Court File and Parties

COURT FILE NO.: FC-2020-82 DATE: 2024/08/16 SUPERIOR COURT OF JUSTICE - ONTARIO

RE: Stéphanie Cameron-Anctil, Applicant AND Philippe Goubau, Respondent

BEFORE: Justice Marc R. Labrosse

COUNSEL: Mr. Steve Duplain, Counsel, for the Applicant Mr. Marc Coderre, Counsel, for the Respondent Ms. Melisande Galipeau, Counsel, for Charles and Marie Goubau Mr. Charles Daoust, Counsel, for 990553 Canada Inc.

HEARD: July 25, 2024

Endorsement

Overview

[1] The Applicant, Stéphanie Cameron-Anctil, brings this motion against the Respondent, Philippe Goubau and third parties, for disclosure of information that in large part rests with corporate entities that the Respondent claims are not under his control. The Respondent has also brought a cross-motion for the disclosure of the Applicant’s travel information. The Respondent agreed to adjourn that request to August 26, 2024.

[2] The disclosure issues in this case have been ongoing for almost two years. The Respondent states that he has provided a voluminous amount of disclosure relating to his own personal corporate entities and his personal financial affairs. He takes the position that the information requested from third parties does not belong to him because he is either simply an employee, a minority shareholder, or has no relation to the corporate entities. In any way, he has no rights to the requested information.

[3] The Applicant is of the view that the Respondent falls under the definition of an individual with significant control over a corporation under the Business Corporations Act (Ontario), R.S.O. 1990, c. B. 16. (OBCA). The OBCA defines when an individual has significant control over a corporation as having a controlling interest, direct or indirect influence, or control in fact of the corporations. The Applicant alleges that this applies to the Respondent and his ties to the different corporations which are named in this motion.

[4] For the reasons set out herein, based on the evidence presented by the parties, I am of the view that the Respondent has direct or indirect influence or control or control in fact over the family-related corporations for which his parents are the sole shareholders. I specifically reject the contention that the Respondent is simply an an employee of one of his parents’ corporations. Furthermore, there is relevant information required to establish what has happened within the corporate entities where the Respondent has invested a considerable amount of money and for which those investments have been deemed to be lost or otherwise reimbursed.

[5] Accordingly, I agree with the disclosure order substantially in the form of the draft order filed by the Applicant. It shall issue to permit the Applicant’s expert to fully assess the Respondent’s financial interests for the purpose of equalization, and his available income for the purposes of child and spousal support.

Relevant Evidence

[6] Both parties have filed affidavits setting out the history of their relationship and post-separation events. Both have attempted to paint the other as the source of conflict in what can be described as another high-conflict case.

[7] The parties were married on October 11, 2014, and separated in September 2019. Their opinions differ on the relevant period of cohabitation. The Applicant is 43 years of age, and the Respondent is 38 years of age. They have four children aged 10, 7, 6, and 5.

[8] In 2012, the Applicant was diagnosed with a rare form of cancer, which is now a terminal diagnosis. She claims to reside with her parents in Lac-Beauport, Québec, and is required to go to Vancouver for her treatments. She also spends time in Mexico with her partner. The Respondent takes the position that she resides primarily in Mexico with her partner, other than when she returns to Canada to visit with the children.

[9] Since approximately 2021, the children have resided primarily with the Respondent in Casselman, Ontario.

[10] In June 2020, the Applicant brought an application before the court seeking, amongst other claims, child support and equalization of net family property. In August of 2022, with leave of the court, the Applicant amended her application to seek spousal support.

[11] As a result of her cancer diagnosis, the Applicant does not work and is in receipt of disability income since 2014 as well as a CPP disability pension. The Applicant’s annual income is roughly $80,000 per year.

[12] The Respondent is a mining and agricultural engineer now working for a family-owned farming business since early in the marriage. The Respondent’s evidence is that he was working abroad and spending half of his time at home until the Applicant was diagnosed with cancer. The Respondent states that he then arranged to return to Casselman to work for the family businesses.

[13] The Applicant states that the Respondent lives a comfortable lifestyle, residing on a company-owned farm with most of his expenses covered, driving company owned vehicles, benefiting from company employee services, and having a live-in nanny paid for by the family business to assist him with childcare.

[14] The Respondent denies that he receives such benefits from the family corporations, takes the position that whatever benefits he gets can properly be added to his income for calculation under the Child Support Guidelines (Guidelines), and ultimately believes that this matter should simply proceed to questioning.

[15] The Applicant is of the view that the matter cannot proceed to questioning until such time as she receives the necessary corporate information to identify the value of the Respondent’s interests on the date of marriage along with his proper income for child and spousal support purposes.

[16] On behalf of the family-owned corporations, the Respondent’s father, Charles Goubau, filed an affidavit setting out that the Respondent has no interest in the family corporations, and that the Respondent does not have direct or indirect control over those companies. The affidavit states only that the Respondent is an employee of one family farm corporation, being 8635234 Canada Inc., and does not provide information as to what work is done by the Respondent for that corporation. The Respondent’s evidence suggests that both 8635234 Canada Inc. and La Gantoise Inc. operate as farm corporations, but there is no evidence as to how the operations of those two corporations are different and no evidence to support the blanket statement that the Respondent is only an employee of 8635234 Canada Inc. In effect, there is no evidence to demonstrate what the Respondent does for that corporation and to demonstrate that his work is somehow limited to that corporation’s activities.

[17] When considering the financial issues raised by the Applicant, there are several issues or transactions which have been identified as requiring further information to allow the Applicant’s expert to properly assess the Respondent’s interests and income available for support purposes, including the following:

a. The Respondent purports to simply be an employee of one of his parents’ corporate entities which operates a farming business. His employer is purported to be 8635234 Canada Inc., which is purported to operate as a farm. A second corporate entity, La Gantoise Inc. (1801838), also purports to operate as a farm. It is unclear from the evidence as to the involvement of the Respondent and his siblings with the family farm corporations. The Respondent’s parents have filed an affidavit stating that they are the sole shareholders, directors, and officers of the family corporate entities. There are no details of how those corporations are operated and the benefits received by the children.

b. There is a total absence of evidence about what work the Respondent performs for 8635234 Canada Inc. Numerous affidavits in this proceeding have been filed stating that the Respondent is only an employee of the corporation with no controlling interest. The corporate lawyer provided correspondence which further states that he has no managerial role within 8635234 Canada Inc. However, the Respondent receives a significant income from 8635234 Canada Inc., and there is no explanation as to what he does to earn that income.

c. There was a significant corporate restructuring in 2021 for which the details have yet to be provided in a complete fashion. There are bits and pieces of information concerning amalgamations and corporate restructuring for various corporate entities, and the result is that there are now three remaining corporate entities relating to the family farm operation which are the following: La Gantoise Inc. (1801838), 8635234 Canada Inc., and La Ganda Inc. Very little information is provided to distinguish the activities of these corporate entities and how the Respondent and his siblings may be involved with them. What is clear is that both La Gantoise Inc. and 8635234 Canada Inc. operate as farming operations, but no evidence has been provided to distinguish between their activities and if there is an overlap in the work performed by the Respondent.

d. The Applicant identifies certain questionable transactions, such as the Respondent’s decision to loan back to 8635234 Canada Inc. fifty percent of his income for at least one year in order to assist with cash flow. No documentation has been provided about these transactions and how the Respondent came to loan fifty percent of his income back to the employer corporation. It is currently alleged that 8635234 Canada Inc. still owes a shareholder loan to the Respondent of approximately $23,000. If the Respondent is simply an employee, why would he loan fifty percent of his annual income to his employer?

e. Through his holding company, Goubau Holdings Inc., the Respondent invested approximately $240,000 in a corporate entity known as FarmLead Resources Ltd. (FarmLead) (now 990553 Canada Inc.). It is alleged that the Respondent, along with others, formed part of a group of Class A-1 shareholders who invested in the corporation. FarmLead was sold in 2022 to Bayer Crop Science, and the Respondent purports to have lost his investment as there were insufficient funds resulting from the sale to pay the loans and interest of Class A-2 shareholders, who were entitled to reimbursement in priority to the Class A-1 shareholders. This information was confirmed by a representative of FarmLead, who filed an affidavit just days before this motion, setting out corporate information relating to FarmLead’s sale to Bayer. The Applicant states that the sale of assets from FarmLead to Bayer is still unclear, and that further disclosure or at least time to fully assess the current disclosure is required to determine what interests, if any, are held by the Respondent or his siblings in such corporate entities.

f. There is another corporate entity known as Combyne Ag Inc., which appears to have been created to license Farmlead’s software in or around the time of certain corporate restructuring. It is alleged that Combyne Ag Inc. never had any assets. Details of the Respondent’s interest in this corporation were just recently provided by FarmLead and are still subject to review.

g. There is also a corporate entity known as CPLM Consulting Inc. in which the Respondent is said to have invested $40,000, the value of which is now purported to be nil. No supporting documentation has been provided to explain this transaction, however the Respondent now alleges that his initial investment was reimbursed to him at some point.

h. There is a final corporate entity, CPML Limited (2053344), which the Applicant denies having any interest in, but for which the date of inactivity coincides with the date of the family corporate restructuring in 2021. No details have been provided of any relationship between the Respondent and this corporate entity.

[18] The Respondent claims that he has provided all required disclosure and that this motion is simply asking for documentation that has already been provided when it comes to his corporate interests. I disagree. The most glaring shortfall in the Respondent’s disclosure relates to his involvement with the family corporations and what interests or benefits he or his siblings may have received or may still receive. There is no information provided as to how the Respondent’s siblings have been treated in the family corporations in order to evaluate if benefits have been provided to his siblings and not to the Respondent during a matrimonial dispute.

[19] At this stage, the Applicant acknowledges that FarmLead has provided a significant amount of information concerning the sale to Bayer but given the late service of this affidavit, the Applicant has yet to fully digest the information provided. There are allegations made about interests that the Respondent’s siblings may have in FarmLead which do not appear to have been fully explored.

Applicable Law

[20] The third parties who have advanced arguments on behalf of the Respondent have focused on matters relating to controlling interests and specific shareholdings. However, recent changes to the OBCA have defined when an individual has “significant control over a corporation” and the analysis is not simply limited to shareholdings. The OBCA now includes provisions relating to direct and indirect influence which can result in control in fact of a corporation.

[21] Determining whether an individual has direct or indirect influence that if exercised would result in control in fact of the corporation requires a consideration of factors that go beyond specific shareholders. Accordingly, the analysis is case specific. As such, evidence of how a corporation is operated becomes essential. There are provisions which involve related persons which must be considered in light of the factual circumstances in order to determine the role of a shareholders’ family member in a corporation.

[22] The obligation to disclose is then made relevant under the Guidelines when a spouse controls a corporation. Once again, the circumstances surrounding the spouse’s role within a corporation owned by a related person are very relevant to determining if there is direct or indirect control.

[23] The relevant portions of s. 1.1 of the OBCA read as follows:

Interpretation: individual with significant control

1.1 (1) For the purposes of this section, a significant number of shares of a corporation is,

(a) any number of shares that carry 25 per cent or more of the voting rights attached to all of the corporation’s outstanding voting shares; or

(b) any number of shares that is equal to 25 per cent or more of all of the corporation’s outstanding shares measured by fair market value. 2021, c. 40, Sched. 2, s. 1.

Individual with significant control

(2) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation:

1. An individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:

i. The individual is the registered holder of the shares.

ii. The individual is the beneficial owner of the shares.

iii. The individual has direct or indirect control or direction over the shares.

2. An individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation, as determined in accordance with subsection (5).

3. An individual to whom prescribed circumstances apply. 2021, c. 40, Sched. 2, s. 1.

Interpretation, direct or indirect control or direction

(3) The Lieutenant Governor in Council may make regulations defining the terms used in subparagraph 1 iii of subsection (2). 2021, c. 40, Sched. 2, s. 1.

Control in fact, par. 2 of subs. (2)

(5) Despite subsection 1 (5), and subject to subsection (6), the determination of whether an individual has direct or indirect influence that, if exercised, would result in control in fact of the corporation,

(a) shall take into consideration all factors that are relevant in the circumstances; and

(b) shall not be limited to, and the relevant factors need not include, whether the individual has a legally enforceable right or ability to effect a change in the board of directors of the corporation, or its powers, or to exercise influence over the shareholder or shareholders who have that right or ability. 2021, c. 40, Sched. 2, s. 1.

[24] When turning to the issue of disclosure, Canadian courts have identified that non-disclosure of assets is the cancer of matrimonial property litigation because it discourages settlement or promotes inadequate settlements while increasing the time and expense of litigation: see Leskun v. Leskun, 2006 SCC 25, [2006] 1 S.C.R. 920, at para. 34.

[25] Under rule 19(11) of the Family Law Rules (FLR), the court may order that disclosure in a non-party’s control be produced, examined by the party, and a copy of the document supplied to the party, if “it would be unfair to a party to go on with the case without the document”.

[26] The Respondent relies on the decision in Santilli v. Piselli, 2010 ONSC 2874, where the court denied relief sought at a motion for disclosure of third-party records. In that case, the court determined that the request for disclosure was based on speculation and no further disclosure was ordered.

[27] In Godwin v. Bryceland, 2008 ONCJ 495, at para. 21, the Ontario Court of Justice referred to some factors to be considered when seeking a production order from a third party:

-the importance of the documents in the litigation;

-whether production at the discovery stage of the process as opposed to production at trial is necessary to avoid unfairness to the appellant;

-whether the discovery of the defendants with respect to the issues to which the documents are relevant is adequate and if not, whether responsibility for that inadequacy rests with the defendants;

-the availability of the documents or their informational equivalent from some other source which is accessible to the moving parties;

-the relationship of the non-parties from whom production is sought, to the litigation and the parties to the litigation. Non-parties who have an interest in the subject matter of the litigation and whose interests are allied with the party opposing production should be more susceptible to a production order than a true “stranger” to the litigation.

[28] In Springer-Koven v. Koven, 2016 ONSC 4699, the Respondent husband’s mother owned the corporate entity which employed the Respondent. In that case, the court found that the request for additional disclosure went beyond mere suspicion and conjecture, warranting a further disclosure order against the third-party corporate entity controlled by the Respondent’s mother.

Analysis

Family Farm Corporations

[29] The Respondent takes issue with the Applicant’s request, particularly on the basis that the facts in Santilli are apposite. The Respondent states that the evidence demonstrates that the Applicant’s concerns are based upon mere suspicion and conjecture. The Respondent points to the Applicant’s affidavit which in some parts does not give the source of her understanding and impressions and is also based on her beliefs as opposed to evidence.

[30] However, when considering Santilli, there is a clear distinction to be made with that case where the request was made for disclosure without the benefit of any evidence. In the present case, such is not the situation. Here, it is particularly concerning that neither the Respondent nor his parents who own the family farm corporations have provided any details about the Respondent’s contribution to the family farm and what role he plays in the day-to-day operation of the family farm corporations. This is not information that is readily available to the Applicant, and it was incumbent on the Respondent and the parents to precisely clarify the role played by the Respondent for a determination to be made on the issue of significant control. Does the Respondent have direct or indirect influence in the corporations which make up the family farm business or does he have control in fact of those corporations? None of this evidence was provided.

[31] The court is left with a situation where the Respondent is paid a sizable salary and that he is only defined as a simple employee of one of the family farm corporations. Also of concern is that the Respondent has failed to present evidence which distinguishes the farming operations of La Gantoise Inc. and of 8635234 Canada Inc., making it impossible to determine if there is overlap in the work he does for those two corporate entities.

[32] Finally, as a result of the 2021 corporate restructuring, Charles Goubau testified that the three family corporations that remain in operation are the following: La Gantoise Inc., 8635234 Canada Inc., and La Ganda Inc. The position advanced by Charles Goubau focuses on if the Respondent is a shareholder, officer, or director of the various corporate entities. However, it is clear from the recent amendments to the OBCA that the determination of whether an individual has direct or indirect influence or control in fact of a corporation requires a much more detailed analysis. Evidence must go beyond a determination of whether the individual has a legally enforceable right or ability to effect change in a corporation. The Respondent and third parties have failed to address this criterion in their evidence, leaving me with the evidence of the Applicant which, based on her knowledge, is that the Respondent exercises significant control over the family farm corporations and that he plays a role in the management of these corporations.

[33] I also note that the best available evidence is that of the Applicant who provided information involving the years that she was assisting with various steps of the family corporations and her knowledge of the work being done by the Respondent during the period that they were a couple. Based on the limited evidence provided at this stage and only for the purpose of the disclosure order requested, I make a specific finding that the evidence warrants a conclusion that the Respondent is not a simple employee within the family corporations. His role places him in the category of individuals who have direct or indirect influence that if exercised would result in control in fact of the family farm corporations.

[34] In support of that conclusion, I also rely on the fact that both the Respondent and Charles Goubau appear to have intentionally omitted relevant information about the Respondent’s role in the family farm corporations, leading me to rely heavily on the evidence of the Applicant in this regard.

[35] Accordingly, and subject to changes made by the court to the draft order, I am satisfied that the criterion set out in rule 19(11) of the FLR has been met. The evidence supports that the documents in the possession of the family farm corporations, including all corporations both before and after various corporate restructurings, are both relevant and necessary to these proceedings in order to assess the Respondent’s corporate interests; the impact of the corporate reorganization which took place in 2021 in the midst of the ongoing matrimonial dispute; and the Respondent’s available income for the purposes of child and spousal support. It would be unfair to the Applicant to go on with the case without the requested documents.

FarmLead and Combyne Ag Inc.

[36] When considering the documentation requested involving FarmLead and Combine Ag Inc., I am satisfied that the Respondent’s significant investment of $240,000, which he claims now has a value of $0.00, warrants the Applicant’s right to fully explore the circumstances of those transactions to determine if they were legitimate. Of particular note is the participation of other family members in the FarmLead corporation and the full details of any benefits that they obtained from the FarmLead corporation. This includes the distinction between Class A-1 and Class A-2 preferred shares and confirmation of each family member's contributions to those shares needs to be properly set out for the Applicant, along with the benefits they derived from the sale to Bayer.

[37] While I appreciate that FarmLead just recently provided detailed information about those transactions, it is relevant that the wording of the proposed order is not objected to. As such, it is proper for the requested order to issue for all the required information to be provided to allow the Applicant’s expert to complete her review of this transaction and the lost investment.

[38] When considering the corporate entity Combyne Ag Inc., FarmLead’s representative, Mr. Lee, addressed this entity as being a corporation created to raise capital into an entity that would license Farmlead’s software for a specific new use case. Ultimately, there proved to be no investor interest, and nothing was done with Combyne Ag Inc. until its dissolution on December 20, 2023.

[39] While the Respondent testifies that he had no direct or indirect control over the operations of Combyne Ag Inc., there is once again an absence of information about who played a role in the operations and what role, even if minimal, the Respondent may have played, preventing an assessment of whether there was control or indirect control. Accordingly, the gap in evidence warrants that an order be made in respect of that corporate entity as per the draft order filed.

Other Corporate Entities

[40] The Applicant seeks disclosure orders against other corporate entities whose operations have either been discontinued, amalgamated or have otherwise been modified through corporate restructuring. I comment on the following:

a. Goubau Holdings Inc.: While the Respondent alleges that all information has been provided for Goubau Holdings Inc. and that access has been given through the Canada Revenue Agency accounts, a formal response must be given by way of affidavit to confirm what disclosure was already given, where it can be found, and specifically why any element of the disclosure is not available.

b. CPML Limited (2053344): The information about this corporation is insufficient. While it has a discontinuance date which coincides with the August 26, 2021 corporate restructuring, more information is required to establish a link to this entity. The Respondent has addressed this in his affidavit and he may be questioned on it. In the absence of any documentation which relates this entity to the Respondent or his family members, I make no order at this stage as the evidence is speculative at best and does not warrant a third-party order.

c. 630893 Ontario Inc., La Gantoise Inc. (426909), and 145064 Canada Ltée.: These corporate entities were corporations under the control of Charles and Marie Goubau, which formed part of restructuring transactions. I am not prepared to exclude these entities from the required disclosure. The evidence provided by the Respondent and Charles Goubau does not specifically address the operations of these entities, how they may differ from those of La Gantoise Inc. and 8635234 Canada Inc., and how they would necessarily exclude the Respondent. The date of separation predates most of the corporate changes, and the court has concerns that the absence of evidence surrounding the Respondent’s involvement in the family corporations is sufficient to meet the test of relevance and necessity under rule 19(11) of the FLR. The corporate changes were made in the midst of this current matrimonial dispute, and I am of the view that the disclosure relating to these companies must be provided as the restructuring is still recent and the documents are surely available.

Draft Order

[41] I have considered the draft order provided by the Applicant which mirrors the Notice of Motion. Changes are required to the wording of this draft to account for information which may not be in the possession of the Respondent, and to account for the involvement of certain third parties.

[42] Accordingly, the requested relief deals with undefined individuals under the class “members of his immediate or extended family”. This reference must be better defined. When considering the evidence filed, this class of individuals should be limited to Charles Goubau, Marie Goubau, Alain Goubau, Delphine Goubau and Laure Goubau.

[43] The required disclosure shall be provided by way of affidavit. The orders for disclosure may cover documents or information that are not or are no longer in the possession of certain individuals or corporate entities. Where such is the case, it should be explained in the disclosure affidavit.

Disposition

[44] For the reasons set out herein, the court makes the following orders:

1. The Respondent, Philippe Goubau, is hereby ordered to provide the following documentary disclosure within thirty (30) days:

a. Effective January 1st, 2013 to present, pursuant to s. 21 of the Child Support Guidelines, the financial statements of all corporations and its subsidiaries, and a summary of amounts paid including salaries, income, bonuses, dividends, management fees or other advantages, to individuals or corporations with whom the corporation or any corporation has a non-arm’s length relationship, and in the name of such, the financial statements for any corporations in the effective control of the Respondent and/or members of his family, which includes but is not limited to the following corporations:

i. Goubau Holdings Inc.;

ii. CPML Limited (2053344);

iii. Combyne Ag Inc./FarmLead Resources Ltd. (3313771);

iv. 630893 Ontario Inc.;

v. 8635234 Canada Inc.;

vi. La Gantoise Inc. (1801838);

vii. La Gantoise Inc. (426909);

viii. La Ganda Inc. (8635234); and

ix. 145064 Canada Ltée.

b. With regard to the corporation Combyne Ag Inc./FarmLead Resources Ltd. (990553 Canada Inc.), the Respondent shall disclose the following documents within 14 days:

i. All documentation regarding the investment of Goubau Holdings Inc. including:

1. All corporate management reports/records since the commencement of the investment;

2. The complete evidentiary record regarding this investment (from the acquisition of shares, during the period of marriage, through to the eventual disposition of the shares); and

3. Documentation regarding the sale of the majority of shares to Bayer Crop Science, including legal documentation relative to the sale, and corporate minutes concerning particularly holders of preferred shares.

ii. All disclosure in support of the promise of conversion of shares of the Respondent or Goubau Holdings Inc., including in particular all portions of the 1,520,572 shares that were in the name of the Respondent or a member of his immediate or extended family.

c. Regarding the corporations La Gantoise Inc., 8635234 Canada Inc., and La Ganda Inc., the Respondent shall disclose the following documents within 14 days:

i. Proof of any personal income (salaries, income, bonuses, dividends, management fees or other advantages) received from these corporations since their inception;

ii. Proof of any amount the Respondent lent to or borrowed from these corporations and any amounts reimbursed since their inception; and

iii. Copies of accounting books for these corporations as of January 1, 2013 (which will be provided to the Applicant’s expert for her to fulfill her duties and prepare her expert report).

2. Within 30 days, the following corporations for which the Respondent and/or member of his immediate or extended family hold or have held effective control (directly or indirectly) since January 1st 2013 shall disclose, as of January 1st 2013, their corporate books including the register of showing each shareholder and the types of shares, share transfers, list of shareholders showing the commencement and end of registration, unanimous conventions of shareholders, list of directors including dates of commencement and cessation of functions, as well as financial statements and those of their subsidiaries, and annual statements showing a breakdown of all salaries, wages, management fees or other payments or benefits paid to, or on behalf of, persons or corporations with whom the corporation, and every related corporation, does not deal at arm’s length including members of the Respondent’s immediate or extended family:

a. 630893 Ontario Inc.;

b. 145064 Canada Ltée.;

c. La Gantoise Inc. (426909);

d. La Gantoise Inc. (1801838);

e. 8635235 Canada Inc.;

f. Ganda Inc (8635234);

g. 8635234 Canada Inc.;

h. CPLM Consulting Inc. (2381047);

i. CPML Limited (2053344);

j. FarmLead Resources Ltd. / Combyne Ag Inc. (3313771); and

k. 9905553 Canada Inc (1962677).

3. Within 30 days, the corporations La Gantoise Inc., 8635234 Canada Inc., and La Ganda Inc., shall disclose:

a. Proof of all income or salary paid to the Respondent since the corporations’ inception (ex: salary, commission, bonuses, etc.); and

b. Proof of all loans provided to or received from the Respondent since the corporations’ inception.

4. Within 30 days, the corporations La Gantoise Inc., Ganda Inc., 8635234 Canada Inc., and 8635234 Canada Inc., shall provide disclosure regarding the acquisition of the Ferme Coloniale Charbonneau, including the full evidentiary record relative to this investment (from the acquisition of the property, through the period of marriage, until present).

5. Within 30 days, the corporation Combyne Ag Inc./Farmlead Resources Ltd., and/or 9905553 Canada Inc shall disclose:

a. All evidence pertaining to the investment of the Respondent, Goubau Holdings Inc., and members of the Respondent’s immediate or extended family, included:

i. Corporate financial statements from the onset of the investment;

ii. All documentation relative to the sale of the majority of corporate assets to Bayer Crop Sciences, including legal documents relative to the sale, and corporate minutes particularly concerning preferred shareholders; and

iii. All documentation pertaining to the transfer or distribution of shares of the Respondent or Goubau Holdings Inc., including specifically any portion of the 1,520,572 shares that belonged to the Respondent and/or to members of his immediate or extended family.

[45] The court has made some changes to the provisions of the draft order reproduced herein. If there are issues with the changes made by the court, any party may seek a virtual appointment with the court at a 9:00 am time.

Costs

[46] If the parties cannot agree on costs, the Applicant shall provide submissions within 30 days of this order not exceeding five pages, plus attachments. The Respondent parties shall respond within 30 days thereafter with submissions not exceeding five pages, plus attachments. The Applicant may reply within seven days of receiving the Respondent’s submissions with submissions not exceeding two pages, plus attachments.

Justice M. Labrosse Date: August 16, 2024