Mississauga Judicial Inquiry Transcript – July 27, 2010 (Peter McCallion Day 1 testimony)

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 worldclass@primus.ca; 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

Comments are closed.


Bear