



COURT OF APPEAL FOR ONTARIO

CITATION: Toronto Standard Condominium Corporation No. 2095
    v. West Harbour City (I) Residences Corp., 2014 ONCA 724

DATE: 20141022

DOCKET: C57795

Laskin, Rouleau and Epstein JJ.A.

BETWEEN

Toronto Standard Condominium Corporation No. 2095

Applicant (Appellant)

and

West Harbour City (I) Residences Corp.

Respondent (Respondent)

Thomas McRae and John De Vellis, for the appellant

Richard P. Hoffman, Harry Herskowitz and Sabrina
    Adamski, for the respondent

Heard: June 3, 2014

On appeal from the judgment
    of Justice David L. Corbett of the Superior Court of Justice, dated September
    23, 2013, with reasons reported at 2013 ONSC 5987.

Rouleau J.A.:

OVERVIEW

[1]

West
Harbour
(I)
    Residences Corp. (the declarant) is the declarant of the condominium
    registered as Toronto Standard Condominium Corporation No. 2095 (TSCC 2095).
    TSCC 2095s first board of directors, appointed by the declarant, adopted
    By-Law No. 2 requiring TSCC 2095 to enter into a warranty agreement with the
    declarant. That agreement limits the declarants warranties in respect of the
    common elements of TSCC 2095 to the statutory warranties provided in the
Ontario New Home Warranties Plan Act
,
    R.S.O. 1990, c. O.31 (
ONHWP Act
). The agreement also prevents TSCC 2095 from making any warranty
    claim in respect of the common elements except through the process established
    for and administered by the Tarion Warranty Corporation, which administers the
ONHWP Act
.

[2]

After a new TSCC 2095 board of directors was
    elected by the purchasers of individual units, TSCC 2095 brought an application
    seeking a declaration that By-Law No. 2 and the warranty agreement were invalid
    on the grounds that enacting the by-law and entering into the warranty
    agreement were beyond the authority of the declarant-appointed board of
    directors. TSCC 2095 also maintains that the by-law and agreement are
    unreasonable and therefore inconsistent with the
Condominium
    Act, 1998
, S.O. 1998, c. 19.

[3]

On September 23, 2013, the application judge
    dismissed the application, and TSCC 2095 now appeals that dismissal.

FACTS

[4]

The dispute grows out of a residential
    condominium project at 628 Fleet Street in Toronto. The appellant, TSCC 2095,
    is a condominium corporation. The respondent, West
Harbour
, is the declarant of the condominium, having filed the declaration
    on July 23, 2010. The first board of directors of TSCC 2095 was appointed by the
    declarant. On July 30, 2010 that board of directors enacted By-Law No. 2, which
    states, in part, that the directors of the Corporation [i.e. TSCC 2095] shall
    cause the Corporation to enter into an agreement with [the declarant]
    stipulating, among other things, that

The Corporation shall have no rights against the
    Declarant beyond those that are specifically granted to the Corporation under
    the Condominium Act, the Ontario New Home Warranties Plan Act and by Tarion
    Warranty Corporation, formerly the Ontario New Home Warranty Program;

the Corporations only recourse against the Declarant
    for a final and binding resolution of any outstanding, incomplete or deficient
    construction items and any other related matters relating to the Property, the
    Corporation and the Building shall be through the process established for and
    administered by Tarion Warranty Corporation;



(e)     the Agreement shall neither be terminated nor
    terminable by the Corporation following the Turnover Meeting;

[5]

Also on July 30, 2010, TSCC 2095 and the
    declarant entered into the warranty agreement containing the provisions
    specified in By-Law No. 2. The warranty agreement states that the parties agree
    to those provisions in consideration of the premises and mutual covenants and
    agreements herein contained and other valuable consideration.

[6]

The warranties statutorily provided for by the
ONHWP Act
are limited in various ways.
    For instance, the amount of compensation is capped with respect to the common
    elements to a maximum of the lesser of $2,500,000 or an amount equal to $50,000
    multiplied by the number of condominium dwelling units in the condominium
    project. There are also specified and limited time periods for reporting
    certain deficiencies. TSCC 2095 has identified certain alleged construction
    deficiencies that it says may not be warrantable within the purview of the
    Tarion Warranty Corporation process. However, the point is in dispute and all
    of the deficiencies identified to date are being addressed in that process.

[7]

The warranty agreement and By-Law No. 2 were
    disclosed in the declarants disclosure statement, and in the agreements of
    purchase and sale that the declarant entered into with original purchasers. In
    his reasons, the application judge notes that the by-law and [warranty]
    agreement were registered on title to the condominium project, to give notice
    to all prospective purchasers of condominium units that the liability of the
    developer to the condominium corporation was limited. According to the
    declarant, all purchasers were represented by counsel.

[8]

In accordance with the
Condominium Act
, s. 43, the initial
    condominium board appointed by the declarant must call and hold a turnover
    meeting within 42 days after the declarant ceases to be the registered owner of
    a majority of the condominium units. At the turnover meeting the individual
    unit owners elect a new board. The turnover meeting for TSCC 2095 was held on October
    28, 2010.

[9]

On May 15, 2012, TSCC 2095 filed its Notice of
    Application, through which it sought a declaration that By-Law No. 2 and the
    warranty agreement were void and of no force or effect.

[10]

The application judge dismissed
TSCC 2095s application finding that [n]othing in the
Condominium Act,
the
ONHWP Act
,
or any other provincial legislation, precludes a developer from
    limiting its liability in respect to common elements. There was, therefore, no
    basis for concluding that By-Law No. 2 or the warranty agreement were
ultra vires
the declarant board or
    unreasonable within the meaning of the
Condominium
    Act
.

ISSUES

[11]

On appeal, TSCC 2095 argues that By-Law No. 2 is
    void and of no force or effect because:

a.

it is not within the enumerated subject matters of permissible by-laws
    provided for in s. 56 of the
Condominium Act
, and is inconsistent with
    the
Condominium Act
and TSCC 2095s declaration; and

b.

it is otherwise unreasonable, contrary to the
Condominium Act
.

[12]

TSCC 2095 then argues that, absent a properly
    enacted by-law, the directors had no authority to enter into the warranty
    agreement with the declarant.

[13]

The issues on appeal are, therefore, as follows:

1.

Is the impugned by-law
ultra vires
?

2.

Is the impugned by-law unreasonable?

3.

Can the warranty agreement be valid even if the by-law is found to be invalid?

ANALYSIS

(1)

Is the impugned by-law
ultra vires
?

[14]

The application judge found that s. 56 of the
Condominium Act
provided the initial
    board of TSCC 2095 broad authority to adopt by-laws governing the management
    and operation of the condominium. Encompassed within this broad discretion was
    the power to enact By-Law No. 2. In his reasons, the application judge noted that

it would be within the Boards jurisdiction to
    assert, prosecute and settle a claim against [the declarant]. It follows, then,
    that it is within the Boards jurisdiction to decide not to do any of these
    things and to embody that decision in an agreement.

[15]

TSCC 2095 argues that the application judge erred in three respects.
    First he erred in concluding that the by-law fell within the powers granted in
    s. 56 of the
Condominium Act
. Further, he erred in failing to find that, even if authority for
    the passage of By-Law No. 2 could be found in the various subsections of s. 56(1),
    it was nonetheless unauthorized because it breached the requirement in s. 56(1)
    that a by-law adopted by the board not be otherwise contrary to this Act or to
    the declaration. Finally, he erred in failing to find that by passing By-Law
    No. 2 the declarant-appointed directors breached their statutory obligations
    set out in s. 37 of the
Condominium Act
. I will deal with these three submissions in turn.

(a)

Does the by-law fall within one of the powers
    listed in s. 56(1)?

[16]

The relevant portions of s. 56 provide as
    follows:

56.  (1) The board may, by resolution, make, amend or
    repeal by-laws, not contrary to this Act or to the declaration,



(l) to govern the management of the property;

(m) to govern the use and
    management of the assets of the corporation;

(n) to specify duties of the corporation in addition to
    the duties set out in this Act and the declaration;



(p) to govern the conduct generally
    of the affairs of the corporation.

[17]

TSCC 2095 argues that the powers listed in s.
    56(1)(l), (m), (n) and (p) are far too general to support the By-law
    authorizing the execution of the Agreement.

[18]

I acknowledge that the wording of these
    provisions is general. They grant very broad authority to the board of
    directors of a condominium corporation. Subsection (p) is particularly broad in
    that it provides that a by-law will be within the boards by-law making power provided
    that it governs the conduct generally of the affairs of the corporation. I
    see no reason not to give effect to the words chosen by the legislature. TSCC
    2095 provides no case law in support of its argument that, because the power
    conferred is general, it ought to be ignored or somehow limited or read down.

[19]

The purpose of By-Law No. 2 and of the warranty
    agreement is to arrange the affairs of the condominium corporation and, more
    specifically, its relationship with the declarant. By-Law No. 2 provides a
    framework within which the condominium corporation will deal with any and all
    outstanding or incomplete work and construction deficiencies. The decision by
    the board of directors of TSCC 2095 to limit the corporations options to
    making claims within the Tarion process is clearly an exercise in the
    governance of the affairs of the corporation.

[20]

TSCC 2095 acknowledges that if By-Law No. 2 and
    the warranty agreement had not been entered into, it would have the
    jurisdiction to advance a claim against the declarant. If the corporation has
    the authority to advance a claim then, presumably, it has the authority to
    resolve any claim it might choose to advance. Surely, therefore, the corporations
    authority must extend to deciding that a claim will not be advanced, or that it
    will be advanced in a particular manner or venue, such as before the Tarion
    Warranty Corporation. In other words, deciding when to advance such claims, and
    in which forum, is part of the conduct generally of the affairs of the
    corporation. A by-law that governs the way in which the corporation is to
    advance such claims, whether it is adopted by the current board or by the
    declarant-appointed board, is therefore authorized by s. 56(1)(p), so long as
    it is not otherwise contrary to the
Condominium Act
or the
    declaration.

(b)

Is the by-law otherwise contrary to the Act or to the declaration?

[21]

TSCC 2095 submits that even if the authority to
    pass By-Law No. 2 can be found in subsections (l), (m), (n) or (p), the by-law does
    not meet the overarching requirement imposed in s. 56(1) that the by-law not be
    contrary to other provisions of the
Condominium Act
or to the
    declaration. In TSCC 2095s view, the by-law runs afoul of this condition as it
    is inconsistent with ss. 18, 23, 89 and 90 of the
Condominium Act
as
    well as para. 10.1 of the declaration. Those provisions read as follows:

18.  (1) The corporation may own, acquire, encumber
    and dispose of real and personal property only for purposes that are consistent
    with the objects and duties of the corporation.

(1.1) The assets of the corporation do not include any real
    property that the corporation does not own or any interest in real property
    where the corporation does not own the interest.

(2) The owners share the assets of the corporation in the same
    proportions as the proportions of their common interests in accordance with
    this Act, the declaration and the by-laws.

(3) A grant or transfer of an easement to the corporation is
    valid even though the corporation does not own land capable of being benefited
    by the easement.



23. (1) Subject to subsection (2), in addition to any other
    remedies that a corporation may have, a corporation may, on its own behalf and
    on behalf of an owner,

(a) commence, maintain or settle an action for damages and
    costs in respect of any damage to common elements, the assets of the corporation
    or individual units; and

(b) commence, maintain or settle an action with respect to
    a contract involving the common elements or a unit, even though the corporation
    was not a party to the contract in respect of which the action is brought.

(2) Before commencing an action mentioned in subsection (1),
    the corporation shall give written notice of the general nature of the action
    to all persons whose names are in the record of the corporation maintained
    under subsection 47(2) except if,

(a) the action is to enforce a lien of the corporation
    under section 85 or to fulfil its duty under subsection 17(3); or

(b) the action is commenced in the Small Claims Court.



89.  (1)  Subject to sections 91 and 123, the
    corporation shall repair the units and common elements after damage.

(2) The obligation to repair after damage includes the
    obligation to repair and replace after damage or failure but, subject to
    subsection (5), does not include the obligation to repair after damage
    improvements made to a unit.



90.  (1)  Subject to section 91, the corporation
    shall maintain the common elements and each owner shall maintain the owners
    unit.

(2)  The obligation to maintain includes the
    obligation to repair after normal wear and tear but does not include the obligation
    to repair after damage.

The Declaration

10.1
The Corporation shall be responsible to enforce and abide by the provision of
    the Declaration, By-laws and Rules
in the
    best interests of the Owners
. In addition to any specific duties
    and obligations of the Corporation set out elsewhere in this Declaration and/or
    specified in the Act and the By-laws and Rules of the Corporation or in any
    agreements entered into by the Corporation, the Corporations duties shall
    include the following, namely:



(j) Without limiting the specific
    duties of the Corporation to maintain, repair and replace (where necessary) as
    set forth in this Declaration, to maintain, repair and replace the components
    of the Building so that the Building is maintained and operated in good order
    and clean condition and to a standard acceptable to the majority of the Unit
    Owners; and

(k) To take all actions reasonably
    necessary as may be required to fulfill any of the Corporations duties and
    obligations pursuant to this Declaration.

[Emphasis added.]

[22]

Broadly speaking, ss. 89 and 90 of the
Condominium Act
and para. 10.1 of the declaration
    impose obligations on TSCC 2095 to repair and maintain the property. The
    condominiums power to make claims is provided in s. 23 of the
Condominium Act
and that section
    includes a requirement that notice be given to owners before a claim is made. Section
    18 restricts a condominium boards ability to dispose of personal property  including,
    in the TSCC 2095s submission, a potential cause of action against the
    declarant  to dispositions that are consistent with the objects and duties of
    the corporation.

[23]

In TSCC 2095s submission, because By-Law No. 2
    disposed of the right to sue the declarant for any construction deficiencies,
    it impaired TSCC 2095s ability to meet its repair and maintenance obligations
    imposed by ss. 89 and 90 of the
Condominium Act
and article 10.1 of the declaration. As a result, even if the
    by-law fell within one of the subsections of s. 56(1), it is nonetheless
ultra vires
as it did not meet the requirement
    that it not to be contrary to the Act or to the declaration.

[24]

I do not agree. Assuming that By-Law No. 2 and the
    warranty agreement constitute a disposition of personal property as contemplated
    in s. 18, the disposition is not inconsistent with TSCC 2095s obligation to
    repair and maintain the property. As the declarant points out, the by-law and
    warranty agreement simply impose limits on the options that TSCC 2095 may have
    to pursue the declarant and seek recovery of any costs it may incur in carrying
    out its repair and maintenance obligations. The by-law and the warranty
    agreement do not restrict TSCC 2095s repair and maintenance obligations; they
    simply circumscribe to a certain extent the manner in which TSCC 2095 will
    manage its resources and fund any repair and maintenance costs.

[25]

In my view, s. 23 is also of no assistance to
    TSCC 2095. Section 23 simply provides that a condominium corporation may
    commence a claim for damage to common elements. There is no statutory requirement
    that a claim be made nor, as suggested by TSCC 2095, that unit owners need to
    receive notice should the condominium corporation decide not to advance such a
    claim. In any event, all of the unit owners have received proper disclosure of
    the limits placed on TSCC 2095s ability to advance claims against the
    declarant.

(c)

Is By-Law No. 2 invalid because, in passing it, the directors breached
    their statutory obligations?

[26]

TSCC 2095 further argues that by passing By-Law
    No. 2 and entering into the agreement, the directors appointed by the declarant
    breached their statutory obligations. Section 37 of the
Condominium Act
imposes on directors of
    condominium corporations obligations as follows:

37.  (1) Every director and every officer of a
    corporation in exercising the powers and discharging the duties of office
    shall,

(a) act honestly and in good faith; and

(b) exercise the care, diligence
    and skill that a reasonably prudent person would exercise in comparable
    circumstances.

[27]

In TSCC 2095s submission, by releasing the
    declarant from all liability other than the statutory minimum imposed by the
ONHWP
    Act
, the transitional board of directors appointed by the declarant
    disposed of an asset (the potential causes of action against the declarant) in
    a manner that was not consistent with the objects and duties of the condominium
    corporation. By passing the by-law and entering into the agreement, the
    directors fundamentally undermined the condominium corporations ability to
    ensure that repairs and maintenance necessitated by the declarants actions or
    inaction would be corrected and paid for by the declarant. Because no careful
    or diligent director cognizant of the condominium corporations obligations to
    maintain and repair the common elements would pass such a by-law, TSCC 2095
    submits that the by-law and the agreement are
ultra vires
as being
    contrary to s. 37.

[28]

I disagree. Section 37(1) creates a standard of
    care that applies to directors and officers and describes circumstances in
    which directors and officers of condominium corporations may be held personally
    liable for their acts. TSCC 2095 has cited no case in which s. 37(1) forms the
    basis for a finding that a particular by-law or resolution of a condominium
    board was
ultra vires
.

[29]

Further, the actions of the board initially
    appointed by the declarant must be viewed in context. In
Peel Condominium
    Corp. No. 417 v. Tedley Homes Ltd.
(1997), 35 O.R. (3d) 257 (C.A.), this
    court considered a condominium corporations application for rescission of an
    agreement between the corporation and the declarant requiring the corporation
    to purchase superintendent and guest units from the declarant. The corporation
    argued, in part, that the declarant-appointed directors on the corporations
    initial board had failed to disclose their conflict of interest and had
    breached their fiduciary duties. This court disagreed, stating at p. 264:

These directors did no more than organize the affairs of the
    condominium in the manner anticipated by the declaration and agreed to by the
    purchasers of the individual units.

[30]

It is the declarant, as developer of the
    property, who defines the content, character and structure of the condominium
    project. This is done through the filing of the declaration creating the
    condominium corporation as well as by having the founding board pass by-laws
    and enter into agreements structuring the condominium corporation and governing
    its operation. How the condominium project is structured will have an impact on
    the value and therefore, the selling price of the individual units. For
    example, if the superintendents suite and guest units are included as part of
    the common elements, the value of each of the condominium units sold to
    purchasers by the declarant will be higher than if the superintendents suite
    and guest units had to be purchased or rented from the declarant by the
    condominium corporation. Similarly, one could well expect that the declarant in
    this case, absent the protection of the warranty agreement, would seek to net a
    higher sale price for the units to compensate for the additional risk it would
    be assuming.

[31]

In implementing the structure determined by the
    declarant, the initial directors are not acting as fiduciaries for the
    purchasers of condominium units. Their role is not to try and obtain the best
    possible agreement for the condominium corporation or for the purchasers of
    units. As explained in
Tedley Homes
, at p. 264, their role is to
    organize the affairs of the condominium in the manner anticipated by the declaration
    and agreed to by the purchasers of the individual units, provided of course,
    that the directors are acting within the limits and constraints imposed by the
Condominium
    Act
.

[32]

By-Law No. 2 and the warranty agreement entered
    into by the board of directors appointed by the declarant do not, as explained
    earlier, contravene the
Condominium Act
. The by-law and agreement were
    disclosed to the individual unit purchasers and the by-law was placed on title
    giving notice to the world of its terms. In these circumstances, I see no basis
    for finding that in passing the by-law and entering into the warranty agreement
    the directors acted in violation of their duties or for concluding that the by-law
    was
ultra vires
.

(2)

Is the impugned by-law unreasonable?

[33]

TSCC 2095 argues that By-Law No. 2 and
    consequently, the warranty
agreement, are unreasonable and
    therefore contravene ss. 56(6) and (7) of the
Condominium Act
. Those
    sections read as follows:

56.  (1) The board may, by resolution, make, amend or
    repeal by-laws, not contrary to this Act or to the declaration,



(6) The by-laws shall be reasonable and consistent with this
    Act and the declaration.

(7) By-laws proposed by the declarant before the registration
    of a declaration and description shall be reasonable and consistent with this
    Act and the proposed declaration.

[34]

In support of this submission, TSCC 2095 relies
    on its earlier submissions to the effect that the by-law and agreement are inconsistent
    with the
Condominium Act
and the declaration. TSCC 2095 adds the further
    argument that the by-law and agreement do not meet the reasonableness
    requirements in ss. 56(6) and (7) because TSCC 2095 received no consideration
    for entering into the warranty agreement and because disclosure of the by-law
    and agreement was inadequate.

[35]

As to the first prong of the submission, I have
    already concluded that the by-law and agreement do not contravene and are not inconsistent
    with either the
Condominium Act
or the declaration.

[36]

With respect to TSCC 2095s submission that the
    warranty agreement is unreasonable because TSCC 2095 received no consideration,
    I agree with the application judges finding that the consideration given was to
    be found in the declarants agreement to transfer the project to the
    condominium corporation and the unit owners. This is not to say that TSCC 2095
    exchanged its potential causes of action against the declarant in return for
    the transfer of the project, but rather that the warranty agreement was part of
    the structure of the condominium project imposed by the declarant before the
    declarant sold any of the units. Through the disclosure detailed above and the
    terms in the agreements of purchase and sale, the original purchasers were made
    aware of precisely what warranty came with their purchase.

[37]

The
ONHWP Act
imposes on a declarant
    certain statutory warranty obligations. The degree to which a declarant would,
    at common law, be exposed to potential deficiency claims over and above those
    imposed by statute will, as noted earlier, invariably factor into the price at
    which the declarant is prepared to sell and the price a potential purchaser of
    units is prepared to pay. Through the disclosure of the by-law and agreement,
    both vendor and purchaser were fully informed of the terms of the bargain being
    proposed and the consideration they agreed to exchange on the purchase reflects
    those terms.

[38]

TSCC 2095 then suggests that because the
    warranties sought to be avoided by the declarant are in respect of common
    elements, the consideration for the warranty agreement should flow to TSCC 2095.
    In TSCC 2095s submission, therefore, the consideration exchanged between the unit
    owners and the declarant cannot constitute consideration for TSCC 2095s
    agreeing to the declarant limiting its exposure to warranty claims in respect
    of common elements.

[39]

I do not agree. The consideration for the warranty
    agreement is to be found in the creation of the condominium project as a whole.
    The unit owners, as a group, own all of the common elements and their purchase
    from the declarant includes both the purchase of their respective units and, in
    the aggregate, the purchase of the common elements  common elements as defined
    and structured by the declaration as well as the resolutions and by-laws
    adopted by the initial board and disclosed to the purchasers.

[40]

The purchase price reflects not only the value
    of the individual unit acquired but also the value of the interest in the common
    elements that attach to the unit.

[41]

Finally, I would not give effect to TSCC 2095s
    suggestion that inadequate disclosure somehow makes the by-law and agreement
    unreasonable. No claim has been advanced by a purchaser alleging that
    disclosure was inadequate. Nor has TSCC 2095 referred to any provision in the
Condominium
    Act
or jurisprudence that supports the submission that inadequate
    disclosure renders a by-law unreasonable.

[42]

In any event, the by-law and agreement were
    disclosed in both the declarants disclosure statement and in the agreements of
    purchase and sale signed by each of the original purchasers of units. Further,
    By-Law No. 2 was registered on title to give notice to all prospective
    purchasers. Should there be any issue as to the adequacy of this disclosure,
    there are provisions in the
Condominium Act
that offer remedies to affected
    purchasers of units.

(3)

Can the warranty agreement be valid even if the by-law is found to be
    invalid?

[43]

Because I have concluded that the by-law is
    valid, I need not address this submission. If the by-law was valid, the
    entering into of the warranty agreement was authorized and the agreement is
    binding whether or not TSCC 2095 chooses to now amend or repeal the by-law.

CONCLUSION

[44]

As noted by the declarant, TSCC 2095 has the
    benefit of the
ONHWP Act
. There is no suggestion that, when it entered
    into the agreement, the declarant knew of any deficiencies that would not be
    covered by the Tarion Warranty Corporation process. All of the construction
    deficiencies identified to date are being addressed within that process.
    Further, although I acknowledge that consumer protection is a significant
    purpose of the C
ondominium Act
(see
Lexington on the Green Inc. v.
    Toronto Standard Condominium Corp. No. 1930
, 2010 ONCA 751), all of the initial
    purchasers received notice of these arrangements prior to concluding their
    purchase. Finally, no evidence of deception, misfeasance or misrepresentation
    by the declarant has been advanced.

[45]

In conclusion, therefore, I find that By-Law No.
    2 and the warranty agreement are lawful and valid. There is nothing inherently
    unreasonable in a declarant limiting its liability for construction
    deficiencies in the manner done here. None of the provisions cited by TSCC
    2095, either individually or read in the context of the
Condominium Act
as a whole, prevents a declarant from entering into such an arrangement.

[46]

Whether developers should be prevented from
    limiting their liability to the statutory warranties provided in the
ONHWP
    Act
is a matter of policy for the legislature and not one for judicial
    determination.

[47]

For these reasons, I would dismiss the appeal.
    If the parties are unable to agree on costs, the declarant is to provide brief
    written submissions within 15 days of the release of these reasons and TSCC
    2095 is to provide a brief response within 15 days thereafter.

Released: OCT 22, 2014

JL                                                                       Paul
    Rouleau J.A.

I
    agree John Laskin J.A.

I
    agree Gloria Epstein J.A.


