Court File and Parties

Court File No.: CV-18-00608-82-0000, CV-18-000611498-0000, CV-18-00605972-0000 Date: 2019-07-19 Superior Court of Justice – Ontario

Court File No.: CV-18-00608-82-0000 Re: Premium Properties Limited and Colonia Trustco Inc., Plaintiffs And: Nightingale Films Holdings PTY Ltd., Nightingale Pictures PTY Ltd., Bron Creative Corp., Aaron Gilbert and Jason Cloth, Defendants

Court File No.: CV-18-000611498-0000 Re: Premium Trust Inc., Plaintiff And: Harmon Films, LLC, Harmon Monster Films, Inc., Creative Wealth Media Finance Corp., Bron Studios USA Inc., Aaron Gilbert and Jason Cloth, Defendants

Court File No.: CV-18-00605972-0000 Re: Premium Properties Limited, Colonia Trustco Inc., JAAM Ltd., Corinthian Enterprises Inc. and McFlow Capital Corp., Plaintiffs And: Creative Wealth Media Finance Corp., Henchmen Productions Inc., Jason Cloth and Bron Studios USA, Inc., Defendants

Before: W.S. Chalmers, J.

Counsel: W. A. Derry Millar and John M. Buhlman, for the Plaintiffs Alexander Rose, Patrick Corney, for the Defendants, Nightingale Films Holdings Pty. Ltd., Nightingale Pictures Pty. Ltd., Bron Creative Corp., Bron Studios USA Inc., and Aaron Gilbert Eric Golden, for the Defendants, Jason Cloth and Creative Wealth

Heard: April 17, 2019

Addendum Endorsement

[1] In addition to the various motions which were the subject matter of the Endorsement dated June 24, 2019, the Defendants, Harmon Films LLC and Harmon Monster Films, Inc. (the "Harmon Defendants") brought a motion in the Monster Claim, for an order striking the claim against them.

[2] In paragraph 1(a) of the Monster Claim, the Plaintiff, Premium Trust claims $2,203,630 in principal owing to it, for repayment of a loan made to the Harmon Defendants pursuant to an Amended and Restated Term Sheet signed on October 25, 2016, but effective as of August 18, 2016, and a Participation Agreement dated October 25, 2016.

[3] Although Premium Trust claims that the action against the Harmon Defendants is in breach of contract, there is no allegation in the Monster Claim that there was any contract between Premium Trust and the Harmon Defendants. At paragraph 21 of the Monster Claim, it is alleged that Premium Trust executed the Amended and Restated Term Sheet with Creative Wealth. At paragraph 23 it is alleged that Premium Trust executed the Participation Agreement with Creative Trust. The Harmon Defendants were not parties to those agreements. At paragraph 19 it is alleged that Creative Wealth executed a master loan agreement with the Harmon Defendants and Bron Studios. Premium Trust was not a party to the Loan Agreement.

[4] Although there is no allegation in the Monster Claim that there was a contract between Premium Trust and the Harmon Defendants, it is alleged at paragraph 23 that pursuant to the Participation Agreement, Creative Wealth sold to Premium Trust an undivided fractional interest in the loan made to the Harmon Defendants. Although an undivided fractional interest in the loan is alleged to have been sold to Premium Trust, there are no allegations that this resulted in Premium Trust having any contractual rights as against the Harmon Defendants.

[5] At paragraph 24, it is alleged that pursuant to the Participation Agreement, Creative Wealth was responsible for enforcing the loan and collecting payments from the Harmon Defendants. There is no allegation that the Harmon Defendants owed any obligations directly to Premium Trust. There is no specific allegation that the Loan Agreement was assigned to Premium Trust.

[6] At paragraph 25, it is alleged that Harmon failed to make any payment towards the loan and interest. There is no allegation in the Monster Claim that Harmon was contractually required to make any payments to Premium Trust. Similarly, it is alleged at paragraph 26 that Harmon failed to provide an accounting of sales, expenses, income, or profit. However, there is no allegation that Harmon was contractually required to provide an accounting to Premium Trust.

[7] The Monster Claim does not allege that the Harmon Defendants had a contract with Premium Trust or owed any duty to Premium Trust. As a result, the Monster Claim does not sufficiently plead a cause of action against the Harmon Defendants. I order that paragraph 1 of the Monster Claim is struck.

[8] I grant the Plaintiff leave to amend, pursuant to R. 26.01 of the Rules of Civil Procedure. The amended pleading shall be served on the Defendants within 30 days of the date of this Addendum Endorsement.

Corrigendum

[9] The Endorsement dated June 24, 2019, contains an error in that the Endorsement refers to a motion brought by Creative Wealth to strike out the claims arising out of gross negligence in the Monster Claim. As referenced at paragraph 3(b) of the Endorsement, Creative Wealth did not bring a motion in the Monster Claim.

[10] Therefore, the following words and phrases are to be removed from the Endorsement:

Para. 44 - first sentence – remove the words, "Creative Wealth", and in the second sentence – remove the words, "as against Creative Wealth for damages for gross negligence in paragraph 2(a), and ";

Para. 65 - first sentence – remove the words, "and Creative Wealth";

Para. 69 - heading Monster Claim, third bullet point, first and second sentence - remove the words, "Creative Wealth";

Para. 70(c) - remove the words, "Creative Wealth".

Date: July 19, 2019

Chalmers J.