Court File and Parties

COURT FILE NO.: CV-12-464942

DATE: 20131004

SUPERIOR COURT OF JUSTICE – ONTARIO

RE: CSA8-Garden Village, LLC, Plaintiff

AND: David C. Dewar, Defendant

BEFORE: Carole J. Brown J.

COUNSEL: Jordan N. Potasky, for the Plaintiff

John L. Finnigan and Andrea C. McEwan, for the Defendant

HEARD: May 30, 2013

ENDORSEMENT

[1] The moving party defendant, David C. Dewar (“Mr. Dewar”), brings this motion for (1) an order pursuant to s. 106 of the Courts of Justice Act (the “CJA”) and Rule 21.01(3)(a) of the Rules of Civil Procedure (“the Rules”) staying or dismissing this action on the basis that the Ontario courts do not have jurisdiction over the subject matter of this action; and (2) an order pursuant to s. 106 of the CJA and Rules 17.06(1)(a)-(b) and 17.06(2)(a) setting aside service of the claim outside of Ontario and staying the proceeding on the basis that service outside of Ontario was not authorized by the Rules.

[2] The responding party plaintiff, CSA8-Garden Village, LLC (“CSA8”), brings a cross-motion to amend the statement of claim nunc pro tunc to add certain grounds for service ex juris pursuant to Rule 17.02.

[3] For the reasons stated below, I dismiss the defendant’s motion and grant the plaintiff’s cross-motion in part.

The Background Facts

[4] The plaintiff brings this action to enforce a judgment against Mr. Dewar rendered on September 8, 2010 in the Superior Court of Arizona in the total amount of US$3,048,278.68.

[5] The Arizona action was for the enforcement of a guarantee given by Mr. Dewar for the indebtedness of a corporate borrower engaged in the construction of a condominium project in Arizona. The lender was an Oklahoma bank carrying on business in Arizona.

[6] Judgment was obtained on consent of the defendant by way of a Stipulated Judgment.

[7] The defendant has failed to pay the outstanding judgment. The statement of claim which is the subject of this motion claims as follows:

1. The Plaintiff claims:

a. A sum in Canadian currency to purchase the sum of $3[,]048,278.68 U.S. at a bank in Ontario listed in Schedule 1 to the Bank Act (Canada) at the close of business on the first day on which the Bank quotes a Canadian dollar rate for the purchase of U.S. dollars before the day payment of the obligation is received by the Plaintiff[;]

b. Pre-judgment and Post-judgment interest at the rate of 7.25% on the amount of $2,977,910.68 or in the alternative in accordance with the provisions of [s.] 128 of [t]he Courts of Justice Act, R.S.O. 1990[,] c. C.43;

c. Its costs of this action on a substantial indemnity basis;

d. Such further and other relief as to this Honourable Court may seem just.

8. The Plaintiff discovered that the Defendant, Dewar, has assets and carries on business in Ontario on or about August 7, 2012[.]

9. The Plaintiff therefore claims the outstanding amount with interest and costs.

The Defendant's Involvement in Ontario

Ontario Corporations

[8] The evidence indicates that there are six Ontario corporations in which Mr. Dewar is involved, as follows.

[9] On June 21, 2006, 1679443 Ontario Inc. was incorporated pursuant to the Business Corporations Act (Ontario) (“the Act”). The defendant is shown as the sole director and president, secretary and treasurer of the corporation. The registered office is 130 Adelaide Street West, Suite 701, Toronto, Ontario and the address for David Dewar shown on the Corporate Profile Report is 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario.

[10] On May 18, 2010, Pur Capital Inc. was incorporated pursuant to the Act, with Mr. Dewar shown as a director, secretary and treasurer of the corporation. The address of the registered office is 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario and the address for Mr. Dewar shown on the Corporate Profile Report is 1210 Sheppard Avenue East, Suite 100, Toronto, Ontario.

[11] On October 6, 2010, Hyde Park Capital Inc. was incorporated pursuant to the Act, with Mr. Dewar shown as a director and president, secretary and treasurer of the corporation. The registered office is 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario and the address for Mr. Dewar shown on the Corporate Profile Report is the same address.

[12] On January 20, 2011, Vital Insights Inc. (“VI”) was formed by Articles of Amalgamation, with the amalgamating companies being Vital Insight Group Inc., VIG Investments Inc. and 1679439 Ontario Inc. The registered office of the corporation is 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario and Mr. Dewar is shown as one of four directors. His address is again shown on the Corporate Profile Report as 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario and he is shown as a non-resident Canadian.

[13] On June 15, 2011, Blue Pear Ventures Inc. was incorporated pursuant to the Act, with Mr. Dewar as a director and secretary and treasurer of the corporation. The registered office and Mr. Dewar's address on the Corporate Profile Report are shown as 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario.

[14] On June 15, 2011, Ideaspringers Inc. was incorporated pursuant to the Act, and on July 13, 2011, its name was changed to Blue Pear Inc. The registered office is shown as 182 Westhampton Drive, Thornhill, Ontario and the mailing address as 60 Courtney Park Drive West, Suite 3, Mississauga, Ontario.

PPSA Registrations

[15] The record before me indicates that there are three PPSA registrations against David Dewar personally and one against a corporation of which he is sole officer and director, as follows:

1. A PPSA registration on March 2, 2012, shows Mr. Dewar as debtor, CVF Casa Grande, LLC as secured party and the property secured as “accounts and other”;

2. A PPSA registration on March 2, 2012, shows Mr. Dewar as debtor, NH Profit Investments IX, LLC as secured party and the secured property as “accounts and other”;

3. A PPSA registration on July 31, 2012 shows David Dewar and Bayfield Holdings LLC as debtors, Bregal Sagemount LLP as secured party and the property secured as “accounts and other”;

4. A PPSA registration on July 27, 2012 shows 1679443 Ontario Inc. as debtor and Bregal Sagemount LLP as secured party and the property secured as “accounts and other”. As indicated above, David Dewar is the sole officer and director of the numbered company.

Trusts

[16] On October 7, 2010, the Balloch Family Trust was settled with Nancy A. Dewar of North Vancouver, B.C. as settlor and David Dewar of Tempe, Arizona, Thomas Rockliff of Toronto and Glenn Davis of Vaughn, Ontario as trustees. Glenn Davis is also one of the directors of VI. Mr. Dewar is also a beneficiary of the Trust. The Trust is an irrevocable trust with assets which include shares of Hyde Park Capital, Blue Pear Inc., Blue Pear Ventures Inc., Pur Capital Inc., VIG and VI, as well as bank accounts at RBC in the amount of $1,770,000 as at October 2012. Since August, 2012, $800,000 has been transferred from the Trust to Blue Pear Inc. and $2.5 million has been received from Hyde Park Capital Inc.

[17] Mr. Dewar is also a trustee and beneficiary of a second trust, the Crawford 1994 Family Trust which, along with the Balloch Trust, has an indirect preferred stock ownership interest and equity interest, respectively, in VI.

The Positions of the Parties

The Moving Party, Defendant's Position

[18] The defendant submits that Ontario does not have jurisdiction over this claim as there is no real and substantial connection between Ontario and either the defendant or the subject matter of the litigation against the defendant. It is Mr. Dewar's position that while he previously lived in Toronto, he moved to Arizona in 1993 and has been a resident of Arizona since that time. He submits that he has no assets in and does not carry on business in Ontario, does not maintain a residence or bank accounts in Ontario, and does not have a driver’s licence or health insurance card in Ontario.

[19] The defendant submits that the only connection that he has to Ontario is as a consequence of his role as trustee and beneficiary of the Balloch Family Trust and of the Crawford 1994 Family Trust.

[20] The defendant submits that the Trusts have interests in certain Ontario companies of which he is a director and/or officer. He submits that he is not a shareholder of any of these corporations. Further, he submits that with the exception of one corporation, Vital Insights Inc. (“VI”) none of the corporations actively carry on a business. He further submits that his only role at VI is as a passive, non-managerial director. The Trusts have an indirect preferred stock ownership interest and equity interest in VI. Mr. Dewar submits that his role as an officer and/or director of the Ontario corporations arose from his capacity as a trustee of the Trusts that ultimately owned beneficial interests in VI.

[21] The defendant submits that the governing test is set forth in Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572, aff’g 2010 ONCA 84, 98 O.R. (3d) 721, and that the test has not been met.

The Responding Party, Plaintiff's Position

[22] The plaintiff takes the position that, based on the evidence, including documentary evidence, the defendant is an officer and/or director of six Ontario corporations, there are three PPSA registrations against the defendant personally as debtor, and the defendant is a trustee and beneficiary of two trusts. One of those trusts owns shares in Ontario corporations and has a bank account in Ontario, the other has an equity interest in one of the corporations.

[23] The plaintiff submits that there are not sufficient grounds to set aside service of the statement of claim or to stay or dismiss these proceedings on the basis of a lack of jurisdiction. It argues that its claim is based on enforcement of a foreign judgment in Ontario and alleges that the defendant has assets and business interests in Ontario against which the foreign judgment may be enforced. It further takes the position that the plaintiff, as a beneficiary of the Balloch Family Trust and the Crawford Trust has an equitable interest in the assets of the Trusts and, as such, said interest is subject to execution. It relies on the Execution Act, R.S.O. 1990, c. E.24, s. 18.

[24] The plaintiff argues that the applicable test is that found in Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416, and that this test has been met.

The Issues

[25] The issues in this matter are as follows:

1. Whether this Court can lend its assistance to a foreign judgment creditor by recognizing and enforcing a foreign judgment against a non-resident judgment debtor.

2. Whether this Court should permit an amendment to the statement of claim with respect to service ex juris.

[26] The parties make contrary submissions as to the applicable test for recognition and enforcement of a foreign judgment in Ontario. The defendant states that Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572, applies and that the plaintiff must establish a real and substantial connection between the defendant and this jurisdiction. The plaintiff maintains that Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416, applies and that it must only establish that a real and substantial connection existed between the foreign court and the defendant.

The Law and Analysis

[27] There are three basic issues in conflict of laws: (1) assumption of jurisdiction; (2) recognition and enforcement of foreign judgments; and (3) choice of law.

[28] This case concerns the second issue, recognition and enforcement of foreign judgments. Recognition “is the process by which the court accepts the validity of the decision on its merits and that it has resolved the issue between the parties”. Enforcement “involves lending assistance to a party to follow through on the judgment”. Stephen G.A. Pitel & Nicholas S. Rafferty, Conflict of Laws (Toronto: Irwin Law, 2010) at p. 158.

[29] The leading case on recognition and enforcement of foreign judgments is Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416. As a result of Beals, the judgments of courts in other countries stand on essentially the same footing as the judgments of courts in other provinces or territories within Canada.

[30] An earlier Supreme Court case, Morguard Investments Ltd. v. De Savoye, 1990 29 (SCC), [1990] 3 S.C.R. 1077, had established that “the courts in one province should give full faith and credit … to the judgments given by a court in another province or a territory, so long as that court has properly, or appropriately, exercised jurisdiction in the action” (at p. 1102). Indeed, “the taking of jurisdiction by a court in one province and its recognition in another must be viewed as correlatives, … recognition in other provinces should be dependent on the fact that the court giving judgment ‘properly’ or ‘appropriately’ exercised jurisdiction” (at p. 1103).

[31] Morguard adopted the phrase “real and substantial connection” to describe how to assess whether a foreign court had properly assumed jurisdiction over a dispute (at pp. 1104-1108).

[32] Beals expanded the application of the rule in Morguard to the recognition and enforcement of judgments from countries other than Canada. See Beals at paras. 19, 24-29. See also Janet Walker, Castel & Walker’s Canadian Conflict of Laws, loose-leaf (Rel. 31-4/2012), 6th ed. (Markham, Ont.: LexisNexis, 2005) (“Canadian courts have extended the application of the Morguard principles to foreign judgments and, in so doing, have eliminated much, if not all, practical distinction between the regard shown for foreign judgments … and that shown for Canadian judgments”, vol. 1, at para. 14.1).

[33] Following Beals, the test for recognition and enforcement of foreign money judgments is as follows. First, the party seeking to enforce the foreign judgment must establish that the foreign court took jurisdiction according to Canadian conflict of laws rules, i.e. there must be a “real and substantial connection” between the subject matter of the litigation and the foreign jurisdiction. Second, the judgment must be for a fixed sum of money. Third, the judgment must be final and conclusive. Fourth, the party resisting the foreign judgment bears the burden of establishing any applicable defences, including fraud, public policy and lack of natural justice. See also Bank of Mongolia v. Taskin, 2011 ONSC 6083, [2011] O.J. No. 4572 (Div. Ct.), aff’d 2012 ONCA 220, [2012] O.J. No. 1469; Pro Swing Inc. v. Elta Golf Inc., 2006 SCC 52, [2006] 2 S.C.R. 612.

[34] In this case, based on the facts set forth above, there was a real and substantial connection to Arizona. There is no dispute that the judgment of the Arizona court was for a fixed sum of money and within its jurisdiction. No defences of fraud, breach of natural justice or public policy were raised. It is of note that the defendant consented to the stipulated judgment. The judgment was final and is not under appeal.

[35] The defendant takes an entirely different approach. His argument is that this case also engages the first basic issue in conflict of laws, namely, assumption of jurisdiction.

[36] The defendant submits that, before recognizing and enforcing a foreign judgment, the court must first determine whether it should assume jurisdiction over the defendant in accordance with the framework set out in the leading case on assumption of jurisdiction, Club Resorts Ltd. v. Van Breda, 2012 SCC 17, [2012] 1 S.C.R. 572. The party arguing that the Ontario court should assume jurisdiction would, on this view, have to meet the real and substantial connection test by “identifying a presumptive connecting factor that links the subject matter of the litigation to the forum” (at para. 100), in this case, Ontario.

[37] However, the overwhelming weight of authority supports the proposition that it is not necessary to consider the issue of assumption of jurisdiction when deciding whether to recognize and enforce a foreign judgment:

• “Having properly taken jurisdiction, the judgment of [a foreign] court must be recognized and enforced by a domestic court, provided that no defences bar its enforcement.” Beals v. Saldanha, 2003 SCC 72, [2003] 3 S.C.R. 416, at para. 79 (emphasis added).

• “The foreign judgment is evidence of a debt. All the enforcing court needs is proof that the judgment was rendered by a court of competent jurisdiction and that it is final, and proof of its amount. The enforcing court then lends its judicial assistance to the foreign litigant by allowing him or her to use its enforcement mechanisms.” Pro Swing Inc. v. Elta Golf Inc., 2006 SCC 52, [2006] 2 S.C.R. 612, at para. 11.

• “If a foreign court of competent jurisdiction adjudges a certain sum to be due from one person to another, a legal obligation to pay that sum arises and an action to enforce the judgment may be maintained in the courts of the province. The binding effect of a foreign judgment differs in no essential way from the binding effect of a domestic judgment. Once it is shown that the foreign court had jurisdiction, domestic and foreign judgments stand on the same footing in the province.” CED (Ont. 4th), vol. 10, title 30 at § 368.

[38] An argument similar to that made by the defendant was raised by the judgment debtors in BNP Paribas (Canada) v. Mécs (2002), 2002 49490 (ON SC), 60 O.R. (3d) 205 (S.C.J.). In that case, the judgment debtors moved to stay the action to enforce the foreign judgment pursuant to Rule 17.06(2)(c), on the basis that “Ontario [was] not a convenient forum for the hearing of the proceeding”. In other words, the issue raised by the judgment debtors was not whether the Ontario court should assume jurisdiction, but whether it should decline to exercise its jurisdiction in accordance with the doctrine of forum non conveniens. Neither of the judgment debtors had ever resided in Ontario and their evidence was that they had no assets in Ontario.

[39] The court held that the doctrine of forum non conveniens did not apply to proceedings to enforce a foreign judgment in Ontario:

In my view, enforcement of a Quebec judgment falls outside the scope of the forum non conveniens debate. The principles of comity demand that, absent issues such as fraud or denial of natural justice, respect should be given to the Quebec judgment and that the plaintiff should be given an opportunity to enforce in Ontario the judgment it obtained in Quebec. BNP Paribas at para. 12.

[40] Indeed, it appears that it is not even necessary for the judgment creditor to demonstrate that the judgment debtor has exigible assets in the province:

[T]he existence of assets of the judgment debtors in Ontario is irrelevant to the question of whether the court should grant recognition to the Quebec judgment. The plaintiff has the right to satisfy itself whether the defendants have or will have assets in Ontario and, if so, to seize them. If it is unsuccessful in this regard, it simply will be in the same position as other judgment creditors. BNP Paribas at para. 13.

[41] Halsbury’s states that “[s]ince the order [for enforcement] may be executed only against local assets, there is no basis for staying the proceedings on grounds that the forum is inappropriate or that the judgment debtor’s principal assets are elsewhere”. Halsbury’s Laws of Canada, “Conflict of Laws” (2011 Reissue), at para. HCF-69.

[42] One contrary view is expressed by professors Pitel and Rafferty in their text, Conflict of Laws, where they posit the following theory:

Because an action on the foreign judgment is a new legal proceeding, issues of jurisdiction … must be considered at the outset. If the defendant is resident in the country in which recognition and enforcement is sought, it will be easy to establish jurisdiction. But in many cases the defendant will not be resident there: he or she will only have assets there, which the plaintiff is going after to enforce the judgment. Typically the presence of assets in a province is an insufficient basis for taking jurisdiction over a foreign defendant. But most provinces have made specific provision to allow for service ex juris in such cases. For example, in Ontario service outside the province can be made as of right where the claim is “on a judgment of a court outside Ontario.” … [T]he plaintiff would still need to show a real and substantial connection to the province in which enforcement was sought. Under this test, the presence of assets may be insufficient to ground substantive proceedings but they should virtually always be sufficient to ground proceedings for recognition and enforcement. Stephen G.A. Pitel & Nicholas S. Rafferty, Conflict of Laws (Toronto: Irwin Law, 2010) at pp. 159-60.

[43] I decline to follow that theory for the following reasons: (1) they cite no authority for the theory that they advance (neither case law nor academic commentary); and (2) the preponderance of precedent is to the contrary, as set forth herein.

[44] In a recent decision by this Court, D.M. Brown J. considered and rejected the contention that an Ontario court lacks jurisdiction to entertain an action to recognize and enforce a foreign judgment “absent a showing that the judgment debtor defendant has some real and substantial connection with Ontario either through its presence in the jurisdiction or the presence of its assets in the jurisdiction”. Yaiguaje v. Chevron Corp., 2013 ONSC 2527, [2013] O.J. No. 1955, at para. 77. He therefore dismissed the judgment debtor’s motion to have service ex juris set aside.

[45] As regards the applicable legal test for recognition and enforcement of foreign judgments against non-resident defendants in Ontario, his conclusion was as follows:

The Ontario legislature, through Rule 17.02(m) of the Rules of Civil Procedure, authorized institution in Ontario of proceedings to recognize and enforce foreign judgments against nonresident defendants, and no jurisprudence binding on me has expressly placed a gloss on that ability to assume jurisdiction by requiring the plaintiff to demonstrate that the non-resident judgment debtor defendant otherwise has a real and substantial connection with Ontario. Yaiguaje at para. 85.

[46] D.M. Brown J. provided the following five reasons for this conclusion.

[47] First, Morguard and Beals, the leading cases dealing with recognition and enforcement, “contained no such suggestion” (at para. 78).

[48] Second, Van Breda dealt with the assumption of jurisdiction in tort claims, and there is no indication that it was intended to alter the legal framework governing recognition and enforcement (at para. 79).

[49] Third, the Van Breda decision “placed significant jurisdictional weight on the grounds enumerated in Rule 17.02” when assessing whether a court enjoyed presumptive assumed jurisdiction:

Viewed in that light, Rule 17.02(m) grants an Ontario court jurisdiction over a non-resident defendant who is the judgment debtor “on a judgment of a court outside Ontario”. To accede to the defendants' argument that Rule 17.02(m) must be read within the (un-stated) context of the Ontario court otherwise enjoying some real and substantial connection to the defendant would render the sub-rule meaningless. Of course the Ontario court will have no connection to the subject-matter of the judgment—it is a foreign judgment which by its very nature has no connection with Ontario. Nor will there be a connection, in the sense of an in personam connection, between the defendant and the Ontario court; the sub-rule specifically contemplates that a non-Ontario resident will be the defendant in the action. Which leaves only a connection between Ontario and an asset of the defendant. But, as I have stated, my reading of Morguard and Beals does not disclose the presence of assets to be a jurisdictional pre-condition to a recognition and enforcement judgment, notwithstanding the commercial reality that judgment creditors usually do not chase judgment debtors in jurisdictions where they have no assets. Yaiguaje at para. 80.

[50] Fourth, there may be legitimate reasons to seek recognition and enforcement of a foreign judgment against a non-resident judgment debtor who possesses no assets in Ontario:

To insist that the judgment creditor under a foreign judgment await the arrival of the judgment debtor's asset in the jurisdiction before seeking recognition and enforcement could well prejudice the ability of the judgment creditor to recover on its judgment. Given the wide variety of circumstances—including timing—in which a judgment debtor might come into possession of an asset, I do not think it prudent to lay down a hard and fast rule that assets of the judgment debtor must exist in the receiving jurisdiction as a pre-condition to the receiving jurisdiction entertaining a recognition and enforcement action. Yaiguaje at para. 81.

[51] Fifth, the existing Ontario statutes that deal with the recognition of foreign judgments or awards do not require that the judgment debtor be located in Ontario or possess assets in Ontario as a condition of registering a foreign judgment or arbitral award. (Those statutes are the Reciprocal Enforcement of Judgments (U.K.) Act, R.S.O. 1990, c. R.6 and the International Commercial Arbitration Act, R.S.O. 1990, c. I.9.) D.M. Brown J. held that this militated against the imposition at common law of more onerous restrictions:

In my view, in an age of global commerce, one should take care to ensure that Ontario’s common law does not end up taking a more restrictive approach to the recognition and enforcement of foreign judgments than found in its statutes concerning the recognition and enforcement of foreign arbitral awards. Yaiguaje at para. 82.

[52] I adopt his reasoning and conclusions as regards this Court's jurisdiction to recognize and enforce foreign judgments in Ontario.

[53] The Beals test has been met on the facts of this case. Whether the non-resident defendant has exigible assets in Ontario is not a condition precedent to recognition of a foreign judgment.

[54] In this case, the evidence does not conclusively establish that there are no exigible assets in Ontario. While the plaintiff will ultimately have to establish that there are exigible assets for purposes of enforcement of the judgment, that is irrelevant to whether this Court should grant recognition to the Arizona judgment.

[55] The moving party defendant's motion is therefore dismissed.

The Plaintiff’s Cross-Motion

[56] The plaintiff seeks an order amending the statement of claim by adding a paragraph 10, as follows:

10. The plaintiff will serve the Statement of Claim on some or all of the Defendants outside of Ontario, consisting of a claim against:

a) The trustee in respect of execution of a trust contained in the written instrument where the assets of the trust include real or personal property in Ontario; and

b) on the Judgment of a Court outside of Ontario.

[57] The defendant does not oppose the addition of paragraph 10(b) but opposes the addition of paragraph 10(a) on the basis that it is not legally tenable as there is no connection between the proposed amendment and the allegations contained in the statement of claim. I find the defendant’s argument persuasive in this regard.

[58] The action is for recognition and enforcement of a foreign judgment. There is no allegation contained in the statement of claim regarding the execution of a trust contained in a written instrument with real or personal property in Ontario.

[59] Accordingly, the statement of claim shall be amended as follows:

10. The plaintiff will serve the statement of claim on some or all of the Defendants outside of Ontario, consisting of a claim on the Judgment of a Court outside of Ontario.

Order

[60] I order as follows:

1. The motion of the defendant is dismissed.

2. The cross-motion of the plaintiff is allowed in part, as set forth above at paragraph 59, above.

Costs

[61] I would urge the parties to agree upon costs, failing which I would invite the parties to provide any costs submissions in writing, to be limited to three pages including the costs outline. The submissions may be forwarded to my attention through Judges’ Administration at 361 University Avenue, within thirty days of the release of this Endorsement.

Carole. J. Brown J.

Date: October 4, 2013