Superior Court of Justice - Ontario
COURT FILE NO.: CV-17-573962CP
DATE: 20201001
RE: PHAEDRA A. MAKRIS, Plaintiff
AND:
ENDO INTERNATIONAL PLC, RAJIV KANISHKA LIYANAARCHCHIE DE SILVA, and SUKETU P. UPADHYAY, Defendants
BEFORE: Justice Glustein
COUNSEL: Hadi Davarinia for the Plaintiff
Matthew Milne-Smith, for the Defendants
HEARD: September 23, 2020
REASONS FOR DECISION
Nature of motion and overview
[1] The representative plaintiff, Phaedra A. Makris (“Makris”), brings this motion pursuant to the Class Proceedings Act 1992, S.O. 1992, c. 6 (the “CPA”) for an order (along with ancillary relief) to:
(i) on consent, approve the settlement of the action (the “Settlement”) in accordance with the terms of the settlement agreement dated June 2, 2020 (the “Settlement Agreement”), pursuant to which the Defendants agreed to pay the all-inclusive Settlement Amount of $700,000,
(ii) approve the proposed Plan of Allocation of the Net Settlement Amount of $407,616.47 (the Settlement Amount less a total of $292,383.53 for legal fees, disbursements, and HST) to:
(a) pay an honorarium of $15,000 (or such other amount as the court sees fit) to Makris, and
(b) distribute the balance of $392,616.47 by two cy-près payments of (1) $150,000 to the Investor Protection Clinic at Osgoode Hall Law School (“Osgoode Investor Clinic”), and (2) $242,616.47 as seed money to fund the creation of a new, conceptually-similar Investor Protection Clinic at the Faculty of Law at McGill University (“McGill Investor Clinic”),
(iii) approve (a) the retainer agreement Makris signed on February 21, 2017 with Class Counsel (Morganti & Co., P.C.) to act as the proposed representative plaintiff for the Class (the “Retainer Agreement”) and (b) payment to Class Counsel of (1) fees of $196,000 (plus $25,480 for HST) and (2) $70,903.53 (including HST) for disbursements, and
(iv) approve the form, content and method of publication of the Short-Form Notice of Settlement Approval and the Long-Form Notice of Settlement Approval (collectively, the “Notices”)
[2] For the reasons I set out below, I approve the relief sought, except for the $15,000 honorarium requested. I find that the evidence does not support the payment of an honorarium, and I order that the $15,000 amount be allocated equally between the two cy-près recipients.
Facts
The parties
[3] The defendant Endo International PLC (“Endo”) is a global pharmaceutical company with headquarters in Dublin, Ireland. Endo owns a subsidiary located in St. Laurent, Quebec.
[4] Endo is publicly traded and lists its common shares on the Nasdaq exchange in the United States. Endo’s common shares were also formerly listed on the Toronto Stock Exchange (“TSX”) from prior to the commencement of the Class Period (from January 11, 2016 to June 8, 2017 inclusive) until they were delisted on March 17, 2017.
[5] At all times relevant to this action, Endo was a “responsible issuer” as defined in section 138.1 of the Securities Act, R.S.O. 1990, c. S.5 (“OSA”) and the equivalent provisions in securities acts in British Columbia, Alberta, Manitoba, Saskatchewan, Quebec, New Brunswick, Prince Edward Island, and Newfoundland and Labrador. Endo was required to make regular disclosure regarding its operations and finances pursuant to applicable Canadian and American securities laws.
[6] Rajiv Kanishka Liyanaarchchie De Silva (“De Silva”) was Endo’s Chief Executive Officer (“CEO”) and President, as well as a director on Endo’s board of directors from February 25, 2013 until September 23, 2016. In his role as CEO, De Silva certified that Endo’s core documents released on February 29, 2016 and May 6, 2016 did not contain any misrepresentations. De Silva is alleged to have made misrepresentations to investors during the Class Period.
[7] Suketu P. Upadhyay (“Upadhyay”) was Endo’s Chief Financial Officer (“CFO”) and Executive Vice President from September 23, 2013 until November 22, 2016. In his role as CFO, Upadhyay certified that Endo’s core documents released on February 29, 2016, May 6, 2016 and November 8, 2016 did not contain any misrepresentations. Upadhyay is alleged to have made misrepresentations to investors during the Class Period.
[8] Makris is an individual who resides in the City of Montreal, in the Province of Quebec. On March 3, 2016, she purchased 200 common shares of Endo on the TSX, and realized a loss by holding those securities until after the end of the Class Period.
The claim
[9] This action was commenced by statement of claim issued on April 25, 2017, which was amended on January 7, 2019.
[10] Makris alleges that during the Class Period, the Defendants made or authorized the making of misrepresentations and/or omissions of material fact regarding: (i) antitrust investigation and the corresponding risk to Endo’s pro forma revenues therefrom, (ii) the deterioration of Endo’s generic pharmaceutical business, and (iii) the abuse of Endo’s product Opana ER and the corresponding risk to Endo’s pro forma revenues from the withdrawal of that product from the market.
[11] Makris further alleges that on May 5 and 6, 2016 (collectively “Corrective Disclosure No. 1”) and on January 10, March 9 and June 8, 2017 (collectively “Corrective Disclosure No. 2”), the Defendants publicly corrected the alleged misrepresentations, causing a significant decline in the price of Endo’s securities.
[12] Makris alleges that these misrepresentations resulted in the artificial inflation of Endo’s stock price during the Class Period, thereby causing damage to Class Members once the truth was revealed and the artificial inflation in Endo’s stock price was removed.
[13] Makris additionally alleges that De Silva was an officer and director and Upadhyay was an officer of Endo, who both certified that Endo’s core documents released during the Class Period did not contain misrepresentations.
Procedural history of the action
[14] On February 21, 2017 Makris signed the Retainer Agreement.
[15] Endo’s securities were delisted from the TSX at the close of business on March 17, 2017.
[16] During January of 2019, pursuant to s. 138.8 of the OSA, Makris served her notice of motion for leave to proceed with the cause of action under s. 138.3 of the OSA.
[17] Prior to settlement, Makris had nearly finalized preparation of her motion for leave to proceed, including retaining an expert accounting report on the matters at issue, and discussing with a damages expert his preliminary thoughts on damages as well as his retention to provide an expert report for Makris’ anticipated contested certification motion.
[18] The Defendants have denied, and continue to deny all liability. The Defendants have indicated that they would have actively pursued various defences available to them had the action not been tentatively settled, and have put forward a vigorous defence.
[19] Makris’ motion for leave to proceed was scheduled to be heard on September 18, 2019. It was not heard at that time so that the parties could attempt to resolve the action.
[20] On June 24, 2020, the court granted leave to proceed pursuant to the OSA and certified the action pursuant to the CPA on consent and for settlement purposes only, to accommodate the parties’ desire for settlement.
Settlement Agreement and process
[21] The Settlement Agreement was reached following arm’s length and adversarial negotiations conducted over several months.
[22] In February of 2019, the parties attended a mediation and engaged in settlement negotiations with the assistance of former United States District Judge Layn R. Phillips as mediator.
[23] The mediation was complex and heated between the parties. One of the most contentious issues concerned the measure of damages. After a full day of mediation, the parties were unable to reach a settlement.
[24] The settlement negotiations continued between the parties, and in April of 2020, the parties reached a tentative agreement in principle to settle the action.
[25] On June 2, 2020, the parties reached an agreement on the final terms of the Settlement and executed the final Settlement Agreement as of that date.
[26] Under the terms of the Settlement Agreement, the Defendants agree to pay or cause to be paid the all-inclusive Settlement Amount of CAD $700,000 for the benefit of the Class. In exchange for the payment of the Settlement Amount, the Defendants will receive a full and final release from all Class Members (except those Class Members who validly opt-out of the action), and Makris will move to dismiss the action.
[27] There is no right of reversion available to the Defendants.
[28] There is an opt-out threshold referenced in the Settlement Agreement which, if exceeded by the number of shares that validly opted-out of this action, permits the Defendants to terminate the Settlement Agreement. There were valid opt-outs received by the opt-out deadline which exceeded the threshold, but the Defendants have still agreed (as confirmed by email dated September 30, 2020 from counsel for the Defendants to the court) to proceed with the Settlement.
[29] The Net Settlement Amount is relatively modest.
[30] Further, as set out in more detail below, well over 99% of trading in Endo’s shares took place on Nasdaq and, as such, nearly all Endo shareholders were entitled to compensation under the parallel U.S Settlement. The Class in the present action includes all Canadian shareholders who purchased Endo shares during the Class Period on any stock exchange, and who held some or all of those securities at the close of trading on May 5, 2016 or June 8. 2017.
[31] The majority of Class Members in this action would not be eligible for compensation with regards to the same Endo shares under this action unless they opted out of the U.S. Settlement. I agree with the submissions of Makris’ counsel that the administration costs of determining which shareholders seek to participate in this Settlement would be prohibitive since the administrator would be required to determine which of the approximately 1.7 million Endo shares traded on the TSX were held by shareholders who either (a) did not hold any of the approximately 3 billion shares traded on Nasdaq or (b) held shares traded on Nasdaq but still wanted to participate in the Canadian settlement as opposed to the U.S. Settlement.
[32] Consequently, Makris proposes that the Settlement Amount not be distributed amongst Class Members. Instead, Makris proposes that the Net Settlement Amount (the Settlement Amount less payment of honorarium, legal fees, disbursements and taxes, as approved by the Court) be donated cy-près to the Osgoode Investor Clinic and to fund the creation of a new McGill Investor Clinic, so as to provide an indirect benefit to Class Members on top of the monetary recovery that most of them will be entitled to under the U.S. Settlement.
Analysis
[33] In Park v. Nongshim Co., Ltd., 2019 ONSC 1997, I addressed the law on the same issues before the court in the present case. I rely on that analysis and do not restate it in these reasons. Consequently, I address below each of the issues based on the evidence before the court on this motion.
Issue 1: Approval of the Settlement Agreement
1. The proposed Settlement is fair and reasonable
[34] I find that the Settlement Agreement is within the “zone of reasonableness” required for approval by the court. I rely on the following:
(i) The Settlement was reached after extensive mediation through good faith and arm’s length bargaining;
(ii) The Settlement is recommended by Class Counsel with considerable expertise in both class actions in general, and employee misclassification cases in particular;
(iii) In particular, there was a significant risk that any damages ordered at trial would be minimal because:
(a) The parallel U.S. Settlement covers more than 99.9% of Endo’s common shares purchased during the Class Period;
(b) Endo was delisted from the TSX prior to the end of the Class Period;
(c) The defendants’ expert states in an affidavit that (i) Endo’s average trading volumes on the TSX were approximately between 0.04% to 0.07% of the trading volume on the U.S. exchanges, and (ii) those numbers are overstated since they do not account for Endo’s delisting from the TSX before the end of the Class Period;
(d) The U.S. Settlement reached with Endo was for a class period that ended on the same day as the one in this action but started more than three years before the commencement of the Class Period in this action, and included all those who purchased Endo’s common stock over the Nasdaq exchange, regardless of their country of residence (i.e. including Canadians);
(e) Given that the class definition in the present action includes Canadian residents who purchased their shares of Endo over the Nasdaq exchange and that more than 99.9% of the trading volume occurred on the Nasdaq exchange, the majority of Class Members in this action are entitled to compensation under the U.S. Settlement, and would not be eligible for compensation with regards to the same Endo shares under this action unless they opted-out of the U.S. Settlement; and
(f) Consequently, the action would likely have a Class that was less than 0.1% the size of the parallel U.S. Class. Given that the U.S. Settlement was for USD $82.5 million, this would have equated to a corresponding settlement in this Action of less than CDN $77,000. Such a recovery would not only be too small a sum to distribute amongst Class Members, it would likely not even be sufficient to cover the disbursements and expenses incurred to that point and would not leave anything for a cy-près distribution;
(iv) There was also considerable risk associated with the statutory claims under s. 138.3 of the OSA for misrepresentation in the secondary securities market, particularly that the court would not grant leave pursuant to s. 138.8 of the OSA for the claims to proceed. In particular, the Defendants submitted that:
(a) The cuts to future guidance regarding earnings, revenue, and gross margins pertained to forward-looking information that were identified as such and that had been based on reasonable assumptions when made, and hence, pursuant to National Instrument 51-102, were not actionable misrepresentations;
(b) The mere fact that Endo was facing an antitrust investigation was not a material fact and Endo was not obliged to disclose any investigations or subpoenas at issue in this action earlier than it did; and
(c) The allegations pertaining to misrepresentations regarding Opana were unfounded as Endo did not withhold any information about the product nor was it “forced” to remove it as alleged, but rather Endo voluntarily removed the product as facts came to light about the product being abused by some;
(v) Given that the common law negligent misrepresentation claims are predicated on the same set of facts as the statutory claims, the entire action would likely have failed if Makris could not establish a reasonable possibility of success on her leave to proceed motion;
(vi) There was also a risk that the class action would not be certified under the CPA. Endo was delisted from the TSX (and as such its securities did not trade on any exchange in Canada) partway through the Class Period. The overlapping U.S. Settlement covers more than 99.9% of Class Period purchasers of Endo’s shares. Consequently, the Defendants could reasonably submit that this action may not be necessary for the resolution of the common issues of the majority of Class Members, and hence may not be the preferable procedure;
(vii) If Makris was unable to have the action certified, it would be unfeasible for all but the largest Canadian Endo shareholders who purchased their shares on the TSX and were not covered by the U.S. Settlement to pursue their claims as individual actions. Given that both the miniscule trading volume on the TSX for the Class Period and the data provided by the Defendants indicate that sizeable transactions in Endo’s common shares occurred predominantly, if not exclusively, on the Nasdaq exchange, it is unlikely that any such large TSX-purchaser could even be found.
In practical effect, this would likely mean that there would not ever be an action or resolution achieved pertaining to shares of Endo that were purchased on the TSX, and hence, the indirect benefits provided to Class Members and Canadian retail investors overall under the proposed Settlement would be lost without any corresponding benefit;
(viii) There was also a risk of prolonged and expensive litigation, with considerable risk that even if Makris was successful at every stage and was able to obtain full damages for all remaining members of the Class who are not covered by the U.S. Settlement, the amount recovered would be much smaller than the $700,000 recovery achieved under the proposed Settlement, but with the additional drawback of further costs being incurred which have to be deducted from the Settlement Amount due to the years of additional litigation; and
(ix) No objections to the Settlement have been received. All opt-outs that were received by the opt-out deadline pertained to the same action being litigated against Endo in the United States. Two of the four parties who opted out subsequently retracted their opt-out when that particular action was carved out of the release provided by the Class to the Defendants in this action. The Defendants do not oppose approval of the Settlement Agreement despite the remaining two opt-out parties, even though the amount of shares owned by those parties surpasses the threshold under the Settlement Agreement which would have enabled Endo to withdraw from the Settlement.
[35] Based on the above, I approve the Settlement Agreement.
Issue 2: Approval of the Plan of Allocation
[36] In the present case, there are two components of the Plan of Allocation for the Net Settlement Amount of $407,616.47 (the Settlement Amount of $700,000 less a total of $292,383.53 for legal fees, disbursements, and HST): (i) payment of a $15,000 honorarium to Makris (or some other amount as the court may direct) and (ii) payment of the balance of $392,616.47 (or some other amount as the court may direct) by two cy-près payments of (a) $150,000 to the Osgoode Investor Clinic and (b) $242,616.47 as seed money to fund the creation of a new McGill Investor Clinic. I address each of these issues below.
(i) Proposed honorarium payment
[37] Based on the law I set out in Park, I find no basis to support the payment of an honorarium to Makris.
[38] The payment of honorarium is “exceptional” and “rarely done”. A representative plaintiff is not entitled to an honorarium “simply because the representative plaintiff has done what is expected of him or her” as “an active and involved plaintiff who will be familiar with the proceedings, instruct counsel, monitor settlement discussions and generally act as any private client would in supervising his or her own litigation”. An honorarium is awarded only if the representative plaintiff “has gone well above and beyond the call of duty” (Park, at para. 84).
[39] In Robinson v. Rochester Financial Ltd., 2012 ONSC 911, the representative plaintiffs filed evidence that they each spent more than 300 hours to assist class counsel (at para. 28). Such work still did not meet the “exceptional” requirement set out by Justice Strathy, based on the factors he set out.
[40] In Sutherland v. Boots Pharmaceutical PLC, [2002] O.T.C. 233 (S.C.), each of the four representative plaintiffs spent on average 100 hours of time for which they kept detailed records. Those plaintiffs were not awarded an honorarium as Winkler J. held that apart from research that they conducted, the other tasks of “meeting with counsel, reviewing options, providing instructions to counsel with respect to proposals and counter proposals and meeting amongst themselves to evaluate their position and develop strategy… are those expected to be undertaken by almost all representative plaintiffs” (at para. 19).
[41] In Baker Estate v. Sony BMG Music (Canada) Inc., 2011 ONSC 7105, 98 C.P.R. (4th) 244, no honorarium was ordered despite the evidence of the representative plaintiffs (at para. 92):
Their affidavits indicate that they were extensively involved in settlement discussions, correspondence, telephone conversations and meetings, and review of settlement documentation. Mrs. Baker, who lives in England, was required to travel from her home in Cornwall to London for cross-examination on her affidavits.
[42] In light of the above case law, Makris’ evidence did not establish any exceptional circumstances justifying an honorarium. Her evidence is only that she (i) reviewed the different versions of the statement of claim, (ii) read or was informed about expert reports, (iii) provided instructions to counsel on the leave motion and settlement issues, (iv) assisted in the drafting of material for the leave motion and the settlement approval motion, and (v) “took some time off” to meet with lawyers to discuss the progress of the action.
[43] Makris submitted that her involvement was necessary since there were very few people who purchased shares on the TSX and, as such, there may not have been a class action if she had not acted as a representative plaintiff. However, even accepting that submission, Makris is not entitled to an honorarium since there is no evidence that she engaged in exceptional effort as required.
[44] Makris further submitted that she ought to receive an honorarium since she lost between $6,000 and $7,000 on her investment. I do not agree that a representative plaintiff should benefit from recovering a loss over other class members only because of taking on the role of a representative plaintiff. No case law was provided to support such a position and I find that it would be inconsistent with the approach taken in the case law I reviewed in Park.
[45] The above evidence is not sufficient to award an honorarium based on the case law reviewed above, and I dismiss the request for this relief. There is no evidence of any of the Robinson factors such as exceptional effort, hardship, or any other contribution that goes beyond the “contributions the court expects a representative plaintiff to make” (Baker, at para. 95). The contribution of Makris has not “gone well above and beyond the call of duty” (Baker, at para. 95).
[46] For these reasons, I dismiss the request for an honorarium and order that the proposed payment of $15,000 to Makris be added to the cy-près distribution.
(ii) Proposed cy-près distribution
[47] Based on the law I reviewed in Park, I approve the proposed cy-près distribution.
[48] In the present case, the evidence is that (i) the Settlement Amount is relatively modest and (ii) nearly all Endo shareholders were entitled to compensation under the parallel U.S. Settlement and such shareholders would not be eligible for compensation with regards to the same Endo shares under this action unless they opted out of the U.S. Settlement.
[49] Consequently, I agree with Makris’ submissions that the administration costs of locating those shareholders who might participate in the Settlement would be significant, such that any distribution (if any) from the Net Settlement Amount, after payment of administration costs, would be minimal.
[50] It is not practical to distribute the benefits in any other manner. Further, a direct distribution to the Settlement Class would be uneconomic, considering the modest damages and the fact that there is no cost effective way of allocating the settlement to those class members who might wish to participate.
[51] The cy-près distribution is directly related to the issues in the action. The two proposed cy-près payments are: (i) $150,000 to the Osgoode Investor Clinic and (ii) $242,616.47 as seed money to fund the creation of the new McGill Investor Clinic, for a total of $392,616.47.
[52] The website links to both the Osgoode Investor Clinic and the McGill Faculty of Law are provided in the Long-Form Notice of Settlement. Both the existing Osgoode Investor Clinic and the proposed McGill Investor Clinic have a rational connection to the subject matter of the litigation. The protection of investors’ rights is the core of the present action, and it is appropriate that funds be distributed to organizations devoted to that issue.
[53] For the above reasons, I approve the cy-près distribution of funds as per the terms of the Settlement Agreement, with the additional $15,000, which was proposed to be paid as an honorarium to Makris, to be divided equally between the two organizations.
Issue 3: Approval of class counsel fees and disbursements
[54] Class Counsel seeks fees in the amount of $196,000, plus $25,480 for HST of 13% on counsel fees, and disbursements of $70,903.53 (including HST).
[55] The requested fee represents a multiplier of approximately 0.72 on Class Counsel’s base time up to September 16, 2020.
[56] I find that there is no basis to rebut the “strong presumption of validity” of the contingency fee arrangement. I rely on the following factors:
(i) The Retainer Agreement provides that Class Counsel’s fees are fixed at the greater of either (i) 28% of the total/gross value of any amount recovered for the class; or (ii) a four-times multiplier of the value of time spent prosecuting the claim, with an example provided illustrating how a hypothetical settlement would be distributed after accounting for legal fees, disbursements and HST;
(ii) The requested fees are within the range approved in other class proceedings and partially compensates Class Counsel for the significant risks undertaken in this litigation and the success that was ultimately achieved;
(iii) Class Counsel assumed the risk that (a) the court might refuse to certify the Action as a class proceeding; (b) leave to proceed with the statutory securities misrepresentation claim might be denied; (c) a resolution could take many years during which Class Counsel receives no compensation and bears the cost of fees and disbursements; and (d) even if there was a settlement, the court might not approve it or may have suggested modifications to which both parties would not agree, thereby unravelling the Settlement;
(iv) The agreed-to contingency fee amount is not excessive;
(v) The application of the continency fee does not result in a legal fees award that is so large as to be unseemly or otherwise unreasonable;
(vi) The fees sought under the retainer agreement are a reasonable multiplier of approximately 0.72 times fees actually incurred;
(vii) Class Counsel took on the risks discussed above in relation to the Settlement Agreement. In undertaking this class proceeding on a contingency-fee basis, Class Counsel assumed the risk of the time and expense which would be required to litigate the matter to conclusion including appeals. This risk was amplified by the need to retain an expert accounting report and to discuss retention of an expert for a damages report (and likely further expert reports were the action not to be settled), paid for by Class Counsel;
(viii) In participating in a mediation towards the resolution of the case, Class Counsel assumed the risk that the mediation would not reach a successful conclusion, and that counsel would have to absorb the time spent and expense incurred in that process in addition to the time and expense required to prosecute the action;
(ix) Makris supports the fee request; and
(x) The disbursements claimed are reasonable.
[57] Consequently, I approve the Retainer Agreement and payment of the fees of $196,000 (plus $25,480 for HST) and disbursements of $70,903.53 (including HST) sought by Class Counsel.
Issue 4: Approval of the Notices
[58] The Short-Form and Long Form-Notice of Settlement Approval (the “Notices”), are included for court approval as exhibits in the motion record for the present motion. The Notices notify potential class members of the approval of the Settlement and Class Counsel’s fees and disbursements, and inform them how to get copies of the Settlement documents or contact Class Counsel for further information, if they so choose.
[59] The Notices are proposed to be distributed in the following manner:
(i) The Short-Form Notice will be disseminated by electronic press release; and
(ii) The Approval Order and Long-Form Notice will be disseminated by publication on Class Counsel’s website, as well as sent by email or regular mail to all putative Class Members for whom Class Counsel has contact information, depending on the method of contact that Class Counsel has on-file for such persons.
[60] Class Counsel will also make a phone number and email address available to the public in order to enable Class Members to contact Class Counsel with any questions or concerns that they may have.
[61] The chosen manner of dissemination of the Notices is a result of the modest amount recovered under the proposed Settlement, and in light of the fact that there were no objections to the proposed Settlement or Class Counsel’s fees and disbursements and limited opt-outs received. As I discuss above, administrative costs to determine each Canadian shareholder amongst the 1.7 million Endo shares traded on the TSX and the approximately 3 billion shares traded on Nasdaq would be prohibitive and, as such, email to each shareholder is not required.
[62] This method of dissemination is fair, reasonable, and proportional to the amount recovered under the Settlement, and will adequately notify Class Members of the approval of the Agreement and of Class Counsel’s fees and disbursements.
[63] Pursuant to the Agreement, the costs of distributing the Notices shall be paid by Class Counsel.
Order
[64] I approve the relief sought, except for the $15,000 honorarium requested. I order that the $15,000 amount be allocated equally between the two cy-près recipients.
GLUSTEIN J.
Date: 20201001
COURT FILE NO.: CV-17-573962CP
DATE: 20201001
ONTARIO
SUPERIOR COURT OF JUSTICE
PHAEDRA A. MAKRIS
Plaintiff
AND:
ENDO INTERNATIONAL PLC, RAJIV KANISHKA LIYANAARCHCHIE DE SILVA, and SUKETU P. UPADHYAY
Defendants
REASONS FOR DECISION
Glustein J.
Released: October 1, 2020