ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Minto Metropia (Windfields) Limited Partnership
Plaintiff
– and –
Neighbourhoods of Windfields Limited Partnership
Defendant
Robert A. Centa and Tina H. Lie, for the Plaintiff
Peter J. Cavanagh and Deepshikha Dutt, for the Defendant
HEARD: June 17, 2014
1The plaintiff, Minto Metropia (Windfields) Limited Partnership (Minto Metropia) has brought an action against the defendant, Neighbourhoods of Windfields Limited Partnership (NOW) claiming $2,250,251 for breach of contract and unjust enrichment involving the sale and purchase of certain lands for residential development purposes in Oshawa, Ontario. The plaintiff claims that the defendant was required by the terms of an Agreement of Purchase and Sale (APS) and an Omnibus Agreement executed on closing to adjust the purchase price post-closing “downwards or upwards, respectively, at a rate of $125,000 per acre of net developable area” in the event there is a change in the “net developable area” of the lands. The defendant responds that the applicable contracts provide no requirement for a post-closing adjustment to the purchase price.
2The defendant, NOW, has brought a motion for summary judgment to dismiss the plaintiff’s claim, and in turn the plaintiff (Minto Metropia) has requested summary judgment in its favour. The parties have agreed there is no genuine issue requiring a trial and that the issue of liability should be determined by way of summary judgment under Rule 20.04(2) of the Rules of Civil Procedure.
The Factual Circumstances
3The plaintiff, Minto Metropia is a limited partnership formed to develop lands purchased from the defendant, NOW. The lands involved are located in the City of Oshawa and were historically part of a larger property owned by Windfields Farm Limited (WFL) a company owned by the family of the late industrialist, E.P. Taylor.
4The defendant, NOW was formed for the purposes of acquiring, developing, selling and otherwise dealing with the lands. The partners to the limited partnership of NOW are: 1) Windfields Development Corporation (WDC), a company owned and controlled by the Taylors; and, 2) Tribute-North Oshawa Partnership (Tribute), a general partnership between companies indirectly owned by Howard Sokolowski and Al Libfeld.
5The lands owned by WFL were developed in “stages”. NOW purchased the “stage 1” parcel from WFL in 2002. By 2010 the City of Oshawa had approved a draft plan of a subdivision for the stage 1 parcel and NOW developed and constructed a residential subdivision. The land involved in this matter involved the “stage 2” parcel. In 2008, pursuant to an Agreement of Purchase and Sale dated November 28, 2007, NOW purchased the stage 2 parcel from WFL for $30,000 per acre of “net developable area”.
6In the summer of 2009, the Taylors decided to monetize their investment in NOW and invited Mr. Sokolowski and Mr. Libfeld to submit offers to purchase the stage 2 parcel. Offers were submitted and Mr. Sokolowski’s offer was accepted. On July 30, 2010, NOW, as vendor and Mr. Sokolowski, as the purchaser executed an Agreement of Purchase and Sale for the lands.
Agreement of Purchase and Sale
7The purchase price under the agreement was $19,902,750. The agreement provided that 20 percent of the purchase price was to be paid on closing, and the balance of 80 percent of the purchase price was to be satisfied by a vendor take back (VTB) mortgage with payment terms scheduled from 2011 to 2017.
8Section 2.3 (b) of the Purchase Agreement provided as to how the adjustment to the purchase price based on the “net developable area of the lands”, a defined term in s.1.1 (b) of the purchase agreement, was to be calculated.
9Section 2.3 (b) reads as follows:
b) The parties acknowledge that the Purchase Price has been calculated at the rate of $125,000 per acre of net developable area of the lands. In the event that net developable area of the lands as determined by Marshall, Macklin, Monaghan Limited at the vendor’s expense, to be less than 159.222 acres or more than 159.222 acres, then the Purchase Price shall be adjusted downwards or upwards, respectively, at the rate of $125,000 per acre of net developable area, or part thereof calculated to two decimal points.
10The definition of “net developable area” is set out in s.1.1(p) of the purchase agreement:
(p) “Net developable area” means those lands, expressed in acres (rounded to two decimal places), which are usable for development purposes, as calculated and determined by Marshall, Macklan, Monaghan Limited, being the total area of the Lands, excluding only valley land, conservation land, hazard land and open space below the Conservation Authority approved top of bank, but for greater clarity, including any portion of lands designated for roads, road widenings, parklands, trails and buffer areas, so long as the trials (sic) are not in the valley land.
11The purchase agreement provided that Howard Sokolowski was the purchaser “in trust” for a company to be incorporated and without personal liability. Section 11.6 of the purchase agreement provided that Mr. Sokolowski could assign to others without the consent of NOW on terms set out in the purchase agreement.
Minto Metropia
12During the summer and early fall of 2010 Mr. Sokolowski engaged in discussions with Mr. Robert Greenberg, a principal of the Minto Group (Minto) about a joint venture between Minto and Sokolowski’s company, “Metropia”, for the development of the lands to be acquired under the Agreement of Purchase and Sale.
13Prior to the closing date of November 15, 2010 NOW was notified that the purchaser Sokolowski, in trust, intended to assign the purchase agreement to Minto Metropia, the joint venture company. On the date of closing, in order to give effect to the intended assignment Sokolowski, in trust, and Minto Metropia notified NOW that Minto Metropia had adopted and ratified the purchase agreement by Notice of Adoption of Purchase Agreement and Direction, thereby coveting and agreeing to be bound by the provisions of the purchase agreement and to assume all obligations thereunder as if it had executed the agreement in place of Sokolowski, in trust.
14In addition, on November 15, 2010, NOW, Sokolowski, in trust, and Minto Metropia executed an Omnibus Agreement. It contained provisions relating to the completion of the purchase agreement, including an undertaking by NOW to “readjust, if necessary, any item on or omitted in error from the statement of adjustments and any other item properly the subject matter of an adjustment under the purchase agreement, if necessary, forthwith upon written demand”.
Pre-Closing Due Diligence by Minto
15Prior to closing, Minto began to conduct its due diligence with respect to the development of the land and determined that there were two potential natural heritage features which had the potential to significantly reduce the development potential of the land. The first was an area of wetland, known as Tributary E1 in the eastern portion of the land and the second was wetland and woodland in the northeast corner.
16Minto requested and received a consultation report from Marshall, Macklin, Monaghan Limited, (MMM), the geotechnical and survey company identified in the Agreement of Purchase and Sale. In terms of future development of the lands MMM recommended to Minto in an opinion letter October 22, 2010 that it proceed with the “open/active” applications for an official plan amendment and plan draft of subdivision, in order to gain approval within a shorter time frame and to avoid being required by the City of Oshawa to update supporting studies to address any new information. Further, it recommended the following:
Should Minto wish to modify the current draft plan of subdivision, we suggest that such modification/amendment be achieved through a red line revision after the current plan receives draft approval of the plan of subdivision.
17The report stated with respect to the two “natural heritage features” :
It is our opinion that this application has proceeded through a proper public consultational process and internal review. Therefore, we recommend that Minto maintain the currently commenced approval process for the applications. Planning jurisprudence confirms that an application be judged on the approved policy and regulations enforced on the day the application was made. As the applications were filed in 2006, “Schedule B-Greenbelt Natural Heritage System and Key Natural Heritage and Hydrologic Features” brought into the Durham Region official plan (2008 office consolidation) through OPA114 in 2008 does not apply….
We advise that Minto not submit a new application for these lands. A new application will trigger the “complete application” requirements under the Planning Act and will be subject to any new information that the region of Durham, City of Oshawa and the Central Lake Ontario Conservation Authority may require, especially pertaining to the new natural heritage information highlighted by Beacon Environmental…
MMM Calculation of Net Developable Area
18On November 10, 2010, at the request of NOW and Minto Metropia, MMM, under the signature of Craig Rose, manager, sent a letter containing the calculation and determination of the “net developable area” as defined in the purchase agreement s.1.1 (p). Based on the available plans and interpretation of net developable area as contained in the APS, Craig Rose reported that 151.46 acres were developable.
The overall survey plan (40R-25297) includes an area table indicating that the total site area of Parts 1, 2, 3 and 4 is 157.45 acres. We understand that the fire hall block as shown on plan 40R26326 has recently been purchased by the City and should therefore be deducted from the total site area. The fire hall block is indicated as Part 1. We note that Part 2 represents the 0.30M reserve which is located within the Britannia Avenue right-of-way. The area of Part 1 is 1.99 acres. Therefore the total site area is reduced to 155.46 acres (i.e. 157.45 minus 1.99).
According to the definition of net developable area the following areas are to be deducted from the total site area:
Valley land
Conservation land
Hazard land
Open space below the conservation authority approved top of bank
Based on our review of the preliminary draft plan and our understanding and interpretation of the definition we have determined that blocks G and H should be deducted from the total site area. These blocks have been delineated based on a top of bank determination with the Conservation Authority. The top of bank was walked and staked with CLOCA (Central Lake Ontario Conservation Authority) in November 2001. This limit was further refined in the Functional Servicing Report by drawing a number of cross-sections and applying CLOCA’s criteria to establish the stable top of bank. The preliminary draft plan appears to be based on the stable top of bank line. As such, the areas of blocks G and H are to be deducted from the total area. Blocks G and H together are 4 acres.
Therefore the net developable area is 151.46 acres (i.e. 155.46-4.00).
19Following receipt of the MMM letter Mr. Michael Olin, then manager of Planning and Acquisitions for Minto wrote to Craig Rose prior to closing as to “why some or all of the “Open Space” blocks Q and S were not deducted from “net developable area” in your calculation”, blocks totaling 4.37 acres required to preserve the ecological value of the E1 Tributary. Mr. Rose responded that he did his calculation on the basis of his interpretation of the definition provided.
20Minto decided not to pursue the issue at the time and to allow the transaction to close on November 15, 2010, as scheduled.
Amended Purchase Price
21On closing, November 15, 2010 the purchase price was amended in the statement of adjustments to reflect the net developable area of 151.46 acres as calculated and determined by MMM in the letter of November 10, 2010. Accordingly, the sale price was reduced from $19,902,750 to $18,932,500, (151.46 acres of net developable area times $125,000 per acre) on closing in the Statement of Adjustments.
22Minto did not inquire of Sokolowski, as purchaser in trust, to extend the closing date, but rather chose to allow the transaction to close as scheduled.
23A charge was given in satisfaction of 80 percent of the purchase price in the principal amount of $15,146,000. The charge contained additional provisions as a schedule, one of which provided that the principal payments under the charge “shall be due and payable” according to a specified payment scheduled:
$2,000,000 on March 1, 2011
$2,000,000 on March 1, 2012
$1,000,000 on March 1, 2013
$1,000,000 on March 1, 2014
$1,000,000 on March 1, 2015
$1,000,000 on March 1, 2016
$7,146,000 on March 1, 2017
24The Standard Charge terms provided the following:
The charger will pay or cause to be paid to the chargee the full principal amount and interest secured by the charge in the manner of payment provided by the charge, without any deduction or abatement…
Post-Closing Notification of Net Developable Area Re-Calculation and Price Re-Adjustment
25On April 8, 2012 Mr. Warren Gibson, who had been providing services for NOW and Minto Metropia, including inspections of the property sent an email from Robert Montesano of Minto Metropia to report some minor damage to the property. In response, Mr. Montesano sent an email April 9, 2012 to which he attached a letter from Mr. Rose of MMM dated April 2, 2012. In the email Mr. Montesano advised that “Metropia and Minto want to have the Net Developable lands re-calculated, as much has changed since the original calculation; i.e., with CLOCA and the new wetlands area, etc. … Craig (Rose) has provided a re-calculation, but we need him to reference the original letter and he has stated that he’d be glad to do so as long as you give him the go ahead”…
26In reply, Mr. Gibson wrote:
I’m sorry but unable to reply with your request to ask MMM to “recalculate the net developable” or “reference the original letter”. I have nothing to do with Minto Metropia (Windfields) GP recent request to engage MMM to perform these area calculations.
27On September 5, 2012, after Minto Metropia submitted a revised draft plan of subdivision under the “open/active” file relating to the 2006 WFL draft plan, MMM provided a revised letter to Minto Metropia regarding the “net developable area” of the lands with a reduction from 151.46 acres, as at closing on November 15, 2010 to 133.45 acres. Minto Metropia continued to request MMM to reference the definition of “net developable area” as in the Agreement of Purchase and Sale in its letter however, MMM refused to do so without direction from NOW.
28In an email dated October 23, 2012 Craig Rose (MMM) advised Vince Santino and Robert Montesano of Minto Metropia that his first letter, prepared November 10, 2010 was based on the “official definition in the agreement”. Further, if that letter was to be updated he needed direction from both parties to the agreement “as that was how it was handled when it was first written.”
29He advised that the second letter dated September 5, 2012 was “a simple calculation of the actual developable land based on walking and staking the site”. There were specific buffers that were not known in 2010 as the site was walked in 2011.
30It was made clear in a further letter prepared November 7, 2012 by Mr. Rose that the re-calculation of net developable area was as a result of changes requested by Minto Metropia. Mr. Rose confirmed in conversation to Mr. Warren Gibson that the calculation of the net developable area in his letter of September 5, 2012, was not done based on the definition of “net developable area” in the purchase agreement. It was done based on the site walks with the City of Oshawa and CLOCA in June, 2011 and it was intended to reflect the most extensive development constraints.
31On October 22, 2012 Goodmans LLP, acting for Minto Metropia wrote to the lawyers representing NOW on the sale of the lands, Fraser, Milner, Casgrain LLP (FMC), with the September 5, 2012 letter by Mr. Rose of MMM attached, stating:
In accordance with s.2.3 of the Purchase Agreement, we are writing to you regarding a readjustment of the Purchase Price (as defined in the Purchase Agreement)… in respect of the re-calculation of the net developable area of the lands (as defined in the Purchase Agreement).
32Goodmans advised that based on the re-calculation by MMM the purchase price was now $16,681,250 and the “Purchase Price readjustment” of $2,251,250 was required to be paid by NOW to Minto Metropia. Further, Goodmans advised that Minto Metropia was willing to “consider handling the payment by way of a setoff or reduction in future principal and/or interest payments under the VTB Mortgage (as defined in the Purchase Agreement)”.
33FMC, on behalf of NOW, responded October 30, 2012 that the purchase price had been readjusted for closing on November 15, 2010 in accordance with s.2.3 (b) based on the “net developable area” of the lands, as determined by MMM in its letter dated November 10, 2010, and the transaction closed “on the basis of this final adjusted purchase price”.
Position of the Parties
34It is the position of NOW that the terms relied on by the plaintiff, Minto Metropia do not allow for a post-closing price adjustment. Further, the plaintiff’s statement of claim does not provide material facts that support the breach of contract as asserted. Simply, the re-calculation of net developable area as set out in the Goodmans’ demand letter and the plaintiff’s statement of claim dated December 12, 2012 and reply to NOW’s defence, dated June 13, 2013 is not based on the definition of net developable area” as contained in the Agreement of Purchase and Sale.
35It is Minto Metropia’s position that based on the applicable principles of contractual interpretation “the plain meaning” of the words used in the Agreement of Purchase and Sale and the Omnibus Agreement, having regard to the contracts as a whole and the “factual matrix” in which the contracts were executed that NOW is obligated to readjust the purchase price in light of the change to the net developable area of the lands.
The Issue
36The primary issue to determine is whether there is a requirement under the terms of the Agreement of Purchase and Sale and/or the Omnibus Agreement which permits post-closing readjustment of the purchase price for the lands based on a change to the net developable area of the lands.
37The basic principles of commercial contractual interpretation are well-established. In Salah v. Timothy’s Coffees of the World Inc., [2010] ONCA 673 at para. 16, Winkler C.J.O. summarized the principles as follows:
When interpreting a contract, the court aims to determine the intentions of the parties in accordance with the language used in the written document and presumes that the parties have intended what they have said.
The court construes the contract as a whole, in a manner that gives meaning to all of its terms, and avoids an interpretation that would render one or more of its terms ineffective.
In interpreting the contract, the court must have regard to the objective evidence of the “factual matrix” or context underlying the negotiation of the contract, but not the subjective evidence of the intention of the parties.
The court should interpret the contract so as to accord with sound commercial principles and good business sense, and avoid commercial absurdity.
If the court finds that the contract is ambiguous, it may then resort to extrinsic evidence to clear up the ambiguity.
Where a transaction involves the execution of several documents that form parts of the larger composite whole – like a complex commercial transaction – and each agreement is entered into on the faith of the others being executed, then assistance in the interpretation of one agreement may be drawn from the related agreements.
38In considering the price adjustment provision of the Agreement of Purchase and Sale and Omnibus Agreement within the factual matrix of this matter, I make the following observations:
The terms and conditions of the Agreement of Purchase and Sale, dated July 30, 2010 between NOW and Sokolowski, in trust were adopted on closing by the joint venture between Sokolowski and Minto (Minto Metropia).
Minto, in the period of time leading up to the closing and prior to its participation in the joint venture adoption of the Agreement of Purchase and Sale, in conducting its self-described “due diligence” became fully aware of certain natural heritage features which could impact the net developable area of the land.
Minto knew that there was an approved draft plan that could proceed with modification/amendment through red line revisions, if necessary, as recommended by MMM.
Minto was aware of the price adjustment provision in the Agreement of Purchase and Sale which stipulated that the net developable area of the lands was to be determined by MMM as defined by s.1.1 (p) of the Agreement of Purchase and Sale.
Minto took no steps to seek an extension of the closing date to permit a calculation of the net developable area and price adjustment to reflect concerns it may have had with respect to the natural heritage features and potential reduction of net developable area.
Minto did not seek to negotiate through Sokolowski, in trust, with NOW a post-closing price adjustment provision.
Minto did not advise NOW of an intention to obtain post-closing purchase price adjustment.
Minto did not advise NOW or the joint venture partner, Sokolowski (Metropia), a re-calculation of the net developable area would be sought, but rather decided to go ahead for its own business reasons.
Minto Metropia introduced through affidavit evidence of its principals, Greenberg and Olin, as to their belief, or understanding as to the availability of a post-closing purchase price adjustment through a re-calculation of net developable area. This subjective evidence of intention is of a no moment in the analysis, and as such does not add to the factual matrix.
As evidenced by the statement of adjustments provided on closing, both the purchase price and the principal amount secured by the vendor take back charge were adjusted on closing, based on MMM’s calculated net developable area of the land. The parties adjusted the purchase price to $18,932,500, with 80 percent of the purchase price secured by the VTB charge in the amount of $15,146,000
Minto Metropia did not apprise NOW it had sought a recalculation of the net developable area until nearly eighteen months after closing in the April 8, 2012 email from Robert Montesano to Warren Gibson.
The re-calculated net developable area, as set out in MMM’s letters of September 5, 2012 and November 7, 2012, were not done in accordance with the definition “net developable area” as defined in s.1.1 (b) of the APS.
The re-calculation by MMM in 2012 occurred as a result of changes requested by Minto Metropia to the development plan beyond those recommended by MMM in its Opinion letter of October 22, 2010.
Assessment
39Minto Metropia argues that s. 2.3 (b) of APS dealing with purchase price adjustment does not specify “on closing” and that the specific provisions in 2.3 which do refer to “on closing” should be read separate and apart. By limiting the adjustments in s. 2.3 (b) to only adjustments made before or at closing the court would have to read in or imply a time constraint where none is cited. Reference to “on closing” being absent must be taken as indicating an intention of the parties to adjust post-closing, if necessary.
40In addition, s. 2.3 (e) of the Agreement of Purchase and Sale requires the parties to enter into an undertaking to readjust on the closing date in respect of those items specified to be readjusted in s.2.3. Further, it directs that the undertakings to readjust shall provide for readjustment of any “errors, omissions or changes in the statement of adjustments delivered on the closing date”. (Emphasis added).
41Also, s.1 of the Omnibus Agreement requires “the vendor to undertake to readjust, if necessary, any item on or omitted in error from the statement of adjustments”.
42In my view, there was no error or omission to the statement of adjustments delivered on closing which made post-closing adjustment necessary. The statement of adjustments made on closing reflected the net developable area as determined by MMM based on the definition provided in the Agreement of Purchase and Sale. In this instance, Minto Metropia seeks a readjustment based on changes it sought and not any errors, omissions or changes to the statement of adjustment as at the closing date. Under the 2012 Minto draft plan as reflected in the September 2012 MMM letter by Rose there was consideration to additional excluded areas: a) 4.77 acres “staked wetland”, b) 5.54 acres of “top of bank” and 1.38 acres “flood line”.
43Counsel for Minto Metropia acknowledged that based on the interpretation it advances the adjustment provision of the purchase price would carry forward for an indeterminate period of time, or at least until the draft plan or any changes made to the draft plan by Minto Metropia was approved. Indeed, any changes made to the net developable area of the land by Minto Metropia or by regulatory authority would obligate the vendor to adjust the purchase price and adjust the VTB.
44If the construction of the Purchase Agreement and Omnibus Agreement as advanced by Minto Metropia is correct, it would expose NOW to the risk of one or possibly several post-readjustments to the purchase price and the principal amount as secured by the VTB charge over an indeterminate period of time, subject to Minto Metropia’s development decisions.
45In my view, such a construction of the terms would lead to not only commercial uncertainty for the vendor, but commercial absurdity in such transactions.
46I take into consideration in interpreting the purchase price adjustment provision of the Agreement of Purchase and Sale the standard terms of the VTB charge, which states that the “principal payments under this charge shall be due and payable” according to a payment schedule specified in the charge with the final payment March 1, 2017 of $7,146,000 “without any deduction or abatement…”. Any price adjustment would necessarily require a deduction or abatement of the principal amount secured by the charge in this instance. It would prevent NOW from assigning the charge, if it chose to do so.
47I consider as well the conduct of Minto in the context of its contractual relationship with Howard Sokolowski, as to his compensation reflected in the limited partnership agreement. It contained a specific post-closing adjustment to a $10,000,000 preferred payment to Sokolowski (Metropia) based on the net developable area contained in the purchase agreement. Minto negotiated with Sokolowski a reduction in the amount of the preferred return, originally based on $37,500 per acre to the extent that the net developable acreage was reduced. Section 8.6 of the Limited Partnership Agreement reads as follows:
Each limited partner acknowledges that the current net developable acreage for the project is 151.46 acres. If, after draft plan approval for the entire project lands, the net developable acreage is reduced below 151.46 acres, the preferred return attributable to the class B units and accordingly, the amount of the special loan, whether or not made, shall be reduced by $37,500 for every acre or part thereof by which the net developable acreage is reduced below 151.46 acres.
48In this instance, Minto negotiated a specific post-closing preferred payment adjustment based on net developable acreage. It did not seek to negotiate with NOW, through Sokolowski a similar provision to permit post-closing adjustment of the purchase price or post-closing reduction of the principal amount of the charge.
49There needed to be a specific provision for post-closing adjustments of a fundamental contractual term such as a purchase price adjustment and/or deduction or abatement of the principal amount secured by the charge or mortgage. To permit otherwise, would create intolerable uncertainty in commercial relations. If so construed, in this instance it would be to permit Minto Metropia to unilaterally and fundamentally alter the purchase price and vendor take back mortgage at its choosing by changing its development plan or by planning changes subsequently imposed by regulatory authorities.
50Finally, Minto Metropia pleaded in its statement of claim that there was a breach of contract or unjust enrichment based on a re-calculation by MMM of the net developable area of lands as defined in the Agreement of Purchase and Sale. Minto Metropia knew in advance of its demand letter, the issuance of notice of pending action, and statement of claim that the re-calculation of net developable area by MMM was based on additional considerations that was required by Minto Metropia, not the definition as agreed to by the parties to the APS and as adopted by the plaintiff. Minto Metropia has not pleaded the necessary material facts to support its claim. There is no evidentiary foundation for Minto Metropia’s claim of breach of contract or unjust enrichment by NOW. MMM did not provide a re-calculation after closing of the net developable area of lands using the definition in the purchase agreement as alleged.
Conclusion
51In considering the plain language in the Purchase Agreement, the Omnibus Agreement and Charge term discussed above, the objective evidence of the factual context and lack of material facts pleaded, Minto Metropia’s claim for damages is dismissed.
52For the reasons cited above, the motion for summary judgment by NOW is granted and the action brought by Minto Metropia is dismissed.
53Costs are awarded to the defendant. If the parties are unable to agree between themselves as to costs, written cost submissions may be made no more than 4 pages in length, including a costs outline within 15 days of the release of this decision, responding submission no more than 15 days thereafter.
A.J. O’Marra J.
Released: July 9, 2014
COURT FILE NO.: CV-12-467747
DATE: 2014/07/09
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Minto Metropia (Windfields) Limited Partnership
Plaintiff
– and –
Neighbourhoods of Windfields Limited Partnership
Defendant
REASONS FOR JUDGMENT
A.J. O’Marra J.
Released: July 9, 2014