Court File and Parties

Court File No.: 05-265/17 Date: 2018-09-04 Superior Court of Justice – Ontario

In the Matter of the Estate of Peter Trezzi, Deceased

Re: Alfrida Gina Trezzi, personally, and in her capacity as estate trustee of the Estate of Peter Trezzi,

And: Albert Trezzi, in his personal capacity, and in his capacity as estate trustee of the Estate of Peter Trezzi, Emily Trezzi, Bianca Trezzi, Across Canada Construction Ltd. and Alberto Trezzi Sr.,

And Re: Albert Trezzi, in his personal capacity

And: Alfrida Gina Trezzi, personally, and in her capacity as estate trustee of the Estate of Peter Trezzi,

Before: Wilton-Siegel, J.

Counsel: Danielle Joel and Ewa Krajewska, for Gina Trezzi Symon Zucker and Laney Paddock, for Albert Trezzi

Heard: June 18, 2018

Endorsement

[1] In this proceeding Gina Trezzi (“Gina”) seeks a declaration that she is a 50 percent owner of the issued and outstanding shares of Across Canada Construction Ltd. (“ACC”). The application is opposed by Albert Trezzi (“Albert”) who has brought his own cross-application which is discussed below.

The Evidence in the Record

[2] The materials before the Court concerning the shareholders of ACC consist of the following documentary and other evidence.

[3] The deceased, Peter Trezzi (“Peter”), incorporated Trezzi Construction Ltd. (“Trezzi”) on August 19, 1985. It was apparently dissolved on June 18, 1995 and revived by articles of revival dated December 4, 1995. Notwithstanding the dissolution of Trezzi in 1995, Trezzi appears to have carried on business since 1985 under the business name “Across Canada Construction & Paving”.

[4] Peter incorporated ACC on September 9, 1993 under the name “Across Canada Ready Mix Ltd.”. At that time, his lawyer, Enzo Zeppieri (“Zeppieri”), prepared organizational documentation that included documentation contemplating two shareholders, Peter and Gina, each owning 50 shares. That documentation included two share certificates in the names of each of Gina and Peter reflecting such share ownership. The organizational documentation before the Court did not, however, include any share subscription of either Gina or Peter or any resolution of the directors of ACC allotting and issuing shares to either of them.

[5] Zeppieri sent Peter a reporting letter dated September 14, 1993 (the “Zeppieri Reporting Letter”) that stated, among other things, that Peter and Gina were shareholders. However, the reporting letter also asked for confirmation that consideration for the issuance of the shares had been deposited in the bank account of ACC. It further advised that it was necessary for Peter and Gina to attend at Zeppieri’s office to sign the organizational documentation and that, until such time, “the organization of this corporation has no effect.”

[6] The relevant portions of the Zeppieri Reporting Letter read as follows:

ISSUE OF SHARES

The documentation which has been prepared reflects that the present issued capital of the Corporation consists of shares; which shares have been issued for the aggregate consideration noted below and are registered as follows:

SHAREHOLDER SHARES ISSUED TOTAL CONSIDERATION

Peter Trezzi 50 $50.00 Frida Gina Trezzi 50 $50.00

Will you kindly confirm to us that the aggregate monetary consideration for the issuance of the shares has been deposited in the Corporation’s bank account.

Would you please arrange for Peter Trezzi and Frida Gina Trezzi to attend at this office to sign the requisite documents contained in the Corporation’s minute book and share certificate book since the organization of this Corporation has no effect until such documentation has been signed by all requisite parties.

[7] There is no evidence that Peter and Gina ever signed any of the organizational documentation or the share certificates or that any consideration was ever paid for the shares by either Peter or Gina.

[8] In 1997, the name of the corporation was changed to “Across Canada Construction Ltd.” There is no corporate documentation pertaining to this name change, apart from the articles of amendment which were signed by Peter as president.

[9] ACC was dissolved on February 19, 2007 for failure to pay the annual corporate filing fees for a number of years. There is no evidence that ACC had any assets at this time or that it had ever had any assets during the period 1993 to 2007.

[10] In 2011, Peter engaged a solicitor, Cosimo Crupi (“Crupi”), to implement a reorganization of the business carried on under the name “Across Canada Construction & Paving”. The reorganization had apparently been recommended by the accountants of the business. It appears that the purpose of the reorganization was to separate the real property, and perhaps the larger equipment used in the business, from the operating assets of the business in order to “credit proof” the segregated assets. Ultimately, however, the reorganization did not take place.

[11] The original intention was to incorporate a new corporation having “Across Canada Construction” in its name which would own the non-segregated assets and be the operating company. However, in order to use the business name “Across Canada Construction”, it was necessary to revive ACC by articles of revival dated April 7, 2011 because of a third-party registration of a corporation with a similar name.

[12] In this connection, Crupi’s office prepared annual resolutions of the directors and shareholders for each of the years 1993 to 2010. The shareholder resolutions contemplated Gina and Peter as the two shareholders, although there is no mention of their respective shareholdings. There is no evidence regarding the source of Crupi’s understanding of this shareholding arrangement, that is, whether he merely assumed the accuracy of the unexecuted documentation in the minute book or was informed of this shareholding arrangement by Peter. The shareholder resolutions also contemplated a meeting of the shareholders to be held on January 26, 2011 to approve the annual resolutions of the shareholders. None of these resolutions was ever signed. There is also no evidence that a shareholders meeting was ever held.

[13] On July 25, 2012, Gina emailed the office administrator of Crupi’s office asking whether the ACC and Trezzi minute books contained shareholders’ registers showing Trezzi as the owner of ACC and Peter as the owner of Trezzi. The corporate law clerk in Crupi’s office responded by email the same day enclosing a copy of a shareholders’ register that was apparently in the ACC corporate minute book at that time (the “Shareholders’ Register”). The Shareholders’ Register has “Across Canada Construction Ltd.” typed across the top of it. The Shareholders’ Register shows Peter and Gina each owning 50 common shares in ACC as of September 9, 1993. The corporate law clerk also noted that Trezzi did not own any shares in ACC and that the Trezzi minute book had been picked up in late November 2011.

[14] Albert picked up the ACC minute book from Crupi’s office two weeks before Peter’s death on January 8, 2016. The Shareholders’ Register was missing from the ACC minute book when Albert delivered it to Zeppieri after Peter’s death. Gina suggests that Albert removed the Shareholders’ Register before delivering the minute book. Albert suggests this was not an authentic shareholders’ register as it had the name “Across Canada Construction Ltd.” at the top of the page and therefore could not have been created in 1993 when ACC was incorporated and organized. Albert’s argument is simply wrong. ACC was incorporated in 1993 even if under a different name. The shareholdings reflected in the Shareholders’ Register reflect the organizational documentation prepared by Zeppieri at that time. I have accepted that the Shareholders’ Register was genuine and existed in 2012 when a copy was sent to Gina. However, whether or not Gina’s suspicions are correct, her allegation is irrelevant for the issues in this proceeding and I therefore make no finding on it.

[15] As mentioned, the proposed reorganization did not proceed. Since 2011, the business of “Across Canada Construction & Paving” or “Across Canada Construction” has apparently been carried on in both Trezzi and ACC since that time, although the real property used in the business has been held by Trezzi.

[16] On March 29, 2016, at a meeting with the accountants for Trezzi and ACC, the parties received a schedule of the assets of Peter’s estate which reflected the accountants’ belief that Trezzi owned all of the outstanding shares of ACC. There is, however, no evidence to support this alleged shareholding arrangement. The accountants of the business were under the mistaken impression that the reorganization had been completed when they provided these materials.

[17] Subsequently, in a letter dated July 12, 2017, in response to an earlier letter of Gina’s counsel requesting corporate documentation regarding ACC, among other corporations, Zeppieri advised that he had the minute book for ACC and provided the following information:

4. Across Canada Construction Ltd. Incorporated: September 9, 1993 - last annual updates for the year ending January 31, 2010, prepared but not signed - All Resolutions from 1994 not signed - Peter Trezzi is the sole director, sole officer - Shareholders: Peter Trezzi: 50 common shares and Frida Gina Trezzi 50 common shares

[18] Lastly, there are also two affidavits in evidence that were delivered in connection with union certification proceedings before the Ontario Labour Relations Board concerning ACC. First, Gina executed a declaration dated October 16, 2015 prior to Peter’s death while Peter was ill. In that declaration, Gina states that Peter was the only shareholder, officer and director of ACC. Second, Zeppieri executed a declaration dated July 19, 2016 in which he stated that, to the best of his knowledge, Peter was ACC’s only shareholder, officer and director at the time of his death.

Preliminary Procedural Issues

[19] Prior to the commencement of the hearing of this application, Albert brought a motion seeking an adjournment. At the opening, Albert withdrew this motion on the understanding that his supplementary affidavit dated July 16, 2018 and his supplementary factum dated July 13, 2018 would be before the Court in this hearing, which Gina did not oppose, and that he was free to amend his cross-application to assert a cause of action based on the Limitations Act, 2002, S.O. 2002, c.24, Sched. B, which condition is addressed in this section.

[20] Albert also filed a notice of motion which appended a copy of the proposed Amended Notice of Cross-Application. The proposed amendments seek declarations that Gina failed to bring her application regarding ownership of the shares of ACC within the limitation period prescribed by s. 4 of the Limitations Act, 2002, S.O. 2002, c. 24 Sch. B, and that any declaration sought by her in her application regarding the ownership of shares of ACC does not fall within s. 16(1)(a) of the Limitations Act, 2002.

[21] The decision of Albert’s counsel not to proceed at this time with either the motion to adjourn or the motion to amend Albert’s Notice of Cross-Application was based on Gina’s confirmation that she did not dispute that, in the present proceeding, Albert is entitled to assert a defence to her claim of a 50 percent ownership in ACC based on the Limitations Act, 2002. If Albert intends to pursue the amendment to his Notice of Cross-Application contemplated by his notice of motion described above, he must bring on his motion for leave to amend at a later date.

Limitation Issue

[22] The correspondence of Crupi’s corporate law clerk dated July 25, 2012 described above advised Gina that she was a shareholder. Albert says, however, that Gina was put on notice by this letter that she did not have a valid share certificate for her alleged 50 percent shareholding interest and therefore that she did not have an entitlement to a 50 percent interest in the shares of ACC. On this basis, he submits that Gina’s cause of action in this proceeding arose upon receipt of that correspondence in 2012 and, accordingly, the cause of action is now statute-barred under s. 4 of the Limitations Act, 2002.

[23] There are two problems with this argument. First, it is not necessary to have a share certificate to have a share in a corporation. The letter of Crupi’s law clerk did not suggest otherwise. Second, the issue for present purposes is when Gina was advised that she was not a shareholder. On the record, that did not occur until the letter of Albert’s counsel in this proceeding dated October 6, 2017. This is the first indication to Gina that Albert, or anyone else, was disputing her 50 percent shareholding interest in ACC. Gina commenced this proceeding by Notice of Application dated December 22, 2017, slightly more than two months after receipt of that letter.

[24] Accordingly, Albert’s submission that Gina’s claim in this proceeding is statute-barred is dismissed.

The Issue Before the Court

[25] As mentioned, Gina seeks a declaration that she is a 50 percent owner of the shares of ACC represented by fifty common shares. This is essentially a factual matter. Gina has the onus of proof on a balance of probabilities.

Gina’s Position

[26] Gina relies principally on the following evidence in support of her position that she is a 50 percent shareholder of ACC.

[27] First, and most importantly, she relies on the organizational documentation in the minute book described above which was prepared in 1993 showing two shareholders, together with the two share certificates apparently created at the same time and the Zeppieri Reporting Letter. She also relies on the Shareholders’ Register which shows Gina and Peter as equal shareholders each having fifty common shares.

[28] In connection with this documentation, Gina relies in particular on ss. 139(3) and 266(3) of the Business Corporations Act, R.S.O. 1990, c. B.16 (the “OBCA”) as discussed below, which she suggests establish a strong presumption in her favour that such shares were issued to her. She also relies on s. 57 of the Securities Transfer Act, 2006, S.O. 2006, c. 8, which is also discussed below.

[29] Second, Gina relies on the actions of Crupi’s law clerk in advising Gina that she was a 50 percent shareholder of ACC and Crupi’s testimony in connection therewith.

[30] Third, Gina relies on the letter dated July 12, 2017 of Zeppieri to her legal counsel advising, among other things, that Gina and Peter were 50 percent shareholders.

[31] Lastly, Gina says she and Peter ran the business of “Across Canada Construction” together as equal business partners for 27 years.

Analysis and Conclusions

[32] The issue before the Court is whether Gina had a 50 percent shareholding in ACC, notwithstanding the absence of an executed share certificate. As mentioned above, a share certificate is evidence of a shareholding in a corporation. However, an individual may be a shareholder without possession of a share certificate. Accordingly, the issue is whether, on a balance of probabilities, Gina has established that ACC issued shares to her that represent 50 percent of the outstanding shares of ACC. Given the facts described above, this requires demonstration that ACC issued fifty common shares to her on or about September 9, 1993. I find that there is no evidence that ACC ever issued any shares to Gina. I reach this conclusion for the following reasons that address each of Gina’s arguments and a number of additional matters.

[33] First, none of the corporate documentation that was prepared in either 1993 or 2011 that reflected Peter and Gina being shareholders of ACC was ever executed including, without limitation, the two share certificates, each representing 50 common shares, in the names of Peter and Gina. Nor was Gina ever given a share certificate evidencing her alleged shares, which might have evidenced Peter’s intention that such shares were to have been issued to her. Similarly, the Shareholders’ Register, which must have been created or amended after the name change of ACC in 1997 to include the name of ACC at the top, is also unexecuted. Moreover, the circumstances of the creation of the Shareholders’ Register, and of its amendment to reflect the current name of ACC, are unclear and therefore do not assist in resolving the shareholding arrangements.

[34] Because all of this documentation is unexecuted, on its own, it is not evidence that, on a balance of probabilities, Gina owns fifty common shares of ACC and is a 50 percent shareholder. This is reinforced by the absence of a share subscription of Gina, which might have addressed the consideration issue raised in the Zeppieri Reporting Letter, and of a director’s resolution actually allotting and issuing shares to Gina, both of which are customary in organizational documentation involving the issuance of shares.

[35] Further, in my view, for the following reasons, neither of the provisions of the OBCA relied upon by Gina creates a presumption that Gina is the owner of fifty common shares of ACC, as Gina suggests.

[36] Section 139(3) provides as follows:

The bound or looseleaf book or, where the record is not kept in a bound or looseleaf book, the information in the form in which it is made available under clause (2) (b) is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated therein, before and after dissolution of the corporation.

[37] On its face, section 139(3) does not create a presumption that documentation in a minute book is accurate. It merely provides that any such documentation is admissible in evidence of the facts contained therein in the absence of evidence to the contrary. The weight to be attached to such evidence is left to the trier of fact.

[38] In this case, even if the documentation is admissible, I would give it no weight. Because the documentation in the minute book is unsigned, it is not proof of any facts pertaining to the issue and ownership of shares of ACC other than a possible intention of Peter at the time of the organization of ACC. The mere fact that it was prepared by a solicitor and physically placed in the minute book is not sufficient to make such documentation evidence of the actual issuance of shares, particularly given the qualification of the Zeppieri Reporting Letter regarding the need for execution to render the documentation effective and for payment of consideration for the shares to be validly issued, neither of which occurred.

[39] I have been referred to the decision of Glass v. 618717 Ontario Inc., 2012 ONSC 535, 100 B.L.R. (4th) 35 in which Brown J. (as he then was) states at para. 111 that the Act creates a “very strong presumption that the information recorded in a minute book is proof of the facts stated therein […]”. Given the language of s. 139(3), however, I am not persuaded that such a presumption continues to operate given the language of the current provision. The decision in Glass appears to have been based on the earlier decision in Dunham v. Apollo Tours Ltd. (1978), 20 O.R. (2d) 3, 3 B.L.R. 257, 86 D.L.R. (3d) 573, which also speaks to a strong presumption. However, the statutory provision at issue in Dunham provided that information in a minute book was “admissible in evidence as prima facie proof”. That language, which did create a presumption, was omitted from the current provision.

[40] In any event, and more fundamentally, the decision in Glass relies on the fact that the information at issue was “recorded” in the minute book. This reflects the fact that s. 139(3) assumes that the documentation at issue was placed in the corporate minute book by an individual with the corporate authority to do so. These are not the present circumstances. The unexecuted documentation upon which Gina relies was not “recorded” in the minute book in the sense of executed by an individual with corporate authority to do so with the intention that it would become effective. Nor was it even placed in the ACC minute book by an individual with the corporate authority to do so. As Peter was the incorporator and the sole director, the documentation required his signature for it to have been placed in the minute book for the purposes of s. 139(3). All that happened in this case is that Zeppieri prepared and physically placed the unexecuted documentation in the minute book pending execution by Peter and Gina. For this reason, I am of the opinion that s. 139(3) does not apply at all in the present circumstances.

[41] Section 266(3) provides as follows with respect to securities registers of a corporation:

An entry in a securities register of, or a security certificate issued by, a corporation is, in the absence of evidence to the contrary, proof that the person in whose name the security is registered or whose name appears on the certificate is the owner of the securities described in the register or in the certificate, as the case may be.

[42] Gina mistakenly proceeds on the basis that the Shareholders’ Register is a “securities register” for the purposes of this provision. It is not. The Shareholders’ Register merely sets out the names of two individuals as shareholders of ACC and their respective shareholdings.

[43] Section 141 of the OBCA provides as follows with respect to the requirements of a securities register:

141 (1) A corporation shall prepare and maintain at its registered office, or at any other place in Ontario designated by the directors, a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities,

(a) the names, alphabetically arranged of persons who,

(i) are or have been within six years registered as shareholders of the corporation, the address including the street and number, if any, and an e-mail address if one is provided, of every such person while a holder, and the number and class of shares registered in the name of such holder, … and

(b) the date and particulars of the issue of each security and warrant. [emphasis added]

[44] The Shareholders’ Register does not record “the securities issued by it in registered form” for the reason that ACC has not issued any securities in registered form. The unexecuted share certificates in the minute book in the names of Gina and Peter are not securities issued in registered form. That would require properly executed share certificates of ACC and evidence of the actual issuance of the shares. Accordingly, the Shareholders’ Register is not proof of Gina’s shareholding interest pursuant to s. 266(3).

[45] Section 57(3) of the Securities Transfer Act, 2006 provides that a security issued with a defect going to its validity is enforceable against the issuer if held by a purchaser for value and without notice of the defect. This provision has no application in the present context for two reasons. First, the provision only applies if it is determined that the fifty common shares evidenced by the unsigned share certificate in the name of Gina in the ACC minute book were actually issued. In addition, there is no evidence that Gina gave any value for the shares allegedly issued to her.

[46] Second, the evidence of Crupi and his law clerk falls short of establishing that shares were allotted and issued to Gina.

[47] Crupi was cross-examined regarding the basis of the corporate law clerk’s statement in her email to Gina dated July 25, 2012. Crupi recalls seeing the Shareholders’ Register in the ACC minute book. However, the thrust of his testimony was simply that his law clerk would have relied on that document and the other unsigned organizational documents in the minute book. He was not asked, and did not address, the probative value to be placed on those documents, given their unexecuted form. Nor, as mentioned, did he testify that Peter told him that Gina and he were equal shareholders holding fifty common shares each. On his cross-examination, he acknowledged that he did not focus on the question of whether Gina was a shareholder until this litigation.

[48] Third, Gina relies on the Zeppieri Reporting Letter. However, despite language that might be interpreted to the contrary, it is clear that this letter does no more than report on the preparation of the organizational documentation placed in the minute book pending execution by Peter and Gina. Not only is it not evidence of execution of the documentation but, as mentioned, it also states that the organizational documentation is ineffective until it is executed and raises the issue of whether any consideration was paid for the shares in order to validate their issuance.

[49] Fourth, I also do not think that Zeppieri’s statement in his letter of July 12, 2017 is reliable evidence in support of Gina’s position. Zeppieri’s statement in this letter, and the declaration that he provided in connection with the union certification proceedings, are, at a minimum, contradictory. In any event, it is clear that, in this letter, Zeppieri is merely reciting what appears in the minute book.

[50] Fifth, as mentioned, Gina says that she and Peter ran the business of “Across Canada Construction” together as equal business partners for 27 years. She implies that this relationship translated in some manner into a 50 percent shareholding interest in ACC. However, such involvement in the business of ACC does not on its own constitute evidence of a 50 percent shareholding interest in her favour.

[51] The issue in this proceeding is whether Peter caused ACC to issue Gina common shares representing 50 percent of the outstanding shares of ACC in 1993. The only relevance for this purpose of her alleged involvement in the business, if it can be demonstrated, would be as an explanation for Peter’s decision to grant her a 50 percent shareholding interest. However, there is no evidence of any such action. Any additional argument based on unjust enrichment or otherwise is beyond the scope of the present proceeding. In addition, the issue for the Court is whether Gina received her shareholding in 1993 when ACC was incorporated. At that point, she and Peter had been together for approximately five years and the nature of her involvement in the business to that time appears to have been more modest. It is significant, not just for this particular argument but more generally for the issue in this proceeding, that Gina does not suggest that Peter caused ACC to issue common shares to her in 2011 at the time of the reorganization.

[52] There are five other material considerations that weigh against a finding that Gina has a 50 percent interest in ACC.

[53] First, the evidence is that both Zeppieri and Crupi’s law clerk sent the documentation that they prepared to Peter for execution. There is no reason to believe that Peter did not get it. There is therefore also no reason to believe that Peter did not see the statements in the Zeppieri Reporting Letter that the documentation would be of no effect unless it was executed by each of Gina and Peter and regarding the need for the payment of consideration for any shares to be validly issued. There is no clear explanation for why he did not arrange for execution of the documentation on either occasion. While this may have been due to his lack of attention to such matters, as evidenced by his apparent lack of attention to other matters pertaining to his estate, it is equally probable that he decided not to implement a 50/50 shareholding arrangement regarding ACC and to provide for Gina otherwise. In this regard, two matters are relevant.

[54] Given the absence of any evidence that ACC had any assets prior to 2011 and that it was only revived in that year because of an unanticipated need for its name, ACC apparently had no value when it was incorporated in 1993 or at any time until after 2011. There was, therefore, little reason to pay attention to the shareholding arrangements of ACC until 2011 and, in particular, to issue any shares to Gina.

[55] In addition, to the extent that ACC had any assets used in the business of “All Canada Construction & Paving”, it would appear to make little sense to provide for a 50/50 shareholding arrangement in ACC and not in Trezzi, given that the business was conducted in both corporations. However, Gina does not suggest that she is also a 50% shareholder of Trezzi and there is no evidence to that effect.

[56] Third, Gina’s declaration on October 16, 2015 contradicts her position in these proceedings. There is no satisfactory explanation for her statement therein that Peter was the sole shareholder of ACC, other than that she was not aware of the contents of the minute book at that time. However, Gina had received the Shareholders’ Register reflecting her alleged 50 percent ownership of ACC in 2012.

[57] Fourth, the record does not include any financial statements of ACC that would have had to reflect the outstanding share capital although not the ownership of such shares.

[58] Fifth, Gina’s final argument is that any defect in her shareholding in ACC is equally a defect in Peter’s shareholding in the corporation for the reason that there is also no evidence that any shares were ever issued to Peter. I agree with this proposition. However, I do not think that it necessarily follows, as Gina implicitly suggests in making this argument, that Peter must therefore have issued the shares contemplated by the organizational documentation prepared in 1993 to each of them.

[59] In summary, there is unsigned documentation in the ACC minute book that, if executed, and if consideration had been paid for the shares, would have constituted each of Gina and Peter the holders of fifty common shares of ACC. At its highest, such documentation may reflect Peter’s consideration at the time of incorporation of ACC of an equal shareholding arrangement. However, there is no evidence that Peter ever implemented such a shareholding arrangement, that is, there is no evidence that the shares were ever issued. There is also some evidence that suggests that they were not issued and that Peter ultimately decided to carry on as the sole shareholder. Ultimately, Gina’s case rests on an alleged presumption in her favour which, in my view, is not available in the present circumstances. Based on the foregoing, I conclude that Gina has failed to establish, on a balance of probabilities, that she is the owner of any common shares of ACC.

Conclusion

[60] Accordingly, Gina’s application for a declaration that she is the owner of 50 percent of the outstanding shares of ACC is denied. In his cross-application, Albert seeks a declaration that Peter’s estate owns all of the common shares of ACC. In his factum, Albert seeks a declaration that Peter was the beneficial owner of all of the shares of ACC. However, this hearing addressed only the evidence and law regarding Gina’s alleged ownership of shares in ACC. It does not necessarily follow from the determination above that Peter owned the shares of ACC. I therefore decline to grant this relief at this time. If the parties require a determination of this issue, they should schedule a 9:30 am conference through the Commercial List.

Costs

[61] If the parties are unable to agree on costs of this hearing, they shall have thirty days to make written costs submissions not exceeding five pages in length accompanied by a costs outline in the form required by the Rules of Civil Procedure.

H.J. Wilton-Siegel J. Date: September 4, 2018