Court File and Parties

COURT FILE NO.: CV-85-RE001780-0000 DATE: 20240624

ONTARIO - SUPERIOR COURT OF JUSTICE – COMMERCIAL LIST

IN THE MATTER OF: NORTHUMBERLAND GENERAL INSURANCE COMPANY

AND IN THE MATTER OF: THE CANADIAN & BRITISH INSURANCE COMPANIES ACT, R.S.C. 1970, C. I-15, AS AMENDED

AND IN THE MATTER OF: THE WINDING-UP ACT, R.S.C. 1970, C. W-10, AS AMENDED

RE: The Attorney General of Canada, Applicant and Northumberland General Insurance Company, Respondent

BEFORE: Peter J. Osborne J.

COUNSEL: Peter Ruby and Luke Devine, for PricewaterhouseCoopers Inc., in its capacity as Liquidator of Northumberland General Insurance Company David S. Ward, for Brian Reeve

HEARD: April 15, 2024

ENDORSEMENT

Background and Relief Sought

[1] This is a very unusual motion, at least in part. The straightforward component involves a request for an order passing the accounts and approving the activities and fees of the Liquidator and its counsel. The more unusual component involves a request for an order in the nature of a declaration as to who owns the share capital of an insurance company.

[2] The Application is unopposed, but nonetheless, it is somewhat complex due to the nature of the relief sought. This is but one example of the complexities that can arise when an insurance company is in liquidation for close to half a century.

[3] The Moving Party is PricewaterhouseCoopers Inc. (“PwC”), in its capacity as Liquidator (the “Liquidator”) of the Respondent, Northumberland General Insurance Company (“Northumberland”).

[4] The Liquidator relies upon its Report dated November 17, 2023, the Affidavit of Robert T. Chapman sworn November 21, 2023, together with exhibits thereto, and the Affidavit of Gale Rubenstein sworn November 20, 2023, together with exhibits thereto. Defined terms in this Endorsement have the meaning given to them in the motion materials unless otherwise stated.

[5] As further described below, certain parties and non-parties have been given notice of this motion, but none has filed any responding materials, and none opposes the relief sought. Brian Reeve, the subject of the proposed declaratory relief, appears today to support the position of the Liquidator.

[6] The factual matrix out of which this motion emerges is relevant to the relief sought. The Liquidator brings this motion because it needs some certainty as to who the shareholder of Northumberland is, both so there is certainty as to the party or parties from whom it is to take instructions, and because the Liquidator believes there is a possibility that there may be a surplus in the estate and needs direction as to whom that would be distributed if it in fact materializes.

[7] Northumberland was a property and casualty insurance company, licensed to conduct business in Canada under federal legislation. It was engaged in the underwriting of, among other products, liability insurance policies, including many with “longtail” coverage, where exposures may not be manifest until long after the expiry of the policy term. Northumberland also provided coverage for complex exposures, including asbestos, alcohol, tobacco and environmental exposures.

[8] Almost 40 years ago, on July 24, 1985, Northumberland was ordered to be wound up pursuant to the Winding Up Act (now known as the Winding-Up and Restructuring Act, R.S.C. 1985, c. W-11 (“WURA”)). The Superintendent of Insurance (Canada) was appointed as provisional liquidator. By orders of this Court dated May 20, 2010, PwC was appointed permanent Liquidator in place of the Superintendent.

[9] Today, the Liquidator seeks a declaration that Brian Reeve, the nephew of the former owner and the Chairman of Northumberland, the late Peter Reeve, and himself the Secretary and General Counsel of Northumberland, is the owner of the Northumberland Shares.

[10] I will address in order that various heads of relief sought on this motion.

Motion re: Passing of Accounts and Approval of Activities and Fees

[11] Pursuant to the May 20, 2010 orders, the Liquidator has periodically passed its accounts, and seeks to do so again today for the period January 1, 2019 to September 30, 2023.

[12] Pursuant to section 94 of the WURA, all costs and expenses properly incurred in the winding up of a company, including the remuneration of the Liquidator, are payable out of the assets of the company in priority to other claims.

[13] The activities undertaken by the Liquidator during this period are fully set out in the Report (see pp. 23-25). They include various matters in connection with the winding-up of Northumberland, including dealing with claims and the settlement thereof; issuing some 6583 dividend cheques in respect of the ninth interim distribution in accordance with the court order dated May 23, 2019; dealing with individual claimants and inquiries; monitoring proceedings and instructing counsel with respect to the previously reported settlement with Imperial Tobacco (a policyholder of Northumberland); corresponding with reinsurers; preparing and filing corporate tax returns; monitoring CCAA proceedings in respect of Imperial Tobacco and another Northumberland policyholder; arranging for the required annual actuarial valuations; and investigating the ownership structure of Northumberland.

[14] The Liquidator has continued to carry out searches in an attempt to locate all corporate claimants with outstanding dividends totaling in excess of $1000 in connection with all distributions, corresponded with those who were identified, and issued additional dividend cheques where appropriate.

[15] With respect to the individual claimants with unclaimed dividends, the Liquidator carried out an automated matching exercise in an attempt to match an individual’s name and contact information (according to Northumberland’s records) to the most recent address for that individual provided to the Liquidator by a credit bureau. This matching exercise resulted in the Liquidator issuing 4744 additional dividend cheques in November 2022.

[16] With respect to the ownership structure of Northumberland, the Liquidator has responded to inquiries from two daughters of the late Peter Reeve, one of whom is the Administrator of his estate, and has investigated the ownership structure of Northumberland, including the history of share transfers in respect of the shares of Northumberland in the course of which the Liquidator and its counsel have communicated with numerous parties, including Brian Reeve. The efforts of the Liquidator with respect to the ownership structure are discussed further below.

[17] The activities as described in the Report undertaken by the Liquidator are consistent with its mandate as set out in the orders of May 20, 2010, and were appropriate and reasonable in the circumstances. I am satisfied that they should be approved.

[18] Similarly, I have reviewed the fees charged by the Liquidator and its counsel, and I am satisfied that the fees represent work done in respect of the activities described in the Report and that those activities were consistent with the mandate given to the Liquidator in its original appointment order. They are fair and reasonable in the circumstances. The fees of the Liquidator and its counsel are approved.

Motion re: The Estate and the Ownership of Northumberland

[19] The Liquidator reports that there is approximately $11 million of declared dividends that remain unclaimed, notwithstanding its efforts to locate and contact potential claimants (which efforts continue), balancing the amount of the unclaimed dividends as against the costs of such efforts (i.e., excluding from dividend distributions those individual claimants with balances of less than $10).

[20] The assets of the Northumberland estate, as at September 30, 2023, consist of cash or near cash in the amount of $40.6 million. The Liquidator does not expect any further realizations other than investment income. As against those assets, and after deducting the liability for unclaimed dividends, there is approximately $29.6 million in the estate of Northumberland available to pay the remaining unsettled claims, any future claims, future administration costs, potential tax reassessments, extraordinary adverse loss development, and other matters.

[21] At the commencement of the liquidation, the books and records of Northumberland reflected known claimants with a value of more than $100 million in the aggregate. In addition, 190 policyholders filed 403 contingent claims with an aggregate claim value of approximately $9 billion, relating to potential occurrences during the respective policy periods for which claims had then not yet been reported.

[22] Certain complexities arising from claims against policyholders in the tobacco industry remain, and those prevented a final distribution and completion of the estate. However, the Liquidator is of the view that there is a possibility that there will ultimately be a surplus available to the shareholder or shareholders of Northumberland once outstanding matters are completed.

[23] In addition, the Liquidator is of the view that, given the remaining complexities as well as the potential for a surplus, circumstances will likely arise where it will be appropriate for the Liquidator to consult with the party or parties to whom the distribution of any remaining surplus would be made, with the result that the Liquidator undertook an investigation into the ownership of Northumberland in an attempt to identify the party or parties with a financial interest in such potential surplus.

[24] For the reasons set out in its Report, the Liquidator was satisfied upon the completion of its investigation that all outstanding shares of Northumberland are now owned, directly or indirectly, by Brian Reeve.

[25] Accordingly, the Liquidator brings this motion for relief (in addition to the approval of its accounts, activities and fees discussed above) in the nature of an order declaring Brian Reeve to be the owner of 100% of the share capital of Northumberland, either directly, or indirectly through his ownership of the common shares of P. E. Reeve and Associates Limited (“PERAL”).

[26] Should this Court grant declaratory relief sought? This engages three issues:

1. does the Court have jurisdiction to make the order sought;
2. have all relevant parties and non-parties been given notice of this motion; and
3. is the Court satisfied that through its investigation, the Liquidator has shown who the owner or owners of Northumberland are?

[27] I will address these issues in turn.

Jurisdiction

[28] The principal duty of the Liquidator, as a court-appointed liquidator under the WURA, is to ensure the orderly and expeditious liquidation of the company’s assets, with a view to minimizing the losses of creditors and other interested parties: Coopérants, Mutual Life Insurance Society (Liquidator of) v. Dubois, 1996 CanLII 242 (SCC), [1996] 1 S.C.R. 900, at para. 34.

[29] In turn, one of the duties of the court supervising the liquidation is to render such orders as are necessary to assist the liquidator in this endeavour: Kansa General International Insurance Co. Ltd. (Liquidator) v. American Home Assurance Co., 2003 CanLII 19393 (QC CS) at para. 19. 24.

[30] Section 35(1) of the WURA authorizes a liquidator to do everything necessary to wind-up the affairs of the company and distribute its assets:

35(1) A liquidator may, with the approval of the court, and on such previous notice to the creditors, contributories, shareholders or members of the company as the court orders,

(h) do and execute all such other things as are necessary for winding-up the affairs of the company and distributing its assets....

See: WURA, s.35(1)(h).

[31] Courts have interpreted section 35(1)(h) as conferring broad authority on a liquidator, and accordingly also on the court through whose authority the liquidator acts, to take any reasonable action necessary to complete the liquidation. The court’s jurisdiction includes the authority to issue declaratory judgments related to the winding-up: Canada Deposit Insurance Corp. v. Canadian Commercial Bank, 2000 ABQB 440 at paras. 33- 37.

[32] This authority includes identifying shareholders so that any surplus can be distributed to them. Pursuant to section 95 of the WURA, any surplus amount is to be distributed among the company’s shareholders according to their respective rights and interests:

95(1) The court shall distribute among the persons entitled thereto any surplus that remains after the satisfaction of the debts and liabilities of the company and the winding-up charges, costs and expenses, and unless otherwise provided by law or by the Act, charter or instrument of incorporation of the company, any property or assets remaining after the satisfaction shall be distributed among the members or shareholders according to their rights and interests in the company.

(2) Any surplus referred to in subsection (1) shall first be applied in payment of interest from the commencement of the winding-up at the rate of five per cent per annum on all claims proved in the winding-up and according to their priority.

[33] In addition, this Court has the jurisdiction to make declaratory orders and binding declarations of right, whether or not any consequential relief is or could be claimed: Courts of Justice Act, R.S.O. 1990, c. C.43, s. 97.

[34] For all of these reasons, I am satisfied that the Court has the jurisdiction to grant the declaratory relief sought.

Notice

[35] The second issue is whether all relevant parties and others have notice of this motion.

[36] There are several individuals who may claim (or may have claimed) an ownership interest in Northumberland, including the daughters of the late Peter Reeve and the family of the late Haddon Fraser. I am satisfied on the evidence in the record that all of those parties have notice of this motion.

[37] Brian Reeve, the subject of the declaratory relief sought, is represented by counsel present in Court today and he supports the relief sought.

[38] I am satisfied that the Superintendent was not required to be given notice since it was previously the provisional Liquidator, but by order of May 20, 2010 was replaced in that role by PwC as Liquidator, who brings this motion in that capacity.

[39] Similarly, I am satisfied that the New York Superintendent of Insurance was not required to be given notice since the previous conservatorship proceedings in that jurisdiction have been terminated.

[40] Accordingly, I am satisfied that all relevant parties and non-parties have been given notice of this motion.

Who Owns the Northumberland Shares?

[41] The third issue engages the merits of the investigation undertaken by the Liquidator to determine who the owner or owners of Northumberland are, and whether the proposed declaratory relief should be granted.

[42] It is unusual that this Court is called upon to determine who owns a Canadian insurance company.

[43] The investigation by the Liquidator has now been completed. Without question, it has not been straightforward, in part due to the lengthy history of this winding up, imperfect books and records (including as to ownership) and the death of Northumberland’s former owner, Peter Reeve.

[44] The facts and analysis of the current ownership are set out in the Report at paras. 34 – 67. Following completion of its investigation into the ownership of Northumberland, the Liquidator concluded that Brian Reeve was, either directly or indirectly, the owner of the outstanding shares of Northumberland.

[45] However, as a result of the investigation and in contemplation of this motion, the Liquidator came to the view that there were two groups who might oppose its motion with respect to ownership. Both of those are on notice of this motion as discussed above:

(a) the children of Peter Reeve; and

(b) the spouse and children of the late Haddon Fraser.

[46] As noted above, the two adult daughters of Peter Reeve have been on notice of this motion for some considerable time, retained counsel, and through counsel engaged in extensive discussions with the Liquidator and its counsel.

[47] They received and reviewed the evidence on which the Liquidator relies in support of the relief sought, and, while they indicated initially that they intended to oppose the motion, subsequently advised counsel for the Liquidator that they did not need to conduct any cross examinations, and confirmed to counsel to the Liquidator just prior to the hearing of this motion that they did not oppose the relief sought, did not assert any claim to ownership of Northumberland, and did not intend to take part in the motion.

[48] In addition, the Liquidator has served the spouse and two of the three adult children of the late Haddon Fraser for whom it has obtained addresses (the “Fraser Family”).

[49] Haddon Fraser appears to have held at one time during the 1980s, and subsequently gave up, a 5% indirect interest in Northumberland, as a result of which the Liquidator served the motion record on the Fraser Family out of an abundance of caution. A dialogue ensued. The Fraser Family has not, however, filed any materials or appeared to take a position on the motion. Indeed, neither the Liquidator or its counsel has heard from the Fraser Family or any counsel on their behalf since late 2023.

[50] Accordingly, the Liquidator seeks a declaration that Brian Reeve is the owner of the Northumberland Shares. However, and as noted above, the chain of ownership of the Northumberland Shares from Peter Reeve to Brian Reeve is, to put it mildly, not straightforward.

[51] In particular, it is complicated by the lack of books and records, and by the dissolution and revival of certain companies, as a result of all of which the Liquidator has concluded that there are two alternative chains of ownership. Both have been considered.

[52] The Liquidator has provided the Court with an organization chart showing the companies relevant to the ownership of Northumberland in a summary timeline of certain relevant events, which I have found useful in my analysis of the issue. It is reproduced below:

[53] The first alternative chain (“Chain One”) flows through a Share Purchase Agreement dated September 20, 2017 (the “2017 SPA”), by which Peter Reeve’s holding company P.E. Reeve and Associates Limited (“PERAL”) transferred beneficial ownership of the Northumberland Shares to Brian Reeve.

[54] The second alternative chain (“Chain Two”) is through Peter Reeve’s April 2018 transfer of ownership of PERAL to his common-law spouse who, in turn, transferred ownership of PERAL to Brian Reeve by agreement dated December 18, 2020 (“2020 PERAL Transfer”).

[55] The Liquidator submits that these are the only two possible chains of ownership. For the reasons below, I agree.

Ownership of Northumberland at the Date of Winding-up

[56] Based on the minute books of Northumberland (“Minute Books”) as at the Date of Winding-up, the duly authorized, issued and outstanding capital of Northumberland consisted of Preference Shares and Common Shares (collectively, “Northumberland Shares”). Ivanhoe Insurance Managers Limited (“IIM”) was the owner of 100% of the Northumberland Shares at the Date of the Winding-up.

[57] Peter Reeve swore an affidavit dated July 23, 1985 in support of Northumberland’s winding-up application (the “1985 Affidavit”) in which he stated that approximately 95% of the shares of IIM were owned by Ivanhoe Insurance Group Limited (“IIG”). Peter Reeve’s holding company, PERAL, owned all of the outstanding shares of IIG. Peter Reeve owned all of the outstanding shares of PERAL. All of this is reflected in the chart above.

[58] However, Brian Reeve, (who I pause to observe again was formerly the Secretary and General Counsel of Northumberland, as well as Peter Reeve’s nephew), provided somewhat different information to the Liquidator and advised that to the best of his knowledge, the 1985 Affidavit was incorrect in that:

(a) IIM was 100% owned by IIG; and

(b) PERAL may have owned 95% of the shares of IIG at the Date of Winding-up.

[59] Accordingly, there is some information that, as at the Date of Winding-up, approximately 5% of either IIM or IIG may not have been directly or indirectly owned by PERAL. In a statutory declaration dated October 20, 2023, Judith Pennyfeather (“Pennyfeather”), Peter Reeve’s common-law wife of 47 years and Treasurer of IIM and IIG throughout the 1980s, addressed this ownership interest of approximately 5%. According to this Pennyfeather Declaration:

(a) in or around 1983, Peter Reeve caused IIG to purchase all of the shares of Haddon S. Fraser Associates, Ltd. (“HSFA”) from Haddon S. Fraser (“Fraser”) in exchange for 5% of the issued and outstanding shares of IIG;

(b) within a year after Northumberland entered liquidation, Peter Reeve decided to return the shares of HSFA to Fraser and Fraser transferred his shares of IIG to PERAL; and

(c) thereafter PERAL remained the 100% owner of IIG and IIG remained the 100% owner of IIM.

[60] Fraser died in 1991. He had a spouse and three children – the Fraser Family”.

[61] The record contains further evidence relevant to these issues. In an affidavit of Michael Barry, sworn September 21, 2017 (the “Barry Affidavit”), Mr. Barry, an accountant and former partner of BDO Dunwoody, who had been Peter Reeve’s personal accountant since 1993. He had also been the Corporate Secretary of PERAL since 2007. Finally, he had prepared the financial statements and tax returns for PERAL, IIG, and IIM since 1993. Mr. Barry kept in his possession the most recent minute books and corporate records for PERAL. He deposed, based on the records in his possession or to the best of this knowledge that:

(a) “PERAL was the owner of all of the issued and outstanding shares of IIG”;

(b) “IIG was the owner of all of the issued and outstanding shares of IIM”; and

(c) “IIM was the owner of all of the issued and outstanding shares of Northumberland” [emphasis added].

[62] Accordingly, and consistent with the Pennyfeather Declaration, Mr. Barry’s evidence is to the effect that, at least subsequent to his involvement beginning in 1993, there was no outside ownership interest in the holding structure from IIM to IIG to PERAL.

[63] Based on the evidence described above, the Liquidator submits that while 5% of the shares of IIG may not have been directly or indirectly owned by Peter Reeve for a period shortly before and shortly after the Date of Winding-up, sometime between 1985 and 1993 the chain of Peter Reeve’s 100% indirect ownership of Northumberland was restored. There is no compelling evidence to the contrary.

Post Winding-Up Chain One: The 2017 Share Purchase Transaction

[64] During the course of the winding-up, Peter Reeve continued to interact with the Liquidator and its counsel. In early years, he was generally accompanied by his nephew, Brian Reeve. In later years, Brian Reeve communicated with the Liquidator on behalf of Peter Reeve.

[65] Peter Reeve died on May 30, 2020.

[66] Prior to Peter Reeve’s death, Brian Reeve advised the Liquidator that he (Brian) had acquired the Northumberland Shares from Peter Reeve. The 2017 SPA between PERAL and Brian Reeve stated that PERAL sold to Brian Reeve “all of the issued and outstanding shares of” Northumberland for the purchase price of $1.00. The effective date of the sale was September 20, 2017.

[67] Pennyfeather made a Statutory Declaration on June 26, 2018 (the “2018 Pennyfeather Declaration”) some years prior to her second Statutory Declaration referred to above. The 2018 Penny feather Declaration stated, among other things, the following in respect of the 2017 SPA:

“I was present when Peter signed the Agreement. Peter received the Agreement in the form of Exhibit ‘A” on September 21, 2017. Peter reviewed the Agreement himself and we talked about it together over several days before Peter signed it… I have no doubt whatsoever that Peter fully understood the Agreement”.

[68] In addition, Peter Reeve’s personal lawyer, Richard B. Friedrich of Duncan, British Columbia, memorialized in his solicitor’s file that Peter Reeve, then 98 years of age, and although experiencing memory difficulties, appeared to understand (nine months after making the 2017 SPA) the following:

(a) Northumberland was wholly owned by PERAL before the date of the 2017 SPA;

(b) as director of PERAL, he (Peter Reeve) determined to dispose of PERAL’s interest in Northumberland and to transfer the Shares to Brian Reeve; and

(c) PERAL, in fact, transferred the Shares to Brian Reeve under the 2017 SPA.

[69] As a result of the above, ownership under this Chain One might have been more straightforward but for one significant complicating factor: for the September 2017 SPA to have effectively transferred the Northumberland Shares from PERAL to Brian Reeve, IIM needed to have transferred the Northumberland Shares to IIG by September 2017. There is no documentary proof of that transfer in the record and the Liquidator has not been able to locate any.

[70] The Liquidator examined this point, given that IIM had been corporately dissolved in October 1999 and IIG had been corporately dissolved in March 2007 (both IIM and IIG are Canada Business Corporations Act (“CBCA”) companies).

[71] IIM and IIG could not transfer, after they were dissolved, any shares they had owned. Under section 228 of the CBCA, “property of a body corporate that has not been disposed of at the date of its dissolution under this Act vests in [His] Majesty in right of Canada,” i.e., the Crown.

[72] Therefore, if IIM or IIG did not distribute the Northumberland Shares up to PERAL before the respective dissolution of each of those companies, then PERAL did not own those shares and could not effectively transfer them to Brian Reeve under the September 2017 SPA.

Post Winding-up Chain Two: The 2020 PERAL Transfer

[73] Chain Two addresses the impact of the dissolution of IIG and IIM, although not in a manner that is entirely consistent with Chain One.

[74] As noted above, Pennyfeather swore an affidavit sworn May 1, 2023 (the “Pennyfeather Affidavit”) that included the statement that prior to Peter Reeve’s death in May 2020, he transferred ownership of all of the outstanding common shares of PERAL to her as of April 30, 2018. Under the 2020 PERAL Transfer, Judith Pennyfeather later sold those shares to Brian Reeve effective December 18, 2020.

[75] This 2020 PERAL Transfer is relevant in part because, in February 2021, IIG and IIM were revived under section 209 of the CBCA, as evidenced by Certificates of Revival dated February 2, 2021, together with Articles of Revival.

[76] Under section 228(2) of the CBCA, any property that vested in the Crown and has not been disposed of is returned to a corporation that is revived under section 209. There appears to be no reason why the revival of each of IIG and IIM is not valid, and nor does there appear to be any reason why section 228(2) would not apply, notwithstanding the passage of time.

[77] The Pennyfeather Affidavit further states that if PERAL had still owned the shares of Northumberland in 2020, it would not have affected Judith Pennyfeather’s decision to sell the shares of PERAL to Brian Reeve for $1.00.

[78] Under the transactions described in the Pennyfeather Affidavit, Brian Reeve was the sole owner of PERAL in 2020 and was the owner of PERAL when IIG and IIM were revived on February 2, 2021, with whatever shares of Northumberland those two entities then owned post-revival.

Conclusion with respect to the Current Ownership of the Northumberland Shares

[79] In summary,

1. Chain One: If IIM transferred the Northumberland Shares up the corporate chain to IIG before the dissolution of IIM, then:

(a) they were distributed by IIG to PERAL prior to IIG’s dissolution;

(b) the 2017 SPA was effective in transferring the Northumberland Shares from PERAL to Brian Reeve; and

(c) the subsequent transfers of PERAL shares to and from Judith Pennyfeather have no impact on the ownership of Northumberland because Brian Reeve already owned the Northumberland Shares directly.

2. Chain Two: If IIM did not transfer the Northumberland Shares up the corporate chain to IIG before the dissolution of IIM, then:

(a) the Northumberland Shares vested in the Crown in 1999, so the 2017 SPA would not have been effective to transfer these shares from PERAL to Brian Reeve because PERAL did not own the shares at that time (directly or indirectly);

(b) however, in February 2021, the revival of IIM and IIG respectively, would have had the effect of returning ownership of the Northumberland Shares to IIM, with IIM being wholly owned by IIG and IIG in turn being wholly owned by PERAL; and

(c) Brian Reeve was the sole owner of PERAL in February 2021 because Judith Pennyfeather had sold to him. The common shares of PERAL three months earlier.

[80] The Liquidator submits, and I accept, that the evidence does not support any scenarios other than the two outlined above. Although each of the two scenarios gets there by different routes, each yields the same result.

[81] Moreover, I am satisfied that the investigation undertaken by the Liquidator is reasonable in the circumstances, particularly considering the lack and/or inconsistency of corporate records and individual recollections, all compounded by the death of the one individual who would have had the best evidence to offer, the late Peter Reeve.

[82] Accordingly, and for all of the above reasons, I find that Brian Reeve is the owner of 100% of the share capital of Northumberland, either directly or indirectly through his ownership of the common shares of PERAL, and I so declare.

[83] The motion of the Liquidator is granted.

[84] Order to go in the form I have signed.

Osborne J.