SUPREME
COURT OF CANADA
Between:
Sable
Offshore Energy Inc., as agent for and on behalf of the Working Interest Owners
of the Sable Offshore Energy Project, ExxonMobil Canada Properties, Shell
Canada Limited, Imperial Oil Resources, Mosbacher Operating Ltd., Pengrowth
Corporation, ExxonMobil Canada Properties, as operator of the Sable Offshore
Energy Project
Appellants
and
Ameron
International Corporation, Ameron B.V., Allcolour Paint Limited, Amercoat
Canada, Rubyco Ltd., Danroh Inc. and Serious Business Inc.
Respondents
Coram: McLachlin C.J. and LeBel, Abella, Cromwell, Moldaver,
Karakatsanis and Wagner JJ.
Reasons
for Judgment:
(paras. 1 to 31)
|
Abella J. (McLachlin C.J. and LeBel,
Cromwell, Moldaver, Karakatsanis and Wagner JJ. concurring)
|
Sable Offshore Energy Inc. v. Ameron International Corp.,
2013 SCC 37, [2013] 2 S.C.R. 623
Sable Offshore Energy Inc., as agent for
and on behalf of
the Working Interest Owners of the Sable
Offshore Energy
Project, ExxonMobil Canada Properties,
Shell Canada
Limited, Imperial Oil Resources,
Mosbacher Operating
Ltd., Pengrowth Corporation and ExxonMobil
Canada
Properties,
as operator of the Sable Offshore Energy Project Appellants
v.
Ameron International Corporation, Ameron
B.V.,
Allcolour Paint Limited, Amercoat Canada, Rubyco Ltd.,
Danroh Inc. and Serious
Business Inc. Respondents
Indexed as: Sable Offshore Energy Inc. v. Ameron
International Corp.
2013 SCC 37
File No.: 34678.
2013: March 25; 2013: June 21.
Present: McLachlin C.J. and LeBel, Abella, Cromwell, Moldaver,
Karakatsanis and Wagner JJ.
on appeal from the court of appeal for nova scotia
Civil
Procedure — Access to justice — Disclosure — Privilege — Promoting Settlement —
Settlement privilege — Scope of protection offered by settlement privilege —
Appellants entering into Pierringer Agreements with some defendants to
multi-party litigation — Non-settling defendants seeking disclosure of amount
of settlements prior to trial — Whether amounts of negotiated settlements protected
by settlement privilege.
Sable Offshore Energy
Inc. sued a number of defendants who had supplied it with paint intended to
prevent corrosion of Sable’s offshore structures and onshore facilities. Sable
also sued several contractors and applicators who had prepared surfaces and
applied the paint. The paint allegedly failed to prevent corrosion. Sable
entered into Pierringer Agreements with some of the defendants, allowing
those defendants to withdraw from the litigation while permitting Sable’s
claims against the non-settling defendants to continue. Pierringer Agreements
allow one or more defendants in a multi-party proceeding to settle with the
plaintiff, leaving the remaining defendants responsible only for the loss they
actually caused. All of the terms of those agreements were disclosed to the
remaining defendants with the exception of the amounts the parties settled
for. The remaining defendants sought disclosure of the settlement amounts.
The trial judge
dismissed the application seeking disclosure of the settlement amounts,
concluding they were covered by settlement privilege. The Court of Appeal
overturned that decision and ordered the amounts disclosed.
Held:
The appeal should be allowed.
The
purpose of settlement privilege is to promote settlement. Settlements allow
parties to reach a mutually acceptable resolution to their dispute without
prolonging the personal and public expense and time involved in litigation.
Settlement privilege protects the efforts parties make to settle their disputes
by ensuring that communications made in the course of those negotiations are
inadmissible. The protection is for settlement negotiations, whether or
not a settlement is reached. That means that successful negotiations are
entitled to no less protection than ones that yield no settlement. Since the
negotiated amount is a key component of the content of successful negotiations,
reflecting the admissions, offers, and compromises made in the course of negotiations,
it too is protected by the privilege.
As
with other class privileges, there are exceptions. To come within those
exceptions, a defendant must show that, on balance, a competing public interest
outweighs the public interest in encouraging settlement.
The
non-settling defendants have received all the non-financial terms of the
Pierringer Agreements. They have access to all the relevant documents and
other evidence that was in the settling defendants’ possession. They also have
the assurance that they will not be held liable for more than their share of
damages. As for any concern that the non-settling defendants will be
required to pay more than their share of damages, it is inherent in Pierringer
Agreements that non-settling defendants can only be held liable for their share
of the damages and are severally, and not jointly, liable with the settling
defendants. The defendants remain fully aware of the claims they must defend
themselves against and of the overall amount that Sable is seeking. There is
therefore no tangible prejudice created by withholding the amounts of the
settlements which can be said to outweigh the public interest in promoting
settlements.
Cases Cited
Referred
to: Pierringer v. Hoger, 124 N.W.2d 106 (1963); Sparling v. Southam Inc. (1988), 66 O.R. (2d) 225; Kelvin Energy
Ltd. v. Lee, [1992] 3 S.C.R. 235; Rush & Tompkins Ltd. v. Greater
London Council, [1988] 3 All E.R. 737; Cutts v.
Head, [1984] 1 All E.R. 597; Middelkamp v.
Fraser Valley Real Estate Board (1992), 71 B.C.L.R. (2d) 276; Brown v.
Cape Breton (Regional Municipality), 2011 NSCA 32, 302 N.S.R. (2d) 84; Amoco
Canada Petroleum Co. v. Propak Systems Ltd., 2001 ABCA 110, 281 A.R. 185; Hudson
Bay Mining and Smelting Co. v. Wright (1997), 120 Man. R. (2d) 214; Dos
Santos Estate v. Sun Life Assurance Co. of Canada,
2005 BCCA 4, 207 B.C.A.C. 54; Unilever plc v. Procter & Gamble Co., [2001] 1 All E.R. 783; Underwood v.
Cox (1912), 26 O.L.R. 303; Bioriginal Food & Science Corp. v. Sascopack Inc., 2012 SKQB 469 (CanLII).
Statutes and Regulations Cited
Civil Procedure Rules (Nova Scotia), rr. 20.02,
20.06.
Authors Cited
Bryant, Alan W., Sidney N. Lederman and Michelle K.
Fuerst. The Law of Evidence in Canada, 3rd ed. Markham, Ont.:
LexisNexis, 2009.
Knapp, Peter B. “Keeping the Pierringer Promise: Fair
Settlements and Fair Trials” (1994), 20 Wm. Mitchell L. Rev. 1.
Vaver, David. “‘Without Prejudice’ Communications ― Their
Admissibility and Effect” (1974), 9 U.B.C. L. Rev. 85.
APPEAL
from a judgment of the Nova Scotia Court of Appeal (MacDonald C.J.N.S. and
Oland and Farrar JJ.A.), 2011 NSCA 121, 310 N.S.R. (2d) 382, 983 A.P.R.
382, 26 C.P.C. (7th) 1, 346 D.L.R. (4th) 68, 12 C.L.R. (4th) 129, [2011] N.S.J.
No. 687 (QL), 2011 CarswellNS 893, reversing a decision of Hood J.,
2010 NSSC 473, 299 N.S.R. (2d) 216, 947 A.P.R. 216, [2010] N.S.J. No. 713
(QL), 2010 CarswellNS 907. Appeal allowed.
Robert
G. Belliveau, Q.C., and Kevin Gibson,
for the appellants.
John P.
Merrick, Q.C., and Darlene Jamieson,
Q.C., for the respondents Ameron International Corporation and Ameron B.V.
Terrence L. S.
Teed, Q.C., and Ronald J. Savoy,
for the respondents Allcolour Paint Limited, Amercoat Canada, Rubyco Ltd.,
Danroh Inc. and Serious Business Inc.
The judgment of the
Court was delivered by
[1]
Abella J. — The justice system is on a constant quest
for ameliorative strategies that reduce litigation’s stubbornly endemic delays,
expense and stress. In this evolving mission to confront barriers to access to
justice, some strategies for resolving disputes have proven to be more
enduringly successful than others. Of these, few can claim the tradition of
success rightfully attributed to settlements.
[2]
The purpose of settlement privilege is to
promote settlement. The privilege wraps a protective veil around the efforts
parties make to settle their disputes by ensuring that communications made in
the course of these negotiations are inadmissible.
[3]
Sable Offshore Energy Inc. sued a number of
defendants. It settled with some of them. The remaining defendants want to
know what amounts the parties settled for. The question before us is whether
those negotiated amounts should be disclosed or whether they are protected by
settlement privilege.
Background
[4]
Sable undertook the Sable Offshore Energy
Project, whose purpose was the building of several offshore structures and
onshore gas processing facilities in Nova Scotia. Ameron International
Corporation and Ameron B.V. (Ameron) and Allcolour Paint Limited, Amercoat
Canada, Rubyco Ltd., Danroh Inc. and Serious Business Inc. (collectively
Amercoat) supplied Sable with paint for parts of the Sable structures. Sable
brought three lawsuits alleging that the paint failed to prevent corrosion.
[5]
In the lawsuit that is the subject of this
appeal, Sable sued Ameron, Amercoat, and 12 other contractors and applicators
who were responsible for preparing surfaces and applying the paint coatings.
The claims against Ameron and Amercoat were for negligence, negligent
misrepresentation and breach of a collateral warranty. The claims against the
other defendants were similar.
[6]
Sable entered into three Pierringer Agreements
with some of the defendants. Named for the 1963 Wisconsin case of Pierringer
v. Hoger, 124 N.W.2d 106 (Wis. 1963), a Pierringer Agreement allows one or
more defendants in a multi-party proceeding to settle with the plaintiff and
withdraw from the litigation, leaving the remaining defendants responsible only
for the loss they actually caused. There is no joint liability with the settling
defendants, but non-settling defendants may be jointly liable with each other.
[7]
As part of the terms of the Agreements, Sable
agreed to amend its statement of claim against the non-settling defendants to
pursue them only for their share of liability. In addition, all the relevant
evidence in the possession of the settling defendants, would, in accordance
with the Agreements, be given to the Plaintiffs and be discoverable by the
non-settling defendants.
[8]
Ameron and Amercoat did not settle. All the terms
of the Pierringer Agreements were disclosed to Ameron and Amercoat except the
amounts agreed to.
[9]
These settlement agreements were approved by
court order on April 27, 2010. On December 3, 2010, Ameron filed an
application pursuant to Rules 20.02 and 20.06 of Nova Scotia’s 1972 Civil
Procedure Rules (which the parties previously agreed would govern the
litigation) for disclosure of the settlement amounts paid under the Pierringer
Agreements. Sable’s position was that the amounts were subject to settlement
privilege.
[10]
Hood J. dismissed the defendants’ application
for disclosure of the settlement amounts. She concluded that the public
interest was best served by preserving settlement privilege and keeping the
settlement amounts confidential. The Court of Appeal overturned that
decision and ordered the amounts disclosed.
Analysis
[11]
Settlements allow parties to reach a mutually
acceptable resolution to their dispute without prolonging the personal and
public expense and time involved in litigation. The benefits of settlement
were summarized by Callaghan A.C.J.H.C. in Sparling v. Southam Inc. (1988), 66 O.R. (2d) 225 (H.C.J.):
. .
. the courts consistently favour the settlement of lawsuits in general. To put
it another way, there is an overriding public interest in favour of settlement.
This policy promotes the interests of litigants generally by saving them the
expense of trial of disputed issues, and it reduces the strain upon an already
overburdened provincial court system. [p. 230]
This observation was
cited with approval in Kelvin Energy Ltd. v. Lee, [1992] 3 S.C.R. 235,
at p. 259, where L’Heureux-Dubé J. acknowledged that promoting settlement was
“sound judicial policy” that “contributes to the effective administration of
justice”.
[12]
Settlement privilege promotes settlements. As
the weight of the jurisprudence confirms, it is a class privilege. As with
other class privileges, while there is a prima facie presumption of
inadmissibility, exceptions will be found “when the justice of the case
requires it” (Rush & Tompkins Ltd. v. Greater London Council, [1988]
3 All E.R. 737 (H.L.), at p. 740).
[13]
Settlement negotiations have long been protected
by the common law rule that “without prejudice” communications made in the
course of such negotiations are inadmissible (see David Vaver, “‘Without
Prejudice’ Communications — Their Admissibility and Effect” (1974), 9 U.B.C.
L. Rev. 85, at p. 88). The settlement privilege created by the “without
prejudice” rule was based on the understanding that parties will be more likely
to settle if they have confidence from the outset that their negotiations will
not be disclosed. As Oliver L.J. of the English Court of Appeal explained in Cutts
v. Head, [1984] 1 All E.R. 597, at p. 605:
. . . parties should be
encouraged so far as possible to settle their disputes without resort to
litigation and should not be discouraged by the knowledge that anything that is
said in the course of such negotiations . . . may be used to their prejudice
in the course of the proceedings. They should, as it was expressed by Clauson
J in Scott Paper Co v. Drayton Paper Works Ltd (1927) 44 RPC 151 at 157,
be encouraged freely and frankly to put their cards on the table.
What is said during
negotiations, in other words, will be more open, and therefore more fruitful,
if the parties know that it cannot be subsequently disclosed.
[14]
Rush & Tompkins confirmed that settlement privilege extends beyond documents
and communications expressly designated to be “without prejudice”. In that
case, a contractor settled its action against one defendant, the Greater London
Council (the GLC), while maintaining it against the other defendant, the Carey
contractors. The House of Lords considered whether communications made in the
process of negotiating the settlement with the GLC should be admissible in the
ongoing litigation with the Carey contractors. Lord Griffiths reached two
conclusions of significance for this case. First, although
the privilege is often referred to as the rule about “without prejudice”
communications, those precise words are not required to invoke the privilege.
What matters instead is the intent of the parties to settle the action (p. 739).
Any negotiations undertaken with this purpose are inadmissible.
[15]
Lord Griffiths’ second relevant conclusion was
that although most cases considering the “without prejudice” rule have dealt
with the admissibility of communications once negotiations have failed, the
rationale of promoting settlement is no less applicable if an agreement is
actually reached. Lord Griffiths explained that a plaintiff in Rush &
Tompkins’ situation would be discouraged from settling with one defendant if
any admissions it made during the course of its negotiations were admissible in
its claim against the other:
In such circumstances it would, I
think, place a serious fetter on negotiations . . . if they knew that
everything that passed between them would ultimately have to be revealed to the
one obdurate litigant. [p. 744]
[16]
Middelkamp v. Fraser Valley Real Estate Board (1992), 71 B.C.L.R. (2d) 276 (C.A.), subsequently
endorsed the view that settlement privilege covers any settlement
negotiations. The plaintiff James Middelkamp launched a civil suit against
Fraser Valley Real Estate Board claiming that it had engaged in practices that
were contrary to the Competition Act, R.S.C. 1985, c. C-34 , and caused
him to suffer damages. He also complained about the Board’s conduct to the
Director of Investigation and Research under different provisions of the Act,
resulting in an investigation by the Director and criminal charges against the
Board. The Board negotiated a settlement with the Department of Justice,
leading to the criminal charges being resolved. Middelkamp sought disclosure
of any communications made during the course of negotiations between the Board
and the Department of Justice. McEachern C.J.B.C. refused to order disclosure
of the communications on the basis of settlement privilege, explaining:
. . . the public interest in
the settlement of disputes generally requires “without prejudice” documents or
communications created for, or communicated in the course of, settlement
negotiations to be privileged. I would classify this as a “ʻblanketʼ,
prima facie, common law, or ‘class’” privilege because it arises from
settlement negotiations and protects the class of communications exchanged in
the course of that worthwhile endeavour.
In my judgment this
privilege protects documents and communications created for such purposes both
from production to other parties to the negotiations and to strangers, and
extends as well to admissibility, and whether or not a settlement is reached.
This is because, as I have said, a party communicating a proposal related to
settlement, or responding to one, usually has no control over what the other
side may do with such documents. Without such protection, the public interest
in encouraging settlements will not be served. [Emphasis added; paras. 19-20.]
[17]
As McEachern C.J.B.C. pointed out, the
protection is for settlement negotiations, whether or not a settlement is
reached. That means that successful negotiations are entitled to no less
protection than ones that yield no settlement. The reasoning in Brown v.
Cape Breton (Regional Municipality), 2011 NSCA 32, 302 N.S.R. (2d) 84, is
instructive. A plaintiff
brought separate claims against two defendants for unrelated injuries to the
same knee. She settled with one defendant and the Court of Appeal had to
consider whether the trial judge was right to order disclosure of the amount of
the settlement to the remaining defendant. Bryson J.A.
found that disclosure should not have been ordered since a principled approach
to settlement privilege did not justify a distinction between settlement
negotiations and what was ultimately negotiated:
Some of the cases distinguish
between extending privilege from negotiations to the concluded agreement
itself. . . . The distinction . . . is arbitrary. The reasons for
protecting settlement communications from disclosure are not usually spent when
a deal is made. Typically parties no more wish to disclose to the world the
terms of their agreement than their negotiations in achieving it. [Emphasis
added; para. 41.]
Notably, this is the view
taken in Alan W. Bryant, Sidney N. Lederman and Michelle K. Fuerst, The Law
of Evidence in Canada (3rd ed. 2009), where the authors conclude:
. . . the
privilege applies not only to failed negotiations, but also to the content
of successful negotiations, so long as the existence or interpretation of
the agreement itself is not in issue in the subsequent proceedings and none of
the exceptions are applicable. [Emphasis added; §14.341.]
[18]
Since the negotiated amount is a key component
of the “content of successful negotiations”, reflecting the admissions, offers,
and compromises made in the course of negotiations, it too is protected by the
privilege. I am aware that some earlier jurisprudence did not extend the
privilege to the concluded agreement (see Amoco Canada Petroleum Co. v.
Propak Systems Ltd., 2001 ABCA 110, 281 A.R. 185, at para. 40, citing Hudson
Bay Mining and Smelting Co. v. Wright (1997), 120 Man. R. (2d) 214 (Q.B.)),
but in my respectful view, it is better to adopt an approach that more robustly
promotes settlement by including its content.
[19]
There are, inevitably, exceptions to the
privilege. To come within those exceptions, a defendant must show that, on
balance, “a competing public interest outweighs the public interest in
encouraging settlement” (Dos Santos Estate v. Sun Life Assurance Co. of
Canada, 2005 BCCA 4, 207 B.C.A.C. 54, at para. 20). These countervailing
interests have been found to include allegations of misrepresentation, fraud or
undue influence (Unilever
plc v. Procter & Gamble Co., [2001] 1 All E.R. 783 (C.A. Civ. Div.), Underwood v. Cox (1912),
26 O.L.R. 303 (Div. Ct.)), and preventing a plaintiff
from being overcompensated (Dos Santos).
[20]
The non-settling defendants argue that there
should be an exception to the privilege for the amounts of the settlements
because they say they need this information to conduct their litigation. I see
no tangible prejudice created by withholding the amounts of the settlements
which can be said to outweigh the public interest in promoting settlements.
[21]
The particular settlements negotiated in this
case are known as Pierringer Agreements. Pierringer Agreements were developed
in the United States to address the obstacles to settlement that arose in
multi-party litigation. Professor Peter B. Knapp summarized the value — and
complexity — of trying to settle multi-party litigation as follows:
Settlement of complicated
multi-defendant civil litigation is particularly valuable, because complicated
civil trials can consume enormous amounts of a judge’s time and can be
expensive for the parties. However, settling multi-defendant civil litigation
can be especially difficult. Different defendants have different tolerances
for risk, and some defendants are simply far less willing to settle than
others.
(“Keeping
the Pierringer Promise: Fair Settlements and Fair Trials” (1994), 20 Wm.
Mitchell L. Rev. 1, at p. 5)
[22]
Professor Knapp also explained why, prior to
Pierringer Agreements, settlements had been difficult to encourage:
On one hand, a plaintiff
contemplating settlement with one of several defendants faced the possibility
that release of the one defendant would also extinguish all claims against the
nonsettling defendants. On the other hand, in jurisdictions which permitted
contribution among joint tortfeasors, a settling defendant faced the
possibility of post-settlement contribution claims made by the nonsettling
defendants. [pp. 6-7]
[23]
In the United States, Pierringer Agreements were
found to significantly attenuate the obstacles in the way of negotiating
settlements in multi-party litigation. Under a Pierringer Agreement, the
plaintiff’s claim was only “extinguished” against those defendants with whom it
settled; the claims against the non-settling defendants continued. The
settling defendants, meanwhile, were assured that they could not be subject to
a contribution claim from the non-settling defendants, who would be accountable
only for their own share of liability at trial.
[24]
Pierringer Agreements in Canada built on these
American foundations and routinely included additional protections for
non-settling defendants, such as requiring that non-settling defendants be
given access to the settling defendants’ evidence. In this case, for example, the court order approving
the settlement required that the plaintiffs get production of all relevant
evidence from the settling defendants and make this evidence available to the
non-settling defendants on discovery. It also ordered that, with respect to
factual matters, there be no restrictions on the non-settling defendants’
access to experts retained by the settling defendants. In addition, the Agreements
in this case specified that their non-financial terms would be disclosed to the
court and non-settling defendants “to the extent required by the laws of the
Province of Nova Scotia and the rulings and ethical guidelines promulgated by
the Nova Scotia Barristers’ Society” (A.R., at pp. 142 and 184).
[25]
The non-settling defendants have in fact
received all the non-financial terms of the Pierringer Agreements. They have
access to all the relevant documents and other evidence that was in the
settling defendants’ possession. They also have the assurance that they will
not be held liable for more than their share of damages. Moreover, Sable
agreed that at the end of the trial, once liability had been determined, it
would disclose to the trial judge the amounts it settled for. As a result,
should the non-settling defendants establish a right to set-off in this case,
their liability for damages will be adjusted downwards if necessary to avoid
overcompensating the plaintiff.
[26]
As for any concern that the non-settling
defendants will be required to pay more than their share of damages, it is
inherent in Pierringer Agreements that non-settling defendants can only be held
liable for their share of the damages and are severally, and not jointly,
liable with the settling defendants.
[27]
It is therefore not clear to me how knowledge of
the settlement amounts materially affects the ability of the non-settling
defendants to know and present their case. The defendants remain fully aware
of the claims they must defend themselves against and of the overall amount
that Sable is seeking. It is true that knowing the settlement amounts might
allow the defendants to revise their estimate of how much they want to invest
in the case, but this, it seems to me, does not rise to a sufficient level of
importance to displace the public interest in promoting settlements.
[28]
The non-settling defendants also argued that
refusing disclosure impedes their own possible settlement initiatives since
they are more likely to settle if they know the settlement amounts already
negotiated. Perhaps. But they may also, depending on the amounts, arguably
come to see them as a disincentive. In any event, theirs is essentially a
circular argument that the interest in subsequent settlement outweighs
the public interest in encouraging the initial settlement. But the
likelihood of an initial settlement decreases if the amount is disclosable.
[29]
Someone has to go first, and encouraging that
first settlement in multi-party litigation is palpably worthy of more
protection than the speculative assumption that others will only follow if they
know the amount. The settling defendants, after all, were able to come to a
negotiated amount without the benefit of a guiding settlement precedent. The
non-settling defendants’ position is no worse. As Smith J. noted in protecting
the settlement amount from disclosure in Bioriginal Food & Science Corp.
v. Sascopack Inc., 2012 SKQB 469 (CanLII):
. . . imperfect knowledge is virtually
always the case in settlement negotiations. There are always knowns and known
unknowns . . . . [para. 33]
And Bryson J.A.
compellingly summarized the competing arguments in Brown as follows:
Some courts have argued that it is
necessary to go further and disclose the settlement amount itself. They hold
either that the agreement (unlike negotiations) is not privileged or that the
settling parties have an advantage which should be redressed by disclosure. .
. . If indeed settling parties thereby enjoy an advantage over non-settling
parties, it is one for which they have bargained. The court should hesitate to
expropriate that advantage by ordering disclosure at the instance of
non-settling parties, intransigent or otherwise. The argument that disclosure
would facilitate settlement amongst the remaining parties ignores that, but for
the privilege, the first settlement would often not occur. [Citations omitted;
para. 67.]
[30]
A proper analysis of a claim for an exception to
settlement privilege does not simply ask whether the non-settling defendants
derive some tactical advantage from disclosure, but whether the reason for
disclosure outweighs the policy in favour of promoting settlement.
While protecting disclosure of settlement negotiations and their fruits has the
demonstrable benefit of promoting settlement, there is little corresponding
harm in denying disclosure of the settlement amounts in this case.
[31]
I would therefore allow the appeal with costs
throughout.
Appeal
allowed with costs throughout.
Solicitors for the
appellants: McInnes Cooper, Halifax.
Solicitors for the
respondents Ameron International Corporation and Ameron B.V.: Merrick
Jamieson Sterns Washington & Mahody, Halifax.
Solicitors for the
respondents Allcolour Paint Limited, Amercoat Canada, Rubyco Ltd., Danroh Inc.
and Serious Business Inc.: Bingham Law, Moncton.