Court File and Parties

COURT FILE NO.: CV-18-0004151-000OT DATE: 20200520 SUPERIOR COURT OF JUSTICE - ONTARIO

RE: Jim Pradeesh, Applicant AND: Doreen Grace Abraham, Caroline Abraham, Wilfred Baskaran Abraham, P.H.E. Contractor Sales Ltd. and Scorpio Speciality Services Inc., Respondents

BEFORE: C. Gilmore, J.

COUNSEL: E. Upenieks and J. Waxman, Counsel, for the Applicant T. Evangelidis and M. Dhaliwal, Counsel for the Respondents

HEARD: May 13, 2020

Endorsement

Overview

[1] The moving party Respondents seek the following relief on this motion:

a. An order declaring that the Applicant has breached the October 30, 2018 order of Diamond, J. (“the Disclosure Order”) and is in contempt of that order. b. An order requiring the Applicant to provide the Respondents and the Monitor (BDO Canada LLP) with complete access to all Scorpio Speciality Services Ltd. related email accounts including Scorpio related communications through the Applicant’s mobile phone. c. An order directing an investigation of Scorpio and FirePro Contracting (“Firepro”) pursuant to s.161 of the Ontario Business Corporations Act (“the OBCA”) and converting the current Monitor to an Inspector. d. An order setting aside the March 20, 2019 (“the Restraining Order”) and the July 5, 2019 (“the Affirming Order”) orders of Diamond, J. to allow the Respondent Wilfred Abraham (“Mr. Abraham”) access to job sites and permit communication with contractors and subcontractors of Scorpio. e. In the event the Restraining Order and the Affirming Order are set aside, an order varying the Costs Endorsement of Diamond, J. dated August 29, 2019.

[2] Counsel for the Monitor was present at the motion but took no position on the relief sought.

Factual Background

[3] The company in issue in this proceeding is Scorpio Specialty Services Inc. (“Scorpio”), a closely-held fireproofing company started in 2013 by the Applicant and Mr. Abraham. Mr. Abraham is the sole officer and director of the corporate Respondent, P.H.E. Electrical Contractor Sales Ltd. (“PHE”) which he started in 1994. After meeting the Applicant in 2013, Mr. Abraham asked him to join with him in a new company which became Scorpio in 2013.

[4] For union related reasons, Mr. Abraham did not want his name attached to Scorpio. As such, the two shareholders of Scorpio became the Applicant and Mr. Abraham’s daughter, the Respondent Doreen Abraham (“Doreen”). It was understood that Mr. Abraham would act as Doreen’s proxy in all matters as she was 20 years old when Scorpio was incorporated and had no experience in the fireproofing business.

[5] It is uncontested that there has never been a written Shareholder’s Agreement, Partnership Agreement or in fact anything in writing documenting Mr. Abraham’s alleged beneficial interest in Scorpio. Mr. Abraham maintains that to the outside world he was known as the owner of Scorpio and a seasoned veteran of the construction industry.

[6] The Applicant’s position is that Mr. Abraham should be treated as a stranger to Scorpio. The issue of Mr. Abraham’s status with respect to Scorpio is very much contested in this proceeding although there is no dispute that the Applicant and Mr. Abraham ran Scorpio from 2013 to 2018.

[7] The demise of Scorpio and the reasons for the commencement of this Application in September 2018 are also in dispute. Mr. Abraham’s position is that he gave the Applicant more independence within Scorpio and then discovered some questionable transactions between the Applicant and some subcontractors; namely Jawneh and AG Construction. After this discovery, Mr. Abraham announced that his practice of leaving pre-signed cheques for the Applicant would end and that company expenses would be vetted. Upon his return from vacation in September 2018, Mr. Abraham discovered that the Applicant had emptied Scorpio’s office and taken the company computers and keys to storage lockers.

[8] The Applicant then demanded that Doreen sell her shares in Scorpio to him and when she refused, he alleged oppression, fraud and misrepresentation against Mr. Abraham including maintaining his position that Mr. Abraham was a “stranger” to Scorpio.

[9] The Applicant’s version of this history is that Mr. Abraham began behaving inappropriately towards him and other contractors/subcontractors and threatened to destroy the Applicant and lock him out of Scorpio. The Applicant then commenced this Application. In addition to claims of oppression, he sought a restraining order against Mr. Abraham and that Scorpio be wound up.

[10] At the initial appearance on October 30, 2018, Diamond, J. made an order that Scorpio be wound up and appointed BDO as the Monitor. The parties also agreed on consent to the following terms in the Disclosure Order:

11. THIS COURT ORDERS that the Company shall forthwith create an administrative e-mail account for the Company which both Jim Pradeesh and Doreen Abraham shall be copied on all Company emails and further orders that Jim Pradeesh and Doreen Abraham shall have equal access to the new administrative account and the Company’s computer and e-mail server. Where the e-mail server is concerned, Jim Pradeesh and Doreen Abraham shall only have the ability to view the e-mails on the servers but not to create or send e-mails in each other’s names.
12. THIS COURT ORDERS that Jim Pradeesh and Doreen Abraham shall only use the Company e-mail server for Company business and not for personal use.

[11] The contempt relief sought by the Respondents relates to their allegation that the Applicant has deliberately breached the above provision with respect to both the Administrative Account (“the Admin Account”) and the e-mail server.

[12] The balance of the Applicant’s Application was adjourned to March 20, 2019 to allow for cross-examinations. The Application was further adjourned to June 20, 2019 but a term of the adjournment was the temporary Restraining Order against Mr. Abraham.

[13] On March 20, 2019 the court found that without any written documentation to confirm Mr. Abraham’s status with Scorpio he could be said to be trespassing on job sites and without status to involve himself in Scorpio’s affairs. As such, Mr. Abraham was restrained from attending job sites or communicating with contractors or subcontractors pending further court order or agreement between the parties. In its reasons, the court made reference to potential irreparable harm to the Applicant’s reputation being caused by a “stranger” to Scorpio although the use of the term stranger was not used in the actual order.

[14] On June 20, 2019 the Application was argued. At that time the Applicant advised the court he was no longer seeking any oppression related orders. He sought a salary increase from $50,000 to $98,800, repayment by P.H.E. of an alleged loan of $150,000 to Scorpio, and a continuation of the Restraining Order against Mr. Abraham until Scorpio was wound up. In its reasons released on July 5, 2019, the court determined that it was unable to grant any of the relief sought by the Applicant due to the number of material facts in dispute. The court continued the Restraining Order on an interlocutory basis (“the Affirming Order”).

[15] The Applicant subsequently obtained leave to convert his Application to an Action and the Statement of Claim was served on March 23, 2020. No defence has been filed pending a request for Particulars and a possible pleadings motion.

[16] The Respondents seek to set aside the Restraining Order on the basis of material non-disclosure. In late 2019 the Respondents discovered that the Applicant had incorporated a new fireproofing business called Scorpio Contracting in September 2018 and that the Applicant had been carrying on business under New Scorpio. The business name was not changed to FirePro until April 14, 2020.

[17] The Respondents’ position is that had the court known of this at the time of making the Restraining Order and the Affirming Order it would not have made those orders. The orders were obtained by the Applicant while intentionally preventing the Respondents from learning about New Scorpio. The Respondents did not actually learn of New Scorpio until the Monitor discovered an email inadvertently sent by the Applicant using the New Scorpio email signature in December 2019.

[18] The Applicant denies any material non-disclosure. His position is that FirePro is a small business with different customers from Scorpio. Mr. Abraham has been aware of FirePro’s existence for over a year as they work in the same community. Further, there is no non-compete clause in any agreement. Finally, Scorpio is no longer a going concern and is in the process of being wound up. It has no new contracts and is not an entity with which FirePro could compete in any event.

[19] If successful in setting aside the Restraining Order and the Affirming Order, the Respondents seek to set aside the costs order related to those proceedings. The order of Justice Diamond dated August 29, 2019 does not make a costs order against either party. Rather, Justice Diamond was of the view that costs should be left to the trial judge given the material facts in dispute.

[20] The Respondents seek to convert BDO’s responsibilities from Monitor to Inspector to conduct investigations regarding the Applicant’s alleged non-disclosure related to both Scorpio and New Scorpio. The Applicant does not specifically disagree with this request so long as Mr. Abraham covers the additional fees and so long as BDO is also granted authority to investigate the loan dispute between the parties. The loan dispute is not before the court on this motion.

Issue #1 – The Alleged Breach of the Disclosure Order by the Applicant – Contempt

Positions of the Parties

[21] The Respondents remind the court that the Disclosure Order was the product of a hearing requested by the Applicant. The Applicant agreed to the wording of it as a consent order including the creation of the Admin Account. The Respondents are frustrated by the lack of responsiveness of the Applicant to their repeated requests for the username and password to Scorpio’s email server in accordance with paragraph 11 of the Disclosure Order.

[22] The Applicant has refused these requests. His position is that all substantive information has already been provided either to the Respondents directly via the Admin Account or to BDO. Further, his interpretation of the Disclosure Order does not include the email server and that equal access by the parties applies only to the Admin Account. Finally, the Applicant concedes that he has been using the server for personal reasons related to communication with his lawyer. The Applicant also concedes that there has been some inadvertence in failing to disclosure certain emails. That has been rectified and he is now in substantial compliance.

[23] The Respondents point out that paragraph 12 of the Disclosure Order makes it clear that the server is not for personal use. Their position is that the Applicant is putting his own gloss and interpretation on the Disclosure Order by deciding what is important enough to disclose and what is not. The Respondents argue that the Disclosure Order could not be clearer and that the Applicant’s admission of “substantial compliance” is an acknowledgement that he is in breach of the Disclosure Order.

[24] According to the Respondents, the breaches of the Disclosure Order became critical when Mr. Abraham found out through the Monitor that Scorpio had $100,000 in uncollected accounts dating back to April 2019 and heard rumours in the industry of Back Charges in relation to the Brampton Court House project. When Mr. Abraham demanded information from the Applicant, he received copies of emails written in April 2020 when the Applicant wrote to his construction lawyer to enquire about the points raised by Mr. Abraham. Counsel for Mr. Abraham argued that if not for this motion, no information would have been received. Without access to the server account, the Respondents are left in the dark until the Applicant decides they should have information.

[25] The Respondents are concerned that they have received copies of only 400 emails on the Admin Account, when the Applicant testified in cross-examination that he receives hundreds of emails a day.

[26] The Respondents submit they cannot rely on representations from the Applicant concerning complete disclosure given that he admitted that he did not copy the Admin Account on all Scorpio related correspondence and was not fully in compliance with the Disclosure Order. The Applicant claims to have rectified these oversights, but the Respondents have no way of verifying if this is actually the case.

[27] The most concerning issue is the evidence that was obtained from emails received by Doreen within minutes of the completion of the Applicant’s cross-examination on his affidavit sworn in support of this motion. The May/June 2019 emails are related to the Back Charges and were exchanged between the Applicant and the project manager for Graham Construction. The Respondents submit that this has seriously affected the credibility of the Applicant as those emails should have been disclosed in accordance with the requirements of the Disclosure Order. Further, the Respondents expressed significant concern that the Applicant clearly admitted to directing Scorpio to take the $30,000 loss represented by SCO No. 2 without consulting Doreen, the other 50% shareholder.

[28] The Applicant’s response is that the Respondents’ reaction is disproportionate as the Applicant was able to negotiate a reduction of the second Back Charge from $58,000 to $25,000. Scorpio still made a profit of $102,328 on a contract of $144,000. He points out that while emails were exchanged in 2019, the actual change order was not generated by Graham Construction until January 2020. Further, the Applicant is in discussions with Graham Construction regarding the registration of liens in relation to the Change Orders. The Respondents have been copied on those emails.

[29] The Applicant admits that he was “imperfect” in copying the email account with respect to the Change Orders and neglected to copy the Respondents on information relating to the Change Orders between January 31, 2020 and April 15, 2020 however the Respondents now have all the relevant information. Further, the Respondents could not have negotiated any better terms for the Change Orders since Doreen lacks the technical knowledge and Mr. Abraham was subject to the Restraining Order.

[30] The Applicant reminded the court that the Respondents have not raised concerns about the Admin Account until recently despite attendances before Justice Diamond in March and June 2019. The Admin Account was created in December 2018 and Mr. Abraham has routinely sent emails via this account.

[31] Finally, the Applicant notes that Mr. Abraham admitted that he failed to copy the Admin Account on operational emails related to payroll, liens, invoices, hold backs and deposits and cannot hold the Applicant to a standard which he himself does not meet.

[32] The Applicant objects to the Respondents having access to his own Scorpio account. He has used this for personal communication with his family and his counsel. In any event, this account is not contemplated as part of the Disclosure Order.

Analysis and the Law

[33] The test for obtaining a civil Order for contempt is high and unlike the burden of proof in other civil matters, must be determined on a quasi-criminal standard, that is, beyond a reasonable doubt.

[34] In Cary v. Laiken, 2015 SCC 17, at paras 32-35, the Supreme Court of Canada crystallized the test for civil contempt as follows:

a. The order alleged to have been breached must state clearly and unequivocally what should and should not be done. b. The party alleged to have breached the order must have had actual knowledge of it. c. The party allegedly in breach must have intentionally done the act that the order prohibits or intentionally failed to do the act the order compels.

[35] In my view, the facts in this case make it clear that the first two parts of the test are met. The consent Disclosure Order resulted from a motion brought by the Applicant. There is no issue that the order was made on the consent of all parties while represented by their counsel. The Applicant was aware of the wording of the consent order and had actual knowledge of it.

[36] I find that the wording of paragraph 11 of the Disclosure Order is clear that the following would occur:

a. An Administrative e-mail account would be set up; b. All Scorpio e-mails sent by the Applicant and Doreen would be copied to the Admin Account and both the Applicant and Doreen would have equal access to that account; c. Both the Applicant and Doreen to have equal access to Scorpio’s computer and e-mail server in order to view e-mails sent by the other but not create or send e-mails in the other’s name; d. Scorpio’s e-mail server is not be used for personal e-mails.

[37] The Admin Account was set up in December 2018. Unfortunately, it does not appear that the Applicant copied all Scorpio emails to that account. Specifically, he did not copy the account on emails related to the Change Orders in early 2020. He should have done so and has rectified that by sending the emails in April 2020.

[38] However, there is concern raised by the emails attached to Doreen’s affidavit that discussions with Graham Construction as far back as April and May 2019 were not copied to the Admin Account. The Applicant interpreted paragraph 11 of the Disclosure Order as meaning that he could decide which emails were important enough to copy to the Admin Account. I do not find that that is the intent of the Disclosure Order. The Disclosure Order required that all emails be copied.

[39] It appears that Mr. Abraham also determined that some emails need not be copied to the Admin Account. That is, both the Applicant and Mr. Abraham misinterpreted the scope of the consent order. It is this court’s view that contempt is too blunt an instrument to deal with what is really a need for clarification of the Disclosure Order.

[40] I agree that the Applicant’s attempts at “substantial compliance” or dumping emails after the fact is insufficient. The parties agreed to these terms and must now abide by them unless they agree to vary them.

[41] I also agree with the Respondents that the Applicant’s use of the Scorpio server for personal emails does not comply with the Disclosure Order. The Applicant’s position that he should not have to produce those emails because they contain personal information sent to his family and counsel is not a defence. The wording of the Disclosure Order is very specific and is clear that there is no expectation of privacy with respect to the Scorpio server emails. The Applicant cannot attempt to cloak his actions by claiming privilege or privacy issues when the Disclosure Order does not make any such exception.

[42] In summary, while the Applicant’s actions demonstrate a level of non-compliance with the Disclosure Order, they do not rise to the level of contempt. The issue is better dealt with by way of some clarification and costs.

Issue #2 – Should the Restraining Order be Set Aside?

Positions of the Parties

[43] The Applicant admits that once Scorpio was ordered wound up, he needed to prepare for his future and decided to start another fireproofing business. He denies that the intention was to start a competing business. Initially the business was registered as “Scorpio Contracting” but was never operated as such. Within days of registering the business in that name the Applicant instructed his accountant to cancel the registration and register the business under the name of “FirePro Contracting.” Unfortunately, his accountant forgot to cancel the Scorpio Contracting registration. The Applicant’s accountant, Mr. Prabhakar provided an email dated April 16, 2020 that he had been instructed to cancel the registration within days of its original registration but due to workload issues, he had neglected to do so.

[44] The Applicant submits that the Respondents and the business community were well aware that the Applicant had been operating his own business for more than a year. This was not a secret. FirePro is not a direct competitor to Scorpio or P.H.E. because it does not have the capacity to take on large projects.

[45] Specifically, the Applicant raises the following arguments:

a. He never actually operated Scorpio Contracting and he requested his accountant cancel the registration within days of the original registration; b. The Applicant dedicated 60-80 hours per week towards the winding up of Scorpio and continued to act in its best interests. c. There is no non-compete clause or Shareholders Agreement which would prevent the Applicant from starting a new business in the same field. d. Mr. Abraham continues to work at P.H.E. and Doreen continues to draw a salary from Scorpio. e. The Applicant has never made a secret of FirePro’s existence. f. FirePro has different customers from Scorpio and P.H.E. g. The Applicant had no choice but to seek new projects given that Scorpio was winding down.

[46] In response, the Respondents submit that the Applicant admitted on cross-examination that he did not inform BDO, the Respondents or the court about the fact that he had incorporated a new business prior to issuing his Application. Further, the Applicant made false and meritless allegations about Mr. Abraham in obtaining both the Restraining Order and Affirming Order, all the while failing to disclose the existence of his new business. The information related to the new business could not have been found out prior to those orders being issued because the Applicant removed all business records from Scorpio’s office in August 2018 and failed to answer questions about whether he had incorporated a new business when cross-examined on his original affidavit.

[47] The Respondents were forced to conduct surveillance on the Applicant and did not find out definitively about FirePro until it was documented in the Monitor’s Fourth Report in December 2019.

[48] The Respondents submit that the Applicant obtained the Restraining Order and Affirming Order as a result of material non-disclosure and those Orders should be set aside.

[49] A party may make a motion to have an order set aside or varied under Rule 59.06(2)(a) of the Rules of Civil Procedure on the ground of fraud or of facts arising or discovered after it was made. The onus is on the Applicant to demonstrate that the evidence could not have been put forward at the original hearing. See Tsaoussis (Litigation Guardian of) v. Baetz (1998), 41 O.R. (3d) 257.

[50] I do not find that the Restraining Order should be set aside on the grounds of fraud. I do, however, find that the original objectives of the Restraining Order are no longer pertinent and that it is no longer necessary.

[51] It is impossible to speculate as to whether Justice Diamond would have changed his view based on the Applicant having commenced a new business prior to issuing his Application. It is curious, however, that the Applicant would have started an apparently non-competing business with the same name and after protesting that the business operation was well known in the community, refuse to acknowledge its existence on cross-examination.

[52] There is also the issue of whether Mr. Abraham is a “stranger” to Scorpio or a beneficial shareholder and how that plays into Justice Diamond’s reasons for ordering the Restraining Order and then the Affirming Order. The Applicant insists that Mr. Abraham remains a stranger to Scorpio yet is critical of him not copying the Admin Account on Scorpio related emails. The Applicant confirms that Doreen did not have the technical knowledge to run Scorpio but admits that he ran the business with Mr. Abraham from 2013 to 2018. Clearly, there was no issue with Mr. Abraham not being a stranger to the business for those five years.

[53] I agree with the Respondents that there is a pattern to the Applicant’s behaviour in this matter. When convenient to call Mr. Abraham a stranger (such as for the purpose of continuing the Restraining Order) the Applicant insists on that approach. At the same time, he is critical of Mr. Abraham for not copying the Admin account on what are clearly Scorpio business related emails. He simply cannot have it both ways.

[54] It is clear that Mr. Abraham was Doreen’s proxy as she does not have the required technical expertise to run Scorpio. Saying otherwise simply creates a false reality.

[55] Finally, much of what lead to the bringing of the motion for the Restraining Order is now of less or no import. The Applicant’s oppression related claims have all been abandoned. The last of Scorpio’s contracts have been completed. There are no more job sites for Mr. Abraham to attend because Scorpio is no longer a going concern. In summary, the Restraining Order should be terminated because it is no longer necessary. Given the changed circumstances, I find that I do not need to speculate as to whether the Restraining Order was needed when it was originally imposed.

[56] With respect to the Respondents’ request that this court revisit Justice Diamond’s costs order of August 29, 2019 if the Restraining Order is set aside, such a request is denied. Justice Diamond was unable to make a determination on costs based on the record before him. The facts and circumstances are different now than they were at that time. A costs order may be made in relation to this motion, but a retrospective revisiting of costs would not be appropriate.

Issue #3 – Should an Inspector be Appointed to Conduct an Investigation?

[57] Section 161 of the OBCA permits an order for an investigation of a corporation or its affiliates where:

a. the business of the corporation or any of its affiliates is or has been carried on with the intent to defraud any person; b. the business or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to, or that unfairly disregards, the interests of a security holder; c. the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or d. persons concerned with the formation, business or affairs of the corporation or any of its affiliates have in connection therewith acted fraudulently or dishonestly.

[58] The three part test to be met in determining whether to order an investigation was set out Khavari v. Mizrahi, 2016 ONSC 4934 at para 35 as follows:

a) the applicant must be a security holder; b) the judge must be satisfied that one of the situations listed in s. 161(2) has been established prima facie; and c) the judge must consider the appropriateness of the investigation, bearing in mind its usefulness and reasonableness under the circumstances, with due consideration to its expected costs and benefits.

[59] It is clear that Doreen is a shareholder of Scorpio and meets the first requirement under the test. As for one of the situations in s. 161(2), it is this court’s view that only s. 161(2)(b) could apply. I am satisfied that the Respondents have made out a prima facie case that there may be an appearance that the business of Scorpio has been carried out in a manner that unfairly disregards the interests of a security holder. The use of the words “appearance” in s. 161(2)(b) indicates a low evidentiary threshold as confirmed in Jones v. Mizzi, 2016 ONSC 1907 (Ont.S.C.J.) at para 13. In Mizzi, the court in citing Consolidated Enfield Corp. v. Blair adopted the view that

…Having regard to the fact that the relief provided for in the section is an investigation, it seems to me that a Court is entitled to make an order for an investigation if it appears on the face of the material submitted to the Court that there is good reason to think that the conduct complained of may have taken place.

[60] In the case at bar, the entire matter began with the Applicant removing the company records while the Respondents were on vacation. He then proceeded to obtain a winding up order based on claims of oppression which he later abandoned. This court has also questioned his compliance with the Disclosure Order. While conceding that the Applicant’s actions did not meet the threshold for contempt, there is a concern about the manner in which he withheld important Change Order information, concerns about possible related party transactions and his failure to mention to the court that he had incorporated a new company with Scorpio in its name before issuing his Application.

[61] The Applicant, quite rightly, is concerned about the cost of an Inspector. There must be proportionality with respect to the cost as compared to the potential benefit of the Investigation. However, that can easily be remedied by having the Respondents pay for the Inspector up front with an apportioning of that cost left to the trial judge depending on the results of the Investigation. Further, there are obvious efficiencies in having BDO appointed as Inspector given their role as Monitor for the past 19 months.

Orders

[62] Given all of the above, I make the following orders:

a. The Respondents’ claim for a finding of contempt is dismissed. b. The Applicant shall produce all emails sent and received by him on the Scorpio server from the date of issuance of his Application and provide any necessary usernames and passwords to allow the Respondents access to the server. c. The Applicant and Respondents shall ensure that each and every email sent and received in relation to any aspect of Scorpio’s business shall be copied to the Admin Account. d. The Applicant has no discretion to determine which emails should and should not be copied to the Admin Account. e. The provisions in the March 20, 2019 Restraining Order and the July 5, 2019 Affirming Order restraining the Respondent Wilfred Abraham from attending job sites or communicating with contractors or subcontractors of Scorpio Speciality Services Ltd. are hereby at an end. f. The request to revisit the costs decision of Justice Diamond dated August 29, 2019 is dismissed. g. BDO shall be appointed as Inspector to conduct an investigation pursuant to s. 161(2) of the OBCA. The Respondents shall pay all costs related to the investigation. Such costs may be re-apportioned as the trial judge sees fit.

Costs

[63] The Respondents have had somewhat more success in this matter than the Applicant. It is hoped that costs may be settled between the parties. If not, I will receive written costs submissions of no more than two pages (exclusive of any Bill of Costs, Case Law or Offers to Settle) on a seven-day turnaround from the date of this Endorsement starting with the Respondents. If no costs submissions are received within 35 days of the date of this Endorsement, costs shall be presumed to be settled.

[64] Costs submissions may be sent to me directly via email. Case law referenced in the submissions must be hyperlinked.

C. Gilmore, J. Date: May 20, 2020