COURT FILE NO.: CV-11-417827 DATE: 2013-12-23

ONTARIO SUPERIOR COURT OF JUSTICE

B E T W E E N :

CANACCORD GENUITY CORP., Plaintiff

– and –

GARY LORNE BECK, Defendant

Counsel: Clarke Tedesco, for the Plaintiff Gary Lorne Beck, in person

HEARD: November 18, 19, 20 and 21, 2013

BEFORE: CHAPNIK J.

Overview

[1] This case involves, in general, an investment advisor who transferred a book of business representing client assets under administration from one investment dealer to another; and the regulatory scheme adopted in Ontario to regulate registrants in the securities industry.

THE AGENCY AGREEMENT: ITS CREATION, TERMS AND TERMINATION

[2] The defendant, Gary Lorne Beck, was an investment advisor. He was registered with Investment Industry Regulatory Organization of Canada (IIROC), a self-regulatory organization that regulates securities dealers. In order for an individual to trade in securities, he or she must be sponsored by a dealer member (of which Canaccord is one) and registered with IIROC. On termination of an investment advisor’s IIROC registration, that person is no longer able to legally act as a registered representative or as an investment advisor in Ontario.

[3] Beck had been associated with the investment firm Raymond James Ltd. since August 2002. That relationship came to an end on November 23, 2009 after clients complained that Beck had engaged in improper discretionary trading with their accounts.

[4] Beck’s registration with IIROC was terminated on November 28, 2009, the date his resignation from Raymond James became effective.

[5] Nevertheless, on November 30, 2009, Beck entered into an Agency Agreement with the plaintiff, Canaccord. At the time, Canaccord was made aware of the allegations made against Beck while he was at Raymond James. He was to be a branch manager and investment advisor at Canaccord’s Orangeville office. One of his colleagues from Raymond James, Dennis Scace, made the move to Cannacord at the same time, signing an Associate Agent Agreement to which Beck was also a party. Beck and Scace then transferred their joint book of business to Canaccord.

[6] The Agency Agreement included a series of schedules, lettered “A” through “F”, which were incorporated into the Agreement. Schedule D, which was explicitly incorporated into the Agreement by art. 3.1, provided for an $80,000 “transition loan” from the plaintiff to the defendant. The loan was to be and was advanced to the defendant in four equal monthly installments. The defendant gave a portion of the loan, $32,000, to Scace.

[7] Schedule D also provided for the eventual forgiveness of the loan:

Provided that [Beck] has fulfilled all of the requirements of the Agency Agreement and no Default … pursuant to this Schedule has occurred, [Canaccord] shall forgive 20% of the principal amount of each Loan annually on each anniversary of the initial advance of each of such Loans until each such Loan has been fully forgiven. Any portion of each Loan which is forgiven shall no longer be owing by [Beck] to [Canaccord] and the principal amount of each such Loan outstanding shall be reduced by the amount of the Loan which is forgiven. No pro rata accruals of forgiveness will be recognized between one forgiveness date and the next.

[8] The events that would constitute “Default” included “the termination of the Agency Agreement for any reason” and “the occurrence of an event that [would render] the Agent ineligible for registration with the regulatory authorities having jurisdiction”. Article 5.3 provided that Canaccord could terminate the Agreement immediately if Beck “fail[ed] to obtain or hold and maintain in good standing all permits, licenses and registrations required to be held … to sell Financial Services Products”.

[9] A default would cause any unforgiven portion of the loan to immediately come due:

In the event of a Default prior to the full forgiveness of any of the Loans, the then outstanding balance of the Loans which has not been forgiven at the date of Default, costs and all moneys owing by [Beck] to [Canaccord] and all liabilities of [Beck] hereunder shall become immediately due and payable, without presentment, demand, protest or other notice of any kind to [Beck], all of which are hereby expressly waived, and shall constitute a debt due and owing to [Canaccord] by [Beck] (such obligations including interest thereon in accordance with the terms herein are referred to as the “Obligations”). [Canaccord] shall be able to rely on the indemnity and reimbursement and set-off provisions under sections 2.16, 3.3, and 3.4 of the Agency Agreement in collection of any debts due and owing to [Canaccord] including, but not limited to, the Loans.

[10] Any “Obligations” would “bear interest calculated from the date of Default at the prime rate of interest charged by the Bank of Montreal for Canadian dollar loans plus 2.5% per annum, calculated and compounded monthly”.

[11] Article 3.1 provided for the defendant’s compensation as follows:

[Beck] agrees to accept as full compensation for [Beck’s] services under this Agreement the amounts which [Beck] is entitled to receive out of amounts payable by Clients in accordance with the Compensation Schedule and that [Beck] is not entitled to any other payment during the term of this Agreement or on the termination of this Agreement.

[12] An “entire agreement clause” was found in art. 6.1-6.2:

This Agreement constitutes the entire agreement between [Beck] and [Canaccord]. … [N]o amendment to, or waiver of, this Agreement will be effective or binding unless set forth in writing and signed by the party to be bound thereby.

Effective as of the date of this Agreement, this Agreement will be in lieu of and supersede any former agreement, written or verbal, between [Canaccord] and [Beck].

[13] Problems quickly arose. On December 9, 2009, IIROC notified Canaccord that its application to automatically reinstate Beck’s registration had been denied. Because Beck’s previous agency relationship with Raymond James had terminated as the result of alleged improprieties, IIROC required Beck to cease conducting registrable activity until it had completed a review of his suitability for registration.

[14] On April 12, 2010, IIROC refused Beck’s application as a Supervisor and approved Beck’s application as a Registered Representative subject to the following conditions:

(a) This individual is required to be placed under Strict Supervision,

(b) Signed, written monthly supervision reports in the manner prescribed by IIROC are to be completed and filed with IIROC’s Registration Department within ten business days of the end of each reporting period, and copies retained within the Member’s Branch or Compliance Department,

(c) This individual’s working location must have an on-site resident supervisor, and

(d) Any change to this individual’s working location requires prior approval from IIROC.

[15] On June 29, 2010, Canaccord terminated the Agency Agreement, effective June 30, 2010, as Canaccord was unable to provide the requisite level of supervision and thus, it was impossible for Beck to be registered.

THE PLAINTIFF’S CLAIM

[16] The plaintiff commenced this action for repayment of the loan on January 10, 2011. The basis for the plaintiff’s claim may be simply stated: The fact that the defendant was unregistered and ineligible for registration gave the plaintiff the right to terminate the Agreement and constituted a default within the meaning attributed to that term in Schedule D. A default having occurred, the defendant now had the obligation to repay to entire loan.

[17] The principal amount claimed by the plaintiff (excluding interest) was not $80,000 but 45,256.58. The plaintiff had accepted $20,000 from Scace in partial satisfaction of the debt and also applied commissions earned from Beck’s book of business to that end.

THE DEFENCE

[18] The issues raised in defence to the plaintiff’s claim can be summarized as follows:

1. Are the terms of the transition loan governed by Schedule D to the Agency Agreement or by another document, the “term sheet” sent to the defendant on November 10, 2009?

2. Did the plaintiff have cause to terminate the Agency Agreement on June 29, 2010?

3. If the Agreement was properly terminated:

(a) What, if any, was the effect of the termination letter of June 29, 2010 on Beck’s obligation to repay the loan?

(b) Is Beck responsible for repayment of the remaining $12,000 he paid to Scace from the loan proceeds?

(c) Is Beck entitled to a pro rata forgiveness of the loan?

(d) Is Beck entitled to commissions generated from his former book of business subsequent to the termination of the Agreement?

[19] I will address each of these issues in turn.

Issue No. 1 – The Term Sheet and Schedule D

[20] Prior to his departure from Raymond James, Beck entered into discussions with George Karkoulas, a Senior Vice-President at Canaccord, regarding the possibility of transferring his book of business from Raymond James to Canaccord. In the process, Karkoulas sent Beck a term sheet in the form of an offer dated November 10, 2009 that set out, among other things, the terms of a transition loan of $80,000 as follows:

We are pleased to make the following offer for you to join Canaccord Wealth Management (Canaccord) as an Agent:

• A forgivable loan granted in the amount of $80,000 to be paid in 4 equal monthly installments commencing on the 1st of the month following the transfer of your license. This loan will be forgiven at 20% per annum over a 5 year period.

[21] Subsequently, on November 30, 2009 the parties entered into the Agency Agreement described above. Schedule D to the Agency Agreement contained a more detailed recitation of the terms upon which the transition loan was granted.

[22] The defendant contended that the terms set out in the term sheet were more favourable to him in that they made no reference to interest and placed no restrictions on a pro rata forgiveness of the loan at 20% per annum. He made the argument that his move to the plaintiff and transfer of client assets constituted acceptance of the plaintiff’s offer in the term sheet, though no formal acceptance or signatures were required with respect to it.

[23] In addition, Beck said that when he signed the Agency Agreement, Schedule D was not attached to it and he saw Schedule D for the first time when the statement of claim was issued. At the same time, he admitted that on or about November 5, 2009, Karkoulas sent him a sample Agency Agreement with, upon request, all schedules attached; and that the schedules were attached to the Agency Agreement after it was signed by the plaintiff and returned to him.

[24] Beck is a sophisticated individual with many years of experience in the financial industry. It strains credulity to believe that he would request documents and not read them or that he would execute a sixteen page written document with several references to a “Schedule D” and not read or be aware of its existence. His statement that he thought Schedule D was the term sheet is simply not credible.

[25] Moreover, Beck’s evidence on this point is inconsistent. When asked at trial if he read the agreement in its entirety prior to signing it, he responded “No”; whereas when asked this in discovery, he answered “I believe so”.

[26] The evidence of Karkoulas about the process of signing documents at Canaccord also contradicts that of Beck. In his experience, Karkoulas would sign the written document along with the president, John Rothwell, before sending it to dealer agents for signature and return. Although he was unable to say exactly what was sent out to Beck, it was his testimony that the document he executed was stapled with schedules attached. Moreover, the first payment given to Beck three days prior to the signing of the Agreement was made “on the strength we were moving ahead with you [i.e., Beck] and we took you at your word”. Karkoulas described the term sheet as having no bearing on the contract, but rather as simply “an indication on our part of our willingness to sign a proper agreement”. He pointed out the lack of a requirement for signature thereon or guidelines as to how to move forward. I accept his evidence.

[27] In any event, the Agreement contained an entire agreement clause, excerpted above, which stated that the written Agency Agreement constituted the entire agreement between the parties and that it superceded any former agreement.

[28] Interestingly, Scace, Beck’s associate broker, denied having ever seen the term sheet and, as far as he was concerned, their relationship with the plaintiff was governed by the Agreements they executed on November 30, 2009.

[29] It is incongruous that Beck would pressure him (and I accept Scace’s testimony in that regard) to “repay” his portion of the transition loan directly to Beck whereas Beck himself refused to make any payments, saying that the repayment obligation in Schedule D did not apply to him as the schedule was not attached to the Agreement when he signed it. Given (a) that he admitted having previously received a sample agreement with schedules attached, which he said he did not read as it was blank even though he particularly requested the schedules; (b) that he received a copy of the fully executed Agreement with schedules attached; (c) that there were several specific references to Schedule D in the body of the Agreement; and (d) that Beck had extensive experience in the financial and investment business, it simply strains credulity to believe that Beck signed the sixteen page Agency Agreement without Schedule D, in the belief that the one page term sheet sent previously, was Schedule D. There is no claim of disability or lack of understanding on Beck’s behalf. I do not accept his evidence.

[30] In any event, the entire agreement and superceding clauses in the Agreement would take precedence. I find that Schedule D was attached at the time Beck signed the Agreement and that Beck well knew what he was signing. In the circumstances, I find the terms of the transition loan in the sum of $80,000 are governed by Schedule D and the Agency Agreement and not the term sheet sent to the defendant on November 10, 2009.

Issue No. 2 – The Termination

[31] Did the plaintiff have cause to terminate the Agency Agreement on June 29, 2010?

[32] According to Beck, the plaintiff “lured” him to Canaccord and terminated the Agreement on grounds of an invalid license, denying him proper notice and causing him “severe damage”. Moreover, since he was paid for his activity during the months when his registration was under suspension or approved with conditions, the plaintiff is estopped from relying on the termination clause in the Agreement.

[33] When the suggestion of “luring” Beck to Canaccord was put to Karkoulas, he responded indignantly, “What!? You approached me!” Considering the position that Beck was in at the time at Raymond James, this would appear to be the most reasonable portrayal of what occurred and I accept the evidence of Karkoulas in that regard.

[34] The Agreement was executed on November 30, 2009. On December 4, 2009, a few days later, Beck’s license was suspended by IIROC. Subsequently, on April 12, 2010, the Ontario District Council refused Beck’s application as a Supervisor and approved his application as a Registered Representative only under onerous conditions, which were reproduced above.

[35] Thus, in the first four months that Beck was with the plaintiff, he was unable to conduct trading and later could only undertake his trading or advisory responsibilities under strict on-site supervision.

[36] In cross-examination, Beck questioned Karkoulas vigorously as to the firm’s efforts on his behalf to assist him to comply with the above restrictions. Some excerpts from the cross-examination follow:

Q. What did you folks do with respect to attempting to get my licence reinstated with IIROC?

A. I would say we bent over backwards fourteen different ways in trying to get documentation into IIROC to help you through that process. The documentation that you had provided to Mr. MacKay was simply unacceptable. He [you] took it lightheartedly. You didn’t provide solid background to justify your actions that you were being accused by Raymond James. And we worked at our end to try and help you through that process.

Q. That’s what I’m trying to figure out. Like what did you actually do?

A. We had to reply in writing to IIROC. That’s why we – so the allegations or conditions that were registered to IIROC through Raymond James and working with you and asking you questions, so on, so forth. We prepared your responses, if you will.

[37] When asked what steps were taken after the condition of “on-site supervision” was imposed by IIROC, Karkoulas replied:

A. And that was working with you and Mr. Scace, and primarily Mr. Scace, taking on the obligation, having the agency put under his name, having him to go through the process of being registered as a branch manager and at which point we would transfer the agency over to him and he would be in a position where he could in fact provide strict supervision for you and your business.

Later, returning to this subject, Beck asks Karkoulas directly:

What steps did you take after April 12:

A. I don’t know, Mr. Beck. I worked my ass off trying to get you registered. As did the firm, Canaccord. As did Mr. MacKay. We tried to help you through the process. You know, you asked me what steps I had taken. I could tell you there were many steps. We even tried to have other advice, the possibility of maybe acquiring your book, Mr. MacKay maybe acquiring your book of business, make sure that you didn’t come out of this with a large debt. All kinds of efforts were conducted on your behalf and only on your behalf. Mr. Scace tried to help you but then when he saw the type of business that you were conducting, he was frightened and he didn’t want any part of your business or any part of your relationship. I’m sorry, but that’s the reality.

Q. So what other steps did you take, Mr. Karkoulas, after April 12?

A. Didn’t I just explain it for you, Mr. Beck?

Q. No.

A. I spoke to another agent on the possibility of you working out of his office and you felt that coming into downtown Toronto, actually Eglington and Yonge, from where you lived northwest of Orangeville, wherever your residence is, was just too far to travel. I talked to another adviser in that particular location seeing if they had an interest in buying part of your book. Again all with the intention of helping you out.

[38] The documentary evidence and the testimony of both Scace and MacKay confirm Karkoulas’s testimony. I find that Canaccord made all reasonable efforts to assist Beck in order to comply with the restrictions imposed upon him by IIROC.

[39] Indeed, when asked whether he had wanted the book to stay with Canaccord, Scace replied “yes” he did. The next question is telling:

Q. Was this possible?

A. No.

[40] Clearly, it would have been in Canaccord’s interest to keep them there.

[41] As to Beck’s allegation of “short notice”, his testimony in that regard is contradictory. On the one hand, he stated that in an early meeting, Karkoulas told him that the Agreement would be terminated if the conditions could not be met. On the other hand, he claimed to have had no prior notice of termination. The termination letter itself begins with the words, “as per our discussions last week”. To believe that Beck was taken by surprise or that he was terminated wrongfully “without notice”, strains credulity. In any event, the Agreement clearly provided for immediate termination for cause. No notice was required.

[42] As well, I do not accept Beck’s argument based on the principle of estoppel. The fact that the plaintiff continued to pay him commissions while the actual work was done by Scace, could in no way act as an estoppel against the plaintiff asserting its rights under the contract. An estoppel is not created merely because one party to a contract, as a friendly indulgence to the other party, forbears from immediately enforcing his strict legal rights: John Burrows Ltd. v. Subsurface Surveys Ltd., 1968 SCC 81, [1968] S.C.R. 607, at pp. 614-17. The elements of promissory estoppel have clearly not been met.

[43] When asked why Canaccord had withdrawn its application to IIROC in May 2010, prior to the termination, Karkoulas explained that it was a regulatory requirement to “pull the application in circumstances where the applicant was unable to satisfy the conditions imposed by IIROC”. In the end, the plaintiff had, I find, no realistic alternative but to rescind its application made to IIROC on Beck’s behalf.

[44] Article 5.3(d) of the Agreement permitted Canaccord to terminate the Agreement “immediately” if the agent failed to obtain or hold and maintain in good standing all permits, licenses and registrations required in order to sell financial services products.

[45] At the time of termination, Beck was not registered to provide financial services to clients in any capacity. I find that, as at June 29, 2010, Canaccord had ample cause to terminate the Agreement pursuant to art. 5.3(d) thereof, and to demand repayment of the loan.

Issue No. 3

[46] The other issues raised by Beck in regard to the repayment of the loan are equally spurious.

[47] The terms of the loan set out in Schedule D to the Agreement are clear: On termination of the Agreement for “any reason”, the loan is in default. I have already found that the Agreement was appropriately terminated in accordance with its terms.

[48] Pursuant to Schedule D, the relevant excerpts of which are reproduced above, in the event of default prior to full forgiveness of the loan, the outstanding balance not forgiven becomes due and payable. Forgiveness will take effect “annually on each anniversary of the initial advance”. The indications in correspondence sent by Karkoulas that the repayment is calculated based on the ratio of assets under administration remaining with the dealer to the amount of assets anticipated, does not change the clear terms set out in Schedule D.

[49] Indeed, the term sheet itself anticipated forgiveness “annually”, and Scace understood that they had to remain at Canaccord for a year before there would be any forgiveness of the repayment terms. Beck urged him to repay his share of the loan. Why would his own responsibility be less? To answer question 3(a), I find the statement made by Karkoulas for future accounting in the termination letter did not in any way affect Beck’s obligation under the Agreement to repay the loan in its entirety.

[50] When Scace reached an agreement with the plaintiff to reduce his “obligation” from the $32,000 he received from Beck to $20,000, the parties were careful to ensure that this was a settlement applicable only to Scace. Exhibit 3 is not a “coverup”, as alleged by Beck, but rather an explanation of the settlement terms made between Canaccord and Scace.

[51] According to Karkoulas, the $20,000 settlement with Scace represented only “partial payment” and would reduce Beck’s liability accordingly. As the loan payments were made directly to Beck, the repayment was his obligation alone. To answer issue No. 3(b), Beck is responsible for repayment to Canaccord of the remaining $12,000 he gave to Scace from the loan proceeds.

[52] Beck also claims that he is entitled to a pro rata reduction in the value of the loan since the Agreement was in force for seven months. I have previously dealt with this issue in part. It suffices to say that Schedule D clearly states that where no default in the Agreement has occurred, the dealer will forgive 20% of the loan “annually on each anniversary of the initial advance of each loan”, and it adds “no pro rata accruals of forgiveness will be recognized between one forgiveness date and the next”.

[53] The initial loan advance was made on November 27, 2009. The formal agreement was signed on November 30, 2009. The termination took effect on June 30, 2010. The defendant did not remain at the firm until “the anniversary” of the initial advance. He is not entitled to a pro rata reduction in the loan payment.

[54] Beck also claims he is entitled to the payment of certain commissions which he says accrued subsequent to the termination of the Agreement. Following Scace’s resignation from Canaccord on August 19, 2010, he and Beck sold their book of business to RBC-Dominion Securities, another investment dealer. Subsequently, Canaccord reassigned their clients to a “departed 1A Code” in cases where investment services continued to be provided to them. On August 31, 2010, Canaccord applied commissions earned from Beck’s remaining book of business in the sum of $8,779.82 to the outstanding loan; and on September 30, 2010, it applied another $5,963.60 to the loan, it says “gratuitously”.

[55] As for Beck’s claim for additional compensation, first, he is not entitled to be paid any amounts personally, since the Agreement permits the plaintiff to set off any amount owing to the defendant as against those owing to the plaintiff.

[56] Second, pursuant to art. 3.1 of the Agreement, the agent is only entitled to compensation for his services and “no other payment” during the term of the agreement or upon its termination. Third, all of Beck’s clients were reassigned to Scace in December 2009 due to the suspension of Beck’s registration. Finally, Canaccord would have an independent regulatory duty to provide financial services to those clients who chose to remain with the company. In my view, Beck is not entitled to commissions generated from his former book of business subsequent to the termination of the Agreement.

The Counterclaim

[57] Beck argued that the plaintiff failed to accommodate IIROC restrictions and that it acted in bad faith. The weight of the evidence, however, leads to the contrary conclusion. I find that the plaintiff took all reasonable steps to assist the defendant in his attempts to satisfy the imposed conditions, though it is not at all clear that the plaintiff even had a duty to do so.

[58] Briefly, at a minimum, Canaccord transferred Beck’s clients to Scace using his code for their accounts, prepared and made submissions to IIROC to assist Beck in having the conditions waived, explored at least one alternative site with a supervisor in place which Beck refused to accept (I accept the evidence of Karkoulas in that regard), explored the possibility of MacKay purchasing the book of business, and supported Scace’s attempts to obtain approval as branch manager. Both Karkoulas and MacKay attested to their “exhaustive” efforts to assist Beck in fulfilling the conditions imposed upon him and to keep him at Canaccord. Scace agreed that this was, in the end, “not possible”.

[59] In the course of his testimony, Karkoulas alleged that, in transferring his book of business to a rival investment firm without repaying the loan, Beck was in breach of a term of Schedule D, which provides as follows:

Until the Obligations have been paid in full, the Agent shall not anywhere in Canada, directly or indirectly, whether in conjunction with any person, firm, association, syndicate, company or other entity, as principal, agent, employee, director, officer, investor or in any other manner whatsoever, compete with the business of the Dealer or any affiliate … thereof (collectively the “CCI Group”) or solicit or entice away or attempt to retain in any manner whatsoever any of the employees, agents or clients of any entity of the CCI Group. For greater certainty, clients of the Agent will be serviced by the branch manager designated by the Dealer until such time as the Obligations have been paid in full.

That matter is, however, not before me.

[60] In the circumstances of this case, I find no bad faith on the plaintiff’s part either with respect to the manner of termination, the reasons for it, the withdrawal letter to IIROC in May 2010, or any of its dealings with Beck. Specifically Canaccord did not fail to use its best efforts to accommodate the restrictions imposed on Beck by IIROC and did not act in bad faith in terminating the Agreement. The defendant’s allegations amount to an attempt to apply legal principles where it is patently inappropriate to do so. The counterclaim is, therefore, dismissed.

Conclusion

[61] At the end of the day, this is a simple action on a debt. The type of loan agreement at issue in the case at bar appears to be standard in the industry, and our courts have not hesitated to enforce them in the past. See e.g. TD Waterhouse Canada Inc. v. Little (2009), 2009 ONSC 43663, 76 C.C.E.L. (3d) 243 (Ont. S.C.J.), aff’d 2010 ONCA 145, 79 C.C.E.L. (3d) 216. The defence, counterclaim and interpretive issues raised by the defendant all amount to a tactic by Beck to avoid his obligations under the Agreement. They are all without merit. I can find no arguable defence in the main action and absolutely no merit in the counterclaim. The relationship between the parties was governed by a contract executed on November 30, 2009. In accordance with the terms of the contract, Beck was advanced the sum of $80,000 as a transition loan to be repaid upon termination with interest as stated therein. The plaintiff has reduced the amount of monies outstanding by giving credit to the defendant for certain payments, as it is permitted to do by the terms of the Agreement.

[62] In the result, the defendant owes the plaintiff the sum of $56,634.36, which includes interest in the amount of $9,377.78 as at October 31, 2013 at the rate of prime plus 2.5% pursuant to the Agreement.

[63] Canaccord also claims the all-inclusive sum of $32,825.55 for costs on a partial indemnity basis, including HST and disbursements. Having considered the result, the complexity of the issues and other factors set out in rule 57.01 including a full four day trial, it is my view that the amount claimed is fair, reasonable and within the reasonable contemplation of the parties.

[64] Totaling the amounts set out in paragraphs 62 and 63 above, judgment shall issue in favour of the plaintiff in the all-inclusive sum of $89,459.91 payable by the defendant. The counterclaim is dismissed.

COURT FILE NO.: CV-11-417827 DATE: 2013-12-23

ONTARIO SUPERIOR COURT OF JUSTICE

B E T W E E N :

CANACCORD GENUITY CORP., Plaintiff

– and –

GARY LORNE BECK, Defendant

REASONS FOR JUDGMENT

CHAPNIK J.

RELEASED: December 23, 2013