



COURT OF APPEAL FOR BRITISH COLUMBIA




Citation:



First Majestic Silver Corp. v. Davila Santos,









2012 BCCA 5




Date: 20120106

Docket:
CA038977

Between:

First
Majestic Silver Corp., First Silver Reserve Inc.
and Minera el Pilon, S.A. de C.V.

Respondents

(Plaintiffs)

And

Hector
Davila Santos and
Minera Arroyo Del Agua, S.A. de C.V.

Appellants

(Defendants)






Before:



The Honourable Madam Justice Levine





The Honourable Mr. Justice Tysoe





The Honourable Madam Justice Bennett




On appeal from: Supreme
Court of British Columbia, March 25, 2011
(
First Majestic Silver Corp. v. Davila
, 2011 BCSC 362)




Counsel for the Appellants:



D. P. Church, Q.C.
  and M. W. Bühler





Counsel for the Respondents:



B. Cramer





Place and Date of Hearing:



Vancouver, British
  Columbia

December 6, 2011





Place and Date of Judgment:



Vancouver, British
  Columbia

January 6, 2012









Written Reasons by:





The Honourable Mr. Justice Tysoe





Concurred in by:





The Honourable Madam Justice Levine

The Honourable Madam Justice Bennett








Reasons for Judgment of the Honourable
Mr. Justice Tysoe:

Introduction

[1]

The defendants appeal an order of a chambers judge striking out a
paragraph of their statement of defence and denying the defendants leave to
amend their statement of defence to include certain proposed amendments.

[2]

The judge made his ruling under Rule 9-5(1)(a) of the
Supreme Court
Civil Rules
on the basis that the proposed defences were bound to fail.

[3]

For the reasons that follow, I agree with the conclusions of the judge
and would dismiss the appeal.

Background

[4]

The pleadings in this action are complex but, as I understand it, the
main thrust of the claim is that the defendants wrongfully appropriated a
corporate opportunity of the plaintiff, First Silver Reserve Inc. (First
Silver), when, in August 2007, the defendant, Minera Arroyo Del Agua S.A. de
C.V. (Minera Arroyo), acquired a silver mine and mill in Mexico known as the
Bolaños property. The claims pleaded by the plaintiffs include breach of
fiduciary duty, breach of trust, breach of statutory duties, fraud,
interference with economic interests, conspiracy and misrepresentation.

[5]

The defendant, Hector Davila Santos, had been the majority shareholder
and a director and officer of First Silver. In 2004, Mr. Davila Santos learned
that the owner of the Bolaños property was interested in selling it and there
were negotiations between him and the owner. The plaintiffs plead that Mr.
Davila Santos conducted the negotiations on behalf of First Silver and its
wholly owned subsidiary, the plaintiff, Minera el Pilon, S.A. de C.V. The
defendants plead that these negotiations were conducted on the understanding of
First Silvers directors that, if First Silver was not willing or did not have
sufficient funds to purchase the Bolaños property, Mr. Davila Santos was free
to purchase it for his own account.

[6]

In April 2006, the plaintiff, First Majestic Silver Corp. (First
Majestic), entered into a share purchase agreement with Mr. Davila Santos for
the purchase of all of his shares in First Silver. Half of the purchase price
was payable on the closing of the transaction with the other half of the
purchase price payable in equal instalments on the first and second
anniversaries of the closing. The plaintiffs plead that Mr. Davila Santos
misrepresented to First Majestic that he was personally entitled to acquire the
Bolaños property, in order to induce it to agree to a clause in the share
purchase agreement stating that he had an interest in the Bolaños property (and
giving First Majestic a right of first refusal in respect of the negotiation
and purchase of the property). The share transaction closed on May 30, 2006,
and Mr. Davila Santos ceased to be an officer and director of First Silver
shortly thereafter.

[7]

The plaintiffs plead that First Majestic came to understand in July 2006
that Mr. Davila Santos did not have a personal right to acquire the Bolaños
property and that it was a corporate opportunity of First Silver.

[8]

The Bolaños property was acquired by Minera Arroyo under an agreement entered
into in August 2007. The defendants admit that Minera Arroyo is owned by Mr.
Davila Santos and members of his family.

[9]

After First Majestic became the majority owner of First Silver, it did
two things that are relevant to the proposed defences in question. First, it
raised funds through public offerings in order to make payments due under the
share purchase agreement and, in that regard, it issued prospectuses in July
2006 and May 2007. Secondly, it acquired the shares of the minority shareholders
of First Silver by way of a plan of arrangement approved by the Supreme Court
of British Columbia on September 8, 2006. The minority shareholders exchanged
their shares in First Silver for shares in First Majestic on a two-for-one
basis, and First Silver became a wholly owned subsidiary of First Majestic.

[10]

Neither the prospectuses nor the documents relating to the plan of
arrangement made reference to First Silver having an interest in, or a cause of
action relating to, the Bolaños property. First Silver provided a letter dated
August 2, 2006 to the firm preparing the fairness opinion in respect of the
plan of arrangement stating that there had been no irregularities involving
First Silver, its directors or management.

[11]

In their statement of claim, the plaintiffs plead that First Majestic
and First Silver should be regarded as one business enterprise and that Mr.
Davila Santos violations of fiduciary duties to First Silver should be
regarded as violations of fiduciary duties owed to First Majestic.

The Proposed Defences

[12]

The following is the paragraph in the statement of defence struck by the
chambers judge:

41A.     In order to make the May
30, 2007 payment, First Majestic was required to go into the public markets to
borrow funds. Despite intending to assert that Davila Santos had acted
fraudulently, First Majestic, through its senior representatives, including
Neumeyer, failed to disclose this information to First Majestics potential
shareholders in its Prospectus, despite, a statutory obligation that it make
full, true and plain disclosure, therein.

[13]

The following are the proposed paragraphs that the chambers judge did
not allow to be included in the amendments sought by the defendants:

39A.     As a result of FSRs conduct set out in paragraphs
38 to 39 herein, while in possession of the knowledge identified in paragraphs
24D, 28, 31A, 31E, 31G, 31I and 31J herein, the Plaintiffs can not bring or
maintain the claims made in the Second Further Amended Statement of Claim, for
the following reasons:

a.         FSR
brought a proceeding in the Supreme Court of British Columbia and obtained an
order which approved the Plan of Arrangement as being fair to the shareholders
of FSR and binding on FSR and its shareholders. The evidence and other
materials put forward by FSR in support of the relief sought on that
proceeding, explicitly or implicitly, included statements to the effect that
(1) there had been no material wrongdoing by the past directors of FSR, and (2)
that a claim to or in relation to the Bolanos Property was not an asset of FSR.
In the circumstances, these issues are
res judicata
, and it is an abuse
of process for FSR to make the claims that it is now making in the within
proceeding against the Defendants. Furthermore, FSR is estopped from now making
such claims against the Defendants.

b.         by
taking the steps necessary to conclude the Plan of Arrangement, including by
seeking and obtaining the approval of its shareholders  including Davila
Santos, who remained a shareholder of FSR  for the Plan of Arrangement without
stating that (1) there had been material wrongdoing by Davila Santos against
FSR, and (2) that a claim to or in relation to the Bolanos Property was an
asset of FSR, FSR has acquiesced in and/or waived and/or ratified the conduct
that forms the basis for its claims against the Defendants in this action,
thereby precluding FSR from making such claims. Furthermore, FSR is estopped
from making such claims in this proceeding; and

c.         in the
circumstances pleaded above, the Plaintiffs lack clean hands to seek equitable
relief in relation to claims of wrong-doing by the Defendants in relation to
the Bolanos Property.

* * *

41.1     In order to have
sufficient funds to pay to Davila Santos the full amount due to him on closing
of the Share Purchase Agreement, First Majestic was required to go into the
public markets to raise funds. First Majestic issued its final prospectus for
this financing on or about July 19, 2006. Despite intending to assert that
Davila Santos had acted fraudulently, First Majestic, through its senior
representatives including Neumeyer, failed to disclose this information to
First Majestics potential investors in its prospectus, despite a statutory
obligation that it make full, true and plain disclosure therein.

[14]

In addition, the chambers judge did not allow amendments to para. 70 of
the statement of defence to the extent that it relied on the facts pleaded in
the proposed para. 41.1 to support defences of waiver, acquiescence, estoppel
and lack of clean hands.

[15]

The defendants also sought to add paras. 41B and 41C to their statement
of defence. These paragraphs related to lack of disclosure to stock exchanges. The
defendants are not appealing from the judges order to the extent that he
refused to allow these paragraphs to be added to the statement of defence.

[16]

The defendants are also not appealing from the judges order to the
extent that he found the proposed defences of
res judicata
, estoppel and
acquiescence alleged in proposed para. 39A were bound to fail. The appeal is restricted
to the proposed defences of abuse of process, waiver, lack of clean hands and
ratification.

Discussion

[17]

I wish to make two observations before considering the proposed defences
in detail. In proposing the defences, the defendants are relying on
non-disclosure in the two prospectuses in question and in the proceeding in
which the plan of arrangement was approved (the plan approval proceeding). This
does not involve a consideration of whether the non-disclosure gives rise to
claims in favour of investors who participated in the two First Majestic
financings or the minority shareholders of First Silver. Whether the
non-disclosures could give rise to such claims is irrelevant to the question of
whether the defendants should be allowed to put forward these defences.

[18]

The second observation is that none of the proposed defences goes to the
merits of the allegations made by the plaintiffs. The position of the
defendants is that the proposed defences give them defences to the plaintiffs
claims or the relief sought, in whole or in part, even if the plaintiffs
allegations are true.

[19]

In striking paragraph 41A and refusing the application of the defendants
to add paragraphs 39A and 41.1, the chambers judge applied the well-known test
articulated in
Hunt v. Carey Canada Inc.
, [1990] 2 S.C.R. 959 at 980, 74
D.L.R. (4th) 321; namely, assuming that the facts as stated in the statement
of claim can be proved, is it plain and obvious that the plaintiffs
statement of claim discloses no reasonable cause of action?  Of course, this
test was expressed in the context of a claim being struck from a statement of
claim. In the context of a possible defence being struck from a statement of
defence, the test is whether it is plain and obvious that the pleading does not
disclose a reasonable defence.

[20]

The Supreme Court of Canada recently had occasion to comment on motions
to strike in
R. v. Imperial Tobacco Canada Ltd.
(
sub. nom. British
Columbia v. Imperial Tobacco Canada Ltd.; Knight v. Imperial Tobacco Canada
Ltd.
), 2011 SCC 42, 335 D.L.R. (4th) 513. Chief Justice McLachlin made,
among others, the following comments:

[17]      ... A claim will only be struck if it is plain and
obvious, assuming the facts pleaded to be true, that the pleading discloses no
reasonable cause of action:
Odhavji Estate v. Woodhouse
, 2003 SCC 69,
[2003] 3 S.C.R. 263, at para. 15, 233 D.L.R. (4th) 193;
Hunt v. Carey Canada
Inc.
, [1990] 2 S.C.R. 959, at p. 980, 74 D.L.R. (4th) 321. Another way of
putting the test is that the claim has no reasonable prospect of success.

* * *

[21]      Valuable as it is, the motion to strike is a tool
that must be used with care. The law is not static and unchanging ...
Therefore, on a motion to strike, it is not determinative that the law has not
yet recognized the particular claim. The court must rather ask whether,
assuming the facts pleaded are true, there is a reasonable prospect that the
claim will succeed. The approach must be generous and err on the side of
permitting a novel but arguable claim to proceed to trial.

[22]      A motion to strike for failure to disclose a
reasonable cause of action proceeds on the basis that the facts pleaded are
true, unless they are manifestly incapable of being proven:
Operation
Dismantle Inc. v. The Queen
, [1985] 1 S.C.R. 441, at p. 455, 18 D.L.R.
(4th) 481. No evidence is admissible on such a motion: r. 19(27) of the
Supreme
Court Rules
(now r. 9‑5(2) of the
Supreme Court Civil Rules
).

* * *

[25]      ... The judge on a
motion to strike asks if the claim has any reasonable prospect of success. In
the world of abstract speculation, there is a mathematical chance that any
number of things might happen. That is not what the test on a motion to strike
seeks to determine. Rather, it operates on the assumption that the claim will
proceed through the court system in the usual way  in an adversarial system
where judges are under a duty to apply the law as set out in (and as it may
develop from) statutes and precedent. The question is whether, considered in
the
context of the law and the litigation process
, the claim has no reasonable
chance of succeeding.

Again, of course, these comments were made in the
context of a motion to strike a claim and must be adapted to the present
situation where it is a pleaded defence and a proposed defence that are under
consideration.

[21]

With these principles in mind, I will now consider whether it is plain
and obvious that the potential defences of abuse of process, waiver, lack of
clean hands and ratification have no reasonable prospect of success on the
basis of the pleaded facts in relation to the plan approval proceeding and the
two prospectuses in question.

(a)
Abuse of Process

[22]

The doctrine of abuse of process is a very broad and flexible mechanism
to enable judges to prevent abuses of the courts process. In
Toronto (City)
v. C.U.P.E., Local 79
, 2003 SCC 63, [2003] 3 S.C.R. 77, at para. 35, the
Supreme Court of Canada adopted descriptions of the concept of abuse of process
as proceedings unfair to the point that they are contrary to the interest of
justice and oppressive treatment.

[23]

The concept of abuse of process is used in a variety of contexts. For
example, in
Toronto (City) v. C.U.P.E., Local 79,
it was used to prevent
an attempt to relitigate an issue which had already been adjudicated upon in
circumstances where the requirements of the doctrine of issue estoppel had not
been met. In the present case, the defendants say the doctrine of abuse of
process should be used to prevent the plaintiffs from bringing a subsequent
action based upon allegations that are inconsistent with allegations made in
support of a previous action (being the plan approval proceeding).

[24]

The defendants submit the chambers judge erred in focusing on the
concept of an election between inconsistent rights rather than on the type of
mischief prevented in the case of
Vanmills Establishment v. Coles
(1992), 8 C.P.C. (3d) 178 (B.C.S.C. Chambers). In that case, a former
shareholder of a bankrupt company had sued the trustee in bankruptcy, alleging
that his negligence and wrongdoing had caused loss to the former shareholder
when he sold his legal and beneficial interest in his shares to Mr. Coles. The
former shareholder then sued Mr. Coles alleging that he held the beneficial
interest in the shares in trust for the former shareholder. In dismissing the
second action, Mr. Justice Cohen said the following:

[10]       This is not a matter
of a litigant pursuing inconsistent remedies, where no election is necessary
until judgment. There can be no doubt that in the instant action Crux is
attempting to pursue inconsistent rights. Crux elected in his action against
Sigurdson to claim that he had disposed of his legal and beneficial interest in
the C.I.S. shares to Coles. Having elected to sue Sigurdson on that basis, I
find that Crux cannot now sue Coles in the instant action on the basis that he
retained a beneficial interest in the C.I.S. shares. In my opinion, his
election in his action against Sigurdson is binding upon him. The principle
that, in the case of inconsistent rights, a plaintiffs irrevocable and
unequivocal election is deemed to be made by the commencement of an initial
action is established in
Scarf v. Jardine
(1882), 7 App. Cas. 345, 30
W.R. 893 (H.L.) and
Ashmore v. Bank of British North America
(1913), 4
W.W.R. 1014, 18 B.C.R. 257, 13 D.L.R. 73 (C.A.).

[25]

In
Vanmills Establishment
, Cohen J. made reference to an election
having been made, and there is jurisprudence that supports the notion that the
doctrine of election governs this type of situation: see, for example,
Commonwealth
Investors Syndicate Ltd. v. Laxton
(1992), 15 B.C.A.C. 282, 68 B.C.L.R.
(2d) 145, and
Allnorth Consultants Limited v. Tercon Construction Ltd.
,
2010 BCCA 570, 79 B.L.R. (4th) 238, leave to appeal to S.C.C. refused, [2011]
S.C.C.A. No. 78. However, there is support for the defendants position that
this type of defence falls under the rubric of abuse of process. In
Mystar
Holdings Ltd. v. 247037 Alberta Ltd.
, 2009 ABQB 480, 10 Alta. L.R. (5th)
260, Mr. Justice Brooker considered the existence of inconsistent allegations
within the context of the courts inherent jurisdiction to prevent abuses of
the courts process. He expressed the principle in the following terms:

[49]      In general, I am
persuaded that a party is not free to deliberately argue diametrically
inconsistent facts in various actions, thus
knowingly
advancing
irreconcilable positions which are not articulated as alternative claims.

[26]

The flaw in the defendants position is that there were no statements
made in the plan approval proceeding that are inconsistent with the allegations
in this action. There was simply no mention in the plan approval proceeding of
the Bolaños property or a possible claim against the defendants. Silence does
not equate to a representation or an allegation that First Silver did not have
any interest in the Bolaños property or that First Silver did not have a cause
of action against the defendants. None of the allegations made in this action
is inconsistent with any statement in the materials filed in the plan approval
proceeding.

[27]

The defendants rely on the fact that First Silver provided to the firm
which prepared the fairness opinion on the plan of arrangement a letter stating
that there had been no irregularities involving First Silver, its directors or
management. Mr. Davila Santos was no longer a director of First Silver at
the time of the plan of arrangement, and this letter cannot reasonably be
construed as a comment on the actions of past directors.

[28]

The chambers judge commented that the plan of arrangement and the
lawsuit can quite easily stand together without clashing (para. 37). So too
can the materials filed in the plan approval proceeding and the allegations in
this lawsuit quite easily stand together without clashing. This is not a
situation of diametrically inconsistent facts or irreconcilable positions. In
my view, the defence of abuse of process has no reasonable chance of succeeding
in these circumstances, and it is plain and obvious that it is bound to fail.

(b)
Waiver

[29]

The defendants wish to rely on the defence of waiver in relation to both
the plan of arrangement and the prospectuses.

[30]

The availability of the defence of waiver was described by the Supreme
Court of Canada in
Saskatchewan River Bungalows Ltd. v. Maritime Life
Assurance Co.
, [1994] 2 S.C.R. 490 at 500, 115 D.L.R. (4th) 478:

Waiver will be found
only where the evidence demonstrates that the party waiving had (1) a full
knowledge of rights; and (2) an unequivocal and conscious intention to abandon
them.

Mr. Justice Major, for the Court, also commented at 501
that, while hard and fast rules for what constitutes waiver should not be
proposed, the overriding consideration in each case is whether one party
communicated a clear intention to waive a right to the other party.

[31]

Here, there is no pleading that the plaintiffs communicated to the
defendants an intention to waive their causes of action against the defendants.
There cannot be waiver in the air.

[32]

In addition, simple non-disclosure of potential causes of action in the
prospectuses and the materials filed in the plan approval proceeding does not
evince an unequivocal intention to abandon those causes of action. While the
unequivocal intention to relinquish a right may be inferred from the conduct of
a party, it cannot reasonably be inferred from silence, without something more.
The defendants do not propose to plead anything more than simple non-disclosure.

[33]

In my opinion, the facts pleaded in para. 41A of the statement of
defence and proposed paras. 39A and 41.1 cannot give rise to a defence of
waiver.

(c)
Lack of Clean Hands

[34]

The plaintiffs are seeking, among others, equitable remedies such as
equitable tracing, constructive trust and disgorgement of profits. The
defendants wish to plead that the plaintiffs are not entitled to equitable
remedies on the basis that they lack clean hands.

[35]

In dealing with this potential defence in connection with the non-disclosure
in the prospectuses, the chambers judge referred at para. 26 to the following
passage from I.C.F. Spry,
The Principles of Equitable Remedies
, 6th ed.
(UK: Sweet & Maxwell, 2001) at 169-170, quoted with approval and applied by
this Court in
DeJesus v. Sharif
, 2010 BCCA 121, 71 B.L.R. (4th) 159 at
para. 86:

...it must be
shown, in order to justify a refusal of relief, that there is such an
immediate and necessary relation between the relief sought and the delinquent
behaviour in question that it would be unjust to grant that particular relief.
... So it was once emphasised that general fraudulent conduct signifies
nothing; that general dishonesty of purpose signifies nothing; that attempts to
overreach go for nothing; that an intention and design to deceive may go for
nothing,
unless all this dishonesty of purpose, all this fraud, all this
intention and design, can be connected with the particular transaction, and not
only connected with the particular transaction, but must be made to be the very
ground upon which the transaction took place,
and must have given rise to
this contract.

[Emphasis
added.]

[36]

The chambers judge then reasoned that the defence of lack of clean hands
with respect to the prospectuses was bound to fail:

[27]      Applying that analysis,
the purchase of Mr. Davilas shares had no direct relationship to First
Majestics prospectuses. The plaintiffs do not have to rely on the prospectuses
to found their claim. The fact that the plaintiffs may have issued shares in
order to fund the transaction has no direct nexus with the transaction with Mr.
Davila and does not affect him; in fact, the prospectuses were issued after the
share purchase transaction between him and First Majestic was concluded.

I agree with this reasoning. In addition, there is no
direct relationship between the prospectuses and the Bolaños property.

[37]

The chambers judge did not specifically deal with the potential defence
of lack of clean hands in connection with the approval of the plan of
arrangement, but the same reasoning applies. There is no direct relationship
between any non-disclosure in the plan approval proceeding and the purchase of
Mr. Davila Santos shares or the Bolaños property.

[38]

The defendants say there is an immediate and necessary relation
between the approval of the plan of arrangement and the plaintiffs pleading
that First Majestic and First Silver should be regarded as one business
enterprise so that any violations of fiduciary duties owed to First Silver are
regarded as violations of fiduciary duties owed to First Majestic. The
plaintiffs make this plea in an attempt to take advantage of the holding in
Manley
Inc. v. Fallis
(1977), 2 B.L.R. 277, 38 C.P.R. (2d) 74 (Ont. C.A.), that a
breach of duty owed to a subsidiary can lead to a finding of a breach in favour
of its parent company.

[39]

In my view, there is insufficient nexus between the approval of the plan
of arrangement and this plea of the plaintiffs. While it is true that First
Silver became a subsidiary of First Majestic as a result of the plan of
arrangement, there is no direct relationship between the plan of arrangement
and the allegation of breach of fiduciary duty. Although some of the activities
of Mr. Davila Santos pre-date the plan of arrangement, the consummation of the
alleged breach of fiduciary duty occurred when Minera Arroyo acquired the
Bolaños property in August 2007, almost a year after the plan of arrangement
was approved. Also, I am unable to see how improper non-disclosure in
connection with First Silver becoming a wholly-owned subsidiary of First
Majestic would have a bearing in deciding whether a breach of duty owed to
First Silver should also be regarded as a breach in favour of First Majestic.

[40]

In addition to the lack of sufficient nexus between the plea of lack of
clean hands and the equitable remedies sought by the plaintiffs, there is no
proposed plea demonstrating why the non-disclosure would constitute a lack of
clean hands. For example, there is no proposed plea of a requirement on the
plaintiffs to disclose what the defendants say should have been disclosed. Nor
is there a proposed plea that the plan of arrangement would not have been
approved or that the financings would not have been successful had the
disclosure been made. By itself, non-disclosure does not equate to a lack of
clean hands.

[41]

In my view, the proposed plea of lack of clean hands to defeat the
plaintiffs requests for equitable relief has no reasonable prospect of success,
and it is plain and obvious that the plea is bound to fail.

(d)
Ratification

[42]

The defendants argue that the plaintiffs effectively ratified the
alleged wrongdoings of Mr. Davila Santos by failing to disclose the opportunity
to purchase the Bolaños property in the plan approval proceeding and by
providing the letter for the purpose of the fairness opinion that there had
been no irregularities involving First Silver, its directors or management. The
defendants cite no authority for this proposition and do not address the
holding of the chambers judge that the concept of ratification only applies in
the context of an agency relationship in situations where the principal
ratifies actions of his or her agent. There is no allegation of agency in the
pleadings.

[43]

Outside the context of an agency relationship, the effect of an
assertion that the plaintiffs ratified the alleged wrongdoings of Mr. Davila
Santos is very similar, if not identical, to an assertion that the plaintiffs
waived their rights with respect to those wrongdoings. To say that a person has
ratified a wrongdoing seems equivalent to saying that the person has waived
their rights with respect to the wrongdoing.

[44]

When discussing the potential defence of waiver, I concluded that
silence, without something more, does not evince an unequivocal intention to
abandon causes of action. Similarly, mere silence does not amount to
ratification. In an agency situation, silence is not ratification: see
Community
Savings Credit Union v. United Assoc. of Journeymen, Local 324
, 2002 BCCA
214, 22 B.L.R. (3d) 313 at para. 36. The same principle would apply if a
defence of ratification existed outside an agency relationship.

[45]

Hence, it is my view that a defence of ratification, if known to law
outside an agency relationship, has no reasonable prospect of success in these
circumstances, and that it is plain and obvious that the proposed defence is
bound to fail.

Conclusion

[46]

It is for these reasons that I would dismiss the appeal.

The Honourable Mr. Justice Tysoe

I agree:

The
Honourable Madam Justice Levine

I agree:

The
Honourable Madam Justice Bennett


