration as a CRM.

8Based on the evidence presented at the hearing, I am not satisfied that there are reasonable grounds to believe that Dr. Goldlist will not act in accordance with the law, or with integrity, honesty or in the public interest, having regard to his past or present conduct. Dr. Goldlist is eligible for registration as a CRM. In addition, I find that there are not reasonable grounds to believe that Havok will not carry on business in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of Dr. Goldlist.

9The second issue to be determined is whether Michael is an interested person with respect to Havok. If not, then Michael’s past and present conduct is not relevant to Havok’s registration as a CRO.

10As discussed below, I am not satisfied that Michael is an interested person with respect to Havok. Given that finding, the Tribunal need not make findings with respect to Michael’s past conduct in relation to Havok’s eligibility for registration and Havok is eligible for registration as a CRO.

C. LAW

11Under s. 3(4)2 of the Act, an applicant is not eligible to be issued a CRO licence if there are reasonable grounds to believe that the applicant will not carry on business in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of any of the persons referred to in subsection 3(5). Those persons include:

(b) persons interested in the applicant; and

(c) if the applicant is a corporation, the directors, officers or shareholders of the applicant and persons interested in those directors, officers, or shareholders.

12Section 1(2) of the Act provides that a person is interested in another person if the first person:

(a) has, or may have in the opinion of the Registrar based on reasonable grounds, a beneficial interest of any kind, either directly or indirectly, in the other person’s business, including but not limited to a holder, directly or indirectly, of shares or other securities;

(b) exercises, or may exercise in the opinion of the Registrar based on reasonable grounds, direct or indirect control over the other person’s business; or

(c) has provided or may have provided in the opinion of the Registrar based on reasonable grounds, direct or indirect financing to the other person’s business.

13Under s. 5(4)1 of the Act, an applicant is not eligible to be issued a CRM licence if there are reasonable grounds to believe that the applicant will not, in acting as a CRM, act in accordance with the law, or with integrity, honesty or in the public interest, having regard to his past or present conduct.

14Section 11(1)(b) of the Act provides that the Registrar may propose to revoke a licence on the basis of a ground that would disentitle the holder of the issued licence if the holder was an applicant. The licence holder may then request a hearing by the Tribunal under s. 14(2). After a hearing, the Tribunal may confirm or set aside the proposal and direct the Registrar to take any action it considers appropriate to give effect to the purposes of the Act. The Tribunal may attach such terms to its order, or such conditions to the licence that is the subject of the hearing as it considers appropriate.

15The Ontario Court of Appeal has held that I must look to the statutory language to determine the applicable standard of proof. In Ontario (Alcohol and Gaming Commission of Ontario) v. 751809 Ontario Inc., 2013 ONCA 157 the Court of Appeal described the standard of proof in the following terms:

The standard of proof….is that of “reasonable grounds for belief” As applied to this case, s. 6(2)(d) of the Act required the Registrar simply to show that Mr. Barletta’s past or present conduct provides reasonable grounds for belief that he will not carry on business in accordance with law and integrity and honour. The Registrar does not have to go so far as to show that Mr. Barletta’s past or present conduct make it more likely than not that he will not carry on business as required.¹

16At the same time, the “reasonable grounds to believe” must be more than “mere suspicion and will be found to exist “where there is an objective basis for the belief which is based on compelling and credible information.”² Further, there must be a nexus between the appellant’s past conduct and his ability to conduct business under the CLA serving the interests of the public.³

D. pRELIMINARY ISSUE

17Michael was the subject of previous proceedings before the Tribunal further to the Registrar’s proposal to refuse a CRM licence to Michael. Some of the evidence presented at the hearing in that matter was tendered in the present hearing and, had I determined that Michael was an interested person in Havok, may have been relevant to the determination of whether there are reasonable grounds to believe that Havok will not carry on business in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of Michael. The evidence in question related to a police investigation of Michael which took place in 2007 and which resulted in a criminal conviction for trafficking in cannabis.

18Dr. Goldlist and Havok objected to the introduction of that evidence on the grounds of issue estoppel and abuse of process. They argued that the issue of whether there are reasonable grounds to believe that Michael will not act in accordance with the law, or with integrity, honesty or in the public interest, having regard to his past or present conduct was determined by the previous Tribunal, that the issue in the present appeal is essentially the same, and that it is improper for the Registrar to re-litigate that issue in the present appeal.

19I found that the preconditions for the operation of issue estoppel as set out in Danyluk v. Answorth Technologies Inc.⁴ are not present in this appeal. In particular, the questions to be decided in the appeals are not the same and the parties to the present appeal are not the same parties to the previous Tribunal decision.

20With respect to abuse of process, that doctrine has been applied to prevent re-litigation in circumstances where the strict requirements of issue estoppel (typically the privity/mutuality requirements) are not met but where allowing the litigation to proceed would nonetheless violate principles of judicial economy, consistency, finality, and the integrity of the administration of justice.⁵

21I found that the admission of the subject evidence would not be an abuse of process since:

a) the issues in the two appeals are different;

b) the parties are different;

c) to the extent that the issues are similar, they were decided in favour to the Registrar in the previous appeal and not in favour of the appellants who now seek to exclude the evidence;

d) there is little risk of inconsistent findings; and

e) the Registrar is not seeking to attack the result of the previous decision.

22Had I concluded that Michael was an interested person in Havok, I would have been required to consider his past and present conduct including the circumstances which are the subject of the evidence sought to be excluded. Preventing the Tribunal from reviewing that evidence, because it has already been considered by a previous Tribunal with respect to different issues involving different parties, is not the proper application of the principle of abuse of process.

23I found that the issues determined in the previous decision are not being re-litigated by the introduction of the subject evidence and its introduction would not amount to an abuse of process.

E. EVIDENCE AND ANALYSIS

1. Past Conduct of Dr. Goldlist

Dr. Goldlist

24Dr. Goldlist was an ophthalmologist for about 45 years before he retired from practice in 2016. He was a member of the College of Physicians and Surgeons during that time. Medicine is a highly regulated profession and medical professionals, including doctors, are entrusted with significant authority to act in their patients’ interests and that of the general public. This includes the authority and responsibility of handling and prescribing various medications, including cannabis. There is no evidence that Dr. Goldlist did not act in accordance with law, with honesty, integrity and in the public interest during those 45 years.

25Dr. Goldlist presented the evidence of two character-witnesses at the hearing. Dr. Martin Kurtz is a retired family physician who has known Dr. Goldlist professionally and personally for more than 40 years. He referred many patients to Dr. Goldlist and consulted him with respect to patient care many times. Dr. Kurtz says that Dr. Goldlist’s reputation as a physician is spotless. He knows Dr. Goldlist to have worked diligently for many years providing excellent care to his patients.

26As a person, Dr. Kurtz described Dr. Goldlist as honourable, trustworthy and a good businessman, although he acknowledges being a close friend with Dr. Goldlist and never having worked directly with him in practice.

27Dr. Michael Henry is an ophthalmologist and has practiced medicine in that area since 1978. He met Dr. Goldlist in 1980 and has been a colleague since then. Dr. Henry says that Dr. Goldlist has an excellent reputation as a doctor and is well respected in the medical community. He is not aware of any complaints with respect to Dr. Goldlist’s past conduct. Dr. Henry was particularly impressed with the diligence Dr. Goldlist displayed when he was winding down his practice.

28Dr. Henry says that he thinks the world of Dr. Goldlist as a person and describes him as conscientious and caring with respect to his patients and his family. He says he has no concerns with respect to Dr. Goldlist running a business or selling cannabis to the public. He described Dr. Goldlist as honest, honourable, and highly principled.

29I find Dr. Goldlist’s career as a medical doctor to be relevant to the issues in this appeal and I find the evidence of Dr. Kurtz and Dr. Henry to be persuasive evidence with respect to his character. As noted, doctors work in a highly regulated profession. They are trusted to act in their patients’ best interests and to behave in accordance with law and with honesty and integrity. They are given the responsibility to prescribe medications which are restricted by law and the duty to do so responsibly and legally.

30The evidence is that Dr. Goldlist has a 45-year history of working in a highly regulated profession and of doing so in accordance with the law, with integrity and honesty, and in the public interest. This is evidence of past conduct that strongly supports Dr. Goldlist’s assertion that he will do so in the future.

The Break-in

31The onus is on the Registrar to show that the past conduct of Dr. Goldlist is such that he and Havok are ineligible for registration. The conduct which is primarily relied on by the Registrar is with respect to Dr. Goldlist’s involvement in a break-in which occurred on May 31, 2018. The Registrar argues that the break-in was illegal and was done for improper purposes to the knowledge of Dr. Goldlist.

32Dr. Goldlist says he believed that he was helping Michael legally evict a tenant, and that the break-in was done on the advice of Michael’s lawyer and with the knowledge of the local police. In the alternative, Dr. Goldlist argues that his actions were “a blip” in an otherwise impeccable history and should not be sufficient to disqualify him from registration.

33For the reasons which follow, I find that there is insufficient evidence for me to find that the break-in was illegal/improper or that Dr. Goldlist knew or ought to have known that the break-in was illegal/improper if it was. While the circumstances can be interpreted as suspicious, I am not satisfied that Dr. Goldlist is not being truthful regarding his understanding of the event.

34The evidence is that in 2018 Michael was the part-owner of a corporation which owned a building located at 282 Eglinton Avenue West in Toronto. On May 1, 2017, that corporation leased the second floor of the building (the “Premises”) for use as a center for the marketing and supply of cannabis.

35The evidence of Dr. Goldlist is that, on May 31, 2018, Michael phoned him and said that he intended to enter the Premises in order to evict the tenant. Dr. Goldlist says that Michael told him that the tenant was operating an illegal cannabis dispensary and that his lawyer recommended that he enter the premises, remove all illegal contents, and give those contents to the police.

36Dr. Goldlist says that he was at his cottage at the time which is about an hour-and-a-half drive from the Premises. He says he drove to the Premises and met Michael. They then went to the police station where Michael told an officer at the desk that he intended to enter the Premises and remove a quantity of cannabis. Dr. Goldlist testified that the officer advised Michael to contact police once the cannabis was removed so that they could come and pick it up.

37Dr. Goldlist says that he, Michael, and a third person, went to the Premises at approximately 9:00 p.m., pried open the door, and removed several boxes of cannabis products. They also removed a DVR which held recordings of past activities inside the Premises. According to Dr. Goldlist, this took a couple of hours.

38Dr. Goldlist agreed that there were no “eviction” signs posted by Michael and the tenant continued to occupy the Premises after the break-in took place. The locks were not changed and there is no evidence that steps were taken to prevent the tenant from later occupying the premises.

39After they left the Premises, Michael called the police. Police officers arrived and were given the cannabis that they had taken. This was confirmed by police officers who gave evidence at the hearing. Michael kept the DVR. Dr. Goldlist did not know why the DVR was taken or why Michael chose to keep it. The DVR was not in evidence at the hearing.

40I do not need to determine whether this event was done for the purposes of evicting a tenant who was operating an illegal business or whether it was done for some other purpose. Moreover, Michael did not testify at the hearing, and I have insufficient evidence to determine what advice he was given by his lawyer prior to the break-in or what his motivations were. It may be that Michael’s lawyer told him to remove the illegal material and give it to the police and that Michael did so in good faith, albeit using methods which seem ill-advised.

41And, while Dr. Goldlist may not have exercised good judgement by participating with his son, I am not satisfied that Dr. Goldlist thought that this was anything other than an eviction. I accept that Dr. Goldlist believed that he was helping his son evict a tenant who was operating an illegal dispensary. Dr. Goldlist’s understanding was supported when he and Michael attended the police station before the break-in and were told the police would pick up the cannabis if they brought it to them outside. It was also supported when the police arrived and accepted delivery of the cannabis when Michael called them. No charges were laid against Michael or Dr. Goldlist. Moreover, the fact that Michael called the police and turned over the cannabis lends credibility to his representations to Dr Goldlist.

42I am not satisfied that Dr. Goldlist’s actions regarding the break-in were blameworthy or that they are grounds for believing that he will not act in accordance with law, integrity, honesty or in the public interest.

Michael’s Involvement in Havok/Dr. Goldlist’s Involvement with Michael

43In addition to the above, the Registrar presented some evidence which it argues suggests that Dr. Goldlist was operating Havok in name only and that his son, Michael, was the person who was truly the person in charge. The Registrar argues that the facts taken as a whole show that Dr. Goldlist will not act in accordance with law, integrity, honesty, and in the public interest. In my view, there was insufficient evidence presented at the hearing to conclude that this was more than speculation and suspicion.

44The Registrar presented evidence which demonstrates that Havok was first incorporated by Michael Goldlist with the intention of using it to sell cannabis accessories and eventually to sell cannabis. Havok was transferred into Dr. Goldlist’s name on December 13, 2019, the day after the Ontario government announced that it would be allowing applications for registration by the general public. The Registrar suggests that the transfer was done so that Dr. Goldlist could apply for registration, presumably because Michael’s past might be in impediment to applying for a licence himself. In other words, the intent was to conceal Michael’s involvement in the proposed licensed operation.

45In my view, this allegation makes little sense and is unsupported by the evidence at the hearing. If Michael and Dr. Goldlist were trying to conceal Michael’s involvement, they could have incorporated a new company in Goldlist’s name rather than having him take over Michael’s old one. When Havok applied for an CRO licence, it would not have listed Michael as a possible manager of the business as it did. Dr. Goldlist did nothing to conceal Michael’s prior involvement in Havok and the evidence presented does not satisfy me that Dr. Goldlist hid Michael’s involvement after the licence was granted.

46Dr. Goldlist says that although the transfer of Havok took place December 13, 2019, it had been in the planning stages throughout the fall of that year. Dr. Goldlist was injecting his own cash into the business because Michael had no money and was involved in litigation with his former business partner which was taking up most of his time. Dr. Goldlist had retired from his medical practice and had a growing interest in cannabis. He wanted to become involved in the industry, and purchasing Havok, which already had a name in the cannabis world due to its sale of cannabis-related accessories, made sense for both Dr. Goldlist and Michael. The fact that the announcement was made to allow applications for licensing simply pushed the issue forward and made it desirable to act quickly to be one of the first such businesses to open.

47The Registrar also notes that Michael continued to work with Havok up until late 2021. The evidence is that he was working part-time doing purchasing and scheduling and was helping Dr. Goldlist to learn about the industry. Michael is no longer employed at Havok and is working at another cannabis retailer full time. There was no evidence presented at the hearing which contradicts this evidence.

48The Havok NOP alleges that Dr. Goldlist has “provided continued support for Michael’s cannabis-related ventures”. The only illegal “cannabis-related venture” which Michael was previously involved in, and in respect of which evidence was presented at the hearing, took place in 2007. At that time Michael was arrested and convicted of trafficking in cannabis. There was no evidence that Dr. Goldlist had any involvement, or any knowledge, of that venture and no evidence that Michael ever became involved in criminal activities related to cannabis after that conviction. Michael has since been pardoned.

49Since 2007, the only ventures that Michael has been involved in have apparently been legal ones. He has operated cannabis accessory businesses. He has owned some real estate. And he has worked as an employee of Havok after it was sold to his father. He now works for another dispensary. The Registrar made pointed reference to a group of persons Michael was involved with in 2018 who planned to open a large number of cannabis dispensaries. However, that plan was to open legal dispensaries, not illegal ones, and the group disbanded after they were unsuccessful in obtaining licences through the application lottery that year. This seems to be evidence that Michael was acting in compliance with the law, not that he intended to act outside of it.

50Dr. Goldlist acknowledges that he has provided Michael with financial support over the years when he has needed it, but there was no evidence presented at the hearing to indicate that support was used for illicit or dishonest purposes or that it had any negative impact on the public interest. That he has assisted his son financially is, on its own, hardly supportive of a finding that Dr. Goldlist is ineligible for registration.

51The Registrar has not satisfied me that there are reasonable grounds to believe that Dr. Goldlist and Havok will not act in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of Dr. Goldlist.

2. Is Michael an Interested Person in Havok?

52The Registrar argues that Michael “is interested in” Havok according to s. 1(2) of the Act. If he is, then the Tribunal must consider Michael’s past conduct when determining whether there are reasonable grounds to believe that Havok will not carry on business in accordance with the law, or with integrity, honesty or in the public interest. For the Tribunal to find that Michael is interested in Havok, it must be proven that:

(a) there are reasonable grounds to find that Michael may have a beneficial interest in Havok:

(b) there are reasonable grounds to find that Michael may exercise control over Havok’s business; or

(c) there are reasonable grounds to find that Michael may have provided financing to Havok’s business.

Beneficial Interest

53There was no evidence presented at the hearing that shows Michael has a beneficial interest in Havok. The evidence demonstrates that Dr. Goldlist is the sole shareholder of Havok and there was no evidence that he is holding those shares for the benefit of Michael or that Michael has any claim over Havok’s assets, any right to share in Havok’s profits, or any liability for Havok’s losses.

Control over Havok’s Business

54The Registrar alleges that Michael exercises control over Havok’s business and points to a number of facts in support of this allegation: for a number of years Michael planned to sell cannabis once it became legal to do so; he had operated businesses in the past selling cannabis accessories; he incorporated Havok in 2018 for the purpose of carrying on business as a dispensary; he rented two locations, 6285 Yonge Street and 650 Sheppard Avenue West, which sold accessories and where he intended to operated dispensaries; he was part of a group which was planning to work together to open a number of dispensaries in Ontario; and he worked at Havok until near the end of 2021.

55The evidence at the hearing was that, once the opportunity to operate a legal dispensary arose, Michael sold Havok to Dr. Goldlist, Havok continued to operate the accessory business in the same premises where it was operating before the sale, and he continued to work for Havok. And some of the employees who currently work for Havok are long-time friends of Michael. The Registrar asks the Tribunal to infer that this is evidence of the control of Havok by Michael. I decline to make that inference.

56The fact that Havok is operating its business following the same, or similar, plans that Michael had, does not mean that Michael controls Havok. While Dr. Goldlist most probably takes Michael’s advice with respect to the operation of the cannabis accessory business, the evidence does not demonstrate that Michael is in control, directly or indirectly, of that business or that decisions are made or actions taken without the knowledge of Dr. Goldlist.

57According to Dr. Goldlist, Michael was working for Havok part time until December 2021 and now works for another dispensary. The evidence presented does not suggest otherwise and the evidence does not show that Michael has any ongoing involvement in Havok’s business. I accept Dr. Goldlist’s evidence that he does not.

58Esmaeil Pashazohari is the owner of one of the buildings where Havok operates its accessory business. He rents a part of the building to Havok. He testified that Michael operated Havok until the end of 2019 and that he would see Michael regularly and that he understood Michael to be Havok’s owner until then. After that, Mr. Pashazohari says that he began receiving his rent cheques from Dr. Goldlist and did not see Michael anymore. Although the lease agreement was in Michael’s name, it was executed when Michael was the owner of Havok and all parties considered that Havok was the tenant and not Michael.

59Kristine Oliver works for Havok as an assistant manager. She spends time working at both of Havok’s locations. Ms. Oliver testified that she has known Michael since 2004 and Dr. Goldlist since 2007. She says that after Dr. Goldlist purchased Havok, Michael continued to work at Havok until some time near the end of 2021. According to Ms. Oliver, Michael no longer has any involvement in Havok. Ms. Oliver described Dr. Goldlist as honorable, honest, and kind and says that he is clearly in charge of Havok and is involved in the business doing scheduling, accounting, purchasing and payroll for the company.

60I am not satisfied that there are reasonable grounds to be of the opinion that Michael exercises, or may exercise, control over Havok.

Financing Havok

61The Registrar argues that Michael invested a considerable amount of money into Havok prior to its purchase by Dr. Goldlist. As evidence of this, the Registrar points to Havok’s 2018-2020 year-end Balance Sheets which show amounts “due to shareholder” of $106,957.60 at December 31, 2018, $640,143.97 at December 31, 2019 and $901,341.54 at December 31, 2020.

62On January 22, 2020, as part of a due diligence interview in support of his CRO licence application, Dr. Goldlist stated that the $106,957.60 due to shareholder at December 31, 2018 was owing to Michael Goldlist and that the debt was still owing. According to Thomas Lee, Advisor, Governance and Board Administration with the AGCO, this information did not raise concerns as there was nothing in the due diligence investigation which showed this to be untruthful or that would raise the risk profile so that further inquiries might be needed.

63However, the AGCO became concerned when it determined that the amounts owing to Havok’s shareholders, which it assumed meant Michael, were significantly higher in 2019 and 2020. However, I do not accept the inference that these amounts were owing to Michael. The Balance Sheets indicate that those debts are “due to shareholders”. The only shareholder is Dr. Goldlist, not Michael.

64According to Dr. Goldlist, there are currently no monies payable by Havok to Michael. He says that sometime in the spring of 2020 any debts which may have once been owing to Michael were satisfied. Dr. Goldlist says that he has invested significant monies in Havok and his evidence is supported by the company’s financial statements. The Registrar alleges that the amounts shown on the Balance Sheets as “due to shareholder” are shareholder loans payable to Michael. However, on the totality of the evidence, I accept Dr. Goldlist’s evidence that they are not and that Michael is not financing Havok directly or indirectly.

65Based on the above, I am not satisfied that there are reasonable grounds for the opinions that Michael has a beneficial interested in Havok, that he exercises or may exercise control over Havok’s business; or that Michael has provided financing to Havok. I find that Michael is not an interested person with respect to Havok.

3. Past Conduct of Michael

66In light of my findings with respect to issue two, I need not make any findings with respect to this issue.

F. Conclusion

67I find that the Registrar has not proven that there are reasonable grounds to believe that Dr. Goldlist will not act in accordance with the law, or with integrity, honesty or in the public interest, having regard to his past or present conduct.

68I find that the Registrar has not proven that there are reasonable grounds to believe that Havok will not act in accordance with the law, or with integrity, honesty or in the public interest, having regard to the past or present conduct of Dr. Goldlist.

69I find that the Registrar has not proven that Michael is an interested person with respect to Havok.

70The Registrar takes the position that, since its concerns are that Dr. Goldlist and Havok will not act in accordance with law, with integrity and honesty, and in the public interest, registration with conditions would be ineffective and therefore inappropriate. Conditions should be based on the grounds for concern which are established by the evidence. Since I have found that the evidence does not establish that Dr. Goldlist or Havok will not act in accordance with the law, with integrity, honesty or in the public interest, I find that conditions on registration are not warranted.

G. ORDER

71The Tribunal orders that the Goldlist NOP to revoke Dr. Goldlist’s CRM licence and the Havok NOP to revoke Havok’s CRO licence be set aside.

Footnotes

1. 1Ontario (Alcohol and Gaming Commission of Ontario) v. 751809 Ontario Inc. (Famous Flesh Gordon’s), 2013 ONCA 157 at 18-19.
2. 2Mugesera v. Canada (Minister of Citizenship and Immigration), 2005 SCC 40 at para.114.
3. 3CS v. Registrar, Real Estate and Business Brokers Act, 2002, 2019 ONSC 1652 at para. 32
4. 42001 SCC 44
5. 5Toronto (City) v. C.U.P.E., Local 79, 2003 SCC 63