Endorsement

Introduction

The parties to these cross-applications seek various declaratory and substantive relief against each other. The thrust of their litigation is a business divorce between the principals of the two sets of litigants: David Civiero (“Civiero”) and Grant Alexander Hood (“Hood”). Their applications were scheduled to be heard over two days, commencing January 21, 2025. However, each set of parties brings their own preliminary procedural motion, which was argued prior to the commencement of the hearing of their applications. Because of the time taken to argue the motions, the two applications were adjourned pending the release of this endorsement, which sets out the manner in which those two proceedings will move forward.

Brief Background

Civiero and Hood, through numerous holding companies, invested in a number of real estate developments. Between them, they are the majority shareholders of those corporations, while some individual parties own far smaller interests. Mr. Groia pegs the value of those investments at $350 million while Mr. Laubman claims that the number is lower. There is no question, however, that the value of the parties’ interests in those corporations is substantial.

The majority of the corporate parties to these proceedings are holding companies for the individual parties’ real estate developments. Some of the corporate parties, rather than representing an entire development, represent the interests of Civiero, Hood and smaller investors in development joint ventures with other significant real estate development corporations.

In CV-23-2313, commenced on August 3, 2023 and amended on February 12, 2024 (the “Civiero Application”), Jacal Holdings Ltd. (Civiero’s holding company), Civiero and Glen Hansen (one of Civiero’s associates, jointly the “Civiero Parties”) seek the winding up through liquidation of a number of corporations that Civiero and Hood now control. They rely on s. 207 of the Ontario Business Corporations Act (“OBCA”). The Civiero Parties claim that Civiero and Hood are irretrievably deadlocked and unable to continue to work together any longer. Thus, only an immediate winding up and liquidation of all of their corporations through the appointment of a receiver and the release of the proceeds of this process can resolve the issues between them. The Civiero Parties further assert that Hood is improperly refusing to allow the distribution of funds already being held from the sale of certain investments. They want those funds immediately distributed.

In CV-23-3187, commenced on October 16, 2023 (the “Hood Application”), Grant A. Hood Holdings (Hood’s holding company), Hood, Michael Vernooy (an associate of Hood) and 2473003 Ontario Inc. (jointly the “Hood Parties”) oppose the winding-up/liquidation process requested by the Civiero Parties. Rather, they seek an order for a “buy-sell/shotgun” of those corporations. They assert that a winding up/liquidation process would unfairly depress the value of both parties’ interests and that only a buy-sell/shotgun process would allow for the parties to maximize the greatest value in their investments.

In sum, the Milton Applications (i.e. the Civiero Application and the Hood Application) deal with the manner in which the parties’ joint assets (mainly those of Civiero and Hood) will be disposed of and divided. The Civiero Parties assert that liability is not an issue in the Milton Applications. Instead, the only issue for the court is the manner of disposition of the corporations. The Hood Parties now disagree with this assertion regarding both the manner of disposition of the parties’ assets and the role that liability plays in that determination. They argue that no funds should be distributed until the claims of misconduct that each side makes against the other are determined.

The Milton Applications operate in parallel to an action and counterclaim by many of the same parties in the Toronto Superior Court of Justice under the oppression provisions at s. 248 of the OBCA (the “Toronto Action”). In the Toronto Action, Hood, his holding company and The Grant Hood Family Trust II are suing the Civiero Parties and others for, inter alia, a declaration of oppression and various damages. In their Counterclaim, Civiero and his holding company seek, inter alia, their own declaration of oppression against Hood and his holding company, declarations regarding alleged breaches of fiduciary duties and with regard to Hood’s claims to half of the proceeds of sale of one investment, as well as damages and related relief (the “Counterclaim”).

In his endorsement in the Toronto Action of December 11, 2024, case managing judge, Koehnen J. noted that “[i]t appears that there is some degree of overlap between the three proceedings but that there are also differences between them.” I agree with that comment but having reviewed the materials in the Milton Applications (which were not before Koehnen J.), having heard from counsel for the parties, and considering the issues each has raised, I find that there is a meaningful overlap between the two sets of proceedings. While the Toronto Action centres on the liability of the parties to each other and the Milton Applications deal with the manner of disposition of their joint assets, liability plays an important role in the Milton Applications as well. Thus, the issues in the two sets of proceedings cannot be neatly divided. That understanding informs my decision in these motions.

The Preliminary Procedural Motions

The Civiero Parties move for an order granting leave to amend their Notice of Application to add the following parties as Respondents to the Civiero Application: 8079 Eighth Line Halton Hills Inc. (“Eighth Line”), Dundas Diam Inc. (“Dundas Diam”), Susane Delaney as Trustee of the Delaney Family Trust, and 2670636 Ontario Inc. (the “Additional Parties”). They further seek leave to amend their pleadings accordingly.

Counsel for the Hood Parties originally communicated their clients’ consent to the amendments (including the addition of the four Respondents). But they never signed the form for the formal Consent. The Hood Parties now oppose the terms to which their counsel already communicated their consent.

For their part, the Hood Parties move for three primary heads of relief: 1) to convert the Milton Applications into actions; 2) to consolidate them with the Toronto Action; and 3) to transfer them to Toronto. They also seek leave to extend the cross-examination of Civiero by a further half-day (after a full day cross-examination) and to file an expert report served only 40 days prior to the date set for the hearing of the Application.

For the reasons that follow:

a. I grant the Civiero parties leave to add the parties as set out in their Notice of Motion; and
b. I order that the Milton Applications be converted to actions, transferred to the Toronto Superior Court and consolidated with the Toronto Action.

In light of that ruling, I decline to make any further procedural rulings in this matter and leave any such issues to the case managing judge of the Toronto Action.

Motion to Add Parties and Amend

The jurisdiction to add a necessary party to a proceeding is set out in r. 5.03(1) of the Rules of Civil Procedure. It states that “[e]very person whose presence is necessary to enable the court to adjudicate effectively and completely on the issues in a proceeding shall be joined as a party to the proceeding.”

The jurisdiction to amend pleadings is set out at r. 26.01 and is mandatory, subject to non-compensable prejudice. It reads as follows: “[o]n motion at any stage of an action the court shall grant leave to amend a pleading on such terms as are just, unless prejudice would result that could not be compensated for by costs or an adjournment.”

The motion to add parties and amend pleadings is not the result of a last minute request. In fact, about eleven months ago, on February 24, 2024, Mr. Sischy, one the lawyers representing the Hood Parties, wrote to counsel for the Civiero parties. In his email, Mr. Sischy plainly confirmed that “we have instructions to consent to the amendments to the Notice of Application”. Those amendments included the added parties. That strikes me as a clear communication of an agreement by counsel who has authority to do so. Nothing before me indicates that the Civiero Parties were seeking costs of any request to add those parties and amend their pleadings.

The arguments raised by the Hood Parties against the Civiero Parties’ motion are not compelling. Mr. Groia fairly admits that if there was an agreement between the parties, it should be enforced. But he and Mr. Sischy argue that there was no agreement because they did not sign the formal Consent form. I disagree. Mr. Sischy’s email of February 24, 2024 could not have been more clear in indicating his clients’ acceptance. The signing of the Consent form was simply a formality.

In his endorsement of December 11, 2024 in the Toronto Action, case managing judge, Koehnen J. cited the comments of D.M. Brown J., as he then was, in Western Larch Limited v. Di Poce Management Limited, 2012 ONSC 7014, para 268, as follows:

If parties agree to an expedited trial, they must honour their agreement, not resile from it. The fact that our litigation system is adversarial in nature does not justify the breach of promises or representations made to the court.

That comment applies to the facts of this motion and operates as a complete answer to the Hood Parties’ objections to the relief sought.

Moreover, I add the following. In addition to claiming that there was no agreement, the Hood Parties now raise the spectre of potential abuse of process if the amendment is allowed to proceed. That is because of a risk of inconsistent findings between the Milton Applications and the Toronto Action. Counsel for the Hood Parties concede that this issue was not raised until six days before the motion and application date.

In any event, my decision to grant the Hood Parties’ motion, in the manner set out below, obviates any abuse of process concerns arising from the risk of inconsistent findings as the two sets of proceedings will be consolidated in Toronto.

Motion to Convert the Milton Applications to Actions, Transfer them to Toronto SCJ and Consolidate them with the Toronto Action

The Hood Parties seek to convert the Milton Applications to actions, and to consolidate them with the Toronto Action by transferring them to the Toronto Superior Court. They argue that the issues in the Milton Application cannot be determined on a paper record. That is because the issues are complex and raise serious issues of credibility, which require the court to make findings of fact. The issues are complex because the parties’ holdings are complex. Each development has its own share structure and most have their own Unanimous Shareholder’s Agreement (“USA”).

Credibility is at issue because the conduct of the parties is in issue. The Hood Parties allege that Civiero engaged in financial misconduct towards them. Because of that misconduct, they contend that the Civiero Parties are not entitled to a winding up order.

Mr. Laubman, for the Civiero Parties, relies on three arguments against conversion of the Milton Applications. He argues that: 1) Koehnen J. has already decided this issue within the context of the Toronto Action; 2) the parties had agreed to proceed with the issues in the Milton Applications by way of application; and 3) an application is the proper form of proceeding to resolve those issues in any event. I will deal with those objections in order.

The Koehnen J. Endorsement of December 11, 2024 did not Determine the Issues Raised in the Hood Party’s Motion

On December 11, 2024, the parties to the Toronto Action appeared before Koehnen J., who had been appointed as case manager. At that time, Hood and the parties aligned with him in that action, moved to have Koehnen J. order that the Milton Applications be converted to actions and consolidated in Toronto with the Toronto Action. Koehnen J. rejected the request, finding that the moving parties before him had agreed to the application process for the Milton Application and that no good reason had been offered to him for that change of position.

That being said, at para. 7 of his endorsement Koehnen J. made clear that he was not pre-empting any decision that could be made in the Milton Applications. Citing the fact that the Hood Parties were bringing a motion in Milton to convert the Milton Applications to actions, he wrote:

7. Hood has advised that it will be moving to convert the Milton applications to a trial. This endorsement is not intended to affect the Milton proceedings in any way. The parties are free to make whatever arguments with respect to those applications that the applications judge deems appropriate.

During the argument of this motion I questioned whether I was bound by Koehnen J. order and reasons. In considering the parties’ arguments and reviewing the Koehnen J. endorsement, I find that I am not so bound. I say this because:

a. The motion was argued before Koehnen J. at a case conference, in the absence of evidence. He relied instead on conference briefs. However, I have before me an extraordinarily fulsome record that consists of over ten thousand pages of materials and numerous facta, including affidavits and facta for this motion.

b. The lack of evidence before Koehnen J. would not be relevant to my determination of this motion if not for the fact that Koehnen J. was clear, as set out above, that his decision was without prejudice to the arguments and motion itself in the Milton Applications. He was equally clear that the parties are “free” to make whatever arguments in this regard that they wished in this proceeding;

c. I see Koehnen J.’s decision as refusing to fetter the discretion of this court in the motions that could be brought within the context of the Milton Applications. His decision was “to let the two Milton applications proceed on January 20 and 21” in the manner set out above. He also anticipated that the ruling of this court may affect the Toronto Action, ordering a further case conference “to address scheduling of this proceeding and any additional steps that parties may wish to take in light of how the Milton applications unfold.”

Thus I do not find myself bound by the Koehnen J. decision of December 11, 2024. It does not prevent this court from making its own determination within a different context as found in the Milton Applications, and upon different materials than those before Koehnen J.

Agreement of the Parties

In many ways, the agreement of the parties to resolve the portion of their dispute regarding the disposition of their joint investments within the context of the Milton Applications, is the strongest argument made by the Civiero Parties.

The Civiero Parties commenced the Milton Applications almost two years after the statement of claim in the Toronto Action was delivered. It was open to the Hood Parties to move at that time to strike the Notice of Application as an abuse of process. Instead, they brought their own application, both opposing the relief sought in the Civiero Application and requesting alternative relief.

The history of the Milton Applications shows that there was no objection to the present form of proceeding until just a few months ago. I summarize that history below:

Date	Event
August 3, 2023	Civiero Parties issue their Application.
October 17, 2023	Parties attend before Chang J. for a civil case conference. His endorsement notes that the Hood Parties would be issuing their own application. Chang J. writes in his endorsement: “The parties all agree … that both applications should be heard together with common application materials, cross examinations, factums and oral arguments.”
November 9, 2023	David Sischy (counsel for the Hood Parties) writes to Shaun Laubman (counsel for the Civiero Parties), proposing a slightly revised litigation timetable.
May 17, 2024	David Sischy writes to R.S.J. Ricchetti, as he then was, on behalf of both parties, requesting an adjournment of the previously scheduled dates to hear the Milton Applications because of Mr. Groia’s impending surgery. He writes “…all parties agree that the matter should be rescheduled for the soonest available two-day slot after June in Milton or in Brampton if possible.”
September 12, 2024	Counsel for the parties appeared at Milton Triage Court. Coats J.’s endorsement cites the anticipated motion in Toronto to have the Milton Applications heard in Toronto with the Toronto action. No mention is made at that time of a motion in Milton.
December 5, 2024	The parties appeared again at Milton Triage Court, this time before me. At that time, Mr. Sischy advised of the Hood Parties’ intention to move before this court for the relief sought in the Hood Parties’ motion. At that time, the motion had been argued before Koehnen J. in Toronto but no decision had yet been released. I adjourned triage court for a week.
December 12, 2024	Coats J. noted that the Koehnen J.’s endorsement had been released. She adjourned both sets of parties’ motions to the commencement of the Milton Applications.

Koehnen J. understood that the history of the Milton Applications was one of consent to the application process until close to the end. As he wrote at para. 5 of his December 11, 2024 endorsement:

5. During the hearing, I asked counsel for Hood what prompted the change in position from agreeing to have the two applications heard together in June to objecting to their being heard together and seeking consolidation with the oppression proceeding in September. I was told that it had become clear in the last few months because of several issues that arose on cross examinations, that the matters should be consolidated into a single trial. There were no further specifics.

During the argument of this motion, no transcripts of cross-examinations were brought to my attention which would explain the Hood Parties’ change of position.

Thus, I take it that there was an implicit understanding between the parties until the Fall of 2024 that the issues raised in the Milton Applications should be resolved within applications. Further, like Koehnen J., I cannot say that a new event or disclosure has been brought to my attention which explains the Hood Parties’ change of heart.

While that is an important factor, I cannot find that it is determinative because as I set out below, I find that the issues raised in the Milton Applications cannot be neatly separated from the Toronto Actions. Even if I accept that the parties had, until shortly before the Milton Applications were set to be heard, understood and even agreed that an application is the proper form of proceeding to resolve the issues in those proceedings, I retain the inherent discretion to control the process of this court. In doing so, I may determine the most appropriate form of proceeding to resolve the issues raised by the parties. As set out below, I find that the issue of fault permeates the issues that must be resolved in the Milton Applications.

An Action is the Preferable Form of Proceeding for the Issues Raised in the Milton Applications

Under r. 14.02, “[e]very proceeding in the court shall be by action, except where a statute or these rules provide otherwise.”

Subrule 14.05(3) sets out the circumstances in which a proceeding may be commenced as an application. It states:

(3) A proceeding may be brought by application where these rules authorize the commencement of a proceeding by application or where the relief claimed is,

(a) the opinion, advice or direction of the court on a question affecting the rights of a person in respect of the administration of the estate of a deceased person or the execution of a trust;

(b) an order directing executors, administrators or trustees to do or abstain from doing any particular act in respect of an estate or trust for which they are responsible;

(c) the removal or replacement of one or more executors, administrators or trustees, or the fixing of their compensation;

(d) the determination of rights that depend on the interpretation of a deed, will, contract or other instrument, or on the interpretation of a statute, order in council, regulation or municipal by-law or resolution;

(e) the declaration of an interest in or charge on land, including the nature and extent of the interest or charge or the boundaries of the land, or the settling of the priority of interests or charges;

(f) the approval of an arrangement or compromise or the approval of a purchase, sale, mortgage, lease or variation of trust;

(g) an injunction, mandatory order or declaration or the appointment of a receiver or other consequential relief when ancillary to relief claimed in a proceeding properly commenced by a notice of application;

(g.1) for a remedy under the Canadian Charter of Rights and Freedoms; or

(h) in respect of any matter where it is unlikelythat there will be any material facts in dispute requiring a trial.

The test for a conversion of an application to an action under r. 14.05(3) is found in Obolus Ltd. v. International Seniors Community Care Inc., 2023 ONCA 708, para 11. There, Sossin J.A., writing for the majority (Fairburn A.C.J.O. concurring and Feldman J.A. dissenting, but not on the point), adopted the test in Fort William Indian Band v. Canada, paras 28-31. In that case, G.P. Smith J. set out the following principles:

[28] As a general principle, it is well established that an application should be used when there is no matter in dispute and when the issues to be determined do not go beyond the interpretation of a document.

[29] An application proceeding will not be converted into an action unless there is a good reason to do so, such as when the judge who will hear the matter cannot make a proper determination of the issues on the application record.

[30] When issues of credibility are involved or when viva voce evidence is required, a matter should proceed as an action.

[31] When a factual dispute simpliciter is involved, this by itself is not sufficient to convert an application into an action. The fact(s) in dispute must be material to the issues before the court. [Citations omitted.]

A judge tasked with a motion to convert an application to an action is “required to review evidence to make findings of fact to determine whether the proceeding was properly commenced by way of an application and whether it could be properly resolved as an application”: Obolus Ltd. v. International Seniors Community Care Inc., 2023 ONCA 708, para 10.

Here, the evidence is not disputed that the parties have reached an impasse and are unable to work together. They must engage in what I describe as a business divorce. They have numerous, very valuable assets to divide but cannot agree on how to do so and in some cases, even whether they should be divided, despite their impasse. The Hood Parties argue in part that the USAs which apply to some of the corporate parties are premised on the notion of continuing their business arrangements until the completion of the development project in question.

But even more to the point, the Hood Parties argue that Civiero has acted so badly towards them or Hood himself that he should not be entitled to a winding-up order. They point to Muscillo v. Bulk Transfer Systems Inc., where Newbould J. stated:

26 There is authority that if the person seeking relief is the person who caused the lack of confidence between them, relief should not be granted. See Farley J. in Wittlin v. Bergman, 19 O.R. (3d) 145. In Tilley v. Hails, 7 O.R. (3d) 257, Borins J. (as he then was) quoted with approval a statement by Lord Cozens-Hardy quoting from Lindley on Partnership:

All that is necessary is to satisfy the Court that it is impossible for the partners to place that confidence in each other which each has a right to expect, and that such impossibility has not been caused by the person seeking to take advantage of it.

The point was confirmed in 2025925 Ontario Inc. v. Maramusche Holdings Inc., 2023 ONSC 3041. Citing Muscillo and Tilley v. Hails, Vermette J. wrote, at para. 276: “if the impossibility for the partners to place confidence in each other was caused by the person seeking relief, relief should not be granted”.

Here, the Hood Parties argue that Civiero’s misconduct is the reason for the impossibility of them continuing to place confidence in Civiero. They raise three complaints:

a. In an investment property known as Thompson Road, Civiero took title in his own name. But the Hood Parties allege that Civiero held 50% of his interest in that property in trust for Hood. In a matching investment, Hood is alleged to have held full legal title to another development property, subject to a 50% trust interest for Civiero. Nonetheless, when Thomson Road was sold for $20,000,000, Civiero pocketed the entire proceeds of sale. Counsel for Hood describes this as theft.

b. The Hood Parties cite what they claim to be improper claims by Civiero for recompense for “sweat equity” in other investments and for other payments in excess of his share of the investment.

c. Koehnen J. complain of Civiero’s conduct in setting up his own management company for all of their joint investments when they already had a jointly held corporation for just that purpose. They claim that Civiero transferred all of the relevant records from the joint management company to his own company.

Civiero responds that he believes that Hood is the one who has engaged in misconduct. But in his view both parties’ concerns in that regard can be resolved within the Toronto Action. Further, the Civiero Parties claim that what the Hood Parties are looking to do is to simply delay the resolution of this proceeding as a form of execution before judgment or Mareva injunction. That is, they seek to delay the distribution of the funds to which the Civiero Parties are entitled despite the fact that there is no finding that they owe anything to the Hood Parties.

In considering all of the factors cited above, I must conclude that an action rather than application is the most appropriate form of proceeding to resolve the issues raised by the parties to the Milton Applications. In making this finding, I rely on the following factors:

a. The complexity of the proceedings. At present, the Milton Applications involve ten investment corporations with different share structures, internal rules and values. As Schedule “A” to this endorsement (which is taken from the Civiero Parties’ Factum for the Civiero Application) demonstrates, each investment has its own share structure and most have their own USA.

b. The volume of materials filed in the Milton Applications is in excess of ten thousand pages. Yet the parties had scheduled this matter to be heard as a two-day application.

c. One head of relief sought by the Hood Parties is the late-filing of an expert report from Ernst & Young LLP, which deals with the financial and tax consequences of ordering a winding up/liquidation vs. a buy-sell/shotgun process. While I find it unnecessary to determine whether it should be admitted into evidence in light of my ruling regarding conversion, transfer and consolidation, it is to be expected that the Civiero Parties will commission their own expert report. I cannot see how the issues can be properly determined without such expert evidence. This will likely add to the complexity of these proceedings. It may further be necessary for the court to hear from both experts and for them to be cross-examined in open court.

d. The Hood Parties’ arguments against the winding up/liquidation of the corporations which are the subject of the Milton Applications centre in large measure on a determination of the conduct of the parties. The court will have to determine whether any improper conduct by either or both parties is the reason for the parties’ loss of confidence in each other. That inevitably requires a determination of credibility, which cannot be properly determined on a paper record. The parties will have to offer viva voce evidence, subject to cross-examination, before the trier of facts.

e. The determination of the method by which the parties’ interests in their joint investments will be sold and/or divided, whether wind-up/liquidation or buy-sell/shotgun or some combination should be clearly set out in pleadings by the parties in an action.

f. Finally, the issues in this case are significant and involve a great deal of money.

Taken together, because of the factors cited above, I find that the Milton Applications should be converted to actions, so that they can be determined in a full trial.

Transfer and Consolidation

Section 138 of the Courts of Justice Act, RSO 1990, c C.43, directs that “[a]s far as possible, multiplicity of legal proceedings shall be avoided.”

The jurisdiction to join two or more proceedings is found in r. 6.01, which reads as follows:

Where Order May Be Made

6.01 (1) Where two or more proceedings are pending in the court and it appears to the court that,

(a) they have a question of law or fact in common;

(b) the relief claimed in them arises out of the same transaction or occurrence or series of transactions or occurrences; or

(c) for any other reason an order ought to be made under this rule, the court may order that,

(d) the proceedings be consolidated, or heard at the same time or one immediately after the other; or

(e) any of the proceedings be,

(i) stayed until after the determination of any other of them, or

(ii) asserted by way of counterclaim in any other of them.

(2) In the order, the court may give such directions as are just to avoid unnecessary costs or delay and, for that purpose, the court may dispense with service of a notice of listing for trial and abridge the time for placing an action on the trial list.

During the argument of the parties’ motions, Mr. Laubman conceded that if the Milton Applications were converted to actions, the parties will have to reconsider the issue of transfer and consolidation.

Inasmuch as the conduct of the parties is relevant to the issues raised in the Milton Applications and are central to the Toronto Action, there is an obvious risk of inconsistent findings between the two proceedings. In order to avoid that risk, which would amount to an abuse of process, the two sets of proceedings must be consolidated.

Ordinarily, a court cannot order that a proceeding be transferred to another jurisdiction. Rather, the “receiving” court must order the transfer. But in this case, there are parallel proceedings in Toronto.

Before the completion of these reasons, Koehnen J. reached out to me, with the consent of the parties, to discuss the best way of proceeding with both sets of cases. He did not attempt to advise me as to which decision I should make. However, he is the Justice who is usually asked by Firestone R.S.J. of the Toronto Superior Court to consider transfers of civil proceedings to Toronto. Koehnen J. indicated that if I wished to order a transfer of these proceedings to Toronto, he would not object.

In sum, following r. 1.04(1), I find that a transfer to Toronto of these proceedings and their consolidation with the Toronto Action is the “just, most expeditious and least expensive” manner of determining all three proceedings”. In light of Koehnen J.’s comments, above, I find that I have the jurisdiction to make that order.

Undoubtedly, Koehnen J., in his role as case manager, will make whatever procedural rulings are necessary regarding pleadings, expert evidence, timetables and other steps required to move this matter expeditiously to trial.

Costs

I am not in a position to determine the costs of the Milton Applications as they have not been argued on the merits. That is an issue which I reserve to trial.

Regarding the motions that I have heard, there appears to be divided success. Further, the relief that I have granted above was requested by each successful party well into these proceedings. Thus, my first inclination would be to order no costs of the motions.

However, if either party seeks their costs of these motions, they shall consult with the other party. If they are unable to agree, any party seeking costs of these motions shall serve and file their costs submissions of no more than three pages, double-spaced, along with a costs outline, within 14 days. The other side may respond in kind within a further 14 days. If I have not received any such submissions within 30 days of the release of these reasons, I will assume that the parties have resolved the issue and make no costs order.

Date: February 3, 2025

SCHEDULE “A” TO THE ENDORSEMENT OF KURZ J.

LIST OF REAL ESTATE CORPORATIONS WHICH COMPRISE THE MILTON APPLICATIONS

Name	Hood and Civiero’s Shareholdings	Minority Shareholders	Directors	USA ¹	JV ²	Description of Business
DG Farms Burnhamthorpe Inc. (“Biggar”)	Hood: 47.32% Civiero: 47.32%	Vernooy (5.36%)	Hood, Civiero	Yes	No	Developing land located at 191 & 205 Burnhamthorpe Road East, Oakville
823 Trafalgar DG Farms Inc. (“Glassman”)	Hood: 95.03% Civiero: 3.96%	Vernooy (1.01%)	Hood, Civiero	Yes	No	Developing land located at 823 Trafalgar Road, Georgetown
Mayfield Road Brampton Inc. (“Mayfield”)	Hood: 35% Civiero: 35%	Vernooy (10%) Doracin (10%) Korsiak (10%)	Hood, Civiero	Yes	No	Executing the final stage of developing land located at Mayfield Road in the City of Brampton
DG Farms 10th Side Road Inc. (“Rosetti”)	Hood: 49.75% Civiero: 49.75%	Vernooy (0.5%)	Hood, Civiero	Yes	Yes – Mattamy	Developing land located at 14256 10th Side Road in Halton Hills
Ninth Line Mississauga Ventures Inc. (“Ninth Line”)	Hood: 44% Civiero: 44%	Vernooy (2%) Doracin (10%)	Hood, Civiero	Yes	Yes – Mattamy	Developing land located at 5150 & 5170 Ninth Line, Mississauga
13428 10 Side Road Inc. (“Ashgrove House”)	Hood: 50% Civiero: 50%	None	Hood, Civiero	No	No	Developing land located at 13428 10 Side Road, Halton Hills
2074801 Ontario Inc.	Hood: 45% (indirect) Civiero: 45% (indirect)	None	Hansen	No	No	Owner of tenanted five-acre commercial property located at 10 Churchill Drive, Barrie
Dundas Diam Inc.	Hood: 47.5% Civiero: 47.5%	Delaney Family Trust (2%) 2670636 Ontario Inc. (3%)	Hood, Civiero	Yes	Yes – Argo	Developing land located at Part Lot 8, Conc. 1, Trafalgar, North of Dundas Street, Oakville
8079 Eighth Line Halton Hills Inc. (“Eighth Line”)	Hood: 46.5% Civiero: 46.5%	Vernooy (2%) Doracin (5%)	Hood, Civiero	Yes	No	Formerly developed and sold land located at 8079 Eighth Line, Halton Hills
DG Four Stacks Inc.	Hood: 50% Civiero: 50%	None	Hood, Civiero	No	Yes – Argo	Developing 177 acres of land in Mississauga

¹ Whether the corporation is governed by a unanimous shareholders agreement.
² Whether the corporation is a participant in a joint venture with any third parties.