Court File and Parties

Court File No.: CV-17-0541-00 Date: 2018-09-19

ONTARIO

SUPERIOR COURT OF JUSTICE

B E T W E E N:

SEAN BOUTTELL Plaintiff

T. Rhaintre, for the Plaintiff

- and -

T-BAY MOVERS CORPORATION and KONRAD KUHNE Defendants

C. R. Bodnar, for the Defendants

HEARD: August 3, 2018, at Thunder Bay, Ontario

Mr. Justice F. Bruce Fitzpatrick

Decision on Partial Summary Judgment Motion

1The defendants, T-Bay Movers Corporation (“the Corporation”) and Konrad Kuhne (“Konrad”) (collectively referred to as the “Moving Parties”), move for partial summary judgment on one aspect of their counterclaim against the plaintiff, Sean Bouttell (“Sean”).

2Sean’s statement of claim seeks a declaration that a contract for the purchase and sale of shares in the Corporation that he made with Konrad in May 2017 is null and void. In the alternative, he seeks rescission of the contract. He also claims damages for breach of contract.

3The Corporation and Konrad defended the action and brought a counterclaim claiming several forms of relief.

The Motion

4On this motion, the Moving Parties seek only an order for the specific performance of an agreement they allege was reached between Konrad and Sean on November 5, 2017. They also ask that Sean’s claim be dismissed in its entirety. There is other relief claimed in the counterclaim including a claim for damages arising from an alleged unlawful conversion of assets or the making of injurious falsehoods.

5Having reviewed the parties’ evidence and facta filed and having heard their oral submissions, I find that a trial on the issue raised by the Moving Parties on this motion is unnecessary. I can achieve a fair and just adjudication of that issue now. Based on the evidence filed, I can make findings of fact, apply the law to those facts, and achieve a proportionate, expeditious, less expensive, and just result without having the issue proceed to trial. However, given the pleadings, there may be other issues that will require a trial. In order to facilitate the next steps in the litigation process, I am prepared to make findings of fact both on matters that are non-controversial and those that are disputed by the parties.

Background Non-Controversial Facts

6In my view, many of the background facts in this entire action were not in dispute as evidenced by the material that was placed before me on this motion. Given the monetary amount at issue in this litigation and the direction of the Supreme Court of Canada in Hryniak v. Mauldin, 2014 SCC 7, [2014] 1 S.C.R. 87, I am going to start by making findings of fact on matters that I view as non-controversial. These facts will not require any further proof if the matter continues to trial following this judgment.

7I find that prior to May 26, 2017, Konrad was the sole shareholder of the Corporation. The Corporation carried on a small moving business in the city of Thunder Bay. On May 26, 2017, Konrad and Sean entered into a written agreement (the “First Contract”). Sean became a 50% shareholder of the Corporation by the terms of the First Contract. From May 26, 2017, to the date of this judgment, there were no other shareholders of the Corporation.

8Sean was also to become a director of the Corporation as a result of the First Contract. As consideration for his purchase of shares, Sean paid Konrad $65,000.

9Sean worked as a manager for the Corporation from June 2017 until November 8, 2017. He was responsible for coordination and on-the-ground management of operations. Sean was never issued his shares by the Corporation or the shares were never transferred from Konrad to Sean. Sean never became a director of the Corporation.

10After signing the First Contract, the Corporation bought two new trucks. The Corporation placed title to these two trucks in Sean’s name. One other truck remained in the possession of the Corporation. The business of the Corporation used all three trucks.

11In July of 2017, Sean became concerned about a debt of approximately $60,000 that the Corporation owed to the Canada Revenue Agency (the CRA debt). The CRA debt was in relation to source deductions and HST that had not been remitted.

12Sean was uncomfortable with the lack of information he had about this CRA debt. As a result, he approached Konrad to attempt to resolve the issue.

13On October 30, 2017, Sean sent Konrad an email that contained two options to resolve the dispute between them. The email read as follows:

Hey Konrad,

My lawyers have the copy of the file and all of our financials, they want to get the full story before we sit down with them, if that is what we choose.

The way I see it, we have two options, option A and option B if you will.

Option A:

You do not register me shares, you hand over the assets, I will start up a new company that you will not be involved with. For this, I will give you half of the earnings over the next two years.

Option B:

You give me a cheque for $65 000 by the end of November and I walk away with no shares issued to me from TBay Movers and we go our separate ways.

Both options have the other party walking away.

We can do this with or without lawyers, it all depends on which way you want to go.

If you would like to sit down and we can talk this out in person I would be willing to do that.

Let me know what you would like to do.

Sean Bouttell 807-707-2149

14What followed was a series of four back and forth emails between the parties. The text of the emails is relevant to my decision, and it was not in dispute that the emails were sent and received. The emails read as follows:

From Konrad November 4, 2017

Sean,

Please consider the following. It may solve this matter quickly, amicably and satisfy our mutual interests.

• I remove you as a shareholder then sign assets over to you.
• This would mean I am the sole shareholder of the Corp and you would run the business, solely, with all assets.
• We calculate the total HST and Payroll dues owed by T-Bay Movers Corp and your new found company would compensate the Corp for this amount, using its profits. This may in fact be cheaper than 2 years of 1/2 profit, previously proposed.

I hold liability for the Corp and we walk our separate ways.

Let me know.

Konrad

From Sean November 5, 2017

Konrad,

The only way this would work is if I did not have to take on the tax liability of the company as it is more than 50% of the profit over two years.

Also, so we are both on the same page for the assets they would include:

Name Phone number Truck Trailer Equipment (pads, straps etc)

Sean Bouttell

From Konrad November 5, 2017

Sean,

Based on cash flows (without reids), the company would approximately generate $60,000/year in profit.

Based on this estimate, 2 years of 1/2 profit would equal $60,000.

The amount that your new company compensates T-Bay Movers Corp would be capped at a maximum of $60,000.

With receipts, etc. I will calculate the total dues for T-Bay Movers Corp. If it is below $60,000, the total your new company compensates T-Bay Movers Corp would be the lessor amount; if it is above, the total your new company compensates T-Bay Movers Corp is capped at $60,000.

Therefore your new company is guaranteed payment equal or less than 2 years of 1/2 profit.

We come to an agreement on a payment schedule.

I would be the only shareholder of T-Bay Movers Corp and would hold sole responsibility of it’s tax liability.

I sign over all assets and we walk our separate ways.

I am in agreement with the list of assets.

Let me know.

Konrad

From Sean November 5, 2017

Konrad,

That sounds fair to me. I will speak with my lawyers this week to get this written up and we will go from there.

One item I forgot in the assets would be the business website domain. I hope this will not be a deal breaker.

Thanks,

Sean Bouttell

15For the sake of clarity, I will refer to these exchanges globally as the “Second Contract.”

Positions of the Parties

The Moving Parties, the Corporation and Konrad

16Konrad argues the email exchange clearly and unequivocally indicates a meeting of the minds between the parties. Konrad made a clear proposal to Sean. Sean agreed to sell his shares of the Corporation making Konrad the Corporation’s sole shareholder. Sean would receive all the assets of the Corporation including its domain name. Sean would continue to run the moving business using those assets in a new corporation owned by Sean (the “Newco”). In return for this asset transfer, the Newco would pay the Corporation up to $60,000 over two years. The Newco would be responsible to pay no more than $60,000. Also in consideration of the payment for the $60,000, the CRA debt would be the sole responsibility of the Corporation. Sean and the Newco would have no more interest or liability in the Corporation.

17Konrad submits that granting specific performance would eliminate Sean’s claim in its entirety. In the statement of claim, Sean seeks the following (with claims for prejudgment and post judgment interest and costs):

(a) A declaration that the contract for the purchase and sale of shares of the Defendant T-Bay Movers Corporation is null and void; (b) Damages on a quantum meruit basis for breach of contract in the amount of one hundred twenty-five thousand dollars ($125,000); (c) Or, in the alternative, liquidated damages for breach of contract and consequential damages in the amount of one hundred twenty-five thousand dollars ($125,000); (d) Or, in the alternative, an Order for rescission of the contract for purchase and sale of shares and an Order for the return of the purchase price and related expenses.

18The essence of Sean’s claim is to unwind the transaction where he became a shareholder of the Corporation. Konrad submits the parties have already done that.

19Konrad argues that his evidence should be preferred on the motion. Sean has not put his best foot forward in his responding affidavits, and therefore, his evidence should be discounted.

The Responding Party, Sean

20Sean submits that the emails do not evidence a meeting of the minds. What they do evidence is his intention to seek legal advice once Konrad made the proposal. Sean argues an objective party would not read the emails as creating anything other than an intention by Sean not to enter into a binding contract until he has obtained independent legal advice. According to Sean, no contract would exist until formal documents were prepared.

21Sean had an alternative position. He submits that all the essential terms of an agreement are not contained in the emails. He cites a number of deficiencies in the scope of the terms, but relies in particular on several things which he argues make the agreement voidable or illegal. First, because ss. 184(3) to (8) of the Ontario Business Corporations Act, R.S.O. 1990, c. B-16 (the “OBCA”) provides that the sale of all or substantially all of the assets of a corporation requires the approval of all shareholders by way of a special resolution, this would have been an important term of the contract as proposed by Konrad. There is no reference to this in the emails. Second, Sean submits that the Second Contract is void as it is illegal for lack of compliance with the OBCA. Sean also argues that the essence of the contract is an attempt by the Corporation to make itself judgment proof. Sean’s allegation is that, by selling all its assets, the Corporation can avoid paying the CRA debt.

22Sean argues that there is a genuine issue for trial as the evidence does not indicate the parties made an agreement to resolve their dispute and submits that the motion should be dismissed. Subsequently, a just result cannot be achieved as the court is not in a position to make the necessary findings of fact to determine whether there is a binding agreement between the parties.

The Law

23Both parties agreed that the test as articulated by the Supreme Court of Canada in Hryniak v. Mauldin, 2014 SCC 7, [2014] 1 S.C.R. 87 applies on a motion for summary judgment of this type. The essential principles from that decision are set out as follows, at paras. 4-5, 57, and 66:

4 …[A] trial is not required if a summary judgment motion can achieve a fair and just adjudication, if it provides a process that allows the judge to make the necessary findings of fact, apply the law to those facts, and is a proportionate, more expeditious and less expense means to achieve a just result than going to trial.

5 …[S]ummary judgment rules must be interpreted broadly, favouring proportionality and fair access to the affordable, timely and just adjudication of claims.

57 On a summary judgment motion, the evidence need not be equivalent to that at trial, but must be such that the judge is confident that she can fairly resolve the dispute. A documentary record, particularly when supplemented by the new fact-finding tools, including ordering oral testimony, is often sufficient to resolve material issues fairly and justly. The powers provided in Rules 20.04(2.1) and 20.04(2.2) can provide an equally valid, if less extensive, manner of fact finding.

66 … [T]he judge should first determine if there is a genuine issue requiring trial based only on the evidence before her, without using the new fact-finding powers. There will be no genuine issue requiring a trial if the summary judgment process provides her with the evidence required to fairly and justly adjudicate the dispute and is a timely, affordable and proportionate procedure, under Rule 20.04(2)(a). If there appears to be a genuine issue requiring a trial, she should then determine if the need for a trial can be avoided by using the new powers under Rules 20.04(2.1) and (2.2). She may, at her discretion, use those powers, provided that their use is not against the interest of justice. Their use will not be against the interest of justice if they will lead to a fair and just result and will serve the goals of timeliness, affordability and proportionality in light of the litigation as a whole.

24I was referred to a number of other decisions in both written and oral argument. Many were general authorities on basic contract law. In addition, both parties acknowledged that the established authorities on summary judgment motions stress the necessity for all parties to ensure that they put their best foot forward with respect to either the existence or the non-existence of a genuine issue for trial.

Decision

Did Each Party Put their Best Foot Forward?

25In my view, Konrad has put his best foot forward on this motion, and Sean has not. The emails are critical to this matter. I find the emails do indicate a meeting of the minds. Sean’s failure to deal with the emails in his affidavit material was significant. It was clear from the Moving Parties’ material this would be the thrust of the attack by the defendant. This was Konrad putting his best foot forward and saying, “Here is the evidence of the contract we made.” This requires a response. Sean does not even mention the emails after October 30, 2017, other than to say, “During late October and early November of 2017, I engaged in informal discussions with Konrad in order (to) find a way for Konrad to repay me.”

26This is not what happened. Sean exchanged four other emails with Konrad, the penultimate one, which stated “that sounds fair to me” in response to a detailed proposal from Konrad, went to the heart of the dispute between these men whose business relationship clearly had broken down. Sean then replied, “I will speak with my lawyers this week to get this written up and we will go from there.” I find that, in the context of a contractual negotiation, a party who states that they will have something “written up by their lawyers” means that the agreement has been made and it just needs to be formalized in writing. It does not indicate that an agreement will be conditional on obtaining further advice from counsel as to the essential elements of the contract.

27I have all this evidence in writing in the emails. It is clear to me what occurred.

28In my view, Sean has placed evidence before the court that is irrelevant to the issue to be decided on this motion, other than by way of general background. This evidence concerns why he decided to purchase the shares further to what he called the First Contract and what considerations were important to him about why he decided to buy the shares in the first place. Also, the submissions of Sean’s counsel regarding the illegality of the contract, or why it was void, or whether it was a fraudulent conveyance were not based on any evidence that was actually in the record placed before the court. Sean’s affidavit does not raise these issues. He does not even vaguely hint at them, nor does counsel’s cross examination of Konrad raise these issues in any cogent way.

29Counsel for Sean also questioned Konrad about the CRA debt. At Question 92 of the cross examination on July 23, 2017, counsel asked Konrad directly if he had a plan to pay off the debt, and he said he did. Konrad said the Corporation had cash of approximately $70,000 to pay off the $60,000 CRA debt. In my view, this is a definitive answer to any suggestion that the proposed transaction was an attempt to evade creditors. Even if this does not resolve the issue, the CRA could hold Konrad personally liable for the debt as the sole director of the Corporation at the time the CRA debt was incurred if the Corporation fails to pay it (see s. 227.1 of the Income Tax Act, R.S.C., 1985, c. 1 (5th Supp.)). Sean was never formally made a director. In my view the Second Contract eliminated completely any possibility that he would considered to have been ever so.

30I find that Sean put forth no evidence whatsoever that would allow this court to even realistically entertain such submissions let alone make such findings about whether the contract at issue was a fraudulent conveyance.

31Also, the argument about the contract being a potential violation of the OBCA was at best a red herring. There was no direct evidence about this from either of the parties. In a small, closely held corporation such as the Corporation in this case, it seems to me to be a mere formality or a technicality for solicitors to prepare the necessary documentation to effect what was the real essence of the agreement between the parties: to move the assets from the Corporation to the Newco. The OBCA provisions are designed to ensure all shareholders know what is going on when a company takes an extraordinary step of divesting itself of all its assets. In this case, Sean had not formally become a shareholder. However, he and Konrad were the only potential shareholders of the company, and they made an agreement to end that arrangement and have Sean divest himself of any interest in the Corporation. I find there is no evidence that the Second Contract as evidenced by the emails was void or voidable.

32As noted above, on this motion, I find that Sean has not put his best foot forward. He is seeking to rely on vague assertions in his affidavit material. I do not find these to be credible. This is because they do not address the issue that has been squarely placed before the court, namely that Konrad asserts an agreement was reached. Konrad relies on emails from Sean to make that assertion. On a motion for partial summary judgment, Sean must answer that assertion and put his best foot forward with evidence that credibly refutes that position.

33I do not find Sean’s affidavit evidence to be credible on the essential issue as to the existence of a contract between the parties. His affidavit contains 34 paragraphs. Paragraphs 1 to 26 deal with background and the reasons why Sean wanted to make an arrangement to get his money back. Then in paragraph 27, Sean says he “solidified the conversations in an email dated October 30, 2017.” The text of that email appears previously in this judgment. I find, on a plain reading of this email, Sean made an offer to Konrad. It has two options. It distinctly does not say words to the effect that Sean will not under any circumstances enter into a further agreement without independent legal advice. In fact, it says, “We can do this with or without lawyers, it all depends on which way you want to go.” These words are clear. Lawyers are optional, and the option belongs to Konrad.

34The parties then continued to communicate by email. Sean’s affidavit makes absolutely no reference to the specific text of these emails. I therefore find overall his evidence to be vague and imprecise. The evidence that might remotely be said to touch on the critical exchange of emails are paragraphs 29 through 33. The evidence is:

29 I did not tarnish the reputation of either of Konrad Kuhne or T-Bay Movers Corporation. However, due to the circumstances of the failed contract, I no longer trusted Konrad and I was not willing to enter into another contract with them without proper legal advice. 30 I clearly communicated to Konrad on a number of occasions that I would not be bound by any further agreement with him in the absence of legal advice. 31 The act of signing a contract represents that I have had a chance to get the advice I need and am therefore ready and willing to commit to a well-defined agreement. 32 During various conversations I had with Konrad Kuhne regarding the situation, I never reached a point where I was certain enough about the terms in order to set my signature to a contract. 33 And specifically, I had no intention to enter a business acquisition agreement with Konrad Kuhne based on informal correspondences. All email correspondence, text messages, and oral communications were for the sole purpose of assessing possibilities and any common ground.

35These are bald assertions. Paragraph 31 appears to be a conclusion of law. I disagree that the terms set out in the emails were so uncertain as to not evidence an intention to form an agreement as Sean asserts at paragraph 32.

36There is no basis in this evidence for any assertion that the proposed contract was an attempt to evade creditors or that the contract was void ab initio as being an illegal contract. The submissions Sean’s counsel made on these points have no evidentiary foundation on this motion. I do not take any account of them.

Was there a Binding Contract?

37What is most relevant to the motion as framed by Konrad were the five emails that took place between these parties from October 30, 2017, to November 5, 2017. This is a period of six days. It does not seem rushed or ill considered. Yet in his affidavit, Sean does not even comment on four of the emails, including the most important one, the one of November 5, 2017, where I find he made an agreement with Konrad.

38I find the text of the five emails to be most relevant to the issue of whether there was a meeting of the minds. I do so because of the content of the October 30, 2017, email. In my view, this email was an offer made by Sean to Konrad outlining that the two men would no longer be involved in the Corporation’s business together. Once that offer was made, evidence as to why they were in business together, or why Sean had bought the shares, or why Sean wanted out of the business was irrelevant to a consideration of the issue as to whether or not the parties had subsequently formed a contract. An objective analysis of the reasonable expectations of the parties can be undertaken solely by reviewing the emails. They are clear and unequivocal. I find that, in those emails, there was no statement by Sean that either subjectively or objectively indicated that he would not enter into a contract without independent legal advice. That submission is without merit in my view.

39What matters is the fact that both parties clearly expressed a desire to unwind the transaction. Konrad says an agreement was reached with respect to that issue. Sean says no agreement was reached. I prefer Konrad’s evidence on this point. Sean’s evidence goes to tangential matters and does not deal head on with his words “that sounds fair to me.” I agree with Konrad’s submissions that those words evidence Sean’s agreement to the terms proposed by Konrad. The negotiations were at an end. The fact that Sean wanted to get it “written up by the lawyers” was not a condition on further agreement. I also find that this statement was not notice that Sean needed legal advice before he would agree to anything. It ignores the clear and well understood meaning of the words, “sounds fair to me” which I understand to mean “I agree”.

40Konrad’s counsel relied on the relatively recent decision of Shaw J. in Lakehead Ironworks Inc. v. 183340 Ontario Ltd, 2017 ONSC 280, 280 A.C.W.S. (3d) 499. Lakehead Ironworks dealt with a similar fact pattern in so far as an exchange of emails was at issue, albeit the issue in that case was whether a settlement had been reached. Shaw J. found that a settlement agreement was analogous to a contract. The emails in Lakehead Ironworks ended with an email that contained the phrase, “I will have Evan [a lawyer] draw up an agreement and sent it to Dan [a lawyer]” (at para. 15) (emphasis added). Shaw J. reviewed the basic law of contract and, relying on the Court of Appeal decision in Olivieri v. Sherman, 2007 ONCA 491, 86 O.R. (3d) 778, at para. 46, found that, if an agreement was only conditional, “one would have expected to see language that expressly made one or more terms ‘subject to further agreement’” (Lakehead Ironworks, at para. 39).

41In this case, I find the language of the emails, in particular the last one from Sean to Konrad on November 5 where he says “sounds good to me,” did not expressly make one or more terms subject to further agreement. To me, Sean’s complete failure to address this in his affidavit material represents a recognition of the weakness of his position.

Are the Moving Parties Entitled to Specific Performance?

42I have considered the fact that the Moving Parties seek specific performance. Sean is clearly refusing to perform the Second Contract. Therefore I find he is in breach of the contract. The issue then becomes whether or not damages an adequate remedy.

43In UBS Securities Canada Inc. v. Sands Brothers Canada Ltd., 2009 ONCA 328, 95 O.R. (3d) 93, at paras. 96, 99, and 100, Gillese J.A., writing for the court, stated:

96 There is no dispute about the applicable legal principles. When fashioning a remedy for a breach of contract, the object is to place the injured party in the position that he or she would have been had the contract been performed. Typically, damages are ordered. However, where damages are inadequate to compensate an injured party for its losses, specific performance may be ordered. Accordingly, specific performance may be ordered where the subject matter of a bargain is unique or irreplaceable because, in those circumstances, damages may be inadequate. The remedy for an anticipatory breach of contract is discretionary. The exercise of discretion requires an assessment of the parties' conduct and the factual context.

Adequacy of damages

99 Specific performance may be ordered in connection with the shares of a private company because, as in the present case, such shares may not be readily available on the market and valuation can be difficult…

100 The uniqueness of the property that is the subject of the contract is one, non-determinative factor in deciding the appropriateness of specific performance. The underlying principle is that if the property is unique, it should be delivered up because damages would not put the party in the position they would have been in but for the breach…

44In my view, damages would not be adequate to place Konrad in the position he would otherwise be in if Sean performed the contract. Despite the problems formalizing the shareholdings, there are only two possible shareholders of the Corporation. There is no ready market for the shares. I find that the shares of the Corporation are unique. An award of damages would not rectify what the parties have intended to do, which is to finalize Sean’s relationship with the Corporation. Also, it is clear that Sean was going to carry on with the enterprise of the moving business with the assets of the Corporation. Damages flowing from this failure would be difficult to quantify. The conduct of the parties and the context of this matter leads me to conclude that specific performance is the only adequate remedy for the breach at issue.

Conclusion

45I therefore find that there is no genuine issue for trial with respect to the Moving Parties’ claim for specific performance of the contract. Accordingly, the claims in Sean’s statement of claim are meritless in light of his clear agreement to resolve the matter with Konrad as expressed in the emails. The statement of claim relies on there being no Second Contract. It is premised on Sean claiming damages for an agreement that I find was terminated by the operation of the Second Contract. Therefore there is no genuine issue for trial in the matters raised in Sean’s statement of claim.

46The Moving Parties are seeking enforcement of this Second Contract as relief on this motion for partial summary judgment. I have found that specific performance is an adequate remedy. Both Sean and Konrad clearly wanted to finalize their relationship according to the agreement evidenced by their emails. The events leading to the manner in which the contract was made is irrelevant, other than by way of background. I find that the essence of the agreement is set out in the emails. The context, as evidenced by the background facts, does not create any question as to why or how the two men were to resolve their differences. It is apparent that both men clearly stated their desire to make a new agreement which would unwind the first agreement and see the parties go their separate ways. This eliminates the claims raised in Sean’s statement of claim.

47Partial summary judgment will be granted. Konrad is entitled to an order for specific performance of the agreement reached on November 5, 2017. The statement of claim in this action will be dismissed with costs.

48I appreciate that the parties may need to create a formal contract in order to complete or implement the agreement as it involves corporate entities. To assist this process, I find the agreement provides as follows:

1. A new corporation (the Newco), incorporated by Sean, will pay T-Bay Movers Corporation (the Corporation) up to $60,000 over a two year period, calculated from the date of closing of this agreement;
2. As consideration for the payments in paragraph 1, the Corporation will transfer all of its assets to Newco upon closing;
3. Sean will release any claim he has against the Corporation to be a shareholder or Director of the Corporation;
4. The Corporation will be responsible for any and all debts owing to the Canada Revenue Agency for HST and employee withholdings (estimated to be $60,000) as of November 5, 2017; and
5. Newco and the Corporation will execute a formal contract containing all necessary terms including releases to effect this agreement.

49In my view, the defendants are entitled to an order for specific performance encapsulating the above noted terms. I am prepared to make such an order, which would include a dismissal of the claim as well. However, in the event the parties wish to engage in the negotiations necessary to create a more formal document, which would implement what I have found to be a binding agreement between the parties to this motion, I invite the parties to arrange a case conference before me within 30 days of the release of these reasons so this matter can be finalized and costs can be addressed as well.

50Any appeal period in respect of this judgment will run from the date of the release of my order as to costs or the further reasons as to the final order in this matter. In my view, this is the most cost effective, efficient, and just manner to deal with the results of the motion before this court.