ONTARIO
SUPERIOR COURT OF JUSTICE
COURT FILE NO.: 12-CV-466694CP
DATE: June 4, 2013
BETWEEN:
EXCALIBUR SPECIAL OPPORTUNITIES LP
Plaintiff
– and –
SCHWARTZ LEVITSKY FELDMAN LLP
Defendant
Margaret L. Waddell for the Plaintiff
Tim Farrell and Matthew M.A. Stroh for the Defendant
Proceeding under the Class Proceedings Act, 1992
HEARD: May 31, 2013
PERELL, J.
REASONS FOR DECISION
A. INTRODUCTION
[1] Excalibur Special Opportunities LP is the proposed representative plaintiff in a class proceeding under the Class Proceedings Act, 1992, S.O. 1992, c. c.6 against Schwartz Levitsky Feldman LLP (“SLF”). Excalibur alleges that SLF provided audit reports for a Chinese company that were materially false or misleading. The audit reports were relied on by investors, the proposed class members, who together contributed $7,594,965 in a private placement. It is alleged that the proposed class members lost their whole investment and now hold shares and warrants that are worthless.
[2] SLF challenges Excalibur’s standing to bring the proposed class action because at the time it commenced the action it had not registered its change of name under the Limited Partnerships Act, R.S.O. 1990, c. L. 16.
[3] In this motion, pursuant to s. 28 (2) of the Limited Partnerships Act, Excalibur seeks leave to “maintain” the proposed class action. It requests an order, if necessary, granting it leave to continue the proceeding nunc pro tunc from the date of the issuance of its Statement of Claim.
[4] SLF does not oppose the making of an order under s. 28 (2) of the Limited Partnership Act. Its opposition is to the substantive nature of the order. It submits that while Excalibur may be granted leave to commence a new action (which action arguably may be statute-barred), it cannot be granted leave to continue the existing action. SLF submits that Excalibur must start afresh with a new action.
[5] SLF argues that that the Limited Partnership Act does not empower this Court to continue an action commenced in breach of the Act. A corollary of this argument is that a proceeding commenced by a non-compliant limited partnership is a nullity.
[6] SLF argues that to the extent that the Court possesses power to grant leave to continue an existing proceeding, its power is constrained by other statutes, including the Limitations Act.
[7] Further, SLF submits that if the Court is empowered to retroactively validate the commencement of an existing action by an order nunc pro tunc, which authority SLF disputes, the court should decline exercising that power in the circumstances of the immediate case.
[8] For the reasons that follow, I disagree with SLF’s arguments, and I grant Excalibur’s motion.
B. FACTUAL BACKGROUND
[9] Excalibur is a limited partnership formed under the Manitoba Partnership Act, C.C.S.M. c. P30. It has two limited partners - the general partner, Excalibur Capital Management Inc. and Excalibur Limited Partnership.
[10] On March 17, 2006, pursuant to the Limited Partnership Act, Excalibur was registered to carry on business in Ontario. It was assigned an Ontario Business Identification Number. Excalibur was registered under the Act as an extra-provincial limited partnership under its original name, Excalibur Limited Partnership II.
[11] The name of the partnership then changed to Excalibur Small-Cap Opportunities LP on or about October 25, 2007 and the appropriate change of name Declaration was filed with the Ministry in Ontario.
[12] On May 2008, Excalibur changed its name from Excalibur Small-Cap Opportunities LP to Excalibur Special Opportunities LP. Excalibur made the requisite filing in Manitoba to register its change of name in that province.
[13] In accordance with its obligations under s. 25(6.1) of the Limited Partnership Act, Excalibur prepared a revised registration for Ontario. In May 2008, Excalibur directed its Manitoba lawyer to file a declaration with the Ontario Ministry about its change of name. The lawyer, in turn, directed a Toronto law firm to complete the filing, and acting as Excalibur`s agent, the law firm submitted the form to the Ministry, but the Ministry rejected it because it was printed on letter size paper instead of legal size paper. Unfortunately, through miscommunication and error, Excalibur and its Manitoba lawyer did not know that the filing in Ontario had not been accomplished.
[14] Over four years passed, and on October 31, 2012, Excalibur commenced its proposed class action against SLF. The events underlying the proposed class action, including an alleged misrepresentation made on February 4, 2010 and Excalibur`s initial investment made on March 29, 2010, occurred during the period in which Excalibur was non-compliant with the Act.
[15] During this period, Excalibur’s financial statements reflect its name change. Its website contains accurate information about the history and status of Excalibur’s business, including use of its current name.
[16] It was not until January 19, 2013 that Excalibur learned that it was not properly registered in Ontario. It was on that day when Excalibur was informed by its proposed Class Counsel that SLF had not been able to locate an entry for “Excalibur Special Opportunities LP” in the Ontario Business Information System. Excalibur had no knowledge of any problem before this date.
[17] On January 22, 2013, Excalibur filed a new declaration with the Ministry confirming the change in its name. This filing was accepted, and the new name has been registered in the Ontario Business Information System.
[18] As of February 1, 2013, Excalibur has no unpaid fees or penalties owing under the Act, and has filed all required declarations. It is not disputed that: (a) Excalibur has corrected the only deficiency in its registration under the Act; (b) the failure to file the declaration was inadvertent; and (c) there is no evidence that the public has been deceived or misled.
C. DISCUSSION AND ANALYSIS
[19] For the reasons that follow, it is my opinion that when there is an existing action or application and leave is granted under s. 28 of the Limited Partnership Act to maintain a proceeding, then the proceeding that is being maintained is the existing proceeding and it is not necessary for the plaintiff to commence a new action.
[20] In my opinion, the existing action continues as if it had not been affected by the Act. Given this conclusion, it is not necessary to consider the parties’ arguments about whether the Court can make a nunc pro tunc order to grant leave under s.28 of the Limited Partnership Act.
[21] Section 28 of the Limited Partnership Act provides that where an extra-provincial limited partnership has not made its required filings “no member thereof is capable of maintaining a proceeding in a court in Ontario … except with leave of the court.” Section 20 is an identical provision for limited partnerships that are non-compliant with their registration obligations under the Act.
[22] To be thorough, for extra-provincial limited partnerships, s. 28 of Act states:
Ability to sue
- (1) No extra-provincial limited partnership that has unpaid fees or penalties or in respect of which a declaration or power of attorney has not been filed as required by this Act and no member thereof is capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the extra-provincial limited partnership except with leave of the court.
Idem
(2) The court shall grant leave if the court is satisfied that,
(a) the failure to pay the fees or penalties or file the declaration or power of attorney was inadvertent;
(b) there is no evidence that the public has been deceived or misled; and
(c) at the time of the application to the court, the extra-provincial limited partnership has no unpaid fees or penalties and has filed all declarations and powers of attorney required by this Act.
Contracts valid
(3) No contract is void or voidable by reason only that it was entered into by an extra-provincial limited partnership that was in contravention of this Act or the regulations at the time the contract was made.
[23] An extra-provincial limited partnership is one type of many possible business structures, including sole proprietorships, partnerships, limited partnerships, and corporations. In Ontario, all the various business structures are required to register their business names pursuant to various statutes that contain provisions similar or identical to sections 20 and 28 of Limited Partnership Act.
[24] As may be noted, all of the statutes contain a prohibition on the ability to sue and all containing saving provisions. Thus, sections 1 and 7 of the Business Names Act, R.S.O. 1990, c. B.17. state:
- In this Act, …
"person" includes an individual, sole proprietorship, partnership, limited partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and an individual in his or her capacity as trustee, executor, administrator or other legal representative; ….
Ability to sue
- (1) A person carrying on business in contravention of subsection 2 (1), (2) or (3) or subsection 4 (4) or (6) is not capable of maintaining a proceeding in a court in Ontario in connection with that business except with leave of the court.
Idem
(2) The court shall grant leave if the person seeking to maintain the proceeding satisfies the court that,
(a) the failure to register was inadvertent;
(b) there is no evidence that the public has been deceived or misled; and
(c) at the time of the application to the court, the person is not in contravention of this Act or the regulations
Contracts valid
(3) No contract is void or voidable by reason only that it was entered into by a person who was in contravention of this Act or the regulations at the time the contract was made.
[25] Thus, s. 18 of the Corporations Information Act, R.S.O. 1990, c. C.39, s. 18 states:
Ability to sue
- (1) A corporation that is in default of a requirement under this Act to file a return or notice or that has unpaid fees or penalties is not capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the corporation except with leave of the court.
Idem
(2) The court shall grant leave if the court is satisfied that,
(a) the failure to file the return or notice or pay the fees or penalties was inadvertent;
(b) there is no evidence that the public has been deceived or misled; and
(c) at the time of the application to the court, the corporation has filed all returns and notices required by this Act and has no unpaid fees or penalties.
Contracts valid
(3) No contract is void or voidable by reason only that it was entered into by a corporation that was in contravention of this Act or the regulations at the time the contract was made.
[26] As noted above, the main question in the immediate case is whether a court in granting leave to a business to maintain a proceeding can grant leave for the business to continue an existing proceeding or is the court confined to granting permission for the business to commence a new action or application.
[27] SLF concedes that the word “maintain” tends to connote a continuation of an existing proceeding, but then SLF argues - essentially on policy grounds - that the legislators intended the give the word maintain the more limited meaning of “having an action.”
[28] SLF argues that in the context of the Limited Partnerships Act if an extra-provincial limited partnership commences an action while being non-complaint, it cannot rely on its existing action as the action to be maintained. SLF submits that since the application of s. 28 concerns the capability to sue, it is constrained by the existence of statutes of limitation and if a business commences an action when non-compliant with the registration requirements of the Act, the business is not entitled to have the running of the limitation period tolled. SLF submits that the overall policy rationale for this restrictive interpretation of s. 28 of the Act is that a less than strict interpretation of the Act would permit a non-compliant limited partnerships to flaunt the Act and therefore, the limited partnership must start its court proceedings afresh.
[29] Ultimately, SLF’s argument is that if the Act is to have its intended disciplinary affect, then a strict interpretation of the Act is called for and any action brought by a non-compliant plaintiff must be a nullity or it must be nullified.
[30] SLF has one case that supports its restrictive interpretation of s. 28 of the Limited Partnership Act. This interpretation would negate an action commenced by a non-compliant business and require the business to start anew because the original originating process would be set aside. It is the British Columbia case of D-B Service (Western) Ltd. v. Madrid Services Ltd., (1975), 360 D.L.R. (3d) 299 (B.C.S.C.), where in interpreting very similar language in a British Columbia statute, Justice MacDonald set aside a writ of summons that had been issued when the plaintiff was an unregistered extra-provincial company. He stated at paragraphs 18 to 20:
… I think one must ask oneself here, what was the object to be obtained here? Surely it was to prevent extra-provincial companies from commencing litigation in British Columbia until such time as they are registered. It does not seem reasonable to me that the Legislature would have intended here that the limitation would apply only after the action had commenced. ….
Counsel for the plaintiff company has argued that in the event the Court should find that the plaintiff company could not commence an action that in that result the Court should not dismiss the plaintiff's action, but simply order a Stay of Proceedings until such time as the company could be-come registered as an extra-provincial company.
I have given due consideration to this argument, however, I feel that the wording in Section 335(1)(a) of the Companies Act, R.S.B.C. is quite clear in that it sets out that an extra-provincial company that is not registered is not capable of maintaining an action. I have found that this means that an unregistered extra-provincial company in British Columbia is not capable of commencing an action, and that being the case, I feel I have no alternative here but to allow the defendant's Motion and order that the Writ of Summons issued herein be set aside.
[31] In contrast, Excalibur has several cases that support its interpretation of s. 28 of the Limited Partnership Act. My own research confirms that the case law strongly supports a gentle interpretation of the registration statutes and not the strict construction advanced by SLF.
[32] Excalibur relies on Canadian Stock Breeders Service Ltd. v. Reimer, [1976] B.C.J. No. 31 (BCSC), affirmed 1976 1491 (BC CA), [1976] B.C.J. No. 9, (BCCA). In this case, when the plaintiff commenced its action, it was an extra-provincial corporation that had not registered under the British Columbia Companies Act, which provided that an unregistered extra-provincial company was not capable of maintaining an action and was guilty of an offence. The plaintiff only registered immediately before the commencement of the trial.
[33] Justice Wooton held that the plaintiff was not prohibited from having started and from continuing its existing action. At paragraphs 20 and 21 of his judgment, he stated:
The foregoing cases lead me to conclude that the word "maintain" as it is used in the Companies Act of this Province means that there must be some action already commenced to be maintained. I am of the opinion that the Legislature of this Province has not said no action may be commenced. That would be denying a foreign corporation access to the courts for the protection of its rights in law, whatever they might be. The denial of the right to commence proceedings could have drastic effect upon a foreign corporation. There are Statutes of Limitations and only some of the problems confronting a litigant.
The commencement of the action is not prohibited by the legislation; the maintaining of it is. When the action has been commenced in the Province, in my respectful opinion, it may be continued until someone prevents it from continuing and requires that something be done to qualify the company to maintain or continue its action.
[34] In Canadian Stock Breeders Service Ltd. v. Reimer, Justice Wooton expressly disagreed with the decision of D-B Service (Western) Ltd. v. Madrid Services Ltd., supra. Justice Wooton’s decision was affirmed by the British Columbia Court of Appeal, which expressly agreed with his decision on the matter of the interpretation of the Companies Act. Thus, D-B Service (Western) Ltd. v. Madrid Services Ltd. has been overturned in British Columbia.
[35] Excalibur relies on Komnick System Sandstone Brick Machinery Co. v. British Columbia Pressed Brick Co. (1918), 1918 516 (SCC), 56 S.C.R. 539. In this case, the Supreme Court of Canada interpreted the meaning of the words “maintain anew” in the 1917 British Columbia Companies Act Amendment Act. The Act had been enacted after the Privy Council determined that earlier corporate law legislation was ultra vires because it deprived federally incorporated corporations of their rights to contract or sue on a contract if the corporation did not comply with the provincial legislation. The new legislation permitted a corporation whose action had been dismissed as a result of the old legislation to “maintain anew such action” if the company was now in compliance with the statute. The British Columbia Court of Appeal held that “maintain anew” meant that the corporation must start new legislation. All of the judges in the Supreme Court disagreed, and the Count held that an existing action could be continued. Justice Davies stated:
On the merits, I am of the opinion that subsec.3 of sec.2 of the Companies Act should not be construed as giving the unlicensed company whose action had been dismissed on that ground simply a right to begin another action after it had become licensed but a right to maintain or continue the dismissed action at and from the stage at which it was when dismissed. I construe the words maintain anew, as used in that sub-section, as meaning continue anew.
[36] It may be noted that in Komnick System Sandstone Brick Machinery Co., the continued action would continue at and from the stage at which it was when it was stopped.
[37] Excalibur relies on Bloomsbury & Butterfield Ltd. (cob Heritage Auctioneers) v. Economical Mutual Insurance Group (cob Langdon Insurance), 2011 ONSC 4889. In this case, the plaintiff commenced an action in 2003, and in 2008, without understanding the possible consequences, the plaintiff intentionally allowed its registration under the Corporations Information Act to lapse with the result that the corporation was statutorily dissolved. The plaintiff’s action nevertheless continued and came up for trial in 2010, but the trial did not proceed because it was then discovered that the corporation had been dissolved. Next, the plaintiff corporation was revived, and it moved for an order for leave to continue the existing action. Justice Boswell granted the motion.
[38] In Bloomsbury & Butterfield Ltd. at paragraphs 9 and 10, Justice Boswell interpreted the Act as requiring leave if a plaintiff had commenced an action while non-compliant. He stated:
The effect of section 18(2) appears to be to require leave to maintain any action that has been, in effect, stayed by the operation of section 18(1). In other words, reading 18(1) and 18(2) together suggests that once an action has been stayed by operation of 18(1) it can only thereafter be continued with leave of the Court.
[39] Justice Boswell referred to a decision of Justice Farley and concluded that based on the evidence, the plaintiff did not satisfy the requirements for leave to be granted under s.18 (2) of the Act. However, he concluded that the court had a residual discretion to grant leave. At paragraph 21, he stated:
I agree with Justice Farley's observation in Toronto-Dominion Bank v. E. Goldberger Holdings Ltd., [1999] O.J. No. 5245 (S.C.J.), where he said that "section 18(1) clearly gives the court discretion and it would seem that section 18(2) by the use of "shall" does not take away the residual discretion of the court." In other words, the granting of leave is mandatory if the enumerated conditions of section 18(2) are met, but the court continues to have the discretion to grant leave in other just and appropriate circumstances.
[40] Justice Boswell’s and Justice Farley’s conclusion that there is a residual discretion to grant leave, even when the circumstances for which leave is mandatory are absent, supports the interpretation of the Act that maintaining an action means the privilege or right to continue an existing action. See also Sports Medicine & Rehabilitation Clinics v. Kotick (2008), 2008 46928 (ON SC), 53 BLR (4th) 159 at paragraph 8 (Ont. Master).
[41] I pause here to say that Justice Boswell’s interpretation presupposes that the action that is stayed by the legislation actually exists, which is to say it is not a nullity. An action obviously must exist to be stayed.
[42] Justice Boswell’s understanding of the operation of the various business-name registration statutes seems to be a common one. For example, in Canasia Sales Corp. v. Colson, 2013 ONSC 1505, at the time when the action was commenced, the plaintiff had been in default in making its required filings under the Corporations Information Act for many years. Justice Mulligan temporarily stayed the action until the plaintiff provided evidence that it has compliant with the Act. Quality Pallets & Recycling Inc. v. Canadian Pacific Railway Co., 2012 ONSC 486 (Master) is a similar ruling.
[43] In several cases, courts have stayed actions when the plaintiff is non-compliant with the business names statutes; see: World Stone & Tile Inc. v. Ezekiel, 2012 ONSC 5673; Lavin v. British Telecommunications PLC, [1995] O.J. No. 1763 (Master); 32262 B.C. Ltd. (c.o.b. Sign-O-Lite) v. Baynes Holdings Inc., [1993] O.J. No. 2889 (Gen. Div.).
[44] There are other decisions where the saving provision of the legislation or the court’s residential discretion under the Act to grant leave is exercised by the court with the result that a stay is lifted or any objection to the plaintiff’s status removed and the existing action or application continues as if had never been interrupted. See: Panther Film Services Inc. v. RKR Financing Inc., 2010 ONSC 4225, affirming 2010 ONSC 709 (Master); Sports Medicine & Rehabilitation Clinics v. Kotick (2008), 2008 46928 (ON SC), 53 BLR (4th) 159 (Ont. Master); Tempus Investments v. Foxton, [1994] O.J. No. 2210 (Gen. Div.).
[45] All this case law indicates that an action commenced while the plaintiff is non-compliant is not a nullity but may be stayed and if stayed, then the stay may be lifted by the court granting leave, in which case, the existing action moves ahead.
[46] Apart from the case law that supports a gentle interpretation of the business name statutes and putting aside the policy rationales for a strict or restrictive interpretations of what it means to be “capable of maintaining a proceeding … except with leave of the court,” my own opinion is that the literal meaning of s. 28 is that the court has the jurisdiction to grant leave to continue an existing proceeding. I say this because the work “maintaining” is in the progressive tense and this suggests an on-going activity, and because, as conceded by SLF, to maintain something connotes the idea that there is something in existence to be maintained. Maintaining something has the connotation of continuing or sustaining something not just having something.
[47] Turning to the policy arguments for a strict interpretation of the Limited Partnerships Act, the decision of Justice Valin in Bazinet v. Kinross Gold Corp., [1999] O.J. No. 638 (S.C.J.) is regarded as a leading authority about the interpretation and application of the Business Names Act, which is a parallel statute to the Limited Partnerships Act. The Bazinet case is a useful case to discuss the policy behind the name registration statutes.
[48] In this case, Justice Valin stated at paragraphs 14 to 16 of his judgment:
…. The general purpose of the Act is to ensure that businesses are registered. The limitation placed on the ability of an unregistered business to maintain a proceeding seems to be in part disciplinary. There needs to be some consequence for failing to register a partnership. However, where the failure to register is inadvertent, and no harm flows from it, the disciplinary function of the Act becomes largely irrelevant. It would be unfair to bar actions in such circumstances.
Therefore, in deciding whether to exercise its discretion in granting leave, the court should consider the disciplinary purpose of the Act. The court should not restrict its right to grant leave only to businesses that inadvertently fail to register, because to do so would be to fetter its discretion. However, it should grant leave only in exceptional situations, because to do otherwise would considerably weaken the disciplinary purpose of the Act.
When deciding whether to exercise its discretion, it may be prudent for the court to consider the wider purpose of the Act which seems to be to ensure ethical and accountable business practices by assuring that other individuals and businesses can know the people with whom they are doing business. ….
[49] In Ramey v. Winkleigh Co-operative Housing Corporation, 2010 ONSC 4676, Justice Cavarzan, applied Bazinet v. Kinross Gold Corp., supra, and in comments that I would adopt, he rejected the argument that the disciplinary purposes of the Act requires a strict application of the Act. At paragraph 91 of his judgment, Justice Cavarzan stated:
- Mr. Campbell emphasized the observation in paragraph 15 in the Bazinet case that the court should grant leave "only in exceptional circumstances, because to do otherwise could considerably weaken the disciplinary purpose of the Act". There are two answers to this submission. First, no disciplinary purpose would be served in the circumstances here by denying the right to sue to a small business which appears to have operated since 1975. Second, the trend in the cases decided subsequent to Bazinet is that absent an intention or effort to deceive, courts will let the action proceed. See Sports Medicine & Rehabilitation Clinics v. Kotick, [2008] O.J. No. 3617 at paras. 6 and 8; DC Foods (2001) Inc. v. Planway Poultry Inc. [2004] O.J. No. 3327 at paras. 21 and 22; Benjamin v. Paradise Banquet Hall & Restaurant (Concord) Ltd., [2002] O.J. No. 2757 at paras. 27 and 28; and Hurley Corp. v. Canadian IPG Corp. [2010] O.J. No. 490 at paras. 28, 29 and 34.
[50] I accept that there needs to be some consequence for failing to register, and I accept that the legislation is disciplinary, but as parents, teachers, legislators, and judges know, discipline includes incentives as well as punishments. Discipline can involve both carrots and sticks; advantages and disadvantages, awards and punishments.
[51] In my opinion, the first discipline of the business names statutes is that there is an incentive to register. The incentive is that unless the business has registered, any litigation by it will be stayed and the business will have to obtain leave from the court to lift the stay.
[52] If leave is granted, then the business will have registered and purposes of the Act will have been served. There is no necessity to impose the draconian punishment of negating an existing action.
[53] If leave, however, is denied (both under the saving provision or under the court`s residual discretion to grant leave), then there is disciplinary punishment, so to speak, for failing to register. The punishment when leave is not granted is that the business will have to register and then start afresh with a new action, which would be more exposed to limitation period defences.
[54] I disagree with SLF’s argument that the strict interpretation is necessary to enforce the policy behind the registration statutes or that the policy behind these statutes is contextually connected to the enforcement of limitation periods and a non-compliant corporation should therefore not obtain any benefit from having commenced an action during its period of non-compliance. I see no necessity to the strict enforcement and I see no reason to interpret the legislation to augment the Limitations Act.
[55] In support of its argument, SLF used the example of a business that was non-complaint for decades, commences an action, and only registers its name under the Business Names Act when its action is ready for trial. It submits that in these circumstances, surely the Act must be interpreted to require the plaintiff to start over if leave is granted to maintain the action. This argument makes no sense to me. I would have thought that in these circumstances leave to maintain the action would not be granted and thus the denial of leave (not the granting of it) would compel the plaintiff to start afresh. In these circumstances, however, if leave to maintain were granted, then the disciplinary purposes of the Act would have been served because the purpose of the Act, i.e. to have the business registered would have been accomplished.
[56] In any event, save for the overturned judgment of D-B Service (Western) Ltd. v. Madrid Services Ltd., supra, the case law does not support SLF’s interpretation of the legislation. The literal interpretation of the Act, the case law, and the policy arguments support Excalibur’s arguments that if leave is granted the existing action continues as it had never been stayed. It is not necessary for Excalibur to start afresh.
D. CONCLUSION
[57] For the above reasons, Excalibur’s motion is granted.
[58] If the parties cannot agree about the matter of costs, they may make submissions in writing beginning with Excaliburs submissions within 20 days after the release of these Reasons for Decision followed by SLFs submissions within a further 20 days.
Perell, J.
Released: June 4, 2013
COURT FILE NO.: 12-CV-466694CP
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
EXCALIBUR SPECIAL OPPORTUNITIES LP
Plaintiff
‑ and ‑
SCHWARTZ LEVITSKY FELDMAN LLP
Defendants
REASONS FOR DECISION
Perell, J.
Released: June 4, 2013