July 31st, 2010
Source: The Mississauga Judicial Inquiry website:
July 28, 2010 Hearing transcript (Peter McCallion Day 2 testimony) at: http://mail.tscript.com/trans/mississauga/jul_28_10/index.htm
2005 1 2 3 4 MISSISSAUGA JUDICIAL INQUIRY 5 6 7 8 9 Before: Associate Chief Mr. Justice J. Douglas 10 Cunningham 11 12 13 14 15 16 17 18 19 HELD AT: 20 Provincial Offence Court 21 Mississauga, Ontario 22 July 28, 2010 23 24 Pages 2005 to 2261 25 2006 1 APPEARANCES 2 William McDowell )Commission Counsel 3 Naomi Loewith ) 4 Yashada Ranganathan ) 5 6 Freya Kristjanson (np) )For Mayor Hazel McCallion 7 Elizabeth McIntrye ) 8 Adrianne Telford (np) ) 9 Pavle Masic ) 10 11 Brian Gover ) For Peter McCallion 12 Luisa Ritacca ) 13 14 Clifford Lax, Q.C. )For City of Mississauga 15 Tracy Wynne ) 16 James Renihan ) 17 David Schwartz (np) ) 18 19 Michael Barrack )For OMERS 20 John Finnigan ) 21 Kim Ferreira (np) ) 22 James Roks (np) ) 23 Alana Shepherd (np) ) 24 Deborah Palter ) 25 Ronald Podolny (np) ) 2007 1 APPEARANCES (Cont'd) 2 Alan Mark (np) )For Enersource 3 Kelly Friedman (np) ) 4 5 Don Jack ) For 156 Square One 6 Adam Goodman ) 7 8 Gerarda Mazza (np) ) For Mr. Leo Couprie 9 10 Michael Cohen (np) ) For Mr. Murray Cook 11 12 Jean-Claude Killey (np) ) For Mr. Tony DeCicco 13 Linda Rothstein ) 14 15 Patrick Eighenberg (np) ) For Mr. Jonathan Toll 16 17 Peter Cavanagh (np) ) For Mr. William Houston 18 19 20 21 22 23 24 25 2008 1 TABLE OF CONTENTS 2 Page No. 3 Exhibit List 2009 4 5 PETER MCCALLION, Resumed 6 Continued Cross-examination by Mr. Clifford Lax 2015 7 8 Submissions by Mr. Brian Gover 2110 9 Submissions by Ms. Elizabeth McIntyre 2123 10 Submissions by Mr. William McDowell 2123 11 Submissions by Mr. Clifford Lax 2125 12 Reply Submissions by Mr. Brian Gover 2128 13 Ruling 2129 14 15 PETER MCCALLION, Resumed 16 Continued Cross-examination by Mr. Clifford Lax 2132 17 Cross-examination by Ms. Elizabeth McIntyre 2144 18 Re-cross-examination by Mr. William McDowell 2182 19 20 21 22 23 24 25 2009 1 TABLE OF CONTENTS (Con't) 2 Page 3 No. 4 ROBERT MICHAEL LATIMER, Sworn 5 Examination-in-chief by Mr. William McDowell 2187 6 Cross-examination by Ms. Elizabeth McIntyre 2222 7 Cross-examination by Ms. Luisa Ritacca 2236 8 Cross-examination by Ms. Linda Rothstein 2242 9 Cross-examination by Mr. Don Jack 2248 10 Re-direct Examination by Mr. William McDowell 2260 11 12 Certificate of transcript 2261 13 14 15 16 17 18 19 20 21 22 23 24 25 2010 1 LIST OF EXHIBITS 2 EXHIBIT NO. DESCRIPTION PAGE NO. 3 274 COM001002003 - Declaration of Trust 4 dated January 1, 2000 5 199 COM001002039 - Statement of Defence 6 and Counterclaim Court file No. 7 08-CV-35121PD1A 8 291 COM001002766 - letter - World Class 9 Developments Limited - corporate 10 matters dated November 20, 2006 2057 11 210 COM001002821 - letter - Murray Cook 12 et al ats Leo Couprie dated September 13 26, 2008 14 213 MIS001011340 - LRO No. 43 Charge/ 15 Mortgage dated April 27, 2005 16 216 MIS054001061 - calendar - Hotel/ 17 Conference Centre dated October 4, 18 2007 19 217 MIS055004020 - Calendar - ES/MB/ 20 Peter McCallion re City Centre 21 Project dated February 15, 2007 22 218 MIS055005021 - Note - (Hurry - 416- 23 399-5041...) dated February 15, 2007 24 219 MIS055005026 - Calendar - WCD - hotel 25 and Conference Centre dated August 9, 2007 2011 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 191 MIS064004001 - calendar - Peter 4 McCallion dated January 18, 2007 5 223 MIS064004007 - Calendar - dated June 6 21, 2007 7 224 MIS064004013 - Calendar - meet w 8 P. McCallion/AR etc, dated November 9 13, 2007 10 227 MIS064004017 - Calendar - dated 11 March 6, 2008 12 228 MIS068001001 - Note(s) - dated June 13 24, 2009 14 276 MIS068004004 - report dated December 15 11, 2008 16 235 MIS079001008 - telephone records - 17 dated November 5, 2007 18 237 MIS079001010 - telephone records - 19 dated November 5, 2007 20 239 MIS079001027 - telephone records - 21 dated May 22, 2008 22 204 MIS079001029 - telephone records 23 dated June 5, 2008 24 240 MIS079001031 - telephone records - 25 dated June 6, 2008 2012 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 241 MIS079001033 - telephone records - 4 dated July 4, 2008 5 242 MIS079001041 - telephone records - 6 dated October 9, 2008 7 243 MIS079001060 - telephone records - 8 dated December 11, 2008 9 245 OMR001002272 - letter - World Class 10 Purchase from OMERS dated October 11 17, 2008 12 246 OMR001002288 - email - re: How did 13 it go? dated May 13, 2008 14 249 OMR002002899 - email - FW: World 15 Class Developments - Block 29, Plan 16 43M-1010, Mississauga dated October 17 8, 2008 18 250 SOL001001076 - email - WCD - Tony 19 Dicico call back dated December 2, 20 2008 21 256 WCD001001974 - email - WCD November 22 21 meeting dated November 22, 2007 23 193 COM001002019 - Shareholders Agreement 24 dated January 29, 2007 25 2013 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 211 COM001002846 - real estate 4 transaction documents - Leo Couprie 5 purchase from Peter McCallion 6 5405 Durie Road, Mississauga File 7 No. 0800003, dated May 14, 2008 8 181 COM006001036 - map - Mississauga 9 City Centre plan - 1998 Marketing 10 Group Partners dated January 1, 1998 11 182 COM06001038 - marketing - Mississauga 12 Ontario Canada - Development 13 opportunity - New hotel/Conference 14 centre dated January 1, 2000 15 288 COM006001202 - marketing - Mississauga 16 City Centre Vision 17 284 OMR001002175 - report - Square One 18 land sale (blocks 9 and 29) to World 19 Class Development dated January 31, 20 2007 21 283 OMR001002225 - report - Square 22 One - land sale (Parcels 6 and 7) 23 dated May 18, 2006 24 25 2014 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 287 OMR001002295 - letter - World Class 4 Developments Limited Agreement of 5 Purchase and Sale with OMERS Realty 6 Management Corporation and 1331430 7 Ontario Inc - Blocks 9 and 29, Plan 8 43M-1010, Mississauga dated July 9 16, 2009 10 285 OMR001002339 - email - re: WCD dated 11 July 9, 2008 12 282 OMR001002395 - memorandum - Square 13 One - land sale (Parcels 6 and 7) 14 dated May 1, 2006 15 289 Transcript of the cross-examination 16 of Peter McCallion 2015 17 18 19 20 21 22 23 24 25 --- Upon commencing at 10:30 a.m. 2015 1 THE COURT CLERK: Order in the courtroom. 2 All rise, please. This Inquiry is now in session. 3 Please be seated. 4 COMMISSIONER DOUGLAS CUNNINGHAM: Good 5 morning. 6 7 (BRIEF PAUSE) 8 9 MR. WILLIAM MCDOWELL: Commissioner, a 10 couple of housekeeping things. 1) We will file, and 11 mark as an exhibit, the transcript which we placed before 12 you yesterday. We probably need one to be marked as the 13 next exhibit. 14 THE COURT CLERK: Two eighty-nine (289). 15 16 --- EXHIBIT NO. 289: Transcript of the cross- 17 examination of Peter 18 McCallion 19 20 MR. WILLIAM MCDOWELL: Right. Do we have 21 another copy of the transcript? 22 That's the first thing. The second thing 23 is that, counsel having huddled, we think that it 24 probably is more prudent to let the examination continue, 25 and then to deal with the issue, if it arises, because it 2016 1 -- it may not. 2 COMMISSIONER DOUGLAS CUNNINGHAM: All 3 right, that's fine. Mr. McCallion, you're still under 4 oath. Good morning. 5 6 PETER MCCALLION, Resumed 7 8 THE WITNESS: Good morning. 9 10 CONTINUED CROSS-EXAMINATION BY MR. CLIFFORD LAX: 11 Q: Good morning, Mr. McCallion. 12 A: Good morning. 13 MR. CLIFFORD LAX: Can we turn, Mr. 14 Commissioner, to Exhibit 190, and this is the declaration 15 of trust that you spoke about yesterday with both your 16 counsel, and with Mr. McDowell, the one (1) that was 17 witnessed by the mayor. 18 19 CONTINUED BY MR. CLIFFORD LAX: 20 Q: Just so that I'm clear, you -- you 21 said that the reason for this declaration of trust being 22 prepared and executed at the time that it was, was 23 because you had an upcoming trip to Vietnam with Mr. 24 Couprie, is that correct, and you wanted to protect your 25 interest? 2017 1 A: Correct. 2 Q: Just out of curiosity, was the trip 3 to Vietnam the only trip that you took with Mr. Couprie, 4 jointly? 5 A: No, it is not. 6 Q: Pardon me? 7 A: No, it is not. 8 Q: You went on other trips. 9 A: Yes, I did. 10 Q: After this Vietnam trip? 11 A: Yes. 12 Q: And you told us that after you 13 returned from the Vietnam trip you tore up this 14 declaration of trust because you didn't need it any more. 15 A: Well, I said I discarded it. I 16 didn't say I tore it up. 17 Q: All right. Because you didn't need 18 it any more? 19 A: I didn't feel we needed it anymore, 20 yes. 21 Q: And when you went on the other trips 22 subsequent to the Vietnam trip, did you prepare a 23 declaration of trust, or did you have one prepared to 24 protect your interest, just in case anything happened on 25 those trips? 2018 1 A: No, I did not. 2 Q: Why not? 3 A: I didn't feel it was necessary at the 4 time. 5 Q: Well, if it was necessary for the 6 Vietnam trip, why was it not necessary for the trips that 7 followed? 8 A: Because there were other people 9 involved at the time. 10 Q: That would be who? 11 A: Murray Cook. 12 Q: By the time that this declaration of 13 trust is signed, Mr. McCallion, Murray Cook was already 14 involved. That's why only -- only 80 percent of the 15 shares of World Class were being held in trust for you. 16 The other 20 percent were -- belonged to Murray Cook, or 17 were promised to Murray Cook, weren't they? 18 A: I believe. 19 Q: All right. So he was already 20 involved at the time of this declaration of trust. 21 A: I believe he was not a shareholder at 22 this time. 23 Q: All right. But you're holding 20 24 percent in reserve for him? 25 A: I believe so. 2019 1 Q: All right. And so if you need to 2 protect your interest for the Vietnam trip, how come you 3 didn't need to protect your interest on the later trips 4 when Murray Cook -- when Murray Cook there was just a sha 5 -- was a shareholder for 20 percent, as you contemplated 6 at the time of this declaration of trust? 7 A: It was contemplated at this time, but 8 it was not formalized. 9 Q: And what difference does it make to 10 you as to wether your interest is protected if Murray 11 Cook's 20 percent shareholding interest was only 12 contemplated, or formalized? 13 A: I believed he was a family friend and 14 I trusted him at that point. 15 Q: You didn't trust him when -- when you 16 only promised him 20 percent of the shares? 17 A: I didn't promise him the 20 percent. 18 Leo Couprie promised him the 20 percent. 19 Q: You didn't trust him at the time you 20 signed this declaration of trust? 21 A: I like formal documentation. 22 Q: Pardon me? 23 A: I like to see formal documentation. 24 Q: How did the formal documentation give 25 you any higher degree of confidence in Murray Cook? 2020 1 A: It did at the time. 2 Q: How? 3 A: Confidence in my mind. 4 Q: What in the documentation would give 5 you 1 ounce of additional confidence in Murray Cook? 6 A: In my mind, it gave me full 7 confidence. 8 Q: Are you able to tell me why that was 9 the case? 10 A: He was a family friend. 11 Q: He was a family friend before the 12 declaration of trust -- 13 A: Correct. 14 Q: -- and he was family frie -- family 15 friend when he was your partner. 16 A: Well, he wasn't my partner. 17 Q: He was your fa -- he was a family 18 friend when both of you then officially owned the shares 19 of WCD, correct? 20 A: Correct. 21 Q: So what was it that the documentation 22 was going to do that was going to give you any more 23 confidence in Murray Cook? 24 A: Because he had signed the 25 documentation. 2021 1 Q: Are you unable to give me an answer 2 why -- 3 A: I cannot -- 4 Q: -- you had any more confidence? 5 A: I had that confidence at the time. 6 Q: Now, at the time that you had this -- 7 signed this declaration of trust, you've told us that 8 your belief was that your interest was that of a -- of a 9 real estate agent, correct? 10 A: Correct. 11 Q: You wanted to protect the future flow 12 of potential commission. 13 A: Correct. 14 Q: But the declaration of trust doesn't 15 say anything about commissions. It talks only about 80 16 percent of the shares of World Class Developments. 17 A: Correct. 18 Q: Now, how can we equate what you were 19 concerned about protecting -- namely commissions -- to be 20 equal to 80 percent of the shares of World Class 21 Developments? 22 A: I can't answer that. 23 Q: Do you agree with me that this 24 declaration of trust did not in any way protect your 25 anticipated future real estate commissions? 2022 1 A: It does not state that in there, no. 2 Q: Thank you. Will you just please turn 3 to Exhibit 199, Mr. Commissioner? This is the statement 4 of defence and counterclaim that was filed by Murray Cook 5 in the action commenced by Leo Couprie. 6 Now, I think it's important for the 7 Commissioner to understand that Leo Couprie, the 8 plaintiff in this action, sued for a declaration that the 9 Shareholders' Agreement was null and void. 10 Do you -- do you understand that? 11 A: Yep. 12 Q: And Mr. Bisceglia was the lawyer who 13 acted for Leo Couprie. 14 A: Yes. 15 Q: Would it be fair to say that at the 16 time that Mr. Couprie was the -- issued this lawsuit, and 17 Mr. Bisceglia was receiving his instructions not from Leo 18 Couprie, but rather from Tony DeCicco and from you and 19 from Mr. Bisceglia, because you were the interested 20 shareholders in Wold Class Developments? 21 A: I didn't give any instruction. 22 Q: Would it be fair to say that Mr. 23 Couprie really had no independent interest? He held the 24 shares in trust for either you or -- or Mr. DeCicco's 25 holding company, what was it called, Lands -- Landplex. 2023 1 A: So what are you asking? 2 Q: That he was just there as a 3 figurehead. He -- he was take -- Mr. Bisceglia's -- Mr. 4 Bisceglia's real clients were you, DeCicco, and 5 Bisceglia. 6 A: Not in my mind at that time, no. 7 Q: Because at that time, you thought 8 that Leo Couprie really owned the shares -- 9 A: Correct. 10 Q: -- because at that time, you hadn't 11 read the trust agreement. 12 A: Correct. 13 Q: And at that time, you had brought in 14 or introduced De -- DeCicco into the transaction with the 15 -- with the knowledge that that would likely force out 16 Murray Cook. 17 A: That wasn't the purpose. 18 Q: But you knew that that was a likely 19 result. 20 A: It was a possibility. 21 Q: Now, let's see what Mr. Cook pleaded 22 in his statement of defence. And I take it you told us 23 that you have never re -- read this document; is that 24 correct? 25 A: This one here? 2024 1 Q: Yes. 2 A: No, I have not. 3 Q: Okay. Just turn please to the 4 statement of defence, third page in, paragraph 3(b). Mr. 5 Cook sates --states in paragraph 3(b) -- and I have to 6 just add a few words here to ma -- give it context -- 7 that: 8 "In or about the year 2005 [which 9 appears in paragraph (a)], that it was 10 agreed between Murray Cook [and these 11 are the curious words] and another 12 participant [that I suggest was you] 13 that the corporate vehicle to be used 14 to effect the purchase of the said 15 lands was a company known as World 16 Class Developments Limited, which had 17 been incorporated by a solicitor 18 retained by the aforementioned 19 participant." 20 Now, we'll just stop there. You agree -- 21 we agree from the -- from the evidence that it was you 22 who caused a solicitor, Caprara Brown, to incorporate 23 World Class Developments? 24 A: Correct. 25 Q: So that when Mr. Cook is referring to
2025 1 "another participant" who incorporated World Class 2 Developments, that would be you? 3 A: Correct. 4 Q: Go on to paragraph (c) for a moment. 5 "It was agreed that in consideration of 6 Murray Cook participating in the 7 transaction and to exercise access to 8 his reputation, expertise, know-how, 9 business contacts, office space, and 10 support, there would be conveyed to him 11 a 20 percent interest in the shares of 12 World Class Developments Limited." 13 And I take it that's -- that was true as 14 well? 15 A: Yes. 16 Q: That's why Couprie was only holding 17 80 percent for you, because the other 20 percent was 18 going to Cook? 19 A: Correct. 20 Q: And then if we skip down to paragraph 21 4: 22 "In or about 2006, Murray Cook became 23 aware that the original participant 24 [that would be you] sought to have his 25 interest in World Class Developments 2026 1 Limited held by the plaintiff..." 2 And that would be Couprie. And that would 3 be the trust agreement, correct? 4 A: That is correct. 5 Q: 6 "...and asked that Murray Cook proceed 7 to manage World Class Developments 8 Limited and close the transaction with 9 the plaintiff as the co-shareholder." 10 That would be accurate as well? 11 A: That's number 5? 12 Q: No, number 4. You did not appear as 13 a shareholder of record, Leo Couprie did; he held his 14 shares in trust for you? 15 A: At that time I didn't know that, but, 16 correct. 17 Q: So there were only two (2) 18 shareholders, namely, Leo Couprie and Murray Cook? 19 A: Correct. 20 Q: Then we go down to paragraph 7. 21 "In or about 2007, the plaintiff 22 [that's Mr. Couprie] advised that he 23 had transferred all or part of his 24 interest in World Class Developments to 25 two (2) other individuals, Tony DeCicco 2027 1 and Emilio Bisceglia, who were to 2 attend meetings and participate in 3 management decisions." 4 And that's correct as well? 5 A: I now know that, yes. 6 Q: Well, we knew it at the time, because 7 you were responsible for the introduction of DeCicco to - 8 - to World Class Developments, and you -- and you knew 9 that DeCicco was acquiring part or all of the shares that 10 were held by Couprie. 11 A: Except for the fact that I was not 12 aware of Emilio being a partner. 13 Q: All right. Now, I'm not going to 14 belabour the point. I'll take you now to the resolution 15 of this tra -- of this litigation. It resolved pretty 16 quickly. This statement of defence and counterclaim was 17 filed in July 2008, the action was settled, apparently, 18 in September of 2008. 19 And for that, Mr. Commissioner, if we 20 could turn to Exhibit 210. 21 I should say, Mr. McCallion, that if you 22 look at the Murray Cook pleading, you are never mentioned 23 by name. It's only by the reference to the other 24 participant, that we get any context as to the fact that 25 he's referring to you. 2028 1 Do you understand that? 2 A: I believe that. 3 Q: Yeah. And now we'll turn to the 4 release, which is at Exhibit 210. If you'd turn to the 5 release, please. The next page. 6 And we look at the parties to this release 7 and we see that Cook means Murray Cook, his heirs, 8 executors, administrators, and specifically includes 9 Gordon Cooper and Richard Cooper. 10 Do you know who Gordon Cooper and Richard 11 Cooper are? 12 A: Yes, I do. 13 Q: And who -- and why were they 14 specifically included in the reference to the release of 15 whenever Murray Cook is referred to? 16 A: I'm not aware of why. However, they 17 are Murray's partners in other businesses. 18 Q: All right. And then World Class 19 parties are defined to mean World Class Developments 20 Limited, it's directors, officers, shareholders, et 21 cetera, and specifically Leo Couprie, Tony DeCicco, and 22 Peter McCallion. Were you aware -- we're -- we're going 23 to go out to the next one. We can go to it right now. 24 Look on the next -- or the last page of this document. 25 Go down, please. 2029 1 Is that -- that your signature, the -- 2 A: Yes, it is. 3 Q: -- fourth signature down? Were you 4 aware, when you signed this release, that the reason you 5 were signing it was because you were one (1) of the World 6 Class Development parties? 7 A: No, I was not. 8 Q: Did you read -- 9 A: Also -- 10 Q: -- this release before you signed it? 11 A: In that last paragraph, we were 12 looking at it, it also said "agents". 13 Q: All right. And did you read the 14 release before you signed it? 15 A: No, I did not. 16 Q: So you didn't know that it said 17 "agents"? 18 A: Well, I read it five (5) minutes ago. 19 Q: All right. And when you signed this 20 release, are you now testifying under oath that you 21 signed in the capacity not as a principal of World Class 22 Developments, but as the real estate agent for World 23 Class Developments? 24 A: Correct. 25 Q: How often, in your extensive career 2030 1 as a real estate agent, have you had to sign a release on 2 behalf of one (1) of your clients? 3 A: Very seldom. 4 Q: Ever? 5 A: I don't recall ever signing one. 6 Q: What possible justification or reason 7 could there be in a fight amongst shareholders, to have 8 the real estate agent sign the release? 9 A: I cannot answer that. 10 Q: Would you agree with me that that 11 suggestion is nonsensical? 12 A: No. 13 Q: Then tell me one (1) good reason why 14 we should believe it. 15 A: It said "agents"in there. 16 MR. CLIFFORD LAX: Now, Mr. Commissioner, 17 we're going to turn to a chronology. This is -- has been 18 handed out to all of the counsel, but it's not intended 19 to be an exhibit. It was simply to assist the Commission 20 and Commission staff so that they could find the 21 documents quickly, and to save you, frankly, from writing 22 every one -- reference to all of them. But, if you wish 23 it to be an exhibit, that's -- I'll be guided by your -- 24 COMMISSIONER DOUGLAS CUNNINGHAM: I don't 25 think it needs to be an exhibit. If there's any 2031 1 disagreement I'll consider it. But otherwise, if it's 2 going to be of assistance to me, Mr. Lax, I welcome it. 3 MR. CLIFFORD LAX: Thank you. 4 5 (BRIEF PAUSE) 6 7 MR. CLIFFORD LAX: Thank you, sir. 8 9 (BRIEF PAUSE) 10 11 CONTINUED BY MR. CLIFFORD LAX: 12 Q: If we can start, please, with Exhibit 13 234, page 1. 14 And we've seen this document before, Mr. 15 McCallion; it was brought to your attention yesterday. 16 It's a meeting at your mother's home on Wednesday, 17 February the 12th, 2003, at 6:00 p.m. There's you and 18 Mr. DeCicco. 19 You said yesterday that this meeting was 20 arr -- I'm sorry, you -- you -- it indicates that this 21 meeting was arranged at your request. You were asked 22 yesterday if this was about WCD, and you indicated that 23 it was not. 24 A: Correct. 25 Q: Do I take it that the reason you say 2032 1 it was not was simply because it's too early in your view 2 for it to refer to WCD? 3 A: Completely. 4 Q: But we know that you were engaged in 5 attempts to develop a relationship, at least, with this 6 land and with -- with the purchasers since as early as 7 2002. 8 A: Yes. 9 Q: And so by February of 2003, is it 10 completely unrealistic that this would relate to WCD? 11 A: Completely unrealistic. 12 Q: Only because of the timing? 13 A: Exactly because of the timing. 14 Q: And at that time, in February 12th, 15 2003, were you the agent for Tony DeCicco with respect to 16 any other then current transactions? 17 A: None. 18 Q: All right. So then the question 19 becomes, if you weren't acting for him as a real estate 20 agent, what were you doing at a meeting with him and your 21 mother on February 12th, 2003, that you engaged in? 22 A: I cannot answer that. I don't 23 remember what the meeting was about. 24 Q: Were you engaged in any other 25 business dealings with Mr. DeCicco at that time? 2033 1 A: No, I was not. 2 Q: Please turn then to Exhibit 234, page 3 3, September the 9th, 2003. You were taken to this 4 document yesterday as well. It's another meeting with 5 Tony DeCicco, yourself, and your mother, and it's to 6 discuss the new banquet hall in Mississauga. 7 Were you -- what was your role with 8 respect to the proposed new banquet hall in Mississauga? 9 A: None. 10 Q: Why were you at a meeting then to 11 discuss the banquet hall in which you had no role? 12 A: It was for dinner. 13 Q: But the dinner was to discuss 14 potential business. Why were -- 15 A: It was -- 16 Q: -- you there -- 17 A: -- I believe it was Tony wanting to 18 introduce to my mother a potential tenant for a business 19 banquet hall in Mississauga, and I went along. I had no 20 business dealings with that at all. 21 Q: Turn now -- turn to Exhibit 234, page 22 4, November the 12th, 2003, which is a meeting at your 23 mother's home at 2:00 PM. The meeting was requested by 24 you. Remember, we're still back in 2003. 25 A: Correct. 2034 1 Q: Do you still take the position it has 2 nothing to do with World Class Developments? 3 A: Absolutely. 4 Q: Were you still, by November 12th, 5 2003, not engaged in any other business dealings with Mr. 6 DeCicco? 7 A: No, I was not. 8 Q: Then the question becomes, why were 9 you there at a meeting at all? 10 A: I cannot answer what the meeting was 11 about. That's in 2003. 12 Q: Turn to Exhibit 234, page 5, January 13 29th, 2004. This is a lunch meeting with your mother and 14 Tony DeCicco. 15 Was this about World Class Developments? 16 A: No, it was not. 17 Q: Was there any other business venture 18 that -- 19 A: Not that I can re -- 20 Q: -- was then active that would require 21 your attendance at this lunch? 22 A: Not that I can remember. 23 Q: And can you recall now any 24 justification as to why you were there? 25 A: Other than Tony's a friend of mine 2035 1 and my mother, I cannot answer what the business was 2 about. Q: We turn now to Exhibit 228, April 3 24th, 2004. This is a breakfast meeting with Tony 4 DeCicco, yourself, and your mother on April 24th, 2004. 5 It appears that it was at your urgent request. 6 What was the -- 7 A: I got -- 8 Q: -- urgent matter that required you to 9 have a breakfast meeting with your mother and Mr. 10 DeCicco? 11 A: I -- you got the wrong document up 12 there. 13 Q: Sorry, page -- 14 COMMISSIONER DOUGLAS CUNNINGHAM: Are you 15 talking about Exhibit 234 still, or are you moving to 16 228? 17 MR. CLIFFORD LAX: Let me just get the 18 numbering. Is it 228 or 234 -- 228, Exhibit 228. 19 COMMISSIONER DOUGLAS CUNNINGHAM: It 20 begins May 18th, '05? 21 MR. CLIFFORD LAX: April 24th, '04, 22 but... 23 COMMISSIONER DOUGLAS CUNNINGHAM: April 24 24th, '04 is Exhibit 228. 25 2036 1 CONTINUED BY MR. CLIFFORD LAX: 2 Q: Yes. Go to page 19, I'm told. When 3 I prepared this cross-examination, it was before I had 4 the exhibit numbers. I've added them in. Page 19. It's 5 on the screen. 6 We all -- does everybody have the same 7 thing on the screen, April 24th, 2004? 8 A: Yes, we do. 9 Q: What was the urgent request? 10 A: I do not remember that. It was in 11 2004. 12 Q: There's something that was urgently 13 needed. By -- by April of 2004, were you engaged in any 14 other business relationship with Tony DeCicco that would 15 -- 16 A: No, I was not. 17 Q: All right. The next document, again, 18 is Exhibit 228, page 20. 19 20 (BRIEF PAUSE) 21 22 Q: This is a meeting of May the 1st with 23 yourself, Mr. Dave O'Brien, and Silvio de Gasperis. 24 Silvio de Gasperis, I take it we can agree, is the 25 principal of TACC. 2037 1 A: Correct. 2 Q: He's the man who ultimately loaned 3 you the fifty thousand dollars ($50,000) that's used as 4 an injection of capital into WCD. 5 A: Correct. 6 Q: And were you in -- on May of 2004 7 engaged in any other business dealings with Silvio de 8 Gasperis? 9 A: Possibly. 10 Q: What does that mean? 11 A: He was having me look at some land in 12 Pickering. 13 Q: In Pickering. 14 A: Pickering. 15 Q: All right. That wouldn't involve the 16 Mayor. 17 A: No. 18 Q: All right. So you're having lunch 19 with the Mayor with Mr. de Gasperis and Mr. O'Brien. 20 What was the reason for that lunch? 21 A: I do not remember that specifically. 22 Q: Do you remember why you were there? 23 A: Other than I know everybody there, 24 no. 25 Q: July 13th, 2004, Exhibit 134, page 7. 2038 1 2 This is a lunch meeting with your mother 3 and yourself and Tony DeCicco. By July -- or the -- it 4 was -- is it possible that that was for the purpose of 5 discussing WCD business? 6 A: No. 7 Q: And at the July 13th, did you have 8 any other business relationship with Mr. DeCicco? 9 A: Not that I recall, no. 10 Q: All right. Then the question is why 11 were you there at a lunch between DeCicco and your 12 mother? 13 A: Why would I not be? 14 Q: Well, there's a constant pattern 15 here, where you -- that you're attending these lunches, 16 and Mr. DeCicco may or may not have had reason to speak 17 to your mother, but, apparently, whatever his reasons 18 were, they didn't involve you. 19 A: May not be. 20 Q: You can't remember one reason why you 21 were there. 22 A: Not specifically, no. I don't know 23 what was discussed at July 13th, 2004. 24 Q: Would you agree with me that it 25 appears -- and we'll develop this more -- that -- that 2039 1 you are there in order to provide an entree for Mr. 2 DeCicco to have lunch with your mother? 3 A: No, Tony knew my mother very well. 4 Q: All right. He didn't need you there. 5 A: Didn't need me. 6 Q: We'll kee -- we'll keep on going 7 then. September the 14th, 2004, Exhibit 234, page 8. 8 There's a dinner meeting at a restaurant: yourself, 9 DeCicco, and your mother. Had anything changed by 10 September? Were there any business dealings between you 11 and DeCicco which would explain why you were at this 12 dinner meeting? 13 A: No. 14 Q: And -- 15 A: Remembering he is a family friend 16 too. 17 Q: And can you offer any explanation as 18 to why this meeting -- 19 A: Other than -- 20 Q: -- took place -- 21 A: Other than for -- 22 Q: -- and what -- 23 A: -- a dinner. Other than for dinner. 24 25 (BRIEF PAUSE) 2040 1 Q: Now, just to -- just to ref -- refer 2 the date; the next date is September the 24th, which is 3 the barbeque that was the result of DeCicco being the 4 highest bidder at the -- at the golf tournament. You've 5 talked to Mr. McDowell about that yesterday, and it's 6 just to give it context. 7 And if we can then go to October 30th. 8 9 (BRIEF PAUSE) 10 11 Q: Sorry, at the gala not -- yeah. The 12 30th of October, which is Exhibit 234, there's a 13 breakfast meeting between Mr. DeCicco and your mother; 14 apparently, you're not there. 15 But was there any reason to -- to your 16 knowledge, as to why you were not there? 17 A: No. 18 Q: Did you arrange this breakfast 19 meeting? 20 A: I don't believe I did. 21 Q: Then turn to January 17th, 2005, 22 Exhibit 234. This is a dinner meeting at a steak house 23 with yourself and Mr. DeCicco and your mother. 24 By January 17th, 2005, things are getting 25 firmed up, because we know that World Class Developments 2041 1 was incorporated in February of 2005, as I recall it. 2 A: Yes. 3 Q: This lunch -- the dinner meeting 4 rather of the -- January 17th, did it have anything to do 5 with World Class Developments? 6 A: No. 7 Q: And why do you say that? 8 A: Mr. DeCicco wasn't involved until 9 2007. 10 Q: That's -- we know that's when he 11 becomes involved as an investor, but had you raised with 12 him the possibility of his becoming an investor in World 13 Class Developments any earlier? 14 A: Well, not this early. 15 Q: All right. And in -- as of January 16 17th, 2005, were you engaged in any other business with 17 Mr. DeCicco? 18 A: Not that I recall at that time, no. 19 Q: And so other than to have dinner, was 20 there any other reason why you were there at this -- at 21 this -- 22 A: Other than to have dinner. 23 MR. CLIFFORD LAX: Now, Your Honour, I'm 24 going to skip -- the next entrance in the chronology has 25 to do with the mortgage. I want to come back to the 2042 1 issue of the mortgage and sale of his house later on. 2 3 (BRIEF PAUSE) 4 5 CONTINUED BY MR. CLIFFORD LAX: 6 Q: May 18th, 2005, Exhibit 228, page 13. 7 This is a meeting with yourself and Murray Cook and your 8 mother. 9 A: What's the date? 10 Q: May 18th, 2005. 11 A: Okay. 12 Q: This is before Murray Cook formally 13 becomes a part -- a shareholder in World Class 14 Developments. In fact, just so that you're clear, in 15 your affidavit, the first one, you said that -- in 16 paragraph 9 -- and I'll just tell you what you said, 17 that: 18 "Murray Cook was recruited to become 19 part of World Class Developments in 20 early 2006." 21 A: Okay. 22 Q: But here we have it in early 2005 23 that Murray Cook is meeting with you and your mother 24 about World Class Developments. 25 I take it this was -- you're still in the 2043 1 discussion stage of you trying to recruit Murray Cook? 2 A: I would believe that, yes. 3 Q: All right. And why is Murray Cook 4 then meeting with you and your mother to discuss your 5 attempts to recruit him to become part of World Class 6 Developments? 7 A: I cannot answer that I don't know. 8 Q: Well, you were there. 9 A: I was there. I don't remember the 10 specific topic of the meeting. 11 12 (BRIEF PAUSE) 13 14 Q: Okay. Do you recall anything about 15 the meeting and anything about the discussion? 16 A: Other than I discussed World Class 17 with Murray Cook. 18 Q: Well, what would -- 19 A: I -- I can't remember. 20 Q: -- your mother have known about World 21 -- what would you have told your mother about World Class 22 Developments as of May 18th, 2005? And it had only been 23 incorporated a few months earlier. 24 A: That Murray Cook was going to head it 25 up. 2044 1 Q: You had had that discussion with her? 2 A: I don't recall having it with her, 3 no. 4 Q: Well -- 5 A: I -- I'm speculating on what we 6 discussed at that meeting. 7 Q: Let's go to the next document. It's 8 August 29th, 2005, Exhibit 228, page 14 and 15. This is 9 a meeting with your mother, dinner meeting, and yourself, 10 John Di Poce, and Tony DeCicco. 11 We now know that John Di Poce became an 12 investor in World Class Developments. You said yesterday 13 you didn't know that before. 14 A: No, I did not. 15 Q: You only found out recently. 16 A: Correct. 17 Q: You found out in the course of 18 preparing for this Inquiry. 19 A: Yes. 20 Q: I take it it came as a complete shock 21 to you? 22 A: Surprise. 23 Q: Because you knew John Di Poce? 24 A: I know a lot of people. 25 Q: No, but you knew him, obviously,
2045 1 because you were at dinner with here? 2 A: Correct. 3 Q: And John Di Poce, you say never said 4 anything to you about being an equity participant in 5 World Class Developments. 6 A: No, he did not. 7 Q: You did not know that, even as a real 8 estate agent, one of your ultimate clients was John Di 9 Poce? 10 A: I did not know that. 11 Q: Okay. This meeting has a topic. 12 You were to arrange the dinner, that's what -- what's -- 13 what the note says. And there's a topic: 14 "To meet with the Mayor re. in camera 15 issues regarding OMERS that came up at 16 the AMO conference." 17 That's in the calendar comment. 18 19 (BRIEF PAUSE) 20 21 Q: Next page, please. Yeah. 22 Now, does that assist you in recalling why 23 it was that you had set this meeting up? 24 A: No, I do not recall why I set the 25 meeting up. 2046 1 Q: And -- 2 A: Other than maybe at the request of 3 Tony or John. 4 Q: All right. Now, let me understand. 5 What issues -- what relations with Tony or John have with 6 in-camera issues regarding OMERS? 7 A: I cannot answer that at the time. 8 What's the date again? 9 Q: The date of this is August 29, 2005. 10 A: Yeah, I would not know what that's 11 about. 12 Q: Pardon me? 13 A: I would not know what that's about. 14 Q: Would it be fair to say that -- that 15 it's possible, at least, that the reference to OMERS is a 16 reference to the land that WCD hoped to acquire from 17 OMERS? 18 A: I would say no. 19 Q: Why is it impossible? 20 A: We're not even close to negotiating 21 anything. 22 Q: Well, let's not be too hasty about 23 that, right. You've incorporated World Class 24 Developments; it exists. You're looking for a -- for a - 25 - you've got somebody to run the company, Murray Cook. 2047 1 And you're looking for financial support, aren't you? 2 A: Not at that point. 3 Q: I see. And the land that you're 4 going to want to acquire is land that's owned by OMERS? 5 A: Correct. 6 Q: And we know that DeCicco and Di Poce 7 both become equity participants of World Class 8 Developments, and they both invest a lot of money in it. 9 A: In the end, yes. 10 Q: Right. So other than the timing, 11 it's not impossible that the reason that Di Poce and 12 DeCicco are there, is to discuss the reason that World 13 Class Developments was incorporated, which was to develop 14 the hotel site on this land? 15 A: At that time, I would still say no. 16 Q: Will you please turn to February 7th, 17 2006, Exhibit 228, page 6. 18 19 (BRIEF PAUSE) 20 21 Q: This is a meeting at your mother's 22 house with yourself and Leo Couprie, February 7th, 2006. 23 Do we agree that the purpose of this meeting is to 24 discuss World Class Developments? 25 A: It could be. 2048 1 Q: Well, now let's break that answer 2 down. This is the first time Mr. Couprie, at least in 3 your mother's agendas, is meeting wit -- with her, in 4 your company, correct? 5 A: If that's what the records show. 6 Q: All right. I can assure you that, to 7 the best of my knowledge, that's what the records show. 8 And to the best of your knowledge, had Mr. Couprie had 9 any other independent relationship with your mother? 10 A: He was trying to work on a Seneca 11 College, moving them to Mississauga. 12 Q: At that time? 13 A: I don't remember if it was -- that's 14 exactly at that time. 15 Q: And what was your role in his 16 attempts to move Seneca College to Mississauga in 17 February 7th, 2006? 18 A: I had no role. 19 Q: All right. So there'd be no reason 20 for you to be there for him to discuss Seneca College 21 with your mother? 22 A: Other than family friend, no. 23 Q: But we do know that by -- by February 24 of 2006 you were starting to pay attention to the 25 organization of WCD. 2049 1 (BRIEF PAUSE) 2 3 MR. CLIFFORD LAX: Just -- just give me a 4 moment, Mr. Commissioner. 5 6 (BRIEF PAUSE) 7 8 MR. CLIFFORD LAX: Just a moment, I'll... 9 10 (BRIEF PAUSE) 11 12 CONTINUED BY MR. CLIFFORD LAX: 13 Q: We know that World Class Developments 14 was -- when it had been incorporated, but it's not 15 actively organized. Do you know what that means? It 16 means the lawyers were still incorporating directors. Do 17 you -- do you want -- do -- do you realize -- 18 A: Well, I'm -- you're telling me. 19 Q: All right. Well, I'm going to show 20 you -- okay, it's in their documents. I'll come back to 21 this in just a moment. 22 But do you recall that -- that Mr. Couprie 23 gave instructions to the lawyers that since he was going 24 to be putting up all the money, that he wanted to be the 25 sole director? 2050 1 A: Yes. 2 Q: And it's about this time that, in my 3 recollection -- I'm going to try and find the documents - 4 - 5 A: Okay. 6 Q: -- that he's meeting with you and 7 your mother. 8 A: Then that's probably what we're 9 talking about. 10 Q: All right. That was in February of 11 2006. Would you please turn to May 29th, 2006, Exhibit 12 228, page 7. 13 (BRIEF PAUSE) 14 15 Q: This is a lunch meeting with Murray 16 Cook and yourself and your mother; can we agree that the 17 likely discussion was about World Class Developments? 18 A: That is possible. 19 Q: Well, this is the second meeting with 20 Murray Cook. The first -- the first meeting was a year 21 earlier, May 18th, 2005. At least that's recorded in 22 your mother's agendas. There may -- there may have been 23 other meetings, but we don't know about them. 24 And now on May 29th, 2006, there's a 25 second lunch. 2051 1 A: It's a breakfast. 2 Q: A breakfast. And I'm suggesting to 3 you that the likely topic of discussion was World Class 4 Developments. 5 A: It could be. 6 Q: And by this time, even your affidavit 7 indicates that you had successfully recruited Murray Cook 8 to come in with you in World Class Developments. 9 A: To head up the company. 10 Q: Okay. And we now turn to July 9th, 11 2006, Exhibit 234, page 15. This is a barbeque at Mr. 12 Couprie's house. 13 A: Yes. 14 Q: And you were there with your mother. 15 A: Correct. 16 Q: And you told us that as far as you 17 know, that Mr. Couprie's involvement with your mother 18 could have been with respect to Seneca College, or 19 alternatively it could have been with respect to World 20 Class Developments. 21 A: Could have been, but that was a 22 social barbeque. 23 Q: Yeah. Turn to Exhibit 228, page 9, 24 September 22nd, 2006. This is a meeting at your mother's 25 house with yourself and Murray Cook. 2052 1 I suggest to you that by September 26th 2 (sic), 2006, the likely top -- topic of discussion would 3 have been World Class Developments. 4 A: What's the date again? 5 Q: September 22nd, 2006. 6 A: It is likely. 7 Q: Go on, Exhibit 191, the chronology, 8 January 18th, 2007. This is a meeting that -- lunch that 9 you had with Ed Sajecki, and you talked about that lunch 10 yesterday with Mr. McDowell. 11 A: Yes. 12 Q: January 25th, 2007, Exhibit 228, page 13 3. This is a dinner at Pier 4 with Leo Couprie, Leo's 14 wife, Peter McCallion, and a guest of -- that -- your 15 guest. 16 This is the dinner at which the 17 declaration of trust was signed? 18 A: I believe. 19 Q: The one that was witnessed by your 20 mother. 21 A: Yes. 22 Q: Now, I said to you before, and we'll 23 take a break just after this, but I was going to refer 24 you to the organization of World Class Developments. Is 25 there an exhibit number? 2053 1 The -- would you please find document 2 COM001002766? 3 THE COURT OPERATOR: Can you repeat the 4 number, please? 5 MR. JAMES RENIHAN: It's 001002766. 6 7 CONTINUED BY MR. CLIFFORD LAX: 8 Q: This is a letter to Mr. Couprie from 9 the lawyers confirming that the company had been 10 incorporated on February 22nd, 2005, and that based on 11 instructions received from Mr. Couprie, they had 12 reorganized the corporation through filing of articles of 13 amendment. 14 The original directors and officers were 15 the lawyers, but that on instructions from you and from 16 Mr. Couprie, the directors and officers and its 17 shareholders were changed to reflect Mr. Couprie as the 18 principal of the corporation. 19 Stopping there. Very clearly states that 20 the organization of this corporation was on instructions 21 jointly from you and Mr. Couprie. 22 What instructions did you give to -- to 23 the lawyers to organize this company? 24 A: That it was Mr. Couprie's company at 25 that point. 2054 1 Q: That's not what I said. The lawyer 2 indicates in his letter that the instructions on how to 3 organize the company came from you and from Mr. Couprie. 4 What instructions did you, Peter 5 McCallion, give the lawyers with respect to the 6 organization of the company? 7 A: That it was Leo's company. 8 MR. WILLIAM MCDOWELL: Commissioner, 9 there's -- there's a matter that we need to address, can 10 we take the morning break now? 11 COMMISSIONER DOUGLAS CUNNINGHAM: All 12 right. Fifteen (15) minutes. 13 THE COURT CLERK: Order. All rise, 14 please. This Inquiry stands recessed fifteen (15) 15 minutes. 16 17 --- Upon recessing at 11:22 a.m. 18 --- Upon resuming at 11:41 a.m. 19 20 THE COURT CLERK: Order. All rise, 21 please. This Inquiry is back in session. Please be 22 seated. 23 MR. CLIFFORD LAX: Well, the document, 24 Madam Registrar, that we had on the screen was 001002766. 25 Could we just get that back, please. 2055 1 (BRIEF PAUSE) 2 3 CONTINUED BY MR. CLIFFORD LAX: 4 Q: All right. This is the letter that - 5 - this is the letter now organizing the company. The 6 company had been incorporated, just to refresh 7 everybody's memory, in February of 2005. And now, in 8 November of 2006, the -- it's being organized. 9 The lawyer reflects that it's being 10 organized on instructions in part from you; and you deny 11 giving the lawyer any instructions. 12 A: I didn't deny -- deny that. 13 Q: Oh, I see. Then what role did you 14 play in instructing the lawyer as to how to organize the 15 company? 16 A: To make sure it was in Leo's name. 17 He was the one with the money. 18 Q: In fact, we know from... 19 20 (BRIEF PAUSE) 21 22 Q: Exhibit 187 -- 23 A: Is -- 24 MS. ELIZABETH MCINTYRE: If I could -- if 25 I could rise for a moment. Before we move on, could I 2056 1 see the end of this letter? I can't seem to find it. I 2 want to know whether or not this Witness got a copy of 3 the letter. It doesn't seem to be -- I -- at least I 4 can't find it. 5 6 (BRIEF PAUSE) 7 8 COMMISSIONER DOUGLAS CUNNINGHAM: Can you 9 bring it up? 10 MR. CLIFFORD LAX: There's -- the second 11 page does not appear to be -- the signature page does not 12 appear to be there; the attachments are all there. 13 And to save all the counsel the trouble of 14 reading it, the attachments indicate the company is 15 organized, and Leo Couprie is the sole officer and 16 director. 17 MS. ELIZABETH MCINTYRE: I would ask that 18 we get the -- this full document -- 19 COMMISSIONER DOUGLAS CUNNINGHAM: All 20 right. Maybe over the lunch break, we'll get the -- the 21 rest of the letter, if we can find it. 22 MS. ELIZABETH MCINTYRE: Thank you. 23 COMMISSIONER DOUGLAS CUNNINGHAM: Has 24 this letter been marked? 25 MR. CLIFFORD LAX: No, but the way -- I 2057 1 thought you were assigning exhibit numbers to everything 2 afterwards. But it's up to you. 3 COMMISSIONER DOUGLAS CUNNINGHAM: So it 4 will be assigned a number? 5 MR. WILLIAM MCDOWELL: Yes. 6 COMMISSIONER DOUGLAS CUNNINGHAM: All 7 right. 8 THE COURT CLERK: Apparently we can do it 9 now, Your Honour, so we'll give it Exhibit 291. 10 COMMISSIONER DOUGLAS CUNNINGHAM: 291. 11 12 --- EXHIBIT NO. 291: COM001002766 - letter - World 13 Class Developments Limited - 14 corporate matters dated 15 November 20, 2006 16 17 CONTINUED BY MR. CLIFFORD LAX: 18 Q: 187. We're going now to Exhibit 187. 19 The next page, please, and to the bottom of this email 20 chain if possible. That's fine right there. 21 Now, Mr. McCallion, what we have is Mr. 22 Couprie's instructions to the law firm; and these 23 instructions are as of August the 3rd, 2006. And you 24 recall that the letter that we just referred to was 25 November 2006. 2058 1 So some months before Mr. Couprie writes 2 to Mr. Brown, and looking at the email at the bottom -- 3 oh, it's right on the screen: 4 "Until such time when WCD firms up the 5 deal with OMERS, the corporation will 6 be in my name only, as I'm putting the 7 seven hundred and fifty thousand 8 (750,000) deposit up -- seven hundred 9 and fifty thousand dollar ($750,000) 10 deposit up." 11 Do you see that? 12 A: Yeah, I see that. 13 Q: Fine. And then that's confirmed the 14 next day by an email from Mr. Brown to Mr. Couprie, at 15 the top of the page. In the third line he says: 16 "All existing directors and 17 shareholders, Caprara, and myself will 18 be scrubbed and replaced with you." 19 And that's what happens, when the -- the 20 letter that we saw in November, in fact, makes Mr. 21 Couprie the sole officer and director, right? 22 A: Yes. 23 Q: So now let's go back to the 24 chronology, because we know that at least by August, if 25 not earlier -- but at least by August -- Mr. Couprie is 2059 1 confirming that he's going to be the sole officer and 2 director. 3 And I had said to you that I may have been 4 out by a few months, that in February 7th, 2006, Exhibit 5 228, page 6, you and Couprie had met with the Mayor. We 6 already looked at this. And I said this was likely about 7 WCD, and you said, No, it could have been about Seneca 8 College. 9 Do you recall that discussion? 10 A: Yes, I do. 11 Q: Now that we see that in August, 12 Couprie already knows that he's putting up the money, 13 he's going to be sole officer and director. 14 And assuming that this decision wasn't 15 made overnight the night before, is it possible that 16 those discussion had extended back to February? 17 A: It is possible. 18 Q: All right. And on July the 9th, 19 again, when -- and this is a document that you've looked 20 at before, when you and your mother attended the barbeque 21 at Couprie's house on July the 9th, by that time it was, 22 I suggest to you, pretty clear that Couprie would be the 23 sole officer and director of this company. 24 A: Correct. 25 Q: And then we turn to the Pier 1 (sic) 2060 1 meeting, which is Exhibit 228. That's where the 2 declaration of trust is -- is signed. And by that time, 3 Couprie already knows that he is the sole officer and 4 director formally, because he's received the reporting 5 letter from Ca -- Caprara Brown. There's no doubt about 6 that. 7 A: No. 8 Q: And when he signs the declaration of 9 trust that he is holding 80 percent of the shares for 10 you, he was already the legal shareholder -- the only 11 shareholder of WCD at that time. 12 A: Correct. 13 Q: We now get to Exhibit 274. I hope 14 it's correct. Yes, I want the loan agreement. The next 15 page, that one. 16 Now, you'll have to explain something to 17 me. At the time that you enter into the -- into the 18 trust declaration, you also enter into the loan 19 agreement, because it's also witnessed by your mother. 20 I'm assuming that was -- that both 21 documents were executed at the same time. 22 A: I would think so, yes. 23 Q: All right. Mr. Couprie is the sole 24 shareholder of the company, at least legally. He's the 25 sole officer. 2061 1 He agrees to lend seven hundred and fifty 2 thousand dollars ($750,000) to the company on the 3 condition that the company will repay him twice the 4 amount that he invests, correct? 5 A: Correct. 6 Q: And then he gets you to guarantee 7 that he will be paid back $1.5 million. 8 A: Correct. 9 Q: So I must be missing something. He's 10 lending money to the company, of which he is the sole 11 shareholder and sole officer and sole director, correct? 12 A: Correct. 13 Q: But he wants a guarantee from you, 14 the real estate agent, that the company will repay him 15 twice the amount of money that he invests. 16 A: Correct. 17 Q: Why does he need a guarantee from you 18 with respect to a loan from a -- to a company in which 19 he's the sole shareholder? 20 A: It made him feel comfortable. 21 Q: What was it about your asset base 22 that gave him any comfort at all? 23 A: Not very good. 24 Q: Pardon me? 25 A: Not very good. 2062 1 Q: Well, you just said it made him feel 2 comfortable. Why would your guarantee be of any comfort 3 to him at all? 4 A: Future income. 5 Q: All right. And why were you 6 guaranteeing a loan that he was making to the company of 7 which he was the sole officer and director and had the 8 ability to pay himself out in any event? 9 A: I cannot ans -- answer why he did 10 that. 11 Q: Were you troubled by the fact that he 12 was asking you, a mere real estate agent, to guarantee 13 twice the amount of money that he was putting into the 14 company? 15 A: No. 16 Q: I suggest to you that the reason he 17 wanted your guarantee was because you were going to be 18 the beneficial owner of 80 percent of the shares of WCD, 19 and therefore, you could control the decision of the 20 company as to whether or not they would pay Mr. Couprie 21 $1.5 million? 22 A: You can suggest that. 23 Q: And that's the reason why you wanted 24 your guarantee, because then he could force you to effect 25 the payment that you had agreed to give him? 2063 1 A: But he was in control of the company. 2 Q: All right. As the beneficial owner 3 of 80 percent, you could take that back at any time. 4 A: Take what back? 5 Q: Take your shares back. 6 A: I understand that now, not at the 7 time. 8 Q: Well, apparently Mr. Couprie must 9 have understood, that mu -- that's -- now appears to be 10 the reason why he wanted your guarantee. 11 A: That could be, yes. 12 MR. CLIFFORD LAX: Back to the 13 chronology, Mr. Commissioner, at the bottom of page 8. 14 15 CONTINUED BY MR. CLIFFORD LAX: 16 Q: This agreement was signed on January 17 the 29th; so was the declaration of trust. The Agreement 18 of Purchase and Sale between WCD and Oxford is signed on 19 January 31, 2007, two (2) days later. 20 Please turn to tab -- to Exhibits 217, and 21 we'll follow it with 218. 22 217 is an electronic calender indication 23 that there was a meeting invitation for February the 24 15th, a meeting requested by Peter McCallion and agreed 25 to by Ed Sajecki. Do you see that? 2064 1 A: Yes. 2 Q: And we know from the notes of the 3 meeting, which are found at Exhibit 218 -- they're in Ms. 4 Ball's notes -- that the purpose of this meeting was to 5 discuss planning issues surrounding the purchase of the 6 hotel lands. 7 A: Okay. 8 Q: Do you recall the meeting at all? 9 A: Who was the meeting with again? 10 Q: Yourself, Mr. Cook, Mr. Sajecki, and 11 Ms. Ball. And the meeting was arranged at your request. 12 A: I don't really recall the meeting. 13 If I'd had a meeting it would have been probably with Ed 14 and Murray Cook. But I don't recall a specific meeting, 15 no. 16 Q: Well, fortunately, Ms. Ball's there, 17 because we have her notes. 18 A: Good. 19 Q: All right. So, you see that the 20 reference is, "Hotel/Murray + Peter McCallion"? 21 A: Yes. 22 Q: "60 days due diligence." 23 A: Yes. 24 Q: And, "60 days due -- due diligence," 25 and to the title issues as part of the Agreement of
2065 1 Purchase and Sale? 2 A: Yes. 3 Q: And you had to do soils analysis 4 within two and a half (2 1/2) weeks? 5 A: That's what it says. 6 Q: Is that an accurate description of 7 what your obligations were? 8 A: I don't remember. 9 Q: All right. And then she records that 10 there were four (4) months to submit a site plan? 11 A: That's what it says. 12 Q: Do you have any recollection that 13 that was the obligation of WCD? 14 A: I would have to reread the agreement 15 at this point. 16 Q: I see. Are you telling us that -- 17 that you have no recollection of that obligation, as you 18 sit here today? 19 A: We had many obligations. I would 20 have to reread the agreement. 21 Q: All right. And the next point she 22 records is there was six (6) months to lift the 'H' 23 designation. 24 A: Yes. 25 Q: Do you recall that? 2066 1 A: I don't recall the time, but I know 2 there was a time frame, and it was to lift the 'H'. 3 Q: All right. And then she records that 4 after the 'H' designation -- which is a holding 5 designation, correct? 6 A: That is correct. 7 Q: And after the 'H' designation is 8 lifted, once the holding designation is lifted, that 9 WCD's covenant, prior to being able to build any condos, 10 was to have substantal -- substantial construction on the 11 hotel? 12 A: Correct. 13 Q: So the hotel had to go first, before 14 you could get to the revenue stream of building the 15 condominiums? 16 A: Correct. 17 Q: And then she records that there was 18 plans to build a temporary sales office -- a sale -- 19 sales centre, after 'H', after the holding clause was 20 removed for the condominiums. 21 Do you recall that discussion? 22 A: Yes, I do. 23 Q: And that the hotel was going to be 24 approximately two hundred and fifty (250) rooms. Do you 25 recall that? 2067 1 A: Yes. 2 Q: And the first stage -- I'm not sure 3 what this meant -- was eight (8) to ten (10) stories. Do 4 you -- can you assist me in that regard? 5 A: That's probably related to the hotel. 6 Q: All right. Page & Steele were the 7 architects on the project, which has the names of the 8 individuals. 9 A: Well, Page & Steele -- Mark Sterling 10 (phonetic), I think, was with different company. 11 Q: All right. But these are individuals 12 who had been retained by WCD to provide professional 13 assistance? 14 A: Yes. 15 Q: So there can be no question then that 16 this meeting is in furtherance of putting into place the 17 steps necessary to conclude all of the obligations, WCD's 18 obligations, under the agreement of purchase and sale. 19 A: Correct. 20 Q: And that's why you were there? 21 A: Quite possibly. 22 Q: Well, you weren't there as a 23 spectator. This is not -- 24 A: No, I wasn't. 25 Q: -- this is not a spectator sport. 2068 1 A: I didn't say I was there as a 2 spectator. 3 Q: All right. So what other reason 4 could you have been there? 5 A: For that specific topic. 6 Q: Okay. Now, just going on with the 7 chronology, I take it that, and we don't need to go to 8 these documents, but you had submitted an application to 9 become appointed to the Committee of Adjustment for the 10 City of Mississauga. 11 A: Yes. 12 Q: And you withdrew that application at 13 about this time? 14 A: I don't recall the timing of it. 15 Q: Well, I can save you the trouble. 16 It's -- you -- your letter withdrawing your application 17 due to a business opportunity, that's what your letter 18 said, was in March 27th -- March 20th, 2007. 19 A: Okay. 20 Q: So the reason that you couldn't 21 devote your attention to the Committee of Adjustment was 22 really because of WCD? 23 A: No, it was not. 24 Q: What else was there? 25 A: It was related to -- my mother could 2069 1 not make a decision on who would be on the committee if I 2 was applying for it. 3 Q: So it wasn't because of a business 4 opportunity at all? 5 A: No, it was not. 6 Q: So you just used that as a convenient 7 way of withdrawing your application. 8 A: Correct. 9 Q: Now turn to Exhibit 223. This is a 10 luncheon meeting you had with Mr. Sajecki at Canyon Creek 11 on June 21st, 2007. 12 Was WCD discussed at that meeting? 13 A: It may have been. 14 Q: And -- 15 A: As well as other items. 16 Q: Well, when you say "it might have 17 been," surely there could be little doubt. You were 18 active -- 19 A: I could say -- 20 Q: -- or WCD was very active in this. 21 A: -- a little doubt that did not come 22 up. 23 Q: Pardon me? 24 A: I can say it's a little active -- 25 it's little chances that it did not come up. 2070 1 Q: And if it did come up, do you rec -- 2 well, or when it did come up, do you recall what it was 3 that you discussed with Mr. Sajecki -- 4 A: No, I do not remember. 5 Q: Exhibit 234, please. This is an 6 indication that you and Mr. DeCicco... 7 8 (BRIEF PAUSE) 9 10 Q: Page 19, I apologize. July 18th, 11 2007, you and the Mayor attend a barbeque at Mr. 12 Couprie's house. 13 Now, as of that date, other than WCD, to 14 the best of your knowledge, did Mr. Couprie have any 15 other active business ventures on -- und -- underway in 16 Mississauga? 17 A: Not that I'm aware of at that time. 18 19 (BRIEF PAUSE) 20 21 Q: I'm told, in fairness, that the word 22 "post" means that your mother was invited to attend this 23 barbeque at Mr. Couprie's house. 24 Do you know whether or not she attended 25 it? 2071 1 A: I don't recall. 2 MR. CLIFFORD LAX: All right. Mr. 3 Commissioner, I wasn't aware that that was the meaning of 4 the word, and so, in the chronology, if that makes a 5 difference, then you can please enter... 6 7 (BRIEF PAUSE) 8 9 CONTINUED BY MR. CLIFFORD LAX: 10 Q: We come to July 27th, 2007, and that 11 is the date in which you signed the promissory note for 12 TACC for the fifty thousand dollars ($50,000). That's 13 Exhibit 196. 14 The curious thing about this promissory 15 note, Mr. McCallion, is is that it had a very short time 16 before it became due; it was due on November the 1st, 17 2007. What's that make it? October, September -- about 18 three (3) or four (4) months away. 19 How did you tell Mr. -- or indicate to Mr. 20 de Gasperis that you were going to raise the money to pay 21 this note off in three (3) or four (4) months? 22 A: Well, I thought we'd have a financial 23 partner. 24 Q: Well, you knew you were going to have 25 a financial partner because Mr. DeCicco is coming in as 2072 1 of August the 1st. 2 A: It wasn't confirmed. 3 Q: It wasn't confirmed on -- on January 4 the 27th -- I'm sorry, July 27th -- that he was going to 5 be in three (3) or four (4) days later? 6 A: Nothing had been signed. 7 Q: Well, all right. Did you tell Mr. 8 DeCicco -- did you tell Mr. De Gasperis that you're going 9 to have Mr. DeCicco in or you hoped to have him in as a 10 partner within three (3) or four (4) days? 11 A: No, I did not. 12 Q: Well, did Mr. de Gasperis ask you how 13 did -- you proposed to be able to pay him back the fifty 14 thousand dollars ($50,000) in three (3) of four (4) 15 months? 16 A: He did not. 17 Q: In fact, I think you've indicated 18 that you did not have the money available to you to pay 19 him back at that time. 20 A: That is correct. 21 Q: And when the time came on November 22 the 2nd when the note was due, you still didn't have the 23 money? 24 A: No, I did not. 25 Q: And the note remains unpaid, as of 2073 1 the present time? 2 A: As of the present. 3 Q: And when Mr. DeCicco put the -- his 4 money into the company and Di Poce and -- and Bisceglia, 5 et cetera, did you try and get them to repay this fifty 6 thousand dollars ($50,000) to TACC on the basis that it 7 was money that had been advanced as a loan that was due 8 and had been used for the company's purposes? 9 A: I did ask, yes. 10 Q: And what was their response? 11 A: Not now. 12 Q: Okay. And do you know if they ever 13 dealt directly with Mr. de Gasperis to indicate that they 14 were not prepared to pay the debt then but perhaps at a 15 later stage? 16 A: I'm not aware of that. 17 Q: You've indicated that the money had 18 to come from you because the site plan application was 19 going -- had to be submitted by July 31st; is that 20 correct? 21 A: Correct. 22 Q: If it didn't come from you, it wasn't 23 coming from any other source? 24 A: That is correct. 25 Q: Mr. DeCicco invested -- be -- became 2074 1 an investor in this company on August the 1st; did you 2 tell him that the monies were needed to file the site 3 plan application as of July 31st, the day before? 4 A: I may have, but not prior to this. 5 Q: And did you attempt to get him to put 6 the fifty thousand dollars ($50,000) up one (1) day 7 earlier so that the site plan application could be filed 8 without the necessity to borrow the money from TACC? 9 A: No, I did not. 10 Q: Why not? 11 A: I had the money at that point. 12 Q: You what? 13 A: I had the money at that point. 14 Q: Well, you had money that you had 15 borrowed and you couldn't afford to repay, and you had a 16 financial partner coming in within twenty-four (24) hours 17 who had the ability to write the cheque for fifty 18 thousand dollars ($50,000); and you say you didn't ask 19 him? 20 A: I did not ask him, no. 21 Q: And I ask you: Why not? 22 A: Because we hadn't finalized his 23 agreement. 24 Q: Please turn to Exhibit 219. This is 25 a meeting between City staff and yourself and Murray 2075 1 Cook, Scott Walker, who's from your planning depar -- 2 from your planning consultant, Barry Lyons (sic), and 3 others, to discuss the site plan approval and other 4 matters. 5 Do you recall that meeting? 6 A: Yes. 7 Q: And why were you there? Why were you 8 at a meeting in which the issue of approving the site 9 plan and Section 41 of the Planning Act was being 10 discussed. 11 A: I was representing Leo Couprie. 12 Q: You were representing Leo Couprie, 13 who was holding his shares in trust for yourself? 14 A: At that time, I was representing him 15 as him owning the shares. 16 Q: But if the Commission finds that you 17 knew, or likely knew, that you were the beneficial owners 18 of the shares, you'll agree with me that you were there 19 not to represent Leo Couprie, but you were there to 20 represent Peter McCallion. 21 A: At the time, I believed I was 22 representing Leo Couprie. 23 Q: Was there any reason why Mr. Couprie 24 couldn't attend? He had seven hundred and fifty thousand 25 dollars ($750,000) invested in this deal. 2076 1 A: He has other businesses to run. 2 Q: As a matter of fact, we're going to 3 go through these meetings, I don't think he attended any 4 of them. 5 A: No, he did not. 6 Q: But you attended almost all of them? 7 A: Correct. 8 Q: Please go to Exhibit 216. October 9 the 4th there's a meeting of the development and design 10 people at the City of Mississauga, and you attend that 11 meeting along with Scott Walker, the planner, and Mr. 12 Mansoor; is that correct? 13 A: Correct. 14 Q: Mr. Mansoor's also with the planning 15 -- consulting firm? 16 A: No, he's with Page & Steele. 17 Q: All right. And I take it you're 18 going to tell me that you were there representing Mr. 19 Couprie? 20 A: Correct. 21 Q: Now, if we could turn, please, to 22 November the 5th, these are telephone messages, Exhibit 23 235, 236, and 237. 24 On November the 5th, Mr. McCallion, Mr. 25 DeCicco calls the mayor three (3) times. The first time 2077 1 is at 8:52 a.m., and he says, or this is what the note 2 says: 3 "I spoke with Barry at length." 4 I take it that's Barry Lyons (sic)? 5 A: I would guess that, yes. 6 Q: 7 "And he and I will be able to resolve 8 this." 9 Do you recall what the issue was that 10 required resolution? 11 A: What's the date again? 12 Q: This is November the 5th, 2007. 13 A: No, I don't. 14 Q: Okay: 15 "Will reconvene the meeting either 16 today or tomorrow, and when Peter comes 17 back..." 18 Peter being you? 19 A: I would assume, yes. 20 Q: There is no other Peter in... 21 A: Not involved, that I'm aware of. 22 Q: 23 "...will look at the budget, and move 24 forward." 25 Do you recall if you were away in November 2078 1 of 2007? 2 A: Quite possibly. 3 Q: And do you recall coming back, and 4 looking at the budget? 5 A: No, I do not. 6 Q: But did you reca -- do you recall 7 ever sitting down with Mr. DeCicco and reviewing the 8 budget for World Class Developments? 9 A: No, I did not. 10 Q: Do you have any idea why he'd be 11 telling your mother that he intended to review the budget 12 with you, since you never did it at all, ever? 13 A: I cannot answer that. I never looked 14 at the budget. 15 Q: The next sentence is: 16 "I told him..." 17 I told Barry, I think: 18 "...that John and I want to pay our 19 bills." 20 John would be Mr. Di Poce? 21 A: I cannot answer that. 22 Q: Is there another John in -- that you 23 know of in WCD? 24 A: No. 25 Q: All right. It says: 2079 1 "Thanks for your help. It's just that 2 based on the information I had, I 3 thought we were being ransacked." 4 Did he ever tell you who he thought was 5 ransacking WCD? 6 A: No. 7 Q: Did he ever accuse Barry Lyons (sic) 8 of ransacking WCD? 9 A: I don't recall that at all. 10 Q: Do you know -- do you have any 11 recollection of him having a discussion with you about 12 paying bills that he thought were legitimate, and not 13 paying bills that you thought were overstated? 14 A: No, he did not. 15 Q: All right. Could we please go to the 16 next exhibit, 236. 17 So the first call was at 8:00 -- what'd I 18 just say -- 8:00 something in the morning, and now within 19 an hour, at 9:03 a.m., is a second call. This -- 20 A: The same day? 21 Q: The same day. This time, Mr. DeCicco 22 asks your mother: 23 "Were you able or have you considered 24 getting Murray..." 25 That's Murray Cook? 2080 1 A: Yes. 2 Q: 3 "...to sign the agreement terminating 4 the call?" 5 We know what that refers to, because there 6 was an agreement that's been entered as an exhibit -- I 7 don't have the exhibit number right now -- in which the 8 ho -- the -- the shotgun provisions of the agreement were 9 terminated, Put-and-call (phonetic) between the 10 shareholders were terminated. Do you recall that? 11 A: I recall that, yes. 12 Q: It'd be important to you, because 13 what he was terminating was the agreement between Murray 14 Cook and Leo Couprie. 15 A: Correct. 16 Q: And Leo Couprie was holding his 17 shares in trust for you, so therefore, you would be 18 affected if Murray Cook called on your shares. 19 A: On Leo's shares at the time. 20 Q: That he was holding for you. 21 A: Correct. 22 Q: All right. And you say to your 23 mother that -- was she able to get Murray to sign the 24 agreement terminating the call. 25 To your knowledge, what was her role to 2081 1 being -- get -- convincing Murray Cook to enter in to the 2 agreement that terminated the share -- the call on your 3 shares? 4 A: Other than she knows Murray, and Tony 5 as well. 6 Q: And why -- why would you ne -- need 7 to involve the Mayor of Mississauga for what is 8 essentially a private issue? 9 A: I didn't. Tony did. 10 Q: I see. And he says: 11 "The sooner we get it, the better off 12 we are." 13 Did you agree that it was necessary to get 14 Murray to sign off earlier rather than later? 15 A: It didn't matter when he signed off, 16 just as long as he signed off. 17 Q: All right. Now we'll go over to 18 Exhibit 237. The same day, 11:36 a.m., text. The 19 message is: 20 "I just wanted to keep you updated on 21 this, because I have just -- I -- I 22 just spoke with Saul." 23 S-A-U-L. Who is Saul? 24 A: I don't remember who he is. 25 Q: Could I suggest he was a bookkeeper 2082 1 of some sort? 2 A: I don't remember who he is. 3 Q: Is see. He said: 4 "We had a good discussion. There was a 5 lot of miscommunication. But the thing 6 I wanted to know was if Murray knew 7 about the outstanding amount." 8 He's asking your mother if Murray Cook 9 knew about the outstanding amount. Murray said he did, 10 and he believes there's a letter telling him there's a 11 hundred and sixty-one thousand (161,000) outstanding 12 rather than sixty-one (61) outstanding. 13 What do you know -- what -- what do you 14 understand this to mean? 15 A: I'm not familiar with it. 16 Q: Well, it was important to you to get 17 Murray to sign off. And apparently, it was important to 18 -- to Mr. DeCicco to find out if Murray knew about an 19 outstanding amount. 20 A: In reference to? 21 Q: He's asking your mother about that. 22 A: I don't know what that's about. 23 Outstanding with who? 24 MS. ELIZABETH MCINTYRE: Excuse me. If I 25 could just stand up for a moment. It seems -- Mr. 2083 1 Commissioner, it seems to me that while it's very 2 difficult to translate somebody else's message, it would 3 appear that the miscommunication -- the request was made 4 by Mr. DeCicco to Saul, and not to the Mayor, as to the 5 question as to whether Murray knew about the un -- 6 outstanding amount. 7 Obviously, we're going to have Mr. DeCicco 8 himself here to testify, but -- but that characterization 9 of the message, I would suggest, is -- is not necessarily 10 the correct one. 11 COMMISSIONER DOUGLAS CUNNINGHAM: All 12 right. 13 14 CONTINUED BY MR. CLIFFORD LAX: 15 Q: And do you know, Mr. McCallion, why 16 it was that Mr. DeCicco was sharing any of this 17 information with your mother? What was -- 18 A: I'm not aware of why. 19 Q: Thank you. Can we please turn now to 20 the next exhibit, 224, which is November the 13th, 2007. 21 This is the meeting you had at 4:30 in the afternoon at 22 the Canyon Creek -- sorry, go back up -- Canyon Creek 23 Restaurant with Mr. Sajecki. 24 And we'll hear evidence about this, but we 25 believe it says, "P. McCallion/AR." We believe that's a 2084 1 reference to Alberta Revenue, or AIM, as they're known in 2 this -- in these proceedings. 3 Do you recall who else was there at this 4 meeting? 5 A: I don't recall who AR is. 6 Q: Yeah. Do -- were -- were you at the 7 meeting? 8 A: We met for drinks. 9 Q: Well, is there a Mr. Robeznieks that 10 -- that this could refer to? 11 A: It was just me an Ed. 12 Q: Do you know an Agris Robeznieks? 13 A: Oh, Agris. Yes, I do know an Agris. 14 Q: And is it a he or a she? 15 A: He. He. 16 Q: And was Mr. -- was Agris there at 17 this meeting as well? 18 A: I don't remember the specific 19 meeting. I can't say if he was or was not there. 20 Q: And would it be fair to say that the 21 meeting would have had to deal, at least in part, with 22 the World Class Developments? 23 A: It's not impossible. 24 Q: Okay, is it extremely likely? 25 A: If the topic didn't come up, I would
2085 1 be surprised, correct. 2 Q: All right. Please turn to Exhibit 3 228, page 4. You and Mr. Couprie are requesting a brief 4 meeting with the Mayor at the Mayor's house at 3:45 that 5 day. 6 A: What's the date again? 7 Q: November the 20th, 2007. Do you 8 recall why it was that you were requesting a meeting with 9 the Mayor on November 20th, 2007, with Mr. Couprie? 10 A: I can speculate. 11 Q: Yes. 12 A: It could have been about Murray. 13 Q: Murray Cook? 14 A: Correct. 15 Q: Well, that was a hot issue, because 16 you wanted him out of the picture, right? 17 A: Well, he wasn't putting any money in. 18 Q: And if we go to Exhibit 224 for a 19 moment. 20 21 (BRIEF PAUSE) 22 23 Q: That's not correct. I'm sorry. I've 24 given you the wrong number. 25 2086 1 (BRIEF PAUSE) 2 3 Q: All right, let's skip on, because 4 I've -- and why would Mr. -- we've -- we've seen Mr. 5 DeCicco speaking to your mother about Murray Cook, or you 6 could speak to your mother about Murray Cook. 7 Why would Mr. Couprie want to meet with 8 your mother about Murray Cook? 9 A: I can't exactly say why, but that's 10 most likely the topic at the time. 11 Q: Pardon me? 12 A: That is most likely the topic at the 13 time. 14 Q: And do you recall what the discussion 15 was? 16 A: No, I do not. 17 Q: Now, Exhibit 256, please. November 18 21st, 2007. This is the minutes of the meeting that were 19 held at Page & Steel on November the 21st. 20 And I'm told that Page & Steele resigned 21 their retainer the following day, November 22nd, 2007. 22 Does that accord with your memory? 23 A: What did they do the next day? 24 Q: They -- they quit. 25 A: Oh, they quit. At one point, Tony 2087 1 asked them to quit, yes. 2 Q: And I'm told that they ceased working 3 for WCD after this meeting? 4 A: I was told that by Tony, yes. 5 Q: So what we have here are some 6 minutes. Could we just go back up to the very top, 7 please, for a moment. These are minutes now by Mr. 8 Walker. 9 And you can see that Mr. DeCicco is one of 10 the people to whom it's addressed. Mr. Bisceglia is one 11 of the people to whom it's -- it's addressed. And then 12 if we go down to -- just -- no, no, you're going too far. 13 Yeah, where is it? Okay. Now, if we go back up, please, 14 on the screen. 15 In the second to the last line of the "to" 16 category, email@example.com, that's -- that's your 17 address? 18 A: Correct. 19 Q: All right. I take it that you were 20 there at that meeting on the same basis as Mr. Bisceglia 21 and Mr. DeCicco? 22 A: What basis is that? 23 Q: Well, whatever they were there for, 24 you were there too. They -- 25 A: I was representing Leo Couprie at 2088 1 that time. 2 Q: I see. All right. We'll just -- he 3 was too busy to come to this meeting? 4 A: He came to no meetings. 5 Q: And this is an important meeting, 6 because Page & Steele was owed a lot of money, and there 7 were trouble with -- there was trouble with Page & 8 Steele, because, as -- as we -- as I said, they -- they 9 stopped working on this file immediately thereafter. 10 A: Yes. 11 Q: Was that not important for Mr. 12 Couprie to know? 13 A: Yes, and I probably conveyed it. 14 Q: Now, at this time, were you trying to 15 get Mr. Couprie to put any more money into the project to 16 assist its -- to relieve its financial pressures? 17 A: No. 18 Q: Go to Exhibit 212. Now, sorry, the - 19 - don't go there. That's -- that's your -- that's your 20 affidavit, Mr. McCallion. 21 The important date, Mr. Commissioner, is 22 December the 4th, 2007. That's when WCD submits a 23 revised site plan application to the City. The support 24 for that is in his -- in Mr. McCallion's affidavit. 25 Exhibit 228, page 5, December 14th, 2007. 2089 1 This is a luncheon meeting with yourself, Mr. DeCicco, 2 Mr. Di Poce, and the Mayor. This is the second time now 3 that Mr. Di Poce has met with the Mayor in your presence 4 and the presence of Mr. DeCicco. 5 I take it that this meeting is to discuss 6 WCD. 7 A: I would say no. 8 Q: Why would you say that? 9 A: Because Mr. Di Poce was there. 10 Q: That answer makes no sense to me, 11 because we know that Mr. Di Poce became -- was an 12 investor in WCD. He'd have every reason to be there. 13 A: He would if that was the topic, but I 14 was not aware that he was a partner. 15 Q: Whether you were aware or not, was 16 WCD the topic of discussion? 17 A: I would have said, for there, for 18 sure not. 19 Q: But you have no recollection. 20 A: Of? 21 Q: Of that, of what the discussion was 22 in Nove -- 23 A: No, I do not. 24 Q: -- on December the 14th, correct? 25 A: But because Mr. Di Poce was there, it 2090 1 was not WCD. 2 Q: All right. 3 4 (BRIEF PAUSE) 5 6 Q: On December the 19th, 2007, you sold 7 your house to Mr. Couprie. 8 A: Correct. 9 Q: We're going to come back to this 10 transaction in a moment, Your Honour. 11 On December 21st, 2007, would you please 12 look at Exhibit 238. 13 Mr. DeCicco calls the Mayor at 3:24 p.m., 14 asking her to call him regarding Murray Cook. 15 A: Okay. 16 Q: And he suggested to you that it would 17 be good if the three (3) of you met the following day. 18 Do you recall your discussion with Mr. DeCicco with the 19 need to meet with the Mayor the following day about 20 Murray Cook? 21 A: I don't recall that now. 22 Q: Well, was there -- was there anything 23 about the Murray Cook dispute which involved a larger 24 public issue for the City of Mississauga? 25 A: Not that I'm aware of. 2091 1 Q: Was it purely a personal fight, 2 private fight, between Mr. DeCicco and you and Mr. Cook? 3 A: I would say it was between Mr. 4 DeCicco and Mr. Cook. 5 Q: Mr. Couprie, who was the nominal 6 plaintiff, but he really wasn't the person making the 7 decisions; the person making the decisions was Mr. 8 DeCicco and you, correct? 9 A: Mr. Couprie had the shares. He made 10 decisions. 11 Q: He had the shares, holding them in 12 trust for others. People who were the beneficial owners 13 were the real people making the decisions, isn't that 14 correct? 15 A: Mr. DeCicco made all those decisions. 16 Q: So these discussions that Mr. DeCicco 17 was having with your mother is simply to enlist her 18 support in trying to bring pressure to bear on Mr. Cook. 19 A: I would assume that. 20 21 (BRIEF PAUSE) 22 23 Q: Please turn to Exhibit 227, March the 24 6th, 2008. You have a meeting with Ed Sajecki, four 25 o'clock in the afternoon. Was that a meeting in his 2092 1 office? 2 A: I don't recall where that was. 3 Q: And was the topic of discussion the 4 World Class Development? 5 A: I would say at that time, most 6 likely. 7 Q: And what was it -- and what was it 8 that you discussed? 9 A: I don't remember what we discussed. 10 Q: And would you have gone with 11 instructions from Mr. DeCicco as to what it was he wanted 12 you and Mr. Sajecki to discuss? 13 A: I don't remember. It could have 14 been. 15 Q: But you don't recall what your 16 instructions were? 17 A: No, I do not. 18 Q: And you don't recall what the 19 discussion was? 20 A: No, I do not. 21 Q: And you don't recall what outcome, if 22 any, was the result of that discussion. 23 A: No. 24 Q: Exhibit 246, please. May 13th, 2008. 25 Now these -- this is an email from Mr. Kitt to Mr. 2093 1 Filipetti. Go down, please, to the lower of the page. 2 Yes. 3 So we understand the whole thing, we start 4 off with the email that says, "How did it go" -- subject, 5 "How did it go?" 6 There's -- can you -- can you see that, 7 Mr. -- 8 A: Yeah. 9 Q: All right. And then we go above 10 that, refer to the paragraph higher on the page, it says: 11 "Okay. I think we came to an 12 agreement. Basically, our letter, plus 13 has additional six (6) months to start 14 and finish the hotel. They're going to 15 send a revised letter, and we'll see. 16 Hazel's son did show up later and asked 17 for more." 18 Now, do you recall attending this meeting 19 on that date? 20 A: I don't recall the meeting, but if I 21 had been there, I was asking for more time. 22 Q: You were asking for more time. 23 A: Yes. 24 Q: And who else was at the meeting on 25 behalf of WCD? 2094 1 A: Like I said, I don't remember the 2 meeting. It could have been Tony. 3 Q: And if he had had discussions, and 4 you showed up later and asked for more, was that part of 5 a -- of a -- of a -- of -- of a plan, that you would 6 split your -- your proposals to OMERS, and he'd ask for 7 six (6) months, and then you'd ask for more? 8 A: Not that I recall, no. 9 Q: Turn, please, to Exhibit 239. This 10 is May 22nd. Mr. DeCicco calls your mother, and in about 11 the fifth line down, he says: 12 "I got your message. I think we should 13 get together. There's a lot happening 14 with Murray that we need to speak 15 about. We can get together tonight any 16 time at your convenience. I'll be busy 17 over the next few days, but I'll 18 obviously make time for you. Let me 19 know if you're available tonight. I'm 20 giving Peter a call to see what his 21 schedule is like." 22 Do you recall attending a meeting at your 23 mother's home that night -- 24 A: No, I do not. 25 Q: -- with Tony DeCicco to discuss 2095 1 Murray Cook? 2 A: No, I do not. 3 Q: Do you recall Mr. DeCicco calling you 4 -- 5 A: Well, I don't -- 6 Q: -- to see what your availability was 7 for such a meeting? 8 A: -- I don't recall that on that date. 9 Q: Exhibit 204, please. This is June 10 the 5th, 2008. Mr. DeCicco calls your mother and says: 11 "I spoke to Peter this morning, and he 12 spoke to David." 13 Who was David? 14 A: Well, what is this topic about? It 15 could have been David Toor. 16 Q: That's who we think it is. 17 A: That's who I think it is. 18 Q: All right. And what was David Toor's 19 involvement with respect to WCD? 20 A: He was a hotelier. 21 Q: Okay. And what had you -- what 22 approach had you made to David Toor? 23 A: To operate and manage the hotel, and 24 build it. 25 Q: And to pay something for that 2096 1 privilege? 2 A: Well, to buy the land. 3 Q: I see, okay. And so this is 4 important, because it's in June of 2008, which is also 5 the time that we've seen the document from Ernst & Young, 6 where you're out looking for financing. Do you recall 7 that document? 8 A: I'm not aware of that document until 9 this -- 10 Q: I know, but you've seen it now, 11 correct? 12 A: Correct. 13 Q: The document that describes you as 14 one of the principals. 15 A: Correct. 16 Q: And, at the same time, who had made 17 the approach to David Toor? 18 A: Well, he was a past customer of mine. 19 Q: So was it you that approached David 20 Toor? 21 A: I introduced him to Tony, yes. 22 Q: And the purpose of that was to see if 23 he would pay for the land. 24 A: To pay for the land and build a 25 hotel. 2097 1 Q: This message comes back to your 2 mother from Mr. DeCicco saying that: 3 "As you suspected, he [being David 4 Toor] was not ready to pay for anything 5 at that stage." 6 A: Correct. 7 Q: And "Peter" -- this -- I'm looking at 8 the message now. 9 "Peter agrees that he may or -- that he 10 may not pay for it at all." 11 Correct? 12 A: Correct. 13 Q: That you didn't think he was really 14 interested in it. 15 A: He was interested if you gave him the 16 land. 17 Q: Yeah. Well, most people are 18 interested in things that don't cost very much. 19 A: Correct. 20 Q: Okay. And so he says: 21 "Peter agrees we should send the 22 paperwork, agree to sell at that 23 price." 24 What price is it that you agreed that you 25 should send out the paperwork? 2098 1 A: I believe, as I recall, I think it 2 was 3 million. 3 Q: He says: 4 "I have a strong suspicion that they 5 will not come on this -- on this deal." 6 This is Toor won't come through on the 7 deal. 8 A: That's what Tony's opinion was, yes. 9 Q: All right. And he says: 10 "At least we can -- then we can start 11 negotiations on getting them out at a 12 reduced price." 13 I don't understand how that follows. 14 A: I don't either. I don't know who 15 "them" is. 16 Q: He never discussed this with you? 17 A: I don't recall who "them" is. 18 Q: And when he says, "I spoke to Peter 19 this morning," did he talk about getting somebody out of 20 the deal at a reduced price? 21 A: Not -- I'm -- I'm not aware of that. 22 Q: Just turn, please, to Exhibit 240. 23 This is June the 6th. The other message was June the 24 5th, the one we just looked at. 25 Mr. DeCicco says: 2099 1 "I just spoke with Peter again, and we 2 confirmed the deal is not coming 3 through, as I suspected. I'd like to 4 meet with you tonight, if possible, any 5 time at your house." 6 Is that the deal with Toor, or is that the 7 deal with somebody else? 8 A: I'm going to assume that's the deal 9 with Toor. 10 Q: And what was the reason that you 11 wanted to meet with your mother that night, if possible, 12 now that you knew that -- that Toor wasn't going to make 13 an offer? 14 A: I wasn't requesting a meeting with my 15 mother. 16 Q: Well, he just said, I just spoke with 17 Peter, and we would like to know if you're available. 18 That we -- 19 A: No. 20 Q: -- would like -- well, I guess you're 21 right, "I'd like to meet with you tonight." You're -- 22 you're quite right. You weren't going to be part of that 23 meeting, as far as you know. 24 A: I wasn't invited. 25 Q: July the 4th, 2008, Exhibit 241. 2100 1 July the 4th, 2008, Mr. DeCicco says to your mother: 2 "I just spoke with Peter. If you get a 3 chance, please give me a call." 4 Do you know what it was that he wanted to 5 discuss with your mother that he had just discussed with 6 you as of that date? 7 A: I do not recall that. 8 Q: Please go to Exhibit 249. 9 10 (BRIEF PAUSE) 11 12 Q: Go down to the bottom of this page, 13 please. 14 Now, this -- just so you understand the 15 sequence of this, Mr. McCallion, this is the letter that 16 had been received from the lawyer at McCarthy, saying 17 that the -- this -- that -- that World Class Development 18 -- they did not consider that the hotel proposal for 19 World Class Developments was a four-star proposal, and 20 that the agreement would be in -- it would be held in 21 breach of the agreement. Go up, please. 22 23 (BRIEF PAUSE) 24 25 Q: The -- the note says: 2101 1 "We're putting them on notice to live 2 by the terms of the deal." 3 And then he said: 4 "We have a surprise meeting requested 5 by Peter McCallion tomorrow. I will 6 report afterwards." 7 What was that request about? 8 A: The hotel. 9 Q: And what was it that you were hoping 10 to get them to do about the hotel as of Wednesday, 11 October the 8th? 12 A: Well, due to the economic times at 13 the time, we needed more time for the hotel, for 14 completion. 15 Q: And you were approaching them with 16 the approval of Mr. DeCicco? 17 A: Yes. 18 Q: Go to Exhibit 242, please. Mr. 19 DeCicco calls your mother the next day after you had the 20 surprise meeting. 21 And the point of this call was for her to 22 call him about, "How we can move forward." 23 "We" being WCD can move forward. Did you 24 report it to your mother on the discussion that you had 25 had the day before with Oxford? 2102 1 A: No, I reported to Tony. 2 Q: What was it that you and Tony thought 3 you mother could do to assist you in moving forward with 4 Oxford? 5 A: I'm unaware of that. 6 Q: So you have no idea what Tony's 7 referring to on "how best to move forward"? 8 A: No, I do not. 9 Q: Please turn to Exhibit 247. This is 10 October 23rd, 2008. Down at the bottom, please. Yes. 11 Top paragraph on the screen now -- no, just leave it the 12 way it is. 13 This is a meeting of October 23rd that 14 apparently, these notes suggest that you suggested that 15 WCD might agree to increase the selling price by $2.5 16 million if the hotel conditions were dropped. Was that 17 accurate? 18 A: No, it is not. 19 Q: You never made that suggestion? 20 A: No. 21 Q: Okay. And -- 22 A: Mr. Kitt made that suggestion. 23 Q: Okay. And you could see that Mr. 24 Filipetti attributes it to you? 25 A: I understand that. 2103 1 Q: But that's just dead wrong? 2 A: Completely. 3 Q: All right. And then in the last 4 paragraph it says: 5 "Peter has advised us that he has 6 spoken to the [quote] 'key people in 7 the City,' who are apparently okay with 8 these restrictions being removed." 9 That's the -- that's the hotel 10 restrictions: 11 "We will do our own checking on this if 12 this is our agreed direction." 13 And I think yesterday you told Mr. 14 McDowell that you had checked with Ed Sajecki? 15 A: Correct. 16 Q: And how had you done that, with a 17 meeting or a telephone call? 18 A: Most likely either I met him at a 19 function or a phone call. 20 Q: You have an email address, but we 21 haven't seen any emails produced by you. Is there a 22 reason for that? 23 A: I gave them all over to Emilio. 24 Q: To who? 25 A: Emilio. 2104 1 Q: Including the emails that you would 2 have sent out? 3 A: I didn't send very many emails out. 4 Q: Did you send any? 5 A: Very, very few. 6 Q: But we haven't seen any. 7 A: Mr. Emilio (sic) has them. 8 Q: I see. And in terms of -- can you -- 9 maybe I didn't understand this. Why was it that you gave 10 the -- the emails that came to your address, or that you 11 sent from your address, to Mr. Bisceglia? 12 A: Because of the lawsuit back in August 13 of 2009. 14 Q: Go, please, to Exhibit 245. This is 15 the letter from DeCicco to Kitt, which follows up, in 16 effect, with the -- or -- or it doesn't follow up; it -- 17 it sets the stage for your request. Go down to the 18 bottom, please. 19 Whereby the suggestion being that they 20 delete the requirement for the hotel, correct? 21 A: Correct. 22 Q: And that's what you were proposing, 23 or that's what the email says you were proposing on 24 October the 23rd, and if they would go along with it, 25 that they would increase the purchase price by $2.5
2105 1 million. 2 A: They suggested that if they were to 3 delete the hotel, that we would have to increase the 4 purchase price. 5 Q: And who's -- who suggested the $2 1/2 6 million adjusting number? 7 A: Mr. Kitt. 8 Q: Not you. 9 A: Not me. 10 Q: We turn, please, to Exhibit 250. 11 12 (BRIEF PAUSE) 13 14 Q: We know that Mr. DeCicco had asked by 15 letter that the hotel condition be deleted. We know it 16 was a matter of discussion between you and Mr. Kitt. 17 Now we are in December 2nd, 2008. This 18 email reports that Mayor McCallion is calling Mr. 19 Filipetti, as Michael Kitt was out of town. The purpose 20 of her call was that she wanted Oxford to relax the hotel 21 requirement because of economic conditions. 22 Were you aware that your mother was 23 following up on the very same topic that you had raised, 24 and that Mr. DeCicco had raised, with Oxford? 25 A: No, I did not. 2106 1 Q: Weren't aware of it. So until -- 2 these proceedings, it was the first you'd heard that she 3 was making the argument on your behalf. 4 A: Yes. 5 6 (BRIEF PAUSE) 7 8 Q: Exhibit 243, please. Sorry, just one 9 (1) minute, please. 10 11 (BRIEF PAUSE) 12 13 Q: I'm almost finished. Exhibit 276. 14 15 (BRIEF PAUSE) 16 17 Q: It was a message from you to your 18 mother on December the 11th, asking her to call Tony 19 DeCicco, as Tony DeCicco had information for your mother. 20 Well, what was -- why were you asking your 21 mother to call Tony DeCicco, and what was the information 22 that he had for her? 23 A: I don't know what the information 24 was, but sometimes Tony would call my mother and make 25 several calls, and she wouldn't necessarily return them. 2107 1 Q: Could it be that what he's calling -- 2 what -- you had some further discussion about what the 3 negotiating position was that -- between World Class 4 Developments and Oxford -- 5 A: I can -- 6 Q: -- over this issue about deleting the 7 hotel condition? 8 A: I can speculate on that, but, no, I 9 do not know. 10 Q: Okay. You have no recollection. 11 A: No. 12 Q: So far I've asked you about every 13 meeting, and every phone call, and you've had no 14 recollection about any of them. Is it -- is that -- 15 A: Those were over two (2) years ago. 16 Q: I see. We turn, please, to Exhibit 17 215. These are Ms. Bench's notes of her discussions with 18 Dave O'Brien, who had been the City Manager. 19 And Mr. O'Brien says that he met with Mr. 20 DeCicco and with you at the request of the Mayor. Do you 21 recall meeting with Mr. O'Brien at the request of the 22 Mayor? 23 A: I recall the meeting, but I didn't 24 know who requested it. 25 Q: You what? 2108 1 A: I recall the meeting with Mr. O'Brien 2 and Mr. DeCicco, but it was -- it was me who set that 3 meeting up -- 4 Q: All right. You -- 5 A: -- at the request of Mr. O'Brien. 6 Q: He -- you set the meeting up with Mr. 7 DeCicco at -- at Mr. O'Brien's request? 8 A: Yes. 9 Q: All right. And did O'Brien say that 10 he was getting involved because his -- your mother had 11 asked him to? 12 A: No, he did not. 13 Q: Did he indicate that he had read your 14 affidavit -- 15 A: M-hm. 16 Q: -- and he had concerns about 17 conflicts of interest? 18 A: No, he did not. 19 Q: Did he ever indicate to you in that 20 meeting that he had authority from Oxford to try and 21 negotiate a settlement with WCD? 22 A: Yes, he did. 23 Q: And then how did you come to 24 understand that Mr. O'Brien had gotten in the middle of 25 this at all? He wasn't the City Manager any longer. 2109 1 A: He volunteered. 2 Q: Did -- did he volunteer at your 3 mother's request or -- 4 A: I cannot -- 5 Q: -- to your understand -- 6 A: -- answer that. 7 Q: Pardon me? 8 A: I cannot answer that. 9 10 (BRIEF PAUSE) 11 12 Q: Now, I just want to go back for just 13 a moment, please. 14 15 (BRIEF PAUSE) 16 17 Q: 213. Exhibit 213. This is the 18 mortgage that you gave on your house on Durie Road to Mr. 19 Couprie in 2005. 20 Is there an issue with it? Okay. 21 MR. BRIAN GOVER: Mr. Commissioner, I 22 rise because we're now in an area that I alerted my 23 friend and, of course, you to at the end of the day 24 yesterday. It might be appropriate for Mr. McCallion to 25 be excused at this moment. 2110 1 COMMISSIONER DOUGLAS CUNNINGHAM: All 2 right. We're getting close to the luncheon break, so Mr. 3 McCallion, you may step out if you would -- 4 THE WITNESS: Okay. 5 COMMISSIONER DOUGLAS CUNNINGHAM: -- and 6 we'll see you at 2:15. 7 8 (WITNESS RETIRES) 9 10 COMMISSIONER DOUGLAS CUNNINGHAM: All 11 right. Mr. Gover, we know that Mr. McCallion sold his 12 house to Mr. Couprie for eight hundred thousand 13 (800,000). 14 MR. BRIAN GOVER: Yes. 15 COMMISSIONER DOUGLAS CUNNINGHAM: And it 16 looks as though there was a mortgage involved? 17 18 SUBMISSIONS BY MR. BRIAN GOVER: 19 MR. BRIAN GOVER: That's right. And at 20 this point, I return to my submission at the end of the 21 day yesterday pertaining to the scope of cross- 22 examination by the City's counsel. 23 And you'll recall that yesterday, I 24 referred to standing having been granted, of course, to 25 the City, and the City being an important party, but that 2111 1 the right of cross-examination being limited to cross- 2 examination to the extent of the interest of the 3 Corporation of the City of Mississauga. 4 And I won't repeat what I said, Sir, but 5 what I did say yesterday at the end of the day is found 6 at pages 2000 through 2003 of the transcript. 7 You will recall that yesterday I submitted 8 that the interest of the Corporation of the City of 9 Mississauga would become engaged if the conduct of one of 10 its elected or non-elected officials was called into 11 question or if the appropriateness of some process of the 12 Municipality was called into question. 13 And this morning, of course, we've -- 14 we've heard cross-examination that has related to a 15 series of meetings or invitations to meetings, at least 16 where the Mayor was attending meetings or invited to 17 meetings, where there meetings with non-elected 18 officials, et cetera, and I haven't risen at this point. 19 I do rise now, though, because in my 20 submission, we're now getting squarely into an issue 21 where the City really has no valid interest and where, in 22 fact, there has been inquiry by your counsel. 23 And of course, this morning, you received 24 Exhibit 289, which is the transcript of the cross- 25 examination, which was conducted by Mr. McDowell on April 2112 1 23rd. And in my submission, it was fair enough for 2 Commission counsel to enter into the examination of that 3 issue. 4 I referred you yesterday, very briefly, to 5 Justice Cory's comments in the -- what I call the Krever 6 Commission case, and that's the case that's also known as 7 the case dealing with the Commission of Inquiry on the 8 Blood System. 9 And I've cause to be handed up to you, 10 sir, that case. And the well-known passages to which I 11 had in mind, are found at pages -- pardon me, paragraphs 12 31 and 55. 13 My point yesterday was that the Commission 14 and Commission counsel, in conducting the process, are 15 required to safeguard the fairness of what is, after all, 16 an inquisitorial process. 17 And of course, Justice Cory, at paragraph 18 31, referred to the great importance of the Inquiry's 19 roles of investigation and education, but said that: 20 "Those roles should not be fulfilled at 21 the expense of the denial of the rights 22 of those being investigated." 23 Continued: 24 "The need for the careful balancing was 25 recognized by Justice Decary when he 2113 1 stated at paragraph 32, 'The search for 2 the truth does not excuse the violation 3 of the rights of the individuals being 4 investigated.' This means that no 5 matter how important the work of the 6 Inquiry may be, it cannot be achieved 7 at the expense of the fundamental right 8 of each citizen to be treated fairly." 9 And at paragraph 55, which you will find 10 at page 35, you'll see that Justice Cory then referred to 11 the findings of fact, which may be made at the conclusion 12 of an Inquiry, but pointed out that: 13 "Procedural fairness was essential for 14 the findings of Commissions may damage 15 the reputation of a witness. For most, 16 a good reputation is their most highly 17 prized attribute. It follows that it 18 is essential that procedural fairness 19 be demonstrated in the hearings of the 20 Commission." 21 Now, I also refer to -- to the Consortium 22 Developments case, and in particular, to paragraph 41. 23 And I won't read this entire passage. I side-barred it 24 in what I've provided to you, Sir. 25 But you'll see that Justice Binnie there 2114 1 recognized that a judicial inquiry often resembles a 2 giant, multi-party examination for discovery, with no 3 pleadings, minimal pre-hearing disclosure, and relaxed 4 rules of evidence. 5 He referred to the glare of publicity and 6 that the Inquiry necessarily moves forward in some sort 7 of convoy fashion, carrying participants of widely 8 different interests, motives, information, involvement, 9 and exposure. 10 He said in the passage, which -- which I 11 will conclude: 12 "It is a tall order to ask any 13 Commissioner to orchestrate this 14 process to further the public interest 15 in getting at the truth, without 16 risking unnecessary, unavoidable, or 17 collateral -- [pardon me] wrongful 18 collateral damage to the participants." 19 Now, yesterday I referred, as well, to the 20 role of Commission counsel as the guardians of the public 21 interest, which in my submission, impacts on the role of 22 other participants in the process. 23 And to that end, I've provided you with 24 excerpts from Professor Ratushny's book, which was 25 published just last year, The Conduct of Public 2115 1 Inquiries, Law, Policy, and Practice. 2 And in particular, in the excerpt that 3 I've handed up to you, Sir, I would refer you to page 4 217, where the -- the tole of Commission counsel was 5 examined. 6 And -- and by the way, I -- I don't 7 question the manner in which your counsel has conducted 8 this Inquiry at all. It's in keeping with all of what is 9 said here by Professor Ratushny, where he refers to the 10 need for Commission counsel to take a part -- an 11 impartial and balanced approach to the case. Also to 12 conduct a thorough investigation to gain the confidence 13 of the public about the process itself. 14 Professor Ratushny referred to the fact 15 that in a ruling in the Air India inquiry, Commissioner 16 Major -- and this is at page 218 -- ruled that: 17 "The pubic interest in the full 18 exploration of all the facts would be 19 adequately addressed by Commission 20 counsel's responsibility to act on 21 behalf of that public interest." 22 Now, the role of counsel for other parties 23 is dealt with by Professor Ratushny at page 258. And I 24 really will only take you to this excerpt. I've added, 25 in what you have there, Sir, the portion that he refers 2116 1 to toward the bottom of the page, from section (d) of 2 chapter 7. 3 Suffice to say this, that -- that 4 Professor Ratushny refers to section 5 of the Ontario 5 Public Inquiries Act as identifying the proper scope of 6 examination by counsel for other parties, and refers to: 7 "The ability to examine or to cross- 8 examine witnesses personally, or by 9 counsel, on evidence relevant to that 10 person's interest." 11 Now, I've referred to your rule, Rule 12 32(b), which captures precisely what section 5 of the 13 Ontario statute says. Now par -- pardon me, section 5 is 14 found in part 1 of the Ontario Act. Part 2 is applicable 15 to your proceeding, but part 1 isn't. 16 My submission is that what we have there 17 in section 5, as reflected in this excerpt from Professor 18 Ratushny's book, is simply a statement of the law 19 relating to the scope of examination by counsel for other 20 parties, which of course, quite appropriately, found its 21 way into the rules of this Commission. 22 Then we see in the further excerpt that I 23 -- or further portion that has been side-barred from page 24 258, Professor Ratushny says this: 25 "Apart from the legislation, the 2117 1 principle of fairness would establish 2 some procedural rights for everyone 3 with a direct and substantial interest 4 and for some witnesses as well. The 5 extent of the right to participate 6 depends on the extent to which their 7 interest might be affected. The right 8 to be heard does not necessarily 9 include the right to call or cross- 10 examination witnesses or be represented 11 by counsel." 12 And then refers to the principle of 13 fairness in greater detail. And as I have said, I've 14 included that portion for the sake of completeness. 15 My point is that the -- the principle to 16 which Professor Ratushny refers recognizes that counsel 17 for other parties do not have an unbridled right of 18 cross-examination. 19 Now, I've taken into account a portion of 20 Justice Bellamy's report in the Toronto Computer Leasing 21 Inquiry that Mr. McDowell was kind enough to provide to 22 me this morning. 23 I recognize that at page 75 -- I'm -- I'm 24 now told you may not have a copy, so we'll provide that 25 to you now, Sir, if I might take a moment. 2118 1 (BRIEF PAUSE) 2 3 MR. BRIAN GOVER: And I was referring, 4 Commissioner, to page 75. This is under the heading 5 "Examinations," and it's an excerpt from the Inquiry 6 process portion of the report. 7 Toward the bottom of the page, you'll see 8 that Justice Bellamy said: 9 "I wanted to give all counsel a chance 10 to explore any avenue that was relevant 11 or helpful to me in fulfilling my terms 12 of reference, especially considering 13 the investigative nature of a public 14 inquiry." 15 Now, I would point out that on the next 16 page, Justice Bellamy was quick to add: 17 "I was vigilant, however, in ensuring 18 that cross-examinations did not become 19 repetitive. Given the many parties 20 withstanding, some with similar 21 interests, there was great potential 22 for overlapping. I continually 23 reminded counsel of the need to confine 24 themselves to questions that had not 25 already been sufficiently explored, and 2119 1 counsel were generally cooperative in 2 avoiding unnecessary repetition." 3 Of course, Justice Bellamy did observe 4 that the inquiries took two hundred and fourteen (214) 5 days in that instance. 6 My -- my point is that there has to be a 7 limit on the scope of cross-examination. And what we're 8 about to hear, or what is proposed by Mr. Lax on behalf 9 of the Corporation of the City of Mississauga, in my 10 submission, does not relate to the interest of the 11 Municipality, as I've endeavoured to understand it and 12 explain it in the course of these submissions. 13 At -- here at its highest, this would be 14 cross-examination going to credibility. You have the 15 benefit of the transcript already, where your counsel 16 engaged in a probing examination of this issue, in 17 Exhibit 289. And I would submit, that if reference is 18 made to the terms of reference contained in the 19 resolution which constituted this Inquiry, that it would 20 be appropriate to interpret those terms of reference by 21 referring to Section 274 of the Municipal Act, under 22 which the -- the resolution was purportedly passed. 23 If I might have a moment. It's hard to 24 carry all of these things around. 25 Section 274, of course, sir, provides 2120 1 that: 2 "If a municipality so requests, by 3 resolution, a judge of the Superior 4 Court of Justice shall..." 5 And then of course we see (a), (b) and 6 (c): 7 "Investigate any supposed breach of 8 trust [et cetera]; 9 (b) inquire into any matter connected 10 with the good government of the 11 municipality; or (c) inquire into the 12 conduct of any part of the public 13 business of the municipality, including 14 business conducted by a commission 15 appointed by the council or elected by 16 the electors." 17 So I submit, in this respect that while 18 you may have an expansive interpretation of the terms of 19 reference contained in the resolution, urged upon you by 20 Mr. Lax, that in any event you must interpret the 21 resolution in light of the section in the Municipal Act 22 under which it was purportedly passed. 23 Those are my submissions. Thank you. 24 Subject to any questions, of course, sir. 25 COMMISSIONER DOUGLAS CUNNINGHAM: All 2121 1 right. Thank you. I think what we'll do is break now 2 and I'll hear any further submissions -- I suppose Mr. 3 Lax will want to make some submissions, Mr. McDowell may 4 well as well. And we'll come back at 2:15. 5 MR. JOHN FINNIGAN: Mr. Commissioner, 6 just before you rise, just a point for clarification and 7 perhaps direction. We have other witnesses scheduled for 8 this afternoon, including Michael Latimer -- 9 COMMISSIONER DOUGLAS CUNNINGHAM: Right. 10 MR. JOHN FINNIGAN: -- who is the Chief 11 Investment Officer of OMERS and the former President and 12 CEO of Oxford Properties. 13 Now, I know that we have -- Mr. Lax has to 14 finish; we have other counsel who want to examine this 15 Witness; then we have another witness before Mr. Latimer; 16 so I'm wondering whether it's necessary for us to bring 17 him out here this afternoon? So I just want to lay that 18 on the table. 19 COMMISSIONER DOUGLAS CUNNINGHAM: Yeah. 20 MR. JOHN FINNIGAN: I don't know exactly 21 how long people are going to be. 22 COMMISSIONER DOUGLAS CUNNINGHAM: I think 23 the first witness is fairly brief if I'm not mistaken. 24 Is that correct, Mr. McDowell? 25 MR. WILLIAM MCDOWELL: That's right. We 2122 1 just had Ms. McIntyre -- we have some indication from 2 her; I'm pretty confident we can actually get Mr. Latimer 3 on and off today. 4 MR. JOHN FINNIGAN: If -- if that's the 5 belief then we'll -- 6 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 7 MR. JOHN FINNIGAN: -- certainly have him 8 out here. 9 COMMISSIONER DOUGLAS CUNNINGHAM: Let's - 10 - let's try and do that. 11 MR. JOHN FINNIGAN: Thank you. 12 COMMISSIONER DOUGLAS CUNNINGHAM: Thanks. 13 See you all at 2:15. 14 THE COURT CLERK: Order. All rise, 15 please. The Inquiry stands recessed until 2:15. 16 17 --- Upon recessing at 1:05 p.m. 18 --- Upon resuming at 2:18 p.m. 19 20 THE COURT CLERK: Order. All rise, 21 please. Good afternoon, Your Honour. This Inquiry is 22 now in session. Please be seated. 23 COMMISSIONER DOUGLAS CUNNINGHAM: Yes. 24 Ms. McIntyre. 25 2123 1 SUBMISSIONS BY MS. ELIZABETH MCINTYRE: 2 MS. ELIZABETH MCINTYRE: Mr. 3 Commissioner, without repeating any of the submissions 4 made to by Mr. Gover, I would like to adopt those 5 submissions. 6 Clearly you have broad discretion to set 7 your own procedure, guided by the principles of fairness 8 and expedition. 9 But I would submit to you, it's important 10 that counsel for the City be restricted from going into 11 areas that are beyond the City's interest and that they 12 not be allowed to usurp the role of Commission counsel. 13 That's why I'm supporting Mr. Gover's -- 14 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 15 you. 16 MS. ELIZABETH MCINTYRE: -- submissions. 17 18 SUBMISSIONS BY MR. WILLIAM MCDOWELL: 19 MR. WILLIAM MCDOWELL: Sir, I -- I think 20 that Mr. Gover has -- has, as usual, very fairly stated 21 the law to you. 22 In my submission, you have to bear in mind 23 the nature of the public purpose in relation to the land 24 transaction that the Mayor was ostensibly promoting. And 25 the evidence is, as we've heard it so far, that the Mayor 2124 1 -- it would appear on the evidence that we've heard over 2 the last couple of days, employed her office in the 3 promotion of this transaction, the development, but also 4 the particular developer. 5 And so as in many of these municipal 6 inquiries, either a central or a subsidiary question 7 becomes, How did we become, as a City, enmeshed with 8 these people, and what are the relationships among these 9 people, as we saw in the Consortium Developments case. 10 So when you look at the public purpose, or 11 the public dimension to the transaction in that way, and 12 you hear the evidence that I -- that I think you would 13 hear if this line of questioning were permitted, it's 14 well within the -- the boundaries of what other 15 commissions of inquiry have heard. 16 So for example in Waterloo, Waterloo was 17 at the other end of an improvident transaction with MFP. 18 The details of -- of the transaction weren't the only 19 subject of inquiry. I've got an excerpt from the report 20 that -- that will show you that, in fact, the internal 21 processes of MFP were the subject of a lot of 22 examination, including as a -- I was one of the counsel 23 on that inquiry -- including by counsel for the City. 24 So Mr. Lax, so far, has, I think, done a 25 very thorough job examining in -- in some areas without
2125 1 any objection. I leave it to you whether to allow this 2 area of inquiry. I would say that if it went too much 3 further, we do hit the outfield fence. I mean, I know a 4 bit of -- of where this is going, and I think that he's 5 really at the limit. 6 I would be inclined to think that he could 7 ask a limited number of questions on this topic. And 8 then it would be my submission, if he seeks to go beyond 9 that, I would be objecting as well. 10 COMMISSIONER DOUGLAS CUNNINGHAM: You 11 know more than I know about where Mr. Lax may be going 12 with this line of questioning, and perhaps Mr. Lax will 13 tell me. But I agree, and I'll deal with this after I 14 hear from Mr. Lax. 15 MR. WILLIAM MCDOWELL: Right. 16 17 SUBMISSIONS BY MR. CLIFFORD LAX: 18 MR. CLIFFORD LAX: Well, I don't intend 19 to make it a secret. I've told co-counsel. What we're 20 about to go into is a situation in which Mr. McCallion, 21 at least initially, grants a mortgage on his house to Mr. 22 Couprie. 23 And we have to understand that Mr. Couprie 24 is not a third-party lender. He is very, very involved 25 in this entire picture. And how he -- how he is 2126 1 involved, with great respect, is one of the most 2 important questions that has to be determined, because it 3 doesn't appear to me, at least, and -- and this will be 4 my submission, that he has any real interest himself. 5 He's only there, frankly, in a 6 representative role for others. Who the others are at 7 the time of the mortgage remains to be determined. 8 But then we move forward, when Mr. 9 McCallion has already indicated that he was out of money. 10 And what happens is is that a sale of his house is 11 arranged to Mr. Couprie. 12 Mr. McCallion's a real estate agent. One 13 would have thought that a real estate agent would have 14 been interested in obtaining the highest price for his 15 house with the broad -- with the broadest exposure to the 16 market possible, but that's not what happens. What 17 happens is that there's an arranged sale to Mr. Couprie. 18 Now, who is Mr. Couprie at the time of the 19 sale? Mr. Couprie is a plaintiff, not a nominal 20 plaintiff because he does have legal title to the shares, 21 but he doesn't have the beneficial interest in the 22 shares. He is a plaintiff in the lawsuit in which Mr. 23 DeCicco is giving the instructions. 24 And I want to know more about who was 25 behind that purchase of that -- of that property and why 2127 1 that happened. 2 I believe that that's relevant to the 3 terms of reference of this Commission, where you were 4 specifically asked to investigate and inquire into the 5 relationships between the existing and former elected and 6 administrative representatives of the City of Mississauga 7 and the existing and former principals and 8 representatives of WCD -- you can stop there -- and its 9 affiliate companies and the context of the transactions 10 and matters described in the recitals to this resolution. 11 When you look at the recitals to the 12 resolution, you will -- it will include the -- the 13 Agreement of Purchase and Sale with WCD. It includes the 14 lawsuit involving Leo Couprie as a notional, if not 15 nominal, plaintiff. 16 So I -- I suggest that -- I understand the 17 -- the point that if this was a sale to a third party, I 18 wouldn't be entitled to look into it. But it's not a 19 sale to a third party. It's a sale to a person who's 20 very intimately involved in the factual matrix of this 21 case under circumstances, which I say are -- are relevant 22 to the determination of those relationships. 23 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 24 you. Mr. Gover, anything further? 25 2128 1 REPLY SUBMISSIONS BY MR. BRIAN GOVER: 2 MR. BRIAN GOVER: Yes, I can be very 3 brief, Mr. Commissioner. As Mr. Lax has endeavoured to 4 justify this line of cross-examination, you'll -- you'll 5 appreciate that it relates to a mortgage and sale 6 relating to Mr. McCallion's house, a mortgage to Mr. 7 Couprie and a sale to Mr. Couprie. 8 Mr. Lax seems to think there's some 9 significance to this Inquiry of the fact that the house 10 was sold privately, that it wasn't, in his words, 11 "exposed to the market." 12 In fact, Mr. Lax's interpretation of the 13 terms of reference are precisely of the nature that I 14 warned about in the course of my main submissions, and 15 that is an expansive interpretation of, it would appear 16 in particular, item 2 of the terms of reference, which 17 goes far beyond what section 274 of the Municipal Act 18 authorizes. 19 This is -- this is an inquiry, in my 20 submission, into the transaction -- the failed 21 transaction involving OMERS and WCD, and ultimately the 22 transaction between OMERS and the City of Mississauga, 23 with, as we know, a long-term lease to Sheridan College. 24 And yesterday I warned about the, 25 obviously, political character of this particular public 2129 1 inquiry. And, in my submission, that engages a -- a 2 strong concern that, in fact, the Inquiry is being used 3 to go far beyond something that's properly within the 4 realm of an investigation that can be caused by a 5 municipality. 6 In fact, I respectfully submit that -- 7 that really there's a -- sort of a zone of relevance here 8 that's established by the terms of reference, and that 9 there comes a point when -- when it's appropriate to draw 10 a line. And here, when we think of some unrelated -- 11 apparently unrelated transaction between Mr. McCallion 12 and Mr. Couprie, leading to what your own counsel has 13 said will be a line that Commission counsel will feel 14 must not be crossed, I submit that -- that the safest 15 course is to end the Inquiry now; that this doesn't 16 relate to an interest, a proper interest of the 17 municipality, and that, in fact, the line of cross- 18 examination should be foreclosed. Thank you. 19 20 RULING: 21 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 22 you, Mr. Gover. Well, I'll be very brief in my -- in my 23 reasons. 24 As has been pointed out, the role of a 25 commissioner in an inquiry such as this is something of a 2130 1 balancing act. On the one (1) hand, I have to be mindful 2 of procedural fairness, as it relates to those witnesses 3 who are called before the Inquiry, and against that I 4 have to balance the right of the public to get at the 5 truth; in other words, as Mr. Justice Binnie put it, "The 6 investigation and education of the public." 7 Now, Mr. Lax represents the City of 8 Mississauga. No doubt he is receiving his instructions 9 from the City Solicitor. But the sol -- the City 10 Solicitor will no doubt be receiving her marching orders 11 from council; not just the seven (7) counsellors who 12 voted for this Inquiry, but all of council, so that 13 ultimately, Mr. Lax represents the citizens of 14 Mississauga, whom council represents. And in my view, 15 the citizens of Mississauga have a right to know, and a - 16 - have a right to get at the truth. 17 The question for me, of course, is, how 18 does the proposed evidence assist me in fulfilling my 19 mandate? In other words, how does it tie into the City's 20 particular interest in this Inquiry, given the terms of 21 reference that I'm dealing with? 22 Inquiries such as this are investigative 23 in nature, but I always must be mindful of relevance, as 24 has been pointed out by Mr. Gover in his concluding 25 submissions. Relevance really is something that I have 2131 1 to determine as we move along. 2 Having heard the submissions of counsel on 3 this issue, and being assisted by Commission counsel, I'm 4 satisfied that this line of questioning, this proposed 5 line of questioning, involving Mr. Couprie, who, the 6 evidence is clear, was sufficiently involved in various 7 transactions; that I am satisfied that this proposed line 8 of question is relevant -- questioning is relevant, and 9 that ultimately it will assist me in my determination of 10 -- in my various findings, fact, and my conclusions at 11 the end of this Inquiry. 12 I'm mindful of the -- the limit to which 13 counsel other than Commission counsel ought to be allowed 14 to -- to go in examining and cross-examining witnesses, 15 but I'm satisfied, at this time, on this proposed line of 16 question -- questioning, that Mr. Lax is within the 17 bounds, so I'm asking that Mr. McCallion return to the 18 courtroom and that cross-examination continue. 19 And, Mr. Lax, I think you were at Exhibit 20 213. 21 MR. CLIFFORD LAX: Yes. 22 COMMISSIONER DOUGLAS CUNNINGHAM: The 23 April 25, 2005, Madam Clerk. 24 MR. CLIFFORD LAX: Yes. I hadn't asked 25 any questions yet and phoom (phonetic) -- 2132 1 COMMISSIONER DOUGLAS CUNNINGHAM: Right. 2 MR. CLIFFORD LAX: -- there was an 3 objection. 4 5 PETER MCCALLION, Resumed 6 7 CONTINUED CROSS-EXAMINATION BY MR. CLIFFORD LAX: 8 Q: Mr. McCallion, on the screen there 9 should be a -- an abstract of the mort -- of the charge 10 that was placed on your property at 5404 Durie Road, D-U- 11 R-I-E Road, Mississauga, Ontario, on April 27th, 2005. 12 Do you see that? 13 A: Yes. 14 Q: This is the mortgage to three (3) 15 people. Leo Couprie, who we know; that's the same Leo 16 Couprie who was involved with you in WCD? 17 A: Correct. 18 Q: And, actually, as of this date he had 19 not yet assumed the position of -- of a shareholder? 20 A: I'm not sure. 21 Q: All right. But he was going to 22 become one? 23 A: Yes. 24 Q: Yeah. And -- and Sam Singal and Joe 25 Pasternak -- and who are Singal and Pasternak? 2133 1 A: Friends of Mr. Couprie. 2 Q: And what involvement did you have 3 with them? Why were they lending you any money? 4 A: They -- I guess Leo asked them to 5 share in the loan. 6 Q: Okay. There is a note, and frankly, 7 I don't know whose handwriting it is, on the abstract 8 indicating that their interests, Singal and Pasternak's 9 interest was transferred to Leo Couprie. 10 Do you have any knowledge of that? 11 A: I'm not initially aware of that. 12 Q: Now, this mortgage was outstanding, I 13 take it, until the property was sold; is that correct? 14 A: Correct. 15 Q: And could you tell us, at the -- 16 during the time between April the 27th, 2005 and the date 17 of the sale which was on March the 7th, 2008, was this 18 mortgage in good standing? 19 A: I believe so. 20 Q: It never fell into arrears? 21 A: Not to the best of my knowledge, no. 22 Q: All right. I don't need to know all 23 the uses of the funds that of -- that this mortgage 24 represented, the four hundred and fifty thousand 25 (450,000), but was any part of the four hundred and fifty 2134 1 thousand dollars ($450,000) invested in the WCD deal -- 2 A: None of it was. 3 Q: Pardon me? 4 A: None of it was. 5 Q: It was used for other purposes? 6 A: Other purposes. 7 Q: All right. Now, when we get to the 8 sale of your property and the -- 9 MR. WILLIAM MCDOWELL: Just one (1) 10 second here. I want -- this is a clarification. Our 11 understanding is that the two (2) other names were an 12 administrative error; that it was just a mistake made in 13 the lawyer's office and we've accepted that for our 14 purposes. 15 MR. CLIFFORD LAX: All right. 16 COMMISSIONER DOUGLAS CUNNINGHAM: All 17 right. 18 19 CONTINUED BY MR. CLIFFORD LAX: 20 Q: Please go to the Robins Appleby 21 reporting letter, COM001002846. I don't have an exhibit 22 number for it. 23 24 (BRIEF PAUSE) 25 2135 1 Q: Turn, please, to the letter of May 2 14th. It appears that your house was sold to Mr. 3 Couprie, pursuant to an agreement of purchase and sale 4 that was dated November -- December the 19th, 2007; and 5 the closing date was March 2008 sometime? 6 A: I believe so, yes. 7 Q: All right. And how was it that you 8 came to sell your house to Leo Couprie at this time? 9 A: To help him recover some of the money 10 for loan that he made me. 11 Q: What do you mean? 12 A: Well, he had security then. 13 Q: Yes, but the mortgage was in good 14 standing; you were making all the payments? 15 A: Not at that point. 16 Q: Oh. I thought I asked you if -- if 17 during the time between the granting of the mortgage and 18 the sale of the house the mortgage was in arrears. 19 A: At the point of the sale of the house 20 it was, yes. 21 Q: And how long had it been in arrears 22 for? 23 A: Probably six (6) months. 24 Q: Okay. And did he approach you then 25 with respect to the sale? 2136 1 A: Well, I believe it was mutual. 2 Q: And was there any consideration given 3 to offering the sale -- the house for sale to the public 4 with a listing, as real estate agents typically do? 5 A: No. 6 Q: Why not? 7 A: When you -- 8 Q: You could have sold the house and pay 9 -- paid off the mortgage. 10 A: Could have. I didn't really want to 11 sell it. 12 Q: Well, but you did sell it. 13 A: I did sell it so he had security. 14 Q: Yes, but you could have sold it to 15 anybody. Why did you sell it to him? 16 A: Could have. I didn't. 17 Q: Pardon me? 18 A: But I didn't. 19 Q: Why did you decide to sell it to him 20 in effectively a private sale? 21 A: It was mutually agreed to. 22 Q: Why though did you agree to do that, 23 you, Peter McCallion, the real estate agent? Why did you 24 not seek to sell -- to offer the house for sale to the 25 public and see what the best price was? 2137 1 A: I believe that was a good price at 2 the time. 3 Q: Yes. And is that the only reason? 4 A: That's the only reason. 5 Q: Now, Mr. Couprie was then going to 6 take over the house and he'd own the house. 7 A: Correct. 8 Q: And you had to vacate the house? 9 A: No, I did not. 10 Q: You could say -- you could sell the 11 house but live in it. 12 A: I'm paying -- yeah, I'm paying rent 13 on it now. 14 Q: And that's the way you continue to 15 live there at the present time. 16 A: Currently. 17 Q: Now, we know in 2008, you've told us 18 before, that Leo Couprie, for example, in the Murray Cook 19 litigation, was a plaintiff, but the instructions were 20 coming to Mr. Bisceglia from Mr. DeCicco. 21 Was Mr. DeCicco the effective purchaser of 22 your house and Leo Couprie was acting as a notional 23 planti -- purchaser? 24 A: Not at all. 25 Q: Not at all. How do you know that? 2138 1 A: Well, it has nothing to do with Mr. 2 DeCicco. 3 Q: Now, on the second page of the 4 letter, of the reporting letter, three (3) pages in -- 5 yes, the next page. Keep going. Keep going. Yes. 6 Yes, now -- okay. "Direction refunds," 7 that paragraph. Thank you. 8 Here's how that -- from the purchase price 9 of eight hundred thousand dollars ($800,000), two hundred 10 and forty-three thousand seven seventy-one (243,771) was 11 paid to the Toronto Dominion Bank. 12 And is that where the Couprie mortgage 13 ultimately ended up? 14 A: What are you asking again? 15 Q: There was two hundred and forty-three 16 thousand seven seven one (243,771) paid to the Toronto 17 Dominion Bank? 18 A: Correct. 19 Q: I can't see any other payments that 20 are discharged to the mortgage to Leo Couprie; I'm asking 21 you is the Toronto Dominion Bank entry the same thing as 22 the Leo Couprie mortgage? 23 A: No, it is not. 24 Q: All right. You had another mortgage 25 to the Toronto Dominion Bank? 2139 1 A: It doesn't show up there. 2 Q: The last line is -- indicates that -- 3 A: Well, that's Toronto Dominion Bank. 4 Q: -- two hundred forty-three thousand 5 (243,000) was paid to the Toronto Dominion Bank. 6 A: Correct. 7 Q: Did you have another debt to the 8 Toronto Dominion Bank for two hundred and forty-three 9 thousand seven seventy one (243,771)? 10 A: That was the original mortgage on the 11 house. 12 Q: All right. And so Mr. Couprie's 13 mortgage then was no -- in no way discharged by -- by the 14 sale. 15 A: It was discharged and I paid him from 16 the five hundred thousand (500,000). 17 Q: I see. So part of the five hundred 18 and two thousand (502,000) went to Mr. Couprie? 19 A: Yes. 20 Q: And what's the evidence of that 21 payment? 22 A: It went directly to him from Robins 23 Appleby. 24 Q: From Robins Appleby, okay. So there 25 should be a statement of adjustments here then; I may 2140 1 have missed it. I'll have somebody... 2 3 (BRIEF PAUSE) 4 5 Q: And how much were you left with at 6 the end of the day? 7 A: Not very much. 8 Q: We have -- we do have a statement of 9 adjustments, Mr. McCallion. It's found at page 860, 10 001002860. 11 12 (BRIEF PAUSE) 13 14 Q: And so what this shows is that Robins 15 Appleby was holding eight hundred thousand dollars 16 ($800,000) in trust after the closing or as further 17 directed. They were waiting for further directions with 18 respect to what -- what was to happen to the money. 19 A: I don't see that here. 20 Q: You don't see that? 21 A: No. 22 Q: Do you see the statement of 23 adjustments at the top of that page? 24 Oh, no, you've got the wrong page, sorry. 25 What's -- what's the page number? 2141 1 MS. NAOMI LOEWITH: Fifteen (15). 2 3 CONTINUED BY MR. CLIFFORD LAX: 4 Q: Fif -- page 15 of the document. 5 Okay. 6 This is called a statement of adjustments; 7 you're aware of that -- what that is? 8 A: Yeah. 9 Q: And so at the end of the day, Robins 10 Appleby & Taub were holding in trust seven hundred and 11 ninety-five thousand (795,000), plus the deposit of five 12 thousand (5,000), for a total of eight hundred thousand 13 (800,000)? 14 A: Correct. 15 Q: For further directions? 16 A: I see that, yes. 17 Q: Okay. And then... 18 19 (BRIEF PAUSE) 20 21 Q: Turn back to page 7, under the 22 heading "Mortgages to be Discharged After Closing." Go 23 down please on the page. Okay. 24 The first was the Toronto Dominion Bank 25 mortgage, which is the one (1) we see on the prior page 2142 1 of two hundred and forty-three thousand seven seventy-one 2 (243,771). 3 A: Yes. 4 Q: Okay. And then we get to the Couprie 5 mortgage. And do you know how much that was, as of the 6 date of closing? 7 A: I believe -- well, it was four fifty 8 (450) plus any outstanding -- 9 Q: But you had already paid for a few 10 years, too. 11 A: Yeah, but there was no -- 12 Q: No principal. 13 A: -- principal. 14 Q: All right. So it was four fifty 15 (450) plus the arrears? 16 A: I would suggest, yes. 17 Q: And you don't know what the arrears 18 were. 19 A: No, I do not know now. 20 Q: Okay. So by this account, it would 21 have taken up pretty much all of the eight hundred 22 thousand dollars ($800,000)? 23 A: Correct. 24 Q: It must have left you with something? 25 A: Very little. 2143 1 Q: And when you take the agreement, was 2 it more or less than fifty thousand dollars ($50,000)? 3 A: Oh, a lot less. 4 Q: A lot less. Now, at that time, we 5 know that -- that -- well, let me just understand. 6 So then you stay in the house, and now you 7 -- and you pay rent? 8 A: I pay rent, yes. 9 Q: And that's the pos -- that's the 10 situation you're in today? 11 A: Correct. 12 Q: And is there a term on the lease 13 whereby at some stage you have to get out of that house, 14 and it can be sold? 15 A: When I stop paying the rent. 16 Q: So that you could live in that house 17 for the rest of your life as long as you pay the rent? 18 A: I suspect that won't ever happen that 19 long. Who knows. 20 Q: But there's no -- but there's no -- 21 A: There's no -- 22 Q: -- term in the lease that can force 23 you out? 24 A: No. 25 Q: Just a moment, please. 2144 1 (BRIEF PAUSE) 2 3 MR. CLIFFORD LAX: All right, sir, thank 4 you very much. I've no further questions. 5 6 (BRIEF PAUSE) 7 8 COMMISSIONER DOUGLAS CUNNINGHAM: Ms. 9 McIntyre...? 10 11 CROSS-EXAMINATION BY MS. ELIZABETH MCINTYRE: 12 Q: Mr. McCallion, you know that my name 13 is Elizabeth McIntyre, and I act on behalf of the Mayor. 14 And I would like to ask you a few questions, starting 15 with your relationship with your mother. 16 You told us that during the relevant 17 period that you were in contact with your mother on an 18 almost daily basis. 19 A: Correct. 20 Q: And I take it that your mother is a 21 single woman living on her ho -- on her own since the 22 death of your father? 23 A: Correct. 24 Q: And that you do assist her in a 25 variety of -- of jobs around the house? Like, you said -
2145 1 - 2 A: I do. 3 Q: -- cleaning her pond, driving her to 4 functions. I understand that you had to take squirrels 5 out of her fireplace recently? 6 A: Yes. That's not an easy job. 7 Q: I also understand that your mother 8 has a dog, a German Shepherd. 9 A: Yes. 10 Q: And that you are -- you assist your 11 mother with respect to the care of that dog, letting the 12 dog out in the yard, feeding the dog. 13 A: Yes, I do. 14 Q: And that you have frequent telephone 15 calls with her with respect to what her schedule is, and 16 whether you need to -- 17 A: Absolutely. 18 Q: -- go and let the dog out? 19 A: Yes. 20 Q: And I take it that, from what you've 21 told us yesterday, that in the course of your discussions 22 with your mother, that she often asks you what you're 23 doing work-wise? 24 A: Yes. 25 Q: And you answer her in general terms? 2146 1 A: In general terms, yes. 2 Q: It will be her testimony that it is 3 your habit not to provide her with a lot of detail with 4 respect to what you're doing. 5 Would you agree with that? 6 A: Totally. 7 Q: In fact, she will testify that you're 8 not at all good at sharing personal information. 9 A: No, I'm not. 10 Q: For example, I take it you didn't 11 tell her that you lost your real estate licence for two 12 (2) to three (3) months in 2007, and for six (6) months 13 in 2009? 14 A: No, I did not. 15 Q: And I take it you did not share with 16 her the financial difficulty you were in in 2007 and 17 2008? 18 A: No, I did not. 19 Q: The bottom line, Mr. McCallion, is, I 20 take it, that you only tell your mother what it is you 21 would like her to know. 22 Is that fair? 23 A: Fair. 24 Q: So now let's talk about what your 25 mother knew about World Class Developments. And we all 2147 1 know a lot now, having poured over thousands of 2 documents, and trying to guess what people were thinking 3 by reading their cryptic emails, but let's go back and 4 try to understand what your mother knew at the relevant 5 time. 6 So, first of all, your role in the hotel 7 project. I take it you told your mother about some of 8 your early attempts to find an investor -- 9 A: Yes. 10 Q: -- for the hotel project? She knew 11 about your contact with Mr. Shim, for example? 12 A: Yes, she did. 13 Q: And then in 2006/2007 you told her 14 that Mr. Couprie had agreed to be the investor for the 15 project? 16 A: I probably did, yes. 17 Q: And your mother will testify that 18 that didn't come as any surprise to her; she knew he was 19 a partner of Mr. Shim -- 20 A: Yes. 21 Q: -- in the importing business? 22 A: Yes, in the importing. 23 Q: And she would have understood that 24 Mr. Couprie had significant financial resources? 25 A: Yes. 2148 1 Q: It will be her testimony, in fact, 2 that she went -- she understood throughout, up until the 3 time this Inquiry commenced, that it was Mr. Couprie who 4 was the investor in the project? 5 A: Correct. 6 Q: And you never told her anything that 7 would make her think any different than that, correct? 8 A: No, nothing. 9 Q: And with respect to your role, you 10 told her that you were the agent and representative of 11 Mr. Couprie? 12 A: Correct. 13 Q: And she will say that made sense to 14 her, because that's the only job you ever had, was as a 15 real estate agent, correct? 16 A: Yes. 17 Q: You'd never worked as a developer or 18 an investor? 19 A: Never. 20 Q: She will testify that she knew that 21 you would need an investor, and that she knew that you 22 would need people with expertise in development, and that 23 you would need consultants? 24 A: Correct. 25 Q: And she did not think that you had 2149 1 the means or the experience to do any of those things? 2 A: I would suggest that's right. 3 Q: On the expertise side, your mother 4 will testify that it was you who recruited Murray Cook to 5 join -- join the project? 6 A: Yes. 7 Q: And that it made sense to her that he 8 be involved, because she knew he was somebody with the 9 expertise in that area? 10 A: Yes. 11 Q: Let's talk about what she didn't 12 know, Mr. McCallion. I take it that you never told her 13 that you loaned money to WCD in the spring of 2007, 14 either the thirty thousand dollar ($30,000) loan in 15 March, or the seventy-three thousand five hundred dollar 16 ($73,500) loan in May? 17 A: No, I did not. 18 Q: In fact, you never told her, sir, 19 that WCD was having difficulty meeting its payment 20 obligations -- 21 A: No. 22 Q: -- either to the City or to OMERS? 23 A: No, I did not. 24 Q: She wouldn't have been happy to hear 25 that, would she? 2150 1 A: No, she would not be. 2 Q: You also, sir, did not tell her about 3 the fifty-thousand dollar ($50,000) loan that you 4 arranged through TACC, is it, in July of 2007? 5 A: Yes, I did not tell her that. 6 Q: And you certainly didn't tell her 7 that you signed a promissory note that you gave to secure 8 that loan. 9 A: No, I did not. 10 Q: No, you didn't show her that, the pro 11 -- 12 A: I didn't talk about it. 13 Q: You kept that from her? 14 A: Oh, yes. 15 Q: She wouldn't have been happy about 16 that, either? 17 A: No, wouldn't have been happy. 18 Q: So when she had lunch, or dinner, or 19 whatever it was, with -- with Mr. de Gasperis she didn't 20 know anything about that loan? 21 A: Nothing. 22 Q: and it was never discussed with her 23 in your presence? 24 A: Not in my presence. 25 Q: By the way, sir, I take it that when 2151 1 you signed that promissory note, it was your intention to 2 repay that loan at some point? 3 A: At some point it was to be repaid, 4 yes. 5 Q: Now, we've just gone through the 6 transactions. Mr. Lax has taken you through -- you 7 through the transactions involving your home. You also 8 didn't tell your mother about that, did you? 9 A: No, I did not. 10 Q: And you certainly did not tell your 11 mother that you were receiving W -- money from WCD for 12 living expenses? 13 A: No. 14 Q: So now let's talk about the financial 15 arrangements for WCD. We've already agreed that your 16 mother was led by you to believe that Leo Couprie was the 17 investor throughout, and you did not advise her 18 otherwise? 19 A: No, I did not. 20 Q: So she did not see the incorporation 21 documents of WCD, correct? 22 A: No. I didn't even see them. 23 Q: And she understood, sir -- she will 24 testify, that she never thought you were a shareholder, 25 director, owner, in any way, of WCD? 2152 1 A: In any way. 2 Q: And that's consistent, I guess, with 3 your own understanding -- 4 A: Yes. 5 Q: -- of your -- of your role? So with 6 respect to the investment, she knew that Mr. Couprie was 7 an investor, but you never advised her, nor did Mr. 8 Couprie advise her in your presence, of how much money he 9 put in? 10 A: No. 11 Q: Nor of how much money he was entitled 12 to get out? 13 A: No. 14 Q: And when you brought Murray Cook into 15 the project you did not discuss with her what the 16 arrangements for that were? 17 A: No, I did not. 18 Q: How he was going to be compensated? 19 Whether he put money in? 20 A: Never. 21 Q: And you did not advise her, sir, that 22 Mr. Couprie agreed to transfer to Mr. Cook 20 percent of 23 his shares? 24 A: No, I did not. 25 Q: And, again, she didn't see that 2153 1 document? 2 A: She didn't see that. 3 Q: And then when you brought Mr. DeCicco 4 into the project -- and to be clear here, this was your 5 initiative to bring Mr. DeCicco in. It was not the 6 suggestion of your mother, correct? 7 A: No, definitely not. 8 Q: You did not discuss with the Mayor 9 what the financial arrangements were between Mr. DeCicco 10 and WCD? 11 A: No, I did not. 12 Q: And I take it that you did not 13 discuss, nor did anyone else, while you were there, the 14 declaration of trust and shareholder agreement between 15 Mr. Couprie and Mr. DeCicco? 16 A: No. 17 Q: And I take it at no time did you 18 advise your mother that Mr. Di Poce was the investor -- 19 was an investor in World Class Developments? 20 A: I couldn't discuss it because I 21 didn't know it at the time myself. 22 Q: So, at the end of the day, the only 23 pieces of paper that your mother actually saw at the 24 time, with respect to World Class Developments, were the 25 trust declaration and the loan agreement signed at Pier - 2154 1 - Pier 1? 2 A: Pier 4. 3 Q: Pier 4. Correct? 4 A: Correct. 5 Q: In -- in January of 2007? 6 A: Correct. 7 Q: Those would be the only -- of all 8 those legal documents we've gone through, those would the 9 only -- be the only ones that she laid eyes on, correct? 10 A: Correct. 11 Q: Okay. And you've already testified 12 about her involvement in those, and how they came to be 13 signed. It's Exhibits 189 and 190. I don't think we 14 need to look at them. 15 But the Mayor will testify that she was 16 invited out to dinner by you and Mr. Couprie, prior to a 17 trip you were making to Asia; and I think you've told us 18 that -- 19 A: Yeah. 20 Q: -- correct? 21 A: Correct. 22 Q: And she will say the reason for the 23 invitation, and the reason for the dinner, is because you 24 and Mr. Couprie wanted to get her ideas regarding hotel 25 operators in Asia that might be interested in developing 2155 1 the hotel next to the Living Arts Centre? 2 Do you remember that? Does that bring it 3 back? 4 A: That does bring it back, yes. 5 Q: And that she recommended to you that 6 you talk to the operators of the Shangri La -- 7 A: Correct. I do recall that now. 8 Q: -- because she'd been to that hotel. 9 She was impressed with that chain. At the time, there 10 was not a Shangri La in -- in Canada, and she thought it 11 would be a real coup for Mississauga to get the first 12 one. 13 A: Correct. 14 Q: Does that bring it back? 15 A: Yes, it does bring it back. 16 Q: That was the focus of the discussion 17 -- 18 A: Yes. 19 Q: -- at that dinner? And is it fair to 20 say that your mother, at that point, was excited about 21 the prospect that finally a hotel was going to be built, 22 or could be built, at -- at -- next to the Living Arts 23 Centre? 24 A: Correct. Very excited. 25 Q: For your mother, this was the jewel 2156 1 in the crown, wasn't it, Mr. McCallion? 2 A: Yes. 3 Q: She had devoted her -- her -- much of 4 her time as mayor to developing the city core of 5 Mississauga, and this was one (1) of the last remaining 6 pieces that she wanted to put in place in her lifetime, 7 correct? 8 A: Correct. 9 Q: So the focus of that dinner in the 10 dark at Pier 4 was figuring out which hotel operators 11 might be able to fulfill that dream? 12 A: Correct. 13 Q: And by the way, during the course of 14 the dinner you asked the Mayor -- you and Mr. Couprie, to 15 witness your signatures on some documents? 16 MR. WILLIAM MCDOWELL: Just -- just a 17 moment. Excuse me. 18 Professor Ratushny, in his book, The 19 Conduct -- or The Conduct of Public Inquiries, says at 20 the conclusion of a paragraph on page 321: 21 "Cross-examination by successive 22 parties should not be permitted, nor 23 should sweetheart questioning, where 24 parties with similar interests attempt 25 to place the Witness in a more 2157 1 favourable light." 2 So I -- I guess I make two (2) points. 3 First, it'll be for you to decide whether this is 4 sweetheart questioning, or a blistering cross- 5 examination, but secondly, I really -- if this is the way 6 it's going to be conducted, I really wonder what weight 7 one would assign to it at the end of the day. 8 COMMISSIONER DOUGLAS CUNNINGHAM: Not 9 much. 10 11 CONTINUED BY MS. ELIZABETH MCINTYRE: 12 Q: I take it, Mr. McCallion, that the 13 Mayor did not read those two (2) documents during the 14 course of the dinner? 15 A: No, she did not. 16 Q: Nor was there any further 17 conversation about their content? 18 A: There was no conversation about them. 19 Q: Nor have you reviewed them with the 20 Mayor since that time? 21 A: No. 22 Q: Let's talk about what benefit you 23 would have gotten if the WCD deal with OMERS had been 24 completed. Your mother will testify that she understood 25 throughout that you would be compensated as an agent in 2158 1 the usual course with a commission on the completion of 2 the sale if it closed? 3 A: Originally, yes. 4 Q: And she will testify that you never 5 told her that the co-owners had said they would not pay 6 you a commission? 7 A: No, I did not. 8 Q: Nor did you tell her that Tony 9 DeCicco wouldn't pay you a commission? 10 A: No, I did not. 11 Q: And there was no discussion between 12 you and the Mayor regarding your hopes that you would get 13 to be the signing agent for the sale of the condos? 14 A: No, I did not. 15 Q: And you never discussed with her the 16 conclusion, which you now seem to have reached, that you 17 might be entitled to some part of the shares of WCD? 18 A: No. 19 Q: The Mayor will testify that she 20 assumed that your interest in the WCD deal died when it 21 was terminated by the co-owners of January, 2009? 22 A: That would be correct. 23 Q: We've -- we've talked about the other 24 -- Mr. DeCicco and the fact that -- that -- that it was 25 you and not your mother who suggested bringing him into 2159 1 WCD. 2 A: It was me. 3 Q: And, in fact, I take it that you did 4 not ask the Mayor to vouch for his financial status with 5 the co-owners? 6 A: No, I did not. 7 Q: And with respect to the disputes 8 between Mr. Cook and the WCD, you said your mother tried 9 to act as a peacemaker between the two (2) of them? 10 A: Correct. 11 Q: I take it she wasn't successful in 12 that? 13 A: No, she was not. 14 Q: Okay. You've been asked Mr. Lax, 15 he's taken you through a long list of phone calls and 16 meetings and I don't proposed to do that, but with 17 respect to meetings betwe -- well, first of all, let me - 18 - let me ask you this: I take it that -- that the Mayor 19 has a very busy schedule? 20 A: Oh, very busy. 21 Q: And for you to have lun -- and she, 22 in fact, has a full-time scheduling clerk that works for 23 her? 24 A: Yes, she does. 25 Q: And for you to have lunch or dinner 2160 1 with her you actually have to make those arrangements 2 through the scheduling clerk? 3 A: Always. 4 Q: And you have had many dinners with 5 her and others, including, not only Tony DeCicco and Leo 6 Couprie, but many developers, many business people? 7 A: Many different business people. 8 Q: I take it she eats many of her meals 9 in restaurants with a variety of -- of people, including 10 yourself and many others? 11 A: Many others. 12 Q: What we're seeing in this Inquiry, 13 this list is -- is just a small sample of the lunches and 14 dinners she would have? 15 A: Oh, very small. 16 Q: And now you've told us that you 17 cannot remember what was discussed at many of these 18 lunches and dinners. 19 A: Well, we're talking over a period of 20 eight (8) years. 21 Q: I take it, sir, that you don't have a 22 particularly good memory; is that fair? 23 A: Well, she might say that, yes. 24 Q: With respect to Mr. DeCicco, in 25 particular, it was put to you with -- that many of those 2161 1 discussions would have involved WCD and you said you 2 couldn't remember any other business transactions. 3 I would suggest to you that there was -- 4 that Mr. DeCicco owned a property on Derry Land Road 5 (phonetic) where there was an issue with respect to 6 easement over another property, a restaurant next door. 7 A: Oh, yes. Grill One. 8 Q: And that there were a number of -- of 9 lunches or discussions between Mr. DeCicco and the Mayor 10 where you were present that may have involved the 11 resolution of -- of that problem? 12 A: That could be, yes. 13 MR. CLIFFORD LAX: I just -- I just rise 14 because I'm not going to have the opportunity to cross- 15 examine, and obviously what's going on right now isn't 16 exactly a cross-examination, it's purportedly a re- 17 examination, but I asked those questions and got answers. 18 I can't reopen the issue. 19 20 (BRIEF PAUSE) 21 22 CONTINUED BY MS. ELIZABETH MCINTYRE: 23 Q: Now, I'd like to take you to the -- 24 the interactions between your mother and the co-owners, 25 with respect to the WC proposal, and ask you whether you 2162 1 can recall, in the period leading up to the -- the 2 agreement of purchase and sale in January of 2007, do you 3 recall whether or not you advised the Mayor that there 4 was difficulty in setting up a meeting with the co- 5 owners? Do you have -- 6 A: No, if I -- 7 Q: -- any recollection of that? 8 A: -- made any comment, it would have 9 been it's just taking a long time. 10 Q: And with respect to the nex -- my 11 next question is: Did you ask her to set up any meeting 12 or to -- 13 A: No, I did not. 14 Q: -- intervene on behalf of WCD? 15 A: I did not do that. 16 Q: Okay. And we've -- we've heard a -- 17 a number of references to WCD being the Mayor's preferred 18 group. Do you have any recollection of her saying that 19 WCD was her preferred group? 20 A: I never had any recollection of that. 21 I believe that was the only group. 22 Q: That was my next question. Were you 23 aware of any other group that was -- that was 24 interesting, or came forward in -- to develop the hotel? 25 A: No. Nobody else, that I'm aware of. 2163 1 Q: Okay. And you suggested, Mr. 2 McCallion, that it was -- it was your idea to develop a 3 hotel. I take it you know that this was ot -- at that 4 location, at the Living Arts Centre? 5 A: It was odd? 6 Q: It was your idea? 7 A: Oh, correct. 8 Q: I take it that this was actually the 9 idea of the City of Mississauga, and had been their idea 10 for a number of years? 11 A: I believe it was a -- I believe it 12 was an idea of a lot of people. 13 Q: Well, I would like to take you to 14 Exhibit number 275. I've got the wrong exhibit number. 15 This is, I had thought, the exhibit number for the 16 brochure that -- that was put on the system from 1991. 17 Perhaps I could... 18 19 (BRIEF PAUSE) 20 21 Q: Thank you. This -- and if we could - 22 - this is a -- a marketing brochure from the Mississauga 23 City Centre from 1991. And if we could get a closeup. I 24 believe it's the next page. It's hard to read this 25 document. That says that they're -- I guess we don't 2164 1 have the original here. This is one (1) of the documents 2 that's difficult to put on the system. 3 But I put to you, sir, that as far back as 4 1991, that Mississauga was putting out a brochure 5 suggesting that a luxury hotel with conference facilities 6 was planned by the City of Mississauga? 7 A: Correct. 8 Q: Okay. 9 A: I'm familiar with the document. 10 Q: Okay. And if we could go then to 11 Exhibit 181. 12 13 (BRIEF PAUSE) 14 15 Q: This is a document entitled, 16 "Mississauga City Centre 1998 Marketing Group Partners." 17 There's a -- a list of -- of partners down the left 18 there, including Hammerson and Oxford Properties. 19 Are you familiar with this? 20 A: Yes, I am. 21 Q: And the Living Arts Centre is 22 identified on -- on this document. 23 How do we do the pointer? 24 25 (BRIEF PAUSE)
2165 1 2 A: I see it. 3 Q: Yes. And north of that then would be 4 the land in question, right -- 5 A: Correct. 6 Q: -- correct? And if we go to the next 7 page, we can see that being number 3, which at the time 8 was owned by Hammerson Canada Limited? 9 A: Correct. 10 Q: And that's 4.37 acres. Would also 11 contemplate a hotel at the south end to displace the 12 residential? 13 A: Correct. 14 Q: So again, this is put out by the 15 Mississauga -- City of Mississauga, and in conjunction 16 with marketing partners? 17 A: Yes, I -- I -- 18 Q: And -- 19 A: -- sat on that. 20 Q: You sat on that. So you were well -- 21 it was well known to everybody that the City's vision was 22 to put a hotel on that site? 23 A: Yes. 24 Q: And then if I could ask you to look 25 at Exhibit 182. This is a document from the Economic 2166 1 Development office of the City of Mississauga setting out 2 a development opportunity, and here the idea becomes more 3 specific, for a hotel conference centre. 4 Do you see that? 5 A: Yes, I see it. 6 Q: And if you could -- if we could go to 7 the second page. So this is a business quality hotel, et 8 cetera. If we go to the second page we can see that 9 there's a long list of hotel developers to whom this 10 proposal was apparently sent, including Marriott Hotels, 11 InterContinental, as well as a number of development 12 companies. 13 So this is the -- the very specific idea 14 of a luxury hotel next to the Living Arts Centre was in 15 fact the idea of the City of Mississauga? 16 A: Yes. 17 Q: And what you were doing was trying to 18 implement that idea? 19 A: Correct. 20 Q: And I take it that had you been 21 successful in doing so, that that would have been a 22 significant benefit to the City of Mississauga, correct? 23 A: Correct. And the Living Arts Centre. 24 Q: Yes. The City of Mississauga would 25 have got a much increased tax base? 2167 1 A: Correct. 2 Q: And it would have been a benefit, 3 obviously, to yourself? 4 A: Correct. 5 Q: And you've -- you've told us about 6 what you intended or what you anticipated getting out of 7 that transaction if it was completed. 8 A: If it was completed, yes. 9 Q: Okay. Now, turning to the -- the -- 10 your dealings with City staff regarding the -- the WCD 11 proposal. And you've testified about meetings you 12 attended, discussions you had with Mr. Sajecki, Ms. Ball, 13 and others. 14 I take it that your mother didn't attend 15 any of those meetings? 16 A: I believe not, no. 17 Q: And, in fact, you did not discuss 18 with your mother what happened at those meetings. 19 A: Oh, definitely not. 20 Q: In fact, I would suggest to you that 21 at the outset of your proposed project, she told you not 22 only would she have to declare a conflict if your project 23 came before council, but that she would not involve 24 herself in staff diss -- discussions around the 25 development aspects of your project -- 2168 1 A: Correct. 2 Q: And I just want to ask you about the 3 Peel regional bylaw on development fees. We've heard the 4 Peel Region passed a bylaw which changed the development 5 fees that were applicable to projects, including WCD, 6 sometime in the fall of 2007. 7 A: Correct. 8 Q: And you were aware of that? 9 A: No, I was not. 10 Q: Okay, are you now aware of that? 11 A: I am now aware of it, yes. 12 Q: And are you now aware that there were 13 transitional provisions that were included with that 14 bylaw that had the effect of red circling some projects 15 that were already in the works? 16 A: At the time I was not, no. 17 Q: Okay. How did you become aware of 18 that? And you apparently now are aware of it, correct? 19 A: Yes, now. Well, I was aware of it 20 after the fact, and I was brought -- I was notified of it 21 by Mr. De Zen because were selling homes in Brampton, 22 which meant we had to pre-site the homes in order to get 23 our permits in on time, regarding the development charges 24 in Brampton. 25 Q: Mr. De Zen, is it? 2169 1 A: Yes. 2 Q: Okay, D-E Z-E-N? 3 A: Yes. 4 Q: Did you have any discussions with 5 your mother about those development fees and how they 6 would be applied to -- to the WCD project? 7 A: No, I did not. 8 Q: Or the transitional provisions? 9 A: No, I didn't even know about them. 10 Q: With respect to the negotiations with 11 the co-owners in the fall of 2008, and you've been taken 12 to -- to various emails and discussions around proposed 13 amendments to the deal. 14 A: Yes. 15 Q: And there wa -- Mr. Lax this morning 16 took to you emails appointed to a discussion with respect 17 to selling -- getting rid of the hotel conditions, upping 18 the purchase price, and closing the deal. Remember Mr. 19 Lax taking you to that? 20 A: Yes, I do. 21 Q: Did you ever have any discussions 22 with your mother about the possibility of selling those 23 lands for the -- for the building of condos without a 24 hotel being included? 25 A: No, I did not. 2170 1 Q: What would her reaction have been, do 2 you think, if you had told her that there was a proposal 3 in the works to sell that land for building condos but no 4 hotel? 5 A: Not very happy. 6 Q: Would she have agreed with that 7 approach? 8 A: I can't tell you what she would have 9 said, but she wouldn't have been happy. 10 Q: But you do not recall having those 11 discussions? 12 A: I did not have those discussions, no. 13 Q: And you said that WCD itself never 14 backed away from the building of the hotel. 15 A: No, we did not. 16 Q: It was a matter of timing? 17 A: Timing only. 18 Q: Now, in terms of -- in terms of the - 19 - the termination of the WCD deal -- 20 A: Yes. 21 Q: -- the Mayor will testify that she 22 attended at a meeting with Mr. Kitt and Mr. DeCicco on 23 December 15th of 2008, and at that time was convinced 24 that WCD could not come through with an appropriate 25 hotel, and therefore, the deal had to be terminated. 2171 1 Did she discuss that with you at the time? 2 A: No, and I was not aware of the 3 meeting. 4 Q: Did she have any discussions with you 5 about the impact on you and your -- your anticipated 6 commission before agreeing that the deal should be 7 terminated? 8 A: Not with me. 9 Q: The settlement of the WCD litigation 10 with the co-owners, you have testa -- testified about 11 Dave O'Brien offering to mediate a settlement and said 12 that it was raised during a golf Tournament. 13 Is it your evidence that Mr. O'Brien spoke 14 to your mother about it at that golf Tournament? 15 A: I cannot say if he spoke to her. He 16 did speak to me, though. 17 Q: You've told us about your attendance 18 at two (2) meetings between Mr. DeCicco and Mr. O'Brien 19 and said that you were not part of the final settlement 20 discussions, and, in fact, you didn't know what they were 21 until the Inquiry commenced. 22 So I take it you never discussed the terms 23 of the settlement with your mother? 24 A: No, I did not. 25 Q: In fact, I take it that you didn't 2172 1 discuss the details of these meetings, or really anything 2 about this, with your mother? 3 A: No. 4 Q: Now, with respect to your interest in 5 this settlement, I'm a little confused about -- about 6 your testimony on this. 7 You said to Mr. Gover that your -- you 8 thought your entitlement was limited to repayment of the 9 loans that you had made or arranged. 10 A: Correct. 11 Q: Presumably plus interest? 12 A: I wasn't expecting interest. 13 Q: Okay. But minus the monies that you 14 took out? 15 A: Minus the monies I took out, yes. 16 Q: And you said to Mr. Gover that 17 ultimately it would be up to Mr. Couprie? 18 A: Correct. 19 Q: No, Mr. Couprie, correct? Isn't that 20 what -- 21 A: Mr. Couprie. 22 Q: -- you told us? Yes. 23 A: Yes. 24 Q: That's what you told Mr. McDowell, I 25 believe. 2173 1 A: Yes. 2 Q: Then you told Mr. Lax that, in fact, 3 you agreed that you might be entitled to 16 percent? 4 A: I said that that's the way the 5 agreements read at this point. 6 Q: So I take it that now that you've 7 been taken through the documents by a number of lawyers, 8 that that's in interpretation that can be put on those 9 documents? 10 A: That is correct. 11 Q: But I take it you don't actually feel 12 you're entitled to any more than what you put into it. 13 Is that -- 14 A: I'm not entitled to any more than 15 what I put in. 16 Q: And I'd -- I'd actually like to take 17 -- 18 A: I would believe that Mr. Couprie 19 would be entitled to some of it though. 20 Q: I would like to actually take you to 21 the documents. But I know you've been taken to them a 22 number of times, but if we could look at -- at -- at 23 Exhibit 190, please. 24 25 (BRIEF PAUSE) 2174 1 Q: And this is the declaration of trust 2 that is -- that was witnessed by the Mayor at that 3 dinner. But it was January 25th through January 29th, 4 correct? 5 A: Correct. 6 Q: And it says that -- now going into 7 this, I take it that Mr. Couprie held 100 percent of the 8 shares? 9 A: I -- 10 Q: Mr. -- 11 A: I believe, yes. 12 Q: Mr. Lax took us through the exchange 13 with the lawyers this morning that transferred the entire 14 interest to him. And this says that he's holding 80 15 percent of those shares in trust for you, correct? 16 A: Correct. 17 Q: And that he won't deal with them 18 except with your instructions and consent. So he could 19 deal with them if you gave him consent, correct? 20 A: Correct. 21 Q: Okay. It also says here that you're 22 to pay him double the amount of money advanced by WCD for 23 the deposit. So that's -- 24 A: Correct. 25 Q: -- seven hundred and fifty thousand 2175 1 (750,000), plus seven hundred and fifty thousand 2 (750,000)? 3 A: Correct. 4 Q: And at this point, as I understand 5 it, Mr. Couprie has gotten back seven hundred and fifty 6 thousand (750,000)? 7 A: Correct. 8 Q: But he hasn't got his additional 9 seven hundred (700) -- 10 A: No, he does not have it yet. 11 Q: So whatever -- whatever the -- the 12 legalities are at the end of the day, he's at least 13 entitled to another seven hundred and fifty thousand 14 (750,000)? 15 A: According to that, yes. 16 Q: Okay. So at this point, he's holding 17 80 percent of the shares in trust, subject to disposing 18 of them with your agreement. 19 So then we go to 190 -- Exhibit 193, which 20 is the Shareholders' Agreement with Mr. Cook, where Mr. 21 Couprie transfers 20 percent of the shares to Mr. Cook, 22 correct? 23 A: Correct. 24 Q: And you were aware at that -- of that 25 at the time? 2176 1 A: I was aware of it. 2 Q: And you agreed with it? 3 A: I didn't sign any documentation, but 4 I was aware of it, yes. 5 Q: But did you agree with it or 6 disagree? 7 A: Well, I didn't disagree, so I had to 8 agree, I guess. 9 Q: And then we've got the agreement in 10 193 -- sorry, 193, Exhibit 193, which is the trust and 11 Shareholders' Agreement between Landplex and Mr. Couprie, 12 which is August 1st, 2007. Well... 13 It is -- I think it's actually, perhaps, 14 page 23 of the same document. 15 16 (BRIEF PAUSE) 17 18 Q: Can we try 197? If we can go just 19 down a bit. 20 Now, Mr. Lax suggested to you that you -- 21 whoa, thank you -- that you were the beneficial owner of 22 80 percent of the shares. In fact, this document says 23 that Mr. Couprie is the beneficial owner of 80 common 24 shares. Do you see that? 25 A: Yes. 2177 1 Q: But in any event, the effect of this 2 was to transfer to -- to Mr. DeCicco 80 percent of 3 whatever Mr. Couprie's interest was? 4 A: Correct. 5 Q: And you were in a -- you were aware 6 of that? 7 A: Yes, I was. 8 Q: And did you agree with it? 9 A: I agreed with it. 10 Q: Okay, you consented to that. Thank 11 you. 12 I would like to ask -- jump forward to 13 August/September of 2009 and the issue of the affidavit. 14 The Mayor will testify -- and I want to 15 know if you -- you recall this, Mr. McCallion -- that 16 prior to any of the affidavits being signed, she was told 17 by either yourself, or by Mr. DeCicco, or by Mr. 18 Bisceglia that they would be commencing litigation on 19 behalf of WCD as against the co-owners. 20 A: Yes. I don't remember who would have 21 told her though. 22 Q: But you knew she was aware of that. 23 A: She was aware of it, yes. 24 Q: And she will testify that she was 25 told that there would be affidavits filed by yourself and 2178 1 by Mr. DeCicco -- 2 A: Yes. 3 Q: -- and that those affidavits would -- 4 would say that she attended a number of meetings in 5 connection with WCD. 6 A: Yes. 7 Q: Do you remember that? 8 A: Yes. 9 Q: And that her response to that was, Do 10 what you have to do. Do you remember that? 11 A: I don't remember that, no. 12 Q: I take it that you also don't recall 13 her actually reviewing any of these affidavits. 14 A: No. 15 Q: But you do recall her calling you up 16 when she learned that an affidavit had been filed in 17 court in which you said you were a principal of WCD. 18 A: Correct. 19 Q: And I take it that she indicated to 20 you in that phone call that she was very surprised that 21 you were being represented as a principal of a dub -- of 22 WCD. 23 A: Yes. 24 Q: That it was not her understanding 25 throughout that that was what you were. 2179 1 A: Exactly. 2 Q: And she said to you, something to the 3 effect, Are you a principal of WCD. And you said, no, 4 you're not. 5 A: Yeah, it is correct. 6 Q: And at the time, you didn't tell her 7 -- this time, you didn't tell her about the loans, right? 8 A: No. 9 Q: You didn't tell her about the money 10 you'd put in or taken out. 11 A: No. 12 Q: You didn't tell her any of those -- 13 those transactions that we have reviewed here. You 14 didn't -- 15 A: No. 16 Q: You told her that your name was on 17 nothing. You told her that you weren't a shareholder. 18 A: That is correct. 19 Q: And she said to you -- well, I think 20 she asked you, did she not, if you had gotten independent 21 legal advice before you filed the affidavit. 22 A: I don't recall if she asked that. 23 But if she asked it, I would have answered, no, I did 24 not. 25 Q: And I take it she encouraged you to 2180 1 make sure that the documents filed in court were 2 accurate. 3 A: Yes. 4 Q: Mr. McCallion, I would suggest to you 5 the bottom line, sir, is that you misled your mother with 6 respect to your actual role in WCD. 7 A: Misled or I wasn't aware of it at the 8 time? 9 Q: You led her to believe that your only 10 involvement with WCD was as an agent. 11 A: Correct. 12 Q: And that when you had the 13 opportunity, when she confronted you in August of 2009 14 around the affidavit and what your role was, you again 15 misled her with respect to your real role in WCD. 16 A: At the time, I expressed what I 17 thought my role was. 18 Q: Finally, I want to ask you about some 19 evidence you gave when Mr. Gover was asking you 20 questions. You talked about the impact on your real 21 estate practice and the fact that your mother has been 22 the Mayor for your entire adult life, and you said there 23 were some detriments and some benefits. 24 In dealing with the City staff of 25 Mississauga, and I take it you've had to deal with them 2181 1 in a number of transactions, not just this one? 2 A: Correct. 3 Q: Do you receive any preferential 4 treatment from the City staff because of your 5 relationship with the Mayor? 6 A: Absolutely not. 7 Q: Why do you say that? 8 A: Because they're very cautious when 9 they see me coming. 10 Q: With respect to the WCD deal in 11 particular, did you get any prefer -- did WCD get any 12 preferential treatment from the City staff? 13 A: Not at all, in my eyes. 14 Q: And what about from the owners? 15 A: I can't answer about the owners. 16 Q: And what about from your mother and 17 her interactions with OMERS on behalf of WCD? Did you 18 get any prefer -- did WCD get any preferential treatment 19 because of your relationship with the Mayor? 20 A: I would say, no. 21 Q: Thank you. I have no further 22 questions. 23 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 24 you. Mr. McDowell...? 25 MR. WILLIAM MCDOWELL: Just a few 2182 1 questions. 2 3 (BRIEF PAUSE) 4 5 COMMISSIONER DOUGLAS CUNNINGHAM: Mr. 6 Gover -- ordinarily I would have asked Mr. Gover -- 7 MR. WILLIAM MCDOWELL: I -- I didn't see 8 him rise, so I didn't -- 9 MR. BRIAN GOVER: Yeah. No, fair enough. 10 COMMISSIONER DOUGLAS CUNNINGHAM: Do -- 11 do you have some re-examination? 12 MR. BRIAN GOVER: And -- and I don't, in 13 fact, and I had just said to Mr. McDowell, ordinarily 14 there would be a right of re-examination. I was not 15 seeking to exercise it, and I was letting him know that - 16 - that I wasn't holding anyone to that right. Thank you. 17 MR. WILLIAM MCDOWELL: I didn't sense Mr. 18 Gover looming there, so I -- I got up. 19 20 RE-CROSS-EXAMINATION BY MR. WILLIAM MCDOWELL: 21 Q: Just a -- a few questions, sir. You 22 gave evidence with respect to the number and frequency of 23 telephone calls through 2007/2008 from Mr. DeCicco to 24 your mother, the Mayor. 25 A: Yes. 2183 1 Q: And Ms. McIntyre has elicited from 2 you that you didn't tell your mother anything about Mr. 3 DeCicco's role in this company and that effectively, she 4 knew nothing about his ownership interest. 5 A: Well, she may have, but not from me. 6 Q: All right. What did you think she 7 understood to be Mr. DeCicco's role with WCD? 8 A: Owner, manager. 9 Q: Owner. 10 A: Financier. 11 Q: Right. You told us, or it was 12 suggested to you, that you never discussed with your 13 mother the basis upon which you were going to be 14 compensated, in commissions or otherwise? 15 A: No, I did not. 16 Q: Right. You don't mean to suggest to 17 us that your mother thought that getting into the WCD 18 transaction was just a wholly altruistic act on your 19 part. 20 She understood that you were going to be 21 compensated in some way, I take it. 22 A: At some way, yes, but I didn't 23 discuss how or how -- or when. 24 Q: Fair enough. And you didn't get into 25 the specifics of the commission arrangements, if there 2184 1 were any, in fact. 2 A: Exactly. 3 Q: All right. You discussed this 4 festive dinner on January the 25th, 2007, down at Pier 4. 5 And it was suggested to you, and you now recall, that 6 there were discussions about your mother -- 7 A: Suggestion. 8 Q: -- suggest -- suggesting hotels in -- 9 in Asia that you might want to visit, for example, the 10 Shangri La and others? 11 A: Correct. 12 Q: And did you have any discussions with 13 these hoteliers? 14 A: We visited them. 15 Q: Did you discuss with the management 16 of the hotels? 17 A: No, we did not. 18 Q: No. As I understand it, your mother 19 will come and testify that you -- that she suggested to 20 you that having regard to the contents of the affidavit 21 that you had sworn, it was important that you get 22 independent legal advise, and you can't recall whether or 23 not that was something that she said to you? 24 A: I don't recall that specifically, no. 25 Q: You do recall, I take it, that once
2185 1 you had had a look at the affidavit and the error had 2 been pointed out to you, that you did get independent 3 legal -- get you got legal advise from your mother's 4 lawyer, effectively, Mr. Schwarz, and his firm? 5 A: No. 6 Q: That's who swore -- that's who 7 commissioned the second and third affidavits? 8 A: They commissioned it. That's all 9 they did. 10 Q: They gave you no advice? 11 A: No. 12 Q: Did you seek any advise from them? 13 A: No. 14 Q: Okay. Thank you, sir. 15 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 16 you. Thank you very much, Mr. McCallion. 17 THE WITNESS: Thank you. 18 COMMISSIONER DOUGLAS CUNNINGHAM: You may 19 step down. 20 21 (WITNESS STANDS DOWN) 22 23 COMMISSIONER DOUGLAS CUNNINGHAM: Now, we 24 have a brief witness. How brief? 25 MR. WILLIAM MCDOWELL: I would think 2186 1 about twenty (20) minutes or twenty-five (25) minutes in- 2 chief. 3 COMMISSIONER DOUGLAS CUNNINGHAM: All 4 right. Well, why don't we take a very brief -- let's 5 take ten (10) minutes and come back. I -- I want to get 6 the final witness on this afternoon if we can. 7 MR. WILLIAM MCDOWELL: Yes. 8 THE COURT CLERK: Order. All rise, 9 please. 10 MR. WILLIAM MCDOWELL: Commissioner, just 11 right before you're leaving, we only have one (1) witness 12 to do. 13 COMMISSIONER DOUGLAS CUNNINGHAM: Oh, do 14 we? 15 MR. WILLIAM MCDOWELL: Yes, we dispensed 16 with the other one. Thanks. 17 THE COURT CLERK: The Inquiry stands 18 recessed for ten (10) minutes. 19 20 --- Upon recessing at 3:37 p.m. 21 --- Upon resuming at 3:50 p.m. 22 23 THE COURT CLERK: Order. All rise, 24 please. The Inquiry is reconvened. Please be seated. 25 COMMISSIONER DOUGLAS CUNNINGHAM: If we 2187 1 could swear Mr. Latimer, please. 2 THE COURT CLERK: Do you wish to be sworn 3 on the Bible or make an affirmation? 4 MR. MICHAEL LATIMER: The Bible is fine. 5 THE COURT CLERK: Hold the Bible in your 6 right hand, please, and state your name in full. 7 MR. MICHAEL LATIMER: Robert Michael 8 Latimer. 9 THE COURT CLERK: Spell your last name 10 for the record. 11 MR. MICHAEL LATIMER: L-A-T-I-M-E-R. 12 13 ROBERT MICHAEL LATIMER, Sworn 14 15 EXAMINATION-IN-CHIEF BY MR. WILLIAM MCDOWELL: 16 Q: Mr. Latimer, you are the Executive 17 Vice President and Chief Investment Officer of OMERS, I-- 18 A: Yes. 19 Q: And you have held that position since 20 January 1st of this year? 21 A: Yes. 22 Q: Now, we simply ask everybody this: 23 Tell us about your education before going into business. 24 A: Oh, well, my education, I'm -- I'm a 25 graduate -- business graduate from McMaster University 2188 1 where I currently happen to be on the Board of Governors. 2 Q: And you say that you've got thirty 3 (30) years of corporate leadership experience in public 4 and private companies. Before OMERS just go back a few 5 years and tell us -- 6 A: Sure. 7 Q: -- about your background. 8 A: Maybe I'll take you back as far as 9 Trizec Corporation where I was the President of the 10 Canadian office company; Executive Vice President of the 11 corporation. From there I went to OMERS Realty 12 Corporation where I was their Managing Director, and from 13 there over to Borealis, and then from there to Oxford 14 Properties as their President and CEO. 15 Q: Right. So when we're talking about 16 the City Centre/WCD land deal, what capacity were you in 17 at that point? 18 A: When I -- during my tenure at -- at 19 Oxford? 20 Q: Right. 21 A: The President and CEO. 22 Q: Right. And that's throughout -- if 23 we just take the years 2005 onwards, is that the position 24 you held during that -- 25 A: Yes, I -- actually since the 2189 1 beginning of 2004. 2 Q: Right. Now, we have had fairly 3 extensive evidence about the -- where the lands were, and 4 the -- the ownership structure between the -- the co- 5 owners. 6 What was your understanding about the 7 historical position, if I can put it that way, of the 8 City and the Mayor, with respect to developing the 9 downtown core, specifically with respect to a -- to a 10 hotel complex? 11 A: Well, the -- the City of Mississauga 12 and their official plan, I mean, they were really 13 shifting to what I would call more of an -- an urban 14 orientation, so more like the City of Toronto, quite 15 frankly, and the -- a hotel was always envisioned as part 16 of the overall development scheme. And so we, of course, 17 with our ownership interest in -- in Square One, had a 18 pretty significant role as it relates to that. 19 So, you know, I mean my view it was that 20 the official plan was a -- was an evolution that was 21 there from -- from the day that we bought Hammerson 22 Canada, which is when we actually picked up our interest 23 in Square One, and it was always a vision to develop it 24 beyond a suburban mall environment. 25 Q: And was this goal specific to the 2190 1 Mayor, or was it more broad than that, as far as you 2 understood? 3 A: No, it's more broad. It's -- it's 4 encompassed in their -- in their official plan. 5 Q: All right. Now, with respect to the 6 Mayor, not just with respect to this project, what's it 7 like -- what was it like being the CEO of Oxford, dealing 8 with the -- the Mayor of Mississauga? 9 A: Well, you know, my own view of -- of 10 the Mayor is that she's a very focussed individual. She 11 has a desire to see the execution of the official plan, 12 which is in place in Mississauga, and she was certainly 13 out there championing the cause to have different things 14 developed. 15 And frankly if you look at it, I mean, you 16 know, from our perspective, it's the sixth largest 17 municipality in Canada, it's probably got upwards of 18 sixty (60) of the Fortune 500 companies situated here, 19 and so, you know, these things are good for us. I mean, 20 we've got $400 million invested in -- at our -- at our 21 interest in -- in Square One. 22 Q: And does the Mayor deal with things 23 personally, or does she delegate everything down? 24 A: I'd say it was a combination, but 25 she's definitely hands-on. 2191 1 Q: Now, in dealing with the City, 2 obviously from time to time you deal with the Mayor, but 3 do Oxford officials deal with municipal officials? 4 A: Yes, we would. I mean, you know, 5 maybe I'd explain it in this way, we -- we are -- manage 6 our own -- our -- our money, so our -- we're direct 7 management. So when you actually view Oxford, we have -- 8 we don't use third party managers, and so our style of 9 business would have -- would have us with multiple people 10 across our organization. So you would have had exposure 11 to our development group, as an example. 12 Q: Right. 13 A: And so that development group would 14 deal with the transportation department, the planning 15 department, you know, various relationships which would 16 exist across our organization, and of course, across the 17 City. 18 Q: And are these relationships ones that 19 you -- that you -- your officials developed over the 20 years, but particularly City officials? 21 A: That -- that does take place, and 22 that's -- frankly, that's beneficial for us to know the 23 people we're dealing with. 24 Q: Now, talking about third party 25 managers, do I take it that AIM is set up with third 2192 1 party managers in Ontario at least? 2 A: They have a different business model 3 than we do; they utilize third party managers. 4 Q: Right. So in other words, these are 5 people who own their own businesses and then provide 6 advice to AIM. 7 Is that a fair way of putting it? 8 A: That's fairly put. 9 Q: Now, in the fall of 2005, I gather 10 there was some contact with the Mayor in relation to the 11 notion of a four-star hotel in the City Centre. I wonder 12 if we could pull up OMR002002891, which I think is 13 Exhibit 258. 14 15 (BRIEF PAUSE) 16 17 Q: So there had been an email which 18 related to the Mayor's contact with Paul Haggis. And I 19 know there was some prominence in the media of this email 20 today. But the Mayor had been fairly vigorous in 21 speaking with Mr. Haggis, and this is your email back. 22 Can you just give us a synopsis of the message in this 23 email. 24 A: I can. I -- just -- if I could ask 25 maybe to centre it. I just -- there's a portion of it on 2193 1 my screen that's been just cut off and -- 2 Q: Sure. Can you move that a little bit 3 -- no? 4 A: It would have to go to the right, 5 please. 6 Q: I'm not sure we can move that one for 7 some reason. 8 A: Okay. 9 10 (BRIEF PAUSE) 11 12 A: Well, I'll go -- let -- let -- allow 13 me -- if you can't move it, allow me to attempt to 14 respond to it then, Mr. McDowell. 15 So it's -- you know, there's obviously 16 some correspondence, which is in discussion, which has 17 gone on with Paul Haggis, who is the President and CEO of 18 OMERS, with the Mayor, and with -- with Fred Biro, who 19 is, I believe, the Chair of the OMERS Board of Directors. 20 And this was my response back to Paul, in 21 wanting to make it perfectly clear how we would conduct 22 our business and -- and the fact that our responsibility, 23 specifically, my responsibility on behalf of OM -- OMERS 24 and Oxford, specifically, as their president and CEO, was 25 to -- to make sure that we got the right decisions and 2194 1 the right uses and that we executed things that were 2 appropriate for us. 3 Q: Right. 4 A: And so respective of what others and 5 third parties may desire, our focus and responsibility 6 was to our shareholders. 7 Q: So you say: 8 "Our decisions may not always be 9 popular. It may not fit a third party 10 agenda." 11 So, in other words, that they may or may 12 not align with the City, I take it? 13 A: In that case, yes, I -- I think I was 14 making specific reference to the City. 15 Q: And then the next paragraph: 16 "We -- we have no intention to 17 frustrate the Mayor, nor, frankly, 18 would it be in our best interest as you 19 would expect in our investments in 20 Mississauga." 21 So just to pause there, you know, what is 22 your attitude about getting on with the Mayor of a major 23 municipality if you've got big land holdings in the -- in 24 the city? 25 A: It -- it's fundamental. It's 2195 1 extremely important at the end of the day. And so, 2 whether it's the Mayor's office, Mr. McDowell, what asked 3 me, or whether it's through the Planning Department or -- 4 or other departments, it's very important to have a 5 relationship with the party you're doing business with in 6 the City. 7 Q: Right. So you set to -- to see 8 whether your interest can align, but at the end of the 9 day the interest of your stakeholders, your shareholders, 10 are -- are paramount. 11 A: Yes. 12 Q: Now, the Mayor had been quoted in the 13 -- in one (1) of the emails about being frustrated that 14 there had not been a sale to her preferred group, and I 15 guess your response to that notion is answered in this 16 email. 17 Were you concerned about Peter McCallion's 18 involvement of WCD when you learned about it? 19 A: No. 20 Q: Maybe I should start by asking you 21 when you learned about it. 22 A: I'd say probably right from the -- 23 from the -- the get go. So let -- let me describe that 24 as probably late 2005, 2006. 25 Q: All right. And -- 2196 1 A: Early 2006, that's correct. 2 Q: And then I cut you off. Did that 3 cause you any concern? 4 A: No. 5 Q: Just explain that for us. 6 A: You know, he was a real estate agent; 7 we're accustomed to dealing with real estate agents. I 8 know that -- that our organization, when we -- there's a 9 specific document here on May the 1st where -- where the 10 way we conduct our business, our Executive Committee 11 would have -- would have reviewed, as a part of our 12 process, how we were going to view going forward with -- 13 with the WCD. 14 So, as part of the normal course, we would 15 have -- have reviewed any involvement of Mr. McCallion 16 and the fact whether there was any commission payable. 17 And, at the end of the day, the agreement of purchase and 18 sale made specific reference that there would not be. 19 Q: All right. Is there a distinction 20 between just -- and I appreciate that you had no notion 21 that -- that he had any interest apart from being an 22 agent, but would there have been a distinction between 23 his commission received from whatever source as an agent 24 and a shareholding that he had in the proposed purchaser? 25 Would that have made any difference? 2197 1 A: I'm sorry, are you asking me would it 2 have made a difference? 3 Q: Yeah. 4 A: We weren't aware that he was a 5 shareholder. We understood him to be an agent. 6 Q: No, I appreciate that. But -- but if 7 you had, would that have made any difference? 8 A: We would have taken a different view, 9 yes. 10 Q: Right. And why is that? 11 A: Because we would have wanted to make 12 sure that -- that he was conducting himself accordingly. 13 Q: All right. Now, dealing with the 14 negotiations with WCD, to what extent were you involved 15 in the negotiations after the offer had been received? 16 A: Maybe I can just explain our -- our 17 business model. As I -- 18 Q: Sure. 19 A: -- as I said, I mean, I have a number 20 of direct reports. So, in this particular instance, 21 between the Executive Vice President of Asset Management, 22 Paul Brundage, and Ron Peddicord, as our Senior Vice 23 President of Development -- 24 Q: M-hm. 25 A: -- it would have been delegated to 2198 1 them. 2 Q: All right. And do you they keep you 3 aware -- or did they keep you aware, from time to time, 4 about what was going on? 5 A: They would keep me aware, in 6 addition, the Executive Committee Group that we have. 7 Q: Okay. Now, could we pull up 8 OMR001002395. 9 10 (BRIEF PAUSE) 11 12 Q: Two eight two (282) -- two eight two 13 (280). Two eighty (280) -- that's two eighty seven 14 (287). 15 16 (BRIEF PAUSE) 17 18 Q: So this is submitted to the executive 19 committee of Oxford? 20 A: That would be correct. 21 Q: Right. Explain to us the approvals 22 process. You began to, and I -- I -- I think I cut you 23 off. But how does this work? 24 A: So this would be the -- the committee 25 itself, the executive committee, would be represented 2199 1 with membership, which would include myself and my direct 2 reports. 3 So the sponsorship group would -- would 4 bring forward a recommendation. That recommendation, 5 without seeing the benefit of the entire document, would 6 capture what that recommendation would entail. 7 And as a result of assuming an approval, 8 then the management would then be responsible to go back 9 and effect the -- the direction from the committee. 10 Q: Right. And how much time would be 11 spent in an executive committee meeting dealing with 12 this, or is it just -- is it just done on kind of a 13 negative option basis, if anyone's got an -- an issue 14 with this -- 15 A: Well, there's always -- there's 16 always discussion. It depends on -- this could have been 17 part of a multiple agenda. We wouldn't necessarily just 18 deal with one (1) thing at a time. But there would be 19 the appropriate amount of time spent to deal with it. 20 Q: Now, the OMERS Investment Committee 21 was also advised of this, I take it. If we could pull up 22 OMR001002225. 23 COMMISSIONER DOUGLAS CUNNINGHAM: Do you 24 have a number? 25 MR. WILLIAM MCDOWELL: Just a second. 2200 1 THE COURT CLERK: Two eighty three (283). 2 COMMISSIONER DOUGLAS CUNNINGHAM: Two 3 eighty three (283), there we go. 4 5 CONTINUED BY MR. WILLIAM MCDOWELL: 6 Q: So this is Oxford passing up the line 7 the -- the submission with respect to this transaction? 8 A: That is correct. 9 Q: And is that -- again, I -- I don't 10 want to get too far into this. 11 But is this put before the -- the OMERS 12 investment committee as sort of an information item, or 13 is there a full discussion there as well? 14 A: It would have been put forward as an 15 information item, but there would have been -- in this 16 particular case, I would have been responsible to address 17 the item, and to deal with any Q&A. 18 Q: Now, I know that in your Will Say 19 document you speak of protracted negotiations. 20 Negotiations were carried on with the assistance of -- of 21 teams of lawyers on both sides, I take it. 22 A: Yes. 23 Q: And we know that these went over a 24 period of about eight (8) months. Could you speak to two 25 (2) issues in the negotiations; one (1) the sale price of 2201 1 the lands, and two (2) the -- the use that Oxford 2 envisioned for the lands. How important is price in the 3 scheme of things? 4 A: It was secondary. 5 Q: Can you speak to the issue of use and 6 why use is important, given the Square One landholder? 7 A: Use, at the end of the day, I mean, 8 actually drives -- drives value. I mean, if you -- if 9 you view our business, we're in the value creation 10 business. 11 Our material investment in the City of 12 Mississauga is Square One, the shopping centre. And so 13 where we have an opportunity to actually add 14 complementary uses, util -- utilizing and letting someone 15 else put their capital at risk to do that, but it's 16 complimentary to our shopping centre -- 17 Q: Okay. 18 A: -- frankly, at the end of the day, 19 that's good use of -- of their capital on our behalf for 20 value creation. 21 Q: All right. And when you consider the 22 use of having a -- a hotel, or a high -- and the high- 23 rise condominium project right next to the Square One 24 lands, how does that feature in your evaluation of that 25 as a -- as a -- an ideal use? 2202 1 A: I think it's a very good use. It was 2 part of the official plan, and it was seen as something 3 that was complimentary to the development of a City 4 Centre. 5 Q: All right. Would it have been better 6 to have the thing all condos as opposed to condos and a 7 four-star hotel, from the point of view of use? 8 A: No. My -- my view is that that was 9 an appropriate use. 10 Q: Now, if you're considering a four- 11 star hotel in -- in this location in Mississauga, how 12 economically feasible would it have been to put a hotel 13 there? You've heard some evidence about that from a 14 number of people. 15 A: It would have been difficult. 16 Q: And why is that? 17 A: It's just -- it -- it -- it's -- any 18 hotel takes a period of time to actually mature. And so 19 those investment dollars, the initial return probably 20 would have been reasonably nominal. 21 So the -- you know, the mixed use, if you 22 will, the hotel in -- in concert with the residential, 23 would have actually helped the economics of an overall 24 development at the end of the day. 25 Q: And it's our understanding, based on 2203 1 the evidence we've heard, that that's becoming more 2 common with high-end hotels, combining them with 3 condominium projects? 4 A: Yes, it is. 5 Q: Now we won't go into the purchase and 6 sale agreement, but from your standpoint what were the 7 principal protections with respect to use in the 8 agreement of purchase and sale? 9 A: There were multiple conditions that 10 were in there that were in our favour, so it was a very 11 vendor favourable document as it related to specifics of 12 use, time of execution, the amount of deposits that were 13 required. 14 Q: And the idea, I take it, was to 15 ensure that WCD, in fact, was carrying forward with its 16 intention to put a four-star hotel on the property? 17 A: Yes. 18 Q: Now, again, you were kept up to speed 19 in some fashion as proposed changes were made to the 20 agreement before execution? 21 A: Yes. 22 Q: Did you have to sign off on the final 23 form of the agreement of purchase and sale or was that 24 entrusted to the lawyers? 25 A: That would have been delegated. 2204 1 Q: To the lawyers or to somebody -- to 2 your in-house legal staff? To whom was that delegated? 3 A: To our officers of our -- of -- of 4 Oxford. 5 Q: Right. Now were you aware of who the 6 principal was of WCD at the time the negotiations were 7 taking place? 8 A: I understood it to be Murray Cook. 9 Q: Did you know Murray Cook? 10 A: I did not. 11 Q: And did you become aware at some 12 point in 2008 that there had been a change in the 13 ownership group at WCD? 14 A: At one (1) point I was informed by 15 our management. 16 Q: And who did you understand to be the 17 new owner or proponent at WCD? 18 A: Mr. Tony DeCicco. 19 Q: And did you know what his interest 20 was, whether he was a principal shareholder or a 21 shareholder, or what was your understanding of his 22 capacity within the company? 23 A: I -- I was not aware. 24 Q: Now we have heard a fair amount of 25 evidence about negotiations from February onward with
2205 1 respect to amendments to the agreement of purchase and 2 sale and specifically with respect to extensions sought, 3 some of them contemplated by the original agreement, some 4 of them outside the agreement. 5 What was your attitude generally about the 6 grant of extensions? 7 A: I -- I was -- I was fine with the 8 extensions. 9 Q: Now this -- we've heard evidence here 10 that in the early going, in the fall of 2007 -- or sorry, 11 the early going in 2006 going into 2007, it had been Ron 12 Peddicord who had been handling the negotiations. And I 13 gather than Michael Kitt joined Oxford in the fall of 14 2007; is that right? 15 A: Yes, November 2007. 16 Q: And can we just have a look at one 17 (1) of these emails dealing with extensions, which is 18 OMR001002339. 19 MS. NAOMI LOEWITH: Exhibit 285. 20 21 CONTINUED BY MR. WILLIAM MCDOWELL: 22 Q: Exhibit 285. And so the bottom one 23 there: 24 "Hazel [the Mayor] is said to have 25 called via Michael Nobrega and asked 2206 1 that WCD be given six (6) more months 2 to find a hotel." 3 Was it your understanding that she had 4 been put on to Mr. Kitt by Mr. Nobrega about the 5 extension? 6 A: I don't recall the specifics of -- of 7 that. 8 Q: And then you indicated your -- your 9 assent to the extension at the top email there? 10 A: Yes, I did. 11 Q: Was there anything unusual in your 12 view about the Mayor being in contact with Mr. Nobrega to 13 get the extension and the -- the developer himself not 14 calling? 15 A: It wasn't unusual for the Mayor to 16 contact people across the organization. 17 Q: So that was sort of standard practice 18 as far as -- 19 A: Yes. 20 Q: -- you were concerned? 21 Now there had been a clause in the 22 agreement that allowed for the repurchase of Block 9 23 apart from the hotel site for ten dollars ($10) if the 24 hotel was not substantially performed within a certain 25 period of time, what was the reason for that clause in 2207 1 the first place? 2 A: It was -- frankly, specific 3 performance to the extent they weren't -- they weren't 4 able to execute on the hotel. We wanted to ensure that 5 we had the rights to -- to secure our property back. 6 Q: Right. And you'd have to spend a lot 7 of money if it was partly completed itself, I take it? 8 A: There would be major complications, 9 yes. 10 Q: Now, what was your understanding 11 about the ability of WCD through the fall of 2008 to 12 actually meet the hotel conditions? 13 A: I -- I would -- I would offer that as 14 you -- you got to late 2008, it was becoming quite 15 obvious that they weren't going to be able to meet those 16 conditions. Another comment I'd offer is 2008 was a 17 fairly difficult economic environment. 18 Q: Okay. So if we could pull up 19 OMR002002558, this is this memorandum from the 15th of 20 December 2008. 21 22 (BRIEF PAUSE) 23 24 Q: This sets out, for your benefit, a 25 chronology for Mr. Filipetti with respect to the progress 2208 1 on the conditions of the agreement. And this memorandum 2 contemplates that the agreement was going to be 3 terminated? 4 A: Could I just -- 5 Q: Can you just go up to the top again-- 6 A: Can you scroll back up to the top -- 7 Q: -- just for a second please? 8 A: -- of that, up to the top. 9 Q: Thank you. 10 A: Yes. 11 COMMISSIONER DOUGLAS CUNNINGHAM: You've 12 got your book there. It's Tab 8, I think, if you want to 13 look at it there. And by the way, I apologize. 14 THE WITNESS: Thank you. 15 COMMISSIONER DOUGLAS CUNNINGHAM: I'm 16 finding it very warm in here, and I know it's -- I'm not 17 sure why that is, but -- 18 MR. WILLIAM MCDOWELL: Nobody else is. 19 COMMISSIONER DOUGLAS CUNNINGHAM: Yeah. 20 If anybody out there is watching, if they could do 21 something about it? 22 23 CONTINUED BY MR. WILLIAM MCDOWELL: 24 Q: So this -- in any event, we know that 25 the -- the deal was terminated on January the 9th, but -- 2209 1 of the next year. 2 But what was your assessment of the 3 advisability of terminating the Agreement of Purchase and 4 Sale, as this memorandum seemed to contemplate? 5 A: It would be in concurrence with the 6 memorandum. 7 Q: What consideration did you give to 8 the fact that the economy had really slowed down, that 9 credit was difficult to get, that WCD were looking for 10 further extensions and so on? 11 A: I think earlier on, we made -- there 12 was an amendment that was made to -- to the agreement. 13 But quite frankly, at this juncture, it was pretty 14 obvious that things weren't going to come together, and - 15 - respective of the economy. 16 Q: Right. 17 A: Irrespective, I should say, of the 18 economy. 19 Q: So let's go to the second page. So 20 the Mayor and WCD, Mr. DeCicco -- DeCicco, I'm sorry, 21 undertook to persuade AIM that a clean sale could be 22 orchestrated so if the -- if the price was inflated by $2 23 1/2 million, and then a designation, I guess, registered 24 on land saying that only a hotel could be built, perhaps 25 it could be done that way. 2210 1 What was your attitude about that way of 2 modifying the deal? 3 A: It was one way that you could modify 4 the -- could modify the deal, because in accordance, with 5 the second bullet, you'd actually be putting it -- you'd 6 --encumbering title with -- with a restriction, and you'd 7 actually be putting the onus on the City to live up to 8 its official plan with a hotel designation. 9 Q: Was there a risk with that that the 10 City could change its official plan back after you had 11 actually let title pass? 12 A: There's always a risk. 13 Q: All right. And so if you're looking 14 out for the -- the use as the most important feature, 15 that would disincline you to do that, I take it? 16 A: You'd be disinclined. 17 Q: All right. And in the end, the -- 18 you know, the deal of course was terminated. And I take 19 it that there was no alternate purchaser in -- in view 20 for this land for some period of time? 21 A: Correct. 22 Q: And then I gather that the -- the 23 prospect of having Sheridan College use the lands for its 24 purposes came into play. 25 When did you learn about that as a 2211 1 possibility? 2 A: That would have been in -- in the -- 3 probably March or April of -- of 2009. 4 Q: So you've had the prospect of 5 condominium developments and the four-star hotel, where 6 do -- having ten (10) or twelve thousand (12,000) college 7 kids running around, where does that sit in the penumbra 8 of possible uses for this land? 9 A: To be frank, right at the top. 10 Q: Why is that? 11 A: Well, you know, when you think about 12 a 24/7 city and you think about what makes the City of 13 Toronto vibrant, and -- and so if you're trying to 14 develop an urban environment in an suburban environment, 15 what makes the City of Toronto vibrant? 16 You know, it's hotels. It's universities. 17 It's condominiums. It's rental accommodation. It's 18 retail. It's office. So quite frankly, the -- the 19 campus is incredibly complimentary for our -- our 20 shopping centre. 21 Q: Now, the deal's been terminated with 22 WCD at this point. WCD maintains it still has certain 23 rights to the land. I take it there was some desire to 24 settle up whatever -- whatever dispute there was 25 lingering with WCD. 2212 1 A: Yes. 2 Q: And can you just, in overview, walk 3 us through the positions that had been taken? I know 4 that there's been reference in the evidence to date to 5 the notion of returning about seven hundred and fifty 6 thousand dollars ($750,000) in refundable deposits, and 7 then part -- so a 1/4 million of non-refundable deposits 8 -- in exchange for a release, so putting $1 million on 9 the table. 10 Did that go anywhere? 11 A: Did not. 12 Q: And the negotiations continued for a 13 number of months with respect to the terms of sale of the 14 land. So initially, I gather that you were going to sell 15 the lands directly to Sheridan? 16 A: I think those were part of the 17 initial discussions, yes. 18 Q: Right. And then the deal changed at 19 some point. The proposal was then to sell the lands to 20 the City, which would then lease them to Sheridan? 21 A: Yes. 22 Q: There had been discussions, I gather, 23 between Sheridan and the Federal Government to get 24 infrastructure financing? 25 A: Yes. 2213 1 Q: Now, what part, if we look at coming 2 up to a closing date, the fact that there's federal 3 infrastructure money, what was the relevance to the fact 4 that the Federal Government was putting infrastructure 5 money into this? 6 A: It would be material. The -- at the 7 end of the day, they -- those funds were necessary for 8 the college to actually be built and... 9 Q: And there are time lines associated 10 with that, I take it? 11 A: My understanding was that they had to 12 be substantially completed for March 2011. 13 Q: Which means you have to get the deal 14 done. You have to start construction fairly quickly. 15 A: Things had to be expedited, correct. 16 Q: And was there a commencement -- you 17 may not know this, but was there a commencement deadline 18 for the construction? 19 A: I -- I don't know the answer to that. 20 Q: Now, as we're approaching the -- the 21 closing date for the deal, what was your attitude with 22 respect to settling with WCD? What -- what were you 23 prepared to do? 24 A: We're talking about the closing date 25 with the City? 2214 1 Q: Yes. Well, let me ask an intervening 2 question. I gather there was litigation commenced at 3 some point to get a declaration with respect to the 4 rights of WCD. 5 So OMERS commenced that litigation? 6 A: Yes, that was in July, I believe, 7 2009. 8 Q: All right. So we know that 9 ultimately there's a settlement. And why is it decided 10 that OMERS will try and resolve the issue rather than 11 just letting the litigation play out? 12 A: There's a number of factors in play. 13 I mean, July's a pretty -- pretty busy month when you 14 actually look at -- at what was taking place. 15 You know, in July, we're entering into the 16 Agreement of Purchase and Sale with the City. We were 17 sitting with and knew that there was litigation pending. 18 In fact, I believe there was a court date set for October 19 of that year on -- on WCD in the Agreement of Purchase 20 and Sale with the City. There were conditions that had 21 to be -- had to be met. 22 We knew that Sheridan College was there. 23 They needed it. They had timing pressure as it relates 24 to the infrastructure grant. So many moving parts. 25 Q: Right. And so the attempt then was 2215 1 made to settle without letting the litigation play out? 2 A: There were attempts back and forth, 3 yes. 4 Q: Now, at some point, I gather from the 5 evidence that we've heard to date, there was an effort on 6 the part of WCD's lawyers to offer to settle litigation 7 by the payment of $3.8 million? 8 A: That was in July, correct. 9 Q: Right. And then I gather that in 10 July, as well, there's a conditional Agreement of 11 Purchase and Sale which is executed so that you know that 12 there's an agreement which has the potential to close at 13 some point in the next few months? 14 A: With the City of Mississauga, 15 correct. 16 Q: And what was the proposed closing 17 date? 18 A: September the 17th, because I believe 19 there was a council meeting on the 16th. 20 Q: We can look, it's Exhibit 128, but I 21 believe that's correct. 22 Now, you've got -- you've got the 23 litigation at this point that is still ongoing. You're 24 going to sell to the City, the City is going to conclude 25 a lease with Sheridan. 2216 1 So what do you do to protect the City and 2 protect Sheridan, having regard to the fact that 3 litigation is outstanding? 4 A: Well, the City -- so first of all, 5 the City has conditions in the agreement which we -- will 6 have to be fulfilled that relate to the environmental and 7 the ultimate soil conditions. And then of course there's 8 an indemnity that -- that exists. 9 And so the -- we had filed a notice of 10 application to have it confirmed that the termination of 11 the agreement with WCD was -- was -- was concluded. 12 Q: Right. So in other words, that's on 13 your desk to get rid of? Not yours personally, but it's 14 -- it's up to Oxford and OMERS to -- to somehow deal with 15 the litigation? 16 A: We are definitely dealing with -- 17 with the litigation, yes. 18 Q: Now, we're into the summer now at -- 19 at this point. And I gather at some point in the summer, 20 you had discussions with Mr. Nobrega about -- about 21 settling the litigation? What do you recall of those? 22 A: I -- I went to see Michael in, would 23 have been the end of August, I think the 28th of -- of 24 August. I would have gone to see him in the normal 25 course on a number of different things, but this was 2217 1 clearly one of the -- the topics. And, you know, from 2 the period of July until August, there were a number of 3 different things that were -- that were moving around. 4 And so we discussed the -- Sheridan. We 5 discussed the infrastructure grants. We discussed the 6 timeliness of it, the City agreement, the soil 7 conditions, our ability to be able to deliver that so 8 that we didn't void the arrangement, the indemnity. 9 And if I'm forgetting something, I'm not 10 intentionally doing that. There are just multiple things 11 that I would have been reviewing with Michael in and 12 around the -- the activities there. It would have been 13 normal course reporting for me. 14 Q: The possibility, dare we suggest, 15 that maybe the litigation doesn't go on the -- the 16 contemplated time line? 17 A: Well, the litigation was a -- was a - 18 - an important part of that -- that discussion. I mean, 19 at this juncture it's -- we know that we have a court 20 date, which is in October. It's obviously well known 21 that we have an Agreement of Purchase and Sale with the 22 City. 23 And so, you know, I'm -- I'm -- I'm 24 concluding at that point that the -- the best thing in 25 our favour is to actually bring conclusion with WCD -- 2218 1 Q: Right. 2 A: -- so that we're in a position where 3 we actually can find ourself where we can deliver the 4 title to the City, so that what we don't do is put 5 Sheridan College in jeopardy and find ourself, frankly, 6 in a position where we lose both Sheridan College and we 7 end up in litigation that's protracted. 8 You know, my experience has been, given 9 the number of litigation lawyers in here, the experience 10 has been that these things never go according with the 11 original time scra -- time frame. So my expectation was 12 that we just would have ha -- we would have lost 13 everything. 14 Q: That's the risk, anyway? 15 A: That was the risk in my view. 16 Q: Now, looking across the table to Mr. 17 DeCicco, I take it when there's no other alternate 18 purchaser there, he has some leverage. But he has more 19 leverage once the Sheridan deal is there and there to be 20 imminently closed? 21 A: I -- I'd say that's a reasonable 22 comment. 23 Q: Right. Now, in thinking about 24 expectations of the range of -- of dollars, if I can put 25 it that way, that you're going to have to spend in order 2219 1 to resolve this, what does it tell you when there's been 2 an offer from Mr. DeCicco for $3.8 million? 3 A: That tells me we know the price to 4 settle. So -- give or take. I mean, I'm not -- but it - 5 - what it tells me is that -- that we know what -- what 6 the range of settlement is now. 7 Q: Right. So that that looks like the 8 ceiling to you, subject to increased costs or whatever? 9 A: Yes. 10 Q: Right. Now, tell us about the 11 involvement of Mr. O'Brien in trying to resolve this 12 litigation. 13 A: Mr. O'Brien became involved, to the 14 best of my knowledge, when we -- at our pre-IC meeting, 15 which is an investment committee meeting. We have Mr. 16 O'Brien as a member of our -- of our board. He attends 17 that meeting. And so Michael Nobrega briefed, actually, 18 the group that morning on what was taking place. 19 COMMISSIONER DOUGLAS CUNNINGHAM: Could 20 you keep your voice up, sir. 21 THE WITNESS: Oh, I'm sorry. So do you 22 want me to go back? 23 24 CONTINUED BY MR. WILLIAM MCDOWELL: 25 Q: Just back up. Mr. O'Brien became 2220 1 involved, and then you said that he briefed the group, I 2 think. 3 A: Yeah, Michael Nobrega would have 4 brief the -- the pre-IC meeting. And so David would have 5 been part of that -- part of that group. 6 Q: All right. You -- can you fix a date 7 on that? 8 A: The pre-IC meeting was September the 9 8th. 10 Q: September the 8th. And then would 11 there have been a subsequent meeting after the settlement 12 was concluded? 13 A: After the settlement was con -- 14 concluded, would -- 15 Q: Yeah, where -- where this was 16 referred to. 17 A: I can't recall specifics. 18 Q: And how -- how do you do these things 19 -- actually, you know what, I better not ask that, 20 because I think that's -- I'm going to get into 21 privileged territory here, so I won't ask that. 22 Once it was learned within Oxford that the 23 litigation had been settled for an all-in price of $4 24 million, what was the reaction on your part? 25 A: Quite frankly, I thought that was an 2221 1 appropriate solution. It's part of the discussion that 2 I'd had with Michael back in -- on the 28th. It was my 3 view that settling at -- at -- on or about $4 million was 4 the right thing for us to do. 5 Q: All right. And if you look at that, 6 I gather that it protects against the downside risk that 7 you lose the Sheridan deal, that you're still involved in 8 litigation, that's one feature? 9 A: Correct. 10 Q: The fact that you're getting a 11 terrific use in the scheme of things, that's another 12 feature? 13 A: Absolutely. 14 Q: All right. So if you -- if -- I'm 15 just going to suggest to you, if you're going to pay 16 another half million or $1 million from where you sit, 17 taking the long view, that's --that's just fine. 18 A: Absolutely. 19 Q: Were you aware that Mr. O'Brien 20 apparently had been contacted by the Mayor, or had 21 discussions with the Mayor, about taking on the role of 22 settling this litigation? 23 A: I was not. 24 Q: All right. Did you ever speak with 25 him directly, except within the context of this meeting 2222 1 that you're referring to? 2 A: Well, I would see David at other 3 meetings, but I've not -- if you're asking me 4 specifically about this topic, no. 5 Q: All right. I note for the record 6 that it is a few degrees cooler now. So apparently -- 7 apparently this internet thing works. Those are my 8 questions. 9 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 10 you. 11 MR. WILLIAM MCDOWELL: Now, maybe -- I 12 don't know how many counsel have questions, but if we 13 could just canvass how long people are going to be. I 14 really want to get Mr. Latimer out of here today, if we 15 can. 16 COMMISSIONER DOUGLAS CUNNINGHAM: Yeah. 17 Well, what's the order? 18 MS. ELIZABETH MCINTYRE: I'm prepared to 19 go next -- 20 COMMISSIONER DOUGLAS CUNNINGHAM: All 21 right, Ms. McIntyre. 22 MS. ELIZABETH MCINTYRE: -- we have had 23 some discussion here with... 24 25 CROSS-EXAMINATION BY MS. ELIZABETH MCINTYRE: 2223 1 Q: Mr. Latimer, I introduced myself to 2 you earlier as counsel for the Mayor. 3 So you've -- you've told us that the City 4 of Mississauga, known to you, was developing a 5 traditional downtown core as opposed to a suburban-type 6 environment through its official plan? 7 A: Yes. 8 Q: And you were aware of that. And that 9 because OMERS, we've -- we've learned, and its -- and its 10 partner in Alberta not only owns Square One, but a lot of 11 property around City core -- the City core, that you 12 would have been integral to the development of downtown 13 Mississauga? 14 A: Correct. 15 Q: And as part of the City's vision for 16 the core, you were aware of this plan to develop a hotel 17 convention centre in connection with the Living Arts 18 Centre? 19 A: Yes. 20 Q: And you knew that the Mayor was a 21 vocal supporter of the official plan generally and of 22 that hotel development in particular? 23 A: Yes. 24 Q: And in that context, I take it that 25 it was not unusual to -- to you that the Mayor would 2224 1 communicate with Oxford with respect to her vision of the 2 development of the City core? 3 A: Correct. 4 Q: And in fact, in your experience, the 5 Mayor had been very active in communicating her views 6 with a wide range of matters with respect to the City 7 core and dealt with employ -- various employees of 8 Oxford? 9 A: That is correct. 10 Q: And in particular, with respect to 11 Square One. 12 A: That is correct. 13 Q: So I take it that there was nothing 14 unusual, in your view, about her contact with yourself 15 and Mr. Nobrega and Mr. Haggis, with respect to the WCD 16 project. 17 A: Correct. 18 Q: That would be in keeping with her 19 usual manner of dealing with things? 20 A: Yes. 21 Q: And I take it that Oxford deals with 22 a number of mayors in a number of jurisdictions; is that 23 fair? 24 A: Yes. 25 Q: I believe the same co-owners also own
2225 1 Yorkdale and Scarborough Town Centre; is that right? 2 A: That is correct. 3 Q: And with respect to this particular 4 mayor, she's known to be an enthusiastic promoter of her 5 city? 6 A: Yes, she is. 7 Q: And I think that -- or I would 8 suggest to you that -- that she is very strategic and 9 that her knowledge of the management of the city goes 10 very deep, in part because of those very close 11 relationships she forges with individuals in various 12 businesses, including yours? 13 A: Yes, she's had many years to develop 14 those relationships. 15 Q: And as a result, Mississauga has 16 grown and developed in a way that's really unparalleled 17 really with respect to other similar cities; is that not 18 correct? 19 A: Yes. 20 Q: And that development is a significant 21 benefit, not only to -- to the City of Mississauga but 22 also to Oxford and AIM, correct? 23 A: We've been a -- we have been a 24 beneficiary. 25 Q: So now we have -- we have heard some 2226 1 suggestion that with retect -- with respect to the sale 2 of -- the sale of these lands to WCD that the co-owners 3 were reluctant sellers. 4 And I want to ask you about that because 5 obviously -- obviously, when it came to the spring of -- 6 of 2009, the same owners were prepared to sell the 7 property to Sheridan, ultimately to the City, but to 8 Sheridan, correct? 9 A: Yeah, that's correct. 10 Q: Okay. So with respect to moving 11 backwards in the time frame that you were negotiating 12 with WCD, I take it that the property was sitting there 13 vacant and not being used for any purposes, correct? 14 A: It was vacant property. 15 Q: And -- and we heard from Mr. Lusk 16 that pension funds prefer income-producing investments 17 but, ultimately, it was decided that a tenant-based use 18 was not something that was feasible for that property? 19 A: I'm -- 20 Q: That's what he told us. 21 MR. WILLIAM MCDOWELL: Rental. 22 23 CONTINUED BY MS. ELIZABETH MCINTYRE: 24 Q: Rental. Rental properties was not -- 25 was not a -- a complementary use for that particular 2227 1 piece of property? 2 A: I can't comment on what -- what Mr. 3 Lusk opined on. 4 Q: Fair enough. You have told us that - 5 - that using the property for condos in conjunction with 6 a hotel was a complementary use from OMERS' point of 7 view? 8 A: Yes. 9 Q: And ultimately, as long as the -- the 10 price was right and the use was right and all of the 11 other terms and conditions were right then, in fact, 12 OMERS was a willing seller for the WCD project, correct? 13 A: Yes. 14 Q: And, in fact, if that deal had been 15 completed as agreed, it would have been a very good 16 project for the co-owners in terms of the vibrancy of the 17 city core and -- and your other investments in -- in the 18 city core, correct? 19 A: Yes. 20 Q: And it would have -- it would have 21 increased activity and a convention hotel would have 22 increased activity in the city core, correct? 23 A: Yes. 24 Q: And it would have had shoppers like 25 myself and other women going into -- into -- into the 2228 1 mall to generate revenue, correct? 2 A: Yes. 3 MR. WILLIAM MCDOWELL: Affluent women. 4 5 CONTINUED BY MS. ELIZABETH MCINTYRE: 6 Q: And it would also have been good for 7 the City of Mississauga, correct? 8 A: Yes. 9 Q: Because not only would it have 10 achieved the -- a step towards achieving the City's 11 vision for the city core with the hotel convention centre 12 but that also the condos would have generated significant 13 property val -- or property tax revenue, correct? 14 A: Yes. 15 Q: Now the next thing I wanted to ask 16 you about was WCD as the Mayor's preferred group, and I 17 keep reading about that in the newspaper, so I want to 18 ask you about that. 19 I take it that Mississauga had been trying 20 for some time to get someone to build a hotel beside the 21 Living Arts Centre, is that fair? 22 A: That would be my understanding. 23 Q: And, in fact, we've looked at several 24 promotional pieces that were put out, and I want to show 25 you one (1) of those, which is Exhibit 182, to ask you if 2229 1 you're familiar with this. This is from July of 2005, 2 which I think falls within the time frame that you would 3 have been with -- with Oxford. 4 And this is something put out by the 5 economic development office of the City and is a -- 6 listed as a development opportunity for a hotel 7 conference centre. And we know that's it's been sent to 8 quite a long list of hotel developers. 9 Were you familiar with this? 10 A: I haven't -- I'm familiar with this 11 document. 12 Q: But you did know that economic 13 development office of the City was promoting the idea of 14 this hotel conference centre? 15 A: We were aware in general that the 16 City was promoting the -- the hotel conference centre. 17 Q: And I take it that other than the WCD 18 proposal, which came forward, that there were no other 19 developers that approached OMERS, Oxford, AIM to your 20 knowledge with respect to a proposal for a hotel 21 conference centre on that site? 22 A: They were the party we were dealing 23 with. We weren't pursuing any other partners. 24 Q: And you weren't aware of any other 25 parties that were pursuing you? 2230 1 A: I should have said parties. I meant 2 -- I said "partners." I was not. 3 Q: Thank you. Now I did want to ask you 4 a question about the documents to which Mr. McDowell took 5 you, and, first of all, Exhibit 283. If this is the -- 6 it's difficult when you can't see the actual document. 7 You may have it the binder in front of you, I understand. 8 This is the report to the Investment 9 Committee, Mr. Latimer, on May 18th, 2006. And -- 10 MR. MICHAEL BARRACK: Tab 3 of your 11 binder. 12 13 CONTINUED BY MS. ELIZABETH MCINTYRE: 14 Q: Tab 3 of your binder, apparently. 15 Thank you. And this -- this is a report on the -- on the 16 proposal, and it goes through the background, and then 17 has a number of next steps. Do you see that? 18 And if you go on to the third page, 19 there's a point there which I wanted to ask you about, 20 which -- where it says: 21 "WCD is committed to provide a letter 22 from the Mayor's office affirming 23 support for WCD in the development." 24 Do you see that? 25 A: I see that. 2231 1 Q: And do you know if that was ever 2 provided? 3 A: I do not. 4 Q: Perhaps if you could turn then to 5 Exhibit 284, which is the report of January 31st, 2007, 6 tab 4 in your book, sir -- 7 A: Thank you. 8 Q: -- which is -- is another report from 9 January 31st. And if you go to the third page, it says 10 there, on the seventh bullet down -- 11 A: Yes. 12 Q: -- that: 13 "The City of Mississauga has indicated 14 through the Planning Office and Janice 15 Baker, CAO of Mississauga, that they 16 are in support of this proposed 17 development and WCD." 18 So I take it that that was received, 19 although I don't know that I see an actual letter from -- 20 from Ms. Baker. 21 A: I don't. Unless you can show me in 22 here the -- the actual letter, I -- I'm not aware of it. 23 Q: I couldn't find it, sir. But I take 24 it that, as far as you know, there wasn't an actual 25 letter from the Mayor's office received, as contemplated 2232 1 by that earlier report? 2 A: Sorry, are you -- have you now 3 referenced back to the -- the May 18th report? 4 Q: Yes. Perhaps you can't shed any 5 further light on it. 6 A: Well, I -- I think I gave you my 7 response. I'm not aware. 8 Q: Thank you. Now I wanted to ask you a 9 question about the agreement of purchase and sale. And 10 you may well have it there. I'm not sure that you need 11 it. My understanding is that it did not have a change in 12 management clause, change in control clause? 13 A: I don't recall that it had one. 14 Q: And I take it that that would -- is a 15 clause that is quite usual in those kinds of agreements? 16 A: Quite -- you know, it depends on the 17 circumstance, and so, you know, to make -- that's a very 18 broad statement to make. It depends on how the agreement 19 of purchase and sale is constructed. 20 Q: Fair enough. I think you told us 21 that this was a very vendor friendly agreement of 22 purchase and sale? 23 A: I made that comment. 24 Q: I -- do you -- can you recall if 25 there was any discussion at the time as to whether or not 2233 1 such a clause should be put in? 2 A: I -- I -- you know, that would have 3 been delegated -- delegated down at my management -- 4 Q: Fair enough. 5 A: -- to my management team. 6 Q: But I take it if there had been such 7 a clause that would have meant you'd be entitled to -- 8 the vendors would have be entitled to notification of a 9 change in control at the -- of the purchaser's company? 10 A: Subject to how it's drafted, yes. 11 Q: It might have entitled the vendors to 12 terminate the agreement, if they weren't happy with the 13 change in control? 14 A: I -- you know, I -- I won't comment 15 on that. 16 Q: Okay. Fair enough. So back for a 17 moment to -- you got a call yourself, I take it, from 18 Mayor McCallion with respect to the WCD proposal? 19 A: I did. 20 Q: And you were aware of two (2) other 21 calls that she made; one (1) to Mr. Nobrega, and one (1) 22 to Mr. Haggis? 23 A: I'm aware of the call to Mr. Haggis 24 because that lead to a response, my response to Mr. 25 Haggis back in -- in October -- 2234 1 Q: Right. 2 A: -- of that period. 3 Q: Right. And were you also not aware 4 of the call to Mr. Nobrega? 5 A: Can you reference what call, or what 6 -- where that is, and -- and what that timing is? 7 Q: There is -- if I could -- I could 8 refer you to Exhibit 285, and I don't know whether you 9 have this in your book, but there's an -- 10 MR. MICHAEL BARRACK: Tab 6. 11 12 CONTINUED BY MS. ELIZABETH MCINTYRE: 13 Q: Tab 6 of your book, sir. Is a series 14 of emails, and one (1) of them is from Michael Kitt to 15 yourself, sent July 9th, 2008. Do you see that? 16 A: It's 7:18 a.m.? 17 Q: Yes. 18 A: Yes, that's -- 19 Q: You start work early, or Mr. -- Mr. 20 Kitt starts work early. 21 A: M-hm. 22 Q: 23 "Hazel called me last Friday via 24 Michael Nobrega, and asked me to give 25 the WCD people six (6) more months to 2235 1 find a hotel." 2 I'm sorry, so the call -- well, I guess 3 the call was from -- to Mr. Nobrega. In any event, she 4 called to ask that the WCD people be given six (6) more 5 months to find a hotel. So you were aware that that call 6 had been made? 7 A: I had that memorandum, and I 8 responded to Michael July 9th at 8:58, it appears. 9 Q: And you've told us already that you 10 didn't think there was anything unusual about the Mayor 11 calling with respect to this development, or this 12 development proposal with respect to WCD. 13 And I take it that your understanding 14 throughout that the Mayor's agenda was to get the -- this 15 hotel built by the Living Arts Centre? 16 A: Correct. 17 Q: And that at no time to your knowledge 18 did the Mayor ever back down on her focus on getting that 19 hotel built. 20 A: That's correct? 21 Q: In fact, she was very outspoken about 22 that, wasn't she? 23 A: Correct. 24 Q: And that it -- it never occurred to 25 you that what she was doing was really pushing her agenda 2236 1 because of her son Peter's interest in the project? 2 A: Would have never -- would have never 3 contemplated that. 4 Q: Thank you. I have no further 5 questions. 6 7 CROSS-EXAMINATION BY MS. LUISA RITACCA: 8 Q: Good afternoon, Commissioner. Good 9 afternoon, Mr. Latimer. My name is Luisa Ritacca. I'm a 10 lawyer for Peter McCallion, and I just have a couple of 11 questions for you. 12 First, in answer to a question that 13 Commission counsel put to you, you said that you 14 understood that the economics of developing a four-star 15 hotel in Mississauga city centre core, were challenging? 16 A: Correct. 17 Q: Okay. And I -- I take it that part 18 of what could make the economics challenging is if the 19 timing isn't right. Is that fair? 20 A: That would be one (1) element of the 21 development. 22 Q: And I also take it from your 23 evidence, sir, that you certainly have seen an evolution 24 in the city centre in the time that OMERS has had an 25 interest there? 2237 1 A: Yes. 2 Q: And certainly that over time, the 3 city centre looks very different ten (10) years ago, for 4 example, than it -- than it likely will look ten (10) 5 years from now? 6 A: Yes. 7 Q: Okay. And I -- I take it that OMERS 8 -- or you would expect over time that a four-star hotel 9 could be part of the city core? 10 A: Yes. 11 Q: Okay. Now, sir, in answer to 12 questions from Commission counsel, you indicated that you 13 believed you knew about Mr. McCallion's involvement in 14 the WCD transaction, I think you said from the very 15 beginning, and I think you narrowed that down to 16 somewhere between 2005 and 2006? 17 A: I think it would have come to our 18 attention in, you know, the latter half of 2005, the 19 beginning of 2006. 20 Q: And -- and you said to Mr. McDowell 21 that you had no concerns about Mr. McCallion's 22 involvement? 23 A: Correct. 24 Q: And you said you had no concerns, as 25 I understood your evidence, because you reviewed his 2238 1 involvement and -- and as a result of that review you had 2 no concerns. Is that correct? 3 A: That's correct. I made reference to 4 the executive committee meeting that we would have had on 5 the 1st of May. 6 Q: All right. And -- and how did you or 7 your group do that? What review did you undertake? 8 A: We would have taken a review of the 9 entire agreement. So you would have an executive 10 committee made up of all of my direct reports. They 11 would have had a presentation. In this case it would 12 have been Ron Peddicord, who would have been responsible 13 to make that presentation. There would have been 14 discussion about everything that was going on as it 15 relates to the transaction. 16 Q: And so you would have gotten your 17 information about Mr. McCallion's involvement from Mr. 18 Peddicord, primarily. Is that fair? 19 A: That is correct. 20 Q: Okay. And -- and also in answer to a 21 question from Mr. McDowell, you said that if you knew Mr. 22 McCallion was a shareholder, then you would have taken 23 steps to make sure he was conducting himself accordingly? 24 A: Yes. 25 Q: I got that right. I -- I didn't 2239 1 quite understand that answer. What -- what do you mean 2 by that, sir? 3 A: I think that if -- if we understood 4 him to be an agent, that's one (1) thing. If we 5 understand him to be a shareholder, that's something 6 else. 7 Q: And how would that have changed 8 OMERS' conduct in this transaction? 9 A: I think we just simply would have 10 wanted absolute clarity on what his role was. 11 Q: Okay. And -- but ultimately, you 12 were still concerned about making a deal that was 13 beneficial for Oxford? 14 A: At the end of the day I am 15 responsible to make sure that we're doing something 16 that's beneficial for us. 17 Q: Right. And so you weren't suggesting 18 that you wouldn't have entered into a transaction if Mr. 19 McCallion had a -- a different interest other than agents 20 -- as an agent in the WCD? 21 A: I did not say that. 22 Q: Okay. And certainly, if -- it 23 wouldn't -- if Mr. McCallion's involvement was something 24 different than agent, I -- I take it, it wouldn't alter 25 the way OMERS or you interacted with the Mayor with 2240 1 respect to this transaction? 2 A: You're asking me to look back in -- 3 in hindsight. He was represented as an agent, and that's 4 what we discussed. That's how we viewed it. So quite 5 frankly I'm -- I'm, you know, a bit -- I'm not sure, you 6 know, what I can offer on -- on -- that I haven't given 7 you in an answer. 8 Q: Okay. Fair enough. And if we could 9 just turn very quickly to Exhibit 275, which you've 10 already been taken to, I believe. 11 What tab is that? 12 MR. MICHAEL BARRACK: Tab 8. 13 14 CONTINUED BY MS. LUISA RITACC: 15 Q: Your Tab 8. 16 A: Thank you. 17 Q: And this is a memo, sir, that you 18 received from Mr. Filipetti, correct? 19 A: Correct. 20 Q: And it's an update on the World Class 21 Development transaction? 22 A: Yes. 23 Q: And it sets out the fact that World 24 Class Developments hadn't satisfied conditions that it 25 was supposed to satisfy? 2241 1 A: Yes. 2 Q: Right. And you already talked to Mr. 3 McDowell about how it also sets out efforts to modify the 4 deal, on page 2? 5 A: It's actually covered in there, yes. 6 Q: Yes. And further down on page 2 it 7 sets out how your co-vender, AIM, rejected these efforts 8 to modify the deal? 9 A: Yes. 10 Q: Okay. And one (1) of the reasons 11 cited here, as expressed by Mr. Filipetti, and that's at 12 -- it's the third bullet under the paragraph that starts, 13 "AIM rejected these arguments." 14 In the second sentence in that third 15 bullet: 16 "They are also uncomfortable with the 17 involvement of Peter McCallion as an 18 apparent principal of WCD." 19 A: I see that. 20 Q: Yeah. And was that the first you 21 heard of AIM's concern about Mr. McCallion's involvement? 22 A: Yes. 23 Q: And, to your knowledge, did anyone 24 share these concerns with World Class Development? 25 A: I would be -- no, that would have 2242 1 been my management dealing with it, so I can't -- I can't 2 provide a response to that. 3 Q: Did you instruct your management to 4 share those concerns with World Class Development? 5 A: No. 6 Q: And -- and, to your knowledge, sir, 7 no one shared these concerns with Mr. McCallion directly? 8 A: Not that I'm aware of. 9 Q: Thank you, sir. Those are my 10 questions. Thank you. 11 A: Thank you. 12 13 CROSS-EXAMINATION BY MS. LINDA ROTHSTEIN: 14 Q: Hello, Mr. Kitt (sic). We intro -- I 15 introduced myself to you. I'm the lawyer for WCD and Mr. 16 DeCicco. 17 If it -- if you would be good enough to 18 look at Exhibit 282. I'm not sure what tab number that 19 is for you. And it's the second page of that document. 20 It's your memo of May 1st -- or the memo of the Executive 21 Committee of May 1st, 2006. Let me know when you've 22 found that. 23 On the second page of that document, the 24 fourth -- fifth bullet point: 25 "On March 1, 2006, we received from 2243 1 Altus Helyar an appraisal of the land 2 parcels, supporting a value of nine 3 hundred thousand (900,000) to $1.1 4 million per acre." 5 I'm just curious whether you recall, Mr. 6 Latimer, whether that appraisal considered whether the 7 fact that the lands had prepaid parkland fees into 8 account in doing that appraisal. Do you remember 9 anything about that? 10 A: No, I don't. 11 Q: Okay. I took from your evidence thus 12 far that Oxford's primary focus when disposing of lands 13 like these is to ensure that the purchaser developed the 14 lands in a manner which will increase value to Square One 15 rather than diminish it. Is that right? 16 A: Yes. 17 Q: And no question, everyone agrees, 18 that hotel -- four-star hotel and high end condominiums, 19 because obviously those things are material, definitely 20 increase the value for your company and your co-vendor, 21 correct? 22 A: Yes. 23 Q: Okay. And I understand the notion 24 that a four-star hotel standing alone increases value. 25 But in relative terms, do high end condos diminish the 2244 1 value as compared to a hotel? I'm a bit confused about 2 that. 3 A: Are you talking a mixed use project? 4 I mean, what are you trying to -- 5 Q: No, I'm saying if it wasn't mixed 6 use, if it was all residential condominiums high end? 7 A: End of the day, it wasn't part of the 8 official plan. 9 Q: Yeah, okay. So that's -- but that's 10 the point. The point is it was part of the official 11 plan, part of the City's thinking that there had to be a 12 hotel there. That's what's significant. It wasn't a 13 pure economic decision, is that right? 14 A: Be part of the official plan? 15 Correct. 16 Q: Okay, got it. I understand that 17 Oxford didn't fully understand Mr. DeCicco's role. I'm 18 just wondering if you ever made any inquiries of him in 19 that respect. 20 A: I -- I did not directly. I can't 21 speak for my management team. 22 Q: And you don't know of any? 23 A: I'm not aware of any. 24 Q: Okay. You told Mr. McDowell that you 25 were fine with the extensions that were granted to WCD
2245 1 until December of 2008. Did I understand you correctly? 2 A: Yes. 3 Q: Okay. That was because you 4 recognized it was a challenge to do this project from the 5 outset? That was something you recognized, sir? 6 A: Multiple -- you know, multiple 7 conditions. We provided the extension. 8 Q: Yeah. It beca -- did it become a 9 greater challenge to do this project with the credit 10 crisis? No question. 11 A: Everything became a greater -- 12 Q: Okay. 13 A: -- a greater challenge. 14 Q: And so, to a point, you were 15 satisfied in your role that WCD had good reason to ask 16 for more time to put this deal together? 17 A: They asked. 18 Q: And you thought they had good reason, 19 and you were prepared to go along with it? 20 A: We provided it. 21 Q: Okay. I'm curious about Exhibit 275, 22 which I believe is your tab 7. You've been asked about 23 this. I'm going to take you to one different bullet 24 point if I may, sir, on page 2. 25 MR. MICHAEL BARRACK: Tab 8. 2246 1 CONTINUED BY MS. LINDA ROTHSTEIN: 2 Q: Oh, sorry, I thought it was your tab 3 7. Under "Efforts to Modify the Deal": 4 "Collateral benefits for Square One, in 5 the spirit of increased cooperation 6 between Square One and the City, 7 matters such as future road conveyances 8 and construction and outstanding 9 development charge claims dating from 10 1997 to be resolved in our favour." 11 Development charges are of some interest 12 to this Inquiry, Mr. Latimer. 13 I'm wondering, whether in your experience 14 as a developer, it's not infrequent for developers to 15 have disputes with the City about what development 16 charges are owing at a particular time. 17 A: We have disputes with the City on 18 many issues. 19 Q: Okay. Development charges would be 20 one? 21 A: Sure. 22 Q: And you wouldn't be the only 23 developer in that category? 24 A: Wouldn't expect so. 25 Q: Okay. And it's sometimes a dispute 2247 1 about amount? Yes? 2 A: Yes. 3 Q: And sometimes it's a dispute about 4 timing? 5 A: Yes. 6 Q: Okay. And until those disputes are 7 resolved, the charges remain outstanding? It's an 8 obvious point. 9 A: Well, let's just say yes. 10 Q: Okay. Thanks. And then my last 11 point, sir, is just about your views as a businessperson 12 about this settlement. 13 I understood you to tell Mr. McDowell that 14 there were a variety of business reasons which, in your 15 mind, made this settlement appropriate. I think you 16 talked about there being some potential risk in the 17 litigation, yes? 18 A: Yes. 19 Q: Okay. In assessing that risk -- I 20 realize that businesspeople don't always care about this. 21 I'm curious whether you, sir, in assessing 22 that risk, read the court applications and counter 23 applications to come to your own conclusions about how 24 the claims, the respective claims, of the parties were 25 being articulated for a court. 2248 1 Is that something you did? 2 A: I would have had it represented to me 3 through our management team. 4 Q: So that was something that you took 5 into account? 6 A: Yes. 7 MS. LINDA ROTHSTEIN: Thank you. Those 8 are all my questions. Thank you very much, Commissioner. 9 COMMISSIONER DOUGLAS CUNNINGHAM: Mr. 10 Jack...? 11 MR. DON JACK: Thank you. 12 13 CROSS-EXAMINATION BY MR. DON JACK: 14 Q: Mr. Latimer, I'm Don Jack; I 15 represent 156. 16 If I could direct you, please, to Exhibit 17 258, which is at your tab 1, I believe, which is your 18 email, I believe it was, to Mr. Haggis, October 4, 2005; 19 do you have that? 20 A: I see it on the screen, sir. 21 Q: Yes. And I'm going to direct you to 22 a portion which is close to the portion that Mr. McDowell 23 directed you to: 24 "Our decisions may not always be 25 popular and may not fit a third-party 2249 1 agenda, but they are based upon what is 2 best for us." 3 That being OMERS. Do you see that 4 portion? 5 A: I do. 6 Q: And then what I wish to direct you to 7 is just below that: 8 "Independent of OMERS, Alberta Revenue 9 [now AIMCo] our co-owner in the Square 10 -- in Square One, is entitled to ensure 11 their investment decisions are in their 12 best interest." 13 Correct? 14 A: Yes. 15 Q: And that, of course, was a true 16 statement. And the fact is that OMERS, through Oxford, 17 had feet on the ground at Square One? 18 A: As it relates to the property 19 management? 20 Q: Yes. 21 A: Yes, we did. 22 Q: Yes, indeed. And indeed conducted 23 the day-to-day management that's -- was the nature of the 24 arrangement? 25 A: Yes, sir. 2250 1 Q: Yes. But OMERS/Oxford, by agreement 2 -- I don't think we have to turn to it because I'm sure 3 you're familiar with it -- were to consult 156 and AIMCo, 4 as they now are, on significant matters, correct? 5 A: Yes. 6 Q: And decisions on significant matters 7 were to be jointly made, that was the arrangement? 8 A: Yes. 9 Q: Yes. And indeed, keeping 156 and 10 AIMCo informed on significant matters was necessary, you 11 would agree, surely, in order for them -- and I'm now 12 quoting from your -- your email: 13 "...to ensure their investment 14 decisions are in their best interest." 15 Correct? 16 A: Yes. 17 Q: In other words, it's difficult to 18 make those decisions without adequate information, 19 correct? 20 A: Yes. 21 Q: Right. And you were aware that Mr. 22 Nobrega -- I believe you were aware that Mr. Nobrega 23 asked Mr. O'Brien to try to settle the WCD litigation? 24 A: I was aware of that, as I referenced 25 on September the 8th, yes. 2251 1 Q: Yes. And that's the process that 2 lead to the $4 million settlement that we've heard of, 3 perhaps? 4 A: Yes. 5 Q: And neither you, nor anyone else at 6 OMERS/Oxford consulted 156 or AIMCo regarding that 7 settlement, did you? 8 A: I'll speak for myself that, no, I was 9 not in contact with AIMCo. 10 Q: And do you know -- you're not 11 suggesting that somebody else was; you simply don't know. 12 A: You'd have to look, and -- and I 13 believe Mr. Nobrega was, at some point, in discussion 14 with -- with AIMCo. 15 Q: Fine. Would you accept my suggestion 16 that that discussion occurred after the fact, after the 17 settlement had already been done? 18 A: You'll -- I'm not sure I -- I could 19 concur with that statement, sir. 20 Q: All right. Do you know -- did you -- 21 did you look into it at the time, or not? 22 A: No. 23 Q: You did not. Now, that settlement 24 was concluded on or about September 11, 2009, was it not? 25 A: I believe it was on or around that 2252 1 date, yes. 2 Q: Around that time. And about two (2) 3 months earlier -- and we've seen this document; it's 4 OMR001002295. I don't know the exhibit number, but if we 5 could have that, please. 6 There had been -- and perhaps we could 7 just scroll down so the Witness could see this. 8 There had been an offer, and I believe you 9 have referred to this in your testimony, from WCD to 10 settle for a lesser amount, $3.8 million, correct? 11 A: A lesser amount compared to? 12 Q: The settlement that actually was 13 subsequently concluded a couple of months later. 14 A: Well, three point eight (3.8) is 15 different from four (4), but I wouldn't call it material. 16 Q: All right. But in any event, my 17 point is this, you would agree with me that 156 and AIMCo 18 did not want to settle for the $3.8 million. That's a 19 fact, is it not? 20 A: I -- I won't speak for AIM -- for 21 AIMCo, sir. 22 Q: Well -- 23 A: Let AIMCo speak to it. 24 Q: -- well, fine. They were consulted, 25 pursuant to the arrangements you've agreed were in place, 2253 1 and they -- surely you know this -- rejected that 2 settlement amount. 3 A: Being the -- the document that we're 4 -- we're currently looking at, sir? 5 Q: Yes. 6 A: Yes, that -- that was never settled. 7 Q: Yes. And when the $4 million 8 settlement was concluded, and my clients were eventually 9 told of it, you'll agree with me that they were unwilling 10 to contribute anything more than letting the deposits, 11 which were at McCarthy Tetrault, go over to WCD. We're 12 agreed on that? 13 A: Well, I would have seen that in 14 hindsight, sir, yes. 15 Q: Yes. And indeed, those deposits -- 16 now this may not be a precise figure -- those deposits 17 were either 1.4 or 1.5 million, roughly? 18 A: Sounds correct. 19 Q: Yes. And the balance of the $4 20 million settlement, which would be either 2.6 or 2.5 21 million, was funded entirely by OMERS, correct? 22 A: Correct. 23 Q: Not by 156 or AIMCo. 24 A: By OMERS. 25 Q: Yes. Now, OMERS/Oxford was aware 2254 1 that 156 and AIMCo were concerned about the involvement, 2 or possible unclear involvement, of Mr. McCallion in the 3 transaction. You would agree with that? 4 A: Our management was made aware of 5 that, yes. 6 Q: Yes. And indeed, we don't have to 7 turn to it, but that was referred to specifically in the 8 document which is your tab 8, the memorandum of December 9 15 that we have referred to. I think it's in the portion 10 regarding AIMCo rejecting what had been proposed at that 11 time. 12 A: Yes. 13 Q: Yes. And would you agree with me 14 that what my clients were concerned about is that he 15 might have an interest in WCD itself? 16 A: Again, sir, I can't speak to your -- 17 to your client. I wasn't dealing with them directly. 18 Q: But you don't dispute what I'm 19 suggesting, do you? 20 A: I'm -- I'm not responding to it. I - 21 - I can't offer a comment on it. 22 Q: Now, could we have Exhibit 144, 23 please, which is OMR002002757? That would be, if I've 24 got my notations correct, Exhibit 144. And it is an 25 email from Mr. Kitt to Mr. Nobrega, of December 14, 2008. 2255 1 A: I see that in front of me. 2 Q: Now, just so that we understand, your 3 organization -- Mr. Kitt reported to you in your capacity 4 as head of OMERS, correct? I shouldn't say head of 5 OMERS; I should say head of OMERS's real estate arm, 6 Oxford. 7 A: Yes, Michael Kitt reported to me as 8 the President and CEO of Oxford. That's correct. 9 Q: Yes. And here he was sending an 10 epail -- email to Mr. Nobrega, who, of course, is CEO of 11 OMERS itself, correct? 12 A: Yes. 13 Q: And I'll give you a moment to read 14 it, but it began -- the portion I'm interested in begins 15 with: 16 "I have -- I had -- have lunch 17 scheduled with Hazel tomorrow." 18 So that would be the 15th: 19 "The important thing is to maintain a 20 relationship with the City, and we have 21 done this to date." 22 And then this, which I'm going to direct 23 you to: 24 "I don't trust the buyer, and there is 25 no doubt that they are using Hazel in 2256 1 this process. But it is difficult to 2 tell her that, especially with her son 3 involved." 4 Now, are you prepared to accept that, for 5 the purposes of this Inquiry, that that summarized 6 OMERS/Oxford's position on this issue? 7 A: Yeah, I think it summarizes Michael's 8 position. He's the one that's originating the -- the 9 email. 10 Q: Do you disagree with that statement, 11 or do you accept it yourself? 12 A: Well, I guess -- I guess my comment 13 to you, sir, it that it's been originated by -- by 14 Michael. He's taking a specific view. And so are you 15 asking me to comment in -- in hindsight at this juncture, 16 or what -- what would you like me to do? 17 Q: I want you to -- I want you to state 18 what your position is for this Inquiry. Do you accept 19 that or not? 20 A: I -- I'll accept it. 21 Q: Now, are you aware that on December 22 16, 2008, in a teleconference, my clients were told that 23 Peter McCallion was off the file? Are you aware of that? 24 A: No, I'm not, sir. 25 Q: Could we have Exhibit 141, please. 2257 1 Now, these are notes, I should advise you, of Mr. Hansen, 2 who is with AIMCo. And you will see that on the call -- 3 just bear with me, because we have to read the notes, Mr. 4 Kitt and Mr. Filipetti are there. " THE COURT: ," I 5 understand, stands for Mr. Coleman. You know who he is. 6 "MDB," Mr. Michael Dal Bello, you know who he is. "DH" 7 is Dean Hanson. And "GC" is Grant Charles. And you will 8 see that Mr. Costin is also there. And then if you look 9 at the note it says, "Kitt," and then a dash, Peter, 10 quote, "off the file". 11 Do you accept that that is what my clients 12 were told by Mr. Kitt in that teleconference? 13 MR. MICHAEL BARRACK: I just wonder, Mr. 14 Commissioner, Mr. Latimer wasn't at this meeting. You -- 15 you've heard Mr. Costin, and you're going to hear from 16 the other attendees. I just wonder what the value is of 17 asking him, Do you accept? And accept is a fair 18 question, but were you told -- oh, sorry. 19 Sorry. I -- I just wondered what the 20 value is in asking Mr. Latimer these series of questions 21 of does he accept a position. 22 I -- I fully appreciate it's a fair 23 question to ask him, Were you told or did you know at the 24 time, that sort of thing. But when he's being put the 25 question of, Do you accept -- 2258 1 COMMISSIONER DOUGLAS CUNNINGHAM: Well, I 2 recognize that it's a difficult question for Mr. Latimer 3 to answer. 4 MR. MICHAEL BARRACK: Right. 5 COMMISSIONER DOUGLAS CUNNINGHAM: And I'm 6 not sure that it's an entirely fair question. So I think 7 I'd reframe the question, Mr. -- 8 MR. DON JACK: I shall, sir. 9 COMMISSIONER DOUGLAS CUNNINGHAM: -- Mr. 10 Jack. 11 12 CONTINUED BY MR. DON JACK: 13 Q: Are you aware that that statement was 14 made by Mr. Kitt? 15 A: No. 16 Q: You weren't aware at the time, and 17 you're not aware now? 18 A: You're asking me at the time. I've 19 now seen it in front of me, sir, so I'd say I'd be aware 20 of it now. 21 Q: You're aware of it now, but this is 22 the first that you had heard of it, is that -- is that 23 what you're telling me? 24 A: Yes, sir. 25 Q: Thank you. 2259 1 (BRIEF PAUSE) 2 3 MR. DON JACK: I understand from what Mr. 4 Barrack had said that we are going to hear from the other 5 witnesses, which I presume will include Mr. Kitt, and in 6 those circumstances, I don't have any further questions 7 of this Witness. 8 COMMISSIONER DOUGLAS CUNNINGHAM: All 9 right. We've already heard from Mr. Costin. I think 10 that's correct, is it, Mr. Barrack? 11 MR. MICHAEL BARRACK: Yes, and I think 12 you're going to hear from Mr. Filipetti too -- 13 COMMISSIONER DOUGLAS CUNNINGHAM: All 14 right. 15 MR. MICHAEL BARRACK: -- who was there, 16 as well. 17 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 18 you. 19 MR. DON JACK: Thank you, sir. 20 COMMISSIONER DOUGLAS CUNNINGHAM: That's 21 fine. 22 MR. MICHAEL BARRACK: I think your 23 counsel's calling him. 24 COMMISSIONER DOUGLAS CUNNINGHAM: Anyone 25 else? Anything, Mr. McDowell? 2260 1 2 RE-DIRECT EXAMINATION BY MR. WILLIAM MCDOWELL: 3 Q: Obvious question, but in relation to 4 the que -- the matter of development, you comply with 5 whatever the law requires you to comply at the time? 6 A: Yes, we do. 7 MR. WILLIAM MCDOWELL: All right. Thank 8 you. 9 That's it for today, sir. 10 COMMISSIONER DOUGLAS CUNNINGHAM: All 11 right, thank you very much, Mr. Latimer. 12 THE WITNESS: Thank you -- 13 COMMISSIONER DOUGLAS CUNNINGHAM: I 14 appreciate your help. Ten o'clock. 15 THE COURT CLERK: Order. All rise, 16 please. 17 COMMISSIONER DOUGLAS CUNNINGHAM: Oh, 18 just before we go, Mr. McDowell, what -- what do we have 19 in store tomorrow -- 20 MR. WILLIAM MCDOWELL: We have Mr. 21 Hansen. 22 COMMISSIONER DOUGLAS CUNNINGHAM: -- and 23 what is our timing? 24 MR. WILLIAM MCDOWELL: We have Mr. Hansen 25 and we have Mr. Dal Bello. And so I would hope that we 2261 1 can get through that by mid-afternoon if that -- 2 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 3 you. 4 THE COURT CLERK: All rise, please. This 5 This Inquiry stands recessed until tomorrow morning at 6 10:00 a.m. 7 8 --- Upon adjourning at 5:14 p.m. 9 10 11 12 Certified Correct, 13 14 15 16 ________________ 17 Sue Kranz, Ms. 18 19 20 21 22 23 24 25
July 31st, 2010
Source: The Mississauga Judicial Inquiry website:
July 27, 2010 Hearing transcript (Peter McCallion Day 1 testimony) at: http://mail.tscript.com/trans/mississauga/jul_27_10/index.htm
1784 1 2 3 4 MISSISSAUGA JUDICIAL INQUIRY 5 6 7 8 9 Before: Associate Chief Mr. Justice J. Douglas 10 Cunningham 11 12 13 14 15 16 17 18 19 HELD AT: 20 Provincial Offence Court 21 Mississauga, Ontario 22 July 27, 2010 23 24 Pages 1784 to 2004 25 1785 1 APPEARANCES 2 William McDowell )Commission Counsel 3 Naomi Loewith ) 4 Yashada Ranganathan ) 5 6 Freya Kristjanson (np) )For Mayor Hazel McCallion 7 Elizabeth McIntrye ) 8 Adrianne Telford (np) ) 9 Pavle Masic ) 10 11 Brian Gover ) For Peter McCallion 12 Luisa Ritacca ) 13 14 Clifford Lax, Q.C. )For City of Mississauga 15 Tracy Wynne ) 16 James Renihan ) 17 David Schwartz (np) ) 18 19 Michael Barrack )For OMERS 20 John Finnigan ) 21 Kim Ferreira (np) ) 22 James Roks (np) ) 23 Alana Shepherd (np) ) 24 Deborah Palter (np) ) 25 Ronald Podolny (np) ) 1786 1 APPEARANCES (Cont'd) 2 Alan Mark (np) )For Enersource 3 Kelly Friedman (np) ) 4 5 Don Jack ) For 156 Square One 6 Adam Goodman ) 7 8 Gerarda Mazza (np) ) For Mr. Leo Couprie 9 10 Michael Cohen (np) ) For Mr. Murray Cook 11 12 Jean-Claude Killey (np) ) For Mr. Tony DeCicco 13 Linda Rothstein ) 14 15 Patrick Eighenberg (np) ) For Mr. Jonathan Toll 16 17 Peter Cavanagh (np) ) For Mr. William Houston 18 19 20 21 22 23 24 25 1787 1 TABLE OF CONTENTS 2 Page No. 3 Exhibit List 1788 4 5 PETER MCCALLION, Sworn 6 Examination-in-chief by Mr. Brian Gover 1792 7 Cross-examination by Mr. Don Jack 1875 8 Cross-examination by Mr. Michael Barrack 1881 9 Cross-examination by Ms. Linda Rothstein 1884 10 Cross-examination by Mr. William McDowell 1889 11 Cross-examination by Mr. Clifford Lax 1973 12 13 Certificate of transcript 2004 14 15 16 17 18 19 20 21 22 23 24 25 1788 1 LIST OF EXHIBITS 2 EXHIBIT NO. DESCRIPTION PAGE NO. 3 187 COM001002761 Form 1CIA Initial Return/ 4 Notice of Change, confirmation of 5 filing dated August 9, 2006 6 189 COM001002004 W.C.D. Loan Agreement 7 between Leo Couprie and World Class 8 Developments Limited dated January 29, 2007 9 190 COM001002778 Declaration of Trust 10 192 COM001002781 World Class purchase from 11 OMERS dated February 2nd, 2007 12 193 COM001002019 Shareholders Agreement 13 dated January 28, 2007 14 194 COM001002005 Termination of Put and 15 Call Agreement dated October 19, 2007 16 195 COM001002001 Financial document dated 17 January 1, 2000 18 196 COM001002820 Promissory note dated 19 July 27, 2007 20 197 COM001002023 Declaration of Trust and 21 Shareholders Agreement dated August 1, 22 2007 23 206 MIS002003162 Affidavit of Peter 24 McCallion dated September 11, 2009 25 1789 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 207 MIS002003175 Affidavit of Peter 4 McCallion dated September 15, 2009 5 212 MIS00101004 - legal document - 6 MIS.001.010.144 (page 141 7 215 MIS020004150 - notes - conversation 8 re WCD settlement 9 234 MIS078001001 - Chronology 10 236 MIS079001009 - telephone records 11 dated November 5, 2007 12 238 MIS079001014 - telephone records 13 dated December 21, 2007 14 242 MIS079001041 - telephone records 15 dated October 9, 2008 16 247 OMR002002852 - email - re: WCD Request 17 to drop hotel conditions 18 249 OMR002002899 - email - fw: World Class 19 Developments - block 29, plan 43M-1010 20 Mississauga 21 257 WCD001002880 - email - WCD discussion 22 with Marilyn Ball dated February 25, 23 2008 24 258 OMR002002891 - email re: Hazel and 25 Oxford dated October 4, 2005 1790 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 261 OMR001002340 - email - re Hazel and 4 Oxford dated October 4, 2005 5 262 OMR001002335 - email - WCD request to 6 drop hotel conditions dated October 7 24, 2008 8 265 OMR002002871 - email re: WCD - update 9 269 WCD001001260 - email attachment World 10 Class.pdf dated June 09, 2010 11 272 MIS079001007 - telephone records dated 12 October 26, 2007 13 273 OMR001002322 - email - Re: WCD - Tony 14 Dicico call back dated December 2, 2008 15 275 OMR002002558 - memorandum - WCD - update 16 on sale of blocks 9 and 29 at Square One 17 dated December 15, 2008 1955 18 19 20 21 22 23 24 25 1791 1 --- Upon commencing at 10:05 a.m. 2 3 THE COURT CLERK: Order. All rise, 4 please. This Inquiry is now in session. Please be 5 seated. 6 COMMISSIONER DOUGLAS CUNNINGHAM: Good 7 morning. Mr. McDowell...? 8 MR. WILLIAM MCDOWELL: Yes. By agreement 9 with counsel for Mr. McCallion, Mr. McCallion will be 10 examined by Mr. Gover. 11 COMMISSIONER DOUGLAS CUNNINGHAM: Okay. 12 MR. WILLIAM MCDOWELL: And then I think 13 we'll have a bit of a discussion as to who gets the pole 14 position after that, but let's get the examination-in- 15 chief done. 16 COMMISSIONER DOUGLAS CUNNINGHAM: All 17 right. Mr. Gover...? 18 THE COURT CLERK: Do you wish to be sworn 19 or? Do you wish to be sworn? 20 COMMISSIONER DOUGLAS CUNNINGHAM: Has the 21 witness been sworn? 22 MS. LINDA ROTHSTEIN: Not yet, sir. 23 THE COURT CLERK: Do you wish to be sworn 24 on the Bible or make an affirmation? 25 MR. PETER MCCALLION: No, on the Bible. 1792 1 THE COURT CLERK: The Bible. State your 2 name in full. 3 MR. PETER MCCALLION: Peter McCallion. 4 THE COURT CLERK: Spell your last name 5 for the record. 6 MR. PETER MCCALLION: M-C-C-A-L-L-I-O-N. 7 8 PETER MCCALLION, Sworn 9 10 EXAMINATION-IN-CHIEF BY MR. BRIAN GOVER: 11 Q: Good morning, Mr. McCallion. 12 A: Good morning, Mr. Gover. 13 Q: Now I understand, sir, that you're 14 fifty-seven (57) years old; is that correct? 15 A: Yes. 16 Q: You are divorced? 17 A: Yes. 18 Q: You have one (1) daughter who's 19 twenty-one (21) years old; is that right? 20 A: Twenty-one (21), yeah. 21 Q: Now by way of education, I 22 understand, sir, that you completed grade twelve (12); is 23 that right, sir? 24 A: That is correct. 25 Q: Currently, you are employed selling 1793 1 new homes for De Zen Construction in Mississauga; is that 2 correct? 3 A: Mississauga, and we've sold some in 4 Brampton. 5 Q: And can you help me with this, Mr. 6 McCallion? Do you require a real estate licence in order 7 to sell new homes? 8 A: No, you do not. 9 Q: I understand, however, that you are 10 currently registered as a real estate agent; is that 11 correct? 12 A: Correct, yes. 13 Q: And you have held a -- a real estate 14 licence since the mid-1980s; is that correct, sir? 15 A: Yes. 16 Q: I understand that there have been a 17 couple of occasions when your real estate licence has 18 been suspended for one (1) reason or another, is that 19 correct? 20 A: Yes. 21 Q: And I understand that one (1) of 22 those occasions was in January 2007? 23 A: Yeah, based on continuing education. 24 Q: And -- and based on continuing 25 education; what do you mean by that Mr. McCallion? 1794 1 A: Well, every two (2) years you have to 2 complete twenty-four (24) credits. 3 Q: And I take it you'd failed to meet 4 all of those obligations, is that right, sir? 5 A: Yes. Yes. 6 Q: And more recently your licence was 7 suspended for a period of time for non-payment of some 8 sort of fees or insurance, is that right, sir? 9 A: Insurance, yes. 10 Q: And you've said insurance? 11 A: Insurance, yes. 12 Q: Now, in your experience then for 13 approximately twenty-five (25) years in real estate, what 14 type of real estate have you sold? 15 A: Well, in the beginning I sold homes, 16 then I moved into commercial in terms of land, buildings, 17 et cetera. 18 Q: I take it you've acted for purchasers 19 as well? 20 A: Yes. 21 Q: Has your work in the real estate 22 field been focussed in a particular geographical area? 23 A: Not specifically, no. In the GTA. 24 Q: In the Greater Toronto Area, then? 25 A: Correct. 1795 1 Q: Mr. McCallion, you live here in 2 Mississauga, is that right? 3 A: Yes. I grew up here. 4 Q: You've lived here all your life? 5 A: All my life. Streetsville. 6 Q: And I understand, Mr. McCallion, that 7 your parents had a printing and newspaper business in 8 Streetsville; is that correct? 9 A: Yes. I worked there quite a bit. 10 Q: Your father died in 1997? 11 A: Yes. 12 Q: I understand that he'd been ill for 13 some five (5) years, is that right, sir? 14 A: Yeah, with Alzheimer's. 15 Q: Now, we -- we've heard a rumour that 16 your mother is the mayor of Mississauga, Mr. McCallion. 17 A: I've heard the same rumour. 18 Q: I understand that your mother has 19 been involved in municipal politics since you were a 20 teenager. 21 A: Yeah, since high school, that I 22 recall. 23 Q: And that her involvement in municipal 24 politics predates the creation of Mississauga itself; is 25 that right, sir? 1796 1 A: Yes. 2 Q: Now, you've told us that you've been 3 involved in real estate for some twenty-five (25) years 4 or so; do you have a perception as to whether your 5 mother's role as mayor for some thirty (30) years or 6 more, thirty-two (23) I suppose, by my arithmetic, has 7 been a benefit or a detriment to you in your work? 8 A: More so a detriment than a benefit. 9 Q: What do you mean by that, Mr. 10 McCallion? 11 A: Some people don't want to deal with 12 me because of the perception of conflict. 13 Q: Do you perceive -- now, you say, 14 "more so a detriment than a benefit." 15 A: Definitely. 16 Q: What benefit do you see? 17 A: I get to meet a lot of people. 18 Q: I'd like to turn now to land in the 19 city centre of Mississauga, and in particular land in the 20 vicinity of the Square One Shopping Mall and the Living 21 Arts Centre. 22 A: Yes. 23 Q: And I understand that you became 24 aware of parcels of land that you understood were owned 25 by OMERS, or -- or through a subsidiary perhaps. 1797 1 Is that right, sir? 2 A: Yes. 3 Q: And in connection with that land, you 4 understood it was owned by OMERS; do you now, or did you 5 -- you learned along the way that there was a co-owner 6 involved? 7 A: Correct. Afterwards, yes. 8 Q: What was that co-owner, according to 9 your understanding? 10 A: It was a numbered company at the 11 time. 12 Q: Now, returning to Square One Shopping 13 Mall and the Living Arts Centre in what we call downtown 14 Mississauga, were you aware of any initiative, any drive 15 toward a particular type of construction project in that 16 area? 17 A: Well, it was well known -- publically 18 known that the City would like to have a hotel next to 19 the Living Arts Centre. 20 Q: And do you have any understanding as 21 to whether official plans or other plans published by the 22 City of Mississauga envisioned a convention centre and a 23 hotel in that area? 24 A: I believe it was in the official 25 plan. 1798 1 Q: Now, when we talk about the City 2 Centre and the concept of a hotel being built there, 3 first of all, we're talking about two (2) parcels that 4 you understood at the time were owned by OMERS. 5 Had you previously had any interest in 6 developing land in that vicinity for the purposes of 7 building a hotel? 8 A: Not prior to 2002, no. 9 Q: Under -- 10 A: I was aware of the land from previous 11 years before, I believe, when the ownership was under 12 Hammerson. And I believe that there were some prepaid 13 levies on the land. 14 Q: Right. Now, had you had listings for 15 other land in the vicinity in previous years? 16 A: Yes, I had a listing for Johnny 17 Lombardy's 29 acres on the -- in -- inside the City core. 18 Q: And what distance would that have 19 been from the two (2) parcels that we're concerned with 20 now -- 21 A: A couple thousand feet. 22 Q: -- near the Living Arts Centre? 23 A: A couple thousand feet. 24 COMMISSIONER DOUGLAS CUNNINGHAM: What 25 does that mean, 2,000 feet away? 1799 1 THE WITNESS: Roughly, yes. That's a 2 guesstimate. 3 4 CONTINUED BY MR. BRIAN GOVER: 5 Q: All right. And how much land did Mr. 6 Lombardy own? 7 A: I think it was 29.5 acres, actually. 8 Q: And -- 9 A: Fronting on Burnhamthorpe up to 10 Rathburn. 11 Q: Can you tell us what your involvement 12 was there? 13 A: Well, I had it actively for sale for 14 quite some time. I also represented Mr. Lombardy on the 15 City Centre Marketing Alliance, which was put together by 16 the City of Mississauga to promote the City core. 17 Q: What period are we speaking of now, 18 when you had this listing of land in that vicinity for 19 Mr. Lombardy and you represented him on the Alliance? 20 A: It'd be the early '90s, late '80s, 21 early '90s. 22 Q: What did you understand to be the 23 benefits, if any, of having a hotel and convention centre 24 in the -- the City core? 25 A: Well, it's instrumental to helping 1800 1 with the Living Arts Centre and vice versa. It works 2 both ways, for the hotel, as well as the Living Arts 3 Centre. 4 Q: Now, Mr. McCallion, the Inquiry has 5 already heard of a corporation referred to as World Class 6 Developments. 7 A: Yes. 8 Q: And we understand you had a role in 9 incorporating that company. 10 A: Yes, I did. 11 Q: Now, before we go there, let's deal 12 with some background. You've told us that you were aware 13 of this land that you understood was owned by OMERS. 14 A: Yes. 15 Q: And that you were aware of the -- the 16 City's plan, if I can call it that, for construction of a 17 hotel and convention centre in the area; is that right, 18 sir? 19 A: Yes. 20 Q: Now, apart from what you've told us 21 about a previous listing that you had for Mr. Lombardy, 22 how did you become involved in the concept of building a 23 hotel and convention centre in the City Centre -- in -- 24 on the OMERS land? 25 A: On that land -- 1801 1 Q: We'll start at the beginning, if we 2 can. 3 A: Yes. Well, a Chinese businessman, 4 Mr. Lee Shim, came to me and said he was interested in 5 building a hotel with condos -- 6 Q: Let's stop -- 7 A: -- in the City core. 8 Q: Thank you. Let's stop there. When 9 was that, sir? 10 A: That would be 2002. 11 Q: Now, Mr. Shim, you've told us, was 12 interested in building a hotel and convention centre in 13 the City Centre; is that right? 14 A: Correct. 15 Q: Did you understand that Mr. Shim 16 intended to do this alone or with others? 17 A: No, he had business partners in 18 China. 19 Q: Did you take any steps in light of 20 this expression of interest by Mr. Shim? 21 A: I put a little bit of a presentation 22 together and flew over with him to China to meet his 23 partners. 24 Q: And did that meeting take place? 25 A: Yes. It lasted about five (5) 1802 1 minutes. 2 Q: Do you remember how many of the 3 people you met with there? 4 A: I don't remember all their names, but 5 there was probably four (4) or five (5). There was one 6 (1) specific man that I did meet several times, called 7 the Marble King. 8 Q: Well, I take it that was a nickname? 9 A: Yeah. 10 Q: And maybe you could tell us how he 11 acquired that nickname. 12 A: Well, I believe that he owned at the 13 time about 80 percent of the marble market in China. 14 He's passed away since. 15 Q: So, Mr. McCallion, you made this 16 presentation in China to these would be investors; did 17 anything come of that, sir? 18 A: No, nothing came of it. 19 Q: By the way, you said you were 20 approached by Mr. Shim in 2002; when did the presentation 21 take place? 22 A: It was in December of 2002. 23 Q: Now, after December 2002, what was 24 the next step in your involvement in this concept of 25 building a hotel and convention centre on the OMERS' 1803 1 land? 2 A: Well, nothing happened for at least 3 two (2) years, to four (4) yea -- two (2) to -- two (2) 4 to three (3) years nothing happened. 5 Q: Right. And at the end of that two 6 (2) to three (3) years, what happened then, Mr. 7 McCallion? 8 A: Well, I was approached by someone 9 else who knew some Korean investors looking to invest in 10 Canada: a Mr. Gary Acheson. 11 Q: So then Mr. Acheson approached you? 12 A: Yes, I knew him from a friend. 13 Q: And was it explained to you who these 14 investors were? 15 A: They were from Korea, fairly wealthy. 16 He did give me the name; I've since forgotten it. And 17 they wanted to invest in Canada. 18 Q: Now you told us you made a 19 presentation to Mr. Shim two (2) or three (3) years 20 earlier; did you make a presentation to this group? 21 A: Not specifically. I took it to a 22 couple of developers, hoping that they would be able to 23 put something together. Only one (1) of them did: Mr. 24 Moldenhauer. 25 Q: And that's M-O-L-D-E-N-H-A-U-E-R, is 1804 1 that correct? 2 A: No. I've forgotten how to spell it 3 right now. 4 Q: Fair enough. 5 A: And he put a package together, but, 6 you know, two (2) pages, and we sent it off. They were 7 not impressed and they came back to me and said, You put 8 a development team together and we'll finance it. 9 Q: Now, first of all, you mentioned you 10 -- you approached two (2) developers, one (1) of whom was 11 Mr. Moldenhauer? 12 A: Yes. 13 Q: What's his first name, sir? 14 A: Michael. 15 Q: And had Mr. Moldenhauer had any 16 experience in development in Mississauga? 17 A: Yes. 18 Q: How much experience? 19 A: He has a few projects. 20 Q: So the word came back that they 21 proposal wasn't acceptable to this group; is that 22 correct? 23 A: Correct. 24 Q: And then that you should put together 25 your own group, is that right?
1805 1 A: Correct. Or a development team. 2 Q: Was there any indication as to how 3 this would be financed? 4 A: With their money. 5 Q: And we know from the time of 6 incorporation of World Class Development, which was 7 February 22nd, 2005, according to Exhibit 187, that it's 8 right in that period when World Class Developments was 9 incorporated? 10 A: Correct. 11 Q: Now, what role did you have in the 12 incorporation of the company? 13 A: I just called the lawyers and had 14 them incorporate it. 15 Q: Now, by this time, did you have an 16 understanding that any other company, or anyone else had 17 an interest in the OMERS land? 18 A: I don't believe anybody had an 19 interest. 20 Q: So then there was a -- a name change 21 in World Class Developments. I understand it began as 22 World Class Developments Inc., and there was a name 23 change to World Class Developments Limited in August 24 2006. 25 A: Yeah, that was based on a printing 1806 1 error. 2 Q: What kind of printing error? 3 A: Well, letterhead and business cards 4 had World Class Developments Limited on it instead of 5 Inc., so we had to change it. 6 Q: Right. So it was cheaper to change 7 -- 8 A: It's cheaper to -- 9 Q: -- the name of the company than 10 change the -- 11 A: Printing. 12 Q: -- stationery. Fair enough. 13 Now, then in putting together a team, what 14 type of people, what types of expertise, were you looking 15 for? 16 A: Well, first, I was looking for 17 someone that had done some development, hotel, potential 18 development as well, and financial. And Leo Couprie was 19 financial, and I chose Murray Cook because of his 20 experience in hotel and development, high-rise as well. 21 Q: And we're going to come back to those 22 individuals in a few moments. And what experience did 23 you bring to World Class Developments, Mr. McCallion? 24 A: I was strictly a real estate agent. 25 Q: What did you expect to gain in 1807 1 putting World Class Developments together and finalizing 2 a deal in relation to this land? 3 A: Potentially in the long-term, the 4 sale of the condos, because there -- there was twenty- 5 five hundred (2500) condos. Initially, it was hoping to 6 get a commission on the sale of the land, but in the end 7 it was apparent OMERS was not willing to pay. 8 Q: And as we'll see in the course of 9 your evidence today, you appear to have put some of your 10 own funds into World Class Developments; is that right, 11 sir? 12 A: Yes. 13 Q: And why did you -- we'll come to this 14 in greater detail, but why -- 15 A: Yes. 16 Q: -- did you do that if you were -- 17 A: Well -- 18 Q: -- a real estate agent hoping to 19 realize income on commissions? 20 A: -- at the point where I did put it 21 in, it was -- the company was running out of money and 22 had obligations that it had to meet. And in order to 23 keep the deal alive, I saw fit that I had to put some 24 money in to keep it alive until we found a financier. 25 Q: Have you ever done that before in a 1808 1 real estate deal? 2 A: I have loaned some money for deposit 3 money before, yes. 4 Q: Now, let's return now, then, to those 5 who you involved in WCD, or World Class Developments. 6 And first of all I'll ask you about Leo Couprie. 7 How do you know Mr. Couprie? 8 A: I actually met him on that trip to 9 China. He was a friend of Mr. Shim. 10 Q: So you're talking about the trip to 11 China in 2002? 12 A: In 2002, and we became friends. 13 Q: What business was Mr. Couprie in, 14 let's say, in 2005 and 2006? 15 A: He's in the import/export of seafood 16 as well as, you know, meat; import/export of food for 17 restaurants and whatnot. 18 Q: Do you have some understanding as to 19 what resources he has at his disposal? 20 A: He's comfortably well off and has 21 some spare cash, to my understanding. 22 Q: So you approached him to invest in 23 the project; is -- 24 A: Yes -- 25 Q: -- that right? 1809 1 A: -- I did. 2 Q: And did he agree to do that? 3 A: Yes, he did. 4 Q: And specifically, what was he 5 providing? What was the purpose -- 6 A: He was -- 7 Q: -- of his investment? 8 A: -- primarily providing deposit money. 9 Q: Can you explain that? Deposit money 10 for what? 11 A: Oh, for the purchase of the land, 12 seven hundred and fifty thousand (750,000). 13 Q: Perhaps we could go to Exhibit 189 14 now, please. And I'm showing you this document, it's 15 Exhibit 189 in these proceedings. 16 And it's a WCD -- World Class Developments 17 Limited Loan Agreement between Leo Couprie and World 18 Class Developments Limited. It's dated January 29, 2007. 19 Do you see that, sir? 20 A: Yes. 21 Q: And it appears to bear your signature 22 as guarantor; is that right? 23 A: Correct. 24 Q: And on -- for the borrower, whose 25 signature is that? Do you recognize that, sir? 1810 1 A: I don't recognize it, but it could be 2 either Murray Cook or -- or Leo. 3 Q: And who signed as the witness, sir? 4 A: My mother. 5 Q: Now, by its terms, this loan 6 agreement indicates that in exchange for lending WCD a 7 total of seven hundred and fifty thousand dollars 8 ($750,000) for the down payment, Mr. Couprie would 9 receive a return of his principal investment, plus an 10 additional seven hundred and fifty thousand dollars 11 ($750,000) once the development deal was completed; is 12 that correct, sir? 13 A: Correct, yes. 14 Q: Now, at that time, how were the 15 shares in WCD held? 16 A: Leo owned 100 percent. 17 Q: And why was Mr. Couprie given all of 18 the shares at that stage? 19 A: He had all the money. 20 Q: And at that stage, had anyone else 21 invested in the company? 22 A: No. 23 Q: Have you, yourself, ever been an 24 officer or director of WCD? 25 A: Never. 1811 1 Q: If I could turn you now, sir, to 2 another document, Exhibit 190. And this is a declaration 3 of trust. It doesn't appear to bear a date. 4 Do you recognize this document, Mr. 5 McCallion? 6 A: Yes, I do. 7 Q: Can you describe the circumstances 8 surrounding the -- 9 A: Well -- 10 Q: -- signing of this document? 11 A: Mr. Couprie and I were travelling 12 shortly after, away, and we decided to do a trust 13 agreement just in case something happened to us on the 14 plane and -- so that my family might get some benefit out 15 of this. 16 Q: And if we could scroll down to the 17 bottom, please, of the document. We see here your 18 signature, is that right, sir? 19 A: Yes. 20 Q: As the beneficiary. 21 A: Yes. 22 Q: And we see another signature above 23 the line, an indication, "Leo Couprie, the trustee," is 24 that right, sir? 25 A: Correct. 1812 1 Q: And we see a signature to the left. 2 A: That's my mother. 3 Q: Now, you've told me that this was 4 signed to offer some protection, is that right, sir? 5 A: Yes. 6 Q: Why did you and Mr. Couprie decide on 7 that particular occasion to enter into this trust 8 agreement? 9 A: Just because we were travelling. We 10 left -- I believe we travelled on January the 30th. 11 Q: Right. And you were travelling for 12 ten (10) days, is that right? 13 A: Approximately, yes. 14 Q: I think I know the answer to this 15 question, Mr. McCallion, but did either you or Mr. 16 Couprie have any assistance from a lawyer before signing 17 this document? 18 A: No, none. 19 Q: In fact, do you have any 20 understanding as to how the document was drafted? 21 A: I believe Leo Googled it on the 22 computer, and it came up with trust agreement. 23 Q: He Googled "trust agreement" or 24 "trust declaration" and -- 25 A: That's what came up. 1813 1 Q: Now, you told us your mother 2 witnessed it, is that right? 3 A: Yes, that is. 4 Q: And, first of all, sir, where was 5 this signed? 6 A: Well, I believe we were at dinner at 7 Pier 4 with Leo and his wife and me and my mother. 8 Q: And Pier 4 is -- 9 A: And I don't remember who else. 10 Q: -- is what, sir? 11 A: It's a restaurant in Toronto. 12 Q: So you were there at dinner, and -- 13 A: I believe we were travelling the next 14 day or a couple of days from that. 15 Q: Right, and hence your concern about 16 protecting your interest, is that right? 17 A: Correct. 18 Q: Did you review the document with your 19 mother? 20 A: No, I did not. 21 Q: Did she sign it in your presence? 22 A: Yes. 23 Q: From the best of your recollection 24 and observation, did she appear to read it before signing 25 it? 1814 1 A: No, she was strictly acting as a 2 witness. 3 Q: Did you discuss this document in her 4 presence? 5 A: No. Leo and I had discussed it prior 6 to. 7 Q: Now, let's scroll up a bit so we can 8 see more of this document, Mr. McCallion. It indicates 9 that: 10 "The trustee solemnly declares that he 11 holds 80 percent of the shares of World 12 Class Developments, Limited [and then 13 in parentheses] (the property) in trust 14 solely for the benefit of the 15 beneficiary. The trustee further 16 promises the beneficiary..." 17 And then we've got (a) and: 18 "(a) Not to deal with the property in 19 any way except to transfer it to the 20 beneficiary without the instructions 21 and consent of the beneficiary; (b) to 22 account to the beneficiary for any 23 money received by the trustee in 24 connection with holding the property; 25 (c) beneficiary to pay the trustee 1815 1 double the amount of money advanced by 2 World Class Developments Limited to 3 McCarthy Tetrault for deposits 4 regarding purchase of property from 5 OMERS Realty Management Corporation and 6 1331430 Ontario, Inc., as per attached 7 agreement of purchase and sale." 8 Have I read that correctly, sir? 9 A: Yes, you have. 10 Q: Now, did you understand at the time 11 that the term "beneficial ownership" meant that you 12 yourself owned the shares of WCD, and not Mr. Couprie? 13 A: No, I did not. They were still in 14 his possession. 15 Q: Now, I phrased that question in terms 16 of your understanding at the time -- 17 A: Yeah, at the time. 18 Q: -- which you told us was January 19 2007. What do you understand it to mean today, as we 20 stand here, July 27th, 2010? 21 A: Today, it would mean I own the 22 company. 23 Q: Now, after this agreement, or this 24 trust declaration was executed, and you've told us this 25 was January 2007, did you believe that you were a 1816 1 beneficial owner of World Class Developments? 2 A: No, I did not. 3 Q: Did you change the way you operated 4 in relation to World Class Developments in any way? 5 A: No, I did not. 6 Q: Did you believe, and we've just read 7 the terms together, did you believe that Mr. Couprie had 8 to deal with the shares of WCD in a manner that was 9 beneficial to you? 10 A: No, I did not. 11 Q: Do you recall how many copies of this 12 trust declaration were signed? 13 A: I thought there was just two (2). 14 Q: And what became of those copies after 15 they were signed in January 2007? 16 A: Well, I took mine home. I don't know 17 what Leo did with his. After we returned from the trip, 18 I didn't feel we needed it any more so I discarded mine. 19 Q: Right. Now, we've covered whether 20 you changed the manner in which you operated in relation 21 to the company, whether you believed you were a 22 beneficial owner, and also whether you understood that 23 Mr. Couprie had to deal with the shares in a manner that 24 was beneficial to you. 25 Let me take you now to Exhibit 197. And I 1817 1 appreciate that we don't see the whole document at once, 2 Mr. McCallion, but you'll see that, from the top of the 3 first page of this document, this is a Declaration of 4 Trust and Shareholders' Agreement dated August 1st, 2007, 5 between Landplex Inc., an Ontario corporation, and Leo 6 Couprie. 7 A: Yes. 8 Q: From -- from what you can see of that 9 document, sir, can you tell me whether you had seen this 10 Declaration of Trust and Shareholders' Agreement before? 11 A: I have seen it, but I have not read 12 it. 13 Q: All right. Did you understand that 14 subsequently Mr. -- this is subsequent to entering into 15 the Declaration of Trust in January 2007, that Mr. 16 Couprie gave 80 percent of his interest to Landplex, a 17 company apparently owned by Tony DeCicco? 18 A: Yes. 19 Q: Were you aware of this at the time, 20 that's as of August 1st, 2007? 21 A: I was aware of it. I didn't know the 22 details though. 23 Q: Did you have any say in Mr. Couprie's 24 decision to do that? 25 A: No, but I thought it was best for the 1818 1 company. 2 Q: And did you think that this line 3 here, which we can see on the screen, "whereas Leo is the 4 beneficial owner of eighty (80) common shares, the shares 5 in the capital stock of World Class Developments 6 Limited," did you think that that accurately reflected 7 Mr. Couprie's interest in World Class Developments? 8 A: Yes. 9 Q: By the way, at that time, who held 10 the -- the other 20 percent of the shares in World Class 11 Developments? 12 A: That was Murray Cook. 13 Q: Now you told me that you believe 14 there were two (2) copies of that declaration of trust 15 that we've seen previously, which was Exhibit 190. When 16 you returned from your trip with Mr. Couprie in February 17 2007, what did you do with your copy? 18 A: I discarded it, because the trip was 19 over. It was for the purpose of the trip only. 20 Q: And we've canvassed another issue, 21 and that had to do with Mr. Couprie's investment in the 22 company for the deposit or down payment of seven hundred 23 and fifty thousand dollars ($750,000). 24 A: Yes. 25 Q: After he invested that money, what 1819 1 was Mr. Couprie's role in the day-to-day operation of 2 World Class Developments? 3 A: Basically, I represented his 4 interest, because he was not interested in going to 5 meetings and -- development meetings and whatnot. So I 6 represented him. That was my role. 7 Q: Now, in representing him, was it your 8 job then to pass information onto him, pertaining to the 9 company? 10 A: Yes. 11 Q: Now, Murray Cook's name has come up 12 as well. And in the early stages of World Class 13 Development, you recruited him; is that right, sir? 14 A: Correct, yes. 15 Q: And you touched on this briefly. You 16 -- you said he'd been a developer, but how did you know 17 Mr. Cook? 18 A: He grew up in Streetsville , as well 19 as I did. He was a little bit older than me, but we went 20 to the same high school, but not together. 21 Q: And why in particular did you recruit 22 Mr. Cook, as opposed to someone else with development 23 experience? 24 A: Well, he has a lot of experience, and 25 I know him. He's a family friend. He's been president 1820 1 of Deerhurst. He was president of BC Place, I believe, 2 for ten (10) years. And he also was president of Emar 3 Developments in Dubai. 4 Q: Did you say, BC Place? 5 A: Yes. 6 Q: Or BCE Place? 7 A: No, BC Place. 8 Q: BC Place. 9 A: Vancouver. 10 Q: And in terms of negotiation with 11 vendors, who did you think would be dealing with the -- 12 the sellers of the property among your group? 13 A: Well, Murray would be the best for 14 that. 15 Q: And when we look at Exhibit 192, 16 which is the Agreement of Purchase and Sale -- I'll just 17 stop there. You'll see that this was sent to Mr. Cook by 18 way of covering letter dated February 2nd, 2007. 19 And first of all, sir, where were you on 20 February 2nd, 2007? 21 A: I believe I was in Vietnam. 22 Q: Where was Mr. Couprie on February 23 2nd, 2007, to the best of your recollection? 24 A: In Vietnam too. 25 Q: And in relation to this Agreement of 1821 1 Purchase and Sale negotiated with the vendors, we see 2 that it was sent to Mr. Cook. 3 And you've told us that you expected he 4 would take the lead in negotiation in any event; is that 5 right? 6 A: Yes. 7 Q: Now, you've told us that Mr. Cook 8 came to have 20 percent of the shares in World Class 9 Developments; is that right? 10 A: Yes. 11 Q: Did he invest money? 12 A: Not that I was aware of, no. 13 Q: How was it, then, that -- that Mr. 14 Couprie, who had held all of the shares in WCD, came to 15 part with some of them? 16 A: Well, Mr. Cook needed some benefit 17 for negotiating the deal and -- and lending his 18 credibility to the project. 19 Q: If we could turn to Exhibit 193, 20 please. 21 And what we have here is a Shareholders' 22 Agreement, dated February 28th, 2007, between World Class 23 Developments Limited, Murray Cook, and Leo Couprie; is 24 that right, Mr. McCallion? 25 A: Yes. 1822 1 Q: Mr. McCallion, first of all, were you 2 aware of Mr. Couprie's decision -- before I get there, do 3 you understand that this agreement reflects, in the 4 second paragraph, that Mr. Cook is the holder of 20 5 percent of the common shares of the Corporation? 6 A: Yes. 7 Q: And Mr. Couprie, the holder of 80 8 percent of the common shares of the Corporation; is that 9 right, sir? 10 A: Yes. 11 Q: And were you aware of Mr. Couprie's 12 decision to transfer shares to Mr. Cook? 13 A: I was aware of it. 14 Q: Now, were you made aware of this 15 agreement at the time? 16 A: I believe I saw it afterwards. 17 Q: Did you have any role in the 18 negotiation of that agreement as between Mr. Cook and Mr. 19 Couprie? 20 A: No, I did not. 21 Q: Now, you've told me that Mr. Cook 22 provided, if I can boil it down, expertise and 23 credibility to the project; is that right? 24 A: Very -- yes. 25 Q: Can you tell us about what Mr. Cook 1823 1 did then on behalf of World Class Developments, apart 2 from negotiating the Agreement of Purchase and Sale that 3 we've already seen? 4 A: Well, he knows a lot of the 5 consultants in Toronto, in terms of architects, hotel 6 consultants, planners that you all need. 7 Q: And if we speak of particular 8 consultants, Mr. McCallion -- 9 A: Yeah. 10 Q: -- the documents that the Commission 11 has obtained refer to Page + Steele -- 12 A: Yes. 13 Q: -- for example. 14 A: Architects. 15 Q: And who involved Page + Steele, then 16 -- 17 A: Murray may -- 18 Q: -- on behalf of World Class 19 Developments? 20 A: Murray did. He knew them. 21 Q: The documents also refer to Barry 22 Lyon. 23 A: Yes, he was -- he had worked with 24 Barry Lyon in the past. 25 Q: And Mr. Lyon and his firm are 1824 1 consultants in what field, Mr. McCallion? 2 A: Planning. 3 Q: The documents also refer to Horwath 4 Horizon Consultants. 5 A: Yes, they're hotel consultants. 6 Q: And did you have any understanding 7 about why hotel consultants were necessary? 8 A: Because the project called for a 9 hotel. 10 Q: If we could turn, please, to Exhibit 11 136, I'm going to show you a letter on the letterhead of 12 Marriott Hotels of Canada, dated February 23rd, 2006, 13 addressed to Mr. Murray Cook, World Class Developments, 14 400 Brunel Road, Mississauga, Ontario. And I'll give you 15 a moment to review that, sir. 16 A: Yes. 17 Q: Were you aware of this letter at the 18 time? 19 A: I knew that Murray had acquired a 20 letter, yes. I had not seen it though. 21 Q: You had not seen it at the time? 22 A: At the time, no. 23 Q: And in the second paragraph, I note 24 that it says: 25 "We are very aware of Mayor McCallion's
1825 1 desire to entertain a four-star 2 property close to the Living Arts 3 Centre and believe that the City needs 4 this hub to consolidate its profile and 5 positioning in the Province." 6 Let me stop there. I've asked you 7 previously about the City's interest in developing a 8 hotel in the City Centre. 9 A: Correct. 10 Q: Does this fairly represent what you 11 understood to be your mother's interest in developing a 12 hotel in the City Centre? 13 A: I believe there was a lot of people 14 that wanted a hotel next to the Living Arts Centre, 15 including her. 16 Q: Okay. So what we have here is a 17 letter expressing interest in participating in the 18 project, and this from the Marriott Hotel chain, is that 19 right, sir? 20 A: Correct, yes. 21 Q: Now, I've taken you previously to the 22 Agreement of Purchase and Sale, which was Exhibit 192, 23 and it's dated January 31st, 2007. And you've told me 24 that you expected Mr. Cook to play the leading role in 25 negotiating that on behalf of World Class Developments. 1826 1 What was your involvement, if any, in the 2 negotiations and eventual signing of the Agreement of 3 Purchase and Sale? 4 A: I was not involved in negotiations at 5 all. I did converse with Murray on a regular basis, but 6 I was not involved in negotiations whatsoever. 7 Q: Once the agreement of purchase and 8 sale was signed, did you obtain a copy? 9 A: Yes, when I came back from our trip. 10 Q: Who gave -- 11 A: I don't know immediately, but -- 12 Q: Okay. 13 A: -- shortly thereafter. 14 Q: Sorry for cutting you off, which I 15 did twice in the course of that answer. 16 Who gave you a copy of the executed 17 Agreement of Purchase and Sale? 18 A: It would have been Murray Cook. 19 Q: And, Mr. McCallion, did you think 20 that building a hotel and convention centre in the City 21 Centre was economically viable? 22 A: I believed it would have been 23 difficult, but not impossible, in terms of economics. 24 Q: Based on your experience in 25 development and real estate, how did you think -- or did 1827 1 you have any understanding as to how the -- the 2 construction of the hotel would be financed? 3 A: Well, the purpose of having condos on 4 the surrounding land would help finance the hotel, 5 meaning that a hotel by itself would probably not -- 6 completely by itself would probably not be economically 7 feasible. 8 Q: And with funding from the condo 9 development, did anyone tell you that a four-star hotel 10 was not economically viable, in any event? 11 A: The consultants, I believe, did say 12 it was difficult, but it could eventually happen over a 13 period of time. You build a hotel to four-star 14 standards, but you only get three-star service, because 15 the difference between the stars is usually service. 16 Q: And, Mr. McCallion, we've heard the 17 evidence from Mr. Costin about the negotiation of the 18 Agreement of Purchase and Sale. And you've told us that 19 -- that you were informed about the negotiation of it 20 from time to time. 21 During that process, did you ever talk to 22 your mother about the transaction? 23 A: Not that I recall, no. 24 Q: Is there a reason why you didn't do 25 that, sir? 1828 1 A: We had nothing to talk about. 2 Q: Why not? 3 A: It was taking a long time. I do 4 recall that. I believe we were negotiating for almost 5 two (2) years. But I don't recall if I -- if I did 6 mention anything, it would have been, it's taking a long 7 time. 8 Q: And, by the way, where do you live in 9 relation to where your mother lives? How far apart are 10 you? 11 A: Oh, two (2) minutes away, five (5) 12 minutes by walking. 13 Q: All right. And I understand that 14 it's a close family, is that right, sir? 15 A: Yes. 16 Q: How many times would you see your 17 mother in the average week? 18 A: Oh, five (5), six (6) times. 19 Q: And are there days when you might see 20 her more than once? 21 A: Yes, usually on weekends, more so 22 than during the week. But I used to drive her a lot to 23 functions and whatnot. 24 Q: Are there chores that you -- 25 A: Well -- 1829 1 Q: -- take on for her? 2 A: -- yeah, we have a pool -- or sorry, 3 a pond. We have a pool, too, but the pond is kind of a 4 maintenance nightmare. 5 Q: I'll keep that in mind. 6 A: Yeah. 7 Q: Now, in terms of Murray Cook, you 8 told me how you know Murray Cook. Are you aware of 9 whether your mother knows Murray Cook? 10 A: Oh, yes. Murray -- yes, my mother 11 knows Murray well. 12 Q: Did you understand at the time 13 whether Mr. Cook was speaking to your mother about the 14 project? 15 A: I probably would say -- suspect that 16 he would, yes. 17 Q: When I speak of "the time," I refer 18 to the time when the Agreement of Purchase and Sale was 19 being negotiated. 20 A: Yes, yes. 21 Q: Now more generally, do you talk to 22 your mother about your business affairs? 23 A: I let her know what I'm working on, 24 basically, just as a past tense. She usually says, you 25 know, Are you working; get to work. 1830 1 Q: A mother's concern. 2 A: Yes, exactly. 3 Q: And -- and how often during this 4 period, sir, would you have discussed your business 5 affairs with your mother, say in the year leading up to 6 the Agreement of Purchase and Sale being executed? 7 A: How many times would I have discussed 8 this specific project? I don't know, five (5), six (6) 9 times. 10 Q: Yeah, but how many times would you -- 11 how often would you discuss your business affairs with 12 your mother, in a more general way. 13 A: Oh, in a more general -- almost every 14 time I'd see her. She'd go, Oh, what are you working on, 15 what are you doing. Not specifically telling her exactly 16 what I'm doing, but... 17 Q: All right. Let's turn to another 18 individual whom you involved in World Class Developments, 19 and that's Tony DeCicco. 20 A: Yes. 21 Q: We understand from other evidence 22 that you brought Tony DeCicco into World Class 23 Developments in the summer of 2007. 24 A: Yes. 25 Q: How did you know Mr. DeCicco? 1831 1 A: I had met him on a property that I 2 had listed, and he was the purchaser. 3 Q: How long ago was that, or how many 4 year -- how long prior to 2007 was that, to be more 5 precise? 6 A: I'm guessing ten (10) or more years. 7 Q: And from that time to 2007, had you 8 had any other contact with Mr. DeCicco? 9 A: Oh, yes. We actually became friends. 10 Q: And in your work as a real estate 11 agent after that initial time -- 12 A: Yes. 13 Q: -- did you -- did you work with Mr. 14 DeCicco? 15 A: Yes, I had some listings that he had 16 for lease and whatnot. 17 Q: Now, why did you ask Mr. DeCicco to 18 become involved? 19 A: I believed he had the experience to 20 bring the project to fruition. He's -- he's built homes. 21 He's got commercial developments. And I believed he had 22 the financial resources. 23 Q: Now, that's why to involve Mr. 24 DeCicco, but why involve him at that point? Why involve 25 him in the summer of 2007? 1832 1 A: At that point the bills, were not 2 being paid, so we needed some financing right away. 3 Q: So when you refer to the bills not 4 being paid -- 5 A: Consultants, Page + Steele, Horvat, 6 et cetera. 7 Q: Was there another reason for 8 involving Mr. Co -- Mr. DeCicco in the project, apart 9 from the fact that you were concerned about failure to 10 meet financial obligations? 11 A: Yes. Well, at that time, it was 12 becoming apparent that Mr. Cook was looking to squeeze 13 Leo out of the company because of the lack of bills being 14 paid. 15 Q: Why was this a concern to you about 16 Mr. Couprie being squeezed out of the company by Mr. 17 Cook? 18 A: Well, I believed that I would not be 19 involved at that point if he got squeezed out, and I 20 would not be the agent for selling the condominiums in 21 the end, because Mr. Cou -- Mr. Cooper's -- sorry, Mr. 22 Cook's partners, or I believed to be potential partners, 23 had their own in-house sales staff. 24 Q: Now, to be precise about it, what did 25 you ask Mr. DeCicco to do by way of involvement in WCD? 1833 1 A: Well, basically, take over the lead 2 and -- and manage and put it together; deal with the 3 vendors, deal with the consultants, and deal with the 4 City. 5 Q: Now, you've touched on how you -- how 6 you knew him, and you've touched on his experience. Were 7 you aware of any particular developments that he was 8 involved in? 9 A: Well, he was building houses up in 10 Kleinburg, I know that. He had a plaza in Windsor. He 11 has some older developments in Mississauga. So he's -- 12 he's all over the place. 13 Q: This might be a time to return to 14 Exhibit 197, which is the August 1st, 2000, Declaration 15 of Trust and Shareholders' Agreement between Landplex and 16 Leo Couprie. We've already touched on this previously, 17 Mr. McCallion; you -- I won't ask you to repeat your 18 evidence in relation to this. 19 Did you have any concerns about this 20 agreement? 21 A: Well, I did not read it, so I didn't 22 have any concerns. 23 Q: Was it explained to you by anyone? 24 A: Well, Leo understood he was keeping 25 20 percent of 80 percent. 1834 1 Q: What did you understand it to mean, 2 in terms of your interest in WCD? 3 A: In my interest? 4 Q: Right. 5 A: Well, Leo was still part of the 6 company, and I believe he would ensure that somewhere 7 down the road, I would get the ability to sell the 8 condos. I trusted Mr. Couprie. 9 Q: To be clear about this, did you think 10 you had any other interest in WCD? 11 A: At that time, no. 12 Q: Now, you've told us that Mr. DeCicco 13 took over the day-to-day work in relation to WCD; is that 14 right? 15 A: Yes. 16 Q: And we've heard of -- of discussions 17 with the Easton's Group and a Mr. Steve Gupta. 18 A: Yes. 19 Q: Who involved Mr. Gupta? 20 A: That would be Tony DeCicco. 21 Q: And in fact, did you take part of a 22 tour of a -- of a hotel that is operated by Mr. Gupta? 23 A: Yes, I did. 24 Q: Can you tell us about that, please? 25 A: Well, that was a tour to see his 1835 1 Marriott Residence Inn on -- I don't remember what 2 street, but -- and -- 3 Q: In what city? And whereabouts? 4 A: Well, it's in Toronto. And so we 5 went on the tour. 6 Q: And when we say "we," sir, who are we 7 including in -- 8 A: I believe it -- 9 Q: -- this? 10 A: -- would be Tony, Steve Gupta, Ed 11 Sajecki, myself, my mother, and there might have been 12 another person, but I can't remember who they would have 13 been. 14 Q: Do you recall when this was? 15 A: I don't recall the date specifically. 16 Q: A month and a year, sir? 17 A: I don't remember the date. 18 Q: All right. So this group went on the 19 tour. And what was the outcome of the tour? 20 A: Well, I was not very impressed with 21 the style of hotel that he was proposing. Across the 22 street is the SoHo Hotel, so I do know that Mr. Sajecki 23 and I went over there. And I said, This is what I was 24 kind of envisioning for the City Centre, as opposed to 25 the Marriott. 1836 1 Q: And do you recall what your mother's 2 reaction was? 3 A: I don't recall. She stayed back. 4 Q: Now, we've mentioned Ed Sajecki. 5 A: Yes. 6 Q: And how long have you known Ed 7 Sajecki? 8 A: I've known Ed since he came to the 9 City. I'd meet him a lot of functions and kind of became 10 friends; but you know, not a friend that I go to his 11 house, but I see him at a lot of functions. We talk a 12 lot, talk about his farm up in Collingwood. 13 Q: The Commission's exhibits include a 14 number of appointment slips or Outlook calendar 15 appointment records relating to lunch -- 16 A: Oh, yeah. 17 Q: -- that you had with Ed Sajecki. 18 A: Oh, we would have lunch the odd time, 19 a couple, maybe three times a year. We'd just talk about 20 everything. Sometimes he would pay. Sometimes I would 21 pay. He always offered though. 22 Q: And when you say, We'd talk about 23 everything, can -- can you -- 24 A: Well -- 25 Q: -- can you narrow that down a bit for 1837 1 us? 2 A: I may have mentioned about World 3 Class, but we would have talked about other items as 4 well, not specifically World Class. 5 Q: And what was your purpose in having 6 lunch with Ed Sajecki on those occasions? 7 A: A friend. 8 Q: Also included in the documents that 9 the Commission has obtained are a number of voice mail 10 messages to your mother from Tony DeCicco. 11 A: Yes. 12 Q: Were you aware that Tony DeCicco 13 contacted your mother from time to time once he became 14 involved in World Class Development? 15 A: Well, I was aware he did contact her 16 sometimes. How many? I probably was not aware. 17 Q: And were you aware of this at the 18 time he was doing it? 19 A: Not specifically. 20 Q: Did you and your mother ever discuss 21 Mr. DeCicco contacting her? 22 A: No. 23 Q: Now, it appears that one of the 24 issues Mr. DeCicco contacted your mother about was 25 litigation between Murray Cook and Leo Couprie. 1838 1 A: Yes. 2 Q: Were you aware of Mr. DeCicco doing 3 that? 4 A: Yes, I am. He called her because my 5 mother knows Mr. Cook very well, family friend, and was 6 hoping that my mother could resolve their differences. 7 Q: And, in fact, did you ever attend a 8 meeting -- 9 A: Yes. 10 Q: -- that your mother also attended -- 11 A: Yes. 12 Q: -- in relation to that dispute? 13 A: Yes. 14 Q: Who else was there? 15 A: Nobody, that I'm aware of, other than 16 Tony, Murray, my mother, and myself; and it was not 17 resolved. 18 Q: Where did that meeting take place? 19 A: I believe at her house. 20 Q: Do recall your mother's role in the 21 meeting? 22 A: Keep the peace. 23 Q: Now, more generally, in your 24 experience, is it usual or unusual for developers and 25 business people to contact your mother? 1839 1 A: Oh, no, it happens every day. 2 Q: And -- 3 A: I'm not aware of it, of course, but I 4 -- I know they all call her. 5 Q: Do you have an understanding as to 6 what they typically ask for? 7 A: They have a problem with something, 8 either with the City, with another developer, et cetera, 9 et cetera. 10 Q: Now, Mr. McCallion, we're going to 11 turn to something we briefly touched on earlier, and 12 that's your loans to World Class Developments, which take 13 place in 2007, as we look at this chronology. 14 Now, you mentioned that a reason for 15 involving Mr. DeCicco was that World Class Developments, 16 as being run by Mr. Cook, wasn't meeting its financial 17 obligations, is that right, sir? 18 A: Correct. 19 Q: Now, at some point, did you become 20 concerned to the extent that you advanced money yourself? 21 A: Yes, well, I advanced money in order 22 to keep the deal alive until we could find a -- a 23 suitable financier and developer. And in order to keep 24 it alive -- if the deal fell apart at that point, all my 25 efforts for the last four (4) years or five (5) years 1840 1 have gone down the drain, which is not uncommon for a 2 real estate agent. 3 Q: Could we see Exhibit 195 please? 4 5 (BRIEF PAUSE) 6 7 Q: Have you ever seen this document 8 before? 9 A: Yes, after the inquiry started. 10 Q: All right. All right. You 11 understand this to be a financial record of WCD? 12 A: Yes. 13 Q: And in particular, I'm going to refer 14 you to March 7. And this is apparently 2007, because 15 it's immediately after an entry for March 1, '07. We 16 have a credit of thirty thousand dollars ($30,000), 17 details, "PJMC deposit." 18 Do you see that sir? 19 A: Yes, I do. 20 Q: And although you've only seen this 21 after the Inquiry was created by Municipal resolution, 22 can you tell us what that -- first of all, who is PJMC? 23 A: Well, that's myself. 24 Q: Peter J. McCallion? 25 A: Yes. 1841 1 Q: And the thirty thousand dollars 2 ($30,000), sir, can you tell us what that was about? 3 A: Well, we had some bills coming due. 4 Horvath is one specifically that I'm aware of that needed 5 -- needed to be paid. And the other one underneath, & 6 Co., a consulting company. 7 Q: So you're referring to a -- an entry 8 for March 19th and another entry for March 23rd -- 9 A: March 23rd -- 10 Q: Is that correct? 11 A: Yes. 12 Q: And then as we look down to May 24th, 13 we see another credit of seventy-three thousand five 14 hundred dollars ($73,500), and again, "PJMC deposit." Is 15 that correct, sir? 16 A: Correct. 17 Q: And that's another instance in which 18 you loan money to the company, is that right, sir? 19 A: Correct, yes. 20 Q: Did you ask Mr. Couprie or Mr. Cook 21 to pay the money to meet these obligations before loaning 22 the money yourself? 23 A: I probably did. I -- I do know Mr. 24 Couprie wasn't putting any more money in. And Mr. Cook, 25 I believe at the time, didn't have any money to put in. 1842 1 Q: When we look at these amounts -- 2 thirty thousand dollars ($30,000) and seventy-three 3 thousand five hundred dollars ($73,500) -- where did you 4 get that money, Mr. McCallion? 5 A: That was commissions owed to me from 6 De Zen Homes. 7 Q: Now, if we go to the next page, and 8 in particular to an entry for July 30th, we see a -- 9 another credit in the amount of fifty thousand dollars 10 ($50,000). 11 Is that correct, sir? 12 A: Yes. 13 Q: And again, in terms of details, in 14 that column we see "PJMC deposit." Is that right? 15 A: Correct, yes. 16 Q: Now, where did you get that money, 17 sir? 18 A: I didn't have any more resources of 19 my own, so I had to borrow that. I borrowed it from TACC 20 Construction. 21 COMMISSIONER DOUGLAS CUNNINGHAM: Sorry, 22 from who? 23 THE WITNESS: TACC. T-A-C-C. 24 25 CONTINUED BY MR. BRIAN GOVER: 1843 1 Q: Sorry, did you say you borrowed that 2 money from TACC? 3 A: I borrowed that money from TACC, yes. 4 Q: Why did you need to borrow money from 5 TACC? I -- we realize you didn't have money yourself, 6 but why did you need to put money into WCD, these 7 borrowed funds of fifty thousand dollars ($50,000), in 8 July 2007? 9 A: We had an obligation for a site plan 10 application fee was due, I see, August the 2nd. I 11 thought it was July 31st. 12 Q: There are some entries on this 13 document, Mr. McCallion. For example, we see on the 14 first page, April 5th, we see money going out, two 15 thousand three hundred and ten dollars and thirty cents 16 ($2,310.30). Details column says, "L. Couprie, PJMC 17 expense." 18 A: Yes. 19 Q: June 28, we see six thousand dollars 20 ($6,000), "PJMC Consulting." By the way, we see "PJMC 21 Consulting" on March 16th, as well, for a thousand 22 dollars ($1,000). And on August 3rd, on the second page, 23 we see seven hundred and seventy dollars ($770), and it 24 says, "L. Couprie, PJMC expense." 25 A: Yes. 1844 1 Q: Now, do you recall receiving money 2 from World Class Developments during this period? 3 A: Yes. I needed to live. I needed 4 some money to pay my own expenses. 5 Q: Now you mentioned the loan from TACC. 6 If we could look at Exhibit 196, please. 7 8 (BRIEF PAUSE) 9 10 Q: Actually, we don't need to go back to 11 the document, but there appear to be other entries where 12 you were receiving money -- expense money -- 13 A: Yes. 14 Q: -- from World Class Developments that 15 I didn't take you to. 16 A: Oh, okay. 17 Q: Is it fair that there may have been 18 other payments made to you in order to pay your expenses, 19 sir? 20 A: Other than what was on that sheet, I 21 believe not. 22 Q: Well, let's go back to it then, just 23 to be clear. Exhibit 195. 24 So just so that we're clear about this, in 25 terms of payments out to you, we have March 16th, one
1845 1 thousand dollars ($1,000). 2 A: Yeah. 3 Q: We have March 30th, one thousand 4 dollars ($1,000). 5 A: Yes. 6 Q: We have June 28th, six thousand 7 dollars ($6,000). 8 A: Yes. 9 Q: We have August 3, seven hundred and 10 seventy dollars ($770). 11 A: Yes. 12 Q: Oh, April 5, back on the first page, 13 two thousand three hundred and ten dollars and thirty 14 cents ($2,310.30), and that's "L. Couprie, PJMC expense." 15 16 A: Yes. 17 Q: You see that as well? 18 A: Yeah. 19 Q: And we've -- we've discussed, have 20 we, the reasons that you were obtaining money? Were 21 there any other reasons you were obtaining money from 22 World Class Developments at that time? 23 A: Well, the twenty-three ten (2310) for 24 April the 5th was for a trip -- for one of our trips. So 25 it went to Leo, because he put it on his credit card. 1846 1 Q: What was the purpose of the trip? 2 A: For his for business, and I do 3 photography when I'm there. 4 Q: Okay, let's go back to Exhibit 196 5 then. 6 7 (BRIEF PAUSE) 8 9 Q: So this is a promissory note in the 10 amount of fifty thousand dollars ($50,000), due November 11 1st, 2007. 12 If we could scroll down to the signature 13 on this, we see, sir, there are two (2) signatures. We 14 see that, first of all, on behalf of World Class 15 Developments Limited, we have a signature. 16 Whose signature is that? 17 A: That's mine. 18 Q: Per Peter McCallion, ASO. Is that 19 correct, sir? 20 A: Correct. 21 Q: Now, you apparently signed this on 22 July 27th, 2007? 23 A: Yes. 24 Q: At the time, did you understand what 25 ASO meant? 1847 1 A: Yes. 2 Q: What did you understand it to mean? 3 A: As signing officer. 4 Q: To the right of that we see co- 5 signer. We see your signature, or what appears to be 6 your signature again; is that correct, sir? 7 A: Correct, yes. 8 Q: You signed that as well? 9 A: Yes, I did. 10 Q: Now, why did you sign on behalf of 11 World Class Developments as -- as a signing officer? 12 A: We needed the money fairly quickly 13 for the July 31st deadline. 14 Q: In fact, did you have authority to 15 sign on behalf of World Class Developments? 16 A: No, I did not. 17 Q: Now, at that point, July 27th, 2007, 18 was Mr. DeCicco involved in the -- the project? 19 A: I believe he was in discussions with 20 Mr. Couprie at the time. 21 Q: So the answer is -- is -- 22 A: Yes. 23 Q: -- yes or no? 24 A: I would say yes, in terms of 25 directions. 1848 1 Q: Now, had your loans to World Class 2 Developments, or the TACC loan, which you obtained 3 apparently on behalf of World Class Developments, and 4 which you co-signed for here, have they been repaid by 5 World Class Developments? 6 A: No, they have not. 7 Q: Do you expect those loans to be 8 repaid? 9 A: I'm hoping they are, yes. 10 Q: By the way, who are the -- who is, or 11 who are the principal or principals behind TACC? 12 A: Well, Silvio de Gasperis and his 13 family. 14 Q: Silvio de Gasperis -- 15 A: Yes. 16 Q: -- and his family, is that correct? 17 A: Yes. 18 Q: I'm going to turn to another area 19 now, and that's amendments to the Agreement of Purchase 20 and Sale, which we understand take place in the spring 21 and summer of 2008. 22 MR. BRIAN GROVER: And Mr. McDowell has 23 made a sensible suggestion, and that's that this might be 24 an appropriate time to take the morning recess. 25 COMMISSIONER DOUGLAS CUNNINGHAM: All 1849 1 right. We'll take fifteen (15) minutes. 2 MR. BRIAN GROVER: Thank you. 3 THE COURT CLERK: Order. All rise 4 please. Court stands recessed fifteen (15) minutes. 5 6 --- Upon recessing at 11:25 a.m. 7 --- Upon resuming at 11:40 a.m. 8 9 THE COURT CLERK: Order. All rise, 10 please. The court's reconvened. Please be seated. 11 MR. BRIAN GOVER: Thank you, Mr. 12 Commissioner. 13 14 CONTINUED BY MR. BRIAN GOVER: 15 Q: If I could ask you to turn your mind 16 to the spring and summer of 2008. And as I mentioned 17 just before the recess, we're aware that there were 18 amendments made to the agreement of purchase and sale. 19 A: Yes. 20 Q: Now, at some point in 2008, did you 21 become concerned about the development project? 22 A: Yes, for a couple of reasons. 1) The 23 timing of the hotel and the timeframe that it had to be 24 started and majorly completed; as well as the economy in 25 the US that had started to tank. So it was -- and the 1850 1 first thing to go are hotels and airlines in a bad 2 economy. So I was concerned that the hotel was gonna be 3 a problem in terms of financial as well as timing. 4 Q: Right. Now, despite the recession 5 which was then taking root, were you confident, Mr. 6 McCallion, that the project would eventually get done? 7 A: Yes, very confident. 8 Q: Why so? 9 A: The City is a growing city. It's 10 probably one -- the number 1 city in Canada in terms of 11 development, and it was the best location for it. 12 Q: But you had those concerns about the 13 -- the economy and the timing for construction, is that 14 right, sir? 15 A: Correct, yes. 16 Q: Did others at World Class 17 Developments share those concerns? 18 A: Tony did. 19 Q: Was Mr. DeCicco doing anything about 20 that concern on this part? 21 A: Well, he was trying to extend the 22 time of the construction of the hotel and whatnot, in 23 terms of finishing. 24 Q: Who was he dealing with in that 25 regard, do you know? 1851 1 A: I believe he was dealing with OMERS. 2 Q: Now, in and around that time, did you 3 have a discussion with anyone from OMERS? 4 A: I believe I did have a short 5 discussion with Michael Kitt, saying that we needed more 6 time. 7 Q: Do you remember any of the -- the 8 details surrounding that conversation? 9 A: No. That's -- I don't remember that 10 one specifically. No. 11 Q: Was that a -- an in-person meeting, 12 or was it over the telephone? 13 A: I believe it was in person, no. 14 Q: Now, ultimately we know that World 15 Class Development and OMERS did enter into an amending 16 agreement. And in that respect, we have Exhibit 105, 17 which I'll ask to be displayed now. 18 19 (BRIEF PAUSE) 20 21 Q: Now, first of all, sir, have you seen 22 this amending agreement before? 23 A: Well, during the Inquiry, yes. I 24 don't believe it saw it when it was accomplished. 25 Q: It's dated July 31st, 2008? 1852 1 A: Yes. 2 Q: Did you play any role in negotiating 3 the terms of this amending agreement? 4 A: No, I did not. 5 Q: How would you describe your 6 involvement in World Class Developments between July and 7 the fall of 2008? 8 A: Nothing had changed in my involvement 9 that I was aware of. 10 Q: During that period, did you tell Mr. 11 DeCicco that you wanted out of the deal? 12 A: I don't recall that. 13 Q: Did you ever tell him that? 14 A: I don't recall that. 15 Q: Did you ever tell anyone else that 16 you wanted out of the deal? 17 A: No. 18 Q: Now, in the fall of 2008, I 19 understand that you met with two (2) representatives of 20 OMERS, is that right, sir? 21 A: Correct, yes. 22 Q: Who were they? 23 A: Michael Kitt and John Filipetti. 24 Q: Why did you meet with them in the 25 fall of 2008? 1853 1 A: Because of the economy at the time 2 and the timing of the hotel, it was apparent that we 3 needed a lot more time to accomplish the hotel part of 4 the project, strictly rated -- related to the economy. 5 Q: Did you ask them for anything in 6 particular? 7 A: Well, I asked them for more time on 8 the hotel. I wasn't asking them for -- delete the hotel, 9 just more time to complete the project. 10 Q: When you say you weren't asking them 11 to "delete" the hotel, what do you mean by that? 12 A: Well, I guess if you deleted the 13 hotel, it'd be all condos. 14 Q: Deleting the condition in the 15 Agreement of Purchase and Sale that required construction 16 of a hotel? 17 A: Correct, yes. 18 Q: And so that I'm clear about that, was 19 World Class Developments backing away from building the 20 hotel at all -- 21 A: No. 22 Q: -- to your understanding? 23 A: Not to my understanding, no. We -- 24 they weren't backing away at all. Just the timing of the 25 hotel. 1854 1 Q: Do you recall any response to your 2 request by Mr. Kit of Mr. Filipetti? 3 A: Yes. Specifically, Mr. Kitt 4 suggested that if we increase the purchase price by 2 1/2 5 million, he doesn't care if we ever build a hotel. 6 Q: During this same time, were you aware 7 of mother's involvements in any discussions with OMERS 8 about the project and the deal? 9 A: No, I was not. 10 Q: During this same time, did you ever 11 tell anyone that you were off the project or off the 12 file? 13 A: Not that I recall, no. 14 Q: During the fall of 2008, did you have 15 conversations with your mother about World Class 16 Developments -- 17 A: When? 18 Q: -- that you recall now? 19 A: That I recall now? Other than -- I 20 don't recall really having a specific conversation, other 21 than the timing of the hotel. But I don't recall having 22 a conversation with her on that. 23 Q: Now, Mr. McCallion, I'm going to turn 24 to another area, and that is the litigation between OMERS 25 and World Class Developments. And of course, there's a 1855 1 matter of some affidavits that we need to discuss. 2 Before I do that, let's turn to Exhibit 3 117. 4 5 (BRIEF PAUSE) 6 7 Q: You'll see that Exhibit 117 is a 8 letter dated January 9th, 2009? 9 A: Yes. 10 Q: And it's addressed to Mr. Rosenblatt 11 and Ms. Bianchini at Minden Gross; is that correct, sir? 12 A: Yes. 13 Q: And they were the lawyers for World 14 Class Developments at the time; is that right, sir? 15 A: Yes, as well as Emilio Bisceglia. 16 Q: You understand that this exhibit 17 constitutes the written notice from the vendors that they 18 were terminating the Agreement of Purchase and Sale? 19 A: Yes. 20 Q: Now, sir, did you see a copy of that 21 letter at the time? 22 A: No, I did not. 23 Q: But I take it you became aware that 24 the document had been delivered; is that right, sir? 25 A: Yes. Tony informed me at some point. 1856 1 Q: You understand, Mr. McCallion, that 2 ultimately there was litigation commenced by OMERS 3 against World Class Developments? 4 A: Yes. 5 Q: And you understand that OMERS 6 commenced an application for a determination that the 7 Agreement of Purchase and Sale was terminated and that 8 World Class Developments had no right or claim to the 9 OMERS's land? 10 A: Correct. 11 Q: Now, sir, were you a named party in 12 that litigation, to the best of your -- 13 A: Not that I was -- 14 Q: -- recollection? 15 A: -- aware of, no. 16 Q: I understand, though, that you became 17 involved in the litigation; is that right, sir? 18 A: Yes. 19 Q: How did you become involved in the 20 litigation? 21 A: Tony and Emilio wanted me to sign an 22 affidavit in regards to the litigation. 23 Q: Now, I understand that you attended a 24 meeting in early August 2009; is that correct, sir? 25 A: Yes. 1857 1 Q: Do you recall where that meeting was? 2 A: That was Emilio's office. 3 Q: Do you recall how long the meeting 4 lasted? 5 A: An hour or so. 6 COMMISSIONER DOUGLAS CUNNINGHAM: Would 7 that be Minden Gross? 8 MR. BRIAN GOVER: No, it's -- 9 COMMISSIONER DOUGLAS CUNNINGHAM: Who's 10 Emilio? 11 MR. BRIAN GOVER: Emilio Bisceglia. B-I- 12 S-C-E-G-L-I-A. And his office is -- 13 THE WITNESS: 7940 Jane -- 14 MR. BRIAN GOVER: It's in -- 15 THE WITNESS: -- Street? 16 MR. BRIAN GOVER: -- Vaughan, I 17 understand. Is that fair? 18 THE WITNESS: Yeah, seventy (70) -- 19 MR. BRIAN GOVER: Thank you. 20 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 21 you. 22 THE WITNESS: It's 7941, something like 23 that. 24 25 CONTINUED BY MR. BRIAN GOVER: 1858 1 Q: In fact, Mr. Bisceglia's firm is 2 Bisceglia and Associates Professional Corporation, Suite 3 200, 7941 Jane Street, Concord, Ontario. Just to take 4 some of the guesswork out of it, Mr. McCallion. 5 So you had this meeting, and I understand 6 that you were asked to swear an affidavit in relation to 7 the litigation; is that right? 8 A: Correct, yes. 9 Q: Who asked you to do that? 10 A: I believe it was Tony and Emilio. 11 Q: And so that we're clear about what 12 you understood Mr. Bisceglia's role to be, what was that? 13 A: I believed he to be the lawyer for 14 World Class Developments. 15 Q: Now, we know, Mr. McCallion, that you 16 agreed to swear an affidavit in relation to the 17 litigation, is that correct, sir? 18 A: Correct. 19 Q: Could we see Exhibit 212, please? 20 21 (BRIEF PAUSE) 22 23 Q: Sir, do you see that on the screen 24 now? 25 A: Yes. 1859 1 Q: So here we see the first page of this 2 exhibit. And it appears to be an affidavit of Peter 3 McCallion, sworn August 24, 2009, is that correct? 4 A: Yes. 5 Q: This then is your affidavit? 6 A: Yes. 7 Q: And if we go to the final page of the 8 main part of the affidavit at page 18, below paragraph 9 76, we see a signature on the signature line, below which 10 is the name Peter McCallion, is that correct, sir? 11 A: Correct. 12 Q: Whose signature is that? 13 A: On the -- 14 Q: The -- 15 A: That's my signature. 16 Q: Right, on the right-hand side. And 17 who commissioned this affidavit, do you recall? 18 A: That would have Emilio. 19 Q: And it was apparently, as it recites 20 on the front page, sworn on August 24th, 2009, is that 21 right, sir? 22 A: Yes. 23 Q: Now, in terms of preparation of this 24 affidavit, Mr. McCallion, who prepared the affidavit? 25 A: I believe Emilio prepared the 1860 1 affidavit. 2 Q: When did that take place, to the best 3 of your knowledge? 4 A: Between August the 6th and the 24th. 5 Q: You've told us about going to a 6 meeting in early August. Is that the meeting of August 7 6th? 8 A: Yes, with Paliare Royale. 9 Q: Paliare Roland. 10 A: Oh, sorry. 11 Q: And that's a law firm in Toronto, is 12 that correct, sir? 13 A: Yes. 14 Q: Now, you -- you obviously swore this 15 in Mississauga on August 24th. Were there any meetings 16 between August 6th and August 24th? 17 A: None. 18 Q: Were you given a draft of the 19 affidavit to review? 20 A: Yes, I was. 21 Q: How many drafts of the affidavit did 22 you see? 23 A: At least two (2) that I'm aware of. 24 Q: Who provided the drafts to you? 25 A: Emilio provided them by email, I 1861 1 believe. 2 Q: And did you in fact review the 3 drafts? 4 A: Yes, I did. 5 Q: Do you recall making any revisions? 6 A: I made quite a few revisions. I 7 don't recall what they were at this point. 8 Q: Did you retain copies of any of the 9 drafts -- 10 A: No, I -- 11 Q: -- either of the drafts? 12 A: No, I did not. 13 Q: Prior to signing the affidavit on 14 August 24th, 2009, did you ever sit down and discuss this 15 affidavit with anyone? 16 A: I didn't sit down and discuss it with 17 anybody. 18 Q: Now, if we go back to the first page 19 of this affidavit, Mr. McCallion, and in particular, 20 we'll focus on paragraph 1, we see that it says this: 21 "I am a registered real estate agent by 22 profession and have worked in that 23 capacity in the City of Mississauga, 24 the City, for over twenty-five (25) 25 years. 1862 1 I am one of the principals of World 2 Class Developments Limited, WCD." 3 Have I read that correctly, Mr. McCallion? 4 A: Correct. 5 Q: Now, this term, "principal," is that 6 a term that you use, sir, in your ordinary language? 7 A: No, it's not. 8 Q: Now, you've told me that you didn't 9 sit down and discuss the affidavit with anyone prior to 10 signing it. After signing it, did you discuss this 11 affidavit with anyone? 12 A: After signing it? 13 Q: Yes. 14 A: No. 15 Q: All right. I'm not talking about 16 August 24th. Subsequently, did someone come -- did -- 17 did -- did concerns come to your attention about this 18 affidavit? 19 A: Yes. My mother phoned me one day and 20 said -- says, You're a principal. I says, Where? She 21 said, On the front page. 22 Q: Right. So we'll come back to that in 23 a moment. Had you previously let your mother know that 24 you were being asked to provide an affidavit? 25 A: I mentioned it on the phone to her 1863 1 once that I -- they asked me to provide an affidavit, and 2 I did mention that there were a lot of changes to it that 3 I had to make. I didn't mention what they were. 4 Q: And to be specific about it, prior to 5 signing the affidavit on August 24th, when you were still 6 dealing with revisions, did you discuss the contents of 7 the affidavit with your mother? 8 A: No, I did not. 9 10 (BRIEF PAUSE) 11 12 Q: When you swore this affidavit on 13 August 24th, who was present when you did that? 14 A: Emilio and myself, and I think Tony 15 was there. 16 Q: And, Mr. McCallion, as of August 17 24th, 2009, did you understand you were a principal of 18 World Class Developments? 19 A: No, I did not. 20 Q: How do you account for the fact that 21 paragraph 1 of this affidavit contains the statement: 22 "I am one (1) of the principals of 23 World Class Developments Limited." 24 I simply missed it. I corrected the first 25 half of the sentence, because I believe Emilio had me in 1864 1 there for thirty-five (35) years as a real estate agent. 2 So I corrected that, and then I stopped reading, and I 3 went to page 2. 4 Q: Prior to signing the affidavit on 5 August 24th, did you discuss the meaning of the word 6 "principal" with Mr. Bisceglia or anyone else? 7 A: I didn't discuss it with anybody. 8 Q: Now, you've told me that your mother 9 contacted you afterwards, after August 24th, apparently, 10 and said, Well, it -- you're a principal, or something to 11 that effect; is that right? 12 A: Correct. 13 Q: Do you know how your mother became 14 aware of what this affidavit said? 15 A: I'm not exactly sure. It could have 16 been somebody at the City. I'm -- I can speculate. 17 Q: I won't ask you to speculate, Mr. 18 McCallion. Thank you. 19 Now, when your mother raised the word 20 "principal" with you, did you have any understanding -- 21 you've told me it's not a word you use in everyday 22 conversation. 23 A: No. 24 Q: But, did you have an understanding as 25 to what "principal" meant?
1865 1 A: To me it meant an ownership. 2 Q: At the time, did you think you were 3 an owner? 4 A: No, I did not. 5 Q: What did you do after this 6 conversation with your mother? 7 A: I phoned Emilio and said, We need to 8 correct the affidavit, because it says I am a principal, 9 where I am not. 10 Q: Did Mr. Bisceglia do anything in 11 response to that request? 12 A: He was downtown at the time, so he 13 instructed his office to type it up, which he did. 14 Q: Can we go to Exhibit 206, please. 15 What I show you now, Mr. McCallion, is Exhibit 206, which 16 appears to be an affidavit sworn by you. 17 And if we look at the second page, we see 18 that it was apparently on September 11th, 2009, is that 19 correct, sir? 20 A: That is correct. 21 Q: Now, you told me that Mr. Bisceglia 22 had prepared this but that he was downtown, is that 23 correct? 24 A: In discoveries over something else, 25 so he was unable to commission it. 1866 1 Q: Pardon me. He asked -- Mr. Bisceglia 2 asked his staff to prepare it, might be the -- 3 A: Correct. 4 Q: -- correct -- 5 A: Correct, yes. 6 Q: -- way to put that. So we don't know 7 who at Mr. Bisceglia's office prepared this -- 8 A: Oh, we -- I don't know that. 9 Q: -- affidavit, is that correct? 10 A: No. 11 Q: Thank you. I may have -- I may have 12 misled you in trying to summarize your testimony. 13 So we see that this affidavit then was 14 commissioned by someone at another law firm, Danson 15 Schwarz Recht, is that correct, sir? 16 A: Correct, yes. 17 Q: And why did you have your affidavit 18 commissioned there? 19 A: I know them very well. 20 Q: Now, before you swore this affidavit 21 on September 11th, did Mr. Bisceglia ever suggest to you 22 that he had documents or that he believed you were indeed 23 a -- a principal or owner of WCD? 24 A: No. 25 Q: Did Mr. Bisceglia ever express any 1867 1 concern about you wanting to swear a revised affidavit? 2 A: Not that he told me. 3 Q: I understand that you signed a 4 further affidavit on September 15th, 2009, is that 5 correct, Mr. McCallion? 6 A: Correct, yes. 7 Q: And in that respect, I show you 8 Exhibit 207. And if we go to the second page, we'll see 9 that this was apparently signed by you on September 15th, 10 2009, is that correct, sir? 11 A: Correct. 12 Q: Where did you have this affidavit 13 commissioned? 14 A: At the same place in Brampton. 15 Q: And we can now actually read the 16 stamp. It says: 17 "Heather Welner --" 18 A: Welner. 19 Q: 20 "-- a commissioner, Province of 21 Ontario, for Danson Schwarz Recht, 22 LLP." 23 Is that correct, sir? 24 A: Correct. 25 Q: Now, Mr. McCallion, why did you find 1868 1 it necessary to swear a -- a further affidavit? 2 A: I believed it wasn't clear, the first 3 one, that the September 11th affidavit was not clear and 4 specific. So I wanted to be a little more specific, as I 5 am not a principal of WCD. 6 Q: So what you're referring to is the 7 statement: 8 "I am preparing this affidavit to amend 9 paragraph 1 of my affidavit sworn on 10 August 24, 2009. The second sentence 11 of paragraph 1 of this affidavit, which 12 reads, quote: 'I am one of the 13 principals of World Class Developments 14 Limited (WCD),' should be deleted, as 15 it is not true." 16 Pardon me, I should have said "end quote" 17 after "World Class Developments, WCD": 18 "...is not true. I am not a principal 19 of WCD." 20 A: Correct. 21 Q: Did anyone speak to you about the 22 need for that clarification that you apparently felt was 23 necessary? 24 A: I believe my mother told me that it 25 needed to be more clarified. 1869 1 Q: Did she say why? 2 A: No, just more clarified. 3 Q: And to be clear about this, at the 4 time -- and now we're speaking of times; we're speaking 5 of August 24th, September 11th, and September 15th. 6 Did you believe you were a principal of 7 WCD on any of those occasions? 8 A: No, I did not. 9 Q: How would you have described yourself 10 at the time, in terms of your relationship with World 11 Class Developments? 12 A: At the time, I was basically acting 13 as real estate agent and the promoter of the development, 14 visionary. 15 Q: Let me ask you this directly, Mr. 16 McCallion. Did you swear the September affidavits in an 17 attempt to minimize your role within World Class 18 Developments at your mother's request? 19 A: No. 20 Q: In fact, did you swear the September 21 affidavits because you wanted to minimize your interest 22 in WCD at all? 23 A: No, I did not. 24 Q: Now in retrospect, today, as we're 25 here on July 27th, 2010, knowing what you know now, what 1870 1 is your view of the accuracy of the first affidavit, the 2 August 24th affidavit? 3 A: Based on what I know today, I was a 4 principal. 5 Q: Why do you say that, sir? 6 A: By way of the trust declaration. 7 Q: I'm turning now to the final area 8 that we'll cover today, Mr. McCallion, and that is the 9 settlement of the OMERS and World Class Developments 10 litigation. 11 Did you play any role in facilitating that 12 settlement, sir? 13 A: I arranged a meeting between Tony 14 DeCicco and Dave O'Brien. 15 Q: Can you tell me how that came about, 16 please? 17 A: Well, it was at a TACC golf dinner at 18 TACC, and Dave O'Brien was there. And he came to me and 19 said, I hear you're having difficulties with OMERS; can I 20 help. 21 Q: Pardon me, did you tell me when this 22 was? 23 A: It'd be in July, but I don't have a 24 date. 25 Q: In July of 2009 though? 1871 1 A: 2009, yes. 2 Q: Right. 3 A: Or June. It could have been the end 4 of June. I don't remember when the date of the golf 5 tournament was. 6 Q: Fair enough. Now, I'd interrupted 7 you. You were saying that Mr. O'Brien approached you at 8 this charity golf tournament. 9 A: Correct. And he said if he could 10 help to settle the differences. I says, Okay, I will 11 arrange a meeting with Tony and yourself and see if 12 something can be settled. 13 Q: Did you attend that meeting? 14 A: Yes, I did. It was a breakfast 15 meeting. 16 Q: Where did it take place? 17 A: Sunset Grill in Mississauga. 18 Q: Was there a further meeting? 19 A: Yes, there was. 20 Q: Where -- 21 A: There was no resolution in the first 22 meeting. 23 Q: Fair enough. And then there was a 24 further meeting, and where was it? 25 A: That was at the Delta Hotel in 1872 1 September. I don't have the exact date. 2 Q: Now, you attended that meeting as 3 well? 4 A: Yes, I did. 5 Q: So you've told me your role was 6 facilitating settlement by arranging meetings, is that 7 right? 8 A: That's correct. 9 Q: Did you play any other role at the 10 meetings themselves? 11 A: No, I did not. 12 Q: From your observations, how close 13 were the parties in their positions? 14 A: They weren't close at the first -- 15 Q: Can you elaborate on that? 16 A: -- at the first or the second 17 meeting. Tony was, I believe, eight (8) or 10 million, 18 and I think David had maybe mentioned 2 million or 19 something. I don't really -- exact -- know the number. 20 Q: Did Mr. DeCicco talk to you about the 21 final settlement terms? 22 A: No, he didn't. 23 Q: Did Mr. Bisceglia? 24 A: No, he did not. 25 Q: Did Mr. O'Brien? 1873 1 A: No, he did not. 2 Q: Did you expect to be consulted about 3 the final settlement terms? 4 A: No, I did not. 5 Q: Did you sign any of the settlement 6 documents? 7 A: No, I did not. 8 Q: Were you asked to sign anything? 9 A: No, I wasn't. 10 Q: Now, in September, we -- we know that 11 this actually settled, I believe, September 11th, 2009. 12 When this matter settled, did you expect 13 to receive a part of the proceeds of the settlement? 14 A: No, I expected to receive the money 15 that I had put in, though, and the loan to TACC to be 16 paid. 17 Q: When you refer to the money that 18 you'd put in, I take it you're referring to the -- the -- 19 the three (3) loans, the -- the TACC loan and the two (2) 20 other loans -- 21 A: Correct. 22 Q. -- is that right? 23 A: Yes. 24 Q: That we've cover -- 25 A: Minus whatever I took out already. 1874 1 Q: And we've covered those in the course 2 of -- 3 A: Yes. 4 Q: -- my questions of you this morning, 5 is that fair? 6 A: Correct, yes. 7 Q: And that was your expectation in 8 September of 2009 in relation to payments from World 9 Class Developments. 10 Today, July 27th, 2010, do you expect to 11 receive any payment from World Class Developments, Mr. 12 McCallion? 13 A: No, I do not. 14 Q: Any payment apart from, perhaps, 15 repayment of the loan? 16 A: Oh, repayment of the loans for sure. 17 Anything above that, I'm not expecting anything. 18 Q: Thank you very much, Mr. McCallion. 19 Those are my questions. 20 21 (BRIEF PAUSE) 22 23 COMMISSIONER DOUGLAS CUNNINGHAM: Mr. 24 McDowell? 25 MR. WILLIAM MCDOWELL: There's been some 1875 1 discussion among counsel as to the order. I wonder if it 2 might make sense to have some of the questioners who've 3 indicated they're going to be fairly brief go now. 4 Messrs. Jack and Barrack, I gather, have a 5 few questions. 6 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 7 MR. WILLIAM MCDOWELL: And perhaps Ms. 8 Rothstein, if we get there. 9 MS. LINDA ROTHSTEIN: Yes, Your Honour. 10 I only have a few questions, but I'd actually like a 11 brief opportunity just to speak to someone before I ask 12 those questions. 13 COMMISSIONER DOUGLAS CUNNINGHAM: All 14 right. Well, why don't we -- Mr. Jack or Mr. Barrack, if 15 they're ready to proceed, why don't we do that. 16 MR. WILLIAM MCDOWELL: Sure. 17 MR. DON JACK: Thank you. 18 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 19 you, Mr. Jack. 20 MR. DON JACK: Thank you. 21 22 CROSS-EXAMINATION BY MR. DON JACK: 23 Q: Mr. McCallion, my name is Don Jack, 24 and I represent 156 Square One Limited. 25 A: Oh, yes. 1876 1 Q: Thank you. Now, you have been active 2 as a registered real estate agent in the Mississauga area 3 for many years? 4 A: Yes. 5 Q: And active, particularly in more 6 recent years, as a commercial real estate agent? 7 A: Correct. 8 Q: And well known in that capacity? 9 A: As well known as you can be. 10 Q: Yes. And there was no secret, of 11 course, about your role as agent on the WCD transaction, 12 correct? 13 A: Yes. 14 Q: You were not, of course, being paid 15 by my client or any of the vendors? 16 A: Correct. 17 Q: And there was never any question of 18 that, was there? 19 A: In the beginning, I was hoping that, 20 yes; but in the end, they didn't want to. 21 Q: Yes. Mr. Lusk made it clear that you 22 would not be paid -- 23 A: Yes. 24 Q: -- by my clients, correct? 25 A: Correct. 1877 1 Q: Yes. And as the agent on the 2 transaction, you were to be paid only if the transaction 3 closed, correct? 4 A: If there was commission on the 5 transaction, yes. 6 Q: Yes. And for that to happen, the 7 transaction actually had to proceed to a closing, would 8 it not? 9 A: Correct. 10 Q: Yes. And you were to be paid, in 11 that event, the usual agent's fee, correct? 12 A: (NO AUDIBLE RESPONSE) 13 Q: You have -- 14 A: Correct. 15 Q: -- to give me verbal answer. 16 A: Yes, yes. Correct. 17 Q: Thank you. And that would be quite 18 different, would it not, from sharing in the ultimate 19 profits of the development, were it to be a success, 20 correct? 21 A: Correct. 22 Q: Those profits, if the venture were to 23 be a success, would very likely exceed the normal agent's 24 fee that you might get? 25 A: I would believe that to be true. 1878 1 Q: Yes. In addition to that, unless you 2 were to disclose any proprietary interest you had, that 3 interest would remain unknown, wouldn't it? You would 4 simply be known as the agent on the deal? 5 A: Well, if there was no payment on 6 commission, there is no agent then. 7 Q: No. But if we were to suppose for a 8 moment, just for the purposes of these questions, that 9 you had an interest beyond merely being the agent, as 10 you've described -- 11 A: Correct. 12 Q: -- unless that were specifically 13 disclosed, it would not be known, correct? 14 A: I believe that to be true. 15 Q: Yes. And you disclosed no such 16 interest, if you had one, to my clients particularly, did 17 you? 18 A: No, I did not. 19 Q: In fact, with the exception of 20 attending meetings at Page & Steele -- those were the 21 architects which we've heard about from Mr. Lusk, which 22 was relatively early in the process -- you never actually 23 met with any representatives of my clients, did you? 24 A: Prior -- well, at what stage are we 25 at now? 1879 1 Q: Well, Mr. Lusk, as you may know, is a 2 real estate consultant. 3 A: Yes. 4 Q: The evidence has been that he was 5 acting for my clients. And the evidence has been that 6 you were at a Page + Steele meeting, or meetings, 7 relatively early in the process. 8 A: Correct. 9 Q: Yes. Aside from that occasion, I'm 10 suggesting to you that you never actually attended any 11 meetings with anybody who could be said to be a 12 representative -- 13 A: No, I -- 14 Q: -- of my clients. 15 A: You're right. 16 Q: You -- 17 A: No, I did not. 18 Q: You agree with that. 19 A: Yes. 20 Q: You never sent my clients anything, 21 did you? 22 A: No. 23 Q: No. And it seems -- correct me if 24 I'm wrong about this, but it seemed, in answer to 25 questions from Mr. Gover, that you didn't actually know 1880 1 about the existence of my clients for quite some time as 2 this matter progressed. 3 A: Correct. 4 Q: And as far as you are aware, sir, my 5 clients would have had no reason to think of you as 6 anything other than a normal real estate agent in this 7 transaction. Would you agree -- 8 A: Correct. 9 Q: -- with that? Now, one thing I want 10 to make clear, because it's going to be important as we 11 proceed, is it your position that you never told OMERS, 12 or Oxford, or any person representing them, that you were 13 off the file? 14 A: I don't recall that, no. 15 Q: Is it your position that, as far as 16 you know, you did not convey any such statement to the 17 Mayor herself? 18 A: I don't recall that, no. 19 Q: And as far as you know, she did not 20 convey any such information to OMERS/Oxford. 21 A: I do not know that. 22 Q: You know of no occasion when she did 23 that. 24 A: I know of no occasion of her 25 conveying that to anybody. 1881 1 Q: Yes. And do you have any 2 observations at all as to why OMERS/Oxford would have 3 conveyed to my clients that you were off the file on 4 December 16, 2008? 5 A: No, I do not. 6 Q: Thank you. No further questions. 7 8 (BRIEF PAUSE) 9 10 CROSS-EXAMINATION BY MR. MICHAEL BARRACK: 11 Q: Mr. McCallion, my name's Michael 12 Barrack, and I act for OMERS. 13 A: Oh, thank you. 14 Q: Now, the answers that you just gave 15 with respect to AIM, I take it you never told anyone at 16 OMERS you were anything other than a broker. 17 A: Yes. 18 Q: You say, "Yes." You -- you didn't -- 19 A: I -- 20 Q: -- tell anybody. 21 A: I didn't tell anybody. 22 Q: And throughout the piece, the only 23 time you've told us that you had a meeting of any 24 substance was this meeting on October 23, 2008. 25 A: Yes. 1882 1 Q: And other than that, you never came 2 close to negotiating anything -- 3 A: No, I didn't. 4 Q: -- with OMERS or Oxford. 5 A: No, I did not. 6 Q: And in fact, at that meeting, you 7 delivered a letter, and it was a letter from Mr. DeCicco. 8 A: Correct. 9 Q: And -- and, in fact, Mr. DeCicco was 10 the person at that point that was negotiating principally 11 on behalf of WCD. 12 A: That's correct, yes. 13 Q: And earlier, in the striking of the 14 Agreement of Purchase and Sale, Mr. Cook was the person 15 who negotiated on behalf of WCD. 16 A: Yes, completely. 17 Q: And in terms of the amendments to the 18 Agreement of Purchase and Sale, that was Mr. DeCicco? 19 A: I believe so, yes. 20 Q: Right. And on the termination of the 21 Agreement of Purchase and Sale, that was Mr. DeCicco. 22 A: Correct. 23 Q: And similarly, with respect to the 24 settlement of the lawsuit, that was you. You spoke to 25 Mr. O'Brien about arranging some meetings, but you did 1883 1 not do the negotiating. 2 A: I did not, no. 3 Q: And that was Mr. DeCicco that did the 4 negotiating regarding the settlement of the lawsuit. 5 A: Correct. 6 Q: So that from the OMERS or Oxford 7 perspective throughout, they would -- if -- if they 8 concluded that you were in fact the broker on the deal, 9 that would have been consistent with your view of your 10 role on the deal at that point in time. 11 A: Correct. 12 Q: Thank you. Those are my questions. 13 14 (BRIEF PAUSE) 15 16 COMMISSIONER DOUGLAS CUNNINGHAM: Yes? 17 MR. WILLIAM MCDOWELL: I wonder if we 18 could break now, because that will allow Mr. Rothstein to 19 consult with the person she needs to consult with? 20 COMMISSIONER DOUGLAS CUNNINGHAM: You 21 need some time to speak to someone? 22 MS. LINDA ROTHSTEIN: I would appreciate 23 it if we could -- 24 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 25 Why don't we break now and come back at two o'clock. 1884 1 MR. WILLIAM MCDOWELL: Thank you. 2 COMMISSIONER DOUGLAS CUNNINGHAM: Thanks. 3 THE COURT CLERK: Order. All rise, 4 please. The Inquiry stands recessed till two o'clock. 5 6 --- Upon recessing at 12:23 p.m. 7 --- Upon resuming at 2:09 p.m. 8 9 THE COURT CLERK: Order. All rise, 10 please. The Inquiry's reconvened. Please be seated. 11 MS. LINDA ROTHSTEIN: Good afternoon, 12 Commissioner. 13 COMMISSIONER DOUGLAS CUNNINGHAM: Good 14 afternoon. 15 16 CROSS-EXAMINATION BY MS. LINDA ROTHSTEIN: 17 Q: Good after, Mr. McCallion. I'm Linda 18 Rothstein. We met this morning. 19 A: Yes. 20 Q: I think you know I act for World 21 Class Developments and Mr. DeCicco. And I think you know 22 that my firm is Paliare Roland. I know it's hard to say. 23 And I think that you met two (2) of my colleagues last 24 summer, Ms. Margaret Waddell and Mr. Jean-Claude Killey; 25 is that right?
1885 1 A: Correct. 2 Q: Okay. And indeed, am I correct that 3 you met them when you first discussed WCD's litigation 4 with OMERS at Mr. Bisceglia's office last August, is that 5 right? 6 A: Yes. 7 Q: Do you know the date of that meeting, 8 Mr. McCallion? 9 A: I -- I do now, but I didn't remember 10 it. I believe it's August the 6th. 11 Q: Right. And am I right as well that 12 my colleagues, Ms. Waddell and Mr. Killey, were in 13 attendance at that meeting with you -- 14 A: Yes. 15 Q: -- Mr. DeCicco, and Mr. Bisceglia? 16 A: Yes. 17 Q: And as between Mr. Bisceglia and my 18 firm, I take it you don't really know who had the greater 19 role in the preparation of your affidavit or any of the 20 affidavit materials that were -- 21 A: No. 22 Q: -- filed on behalf of WCD, is that 23 fair? 24 A: That is fair. 25 Q: All right. So when you say that you 1886 1 believe that Mr. Bisceglia prepared it, is that really 2 more in the way of an assumption than actually... 3 A: I had no knowledge. 4 Q: Okay. Now, dealing with the events 5 that followed your swearing of your affidavit on August 6 24th, 2009 -- because we know that's the date that it was 7 ultimately sworn -- you've told your counsel, Mr. Gover, 8 that sometime after that, it was brought to your 9 attention by your mother that the word "principal" had 10 been used to describe your role in WCD. You told us 11 about that this morning. 12 A: Yes. 13 Q: Okay. And as a result of that 14 conversation, you saw fit to make a change to your 15 affidavit, right? 16 A: Correct. 17 Q: All right. And in order to do that, 18 you attended at Mr. Bisceglia's office. 19 A: Correct. 20 Q: And am I correct, sir, that you 21 attended at Mr. Bisceglia's office on September the 11th 22 of 2009? 23 A: Yes. 24 Q: All right. Am I correct, sir, that 25 Mr. Bisceglia himself was not in the office; he was 1887 1 downtown doing an examination for discovery? 2 A: Yes. 3 Q: All right. And so you spoke to his 4 staff, a member or two (2) of his staff. 5 A: I spoke to Emilio. 6 Q: All right, you first spoke to Emilio. 7 A: And then he said, Go to the office, 8 and they will prepare it for you. 9 Q: Okay. So -- but he didn't know at 10 the time what you were contemplating doing. He simply 11 knew that you wanted to make a change. Am I correct 12 about that? 13 A: I believe I explained it to him. 14 Q: Okay. I anticipate, sir, that Mr. 15 Bisceglia will be filing an affidavit in this 16 proceedings. And his evidence is that he didn't in fact 17 know what you were contemplating, but he said, Go speak 18 to my staff, and if they can assist you, by all means. 19 Does that accord with your recollection? 20 A: Not completely. 21 Q: All right. In any event, you went to 22 his office. You instructed his staff to make a change to 23 the affidavit by deleting the word "principal" and saying 24 that that should be deleted from your affidavit, is that 25 right? 1888 1 A: It was deleted, yes. 2 Q: And then am I correct that in the -- 3 in the end result, after having instructed his staff to 4 do that, his staff told you that they would not 5 commission your affidavit? 6 A: I didn't ask the staff to. I assumed 7 Emilio was not there, so I had to find someone else. 8 Q: All right. So you don't know 9 anything about whether Mr. Bisceglia in fact instructed 10 his staff not to commission your proposed affidavit. 11 A: No, I do not know that. 12 Q: All right. And you then took the 13 affidavit, and you didn't expect it to be commissioned in 14 Mr. Bisceglia's office. 15 A: Correct. 16 Q: All right. And then you told your 17 counsel that you then went to another lawyer's office and 18 had it commissioned. 19 A: Correct. 20 Q: Right. Okay, those are all my 21 questions for you, sir. 22 A: Thank you. 23 Q: Thank you very much. 24 A: Thank you. 25 1889 1 (BRIEF PAUSE) 2 3 CROSS-EXAMINATION BY MR. WILLIAM MCDOWELL: 4 Q: So, Mr. McCallion, as you know, I'm 5 Will McDowell. I'm Commission counsel. 6 A: Yes. 7 Q: And we've met a number of times. 8 A: Yes, quite a few. 9 Q: It's the nature of these things, I 10 guess. You're in -- I took from your evidence that 11 you're in very close contact with your mother, the Mayor. 12 13 A: Quite often, until the Inquiry, of 14 course. 15 Q: So if you go back to 2007, 2008, 16 2009, at that point, you were driving her to various 17 functions? 18 A: Yes. 19 Q: You accompanied her at functions? 20 A: At some of them, yes; not all. 21 Q: And you do various things around the 22 house for her, cleaning the -- the pond -- 23 A: Yes. 24 Q: -- and cleaning the pool, I take it. 25 A: Sometimes. The pond takes more work. 1890 1 Q: Right, but you're in -- you're in 2 touch with her -- you were in touch with her daily, I 3 take it. 4 A: Daily almost, yes. 5 Q: And you're still in touch with her a 6 lot now, I hope. 7 A: Well, a lot, yeah. 8 Q: But back then you were in touch every 9 -- every day with her. 10 A: Nearly. 11 Q: And recapitulating your evidence from 12 this morning, as I made a note of it, it's your evidence 13 that as far as you know, you did not realize that -- that 14 she did not realize that you were anything but a real 15 estate agent in this deal. 16 A: Correct. 17 Q: Until relatively recently. 18 A: Until relatively recently. 19 Q: And just -- we'll -- we'll go back 20 over this, but again, taking your evidence from this 21 morning, your evidence is that today you understand that 22 you are a principal of WCD. 23 A: Correct. 24 Q: In fact, you're the beneficial owner 25 of shares of WCD. 1891 1 A: Yes. 2 Q: But that you didn't realize that 3 through 2007 and 2008. 4 A: That is right. 5 Q: Right, and that that was the case, 6 notwithstanding, that you had invested thirty thousand 7 (30,000) plus seventy-three thousand (73,000) plus fifty 8 thousand (50,000) in the company. 9 A: Correct. 10 Q: So a hundred and fifty three thousand 11 five hundred (153,500). 12 A: I didn't invest it. I loaned it. 13 Q: You loaned it. Fair enough. You had 14 signed a promissory note wherein you represented that you 15 had authority as a signing officer. 16 A: Correct. 17 Q: Right. You had received living 18 expenses from the company. 19 A: Well, from the money I put in, I 20 wanted some of it out to pay for living expenses, right. 21 Q: You put -- you put money in, you got 22 money out of the company. Last week, I believe we showed 23 you a document which appears to indicate that your 24 colleagues at WCD were, in fact, marketing the company on 25 the basis that you were a part owner. 1892 1 A: I didn't know that. 2 Q: You didn't know that at the time, but 3 that -- it appears that that's what they were doing. 4 A: It appears that way, yes. 5 Q: Right. And, sir, I -- I believe that 6 Mr. Cook will come here and say that he thought that you 7 were his partner. 8 A: I can't answer that. 9 Q: Similarly, Mr. Couprie, you don't -- 10 A: Mr. Couprie was his partner, in my 11 opinion, at the time. 12 Q: Right, and as we now know, you were 13 in an ownership position of the company, as was Mr. 14 Couprie at that period of time. 15 A: Yes. 16 Q: Now, if we could turn up Affi -- 17 sorry -- Exhibit 212, which is your August 24th 18 affidavit. So just scrolling down and going to paragraph 19 4. 20 So on paragraph 4, you say that in 21 2004/2005 you became interested in developing Blocks 9 22 and 29. 23 A: Yes. 24 Q: Nine (9) being the south block, 25 twenty-nine (29) the north block. 1893 1 A: Yes. 2 Q: On behalf of one of my clients, you 3 say, Leo Couprie? 4 A: Yes. 5 Q: In fact -- well, I appreciate that 6 this affidavit was sworn for a particular purpose. 7 Taking from your evidence this morning, your involvement 8 with this piece of land goes back to 2002. 9 A: Correct. 10 Q: Right. And in 2002, you were put in 11 contact with some Chinese investors. 12 A: Correct. 13 Q: And this was a Mr. Shim? 14 A: Yes. 15 Q: And then you travelled to China. Was 16 it for the sole purpose of -- of having a meeting about 17 these lands? 18 A: Yes. 19 Q: And you met with a number of 20 investors, including the Marble King. 21 A: Yes. 22 Q: Right. And it's my understanding 23 that you also met the Tin King on this voyage. 24 A: Not on that specific trip. That was 25 another trip. 1894 1 Q: Another trip. But these -- these 2 were obviously men of considerable means. 3 A: Oh, yes. 4 Q: Right. Who were -- the hope was that 5 they were going to develop a hotel and condo development 6 on these lands -- 7 A: Correct. 8 Q: -- nine (9) and twenty-nine (29)? 9 A: Yes. 10 Q: Nine (9) and twenty-nine (29) have 11 been described to us as the last best piece of land in -- 12 in downtown Mississauga. 13 A: I would have said the same. 14 Q: Okay. And in addition to that, in 15 2004 you met a group of Korean investors, is that -- 16 A: Yes. 17 Q: -- true? And you made a proposal 18 with Mr. Moldenhauer? 19 A: Correct. 20 Q: And that took some time to work its 21 way through, but in the end that -- that was not 22 successful. 23 A: Correct. 24 Q: So in 2004/2005, you're continuing 25 what is by now about a three (3) year project to try and 1895 1 do something on these lands. 2 A: Well, prior to -- well, the time 3 between Mr. Shim and the Koreans, there was nothing being 4 done. 5 Q: Fair, but -- but this is something 6 that you began in 2002, and you're continuing in 7 2004/2005? 8 A: Yes. 9 Q: And then carrying onto paragraph 5, 10 you say that: 11 "I knew that the City had developed an 12 overall concept for how it wanted lands 13 in the City Centre to be developed to 14 make the City Centre more of a 15 destination location." 16 Nothing secret about that. That was in 17 official documents from the City going back to 1994. 18 A: I don't know the dates, but, yes. 19 Q: And this is something -- you carry on 20 in that paragraph. You say: 21 "I believe that incorporating a hotel 22 and convention centre into a 23 development designed for the lands 24 would be essential in order to get City 25 approval for any development in the 1896 1 lands." 2 Right? 3 A: That's what it says. 4 Q: That's what it says. In fact, that's 5 what you believed. 6 A: I believed you needed a hotel beside 7 the Living Arts Centre. 8 Q: Right. Because this was an important 9 public project for the City. 10 A: Yes. 11 Q: And it -- it had been identified in 12 that way for some time. 13 A: Yes. It was well known. 14 Q: Now, I take it, following on from 15 that, that you aware that this was your mother's goal as 16 well on behalf of the City. 17 A: As well. 18 Q: Right. This was something that she 19 had campaigned for for some time. 20 A: Yes, but it wasn't her exclusive 21 idea. 22 Q: No. I mean, the City -- City council 23 had signed on, I gather, back in the '90s. 24 A: I don't know when they signed on with 25 it, but -- 1897 1 Q: And it's my understanding -- 2 A: -- everybody -- 3 Q: -- that you -- you heard her at times 4 give speeches on this issue, and -- 5 A: Yes. 6 Q: -- and so this was something that 7 wasn't particularly secret. Now, your evidence from this 8 morning was that you -- you have a close family. 9 You speak, as I gather, five (5) or six 10 (6) times a week to your mother. 11 A: Yes. 12 Q: You said that you have to answer the 13 question whether you're working or not at any given time. 14 A: She likes -- 15 Q: Familiar maternal topic, I guess. 16 A: She likes to drive you. 17 Q: And you -- as I understood your 18 evidence, you spoke about what you were up to, what you 19 were working on, almost every time you saw her? 20 A: Well, not specific, but in general. 21 Q: In general. 22 A: Yes. 23 Q: What are you working on, that kind of 24 thing. 25 A: Yeah. 1898 1 Q: And so may I assume that when you 2 went to China on this project, that's something that you 3 would have mentioned to her. 4 A: Yes. 5 Q: Right. And when you're in touch with 6 the Korean investors, that's something that you would 7 have mentioned to her. 8 A: Probably. More so the Chinese than 9 the Koreans. 10 Q: So when you get up to paragraph 6 in 11 the affidavit, you say that you approached the applicants 12 -- and I'm skipping some of the words -- who were the 13 owners of the lands: 14 "...through their property manager 15 Oxford, namely Mr. Michael Nobrega, 16 with a rough proposal." 17 You're taking the idea which you have had 18 in mind to put a hotel and conven -- and condos on this 19 land, and you're taking that directly to Mr. Nobrega. 20 A: No, I phoned Mr. Nobrega to find out 21 who I would have to take it to at OMERS -- or Oxford, 22 sorry. 23 Q: All right. But you started -- 24 A: Because I didn't know who to deal 25 with there. 1899 1 Q: But the one (1) person that you knew 2 there, fortuitously, was Mr. Nobrega. 3 A: Correct. 4 Q: And you knew him from functions, and 5 I assume that you -- you have to say "yes" or "no" for 6 the record. 7 A: Yes. Yes. 8 Q: And I assume that you met him through 9 your mother at one (1) of these functions? 10 A: Oh, for sure. 11 Q: Right. And you took this idea of 12 developing these lands, and -- and as I say, you started 13 with him, and then he put you on to the right person at 14 Oxford? 15 A: He put me to the right person at 16 Oxford. 17 Q: Then at paragraph 7 you say that: 18 "OMERS was sufficiently interested in 19 my rough proposal, that I concluded 20 that a deal could likely be struck with 21 the vendors, so I began assembling a 22 development team, including architects, 23 planners, and hotel consultants. " 24 A: Yes. 25 Q: That's true? 1900 1 A: Basically. 2 Q: Basically. But it was you who was 3 there first, and then you assembled the team? 4 A: Yes. 5 Q: Yeah. 6 A: Well, Mr. Couprie was already there 7 because he had the money. 8 Q: Well, let's just back up. You had 9 the idea, if I can put it that way -- 10 A: I had the idea. 11 Q: Right. And let me just finish this. 12 You began in 2002 to promote the idea. You went to one 13 (1) group, and then in 2004/2005 to another group. 14 A: Correct. 15 Q: And then you went to the land owner? 16 A: No, I went to Mr. Couprie first. 17 Q: Okay. Let's -- I wasn't clear about 18 that. So you went to Mr. Couprie -- is it Couprie or Co 19 -- Couprie? 20 A: Couprie. 21 Q: All right. So you went to Mr. 22 Couprie, and you wanted to ensure that he would put 23 something substantial under the project? 24 A: Correct. 25 Q: Right. But again, this wasn't -- 1901 1 A: As to him, I had nothing to go with. 2 Q: Right. But you were putting the 3 project together? 4 A: I was putting it together, but 5 without him, I couldn't do it. 6 Q: Fair enough. But when you said in 7 the affidavit that you were doing this on behalf of one 8 (1) of your clients, this is paragraph 4, Leo Couprie, in 9 fact, that's -- three (3), sorry -- that's not -- four 10 (4). 11 In fact, that's not really what I've heard 12 you describe today. I'm not being critical, but what -- 13 what I'm hearing today is that you were the proponent of 14 the proposal; he was going to invest in it. 15 A: Well, you have to go back to the 16 Koreans; they were going to finance it. Then I needed -- 17 they wanted me to put a team together so that they could 18 finance it. So I needed financing and I needed someone 19 to negotiate the agreement. 20 Q: All right. But Mr. Couprie, I 21 gather, was going to be the investor? 22 A: Correct. 23 Q: Right. And otherwise, this was your 24 proposal; he is the investor, correct? 25 A: Yes. 1902 1 Q: And then WCD was incorporated, as I 2 understand it. If we then go back to your evidence from 3 this morning, you then got Mr. Cook involved, because he 4 had a lot of experience, and he knew how to negotiate 5 with the City. 6 Is that right? 7 A: No, with OMERS. 8 Q: All right. But, I mean, he knew how 9 to negotiate just generally? 10 A: Yes, right. 11 Q: And you wanted him to deal with -- 12 A: But specifically with -- 13 Q: the vendor -- 14 A: -- OMERS. 15 Q: All right. But again, you were there 16 first and then you got him involved? 17 A: Yes. 18 Q: All right. So let's look at Exhibit 19 258. 20 21 (BRIEF PAUSE) 22 23 Q: So this is written as of October 4th, 24 2005. Mr. Hagas (phonetic) and Mr. Latimer are emailing. 25 "We have been attempting to reach the 1903 1 proposed purchaser development partner 2 today." 3 And then it carries on: 4 "If you feel you need to communicate 5 further with Hazel, then you can advise 6 her that we are attempting to contact 7 Mr. Cook." 8 And then it carries on. So the contact 9 with Mr. Cook is in relation to a proposal of which you 10 are part? 11 A: I helped create. 12 Q: You're part of it? 13 A: What does "part" mean? 14 Q: Well, we'll go back over all of it. 15 You've been up -- you've been trying to get this up and 16 running for a number of years, with a number of proposed 17 financial partners? 18 A: Yes. 19 Q: In that sense you are part of it? 20 A: Okay. 21 Q: You are the proponent, if I can put 22 it that way? 23 A: I guess. 24 Q: Right. And so when -- when your 25 mother is in contact with OMERS about this issue, she's 1904 1 in contact with OMERS about a group of which you form 2 part -- 3 A: I was the instigator of the group, 4 yes. 5 Q: Right. Right. And you remained 6 involved in the group at this point? 7 A: Yes. 8 Q: Now, I take it that at that point Mr. 9 Cook is involved, Mr. Cook is a long-standing family 10 friend? 11 A: Yeah. 12 Q: He's a friend not only of you, but he 13 knew your father, and he knew your mother go -- knows 14 your mother from a long time back? 15 A: Yes. 16 Q: And I take it that the Mayor knew 17 that you were involved in some way in this project? 18 A: Yes. 19 Q: Right. You're talking to her all the 20 time of what you're up to; this would be one of the 21 topics for discussion? 22 A: Quite possibly. 23 Q: Now can we look at Exhibit 148 for a 24 second. 25 Now, this is an agreement that's signed at
1905 1 the bottom by Mr. -- Mr. Brown, Jared Brown (phonetic), 2 who incorporated WCD? 3 A: Yes. 4 Q: And this was an -- an earlier offer 5 that was presented; we heard some evidence about it 6 yesterday. I take it that you were aware of the contents 7 of this offer? 8 A: Yes. 9 Q: And did you give instructions with 10 respect to the price that was going to be offered? 11 A: I believe so. 12 Q: And can we find the date of this 13 offer? I think it's at the bottom. I understand that 14 it's -- 15 A: 2005 somewhere. 16 Q: March 21st of 2005. 17 COMMISSIONER DOUGLAS CUNNINGHAM: What 18 number is this again? 19 MR. WILLIAM MCDOWELL: 148, Commissioner. 20 MR. CLIFFORD LAX: Page 7. 21 MR. WILLIAM MCDOWELL: Page 7. Thanks. 22 23 (BRIEF PAUSE) 24 25 CONTINUED BY MR. WILLIAM MCDOWELL: 1906 1 Q: Can we advance it to page 7, or do we 2 just put the -- there we go. 3 So Mr. Brown has signed on behalf of World 4 Class, March the 21st, 2005? 5 A: Yes. 6 Q: He is the lawyer who -- who was 7 involved in the incorporation? 8 A: Correct. 9 Q: And for the time being, he's the -- 10 he's the shareholder, I take it? 11 A: Yes. 12 Q: Now, can we pull up Exhibit 261? 13 So going in the middle of the page there, 14 I think this follows on from what you've said: 15 "For your infor -- Hi Fred [it says], 16 Paul Haggis at OMERS. For your 17 information, I had a rather spirited 18 talk with Your Worship yesterday..." 19 I take it that's not out -- not out of 20 character for your mother to have a spirited talk with 21 somebody? 22 A: No. 23 Q: 24 "...about some land that Oxford has at 25 Square One. She is not happy that 1907 1 Michael Latimer is not selling the land 2 to her preferred group." 3 Again, the group at that point involves 4 you, and it involves Murray Cook? 5 A: And Leo Couprie. 6 Q: And Leo Couprie. And then at the end 7 of that paragraph -- although I did su -- he says: 8 "I should give the holding to Michael 9 Nobrega, who, of course, can do no 10 wrong, as far as she's concerned." 11 I take it that meets with your 12 understanding that she -- your mother and Le -- and Mr. 13 Nobrega have a good relationship? 14 A: I believe so. 15 Q: Right. 16 "I think I did a pretty good of doing - 17 - keeping my cool, although I did 18 suggest that threatening me was not a 19 good idea." 20 Were -- some allowance for colour here, 21 but did your mother tell you that she had had these 22 spirited conversations with -- 23 A: Not that I'm aware of, no. 24 Q: No. You've no recollection of that? 25 A: No. 1908 1 Q: Okay. Now, moving ahead, let's pull 2 up Exhibit 189. 3 So by this point, Mr. Cook has made an 4 offer, which has started the ball rolling, to build a 5 five-star hotel? 6 A: I believe it was four-star. 7 Q: Well, let's -- okay, let's go to 8 Exhibit 260 for a second. 9 So this is -- have you seen this one 10 before, December 12th, 2005? This is the offer signed by 11 Mr. Cook to Ron Peddicord. 12 A: Okay. I don't remember seeing it 13 specifically. 14 Q: So the third paragraph there: 15 "We'd originally proposed the freehold 16 purchases of three (3) parcels, one (1) 17 for a five-star hotel." 18 A: Okay. 19 Q: Right. And then appreciating that 20 things morph, it becomes two (2) parcels of a land and a 21 four-star hotel? 22 A: Correct. 23 Q: Okay. So let's look at Exhibit 189. 24 So, Mr. Gover took you to this one. The 25 agreement of purchase and sale is executed when relative 1909 1 to this. Is it January the 31st? 2 A: I believe, yes. 3 Q: And Mr. Couprie, if we look at the 4 passage here, is agreeing to lend the sum of seven fifty 5 (750), seven hundred and fifty thousand dollars 6 ($750,000), but then the triggering event in the next 7 paragraph appears to be: (as read) 8 "That upon Wold Class Developments 9 obtaining a financial partner, the 10 principal loan amount will be repaid." 11 So seven fifty (750) will go back to him, 12 and an additional seven hundred and fifty thousand 13 dollars ($750,000). 14 A: Correct. 15 Q: All right. So Mr. Couprie is going 16 to take some risk in this project, but if a -- if a big 17 financier is found, he gets a pretty good reward. 18 A: Correct. 19 Q: He can double his money. He might 20 double his money in twelve (12) months. 21 A: Yes. 22 Q: All right. And then the agreement 23 appears to contemplate the notion that the share is going 24 to be held in trust. 25 "This condition -- [this is the third 1910 1 paragraph.] This condition will remain 2 whether the shares of World Class 3 Development Limited are held in trust 4 or not by the lender." 5 Do you see that? 6 A: Which is the third paragraph? 7 Q: "The lender retains the exclusive 8 right;" do you see that one? 9 A: Oh, yes. Yes. 10 Q: And so you see there that there's a 11 notion that the -- the shares may be held in trust? 12 A: Yes, I see that. 13 Q: And then there's also an agreement 14 that security can be placed? 15 A: Yes. 16 Q: All right. Now, we've heard a bit 17 about the -- the setting in which this was witnessed. It 18 was witnessed by your mother? 19 A: Yes. 20 Q: At dinner? 21 A: At dinner. 22 Q: On the eve of both the Agreement of 23 Purchase and Sale being signed? Not by the --- 24 A: No. Whatever the date is on this 25 agreement. 1911 1 Q: But around that time? 2 A: It's around that time. 3 Q: It's been a long negotiation and it's 4 come to fruition? 5 A: Yeah. 6 Q: And it's also on the eve of you and 7 Mr. Couprie travelling to Asia? 8 A: Yeah. 9 Q: And is it to China this time, or to 10 somewhere else? 11 A: I think it was Vietnam, Thailand, and 12 China. 13 Q: Right, so a longish trip, I take it. 14 A: Ten (10) days. 15 Q: And this is at Pier 4 on the 16 waterfront? 17 A: Yes. 18 Q: I'm not all that familiar with 19 waterfront restaurants. Is this a -- like, a dark one, 20 or a light one, or...? 21 A: It tends to be dark. 22 Q: It tends to be dark. And so there's 23 you, and your mother, and Mr. Couprie, and you need a 24 witness, and so your mother agrees that she will be the 25 witness. 1912 1 A: Yes. 2 Q: But you've told us that Mr. Couprie's 3 wife is also there. 4 A: Yes. 5 Q: Right. So she could have been the 6 witness as well. 7 A: Could have been. 8 Q: Right. And if you carry on to 9 Exhibit 190, this is the Declaration of Trust. Mr. Gover 10 has reviewed this with you. But essentially, Mr. Couprie 11 agrees that he will not deal with the property except to 12 transfer it to you. 13 So the shares, he can't dispose of to 14 anybody else except to you, and he's holding 80 percent 15 of them in trust? 16 A: Yes. 17 Q: And then there's a provision about 18 the deposit. And once again, your mother is the witness 19 for this document? 20 A: Correct. 21 Q: Now, can we agree that these 22 documents create a relationship between you and WCD that 23 is more complicated than you simply being a real estate 24 agent? 25 A: Yes, I do now. 1913 1 Q: You do now. That your lending -- or 2 sorry, you're -- you're guaranteeing quite a large amount 3 of money? 1.5 million, in effect. 4 A: Yes. 5 Q: And then you're becoming the 6 beneficial shareholder of most of the shares of the 7 company? 8 A: Yes. 9 Q: All right. Now, I appreciate your 10 evidence that your mother didn't read this and you didn't 11 review it with her, but let me ask you this: Prior to 12 getting into politics, your mother had been in business 13 for twenty (20) odd years? 14 A: Yes. 15 Q: And she's a very sophisticated person 16 about business concepts? 17 A: Yes. 18 Q: And so, if she had read these 19 documents, she would have understood, both that you were 20 making a very substantial, potential, financial 21 commitment to the company, and she would have understood 22 immediately that you were effectively a shareholder of 23 this? 24 A: If she had read them, yes. 25 Q: Right. But that -- but these 1914 1 concepts are -- are something that is well within her 2 understanding to grasp all this. 3 A: To grasp, well, if she had read them, 4 yes. 5 Q: Right. Now, let me just pause and 6 look at this issue of you and your knowledge of trusts. 7 Now, I don't mind telling you I got a C plus in trusts in 8 law school, so we're more or less on equal footing here, 9 but -- 10 A: No, maybe I'd be a little less. 11 Q: Right, but you've been in -- in 12 commercial real estate for how many years? 13 A: Twenty-five (25). 14 Q: Twenty-five (25). And I take it that 15 from time to time, you've run across a situation where 16 somebody has bought land as a trustee. 17 A: No. 18 Q: You haven't. You -- you never had 19 the situation where somebody is doing a land assembly for 20 some project, and a lawyer or somebody buys, in trust, 21 for some other person. 22 A: Oh, for a corporation to be 23 incorporated. 24 Q: Right, yes. So you're familiar for 25 that -- with that notion. So you know that a lawyer, in 1915 1 those circumstances, doesn't own the land, right? 2 A: Correct. 3 Q: Can't sell the land to anybody else, 4 because the land belongs to the beneficiary of the trust. 5 A: Well, the corporation he's going to 6 incorporate. 7 Q: Yes, in this example, the 8 corporation's the beneficiary, and you understand that. 9 A: Yes. 10 Q: Right. So that this notion of a 11 trust is something that, in fact, you've been familiar 12 with for a long time. 13 A: In the relation of buying a piece of 14 property, yes. Not in holding shares. 15 Q: Right, but you appreciate now, 16 sitting here that -- 17 A: Today I do. 18 Q: -- it's the same notion. 19 A: Yes. 20 Q: Right. That if I buy land as a lawyer 21 in trust for a corporation, the shares of which are going 22 to be owned by Ms. Rothstein, the land that I'm buying 23 isn't mine; it's -- it's obviously Ms. Rothstein's 24 corporation. 25 A: Correct. 1916 1 Q: Now, let's look at Exhibit 197. When 2 Mr. Gover reviewed this one with you -- and I take it 3 there's no issue between us that where it says, in 4 capital 'B,' "Leo 20 percent," so he's continued to own 5 sixteen (16) common shares of the corporation, that those 6 shares, he continues to hold for you. 7 A: Yes, now. 8 Q: This is something you now appreciate. 9 10 A: Yes. 11 Q: And the Landplex company -- I think 12 we've covered this -- is the -- is Tony DiCicco's 13 company. 14 A: Yes. 15 Q: Now, after this document was 16 executed, do I take it that Mr. Couprie's interest was 17 limited to seeing that he was repaid for his investment? 18 A: Primarily. 19 Q: Was he involved in the day-to-day 20 affairs of the company after this? 21 A: He never really was involved in the 22 day to day. 23 Q: Right. 24 A: I represented him. 25 Q: Right, so you were his -- his place 1917 1 at the table. 2 A: Yes. 3 Q: And from this point on, his interest 4 is really in just making sure that at least his 5 investment is repaid. 6 A: At least. 7 Q: Right, and his investment, over time, 8 was repaid, as I understand it. 9 A: The deposit money was. 10 Q: Right, and the deposit money was the 11 seven hundred and fifty thousand (750,000)? 12 A: Correct. 13 Q: Now, let me just spend a -- a moment 14 or two (2) on the question of what it was that you were 15 going to get from a successful transaction. 16 So if the -- if the Agreement of Purchase 17 and Sale had actually closed and this project was going 18 to be built, let's just look at some of these things. 19 First of all, you had in mind that you 20 would be the agent who would sell the condominium units. 21 A: Correct. 22 Q: And you'd earn a commission on those. 23 A: Yes. 24 Q: Standard commission is what -- 3 25 percent for a unit like that? 1918 1 A: No. On a condominium, maybe one and 2 a half (1 1/2). 3 Q: One and a half (1 1/2). And so there 4 were going to be something like two thousand (2,000) 5 units over time? 6 A: I think there was twenty-five hundred 7 (2,500). 8 Q: Twenty-five hundred (2,500), so it 9 maybe a variance. So if it's two thousand (2,000) at 1 10 1/2 percent, then the upside or gross commission for you 11 is $3 million, is that right? 12 A: It'd probably be more than that. 13 Q: More than that. So if you go to 14 twenty-five hundred (2,500) it would be three million, 15 seven fifty (3,750,000)? 16 A: I think it's more like ten (10) or 12 17 million. 18 Q: More like ten (10) or twelve (12) -- 19 A: Yes. 20 Q: -- on 1 1/2 percent? Your math is 21 probably better than mine, but -- 22 A: Well, it was a $1 1/2 billion 23 project. 24 Q: Okay, sorry about that. If we take - 25 - let's just take two hundred thousand (200,000) as the - 1919 1 - as the unit cost. I've skipped a step here. 2 At a unit cost of two hundred thousand 3 (200,000), which is low, at 1 1/2 percent, that would 4 generate 3 million? 5 A: Yes. 6 Q: And then we can -- we can play with 7 the numbers. You know, if the unit costs are higher, 8 it's 1 1/2 percent of that. 9 But -- but your upside is actually in the 10 millions of dollars? 11 A: Yes. 12 Q: And you may need employees, you may 13 have to split this and so on? 14 A: Correct. 15 Q: But if you are the Peter McCallion 16 Real Estate Inc., in gross terms, as you say, you may 17 generate $10 or $12 million? 18 A: Gross. 19 Q: Gross. 20 A: Yes. 21 Q: Right. But that's what was in it for 22 you, in -- 23 A: That's what was in it for me. 24 Q: Right. Now in addition, you were 25 going to get paid a commission on the sale of the land? 1920 1 A: Initially, that's what I was hoping 2 for, yes. 3 Q: All right. And you recall that one 4 of the occasions in which we -- we met was the cross- 5 examination of an affidavit you filed in the Commission? 6 A: Yes. 7 MR. WILLIAM MCDOWELL: Now, could we give 8 the Commissioner and the Witness a copy of the 9 transcript? Thank you. 10 So, Commissioner, by agreement with -- 11 with counsel, I think I actually undertook this on the 12 record, that the evidence from this -- from the cross- 13 examination, which was relevant to the proceedings before 14 you, we would file. 15 So this is an expurgated version of the 16 transcript. 17 18 CONTINUED BY MR. WILLIAM MCDOWELL: 19 Q: So at question 57, I asked you -- the 20 question now was intended to make an obvious point, but: 21 "If the sale were completed and WCD 22 went ahead with its project, that you 23 would be paid a commission? 24 A: Correct. 25 Q: So the -- right. So then if the 1921 1 project proceeded to completion, you 2 would receive a commission, correct? 3 A: Correct. 4 Q: If, in fact, if WCD purchased the 5 property, you would receive a 6 commission? 7 A: Correct. 8 The last question and answer, I think, are 9 in error; but you're asked those questions, and you gave 10 those answers, correct? 11 A: Yes. 12 Q: And obviously, you were intending to 13 tell the truth that day? 14 A: I was intending. 15 Q: And -- right. But -- but today, can 16 I just understand from you, it was contemplated that you 17 would earn a commission in the beginning? 18 A: Yes. 19 Q: Right. 20 A: But by the time the deal was signed, 21 there was no commission involved in the deal. 22 Q: Well, let's talk about that. OMERS 23 was not prepared to pay you commission? 24 A: Yes. 25 Q: I take it it remained to be 1922 1 negotiated with Mr. DeCicco by that point, whether 2 commission was going to be paid? 3 A: Yes, and it was -- 4 Q: Mr. -- 5 A: -- pretty -- an it was pretty obvious 6 he wasn't going to pay me. 7 Q: All right. Now, the last point, of 8 course, is that if you had 16 percent of the shares of 9 this company and the deal had closed successfully with 10 OMERS and the project had gone ahead, the profits from 11 that shareholding would have flown through to -- to the 12 company, would have flowed through to you through your 13 shares? 14 A: As of now, yes. 15 Q: Right. Now, I want to understand a 16 little bit more about the transition between Mr. Cook, 17 and Mr. DeCicco. Mr. De -- Mr. Cook, according to you, 18 was to head up this project to -- to deal with the 19 vendors. 20 That was one of the things he was going to 21 do? 22 A: Yes. 23 Q: And he was going to deal with the 24 approvals process -- 25 A: Yes. 1923 1 Q: -- with the assistance of the experts 2 you were going to hire? 3 A: He was going to hire. 4 Q: He was going to hire. And was it 5 contemplated that he would also find financing? 6 A: It was a possibility. 7 Q: Right. Something that he would be 8 looking for as well as you? 9 A: Well, we had the Koreans originally, 10 and they had dropped out. So then we were going to have 11 to find somebody. 12 Q: Right. And so the issue going into 13 2007, the summer of 2007, was whether or not Mr. Cook was 14 going to be able to find investors? 15 A: Yes. 16 Q: Right. Or, I guess, whether you were 17 either? 18 A: One of us. 19 Q: Right. 20 A: Or both. 21 Q: And from this morning, I took it that 22 you were concerned that if Mr. Cook brought in new 23 investors, that this would adversely affect your 24 interests? 25 A: In the commission part of it, yes, 1924 1 absolutely. 2 Q: So that the worry was that the new 3 investors might have their own person in mind to sell 4 these condominium units? 5 A: Correct. 6 Q: And that person might not be you, 7 obviously? 8 A: It might not be me. 9 Q: Now, let's just think about this. If 10 new investors come in and they say, We don't want to lend 11 money, we want to hold shares, you were holding, as we 12 now know, first 80 percent of the shares, and then 13 subsequently, a -- a lower amount. 14 Can we agree that new investors who wanted 15 to -- to hold shares would dilute your proportion of the 16 shareholding, whatever that happened to be at the time? 17 A: Well, at the time it was Leo, but it 18 would dilute Leo, yes. 19 Q: Would dilute Leo. And Leo was 20 holding a trust for you? 21 A: For me. 22 Q: Right. So that would be an adverse 23 affect, as well? 24 A: I don't know if it's adverse. 25 Q: Well, you'd have less --
1925 1 A: You'd have funding. 2 Q: Right. You'd -- you'd get the money, 3 but you'd have fewer shares, and your proportionate 4 shareholding would fall? 5 A: I don't think I could finance 80 6 percent of a $1.5 billion deal. 7 Q: So you think the deal was worth $1.5 8 billion? 9 A: Built out. 10 Q: Built out? 11 A: Yes. 12 Q: That's a realistic number? 13 A: According to Mr. Cook's projections. 14 Q: All right. But the point is, I 15 guess, to be taken from that last answer, is that you 16 were eager to get additional investment, and if your 17 shareholding was diluted, so be it? 18 A: So be it. 19 Q: All right. Because what you were 20 really looking for was to make money on the commission 21 sales of the condominium units? 22 A: Yes. 23 Q: Right. Now, we expect that Mr. Cook 24 will come here and say that you had a conversation with 25 him in the summer of 2007, wherein you said that you no 1926 1 longer wanted him to be your partner. 2 Do you recall having a conversation of 3 that -- 4 A: I don't recall saying "partner", no. 5 Q: Did you have a conversation with him 6 where you told him effectively that his involvement was 7 being limited? 8 A: I believe that, yes. 9 Q: What do you recall saying to him? 10 A: Well, I don't recall the exact words, 11 but he was at the process of trying to squeeze Mr. 12 Couprie out, and that would adversely affect me, so we 13 needed to find someone else. 14 Q: What had he ever done? Like, what -- 15 give us a list of the acts that he undertaken which 16 actually had the effect of squeezing Mr. Couprie. 17 A: I believe he -- he wasn't paying any 18 bills, which I believed he was paying. 19 Q: So the examples we were shown this 20 morning were bills from the plant -- 21 A: Page & Steele. 22 Q: Page & Steele, the architects? 23 A: Yes. 24 Q: Architects -- 25 A: AIMCo. 1927 1 Q: -- don't work without being paid, I 2 take it? 3 A: Not very long. 4 Q: And there's this company -- I think 5 it's the -- the ampersand sym -- symbol, & Co.? 6 A: Yes. 7 Q: What is it that they did? 8 A: They were planners, as well. I don't 9 remember exactly what they did. I think they were into 10 conceptual design. 11 Q: But the idea was that the -- these 12 people weren't being paid, and therefore investors had to 13 be found to pay the bills? 14 A: Correct. 15 Q: And then that had the effects that 16 you've described? 17 A: Exactly. 18 Q: All right. Now, so you then got Mr. 19 DeCicco involved? 20 A: Correct. 21 Q: And you -- I understand from you, 22 that you knew Mr. DeCicco going back a few years when you 23 had held listings for him? 24 A: Yeah. 25 Q: So I take it that by the time that he 1928 1 became involved in 2007, he was somebody that you knew 2 well? 3 A: Yes. 4 Q: Had he been a good friend of yours 5 going back to 1997? 6 A: Well, I'd attend dinners at his house 7 and whatnot, yes. 8 Q: Right. And then if we can look at 9 some of the calendar entries for the Mayor. Let's pull 10 up Exhibit 234. 11 So this is a meeting -- do I take it that 12 you arranged this meeting in February of 2003? 13 A: Could be. 14 Q: And sitting here today, do you think 15 that that was a -- a pure social occasion or would it -- 16 would it have been a business occasion? 17 A: Well, it doesn't say what time. Six 18 o'clock? I can't answer. 19 Q: All right. Let's -- 20 A: I wasn't doing business in terms of 21 WCD at the time, so -- 22 Q: No. I understand. But could this 23 have been a meeting to discuss his business? 24 A: It could have been. 25 Q: Right. And this -- 1929 1 A: I cannot say yes or no. 2 Q: Right. And a meet -- a meeting 3 arranged by you with your mother to discuss it? 4 A: That could be, yes. 5 Q: Right. So let's look at Exhibit -- 6 yeah, I see I've got the wrong number here. Let's look 7 at MIS078001001; do you have that? 8 9 (BRIEF PAUSE) 10 11 Q. Sorry, page -- sorry, I apologize. Go 12 to page 2 of that. 13 All right. So this is won: 14 "Barbeque event with Tony DeCicco and 15 sixteen (16) others at Mayor's house." 16 This was won at Mayor's Gala. This is 17 August 2003? 18 A: Yes. 19 Q: And this is a fund-raising means that 20 your mother has, I take it, to -- these things are 21 auctioned off? 22 A: Yes, at the Mayor's Gala. 23 Q: Right. And they're bought typically 24 not by individuals but by individuals representing a 25 group of people? 1930 1 A: Yes, different companies. 2 Q: Right. And is this the one, because 3 we've got a list of them that we haven't put in yet, but 4 is this one for which Tony DeCicco and his group would 5 have paid twenty-thousand dollars ($20,000)? 6 A: I don't remember what he paid but I - 7 - 8 Q: But did it tend to be in those -- 9 A: It's in those figures, yes. 10 Q: Right. And then if we go to page 3, 11 so September the 9th of 2003, this one is to discuss the 12 banquet hall project. I take it that's Mr. DeCicco's 13 project? 14 A: Yes. 15 Q: And go to page 4. This is November 16 2003, a two o'clock meeting, middle of the day; this 17 would be a business meeting? 18 A: Quite possibly. 19 Q: Right. And in this period I assume 20 this is to discuss Mr. DeCicco's business rather than 21 yours? 22 A: Oh, it's not mine, for sure. 23 Q: Right. Is it probably his? 24 A: Most likely. 25 Q: All right. Go to page 5. Any 1931 1 recollection of this one? 2 A: I don't remember it. 3 Q: Let's look at page 6, April 24th, 4 2004. You've requested an urgent business meeting at the 5 Delta Meadowvale with Mr. DeCicco? 6 A: Yes -- 7 Q: Any idea -- I assume this is not your 8 business? 9 A: It's not mine. 10 Q: Do I take it that it would be his 11 business? 12 A: Could be. 13 Q: All right. 14 A: I don't remember it. 15 Q: Do you remember what the urgency was? 16 A: No, I don't. 17 Q: Let's go ahead to page 9. So this is 18 going forward in your preparation Mayor at home and 19 preparation for Tony DeCicco barbeque, winner of Mayor's 20 gala, Ruth's Chris will be catering. Again, this is one 21 that would've cost, in the winning bid, plus or minus 22 twenty thousand dollars ($20,000)? 23 A: Probably, right. 24 Q: And Mr. DeCicco or his -- Mr. DeCicco 25 and his group have been the successful bidders? 1932 1 A: Yes, right. 2 Q: And did he say or there are many -- 3 there are many things that can be bid on, many auction 4 items at these galas, and this is just -- 5 A: Not -- 6 Q: -- one of them. 7 A: -- that many. 8 Q: How many would there be? 9 A: Live auction, I think there was only 10 four (4) or five (5) items. 11 Q: Right. And so they're -- there are 12 things like trips to -- 13 A: Trips. 14 Q: -- Europe and that kinda thing? 15 A: Yeah. 16 Q: Is the Mayor's -- is dinner at the 17 Mayor's house always the biggest selling item? 18 A: In most cases. 19 Q: So it draws the highest bid of all of 20 the things on offer? 21 A: Yes. 22 Q: So there's one that I saw that you'd 23 go to France for thirteen thousand dollars ($13,000), but 24 to have dinner with your mother it would be twenty-five 25 thousand ($25,000)? 1933 1 A: Yes. 2 Q: Which one would you rather do? 3 A: France. 4 Q: I'm not gonna -- I'm not gonna take 5 advantage of you in that way. 6 Now, if we look at page 13, this is one 7 with -- this is one with Mr. Couprie -- no, sorry, this 8 is one with you and Mr. Di Poce and Mr. DeCicco. Again, 9 we're getting closer to the time of the WCD transaction. 10 Mr. Di Poce ultimately did invest in WCD? 11 A: I found that out afterwards, yes. 12 Q: Right. And you didn't know it at the 13 time? 14 A: No, I did not. 15 Q: Right. Now, I understood from you 16 that, not in your evidence, but in some of the interview 17 processes that you were keeping Mr. DeCicco apprised of 18 what you were doing with the WCD project? 19 A: Yes. 20 Q: All right. Because he was somebody 21 who had considerable means and might invest in it 22 ultimately? 23 A: Correct. 24 Q: All right. And do you know at this 25 occasion, would you have been discussing the projects 1934 1 with that grouping of people? 2 A: No. 3 Q: Now -- I'm sorry, page 14, let's look 4 at that one. 5 So this is 2006, you and Leo Couprie, so 6 this a meeting in the middle of the day. Had you, by 7 this point, formed the view that Mr. Couprie should be 8 part of the company? 9 A: He was already part of the company 10 before that. 11 Q: He was already part of the company 12 before that point but he hadn't invested the money yet? 13 A: No. 14 Q: So he's part of the company. You're 15 meeting in the middle of the day. I assume there's a 16 business reason for this meeting? 17 A: Could be, but it wouldn't have 18 anything to do with WCD at that point. 19 Q: Well, what would it have had to do 20 with? 21 A: Well, I can't tell you. Probably -- 22 Leo probably requested it. Could be something else he 23 was doing. 24 Q: All right. But you can't tell us one 25 (1) way or the other? 1935 1 A: I can't absolutely -- 2 Q: Correct. 3 A: -- say it wasn't but I -- most likely 4 it was not. 5 Q: Okay. If we -- if we go forward 6 eleven (11) months or almost a year, Mr. Couprie, in 7 fact, invests seven hundred and fifty thousand (750,000)? 8 A: Correct. 9 Q: Right? And your mother witnesses 10 that -- 11 A: Correct. 12 Q: -- that document? 13 A: A year later. 14 Q: Right. And at this point he's 15 already involved in this company and you're already 16 taking steps to advance the project? 17 A: Correct. 18 Q: And can I suggest to you that it may 19 well have been a topic -- a topic for discussion at this 20 meeting? 21 A: Could have been a topic. 22 Q: Could have been. Is it more likely 23 than not that it was? 24 A: It's more likely not than it was. 25 Q: More likely or not that it was a 1936 1 topic? 2 A: No, that it was not. 3 Q: Was not a topic? 4 A: At that time, no. 5 Q: All right. And why is it at that 6 time? 7 A: Well, nothing was happening fast. 8 Q: Right. Let's go ahead to page 15. 9 So this is in the summer of 2006? 10 A: Yes. 11 Q: It's a barbeque that Mr. Couprie -- 12 Mr. Couprie, I gather, is somebody who has also known 13 your family for a long time? 14 A: Since 2002, yes. 15 Q: Since 2002. But he's become a good 16 friend of yours? 17 A: Yes, a very good friend. 18 Q: And do you socialize with your mother 19 and Mr. Couprie? 20 A: Sometimes, yes. 21 Q: Right. And going back to 2002/2003 22 you would have done so, as well? 23 A: Not so much in 2002 because we met in 24 December. 25 Q: Right. But going forward 2000 -- 1937 1 A: Going forward, yes. 2 Q: All right. And this one -- do you 3 know whether this one is a social occasion or is it more 4 than that? 5 A: This is for sure a social. 6 Q: Now we don't want to pick on Mr. 7 DeCicco and Mr. Couprie necessarily because I understand 8 from your evidence this morning that your mother has 9 these sorts of relationships with lots of developers? 10 A: Lots of developers. 11 Q: And so developers will call her to 12 try and get through planning obstacles? 13 A: Assumption being, yes. Or problems. 14 Q: Problems. They'll call her to try 15 and get put together with other -- other people who can 16 help them? 17 A: Correct. 18 Q: And do I take it that -- that she has 19 a certain amount of social contact with -- with 20 developers, dinners and lunches and so on? 21 A: Yes. 22 Q: Right. 23 A: As well as other corporations. 24 Q: No, fair enough. Does she follow a 25 practice or a policy about who pays for lunch or who pays 1938 1 for dinner? 2 A: If she does, I don't know what it is. 3 Q: Right. Now if we go -- if we go 4 forward to the point at which Mr. Couprie -- sorry, which 5 Mr. Cook is leaving the corporation and Mr. DeCicco has 6 joined the corporation, there is then an issue which 7 arises over the Put Agreement? 8 A: Yes. 9 Q: Or the Call Agreement, whichever you 10 want to -- but the idea is that Mr. Cook can require that 11 Mr. DeCicco buy him out of the company? 12 A: Yes. 13 Q: And the concern, as I understand it, 14 is that Mr. Cook could require that he be bought out at a 15 considerable sum of money too early in the process? 16 A: I don't completely understand the 17 agreement but I believe that I understand it to something 18 to that effect, yes. 19 Q: Right. So the idea is that you want 20 Mr. Cook onboard with all of his skills and expertise and 21 connections until you've got the thing basically done and 22 this agreement in some way allowed him to get out earlier 23 than that point? 24 A: Well, if I read the agreement I 25 believe it had to be close to the closing of the 1939 1 agreement. 2 Q: Right. There's a -- we don't need to 3 pull it up but there is a fairly complicated set of 4 terms? 5 A: Yeah, it's kind of complicated. 6 Q: Now Mr. DeCicco, at any rate, formed 7 the view that this agreement, this Put Agreement, had to 8 come to an end? 9 A: Yes. 10 Q: And if we pull up Exhibit 194, this 11 is the termination document. This is the one that was 12 sought to have signed. 13 A: Yes. 14 Q: And this one is actually signed. And 15 so that was the end of the process. Let's look at 16 Exhibit 272. 17 "Emilio will fax that agreement to your 18 home today, and so on. It covers all 19 the points. You can set up a meeting 20 with Murray." 21 A: Okay. 22 Q: Right. You knew that -- that your -- 23 your mother was going to be involved in this process to 24 try and get resolution of the issue? 25 A: Yes, because Tony trusted that she 1940 1 could keep the peace. 2 Q: Right. Well, I was going to come to 3 that. Let's pull up Exhibit 236. I'm going to suggest 4 to you that it doesn't look as though Mr. DeCicco was 5 looking for your mother to play referee necessarily. 6 Let's look at this one, scrolling down. The message is: 7 "Were you able to, or have you 8 considered getting Murray to sign the 9 agreement terminating the call? The 10 sooner we get it, the better off we 11 are." 12 Right? 13 A: Okay. 14 Q: And I take it that really what he's 15 proposing there is that she be an emissary, that she 16 reach out to Murray and see whether she can get Murray to 17 sign this agreement? 18 A: I would assume by that, yes. 19 Q: Right. And let's look at Exhibit 20 238. 21 "Please call me at your earliest 22 convenience. I'd like to speak with 23 you regarding Murray Cook. We received 24 a letter from his lawyer stating we 25 haven't the authority to do things. I 1941 1 suggested to Peter that it would be 2 good if we meet tomorrow." 3 And do you recall whether you did have a 4 meeting on this issue about the -- the letter from Murray 5 Cook's lawyer? 6 A: No, I don't recall that. 7 Q: All right. Now just to put this in 8 perspective, Murray Cook is someone who you've known your 9 entire adult life, I take it? 10 A: Yes. 11 Q: And he's known your parents, and he 12 knows your mother going back many years? 13 A: Yes. 14 Q: Right. And how does your mother -- 15 or how did your mother decide what action to take in 16 relation to this? 17 A: Well, I don't know how she decided 18 what she did. 19 Q: Now what do you recall of what she 20 did in order to assist in getting this agreement signed? 21 A: I believe she had a meeting with Tony 22 and Murray at one (1) point, and I don't believe it was 23 resolved. 24 Q: Now we may come to it but, 25 ultimately, you were able to send the agreement, the 1942 1 signed agreement, back, is that right? 2 A: I was sending it? 3 Q: I think I have a note to come back to 4 this, but I thought I saw it as an attachment to one of 5 your emails. 6 A: I don't recall that. I don't know. 7 Q: Okay. 8 A: If you have it, show it to me. 9 Q: I'll come back to it. Now is it your 10 view that your mother took sides in this dispute? Did 11 she take active steps to try and get the -- Murray to 12 sign the agreement? 13 A: I don't believe she took sides. She 14 was trying to keep the peace. 15 Q: Okay. Now if I can ask you a few 16 questions about your relationship with some of the City 17 officials. Turn up Exhibit 265. Middle of the passage, 18 John Filipetti communicating with Michael Kitt: 19 "I received a call from Ed Sajecki who 20 indicated that Peter McCallion spoke 21 to him further on Saturday after the 22 three (3) of us spoke. According to 23 Ed, Peter asked Ed what the City could 24 do that might give us as vendors 25 comfort that the hotel would be built. 1943 1 As a result, Ed called to say the City 2 would be prepared to consider amending 3 the official plan to require a hotel to 4 be built." 5 And so on. Do you recall having a 6 discussion with Ed Sajecki, and from the date I believe 7 it would have been at the Mayor's gala? 8 A: That's quite possible, yes. 9 Q: All right. And do you recall 10 suggesting to Mr. Sajecki that perhaps the official plan 11 could be changed? 12 A: Well, I asked what he could do in 13 order to require a hotel -- 14 Q: Right. 15 A: -- and he suggested the official 16 plan. 17 Q: And Mr. Sajecki suggested the 18 official plan be changed? 19 A: Yes. 20 Q: And could we just have a look -- I 21 don't have the exhibit numbers, but OMR002002899 -- 22 002002899. It's on the exhibit list, I'm certain. Two 23 forty-nine (249), thanks. Exhibit 249. 24 There's reference there to a surprise 25 meeting requested by you on October the 9th, I guess, 1944 1 because it's the day following this. Do you recall this? 2 A: I recall a meeting. 3 Q: Right. And then could we have a look 4 at MIS079001041. Again, it will be an exhibit, I just 5 don't know the number. So this is on October the 9th. 6 There's reference to -- by Mr. DeCicco, a message left 7 for the Mayor. 8 "Please give me a call about the 9 meeting this morning on how we can move 10 forward." 11 Right? So you've requested a meeting for 12 October the 9th? 13 A: With Michael Kitt. 14 Q: Right. And then Mr. DeCicco appears 15 to be talking to your mother about a meeting on October 16 the 9th as well? 17 A: I assume he was talking to her about 18 it, by that. 19 Q: Right. But -- they're talking about 20 the same meeting, as far as you know? 21 A: No, I don't know. 22 Q: You don't know. But from the timing, 23 do you know of any other meeting that day? 24 A: Well, no other meeting I had. 25 Q: All right. Now, let's look at
1945 1 Exhibit 262. This is referring, I believe, to a letter 2 which you had delivered on October 23rd. And the idea 3 here was that WCD might agree to increasing the selling 4 price by 2.5 million if the hotel conditions were 5 dropped. 6 And the last sentence: 7 "Peter has advised us he has spoken to 8 the key people at the City who are 9 apparently okay with the restrictions 10 being removed." 11 Now, do you remember to whom you had 12 spoken at the City? 13 A: That would be Ed Sajecki. 14 Q: Ed Sajecki. And he had indicated 15 that removing the hotel restriction was all right, 16 correct? 17 A: Yes. 18 Q: Let's look at Exhibit 247. 19 A: Just the timing of it, not removing 20 the hotel. 21 Q: Well, let's just talk about that for 22 a second. 23 A: The idea was that, for the time 24 being, you wouldn't have to build a hotel. But the idea 25 was to still have a hotel there -- 1946 1 Q: So the zo -- 2 A: -- eventually. 3 Q: Okay, so the zoning would be changed 4 to require that a hotel be built? 5 A: Or whatever -- or the official plan 6 or whatever needed to be done. 7 Q: But from the point of view of the 8 vendors, did we accept that the vendors really wanted a 9 hotel there, right? 10 A: The vendors did, and a lot of people 11 did. 12 Q: Right. From the vendors' 13 perspective, once title to the land passes, the zoning 14 can be changed back, can it not? 15 A: Yes. 16 Q: And same thing with the official 17 plan? 18 A: I believe. 19 Q: Right. And if we look at Exhibit 20 247, this is in relation to the key people at the City, 21 and this is received a bit -- this is received with a bit 22 of skepticism, I guess, by Mr. Charles, on behalf of the 23 AIMCo people. 24 "We'll wait until you've spoken to the 25 key people, person/mall, and with the 1947 1 City." 2 I take it, just to be fair to you, you'd 3 never spoke to your mother about this issue? 4 A: No. 5 Q: Right. And the person to whom you 6 did speak was Mr. Sajecki? 7 A: Correct. And then, scrolling down, 8 having said what you just said, no, keep going up, sorry: 9 "If approving a site plan is sufficient 10 to satisfy the City, why couldn't we do 11 that ourselves," and so on. 12 And then Mr. Sajecki -- sorry, Mr. Charles 13 says to Mr. Kitt at the time -- says: 14 "We'll wait until you've been able -- 15 Mr. Filipetti, we'll -- you've been 16 able to speak with the Mayor." 17 So just putting that together, you have a 18 proposal which you have vetted with Mr. Sajecki, correct? 19 A: Yes. 20 Q: That's not good enough for the 21 vendors. They're going to vet it with your mother. 22 A: Okay. 23 Q: Now, you talked this morning about 24 there being an issue which had arisen at some point about 25 your involvement with this transaction. 1948 1 A: I was not aware of that. 2 Q: All right. Well, let's look at 3 Exhibit 257. So this is an email. Mr. Walker is a 4 planning consultant who works with Barry Lyon. The 5 company's N -- NBLC for short? 6 A: Yeah. 7 Q: He's emailing Mr. Bisceglia, Mr. 8 DeCicco, and then firstname.lastname@example.org; that's an email 9 address that belongs to you? 10 A: Correct. 11 Q: And then it's copied to a number of 12 other professionals. So there's a list there. 13 "Barry and I spoke with Marilyn Ball." 14 Marilyn Ball is the -- is one of the 15 planning -- senior planning staff? 16 A: Yes. 17 Q: 18 "She is not happy with a number of 19 design changes/non-changes." 20 And it goes down. 21 "The reduction in size of the 22 conference facilities." 23 And you were involved in that issue, I 24 take it? 25 A: Yes. 1949 1 Q: And there's a discussion about where 2 there's room to manouevre effectively. In terms of 3 attendees -- second to last paragraph: 4 "She is requested that I email her our 5 list, and that they will set it up. 6 Our tentative list includes Emilio, 7 Tony, Drummond/Sandro (phonetic), Carol 8 and ourselves." 9 You see that? That's who they want at the 10 meeting? 11 A: Okay. 12 Q: And then: 13 "Not sure if the optics are right for 14 Peter to attend." 15 A: Okay. 16 Q: So this is an email that went 17 directly to you, Mr. McCallion, on that date, February 18 the 23rd -- 19 A: Yes. 20 Q: -- where this issue about the 21 propriety, or the advisability of you attending a meeting 22 with city staff, is raised? 23 A: I have to admit, I probably didn't 24 read all of the emails I got completely. 25 Q: Okay. But if you got that one, you 1950 1 would've seen there's an issue? 2 A: If I had read the bottom, yes. 3 Q: Right. 4 A: I usually only read the -- I -- the 5 items that she was speaking of specifically at the top. 6 Q: But I take it that this lines up with 7 your evidence this morning, which is that, you know, in 8 some ways, being the son of the Mayor has been a 9 hindrance to you? 10 A: Yes. 11 Q: Right. So that this would be an 12 example where -- 13 A: That's an example of a hindrance. 14 Q: Right. That somebody would say, you 15 know, we're not sure that Peter McCallion should be 16 dealing on this issue in this way? 17 A: Yes. 18 Q: Now, do I take it from the answer 19 that you gave a second ago, that you don't have any 20 recollection of any discussion with anyone after getting 21 this email? 22 A: No. 23 Q: You don't know whether you got it or 24 not? 25 A: Well, I probably got it, yes. Did I 1951 1 read the entire email? Probably not. 2 Q: Right. Do you remember reading any 3 part of the email? 4 A: Well, I probably remember the -- 5 specifically, the one (1), two (2), three (3), four (4). 6 Q: Now, let's pull up Exhibit 269. So 7 this is the document that I think you saw last week? 8 A: Actually, I haven't seen it yet. 9 Q: Sorry? 10 A: I have not seen it yet. 11 Q: Okay. So it was read to you over the 12 phone or something? 13 A: I believe so, yeah. 14 Q: So let's go into the first page. And 15 this, as you understand it, is a document which was being 16 used to market the investment opportunity in World Class 17 and the hotel/condo project? 18 A: That's what I've been told. I 19 haven't seen it yet, so... 20 Q: Well, hopefully we'll get to see it 21 together in a second here. So there's the table of 22 contents, and then let's go one (1) more page in. So 23 this is dated June 2008, and it says: 24 "World Class is effectively owned by 25 three (3) individuals. Mr. Tony 1952 1 DeCicco, and Mr. Peter McCallion, and 2 Mr. Murray Cook." 3 A: What's the date of this? 4 Q: June 2008. 5 A: Yes, okay. 6 Q: Right. So I appreciate your evidence 7 that you had not seen this, but in the middle of 2008 it 8 appears that this was being used, or had been created for 9 marketing purposes, and advertising you as an owner? 10 A: Correct. By that, yes. 11 Q: Now, do you appreciate that once your 12 involvement as more than an agent became known -- or, I 13 guess to be fair, that the suspicion of your involvement 14 in a capacity other than that of an agent became known, 15 that it caused concern in the vendor group? 16 A: Not that I was aware of. 17 Q: You weren't aware of it at the time? 18 A: No, I was not. 19 Q: Let's look at Exhibit 273. So this 20 is Craig Coleman, who was an advisor for the Alberta 21 Group. 22 "And last, I would like to know exactly 23 what Peter McCallion's interest in this 24 project is." 25 Right? This is something that he's 1953 1 raising? 2 A: Yes, I have not seen this, but... 3 Q: Right. Okay. Let me find one (1) 4 document number here; two (2) seconds. So can we pull up 5 OMR002002558? So this is a memorandum that is sent 6 internally at Oxford of the deal. Sets out at the top: 7 "December 12th was the notice date by 8 which the potential purchaser was to 9 provide notice" 10 and carries on; describes the extension 11 periods. 12 The second paragraph in bold: 13 "As the extension notice was not 14 received, the conditions must be 15 satisfied by December 19th" 16 and so on. We know that it, in fact, was 17 extended over to January the 9th, but let's go to the 18 second page. 19 "We undertook to persuade our co-owner" 20 -- 21 Again, this is Oxford/AIM -- 22 "that a clean sale could be 23 orchestrated as follows:" 24 And then it sets out a number of factors. 25 Then go down to the bottom. 1954 1 "AIM rejected these arguments with the 2 following rationale." 3 And the one (1), of course, that's of 4 interest to us is the third one. 5 "AIM do not want to tie any 6 concessations -- concessions from the 7 City to this deal, because the un -- 8 the potential unfavourable optics in 9 their view. They are also 10 uncomfortable with the involvement of 11 Peter McCallion as an apparent 12 principal of WCD." 13 Do you see that? 14 A: Yes, I see it. 15 Q: Right. Now, I appreciate you didn't 16 know this at the time, but you see that based on this 17 report, one (1) of the reasons that the deal, in fact, 18 was terminated, it would appear, is because of your 19 involvement. 20 A: It appears, based on that statement. 21 Q: Right. And this is the first that 22 you have known of that, I take it? 23 A: Yes. 24 COMMISSIONER DOUGLAS CUNNINGHAM: Has 25 that been marked? 1955 1 MR. WILLIAM MCDOWELL: That, I think, is 2 in, but can we mark that -- 3 THE COURT CLERK: Exhibit 275. 4 MR. WILLIAM MCDOWELL: 275. Thank you. 5 6 --- EXHIBIT NO. 275: OMR002002558 - memorandum - 7 WCD - update on sale of 8 blocks 9 and 29 at Square One 9 dated December 15, 2008 10 11 CONTINUED BY MR. WILLIAM MCDOWELL: 12 Q: And then just to pull out Exhibit 13 142. This is a report -- entered the notes from Mr. 14 Charles, the bottom in the left: 15 "December 16th, follow-up re. response 16 to letter. Mayor assured everyone that 17 Peter McCallion was off the file, and 18 has no further involvement in the 19 project." 20 COMMISSIONER DOUGLAS CUNNINGHAM: What's 21 the date of that? 22 MR. WILLIAM MCDOWELL: That is December 23 the 16th, Commissioner. 24 25 CONTINUED BY MR. WILLIAM MCDOWELL: 1956 1 Q: And there's more evidence to come in 2 this, obviously, but if your mother said that to 3 somebody, she did so without consultation with you? 4 A: Yes. 5 Q: And in fact, she was incorrect. If 6 she said that, she was incorrect. 7 A: If she said that, it was incorrect. 8 Q: And then up on the -- the right hand 9 side: 10 "Tony took Murray Cook out of equation. 11 Mayor brought Tony into deal when Mayor 12 thought Murray Cook wouldn't be able to 13 deliver." 14 Looking at that, was your mother involved 15 in Tony -- in Tony DiCicco joining the project? 16 A: No, not at all. 17 Q: Were you aware of your mother's view 18 about whether Tony, or sorry, Murray Cook would or 19 wouldn't be able to deliver? 20 A: I'm not aware of that. 21 Q: Right. And so, we'll have more 22 evidence about this, but insofar as your mother's 23 involvement in this, these are new ideas for you. You 24 haven't -- 25 A: Yes, I was not aware. 1957 1 Q: Now -- now, the deal terminated, as 2 we've heard, on January the 9th of 2009. There was then 3 a period where effectively nothing was happening between 4 the two (2) sides in this terminated deal, but then there 5 was litigation. 6 A: Correct. 7 Q: Right. And you have testified this 8 morning about encountering Mr. O'Brien at some golf 9 dinner? 10 A: Correct. 11 Q: And did -- just to be clear about 12 this, did Mr. O'Brien come to your mother and ask whether 13 he could be of assistance, or was it the other way 14 around; did your mother go to Mr. O'Brien? 15 A: Well, he came to me. 16 Q: He came to you. And he offered to 17 assist in getting this resolved? 18 A: Yes, he did. 19 Q: And he came to you in your capacity 20 as being associated with WCD? 21 A: Yes. 22 Q: Now, if we look a these mechanics, 23 let me put it that way, of this discussion Mr. O'Brien's 24 going to have, Mr. O'Brien had been the city manager? 25 A: Yes. 1958 1 Q: And in that capacity he'd been an 2 advisor to your mother? 3 A: I would say, yes. 4 Q: Well, to the City -- 5 A: Even -- even afterwards. 6 Q: Right, and afterwards; I was going to 7 come to that. He has remained a trusted advisor. 8 A: Yes. 9 Q: In a way that other city managers are 10 not, I take it, former city managers? 11 A: Well, some of them have moved away, 12 so I can't answer that. 13 Q: Right, but -- 14 A: Distance wise alone, he's close. 15 Q: Close. And he sometimes does -- he 16 has dinner with her from time to time? 17 A: I believe so, yes. 18 Q: He does errands for her, if I could 19 put it that -- from time to time? 20 A: I don't know about that. 21 Q: He is a trustee of the family trust 22 that your family has? 23 A: Correct. 24 Q: Right. And with our new found 25 knowledge of trust here, you're a beneficiary of the 1959 1 trust. 2 A: I believe I am. 3 Q: Right. 4 A: May not be after this. 5 Q: Well, fair enough, but as matters 6 stand you're a beneficiary. 7 A: Correct. 8 Q: And so here is your mother's advisor, 9 and -- in this special capacity, his formal capacity, at 10 least, being the trustee, he's setting off to try and 11 resolve things with Mr. DeCicco? 12 A: Correct. 13 Q: But he's also a director of one (1) 14 of the OMERS entities? 15 A: Yes. 16 Q: And you sit in on these negotiations 17 on the side of WCD? 18 A: I'm sitting there putting them 19 together -- 20 Q: Right. 21 A: -- because the only way it's going to 22 be resolved is Tony and OMERS -- 23 Q: So you -- 24 A: -- come to a settlement. 25 Q: All right. But I mean, why are you 1960 1 there? Do you assume the -- the peacekeeper role here, 2 or... 3 A: Yes, kind of, because Tony can be 4 argumentative. 5 Q: And just so we have it from you, what 6 was your understanding of what Mr. O'Brien was doing in 7 these meetings? 8 A: He was trying to come to an 9 agreement, a satisfactory agreement, between the two 10 sides. 11 Q: M-hm. 12 A: A settlement agreement. 13 Q: Now, let's pull up Exhibit 215. 14 These are notes taken by the city solicitor. This is 15 September 3rd of 2009. Mary Ellen Bench. We understand 16 she'll give evidence consistent with these notes: 17 "Hazel has called him and suggested he 18 talk to me." 19 That's Mr. O'Brien. Going down a couple 20 of bullets: 21 "Met with DeCicco and Peter McCallion 22 at her request." 23 So Mr. O'Brien is saying that he met with 24 Mr. DeCicco, but also you at the mayor's request? 25 A: I didn't know it was at her request. 1961 1 He offered. 2 Q: All right. 3 "Has read affidavits." 4 Sorry. 5 "Discussed with Michael Latimer. Has 6 read affidavits by DeCicco and Peter 7 McCallion. Concerned with conflict." 8 A: So that's after -- oh, that's 9 September 3rd, yeah. 10 Q: Right. At this point, did -- did 11 your mother say anything to you about her concern about a 12 conflict in relation to this issue? 13 A: No. 14 Q: And then going down to September 5th: 15 "Had a long -- he had a long chat with 16 Hazel this morning." 17 That's Mr. O'Brien: 18 "She is not that excited about the 19 Sheridan deal." 20 And then carrying on: 21 "Concerned that if the City goes ahead 22 with deal that -- with Sheridan, could 23 put the City in a precarious position." 24 Do you see that? He's quoting -- 25 A: Which point is that? 1962 1 Q: Would he just be quoting -- 2 A: Oh, that one. 3 Q: Did you have an understanding from 4 Mr. DeCicco that -- that he had an improved bargaining 5 position, given that the Sheridan deal was now coming up 6 to a closing? 7 A: I wasn't aware of the Sheridan deal. 8 Q: At all? Even by this point? 9 A: No. 10 Q: Okay. 11 "Recommends bringing Hazel up to date 12 before it goes to counsel." 13 And then the next bullet: 14 "Hazel has agreed to declare a 15 conflict." 16 Next bullet: 17 "No, she has talked to Peter and 18 DeCicco." 19 Again, so this is a couple of days later. 20 Did you have any discussion about your mother's concerns 21 about being in a position of conflict in that time 22 period, September 5th? 23 A: I was not aware of that, no. 24 Q: All right. And then it carries on. 25 Just to cover this off, do I take it that you were not 1963 1 speaking with your mother about this conflict of interest 2 on her part, in September of 2009? 3 A: No. 4 MR. WILLIAM MCDOWELL: All right. 5 Commissioner, I'm going to move to another area. Could 6 we perhaps break? 7 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 8 Take fifteen (15) minutes. 9 THE COURT CLERK: Order. All rise, 10 please. The Inquiry stands recessed for fifteen (15) 11 minutes. 12 13 --- Upon recessing at 3:29 p.m. 14 --- Upon resuming at 3:47 p.m. 15 16 THE COURT CLERK: Order. All rise, 17 please. The Inquiry is reconvened. Please be seated. 18 19 (BRIEF PAUSE) 20 21 CONTINUED BY MR. WILLIAM MCDOWELL: 22 Q: Just a few remaining points, sir. In 23 relation to the affidavit -- I'm sure that you're sick of 24 telling the story about the affidavits, but there's the 25 first, the August 24th one, and Ms. Rothstein's reviewed 1964 1 the circumstances of that -- 2 A: Correct. 3 Q: -- being sworn. And then, I guess, 4 we will see the evidence from Mr. Bisceglia or the people 5 in his office about the circumstances surrounding why 6 that firm didn't commission a further affidavit. 7 But, in any event, you went to Mr. 8 Schwarz, to his office? 9 A: Correct. 10 Q: And Mr. Schwarz has, from time to 11 time, acted as your mother's personal solicitor, I take 12 it. 13 A: Yes, for many years. 14 Q: For many years. And in fact, we're 15 talking about the family trust, and so on; he's the one 16 that did those arrangements. 17 A: Yes. 18 Q: So you went back, taking aversion 19 which you understand -- not you understood -- which was - 20 - which contained the expression of your desire to 21 correct the record. 22 A: Correct. 23 Q: And then after you swore that one you 24 vetted that one with -- with your mother, I gather? 25 A: I believe I sent a copy to Mary Ellen
1965 1 Bench. 2 Q: All right. And in any event, it was 3 communicated to you, was it by your mother that it was 4 insufficiently clear? 5 A: Probably. Yes, I don't a hundred 6 percent remember that, but -- 7 Q: Now, with respect to the -- the first 8 affidavit, the -- yeah, the August 24th one, we want to 9 be clear about this. Did you discuss the affidavit with 10 your mother over the telephone before it was sworn? 11 A: All I said was there was a lot of 12 changes that I had to make from the first affidavit that 13 Emilio gave me. 14 Q: All right, so -- 15 A: I didn't discuss what they were. 16 Q: All right. So the first affidavit, 17 just so we have this, is the August 24th affidavit, 18 Exhibit 212? 19 A: Whatever the number is, yeah. 20 Q: Well, let's just look at it to make 21 sure. This is an important point. 22 Let's go down to the first paragraph -- or 23 the second paragraph, I guess. 24 A: Yes, that's the one. 25 Q: "I'm one of the principles." So you 1966 1 did discuss this affidavit, Exhibit 212, with your 2 mother? 3 A: Over the phone, saying before this. 4 Q: Before it sworn? 5 A: Before signing. 6 Q: Before signing it? 7 A: Before signing it. 8 Q: Right. 9 A: I said there was a lot of changes 10 from the draft that Emilio sent me. 11 Q: Right. 12 A: And I corrected them. 13 Q: Oh, and I take it the litigation that 14 was going on was a matter of interest to her because the 15 Sheridan deal was pending? 16 A: Well, to her, it would have been 17 interesting, yeah. I didn't know about the Sheridan deal 18 though. 19 Q: All right. Did you look at any of 20 the other affidavits in the proceeding? 21 A: I saw none. 22 Q: And you discussed to some extent the 23 substance of this affidavit with your mother? 24 A: No, just the fact that I had to make 25 a lot of changes -- 1967 1 Q: All right. 2 A: -- not what they were. 3 Q: I have to ask you, sir, you say that 4 you knew nothing about the Sheridan transaction at any 5 point? 6 A: Well, it was in the newspaper much 7 after this. 8 Q: But hadn't it been announced with a 9 lot of fanfare in the spring of 2009? 10 A: Yes, I remember that, but it wasn't 11 specific to a site. 12 Q: It wasn't specific to a site? 13 A: Or if it was, I thought it was on a 14 site where the theatres were. 15 Q: So you thought that it was going on a 16 different portion of the Square One lands? 17 A: Correct, not where we were. 18 Q: And, at some point, did you figure 19 out that it was, in fact, where you were? 20 A: After the fact. 21 Q: Long after this? 22 A: Yes, after this. 23 Q: So long after August the 24th? 24 A: Long after. 25 Q: All right. And so there's a second 1968 1 affidavit and then there was a third affidavit. Did Ms. 2 Bench ask you for the third affidavit? 3 A: I believe I sent it. I don't believe 4 she asked for it specifically. 5 Q: All right. And what was it that 6 prompted you to -- to do the third affidavit? 7 A: That it wasn't completely clear. 8 Q: Right. And having sworn that 9 affidavit, what did you do with it? I mean, you have 10 version 1, version 2, version 3. You got -- 11 A: Right. 12 Q: -- version 3 sworn. What do you with 13 it at -- at that point? 14 A: I sent it to Emilio's office after it 15 was commissioned, and I believe -- 16 Q: All right. 17 A: -- I sent a copy to Mary Ellen Bench. 18 Q: Right. Now is it possible that you 19 discussed it with Mr. Couprie, the first affidavit, or 20 the second, or the third? 21 A: I didn't discuss the details of it. 22 I told him that I had their affidavit that I had to sign 23 and I had a lot of -- 24 Q: You had to sign? 25 A: -- and I had a lot of changes to it. 1969 1 I didn't discuss with him what the changes were either. 2 Q: All right, but let's just get this 3 straight. In advance of swearing the affidavit, the 4 Exhibit 212, you did discuss this with Mr. Couprie? 5 A: I told him I had an affidavit to 6 sign. 7 Q: Right. And did you discuss with him 8 that it touched on the nature of your involvement with 9 WCD? 10 A: No. 11 Q: All right. Now as I understand it, 12 one (1) of the complications in describing your role was 13 that you no longer had the trust document? 14 A: Correct. I thought I'd discarded it. 15 Q: Right. And I can't remember offhand 16 how you extinguish a trust, but I don't think ripping up 17 your copy is good enough. 18 A: Well, I don't know that. 19 Q: Right. So you thought that because 20 you no longer had your copy, that was the end of the 21 trust? 22 A: That was the end of it. 23 Q: All right. We now know, of course, 24 that if you'd asked Mr. Couprie for his documents, he had 25 all the signed documents. 1970 1 A: I thought he had discarded his too 2 because it had served the purpose. 3 Q: Right. Okay. So do you know whether 4 Mr. Couprie brought the documents in to -- to Mr. 5 Bisceglia once we got into the Inquiry? Are you aware? 6 Before -- or before we got into the Inquiry? 7 A: I don't know when he provided those 8 documents. 9 Q: So during -- is it possible during 10 the -- 11 A: I assume it's during the Inquiry. 12 Q: Is it possible that it's early as 13 during the litigation? 14 A: I'm not aware of that. 15 MR. WILLIAM MCDOWELL: Okay. I'm going 16 to conclude in a second, and then it may be useful to 17 actually have Ms. Rothstein ask a couple of questions to 18 clarify this. 19 COMMISSIONER DOUGLAS CUNNINGHAM: All 20 right. 21 22 CONTINUED BY MR. WILLIAM MCDOWELL: 23 Q: Now let's look at -- let's look at 24 Exhibit 144. So this is one that -- an exhibit that 25 garnered some attention at the end of our last session of 1971 1 the Inquiry: 2 "The important thing to maintain is to 3 maintain a relationship with the City. 4 Have you done this to date?" 5 Says Mr. Kitt. 6 "I don't trust the buyer, and there's 7 no doubt they are using Hazel in this 8 process. It is difficult to tell her 9 that, especially with her son 10 involved." 11 Now you gave some evidence this morning 12 about the number of calls that Mr. DeCicco had made to 13 your mother. 14 A: M-hm. 15 Q: And you seemed surprised by that 16 evidence? 17 A: The number of calls, no. 18 Q: You weren't surprised by that? You 19 were unaware of that though, I gather? 20 A: I was unaware, but I'm not surprised. 21 Q: And you're not surprised because this 22 is just something that developers have done, I take it? 23 A: Some people do, yes. 24 Q: What do you say to the suggestion 25 that they were using your mother in the process? 1972 1 A: I don't believe they were. 2 Q: All right. Just lastly, to finish 3 off, why did you send version two of the affidavit, the 4 September 11th affidavit, to Ms. Bench? What prompted 5 that? 6 A: Just more clarification. 7 Q: Your mother had spoken to you about 8 clarifying this? 9 A: I believe so, yes. 10 Q: And this was becoming a public issue, 11 I guess? 12 A: I don't believe at that point it was. 13 Q: Okay. But you wanted there to be 14 some clarity in the issue? 15 A: Correct. 16 MR. WILLIAM MCDOWELL: All right. Thank 17 you very much. 18 COMMISSIONER DOUGLAS CUNNINGHAM: Ms. 19 Rothstein, did you have some further questions? 20 21 (BRIEF PAUSE) 22 23 MS. LINDA ROTHSTEIN: Before I ask a 24 question or two (2), could I just wait until after Mr. 25 Lax? It will only be on my clarification as to when the 1973 1 documents involving WCD were given by Mr. Couprie to Mr. 2 Bisceglia. I don't know that off the top of my head, 3 and... 4 COMMISSIONER DOUGLAS CUNNINGHAM: Right. 5 All right. Mr. Lax...? 6 7 CROSS-EXAMINATION BY MR. CLIFFORD LAX: 8 Q: Mr. McCallion, I'm Cliff Lax. I'm 9 the lawyer for the Corporation, the City of Mississauga. 10 A: Okay. 11 Q: And now having heard your evidence, 12 would this be a fair summary of what it is that -- that 13 you wish the Inquiry to accept, that from 2005, from the 14 incorporation of WCD, until just recently in preparation 15 for your testimony here, you believed that your role at - 16 - with WCD was nothing other than that of a real estate 17 agent? 18 A: Correct. 19 Q: You now say that you realize that 20 that was wrong and that, in fact, you are the owner of 16 21 percent of the equity of WCD? 22 A: Correct. 23 Q: And I take it that even when you 24 borrowed the money, the fifty thousand dollars ($50,000) 25 from TACC, which is Exhibit 196, Your Honour -- Mr. 1974 1 Commissioner, and at that at that time you represented 2 that you had signing authority on behalf of World Class, 3 that you were wrong to believe that you were misleading 4 in any way, because a real estate agent would normally 5 have signing authority on behalf of the client. Is that 6 correct? 7 A: That's correct. 8 Q: But, lo and behold, you now find out 9 that you were wrong to have thought that you were wrong, 10 because you were really a principal in the company when 11 you borrowed the fifty thousand dollars ($50,000) from 12 TACC. Is that correct? 13 A: I know that today, yes. 14 Q: You're aware that when Mr. Cook 15 engaged litigation with the company; that he claimed that 16 he and you, not Couprie, but that he and you were the 17 real partners in WCD. 18 A: I didn't know that. 19 Q: He has the 20 percent, you as to 80 20 percent. 21 A: I didn't know that. 22 Q: You didn't know that? 23 A: I didn't see his litigation. 24 Q: And after Mr. DeCicco came in were 25 you aware as to whether or not Mr. Bisceglia, the lawyer, 1975 1 through his family, was also an investor in WCD? 2 A: No, I did not. 3 Q: Are you aware today that Mr. 4 Bisceglia -- 5 A: As a result of the Inquiry, yes. 6 Q: And when did you become aware that 7 the lawyer for WCD was also one (1) of your partners in 8 WCD? 9 A: During the process of the Inquiry. 10 Q: And so, Mr. McCallion, you told Mr. 11 McDowell that you were not aware that the company had 12 gone out to seek financing in June 2008 and, in fact, 13 they had retained Ernst & Young for that purpose. 14 That's Exhibit 269, Mr. Commissioner. 15 If you go to the third page of the 16 document, please. This is where World Class Developments 17 is described as effectively owned by three (3) 18 individuals, Mr. DeCicco, yourself, and Mr. Cook, and you 19 agreed that that was factually correct as of June of 20 2008. 21 A: It was knowledge after the fact. 22 Q: It was correct at the time that Ernst 23 & Young prepared this document? 24 A: I didn't know that. 25 Q: And then when the affidavit was 1976 1 prepared for you, the one that's caused so much 2 difficulty because of the mistake that was made in which 3 you desc -- you were described as a principal of WCD, 4 that affidavit was either drafted by Mr. Bisceglia or, 5 alternatively, he was in the room when it was being 6 reviewed with you; is that correct? 7 A: No. 8 Q: I thought you said that at the first 9 meeting that you had, it was at Mr. Bisceglia's office in 10 which the -- the affidavit was discussed? 11 A: No, it was not. 12 Q: Sorry? Go ahead. 13 A: No, it was not. 14 Q: All right. It was not. So you were 15 at -- it was the only meeting at which -- at which you 16 were present? Refresh my memory. The affidavit was 17 prepared in draft form and you made revisions to it in 18 two (2) separate drafts; is that correct? 19 A: Correct. 20 Q: And -- and you received that 21 affidavit at Mr. Bisceglia's office? 22 A: By email. 23 Q: By email. And you did not know at 24 the time that Mr. Bisceglia was not only the lawyer for 25 WCD but also one (1) of your partners? 1977 1 A: I did not know that. 2 Q: And you're now suggesting that the 3 lawyer for WCD and one (1) of your partners had it wrong 4 when he described you as a principal of WCD? 5 A: Correct. 6 Q: When, in fact, you now know that the 7 only person who was wrong in that regard was you for 8 believing that you weren't a principal? 9 A: Correct. 10 Q: Have you received any portion of the 11 $4 million recovery that WCD made on the sale of the land 12 or on the resolution of the litigation with OMERS? 13 A: None. 14 Q: You now know that you have a 16 15 percent interest in that -- in that recovery? You've 16 known that I take it for more than a few days? 17 A: More than a few days, yes. 18 Q: And that would suggest, therefore, 19 that you have an entitlement to 16 percent of the net 20 profits of this company? 21 A: I believe that, yes. 22 Q: In addition, you would have an 23 entitlement to recover the loans that you made to the 24 company, correct? 25 A: I expect to recover the loans, yes. 1978 1 Q: So that as we sit here today, you 2 expect to recover a hundred thousand dollars ($100,000) 3 for your own benefit, fifty thousand (50,000) going to 4 TACC on the loans, correct? 5 A: Correct. 6 Q: And you expect to recover 16 percent 7 of the net recovery that the -- that the other 8 shareholders received? 9 10 MR. BRIAN GOVER: Well, with respect 11 that's not the witness' testimony. 12 COMMISSIONER DOUGLAS CUNNINGHAM: Well, 13 he's being cross-examined. I mean, if -- if -- 14 THE WITNESS: I don't expect to receive 15 any money. 16 17 CONTINUED BY MR. CLIFFORD LAX: 18 Q: Well, you would have an entitlement 19 to receive 16 percent. Your entitlement would be no less 20 and no greater than that of Mr. DeCicco, correct? 21 A: Correct, if you analyse it that way. 22 Q: If what? 23 A: If you analyse it that way. 24 Q: Well, you're a shareholder like him? 25 A: Well, I -- the money should go to 1979 1 Leo, and if he decides to give it to me that's his 2 choice. 3 Q: Well, he holds your shares in trust 4 for you, so you'd know he would have no choice? 5 A: I guess he wouldn't. 6 Q: All right. So as we stand here 7 today, you would have an entitlement to recover 16 8 percent of the amounts that all -- that were paid to all 9 of the other shareholders, as well as the loans, correct? 10 A: Correct. 11 Q: When did you realize that you would 12 have an entitlement to this recovery? 13 A: About a month ago through the process 14 of the Inquiry. 15 Q: And did you advise the Commission 16 that the basis upon which the Commission had ordered 17 funding for your legal fees on the basis that you could 18 not afford to pay them was no longer the case and that 19 you could now rec -- had the basis of recovering this sum 20 of money to cover your expenses? 21 OBJ MR. BRIAN GOVER: Mr. Commissioner, I 22 object. In my submission, what Mr. Lax seems to be 23 trying to do is to re-litigate an issue that was 24 determined by you in response to a motion brought on 25 March 4th, 2010. 1980 1 And I remind Mr. Lax that the evidence of 2 the witness is that he doesn't intend, doesn't expect, to 3 receive anything from the proceeds apart from repayment 4 of the loan. So I submit that that's an unfair question 5 that's being put to the witness -- 6 COMMISSIONER DOUGLAS CUNNINGHAM: Well, 7 whether he expects to receive anything or not, I think 8 the point that Mr. Lax is making is that because of this 9 trust agreement he may be entitled to certain funds. 10 And I think the point that Mr. Lax is 11 making is that Mr. McCallion, in the course of seeking 12 funding, swore an affidavit outlining his financial 13 affairs and I think the point Mr. Lax is making is, one, 14 this wasn't part of that evidence, and secondly, if it 15 wasn't did he bring it to the attention of the Commission 16 that there had been a change in his circumstances? 17 MR. BRIAN GOVER: Well, I accept that. 18 It -- but with the proviso that we have to remember that 19 the witness' testimony has been that it's been only 20 recently and -- 21 COMMISSIONER DOUGLAS CUNNINGHAM: Well, I 22 don't know when it was he simply said that he realized 23 that he was entitled legally to some of these proceeds 24 once the Inquiry got under way. I think that's all he 25 said. He didn't say when, and I don't know when. 1981 1 MR. BRIAN GOVER: Well, perhaps Mr. Lax 2 could ask that question then because -- 3 COMMISSIONER DOUGLAS CUNNINGHAM: Perhaps 4 he will. 5 MR. BRIAN GOVER: -- fairness to the 6 witness really requires it, in my submission. 7 COMMISSIONER DOUGLAS CUNNINGHAM: All 8 right. Well, I think Mr. Lax may do that. 9 10 CONTINUED BY MR. CLIFFORD LAX: 11 Q: I thought I heard you say, Mr. 12 McCallion, you realized that your entitlement -- you 13 realized your entitlement about a month ago, that's what 14 it -- 15 A: Yes. 16 Q: All right. And my question was that 17 in the -- in the month since then have you written to the 18 Commission to indicate that the circumstances set out in 19 your affidavit regarding need had -- had changed? 20 A: No, I did not. 21 Q: I wonder if you could now please turn 22 -- and this may be an exhibit or part of it may be an 23 exhibit, to which I apologize -- to COM0010020095 and 96. 24 These -- these are summaries, Mr. 25 McCallion, of monies that were received by the company 1982 1 Landplex and the sources of the receipt of the money. 2 I'd like you to help me a little bit with 3 who the people are. John Di Poce we know was an 4 investor. Was he an investor right from the beginning of 5 Mr. DeCicco's arrival or did he come in subsequently? 6 A: I do not know that. 7 Q: And do you know that he was an 8 investor? 9 A: No, I did not. 10 Q: And we're going to come back to the 11 meetings that -- that he attends with your mother in -- 12 in her office. Did -- did you have any idea of whether 13 or not those meetings had anything to do -- 14 OBJ MS. LINDA ROTHSTEIN: Your Honour, if I - 15 - I'm sorry, Mr. Lax. I don't know -- I don't know what 16 he's on, Your Honour. I'm going to take the position, if 17 I may -- I'm sorry, I'm doing the wrong thing here to 18 object. My first objection. 19 Your Honour, this document my client gave 20 to Commission counsel, and we had understood that there 21 would be some discussion about some of the names on this 22 document, and the propriety of having those names 23 disclosed before they -- it would be made an exhibit. 24 So forgive me if I've missed this on the 25 exhibit list and not raised this issue sooner. So that's 1983 1 my mea culpa there, Your Honour. But in any event, I 2 would -- I would ask you why this is an interest that's 3 engaged by the City of Mississauga? 4 It wasn't something that your Commission 5 counsel was interested in from this witness, and I don't 6 see why Mr. Lax's client would be concerned about this 7 aspect of the case. 8 COMMISSIONER DOUGLAS CUNNINGHAM: Well, I 9 don't know either. I've seen this for the first time 10 moments ago. What I understand it is, is that it's a 11 document presumably obtained from Mr. DeCicco because it 12 -- 13 MS. LINDA ROTHSTEIN: It was prepared by 14 Mr. Bisceglia for the purposes of the Inquiry to assist 15 Commission counsel. 16 MR. WILLIAM MCDOWELL: All right. Well, 17 a couple of things. That is true, I -- a couple of 18 things. I didn't know that this document had made its 19 way out of the exhibit list, but having said that, there 20 has been evidence about Mr. Di Poce's investment, for 21 example -- 22 COMMISSIONER DOUGLAS CUNNINGHAM: There 23 has. 24 MR. WILLIAM MCDOWELL: -- without 25 objection. And the documents which have been produced 1984 1 relatively recently, within the last ten (10) days or so 2 by the -- by WCD, we have imported to court book on 3 notice to the parties because we got them, frankly, quite 4 late in the day. So -- so I -- I don't -- 5 MS. LINDA ROTHSTEIN: This wasn't with 6 those, Mr. McDowell. This one you had from the outset of 7 the Inquiry. 8 THE COURT CLERK: Ms. Rothstein, could 9 you speak up, please. 10 MS. LINDA ROTHSTEIN: I'm so sorry. And 11 I just want to just respond to Mr. McDowell, if I can. 12 This document is one (1) of the very first documents my 13 client gave to the Inquiry long before it ever had 14 standing, or applied for standing. 15 My very first meeting with Mr. McDowell, 16 we produced this and many other documents on the 17 condition that there would be a discussion about to what 18 extent it would be redacted. 19 So I didn't know, Your Honour, that this 20 was going to be on the exhibit list today. I'm not sure 21 whether that's my mistake or not, although it appears 22 your counsel was also mistaken. And it raises some 23 significant concerns. 24 COMMISSIONER DOUGLAS CUNNINGHAM: Was it 25 agreed, Ms. Rothstein, that there would be discussion
1985 1 about this document if it was going to be tendered, and 2 that there -- there might be some redactions? 3 MS. LINDA ROTHSTEIN: Correct. 4 COMMISSIONER DOUGLAS CUNNINGHAM: And 5 have those discussions taken place? 6 MS. LINDA ROTHSTEIN: No, because I 7 didn't know this was going to be an -- an exhibit today, 8 and I certainly didn't foresee that Mr. Lax would be 9 using this to cross-examine Mr. McCallion. 10 COMMISSIONER DOUGLAS CUNNINGHAM: And, 11 Mr. McDowell, does that fairly summarize the -- 12 MR. WILLIAM MCDOWELL: It is although, as 13 I say, we've been overtaken to some -- to some extent, 14 but we know Mr. Bisceglia is a shareholder, we know Mr. 15 Di Poce is. I mean, I'm happy to have the discussion, 16 but I think at this -- 17 MS. LINDA ROTHSTEIN: And there's no 18 problem with that. That's in the public record, and I 19 don't have -- Mr. Bisceglia and Mr. -- 20 COMMISSIONER DOUGLAS CUNNINGHAM: And all 21 we know now is that Mr. Lax is asking about certain of 22 these people, including Mr. Di Poce -- 23 MS. LINDA ROTHSTEIN: Right. 24 COMMISSIONER DOUGLAS CUNNINGHAM: -- who 25 we've already heard about. 1986 1 MS. LINDA ROTHSTEIN: I have no trouble 2 with that, but there's others on the list, and my concern 3 is about him going through the document, as I anticipated 4 was his purpose, for the purpose of determining who all 5 these companies were. 6 And if there is anyone that needs to be 7 asked about that, if that does become a matter of 8 relevance, my client will be testifying and he will be 9 able to answer those questions. 10 MR. WILLIAM MCDOWELL: Okay. To be 11 clear, this one has not yet been marked, and we've killed 12 the media switch, so it's not going off into the -- into 13 the ether, but maybe Mr. Lax can get around to -- 14 COMMISSIONER DOUGLAS CUNNINGHAM: Mr. 15 Lax, if there has been an undertaking given to -- 16 MR. CLIFFORD LAX: I wasn't aware of -- 17 COMMISSIONER DOUGLAS CUNNINGHAM: -- 18 discuss -- 19 MR. CLIFFORD LAX: I wasn't aware of it, 20 of course. 21 COMMISSIONER DOUGLAS CUNNINGHAM: No, but 22 if there had -- if there were discussions, I think in 23 fairness those discussions might go on after you -- 24 because we're not going to get finished today. You're 25 not going to get finished with Mr. -- 1987 1 MR. CLIFFORD LAX: No. 2 COMMISSIONER DOUGLAS CUNNINGHAM: -- 3 McCallion this afternoon. Now, I'm just wondering -- 4 MR. CLIFFORD LAX: We can deal with it in 5 the morning. I'll be happy to -- to abide by the outcome 6 of whatever those discussions are. 7 COMMISSIONER DOUGLAS CUNNINGHAM: Yes. 8 And then perhaps move on to something else now, and come 9 back to that if it's determined that that's something 10 that can be done. 11 12 CONTINUED BY MR. CLIFFORD LAX: 13 Q: Yeah. If I could just move on then 14 to Exhibit 195, which has been discussed already in the 15 evidence. 16 Mr. McCallion, this is the very partial 17 listing of receipts and disbursements during the limited 18 period from September 1st, 2006, to August 21st, 2007. 19 So we don't know what happened before or after. 20 A: Okay. 21 Q: All right. Excuse me. And so what 22 we do see as your counsel took you to -- if you look at 23 January the 12th, we see the initial deposit from Mr. 24 Couprie of two hundred and fifty-five thousand dollars 25 ($255,000) on January the 12th, 2006. 1988 1 A: That would be 2007. 2 Q: 2007, sorry, yes. And then going 3 down to March the 7th, we see an initial deposit from you 4 of thirty thousand dollars ($30,000)? 5 A: Correct. 6 Q: And then on March the 16th -- we'll 7 come back to this in a moment. 8 But on March the 16th and on March the 9 30th, we see two (2) cheques of a thousand dollars 10 ($1,000) going out to you for consulting. 11 A: Correct. 12 Q: I take it that you were to be paid 13 two thousand dollars ($2,000) a month as a consulting 14 fee? 15 A: No. 16 Q: Well, if we go down to the last entry 17 of June 28th, not having received any fees in the months 18 of April, May and June, we see a further payment to you 19 of six thousand dollars ($6,000). It appears that you're 20 catching up for the three (3) prior months at two 21 thousand dollars ($2,000) a month. 22 A: That is incorrect. 23 Q: All right. So is it a pure 24 happenstance then that in March you were paid consulting 25 fees of two thousand dollars ($2,000), and in June you 1989 1 received six thousand dollars ($6,000), which just 2 appears to be the equivalent of two thousand dollars 3 ($2,000) a month? 4 A: It appears. 5 Q: All right. And what was the 6 rationale then for the two (2) cheques of a thousand 7 dollars ($1,000), and what was the rationale for the 8 cheque for six thousand dollars ($6,000)? 9 A: Living expenses. 10 Q: Was there a consulting agreement that 11 provided how you were to be paid? 12 A: None. 13 Q: So let me understand. Would you just 14 walk into Mr. Couprie, you'd say, I need a cheque for six 15 thousand dollars ($6,000)? 16 A: Basically. 17 Q: And because you owned 80 percent of 18 the company, he gave it to you? 19 A: No, he had the cheques. 20 Q: And did he ever say no? 21 A: No. 22 Q: And then going back then to your -- 23 to the listing, on March the 28th, Mr. Couprie puts in a 24 further one hundred thousand dollars ($100,000) to make 25 his total investment now three-fifty-five (355)? 1990 1 A: Correct. 2 Q: And on April the 5th a cheque is cut 3 to Mr. Couprie but apparently charged to you for two 4 thousand three hundred and ten dollars and thirty cents 5 ($2,310.30). 6 Why were you being charged with expenses 7 that were being actually paid to Couprie? 8 A: We were going on a trip, and that was 9 the cost of the trip. 10 Q: I'm sorry, "we were going on a trip." 11 You and Mr. Couprie were going on a trip? 12 A: Correct. 13 Q: Couprie was going to pay for it? 14 A: Well, he paid through -- for it from 15 the money from -- that I had put into WCD. 16 Q: You'll have to take it a little 17 slowly, because I didn't understand that answer. 18 A: The two thousand three hundred and 19 ten dollars and thirty cents ($2,310.30) was the cost of 20 a trip. 21 Q: Right. And Couprie paid for it, and 22 you repaid Couprie, and it was charged to your account? 23 A: No, the money I had put into the 24 company, he used to pay for the trip. 25 Q: Why was it the money that you put 1991 1 into the company? Why wasn't it the money that he put 2 into the company? 3 A: Because it was my trip. 4 Q: He -- he had already put in three 5 hundred and fifty-five thousand dollars ($355,000) at 6 that stage. 7 A: Well, that's got nothing to do with 8 the trip. 9 Q: I see. And so where is your money 10 then that you talk about that you put in that's going to 11 be used to pay for the trip? 12 A: That's it there. 13 Q: Where? 14 A: The two thousand three hundred and 15 ten dollars and thirty cents ($2,310.30). 16 Q: No, that's a charge not a credit. 17 A: Well, I didn't put it in. 18 Q: That's a che -- that's a payment 19 going to Mr. Couprie. 20 A: To pay for the trip. 21 Q: All right. And so did you put in the 22 equivalent amount of money to -- to make the company 23 whole? Where -- where was this -- this money is coming 24 out of the company's bank account. 25 Why was it being charged to your account? 1992 1 A: Because I put in thirty thousand 2 (30,000). 3 Q: I see. All right. 4 On May 24th you put in another seventy- 5 three thousand five hundred dollars ($73,500). You told 6 Mr. Gover that that money came from commissions that were 7 owing to you on the sale of homes from De Zen Realty or 8 De Zen Construction? 9 A: Yes. 10 Q: Let me just understand that question. 11 Real -- realty commissions owing to you are not cash. 12 Did you go and borrow against commissions that were owing 13 to you, or were they paid to you? 14 A: They were paid. 15 Q: All right. So, I take it then, that 16 there would be a record of a commission payment to you 17 sometime in 2007; there would be at least seventy-three 18 thousand five hundred dollars ($73,500) from De Zen 19 Construction? 20 A: Correct. 21 Q: You, in turn, took that che -- that 22 money and paid it over to the company? 23 A: Correct. 24 Q: And then we turn to July the 30th, 25 and you put in fifty thousand dollars ($50,000), and 1993 1 that's the money that you borrowed from TACC? 2 A: Correct. 3 Q: Now, July 30th is the day before Mr. 4 Couprie and Landplex -- or Mr. Couprie, at least -- comes 5 in to WS -- WCD, because we look at Exhibit 197, there's 6 a Shareholders' Agreement with Couprie on August the 1st, 7 2007. 8 A: Yes. 9 Q: My question is this: you told us that 10 Mr. Couprie was coming in -- I'm sorry, Mr. -- I keep -- 11 Mr. DeCicco was coming into the company to lead the 12 company and to be a financial resource for the company, 13 correct? 14 A: Correct. 15 Q: Since Mr. DeCicco was expected to be 16 putting in money, why was it that on the day before he 17 comes into the company, that you, Peter McCallion, have 18 to go out and borrow fifty thousand dollars ($50,000) 19 from TACC? 20 A: I wanted to ensure the site plan fee 21 was paid. 22 Q: But you knew that the next day 23 DeCicco, a man with significantly greater resources than 24 you, would be joining the company, and he could easily 25 write that cheque? 1994 1 A: I could, but I didn't know how fast 2 it would happen. 3 Q: Is it possible that the other 4 explanation is that DeCicco said, All right, I'll come in 5 and be your partner, but I want to see you, Peter 6 McCallion, having some skin in this game, and I want to 7 see your investment in this company up by fifty thousand 8 dollars ($50,000)? 9 A: Absolutely not. 10 Q: Now, when you borrowed the fifty 11 thousand (50,000), or when you guaranteed the debt of -- 12 of World Class Developments, personally, you knew that 13 you did not have the wherewithal to order that guarantee 14 if demand was made on it? 15 A: Correct. 16 Q: And was that an open secret between 17 you and Mr. Silvio de Gasperis of the TACC group? Did he 18 know that too? 19 A: Not that I was aware of. 20 Q: He believed you had resources? 21 A: Yes. 22 Q: Did he ask you for any evidence to 23 support that belief? 24 A: No. 25 Q: When he extended the loan to World 1995 1 Class Developments Limited, did he ask for a financial 2 statement for World Class Developments Limited, as to its 3 ability to repay the fifty thousand dollar ($50,000) 4 loan? 5 A: No, he did not. 6 Q: Did he know that the next day, that 7 Mr. DeCicco would be stepping into the company as the 8 majority owner? 9 A: No, he did not. 10 11 (BRIEF PAUSE) 12 13 MR. CLIFFORD LAX: Just a moment, sir; I 14 may have just one (1) more question, then I'll sit down 15 for today. 16 17 (BRIEF PAUSE) 18 19 CONTINUED BY MR. CLIFFORD LAX: 20 Q: Now, I just want to ask you a couple 21 of other questions. This morning, Mr. Gover asked you 22 about licensing difficulties you had in maintaining your 23 registration as a real estate agent in the Province of 24 Ontario. 25 You told us that your licence was 1996 1 suspended on two (2) occasions? 2 A: Correct. 3 Q: Correct? 4 A: Yes. 5 Q: The first was because of a failure to 6 comply with the continuing education -- 7 A: Correct. 8 Q: -- requirements? How long was your 9 licence suspended for on that occasion? 10 A: I think two (2) or three (3) months. 11 It took me two (2) or three (3) months to do the courses. 12 Q: And do you know when that was? 13 A: 2007. 14 Q: And then the next year, was it, 2008, 15 that your licence was suspended for non-payment of the 16 insurance -- 17 A: No, it was 2009. 18 Q: 2009. And how long was your licence 19 suspended on that occasion for? 20 A: From September 'til January -- or 21 March. Sorry, March. 22 Q: So that's a longer suspension, six 23 (6) -- 24 A: Correct. 25 Q: -- six (6) months or so? 1997 1 A: Whatever. 2 Q: And on either occasion, was your 3 employment as an agent terminated by the brokerage 4 company for whom you worked? 5 A: Terminated? I couldn't work. 6 Q: Was your relationship as an agent for 7 the broker terminated on either of those two occasions? 8 A: Not that I was aware of. No. 9 Q: Did you go back to work for the same 10 brokerage firm after the six (6) month suspension? 11 A: Yes. 12 Q: And who was that? 13 A: Storemont Associates (phonetic). 14 Q: And that's who you'd been working for 15 before? 16 A: Yes. 17 Q: And on the pri -- on the first 18 occasion, when there was the shorter suspension, who 19 would you have been employed with at that -- 20 A: I believe I was with Royal LePage. 21 Q: And did you go back to work with them 22 after? 23 A: No. I went to Storemont. 24 Q: And was the fact that you went to 25 Storemont in any way related to a decision of Royal 1998 1 LePage that they didn't want you back? 2 A: No. 3 Q: I'll have more questions in the 4 morning -- more questions in the morning, Your Honour. 5 COMMISSIONER DOUGLAS CUNNINGHAM: All 6 right. Thank you. 7 MR. CLIFFORD LAX: Mr. -- I do have -- 8 we've prepared a chronology of -- of where -- where we're 9 going with the documents, which we're -- propose to hand 10 out to any counsel who wants it, to the Commission. It 11 might save you some note-taking time. 12 COMMISSIONER DOUGLAS CUNNINGHAM: Help 13 me. 14 MR. CLIFFORD LAX: And -- 15 COMMISSIONER DOUGLAS CUNNINGHAM: Anybody 16 object to that? 17 UNIDENTIFIED SPEAKER: No. 18 COMMISSIONER DOUGLAS CUNNINGHAM: All 19 right. 20 MR. CLIFFORD LAX: All right. 21 COMMISSIONER DOUGLAS CUNNINGHAM: You 22 want to pass these up? 23 MR. CLIFFORD LAX: So we'll -- I'll have 24 -- we'll hand it up to you -- 25 COMMISSIONER DOUGLAS CUNNINGHAM: 1999 1 Tomorrow would be fine. 2 MR. CLIFFORD LAX: -- tomorrow. 3 MR. WILLIAM MCDOWELL: Now, Mr. Gover 4 wishes to address you. 5 COMMISSIONER DOUGLAS CUNNINGHAM: Yes, Mr. 6 Gover? 7 MR. BRIAN GOVER: Yes. Thank you, Mr. 8 Commissioner. And, Mr. Commissioner, I do have 9 submissions concerning the scope of questioning by the 10 City's counsel. And let me elaborate on that very 11 briefly. 12 MR. WILLIAM MCDOWELL: I think it might 13 be better if we excuse the witness for this. 14 COMMISSIONER DOUGLAS CUNNINGHAM: Yes. I 15 think you're finished for the day, Mr. McCallion, unless 16 Ms. Rothstein wanted to ask some questions at this point. 17 MS. LINDA ROTHSTEIN: I'm in your 18 counsel's hands. 19 COMMISSIONER DOUGLAS CUNNINGHAM: Or do 20 you wish to wait till -- until the end? Sorry? 21 MS. LINDA ROTHSTEIN: I -- I'm in your 22 counsel's hands. 23 MR. BRIAN GOVER: In -- in the morning 24 will be fine. 25 COMMISSIONER DOUGLAS CUNNINGHAM: All 2000 1 right. Mr. McCallion, thank you very much. 2 THE WITNESS: Okay. 3 COMMISSIONER DOUGLAS CUNNINGHAM: You may 4 leave. 5 6 (WITNESS RETIRES) 7 8 COMMISSIONER DOUGLAS CUNNINGHAM: All 9 right. Mr. Gover...? 10 MR. BRIAN GOVER: Thank you, Mr. 11 Commissioner. I'm aware of the hour, and I will be 12 brief. Of course, Mr. Lax acts for the Corporation of 13 the City of Mississauga, and he's allowed to ask 14 questions in this Inquiry to the extent of the interest 15 of the Corporation of the City of Mississauga. Your 16 rules reflect that, of course, and I'm referring to Rule 17 32(b) which provides: 18 "That people with standing will have an 19 opportunity to cross-examine the 20 witness to the extent of their 21 interest." 22 Now, in my submission, we need to be 23 mindful -- although I've given some latitude to Mr. Lax 24 thus far, to the question of how a municipality's 25 interest is implicated, or could be implicated, in an 2001 1 inquiry such as this. 2 And clearly, if its conduct, or the 3 conduct of one of its elected officials or non-elected 4 officials has been called into question by a witness, or 5 the appropriateness of its process, in some respect, is 6 called into question, then its interest is engaged. 7 When we consider the process of a public 8 inquiry, of course, the Commissioner and Commission 9 counsel are required to ensure the fairness of what is, 10 after all, an inquisitorial process. 11 And of course, we're guided by comments 12 such as Mr. Justice Cory's comment in the Krever 13 Commission, and also Justice Binnie in Consortium 14 Developments, which was a case dealing with a municipal 15 public inquiry. 16 And that, of course, has implications for 17 how the Commissioner conducts the inquiry, and it's 18 accepted that Commission counsel's role is as the 19 guardian of the public interest. 20 Now, unlike most public inquiries, this 21 particular one has an obvious political dimension. We 22 know that a divided council has passed the resolution, 23 creating it. 24 However, once created, an inquiry under 25 the Municipal Act is like any other public inquiry. The 2002 1 City, though, I recognize is undoubtedly an important 2 party, but its counsel must not usurp the role of 3 Commission counsel, and counsel for the municipality is 4 constrained to examine witnesses to the extent of its 5 interest, as Rule 32 provides. 6 Now, in my submission, what you've just 7 heard about what was disclosed to Mr. de Gasperis, or 8 what may have been disclosed to him or may not have been 9 disclosed to him, and about employment arrangements as a 10 real estate agent in those periods in question, rightly 11 causes one to question whether this is an example of 12 cross-examining the witness to the extent of the City's 13 interest. 14 And, in my submission, we must take into 15 account that while questions such as this may have been 16 properly within the ambit of Commission counsel, 17 Commission counsel chose not to ask those questions. 18 And, now, for Mr. Lax to ask them, in my submission, 19 really amounts to assuming a role that is not 20 contemplated in our law. And, really, Mr. Lax has now 21 sought to assume the role of a special prosecutor. 22 He is not the Kenneth Star of this case 23 and, in my submission, ought to be precluded from asking 24 questions which do not fall within the ambit of Rule 25 32(b), which, after all, reflect our law. 2003 1 So I put Mr. Lax on notice, and I have 2 finished at 4:30, that I will have objections tomorrow 3 whenever, in my submission, questions are asked which 4 don't engage the City's interest, but instead deal with 5 these collateral issues which Commission counsel has seen 6 not -- seen fit not to deal with. 7 Thank you for hearing me out on that, Mr. 8 Commissioner. 9 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 10 you, Mr. Gover. Rather than ask Mr. Lax or Commission 11 counsel to respond now, I think what we'll do is hear any 12 argument. In the event that you object to any line of 13 questioning that Mr. Lax decides to pursue, and I'll hear 14 -- I'll hear from Mr. Lax and perhaps from Commission 15 counsel at that time. 16 MR. BRIAN GOVER: Thank you very much, 17 sir. 18 COMMISSIONER DOUGLAS CUNNINGHAM: Ten 19 o'clock. 20 THE COURT CLERK: Order. All rise, 21 please. This Inquiry stands adjourned for the day. 22 23 --- Upon adjourning at 4:32 p.m. 24 25 2004 1 2 Certified Correct, 3 4 5 6 ________________ 7 Sue Kranz, Ms. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25
Twittering LIVE from the Mississauga Judicial Inquiry… Peter McCallion uses David O’Brien’s “I don’t remember” Defense
July 28th, 2010
Well it had to happen, right? Twitter LIVE from the Mississauga Judicial Inquiry, so why not make an entire Blog out of your Tweets? Here they are as it happened. Please note that I did take the opportunity to clean up any typos. My eyes on an Android screen creates them aplenty.
Twittering LIVE from the Mississauga Judicial Inquiry. Peter McCallion to testify again. about 10 hours ago
And then there were two Tweets from home.
You can find video archives of today’s hearing at Rogers Cable 10 Mississauga.
News reports on today’s Inquiry.
Mississauga News -Joseph Chin
Jul 28, 2010 – 1:34 PM
Testifying for a second day at the Mississauga judicial inquiry, Peter McCallion said he has little recollection of at least half-a-dozen meetings…
July 27th, 2010
UPDATE Wednesday July 28, 2010. I retract what I said in yesterday’s video about feeling sorry for Peter McCallion. My sympathies were both stupid and misplaced.
Video: Peter McCallion endures Mississauga Judicial Inquiry media frenzy photo-op (1:54 sec)
[VIDEO TRANSCRIPT BEGINS]
MISSISSAUGAWATCH (Mississauga Judicial Inquiry pre-hearing photo-op July 27, 2010):
It is Tuesday, July 27, 2010 and look at this. I’m beginning to feel sorry for Peter McCallion. It’s a media frenzy starting, look at this. Look at them all.
And it’s all because of this guy right here. And I’m starting to feel sorry for him.
Look at this.
And if I were him I’d sit passively. Actually I’d wear a balaclava and dress like Black Bloc if I were allowed to.
DAVID CULHAM, former Councillor (Mississauga Judicial Inquiry pre-hearing photo-op July 27, 2010):
When’s enough enough, eh?
MISSISSAUGAWATCH (Mississauga Judicial Inquiry pre-hearing photo-op July 27, 2010):
And just for the record that’s William McDowell. He’s counsel for the Judicial Inquiry.
And uh like the sounds of this one right here. BangBangBangBangBang.
Okay. Anyway and that’s what [sic] Peter McCallion —if I were him I’d just sit there and hate everybody.
Anyway, turning camera off.
[VIDEO TRANSCRIPT ENDS]
The Mississauga Muse
UPDATE July 27, 2010 9:58 pm. Definitely a relevant announcement.
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Three G20 YouTube videos synchronized to show unique insights into the first rioting/torching of Police cars (Bay/King)
July 22nd, 2010
I’ve been examining G20 videos on YouTube with special focus on the first riot at Bay and King that saw two police cruisers torched and two others trashed. I was on the north-west corner (Bank of Montreal side) videotaping non-stop save for a change of batteries at one point. I lucked out and found two other YouTube videos that I synchronized to mine. And what a unique picture I get into what rioters, onlookers, police and even the fire department was doing!
Standing at Bank of Montreal, I got excellent footage of the “Black Bloc” rampage —they even brushed past me.
DAVEGTV videotaping on the south-east corner was closest to the infamous Security Fence and managed to document the arrival of the fire department as I was being led out by police, 180 degrees from where he was.
And on the south-west corner, TUCANTANGO1 managed to record some superb video of police as well as important crowd movement. (I’d wondered where a few people went…)
So how did police conduct themselves when rioters broke and headed down Bay?…
YouTube Video, “G20 Bay/King riot and police cars torched (three YouTube videos SYNCHRONIZED)” 8:17 min
Three videos were synchronized by audio and show three different views of the first Black Bloc (vandals) encounter with police.
- DAVEGTV videotaped on the south-east corner. (male narrator)
- TUCANTANGO1 videotaped on the south-west corner. (Audio suppressed)
- MISSISSAUGAWATCH videotaped on the north-west corner. (female narrator)
Would appreciate comments/insights regarding police action as shown in this composite video.
Next, my composite video should be viewed with krissbacon’s video documenting the same event. I didn’t use it for the composite because the videographers chose to leave during the height of the action heading up Bay Street to Adelaide. However, I encourage readers to view krissbacon’s “G20 Fortress Toronto Burned” if nothing else but for the crowd’s despicable “FUCK THE POLICE” chants at the 8:06 minute in this video.
Really. Please watch the row of police as they cordoned off Bay/Adelaide standing there with flames and smoke coming from doomed cruiser TAV 56 in the background. Listen to every “FUCK THE POLICE” the crowd serves up to these officers!
And last, to anyone who yelled “FUCK THE POLICE” at Bay and Adelaide in this footage…
YouTube Video, “G20 Fortress Toronto Burned ” 8:56 min
The Mississauga Muse
UPDATE July 22, 2010 11:52 pm: Original video, “G20 Bay/King riot and police cars torched (three YouTube videos SYNCHRONIZED)” replaced because of a typo.
YouTuber catches G20 graffiti-taggers in the act and remarkable raw videos of Bay/King torching of police cars surface
July 18th, 2010
The Power of YouTube, what can I say? I just found video of the guy spraying “CULTURE OF DEATH” on the Bank of Montreal windows at Bay and King (June 26, 2010).
But if a picture’s worth a thousand words, then check out the remarkable 8 seconds of video by speedstriker. It shows two youth applying graffiti to the Bank of Montreal at Bay and King just before the rioters torched the police cruisers. The sprayer with the orange paint is not just responsible for “CULTURE OF DEATH” but likely also “MAKE THE RICH PAY”, “CAPITAL KILLS”, “OPPRESOR” [sic] on police cruiser “TAV59” as well as “EXPROPRIATION”.
MISSISSAUGAWATCH video confirms that the tagger in the background was in the act of writing, “POWER 4 PEOPLE”. Given the fine blue marker, it’s an excellent bet that he was also responsible for “FUCK CORP GREED” (on BMO soccer ball at left) and also the guy who wrote, “FUCK SECURITY CULTURE” on the hood of police cruiser, “TAV58”.
YouTube Video, “G20 Toronto Protest Report: Spray Paint – Culture of Death ” 0:08 min
By far my best YouTube find was davegtv who posted three raw videos online. davegtv managed to document the Bay/King intersection before the rioters arrived as well as continued to videotape long after police forced me out at the opposite side of the street. What this means is that davegtv just might have the most complete raw footage of what happened at Bay and King —period.
What is especially fascinating in reviewing davegtv footage is to examine the police response. davegtv caught superb footage of police actions south of Bay/King as well as east. My video filled in the gap documenting police and horses west of the intersection. A complete picture!
We’re now in the process of sychronizing davegtv’s footage with our own. Very easy to do.
“G20 police cars set on fire – Raw – 1/3 ” at: www.youtube.com/watch?v=WjOMYlsVNCo
“G20 police cars set on fire – Raw – 2/3” at: www.youtube.com/watch?v=oMbWTc4pmUo and
“G20 police cars set on fire – Raw – 3/3 “ www.youtube.com/watch?v=t3jfJ8x695g
Last, I want to leave you with one more video. Videotaped by MrJw74 and called, “G20 Police Show Restraint with Protester” it’s another must-view. Truly remarkable —especially when you can see in the background that Toronto firefighters are dousing what’s left of two police cars that rioters had set on fire…
Video shows one police officer gently pulling back a colleague who’s holding a baton, perhaps in his view a bit too close to the protester. As of July 18, 2010 at 2:54 pm MrJw74’s video has only gotten 368 views vs the tens of thousands hits of videos showing violence and confrontation. So it goes.
YouTube Video, “G20 Toronto Protest Report: Spray Paint – Culture of Death ” 0:08 min
The Mississauga Muse
G20 Report on Security Guards –the Comedy (and why all the police at University vs. one car and two officers at Bay?)
July 16th, 2010
Yes, another G20 video complete with transcript. The pigeon’s my favourite part.
YouTube Video, “G20 SECURITY GUARDS inaction. (Plus one highly suspicious pigeon…)” 3:11 min
[VIDEO TRANSCRIPT BEGINS]
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards!):
Just going to walk over here and check this guy out too. Because I have a feeling that these people are Security. And they you got to watch out for. Yeah. That’s Security.
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards!):
And, that’s Security. Is that Security? No, that looks like Police, that’s okay. And we got video surveillance up there. Yah, I don’t think that was installed for the day. Anyway, we’ll just keep going.
[DIP TO WHITE]
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and finds an INTERCON SECURITY car,):
Oh yeah. That makes me feel secure. They can’t be part of the G20. Intercon Security?!
[CUT AND ZOOM]
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and finds she’s not sure what):
Not sure if that’s a security guard or not. A lot of white guys though, I can tell you that.
[DIP TO WHITE]
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and finds an SECURITAS car zooming by):
Oh yeah. We’ll all be safe with those…
[DIP TO WHITE]
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and finds another security guard):
A security guard. I think every security guard at every building is coming out. There he is right there. Come on buddy, take a picture of me, go ahead, that’s it, you do that.
SECURITY GUARD (June 26, 2010 somewhere in Toronto, and standing somewhere behind):
Ma’am. Ma’am! Get on the sidewalk?
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and turns to talk to the security guard behind her):
SECURITY GUARD (June 26, 2010 somewhere in Toronto, and standing behind):
Want to do your filming on the sidewalk?
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and responds to the security guard behind her):
SECURITY GUARD (June 26, 2010 somewhere in Toronto, and standing behind):
Thank you very much.
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and turns camera to the security guard behind her):
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto, as she tries to find the G20 Security Guards and turns camera to the security guards across the street):
There they are right now taking pictures of me. There we go. Go ahead. And we got that one over there doin’ it too.
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto in the same location only now a pigeon strolls in! MISSISSAUGAWATCH to the pigeon…):
Uh, excuse me, could you show me your identification please? Uh, you’re not allowed to come any further, stop where you are. Don’t get any closer. You’re still getting closer?
MISSISSAUGAWATCH (June 26, 2010 somewhere in Toronto in the same location still demanding the pigeon’s ID as Security Guard strolls up):
I wouldn’t friend. Try Ottawa. It’s quieter right now.
MISSISSAUGAWATCH (June 26, 2010 near University/Richmond as she tries to find the G20 Security Guards but finds only INTERCON SECURITY):
Ho yeah. Fortunately there are police to protect us from the security guards…
MISSISSAUGAWATCH (June 26, 2010 Bay/King with protesters blocked by a whole pile of police in riot gear. Crowd cheering):
These are all police officers. We have Peel Regional Police over here… annnnnd there are security guards. So on the bright side one of the things that I can confirm is that it’s police who have been orchestrating the crowd control here—
[DIP TO WHITE]
A PROTESTER WITH A MEGAPHONE (June 26, 2010 Bay/King with protesters blocked by a whole pile of police in riot gear. Says to the crowd):
You guys are all amazing and strong! Thank you for being peaceful. Thank you for being non-violent.
MISSISSAUGAWATCH (June 26, 2010 Bay/King with protesters blocked by a whole pile of police in riot gear. Crowd cheering):
Actually you can tell when the non-peaceful people were ready to be non-peaceful because they were all wearing masks. And you got this a— [NOTICES SECURITY GUARD TAKE A PICTURE OF ME]
There’s a knob. Told ya. I can recognize them.
A case of police envy right there.
[VIDEO TRANSCRIPT ENDS]
[CROSS FADE TO LOGO]
ON PUTTING ALL THE POLICE IN ONE BASKET…
I’ve been reviewing all my video and there’s something weird I don’t get. Purely by accident I happened to videotape the corner of Bay and King before the torching and trashing. I was surprised to discover that the video shows only one police car and two officers with normal traffic flowing down Bay and past the Bank of Montreal. Yet video shot a few moments later shows University and Richmond heavily fortified with two rows of police in riot gear plus a third row of police horses!
Guess which way Black Bloc came?…
Uncivil Civil Protesters. Or why we won’t be attending any more G20 Civil Liberties rallies (WARNING! HIGHLY OFFENSIVE CONTENT!)
July 14th, 2010
WARNING! LANGUAGE (AND MESSAGE) WILL BE HIGHLY OFFENSIVE TO SOME VIEWERS. (It sure was to me!)”
YouTube Video, “G20 PROTESTERS’ “FUCK POLICE BRUTALITY”, “FUCK CANADA” AND “FASCIST COWARDS” NOT HELPING CAUSE” 3:29 min
I admit that maybe it’s just me. And I admit I support our Police. But I also know that police reviewing police actions during G20 is (almost) as bogus and (almost) as contemptuous of the public as City of Mississauga Corporate Security investigating itself. I support a full independent inquiry into what happened during G20.
That’s why I went to the G20 Canada Day Rally at Queen’s Park and why we marched the following Saturday during the Canadian Civil Liberties, Day of Action Rally.
The problem with these public rallies is that the public shows up. It’s clear that no matter how offensive the protest sign (“MY CANADA INCLUDES THE CHARTER YOU FASCIST COWARDS!”, “FUCK POLICE BRUTALITY”) or how offensive the chant (“FUCK CANADA” during the singing of Oh Canada at the Canada Day Rally) all is accepted under “Freedom of Expression” by rally organizers.
Fact is, if I wanted to make moderate rally participants look like extremist hooligans, I can’t think of a better way than to infiltrate with a highly-offensive, highly-visible sign complete with highly-offensive chants. Were these three protesters real? Or plants to discourage moderate Canadians from joining? I don’t know. But I suspect the former—real protesters.
I was also annoyed by the chant, “HEY HEY! HO HO! BILL BLAIR’S GOT TO GO!” What? The great defenders of the Canadian Charter of Rights calling for a police chief’s resignation before results of any inquiry are in?
Then there was “HEY HEY! HO HO! STEPHEN HARPER HAS GOT TO GO!” Too True! But throughout Sunday I never heard a single “HEY HEY! HO HO!” chant crapping on Dalton (Mr. Secret Law) McGuinty!
By far the worst thing for me was discovering that I had followed someone waving a “FUCK POLICE BRUTALITY” sign to any and all for much of the route.
That’s all I have to say about those rallies. I’m still too indignant and crabby to write about much else.
So. Let’s see what I was doing exactly a year ago today…
Hmmm… Filing a video report opposing The Mississauga Youth Plan at a Maui skateboard park…
That certainly puts things in perspective. The City of Mississauga lying to kids and their parents is far more offensive than a sign saying “FUCK POLICE BRUTALITY!”
The (HEY HEY MISSCORPSEC WHAT DO YOU SAY? HOW MANY YOUTH DID YOU BAN TODAY?) Mississauga Muse
G20 –IN COMES THE ONTARIO OMBUDSMAN! And National Day of Action for Civil Liberties G20 Rally (Queen’s Park Saturday, July 10)
July 9th, 2010
No time for anything but two important developments as they relate to G20. First, because it’s time sensitive, a press release from the The Canadian Civil Liberties Association website.
For a PDF version of this press release, click here.
FOR IMMEDIATE RELEASE:
Day of Action for Civil Liberties on Saturday July 10
Toronto, ON, July 8, 2010 — On Saturday July 10, a Day of Action for Civil Liberties will take place in towns and cities across Canada to demand an independent public inquiry into police conduct during the G20 Summit.. In Toronto, a mass rally and march will take place at Queen’s Park starting at 1pm. CCLA General Counsel Nathalie Des Rosiers will be offering remarks at that time.
More than $1.2 billion was spent on hosting the G20 summit, with a large majority of these funds going towards the development of an unprecedented security apparatus. Prior to the summit, CCLA expressed concern regarding a range of issues, including the use of long-range acoustic devices, the implementation of “designated protest areas” as well as the expanded powers granted to law enforcement authorities.
All security measures must be planned and executed in the context of respect for and protection of individuals’ right to privacy, freedom of peaceful assembly and freedom of expression. Any government actions that restrict these basic human rights must be necessary, minimally intrusive, proportionate, and use the least force possible. In CCLA’s view, these standards were not upheld during the G20, and the summit and police conduct was unfortunately tainted by the violations of civil liberties that occurred. Over its history and again during the G20 Summit, CCLA has always denounced vandalism and acts of violence. However, we believe that the disregard for the constitutional rights of thousands is unacceptable.
CCLA General Counsel Nathalie Des Rosiers is calling on Canadians across the country to participate in this Day of Action for Civil Liberties. “Citizens concerned about the arbitrary detentions and the necessity to protect civil rights and democratic freedoms should come out on Saturday July 10. This is an opportunity to ask for accountability, answers and action in the aftermath of the G20.”
Join the Day of Action for Civil Liberties in towns and cities across Canada on July 10, 2010.
About CCLA: The Canadian Civil Liberties Association is a national organization that was constituted in 1964 to promote respect for and observance of fundamental human rights and civil liberties. Our work, which includes research, public education, and advocacy aims to defend and ensure the protection and full exercise of those rights and liberties.
Canadian Civil Liberties Association
And some very very very good news!
TORONTO (Friday, July 9, 2010) – Ontario Ombudsman André Marin today announced he is launching an investigation into the origin and subsequent communication of the controversial security regulation passed by the province prior to the June 26-27 G20 summit.
The investigation, to be conducted by the Special Ombudsman Response Team (SORT), will examine the involvement of the Ministry of Community Safety and Correctional Services in the origin of Regulation 233/10, made last month under the Public Works Protection Act to apply to parts of downtown Toronto near the summit meeting site – and the subsequent communication about it to stakeholders, including police, media and the public.
The Ombudsman’s office has received 22 complaints relating to the G20, including several alleging that a lack of transparency and public communication about the regulation led to an atmosphere of secrecy and confusion and contributed to violations of civil liberties. “The complaints we’ve received so far raise serious concerns about this regulation and the way it was communicated, and I think there is a very strong public interest in finding out exactly what happened and how that affected the rest of the events of the G20 weekend,” Mr. Marin said.
The investigation is expected to be completed within 90 days, Mr. Marin said. Anyone who has a complaint or relevant information is asked to call 1-800-263-1830 during business hours or complete an online complaint form at www.ombudsman.on.ca .
Aussi disponible en français
Notice to media: Mr. Marin will be available for interviews by telephone today between 11 a.m. and noon only. To arrange to speak to him, please contact:
Director of Communications
The (And hope to see you at tomorrow’s rally!) Mississauga Muse
Also worth showing again. HFand4DTV‘s song is primal and delivers TRUEth for YOUTH! Pure. Raw. Cut-to-the-bone honesty. (If you went to G20, this relentless blast of rage is for you.)
WARNING! LANGUAGE (AND MESSAGE) WILL BE HIGHLY OFFENSIVE TO SOME VIEWERS”
YouTube Video, “G20 TORONTO –ARRESTS/ABUSES Protest Anthem: “WHOSE STREETS? OUR STREETS”” 3:59 min
Mississauga Mayor Hazel McCallion on Poverty and Homelessness, “I believe it is the right of every Canadian to have a roof over their head.”
July 7th, 2010
Have to give Mississauga Mayor Hazel McCallion credit. On the subject of poverty and homelessness, she left no ambiguity at this morning’s Council meeting.
We now turn this Blog over to Hazel McCallion. First the video. Then the transcript.
YouTube Video, “HAZEL MCCALLION on POVERTY and HOMELESSNESS in MISSISSAUGA / PEEL (For the record) ” 3:41 min
MISSISSAUGA MAYOR HAZEL MCCALLION (July 7, 2010 Mississauga Council):
I just want you to know that the Big City Mayor’s Caucus has been promoting a housing strategy with the Federal government for years. And we still don’t have one.
Secondly, when we dealt with the task force on the relationship between the province and the municipalities in regard to getting things off the property tax which we have a number of things off. Welfare will eventually be off. Down the road. Take quite a while. Court security will be off. ODSB is already off. Etc.
It means that we could not get social housing on the agenda. So now a special group has been set up with AMO and the City of Toronto. ‘Cuz City of Toronto under the MOU, is separated. Working together.
But because what the Minister says the reason why it didn’t get on our agenda was because —is a very complicated issue in Ontario. There are so many groups dealing with social housing. It isn’t just Peel Living dealing, there are so many groups that he wanted to get a handle on who is doing what and come up with a coordinated approach.
It’s long overdue. I don’t know how long it’s going to take.
But we at the local level have got to recognize that it’s —I’m not proud as a member of Regional Council or the Mayor of the City of Mississauga to say that there are 21,000 on the waiting list for social housing in Peel.
I think that’s something—
MISSISSAUGAWATCH (July 7, 2010 Mississauga Council applauding whispers):
Good for her.
MISSISSAUGA MAYOR HAZEL MCCALLION (July 7, 2010 Mississauga Council):
—secondly on Saturday when we welcomed the, uh, Sunday night when we welcomed the Queen at the airport, Emil Kolb and I had a chat with Mr. Flaherty, the Minister, saying that unemployment is rising greatly in the Region of Peel.
Emil says that the figures are extremely high.
So now we have a major unemployment situation and we have the social housing needs. That means that there’s going to be more —more demand for social housing. With the unemployment.
So, we’ve got a problem.
And I think we should be spending our taxpayers’ money wisely in regard to try to solve it. I don’t know what the solution is.
Yes, I do know what the solution is. I believe it is the right of every Canadian to have a roof over their head.
MISSISSAUGAWATCH (July 7, 2010 Mississauga Council whispers):
MISSISSAUGA MAYOR HAZEL MCCALLION (July 7, 2010 Mississauga Council):
That means the Federal government must get involved.
MISSISSAUGAWATCH (July 7, 2010 Mississauga Council whispers):
MISSISSAUGA MAYOR HAZEL MCCALLION (July 7, 2010 Mississauga Council):
And unfortunately it was —the Provinces asked to take over social housing. They asked for it. Especially Quebec was the leader of it. The Federal government agreed that it should be transferred to the municipali—to the provinces.
Unfortunately under the Harris government they downloaded it to the municipalities in Ontario only. All other provinces are responsible for social housing. We are the only province where it was downloaded to the municipalities.
So we have an even bigger problem than we have in other parts of Canada.
Thank you for your dedication. You’ve been a leader in this. You haven’t given up and you’re going to win some day, I can tell you. Because we must respond.
Thank you, Edna.
There you have it. There you have it!
The Mississauga Muse
July 5th, 2010
When you listen to the song “Whose Streets, Our Streets”you know that HFand4DTV get it!Their song is primal and delivers TRUEth for YOUTH! Pure. Raw. Cut-to-the-bone honesty. (If you went to G20, this relentless blast of rage is for you.)
Lyrics from the original, “Whose Streets, Our Streets” also cut-and-pasted below with HFand4DTV’s kind permission.
WARNING! LANGUAGE (AND MESSAGE) WILL BE HIGHLY OFFENSIVE TO SOME VIEWERS”
YouTube Video, “G20 TORONTO –ARRESTS/ABUSES Protest Anthem: “WHOSE STREETS? OUR STREETS”” 3:59 min
Official Shoutout to www.Probangers.com for the beat
Uhhh, what the fuck this country come to
We let the select few act like we dumb fools
1.3 bill to control the back talk
Then justify their actions and spending because of Black Bloc
Naw, the people ain’t feelin’ that here
HST, G20, Secret laws all this year
I think it’s time we let them know that their tactics ain’t workin’
No more wool over the eyes of the class of the working
The media only showing what they want us to see
So we have to Press for Truth, where the knowledge is free
Grab your copy of Basics, drop a toonie for Fightback
Papers of the people, it’s our people that right that
This ain’t 86 Fort Pickens, Geronimo
We need to expose the truth 2010 Torontonimo
Abuse of power situations and the torture plenty
So come together and yell fuck G20
“Who’s streets, our streets”
“Who’s streets, our streets”
“Who’s streets, our streets”
We need to take this city back, they don’t treat us as equal
“Who’s streets, our streets”
“Who’s streets, our streets”
“Who’s streets, our streets”
Enough of this bullshit, All Power to the People
They beat up protesters singin’ Oh Canada
Our home and native land but really they no fan of us
They handle us in an attempt to dismantle us
Male cops strip searchin’ women, probably got it on camera
Secret laws passed by Dalton, villainous ways
They increase police presence it’s a military state
Public Works Protection Act is a joke
Empowers cops and rent-a-cops to harass our working class folk
Our city’s cowards roll in mass, rubber bullets and tear gas
But the roots hold the blade of the grass
Catch the metaphor brothers and sisters
Its time to organize And realize that the system dismissed us
My people getting enraged, locked up in a cage,
The hood is just a trap for us
TCHC is a flop, just a front for the cops
No repairs bed bugs in the mattress
Shit it’s grindtime and people ain’t recession proof
We victims of the system brainwashin’ from a youth
They tryna hold us down puttin’ cops in our schools
Can’t pay for textbooks but they can pay a pig or 2
You see the politics are holdin’ us down
There’s no social change when the Lib’rals and PC around
So we need change but where’s the Obama for me
We still got youth in the streets who ain’t got nothing to eat
They bail out the banks and the industry, no power to the people
Even though we can all vote, they never treat us equal
So what do we do when the system is corruption and lies
They give tax cuts to the rich, higher taxes for the little guy
They make cuts to the libraries, centres and schools
And put more pigs in the sty they tryna play us for fools
They tear down the social housing to put up condos
Take out No Frills and Price Chopper, put up a Longos
But this ain’t no surprise history shall repeat it
We need to revolutionize and leave this system defeated
I can’t take this no more, no more carrying on
We go iya to de zion, and fire pon a babylon
UPDATE Tuesday, July 6, 2010. Thought I’d share this video. It compares G20 June 26, 2010 Protest damage and graffiti with Toronto/Bank of Montreal’s clean-up efforts two days later (June 28, 2010).
YouTube Video, “BMO Bank of Montreal G20 Bay and King Street Site Comparative ” 4:22 min
The (There’s no social change with the Lib’rals and PC around) Mississauga Muse
It’s Canada Day! How are YOU going to spend it? The Rally for a Public Inquiry Concerning the Actions at the G20 begins at 5:30 p.m. at Queen’s Park.
July 1st, 2010
Twittered from CP24
Torontonians will again take to the streets on Thursday, demanding an independent inquiry into G20 security tactics. http://bit.ly/daiqlz
Saira Peesker, cp24.com
Riot police clashed with protesters as they made their way through
the downtown core on June 26, 2010. (David Johnson/MetoWe)
After a weekend of G20-related protests tore apart Toronto, citizens will again take to the streets on Thursday, demanding an independent inquiry into the security tactics used during the summit.
The Rally for a Public Inquiry Concerning the Actions at the G20 begins at 5:30 p.m. at Queen’s Park.
Also, I uploaded a new video today. Warning! Rude gesture saluted to the prominent video surveillance camera at Queen’s Park.
YouTube Video, “G20 TORONTO –“FOR WHAT IT’S WORTH” Buffalo Springfield Revisited…” 6:46 min
“G20 TORONTO –“FOR WHAT IT’S WORTH” Buffalo Springfield Revisited…”
Music: “For What It’s Worth” from the DVD “Daylight Again” by
Crosby, Stills & Nash. Live performance filmed in 1983
“For What It’s Worth” was first released by Buffalo Springfield
Forty-three years later,the song is as relevant as ever!
MISSISSAUGAWATCH (G20 Toronto, June 26, 2010) whispering:
I’m here because I want to show what a great job the police are doing. They’ve been very respectful and we’ll see what happens. I just hope everybody stays safe.
There’s something happening here
What it is ain’t exactly clear
There’s a man with a gun over there
Telling me I got to beware
I think it’s time we stop, children, what’s that sound
Everybody look what’s going down
There’s battle lines being drawn again
Nobody’s right if everybody’s wrong again
Young people speaking their minds once again
Getting so much resistance from behind
I think it’s time we stop, hey, what’s that sound
Everybody look what’s going down
What a field-day for the heat
A thousand people standing in the street
Singing song and carrying their sign
They mostly say, hooray for our side
We got to stop, hey, what’s that sound
Everybody look what’s going down
(I hear ya!)
Paranoia strikes deep
Into your life it will creep
It starts when you’re always afraid
(Ain’t that right?..)
You step out of line, the man come
(what does he do?)
And take you down
It’s time we stop, hey, what’s that sound
We got to stop and take a look around.
Hey, what’s that sound
We got to stop and take a look around
We got to stop
Why what’s that sound
Look what’s going
UPDATE: CANADA DAY, Saturday, July 1, 2010 11:08 AM. Just found a YouTube video by DrrZippy using Buffalo Springfield’s original 1967 “For What It’s Worth”. Very much worth watching! Especially the ending!
It’s interesting how two people can take essentially the same song and have to very different interpretations. DrrZippy made dominant and prominent use of Black Bloc police cruiser torching as well as police confrontation footage. (I went the more peaceful route….)
Still. Powerful stuff.
WOW! Got my first comment on “G20 TORONTO –“FOR WHAT IT’S WORTH” Buffalo Springfied Revisited” already.
great video im tired of seeing videos of people being attacked by police. keep up the good work
Looks like I got my point across!
YouTube Video, “Toronto G20 For What It’s Worth.” 3:03 min