July 31st, 2010
Source: The Mississauga Judicial Inquiry website:
July 27, 2010 Hearing transcript (Peter McCallion Day 1 testimony) at: http://mail.tscript.com/trans/mississauga/jul_27_10/index.htm
1784 1 2 3 4 MISSISSAUGA JUDICIAL INQUIRY 5 6 7 8 9 Before: Associate Chief Mr. Justice J. Douglas 10 Cunningham 11 12 13 14 15 16 17 18 19 HELD AT: 20 Provincial Offence Court 21 Mississauga, Ontario 22 July 27, 2010 23 24 Pages 1784 to 2004 25 1785 1 APPEARANCES 2 William McDowell )Commission Counsel 3 Naomi Loewith ) 4 Yashada Ranganathan ) 5 6 Freya Kristjanson (np) )For Mayor Hazel McCallion 7 Elizabeth McIntrye ) 8 Adrianne Telford (np) ) 9 Pavle Masic ) 10 11 Brian Gover ) For Peter McCallion 12 Luisa Ritacca ) 13 14 Clifford Lax, Q.C. )For City of Mississauga 15 Tracy Wynne ) 16 James Renihan ) 17 David Schwartz (np) ) 18 19 Michael Barrack )For OMERS 20 John Finnigan ) 21 Kim Ferreira (np) ) 22 James Roks (np) ) 23 Alana Shepherd (np) ) 24 Deborah Palter (np) ) 25 Ronald Podolny (np) ) 1786 1 APPEARANCES (Cont'd) 2 Alan Mark (np) )For Enersource 3 Kelly Friedman (np) ) 4 5 Don Jack ) For 156 Square One 6 Adam Goodman ) 7 8 Gerarda Mazza (np) ) For Mr. Leo Couprie 9 10 Michael Cohen (np) ) For Mr. Murray Cook 11 12 Jean-Claude Killey (np) ) For Mr. Tony DeCicco 13 Linda Rothstein ) 14 15 Patrick Eighenberg (np) ) For Mr. Jonathan Toll 16 17 Peter Cavanagh (np) ) For Mr. William Houston 18 19 20 21 22 23 24 25 1787 1 TABLE OF CONTENTS 2 Page No. 3 Exhibit List 1788 4 5 PETER MCCALLION, Sworn 6 Examination-in-chief by Mr. Brian Gover 1792 7 Cross-examination by Mr. Don Jack 1875 8 Cross-examination by Mr. Michael Barrack 1881 9 Cross-examination by Ms. Linda Rothstein 1884 10 Cross-examination by Mr. William McDowell 1889 11 Cross-examination by Mr. Clifford Lax 1973 12 13 Certificate of transcript 2004 14 15 16 17 18 19 20 21 22 23 24 25 1788 1 LIST OF EXHIBITS 2 EXHIBIT NO. DESCRIPTION PAGE NO. 3 187 COM001002761 Form 1CIA Initial Return/ 4 Notice of Change, confirmation of 5 filing dated August 9, 2006 6 189 COM001002004 W.C.D. Loan Agreement 7 between Leo Couprie and World Class 8 Developments Limited dated January 29, 2007 9 190 COM001002778 Declaration of Trust 10 192 COM001002781 World Class purchase from 11 OMERS dated February 2nd, 2007 12 193 COM001002019 Shareholders Agreement 13 dated January 28, 2007 14 194 COM001002005 Termination of Put and 15 Call Agreement dated October 19, 2007 16 195 COM001002001 Financial document dated 17 January 1, 2000 18 196 COM001002820 Promissory note dated 19 July 27, 2007 20 197 COM001002023 Declaration of Trust and 21 Shareholders Agreement dated August 1, 22 2007 23 206 MIS002003162 Affidavit of Peter 24 McCallion dated September 11, 2009 25 1789 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 207 MIS002003175 Affidavit of Peter 4 McCallion dated September 15, 2009 5 212 MIS00101004 - legal document - 6 MIS.001.010.144 (page 141 7 215 MIS020004150 - notes - conversation 8 re WCD settlement 9 234 MIS078001001 - Chronology 10 236 MIS079001009 - telephone records 11 dated November 5, 2007 12 238 MIS079001014 - telephone records 13 dated December 21, 2007 14 242 MIS079001041 - telephone records 15 dated October 9, 2008 16 247 OMR002002852 - email - re: WCD Request 17 to drop hotel conditions 18 249 OMR002002899 - email - fw: World Class 19 Developments - block 29, plan 43M-1010 20 Mississauga 21 257 WCD001002880 - email - WCD discussion 22 with Marilyn Ball dated February 25, 23 2008 24 258 OMR002002891 - email re: Hazel and 25 Oxford dated October 4, 2005 1790 1 LIST OF EXHIBITS (cont'd) 2 Exhibit No. Description Page No. 3 261 OMR001002340 - email - re Hazel and 4 Oxford dated October 4, 2005 5 262 OMR001002335 - email - WCD request to 6 drop hotel conditions dated October 7 24, 2008 8 265 OMR002002871 - email re: WCD - update 9 269 WCD001001260 - email attachment World 10 Class.pdf dated June 09, 2010 11 272 MIS079001007 - telephone records dated 12 October 26, 2007 13 273 OMR001002322 - email - Re: WCD - Tony 14 Dicico call back dated December 2, 2008 15 275 OMR002002558 - memorandum - WCD - update 16 on sale of blocks 9 and 29 at Square One 17 dated December 15, 2008 1955 18 19 20 21 22 23 24 25 1791 1 --- Upon commencing at 10:05 a.m. 2 3 THE COURT CLERK: Order. All rise, 4 please. This Inquiry is now in session. Please be 5 seated. 6 COMMISSIONER DOUGLAS CUNNINGHAM: Good 7 morning. Mr. McDowell...? 8 MR. WILLIAM MCDOWELL: Yes. By agreement 9 with counsel for Mr. McCallion, Mr. McCallion will be 10 examined by Mr. Gover. 11 COMMISSIONER DOUGLAS CUNNINGHAM: Okay. 12 MR. WILLIAM MCDOWELL: And then I think 13 we'll have a bit of a discussion as to who gets the pole 14 position after that, but let's get the examination-in- 15 chief done. 16 COMMISSIONER DOUGLAS CUNNINGHAM: All 17 right. Mr. Gover...? 18 THE COURT CLERK: Do you wish to be sworn 19 or? Do you wish to be sworn? 20 COMMISSIONER DOUGLAS CUNNINGHAM: Has the 21 witness been sworn? 22 MS. LINDA ROTHSTEIN: Not yet, sir. 23 THE COURT CLERK: Do you wish to be sworn 24 on the Bible or make an affirmation? 25 MR. PETER MCCALLION: No, on the Bible. 1792 1 THE COURT CLERK: The Bible. State your 2 name in full. 3 MR. PETER MCCALLION: Peter McCallion. 4 THE COURT CLERK: Spell your last name 5 for the record. 6 MR. PETER MCCALLION: M-C-C-A-L-L-I-O-N. 7 8 PETER MCCALLION, Sworn 9 10 EXAMINATION-IN-CHIEF BY MR. BRIAN GOVER: 11 Q: Good morning, Mr. McCallion. 12 A: Good morning, Mr. Gover. 13 Q: Now I understand, sir, that you're 14 fifty-seven (57) years old; is that correct? 15 A: Yes. 16 Q: You are divorced? 17 A: Yes. 18 Q: You have one (1) daughter who's 19 twenty-one (21) years old; is that right? 20 A: Twenty-one (21), yeah. 21 Q: Now by way of education, I 22 understand, sir, that you completed grade twelve (12); is 23 that right, sir? 24 A: That is correct. 25 Q: Currently, you are employed selling 1793 1 new homes for De Zen Construction in Mississauga; is that 2 correct? 3 A: Mississauga, and we've sold some in 4 Brampton. 5 Q: And can you help me with this, Mr. 6 McCallion? Do you require a real estate licence in order 7 to sell new homes? 8 A: No, you do not. 9 Q: I understand, however, that you are 10 currently registered as a real estate agent; is that 11 correct? 12 A: Correct, yes. 13 Q: And you have held a -- a real estate 14 licence since the mid-1980s; is that correct, sir? 15 A: Yes. 16 Q: I understand that there have been a 17 couple of occasions when your real estate licence has 18 been suspended for one (1) reason or another, is that 19 correct? 20 A: Yes. 21 Q: And I understand that one (1) of 22 those occasions was in January 2007? 23 A: Yeah, based on continuing education. 24 Q: And -- and based on continuing 25 education; what do you mean by that Mr. McCallion? 1794 1 A: Well, every two (2) years you have to 2 complete twenty-four (24) credits. 3 Q: And I take it you'd failed to meet 4 all of those obligations, is that right, sir? 5 A: Yes. Yes. 6 Q: And more recently your licence was 7 suspended for a period of time for non-payment of some 8 sort of fees or insurance, is that right, sir? 9 A: Insurance, yes. 10 Q: And you've said insurance? 11 A: Insurance, yes. 12 Q: Now, in your experience then for 13 approximately twenty-five (25) years in real estate, what 14 type of real estate have you sold? 15 A: Well, in the beginning I sold homes, 16 then I moved into commercial in terms of land, buildings, 17 et cetera. 18 Q: I take it you've acted for purchasers 19 as well? 20 A: Yes. 21 Q: Has your work in the real estate 22 field been focussed in a particular geographical area? 23 A: Not specifically, no. In the GTA. 24 Q: In the Greater Toronto Area, then? 25 A: Correct. 1795 1 Q: Mr. McCallion, you live here in 2 Mississauga, is that right? 3 A: Yes. I grew up here. 4 Q: You've lived here all your life? 5 A: All my life. Streetsville. 6 Q: And I understand, Mr. McCallion, that 7 your parents had a printing and newspaper business in 8 Streetsville; is that correct? 9 A: Yes. I worked there quite a bit. 10 Q: Your father died in 1997? 11 A: Yes. 12 Q: I understand that he'd been ill for 13 some five (5) years, is that right, sir? 14 A: Yeah, with Alzheimer's. 15 Q: Now, we -- we've heard a rumour that 16 your mother is the mayor of Mississauga, Mr. McCallion. 17 A: I've heard the same rumour. 18 Q: I understand that your mother has 19 been involved in municipal politics since you were a 20 teenager. 21 A: Yeah, since high school, that I 22 recall. 23 Q: And that her involvement in municipal 24 politics predates the creation of Mississauga itself; is 25 that right, sir? 1796 1 A: Yes. 2 Q: Now, you've told us that you've been 3 involved in real estate for some twenty-five (25) years 4 or so; do you have a perception as to whether your 5 mother's role as mayor for some thirty (30) years or 6 more, thirty-two (23) I suppose, by my arithmetic, has 7 been a benefit or a detriment to you in your work? 8 A: More so a detriment than a benefit. 9 Q: What do you mean by that, Mr. 10 McCallion? 11 A: Some people don't want to deal with 12 me because of the perception of conflict. 13 Q: Do you perceive -- now, you say, 14 "more so a detriment than a benefit." 15 A: Definitely. 16 Q: What benefit do you see? 17 A: I get to meet a lot of people. 18 Q: I'd like to turn now to land in the 19 city centre of Mississauga, and in particular land in the 20 vicinity of the Square One Shopping Mall and the Living 21 Arts Centre. 22 A: Yes. 23 Q: And I understand that you became 24 aware of parcels of land that you understood were owned 25 by OMERS, or -- or through a subsidiary perhaps. 1797 1 Is that right, sir? 2 A: Yes. 3 Q: And in connection with that land, you 4 understood it was owned by OMERS; do you now, or did you 5 -- you learned along the way that there was a co-owner 6 involved? 7 A: Correct. Afterwards, yes. 8 Q: What was that co-owner, according to 9 your understanding? 10 A: It was a numbered company at the 11 time. 12 Q: Now, returning to Square One Shopping 13 Mall and the Living Arts Centre in what we call downtown 14 Mississauga, were you aware of any initiative, any drive 15 toward a particular type of construction project in that 16 area? 17 A: Well, it was well known -- publically 18 known that the City would like to have a hotel next to 19 the Living Arts Centre. 20 Q: And do you have any understanding as 21 to whether official plans or other plans published by the 22 City of Mississauga envisioned a convention centre and a 23 hotel in that area? 24 A: I believe it was in the official 25 plan. 1798 1 Q: Now, when we talk about the City 2 Centre and the concept of a hotel being built there, 3 first of all, we're talking about two (2) parcels that 4 you understood at the time were owned by OMERS. 5 Had you previously had any interest in 6 developing land in that vicinity for the purposes of 7 building a hotel? 8 A: Not prior to 2002, no. 9 Q: Under -- 10 A: I was aware of the land from previous 11 years before, I believe, when the ownership was under 12 Hammerson. And I believe that there were some prepaid 13 levies on the land. 14 Q: Right. Now, had you had listings for 15 other land in the vicinity in previous years? 16 A: Yes, I had a listing for Johnny 17 Lombardy's 29 acres on the -- in -- inside the City core. 18 Q: And what distance would that have 19 been from the two (2) parcels that we're concerned with 20 now -- 21 A: A couple thousand feet. 22 Q: -- near the Living Arts Centre? 23 A: A couple thousand feet. 24 COMMISSIONER DOUGLAS CUNNINGHAM: What 25 does that mean, 2,000 feet away? 1799 1 THE WITNESS: Roughly, yes. That's a 2 guesstimate. 3 4 CONTINUED BY MR. BRIAN GOVER: 5 Q: All right. And how much land did Mr. 6 Lombardy own? 7 A: I think it was 29.5 acres, actually. 8 Q: And -- 9 A: Fronting on Burnhamthorpe up to 10 Rathburn. 11 Q: Can you tell us what your involvement 12 was there? 13 A: Well, I had it actively for sale for 14 quite some time. I also represented Mr. Lombardy on the 15 City Centre Marketing Alliance, which was put together by 16 the City of Mississauga to promote the City core. 17 Q: What period are we speaking of now, 18 when you had this listing of land in that vicinity for 19 Mr. Lombardy and you represented him on the Alliance? 20 A: It'd be the early '90s, late '80s, 21 early '90s. 22 Q: What did you understand to be the 23 benefits, if any, of having a hotel and convention centre 24 in the -- the City core? 25 A: Well, it's instrumental to helping 1800 1 with the Living Arts Centre and vice versa. It works 2 both ways, for the hotel, as well as the Living Arts 3 Centre. 4 Q: Now, Mr. McCallion, the Inquiry has 5 already heard of a corporation referred to as World Class 6 Developments. 7 A: Yes. 8 Q: And we understand you had a role in 9 incorporating that company. 10 A: Yes, I did. 11 Q: Now, before we go there, let's deal 12 with some background. You've told us that you were aware 13 of this land that you understood was owned by OMERS. 14 A: Yes. 15 Q: And that you were aware of the -- the 16 City's plan, if I can call it that, for construction of a 17 hotel and convention centre in the area; is that right, 18 sir? 19 A: Yes. 20 Q: Now, apart from what you've told us 21 about a previous listing that you had for Mr. Lombardy, 22 how did you become involved in the concept of building a 23 hotel and convention centre in the City Centre -- in -- 24 on the OMERS land? 25 A: On that land -- 1801 1 Q: We'll start at the beginning, if we 2 can. 3 A: Yes. Well, a Chinese businessman, 4 Mr. Lee Shim, came to me and said he was interested in 5 building a hotel with condos -- 6 Q: Let's stop -- 7 A: -- in the City core. 8 Q: Thank you. Let's stop there. When 9 was that, sir? 10 A: That would be 2002. 11 Q: Now, Mr. Shim, you've told us, was 12 interested in building a hotel and convention centre in 13 the City Centre; is that right? 14 A: Correct. 15 Q: Did you understand that Mr. Shim 16 intended to do this alone or with others? 17 A: No, he had business partners in 18 China. 19 Q: Did you take any steps in light of 20 this expression of interest by Mr. Shim? 21 A: I put a little bit of a presentation 22 together and flew over with him to China to meet his 23 partners. 24 Q: And did that meeting take place? 25 A: Yes. It lasted about five (5) 1802 1 minutes. 2 Q: Do you remember how many of the 3 people you met with there? 4 A: I don't remember all their names, but 5 there was probably four (4) or five (5). There was one 6 (1) specific man that I did meet several times, called 7 the Marble King. 8 Q: Well, I take it that was a nickname? 9 A: Yeah. 10 Q: And maybe you could tell us how he 11 acquired that nickname. 12 A: Well, I believe that he owned at the 13 time about 80 percent of the marble market in China. 14 He's passed away since. 15 Q: So, Mr. McCallion, you made this 16 presentation in China to these would be investors; did 17 anything come of that, sir? 18 A: No, nothing came of it. 19 Q: By the way, you said you were 20 approached by Mr. Shim in 2002; when did the presentation 21 take place? 22 A: It was in December of 2002. 23 Q: Now, after December 2002, what was 24 the next step in your involvement in this concept of 25 building a hotel and convention centre on the OMERS' 1803 1 land? 2 A: Well, nothing happened for at least 3 two (2) years, to four (4) yea -- two (2) to -- two (2) 4 to three (3) years nothing happened. 5 Q: Right. And at the end of that two 6 (2) to three (3) years, what happened then, Mr. 7 McCallion? 8 A: Well, I was approached by someone 9 else who knew some Korean investors looking to invest in 10 Canada: a Mr. Gary Acheson. 11 Q: So then Mr. Acheson approached you? 12 A: Yes, I knew him from a friend. 13 Q: And was it explained to you who these 14 investors were? 15 A: They were from Korea, fairly wealthy. 16 He did give me the name; I've since forgotten it. And 17 they wanted to invest in Canada. 18 Q: Now you told us you made a 19 presentation to Mr. Shim two (2) or three (3) years 20 earlier; did you make a presentation to this group? 21 A: Not specifically. I took it to a 22 couple of developers, hoping that they would be able to 23 put something together. Only one (1) of them did: Mr. 24 Moldenhauer. 25 Q: And that's M-O-L-D-E-N-H-A-U-E-R, is 1804 1 that correct? 2 A: No. I've forgotten how to spell it 3 right now. 4 Q: Fair enough. 5 A: And he put a package together, but, 6 you know, two (2) pages, and we sent it off. They were 7 not impressed and they came back to me and said, You put 8 a development team together and we'll finance it. 9 Q: Now, first of all, you mentioned you 10 -- you approached two (2) developers, one (1) of whom was 11 Mr. Moldenhauer? 12 A: Yes. 13 Q: What's his first name, sir? 14 A: Michael. 15 Q: And had Mr. Moldenhauer had any 16 experience in development in Mississauga? 17 A: Yes. 18 Q: How much experience? 19 A: He has a few projects. 20 Q: So the word came back that they 21 proposal wasn't acceptable to this group; is that 22 correct? 23 A: Correct. 24 Q: And then that you should put together 25 your own group, is that right?
1805 1 A: Correct. Or a development team. 2 Q: Was there any indication as to how 3 this would be financed? 4 A: With their money. 5 Q: And we know from the time of 6 incorporation of World Class Development, which was 7 February 22nd, 2005, according to Exhibit 187, that it's 8 right in that period when World Class Developments was 9 incorporated? 10 A: Correct. 11 Q: Now, what role did you have in the 12 incorporation of the company? 13 A: I just called the lawyers and had 14 them incorporate it. 15 Q: Now, by this time, did you have an 16 understanding that any other company, or anyone else had 17 an interest in the OMERS land? 18 A: I don't believe anybody had an 19 interest. 20 Q: So then there was a -- a name change 21 in World Class Developments. I understand it began as 22 World Class Developments Inc., and there was a name 23 change to World Class Developments Limited in August 24 2006. 25 A: Yeah, that was based on a printing 1806 1 error. 2 Q: What kind of printing error? 3 A: Well, letterhead and business cards 4 had World Class Developments Limited on it instead of 5 Inc., so we had to change it. 6 Q: Right. So it was cheaper to change 7 -- 8 A: It's cheaper to -- 9 Q: -- the name of the company than 10 change the -- 11 A: Printing. 12 Q: -- stationery. Fair enough. 13 Now, then in putting together a team, what 14 type of people, what types of expertise, were you looking 15 for? 16 A: Well, first, I was looking for 17 someone that had done some development, hotel, potential 18 development as well, and financial. And Leo Couprie was 19 financial, and I chose Murray Cook because of his 20 experience in hotel and development, high-rise as well. 21 Q: And we're going to come back to those 22 individuals in a few moments. And what experience did 23 you bring to World Class Developments, Mr. McCallion? 24 A: I was strictly a real estate agent. 25 Q: What did you expect to gain in 1807 1 putting World Class Developments together and finalizing 2 a deal in relation to this land? 3 A: Potentially in the long-term, the 4 sale of the condos, because there -- there was twenty- 5 five hundred (2500) condos. Initially, it was hoping to 6 get a commission on the sale of the land, but in the end 7 it was apparent OMERS was not willing to pay. 8 Q: And as we'll see in the course of 9 your evidence today, you appear to have put some of your 10 own funds into World Class Developments; is that right, 11 sir? 12 A: Yes. 13 Q: And why did you -- we'll come to this 14 in greater detail, but why -- 15 A: Yes. 16 Q: -- did you do that if you were -- 17 A: Well -- 18 Q: -- a real estate agent hoping to 19 realize income on commissions? 20 A: -- at the point where I did put it 21 in, it was -- the company was running out of money and 22 had obligations that it had to meet. And in order to 23 keep the deal alive, I saw fit that I had to put some 24 money in to keep it alive until we found a financier. 25 Q: Have you ever done that before in a 1808 1 real estate deal? 2 A: I have loaned some money for deposit 3 money before, yes. 4 Q: Now, let's return now, then, to those 5 who you involved in WCD, or World Class Developments. 6 And first of all I'll ask you about Leo Couprie. 7 How do you know Mr. Couprie? 8 A: I actually met him on that trip to 9 China. He was a friend of Mr. Shim. 10 Q: So you're talking about the trip to 11 China in 2002? 12 A: In 2002, and we became friends. 13 Q: What business was Mr. Couprie in, 14 let's say, in 2005 and 2006? 15 A: He's in the import/export of seafood 16 as well as, you know, meat; import/export of food for 17 restaurants and whatnot. 18 Q: Do you have some understanding as to 19 what resources he has at his disposal? 20 A: He's comfortably well off and has 21 some spare cash, to my understanding. 22 Q: So you approached him to invest in 23 the project; is -- 24 A: Yes -- 25 Q: -- that right? 1809 1 A: -- I did. 2 Q: And did he agree to do that? 3 A: Yes, he did. 4 Q: And specifically, what was he 5 providing? What was the purpose -- 6 A: He was -- 7 Q: -- of his investment? 8 A: -- primarily providing deposit money. 9 Q: Can you explain that? Deposit money 10 for what? 11 A: Oh, for the purchase of the land, 12 seven hundred and fifty thousand (750,000). 13 Q: Perhaps we could go to Exhibit 189 14 now, please. And I'm showing you this document, it's 15 Exhibit 189 in these proceedings. 16 And it's a WCD -- World Class Developments 17 Limited Loan Agreement between Leo Couprie and World 18 Class Developments Limited. It's dated January 29, 2007. 19 Do you see that, sir? 20 A: Yes. 21 Q: And it appears to bear your signature 22 as guarantor; is that right? 23 A: Correct. 24 Q: And on -- for the borrower, whose 25 signature is that? Do you recognize that, sir? 1810 1 A: I don't recognize it, but it could be 2 either Murray Cook or -- or Leo. 3 Q: And who signed as the witness, sir? 4 A: My mother. 5 Q: Now, by its terms, this loan 6 agreement indicates that in exchange for lending WCD a 7 total of seven hundred and fifty thousand dollars 8 ($750,000) for the down payment, Mr. Couprie would 9 receive a return of his principal investment, plus an 10 additional seven hundred and fifty thousand dollars 11 ($750,000) once the development deal was completed; is 12 that correct, sir? 13 A: Correct, yes. 14 Q: Now, at that time, how were the 15 shares in WCD held? 16 A: Leo owned 100 percent. 17 Q: And why was Mr. Couprie given all of 18 the shares at that stage? 19 A: He had all the money. 20 Q: And at that stage, had anyone else 21 invested in the company? 22 A: No. 23 Q: Have you, yourself, ever been an 24 officer or director of WCD? 25 A: Never. 1811 1 Q: If I could turn you now, sir, to 2 another document, Exhibit 190. And this is a declaration 3 of trust. It doesn't appear to bear a date. 4 Do you recognize this document, Mr. 5 McCallion? 6 A: Yes, I do. 7 Q: Can you describe the circumstances 8 surrounding the -- 9 A: Well -- 10 Q: -- signing of this document? 11 A: Mr. Couprie and I were travelling 12 shortly after, away, and we decided to do a trust 13 agreement just in case something happened to us on the 14 plane and -- so that my family might get some benefit out 15 of this. 16 Q: And if we could scroll down to the 17 bottom, please, of the document. We see here your 18 signature, is that right, sir? 19 A: Yes. 20 Q: As the beneficiary. 21 A: Yes. 22 Q: And we see another signature above 23 the line, an indication, "Leo Couprie, the trustee," is 24 that right, sir? 25 A: Correct. 1812 1 Q: And we see a signature to the left. 2 A: That's my mother. 3 Q: Now, you've told me that this was 4 signed to offer some protection, is that right, sir? 5 A: Yes. 6 Q: Why did you and Mr. Couprie decide on 7 that particular occasion to enter into this trust 8 agreement? 9 A: Just because we were travelling. We 10 left -- I believe we travelled on January the 30th. 11 Q: Right. And you were travelling for 12 ten (10) days, is that right? 13 A: Approximately, yes. 14 Q: I think I know the answer to this 15 question, Mr. McCallion, but did either you or Mr. 16 Couprie have any assistance from a lawyer before signing 17 this document? 18 A: No, none. 19 Q: In fact, do you have any 20 understanding as to how the document was drafted? 21 A: I believe Leo Googled it on the 22 computer, and it came up with trust agreement. 23 Q: He Googled "trust agreement" or 24 "trust declaration" and -- 25 A: That's what came up. 1813 1 Q: Now, you told us your mother 2 witnessed it, is that right? 3 A: Yes, that is. 4 Q: And, first of all, sir, where was 5 this signed? 6 A: Well, I believe we were at dinner at 7 Pier 4 with Leo and his wife and me and my mother. 8 Q: And Pier 4 is -- 9 A: And I don't remember who else. 10 Q: -- is what, sir? 11 A: It's a restaurant in Toronto. 12 Q: So you were there at dinner, and -- 13 A: I believe we were travelling the next 14 day or a couple of days from that. 15 Q: Right, and hence your concern about 16 protecting your interest, is that right? 17 A: Correct. 18 Q: Did you review the document with your 19 mother? 20 A: No, I did not. 21 Q: Did she sign it in your presence? 22 A: Yes. 23 Q: From the best of your recollection 24 and observation, did she appear to read it before signing 25 it? 1814 1 A: No, she was strictly acting as a 2 witness. 3 Q: Did you discuss this document in her 4 presence? 5 A: No. Leo and I had discussed it prior 6 to. 7 Q: Now, let's scroll up a bit so we can 8 see more of this document, Mr. McCallion. It indicates 9 that: 10 "The trustee solemnly declares that he 11 holds 80 percent of the shares of World 12 Class Developments, Limited [and then 13 in parentheses] (the property) in trust 14 solely for the benefit of the 15 beneficiary. The trustee further 16 promises the beneficiary..." 17 And then we've got (a) and: 18 "(a) Not to deal with the property in 19 any way except to transfer it to the 20 beneficiary without the instructions 21 and consent of the beneficiary; (b) to 22 account to the beneficiary for any 23 money received by the trustee in 24 connection with holding the property; 25 (c) beneficiary to pay the trustee 1815 1 double the amount of money advanced by 2 World Class Developments Limited to 3 McCarthy Tetrault for deposits 4 regarding purchase of property from 5 OMERS Realty Management Corporation and 6 1331430 Ontario, Inc., as per attached 7 agreement of purchase and sale." 8 Have I read that correctly, sir? 9 A: Yes, you have. 10 Q: Now, did you understand at the time 11 that the term "beneficial ownership" meant that you 12 yourself owned the shares of WCD, and not Mr. Couprie? 13 A: No, I did not. They were still in 14 his possession. 15 Q: Now, I phrased that question in terms 16 of your understanding at the time -- 17 A: Yeah, at the time. 18 Q: -- which you told us was January 19 2007. What do you understand it to mean today, as we 20 stand here, July 27th, 2010? 21 A: Today, it would mean I own the 22 company. 23 Q: Now, after this agreement, or this 24 trust declaration was executed, and you've told us this 25 was January 2007, did you believe that you were a 1816 1 beneficial owner of World Class Developments? 2 A: No, I did not. 3 Q: Did you change the way you operated 4 in relation to World Class Developments in any way? 5 A: No, I did not. 6 Q: Did you believe, and we've just read 7 the terms together, did you believe that Mr. Couprie had 8 to deal with the shares of WCD in a manner that was 9 beneficial to you? 10 A: No, I did not. 11 Q: Do you recall how many copies of this 12 trust declaration were signed? 13 A: I thought there was just two (2). 14 Q: And what became of those copies after 15 they were signed in January 2007? 16 A: Well, I took mine home. I don't know 17 what Leo did with his. After we returned from the trip, 18 I didn't feel we needed it any more so I discarded mine. 19 Q: Right. Now, we've covered whether 20 you changed the manner in which you operated in relation 21 to the company, whether you believed you were a 22 beneficial owner, and also whether you understood that 23 Mr. Couprie had to deal with the shares in a manner that 24 was beneficial to you. 25 Let me take you now to Exhibit 197. And I 1817 1 appreciate that we don't see the whole document at once, 2 Mr. McCallion, but you'll see that, from the top of the 3 first page of this document, this is a Declaration of 4 Trust and Shareholders' Agreement dated August 1st, 2007, 5 between Landplex Inc., an Ontario corporation, and Leo 6 Couprie. 7 A: Yes. 8 Q: From -- from what you can see of that 9 document, sir, can you tell me whether you had seen this 10 Declaration of Trust and Shareholders' Agreement before? 11 A: I have seen it, but I have not read 12 it. 13 Q: All right. Did you understand that 14 subsequently Mr. -- this is subsequent to entering into 15 the Declaration of Trust in January 2007, that Mr. 16 Couprie gave 80 percent of his interest to Landplex, a 17 company apparently owned by Tony DeCicco? 18 A: Yes. 19 Q: Were you aware of this at the time, 20 that's as of August 1st, 2007? 21 A: I was aware of it. I didn't know the 22 details though. 23 Q: Did you have any say in Mr. Couprie's 24 decision to do that? 25 A: No, but I thought it was best for the 1818 1 company. 2 Q: And did you think that this line 3 here, which we can see on the screen, "whereas Leo is the 4 beneficial owner of eighty (80) common shares, the shares 5 in the capital stock of World Class Developments 6 Limited," did you think that that accurately reflected 7 Mr. Couprie's interest in World Class Developments? 8 A: Yes. 9 Q: By the way, at that time, who held 10 the -- the other 20 percent of the shares in World Class 11 Developments? 12 A: That was Murray Cook. 13 Q: Now you told me that you believe 14 there were two (2) copies of that declaration of trust 15 that we've seen previously, which was Exhibit 190. When 16 you returned from your trip with Mr. Couprie in February 17 2007, what did you do with your copy? 18 A: I discarded it, because the trip was 19 over. It was for the purpose of the trip only. 20 Q: And we've canvassed another issue, 21 and that had to do with Mr. Couprie's investment in the 22 company for the deposit or down payment of seven hundred 23 and fifty thousand dollars ($750,000). 24 A: Yes. 25 Q: After he invested that money, what 1819 1 was Mr. Couprie's role in the day-to-day operation of 2 World Class Developments? 3 A: Basically, I represented his 4 interest, because he was not interested in going to 5 meetings and -- development meetings and whatnot. So I 6 represented him. That was my role. 7 Q: Now, in representing him, was it your 8 job then to pass information onto him, pertaining to the 9 company? 10 A: Yes. 11 Q: Now, Murray Cook's name has come up 12 as well. And in the early stages of World Class 13 Development, you recruited him; is that right, sir? 14 A: Correct, yes. 15 Q: And you touched on this briefly. You 16 -- you said he'd been a developer, but how did you know 17 Mr. Cook? 18 A: He grew up in Streetsville , as well 19 as I did. He was a little bit older than me, but we went 20 to the same high school, but not together. 21 Q: And why in particular did you recruit 22 Mr. Cook, as opposed to someone else with development 23 experience? 24 A: Well, he has a lot of experience, and 25 I know him. He's a family friend. He's been president 1820 1 of Deerhurst. He was president of BC Place, I believe, 2 for ten (10) years. And he also was president of Emar 3 Developments in Dubai. 4 Q: Did you say, BC Place? 5 A: Yes. 6 Q: Or BCE Place? 7 A: No, BC Place. 8 Q: BC Place. 9 A: Vancouver. 10 Q: And in terms of negotiation with 11 vendors, who did you think would be dealing with the -- 12 the sellers of the property among your group? 13 A: Well, Murray would be the best for 14 that. 15 Q: And when we look at Exhibit 192, 16 which is the Agreement of Purchase and Sale -- I'll just 17 stop there. You'll see that this was sent to Mr. Cook by 18 way of covering letter dated February 2nd, 2007. 19 And first of all, sir, where were you on 20 February 2nd, 2007? 21 A: I believe I was in Vietnam. 22 Q: Where was Mr. Couprie on February 23 2nd, 2007, to the best of your recollection? 24 A: In Vietnam too. 25 Q: And in relation to this Agreement of 1821 1 Purchase and Sale negotiated with the vendors, we see 2 that it was sent to Mr. Cook. 3 And you've told us that you expected he 4 would take the lead in negotiation in any event; is that 5 right? 6 A: Yes. 7 Q: Now, you've told us that Mr. Cook 8 came to have 20 percent of the shares in World Class 9 Developments; is that right? 10 A: Yes. 11 Q: Did he invest money? 12 A: Not that I was aware of, no. 13 Q: How was it, then, that -- that Mr. 14 Couprie, who had held all of the shares in WCD, came to 15 part with some of them? 16 A: Well, Mr. Cook needed some benefit 17 for negotiating the deal and -- and lending his 18 credibility to the project. 19 Q: If we could turn to Exhibit 193, 20 please. 21 And what we have here is a Shareholders' 22 Agreement, dated February 28th, 2007, between World Class 23 Developments Limited, Murray Cook, and Leo Couprie; is 24 that right, Mr. McCallion? 25 A: Yes. 1822 1 Q: Mr. McCallion, first of all, were you 2 aware of Mr. Couprie's decision -- before I get there, do 3 you understand that this agreement reflects, in the 4 second paragraph, that Mr. Cook is the holder of 20 5 percent of the common shares of the Corporation? 6 A: Yes. 7 Q: And Mr. Couprie, the holder of 80 8 percent of the common shares of the Corporation; is that 9 right, sir? 10 A: Yes. 11 Q: And were you aware of Mr. Couprie's 12 decision to transfer shares to Mr. Cook? 13 A: I was aware of it. 14 Q: Now, were you made aware of this 15 agreement at the time? 16 A: I believe I saw it afterwards. 17 Q: Did you have any role in the 18 negotiation of that agreement as between Mr. Cook and Mr. 19 Couprie? 20 A: No, I did not. 21 Q: Now, you've told me that Mr. Cook 22 provided, if I can boil it down, expertise and 23 credibility to the project; is that right? 24 A: Very -- yes. 25 Q: Can you tell us about what Mr. Cook 1823 1 did then on behalf of World Class Developments, apart 2 from negotiating the Agreement of Purchase and Sale that 3 we've already seen? 4 A: Well, he knows a lot of the 5 consultants in Toronto, in terms of architects, hotel 6 consultants, planners that you all need. 7 Q: And if we speak of particular 8 consultants, Mr. McCallion -- 9 A: Yeah. 10 Q: -- the documents that the Commission 11 has obtained refer to Page + Steele -- 12 A: Yes. 13 Q: -- for example. 14 A: Architects. 15 Q: And who involved Page + Steele, then 16 -- 17 A: Murray may -- 18 Q: -- on behalf of World Class 19 Developments? 20 A: Murray did. He knew them. 21 Q: The documents also refer to Barry 22 Lyon. 23 A: Yes, he was -- he had worked with 24 Barry Lyon in the past. 25 Q: And Mr. Lyon and his firm are 1824 1 consultants in what field, Mr. McCallion? 2 A: Planning. 3 Q: The documents also refer to Horwath 4 Horizon Consultants. 5 A: Yes, they're hotel consultants. 6 Q: And did you have any understanding 7 about why hotel consultants were necessary? 8 A: Because the project called for a 9 hotel. 10 Q: If we could turn, please, to Exhibit 11 136, I'm going to show you a letter on the letterhead of 12 Marriott Hotels of Canada, dated February 23rd, 2006, 13 addressed to Mr. Murray Cook, World Class Developments, 14 400 Brunel Road, Mississauga, Ontario. And I'll give you 15 a moment to review that, sir. 16 A: Yes. 17 Q: Were you aware of this letter at the 18 time? 19 A: I knew that Murray had acquired a 20 letter, yes. I had not seen it though. 21 Q: You had not seen it at the time? 22 A: At the time, no. 23 Q: And in the second paragraph, I note 24 that it says: 25 "We are very aware of Mayor McCallion's
1825 1 desire to entertain a four-star 2 property close to the Living Arts 3 Centre and believe that the City needs 4 this hub to consolidate its profile and 5 positioning in the Province." 6 Let me stop there. I've asked you 7 previously about the City's interest in developing a 8 hotel in the City Centre. 9 A: Correct. 10 Q: Does this fairly represent what you 11 understood to be your mother's interest in developing a 12 hotel in the City Centre? 13 A: I believe there was a lot of people 14 that wanted a hotel next to the Living Arts Centre, 15 including her. 16 Q: Okay. So what we have here is a 17 letter expressing interest in participating in the 18 project, and this from the Marriott Hotel chain, is that 19 right, sir? 20 A: Correct, yes. 21 Q: Now, I've taken you previously to the 22 Agreement of Purchase and Sale, which was Exhibit 192, 23 and it's dated January 31st, 2007. And you've told me 24 that you expected Mr. Cook to play the leading role in 25 negotiating that on behalf of World Class Developments. 1826 1 What was your involvement, if any, in the 2 negotiations and eventual signing of the Agreement of 3 Purchase and Sale? 4 A: I was not involved in negotiations at 5 all. I did converse with Murray on a regular basis, but 6 I was not involved in negotiations whatsoever. 7 Q: Once the agreement of purchase and 8 sale was signed, did you obtain a copy? 9 A: Yes, when I came back from our trip. 10 Q: Who gave -- 11 A: I don't know immediately, but -- 12 Q: Okay. 13 A: -- shortly thereafter. 14 Q: Sorry for cutting you off, which I 15 did twice in the course of that answer. 16 Who gave you a copy of the executed 17 Agreement of Purchase and Sale? 18 A: It would have been Murray Cook. 19 Q: And, Mr. McCallion, did you think 20 that building a hotel and convention centre in the City 21 Centre was economically viable? 22 A: I believed it would have been 23 difficult, but not impossible, in terms of economics. 24 Q: Based on your experience in 25 development and real estate, how did you think -- or did 1827 1 you have any understanding as to how the -- the 2 construction of the hotel would be financed? 3 A: Well, the purpose of having condos on 4 the surrounding land would help finance the hotel, 5 meaning that a hotel by itself would probably not -- 6 completely by itself would probably not be economically 7 feasible. 8 Q: And with funding from the condo 9 development, did anyone tell you that a four-star hotel 10 was not economically viable, in any event? 11 A: The consultants, I believe, did say 12 it was difficult, but it could eventually happen over a 13 period of time. You build a hotel to four-star 14 standards, but you only get three-star service, because 15 the difference between the stars is usually service. 16 Q: And, Mr. McCallion, we've heard the 17 evidence from Mr. Costin about the negotiation of the 18 Agreement of Purchase and Sale. And you've told us that 19 -- that you were informed about the negotiation of it 20 from time to time. 21 During that process, did you ever talk to 22 your mother about the transaction? 23 A: Not that I recall, no. 24 Q: Is there a reason why you didn't do 25 that, sir? 1828 1 A: We had nothing to talk about. 2 Q: Why not? 3 A: It was taking a long time. I do 4 recall that. I believe we were negotiating for almost 5 two (2) years. But I don't recall if I -- if I did 6 mention anything, it would have been, it's taking a long 7 time. 8 Q: And, by the way, where do you live in 9 relation to where your mother lives? How far apart are 10 you? 11 A: Oh, two (2) minutes away, five (5) 12 minutes by walking. 13 Q: All right. And I understand that 14 it's a close family, is that right, sir? 15 A: Yes. 16 Q: How many times would you see your 17 mother in the average week? 18 A: Oh, five (5), six (6) times. 19 Q: And are there days when you might see 20 her more than once? 21 A: Yes, usually on weekends, more so 22 than during the week. But I used to drive her a lot to 23 functions and whatnot. 24 Q: Are there chores that you -- 25 A: Well -- 1829 1 Q: -- take on for her? 2 A: -- yeah, we have a pool -- or sorry, 3 a pond. We have a pool, too, but the pond is kind of a 4 maintenance nightmare. 5 Q: I'll keep that in mind. 6 A: Yeah. 7 Q: Now, in terms of Murray Cook, you 8 told me how you know Murray Cook. Are you aware of 9 whether your mother knows Murray Cook? 10 A: Oh, yes. Murray -- yes, my mother 11 knows Murray well. 12 Q: Did you understand at the time 13 whether Mr. Cook was speaking to your mother about the 14 project? 15 A: I probably would say -- suspect that 16 he would, yes. 17 Q: When I speak of "the time," I refer 18 to the time when the Agreement of Purchase and Sale was 19 being negotiated. 20 A: Yes, yes. 21 Q: Now more generally, do you talk to 22 your mother about your business affairs? 23 A: I let her know what I'm working on, 24 basically, just as a past tense. She usually says, you 25 know, Are you working; get to work. 1830 1 Q: A mother's concern. 2 A: Yes, exactly. 3 Q: And -- and how often during this 4 period, sir, would you have discussed your business 5 affairs with your mother, say in the year leading up to 6 the Agreement of Purchase and Sale being executed? 7 A: How many times would I have discussed 8 this specific project? I don't know, five (5), six (6) 9 times. 10 Q: Yeah, but how many times would you -- 11 how often would you discuss your business affairs with 12 your mother, in a more general way. 13 A: Oh, in a more general -- almost every 14 time I'd see her. She'd go, Oh, what are you working on, 15 what are you doing. Not specifically telling her exactly 16 what I'm doing, but... 17 Q: All right. Let's turn to another 18 individual whom you involved in World Class Developments, 19 and that's Tony DeCicco. 20 A: Yes. 21 Q: We understand from other evidence 22 that you brought Tony DeCicco into World Class 23 Developments in the summer of 2007. 24 A: Yes. 25 Q: How did you know Mr. DeCicco? 1831 1 A: I had met him on a property that I 2 had listed, and he was the purchaser. 3 Q: How long ago was that, or how many 4 year -- how long prior to 2007 was that, to be more 5 precise? 6 A: I'm guessing ten (10) or more years. 7 Q: And from that time to 2007, had you 8 had any other contact with Mr. DeCicco? 9 A: Oh, yes. We actually became friends. 10 Q: And in your work as a real estate 11 agent after that initial time -- 12 A: Yes. 13 Q: -- did you -- did you work with Mr. 14 DeCicco? 15 A: Yes, I had some listings that he had 16 for lease and whatnot. 17 Q: Now, why did you ask Mr. DeCicco to 18 become involved? 19 A: I believed he had the experience to 20 bring the project to fruition. He's -- he's built homes. 21 He's got commercial developments. And I believed he had 22 the financial resources. 23 Q: Now, that's why to involve Mr. 24 DeCicco, but why involve him at that point? Why involve 25 him in the summer of 2007? 1832 1 A: At that point the bills, were not 2 being paid, so we needed some financing right away. 3 Q: So when you refer to the bills not 4 being paid -- 5 A: Consultants, Page + Steele, Horvat, 6 et cetera. 7 Q: Was there another reason for 8 involving Mr. Co -- Mr. DeCicco in the project, apart 9 from the fact that you were concerned about failure to 10 meet financial obligations? 11 A: Yes. Well, at that time, it was 12 becoming apparent that Mr. Cook was looking to squeeze 13 Leo out of the company because of the lack of bills being 14 paid. 15 Q: Why was this a concern to you about 16 Mr. Couprie being squeezed out of the company by Mr. 17 Cook? 18 A: Well, I believed that I would not be 19 involved at that point if he got squeezed out, and I 20 would not be the agent for selling the condominiums in 21 the end, because Mr. Cou -- Mr. Cooper's -- sorry, Mr. 22 Cook's partners, or I believed to be potential partners, 23 had their own in-house sales staff. 24 Q: Now, to be precise about it, what did 25 you ask Mr. DeCicco to do by way of involvement in WCD? 1833 1 A: Well, basically, take over the lead 2 and -- and manage and put it together; deal with the 3 vendors, deal with the consultants, and deal with the 4 City. 5 Q: Now, you've touched on how you -- how 6 you knew him, and you've touched on his experience. Were 7 you aware of any particular developments that he was 8 involved in? 9 A: Well, he was building houses up in 10 Kleinburg, I know that. He had a plaza in Windsor. He 11 has some older developments in Mississauga. So he's -- 12 he's all over the place. 13 Q: This might be a time to return to 14 Exhibit 197, which is the August 1st, 2000, Declaration 15 of Trust and Shareholders' Agreement between Landplex and 16 Leo Couprie. We've already touched on this previously, 17 Mr. McCallion; you -- I won't ask you to repeat your 18 evidence in relation to this. 19 Did you have any concerns about this 20 agreement? 21 A: Well, I did not read it, so I didn't 22 have any concerns. 23 Q: Was it explained to you by anyone? 24 A: Well, Leo understood he was keeping 25 20 percent of 80 percent. 1834 1 Q: What did you understand it to mean, 2 in terms of your interest in WCD? 3 A: In my interest? 4 Q: Right. 5 A: Well, Leo was still part of the 6 company, and I believe he would ensure that somewhere 7 down the road, I would get the ability to sell the 8 condos. I trusted Mr. Couprie. 9 Q: To be clear about this, did you think 10 you had any other interest in WCD? 11 A: At that time, no. 12 Q: Now, you've told us that Mr. DeCicco 13 took over the day-to-day work in relation to WCD; is that 14 right? 15 A: Yes. 16 Q: And we've heard of -- of discussions 17 with the Easton's Group and a Mr. Steve Gupta. 18 A: Yes. 19 Q: Who involved Mr. Gupta? 20 A: That would be Tony DeCicco. 21 Q: And in fact, did you take part of a 22 tour of a -- of a hotel that is operated by Mr. Gupta? 23 A: Yes, I did. 24 Q: Can you tell us about that, please? 25 A: Well, that was a tour to see his 1835 1 Marriott Residence Inn on -- I don't remember what 2 street, but -- and -- 3 Q: In what city? And whereabouts? 4 A: Well, it's in Toronto. And so we 5 went on the tour. 6 Q: And when we say "we," sir, who are we 7 including in -- 8 A: I believe it -- 9 Q: -- this? 10 A: -- would be Tony, Steve Gupta, Ed 11 Sajecki, myself, my mother, and there might have been 12 another person, but I can't remember who they would have 13 been. 14 Q: Do you recall when this was? 15 A: I don't recall the date specifically. 16 Q: A month and a year, sir? 17 A: I don't remember the date. 18 Q: All right. So this group went on the 19 tour. And what was the outcome of the tour? 20 A: Well, I was not very impressed with 21 the style of hotel that he was proposing. Across the 22 street is the SoHo Hotel, so I do know that Mr. Sajecki 23 and I went over there. And I said, This is what I was 24 kind of envisioning for the City Centre, as opposed to 25 the Marriott. 1836 1 Q: And do you recall what your mother's 2 reaction was? 3 A: I don't recall. She stayed back. 4 Q: Now, we've mentioned Ed Sajecki. 5 A: Yes. 6 Q: And how long have you known Ed 7 Sajecki? 8 A: I've known Ed since he came to the 9 City. I'd meet him a lot of functions and kind of became 10 friends; but you know, not a friend that I go to his 11 house, but I see him at a lot of functions. We talk a 12 lot, talk about his farm up in Collingwood. 13 Q: The Commission's exhibits include a 14 number of appointment slips or Outlook calendar 15 appointment records relating to lunch -- 16 A: Oh, yeah. 17 Q: -- that you had with Ed Sajecki. 18 A: Oh, we would have lunch the odd time, 19 a couple, maybe three times a year. We'd just talk about 20 everything. Sometimes he would pay. Sometimes I would 21 pay. He always offered though. 22 Q: And when you say, We'd talk about 23 everything, can -- can you -- 24 A: Well -- 25 Q: -- can you narrow that down a bit for 1837 1 us? 2 A: I may have mentioned about World 3 Class, but we would have talked about other items as 4 well, not specifically World Class. 5 Q: And what was your purpose in having 6 lunch with Ed Sajecki on those occasions? 7 A: A friend. 8 Q: Also included in the documents that 9 the Commission has obtained are a number of voice mail 10 messages to your mother from Tony DeCicco. 11 A: Yes. 12 Q: Were you aware that Tony DeCicco 13 contacted your mother from time to time once he became 14 involved in World Class Development? 15 A: Well, I was aware he did contact her 16 sometimes. How many? I probably was not aware. 17 Q: And were you aware of this at the 18 time he was doing it? 19 A: Not specifically. 20 Q: Did you and your mother ever discuss 21 Mr. DeCicco contacting her? 22 A: No. 23 Q: Now, it appears that one of the 24 issues Mr. DeCicco contacted your mother about was 25 litigation between Murray Cook and Leo Couprie. 1838 1 A: Yes. 2 Q: Were you aware of Mr. DeCicco doing 3 that? 4 A: Yes, I am. He called her because my 5 mother knows Mr. Cook very well, family friend, and was 6 hoping that my mother could resolve their differences. 7 Q: And, in fact, did you ever attend a 8 meeting -- 9 A: Yes. 10 Q: -- that your mother also attended -- 11 A: Yes. 12 Q: -- in relation to that dispute? 13 A: Yes. 14 Q: Who else was there? 15 A: Nobody, that I'm aware of, other than 16 Tony, Murray, my mother, and myself; and it was not 17 resolved. 18 Q: Where did that meeting take place? 19 A: I believe at her house. 20 Q: Do recall your mother's role in the 21 meeting? 22 A: Keep the peace. 23 Q: Now, more generally, in your 24 experience, is it usual or unusual for developers and 25 business people to contact your mother? 1839 1 A: Oh, no, it happens every day. 2 Q: And -- 3 A: I'm not aware of it, of course, but I 4 -- I know they all call her. 5 Q: Do you have an understanding as to 6 what they typically ask for? 7 A: They have a problem with something, 8 either with the City, with another developer, et cetera, 9 et cetera. 10 Q: Now, Mr. McCallion, we're going to 11 turn to something we briefly touched on earlier, and 12 that's your loans to World Class Developments, which take 13 place in 2007, as we look at this chronology. 14 Now, you mentioned that a reason for 15 involving Mr. DeCicco was that World Class Developments, 16 as being run by Mr. Cook, wasn't meeting its financial 17 obligations, is that right, sir? 18 A: Correct. 19 Q: Now, at some point, did you become 20 concerned to the extent that you advanced money yourself? 21 A: Yes, well, I advanced money in order 22 to keep the deal alive until we could find a -- a 23 suitable financier and developer. And in order to keep 24 it alive -- if the deal fell apart at that point, all my 25 efforts for the last four (4) years or five (5) years 1840 1 have gone down the drain, which is not uncommon for a 2 real estate agent. 3 Q: Could we see Exhibit 195 please? 4 5 (BRIEF PAUSE) 6 7 Q: Have you ever seen this document 8 before? 9 A: Yes, after the inquiry started. 10 Q: All right. All right. You 11 understand this to be a financial record of WCD? 12 A: Yes. 13 Q: And in particular, I'm going to refer 14 you to March 7. And this is apparently 2007, because 15 it's immediately after an entry for March 1, '07. We 16 have a credit of thirty thousand dollars ($30,000), 17 details, "PJMC deposit." 18 Do you see that sir? 19 A: Yes, I do. 20 Q: And although you've only seen this 21 after the Inquiry was created by Municipal resolution, 22 can you tell us what that -- first of all, who is PJMC? 23 A: Well, that's myself. 24 Q: Peter J. McCallion? 25 A: Yes. 1841 1 Q: And the thirty thousand dollars 2 ($30,000), sir, can you tell us what that was about? 3 A: Well, we had some bills coming due. 4 Horvath is one specifically that I'm aware of that needed 5 -- needed to be paid. And the other one underneath, & 6 Co., a consulting company. 7 Q: So you're referring to a -- an entry 8 for March 19th and another entry for March 23rd -- 9 A: March 23rd -- 10 Q: Is that correct? 11 A: Yes. 12 Q: And then as we look down to May 24th, 13 we see another credit of seventy-three thousand five 14 hundred dollars ($73,500), and again, "PJMC deposit." Is 15 that correct, sir? 16 A: Correct. 17 Q: And that's another instance in which 18 you loan money to the company, is that right, sir? 19 A: Correct, yes. 20 Q: Did you ask Mr. Couprie or Mr. Cook 21 to pay the money to meet these obligations before loaning 22 the money yourself? 23 A: I probably did. I -- I do know Mr. 24 Couprie wasn't putting any more money in. And Mr. Cook, 25 I believe at the time, didn't have any money to put in. 1842 1 Q: When we look at these amounts -- 2 thirty thousand dollars ($30,000) and seventy-three 3 thousand five hundred dollars ($73,500) -- where did you 4 get that money, Mr. McCallion? 5 A: That was commissions owed to me from 6 De Zen Homes. 7 Q: Now, if we go to the next page, and 8 in particular to an entry for July 30th, we see a -- 9 another credit in the amount of fifty thousand dollars 10 ($50,000). 11 Is that correct, sir? 12 A: Yes. 13 Q: And again, in terms of details, in 14 that column we see "PJMC deposit." Is that right? 15 A: Correct, yes. 16 Q: Now, where did you get that money, 17 sir? 18 A: I didn't have any more resources of 19 my own, so I had to borrow that. I borrowed it from TACC 20 Construction. 21 COMMISSIONER DOUGLAS CUNNINGHAM: Sorry, 22 from who? 23 THE WITNESS: TACC. T-A-C-C. 24 25 CONTINUED BY MR. BRIAN GOVER: 1843 1 Q: Sorry, did you say you borrowed that 2 money from TACC? 3 A: I borrowed that money from TACC, yes. 4 Q: Why did you need to borrow money from 5 TACC? I -- we realize you didn't have money yourself, 6 but why did you need to put money into WCD, these 7 borrowed funds of fifty thousand dollars ($50,000), in 8 July 2007? 9 A: We had an obligation for a site plan 10 application fee was due, I see, August the 2nd. I 11 thought it was July 31st. 12 Q: There are some entries on this 13 document, Mr. McCallion. For example, we see on the 14 first page, April 5th, we see money going out, two 15 thousand three hundred and ten dollars and thirty cents 16 ($2,310.30). Details column says, "L. Couprie, PJMC 17 expense." 18 A: Yes. 19 Q: June 28, we see six thousand dollars 20 ($6,000), "PJMC Consulting." By the way, we see "PJMC 21 Consulting" on March 16th, as well, for a thousand 22 dollars ($1,000). And on August 3rd, on the second page, 23 we see seven hundred and seventy dollars ($770), and it 24 says, "L. Couprie, PJMC expense." 25 A: Yes. 1844 1 Q: Now, do you recall receiving money 2 from World Class Developments during this period? 3 A: Yes. I needed to live. I needed 4 some money to pay my own expenses. 5 Q: Now you mentioned the loan from TACC. 6 If we could look at Exhibit 196, please. 7 8 (BRIEF PAUSE) 9 10 Q: Actually, we don't need to go back to 11 the document, but there appear to be other entries where 12 you were receiving money -- expense money -- 13 A: Yes. 14 Q: -- from World Class Developments that 15 I didn't take you to. 16 A: Oh, okay. 17 Q: Is it fair that there may have been 18 other payments made to you in order to pay your expenses, 19 sir? 20 A: Other than what was on that sheet, I 21 believe not. 22 Q: Well, let's go back to it then, just 23 to be clear. Exhibit 195. 24 So just so that we're clear about this, in 25 terms of payments out to you, we have March 16th, one
1845 1 thousand dollars ($1,000). 2 A: Yeah. 3 Q: We have March 30th, one thousand 4 dollars ($1,000). 5 A: Yes. 6 Q: We have June 28th, six thousand 7 dollars ($6,000). 8 A: Yes. 9 Q: We have August 3, seven hundred and 10 seventy dollars ($770). 11 A: Yes. 12 Q: Oh, April 5, back on the first page, 13 two thousand three hundred and ten dollars and thirty 14 cents ($2,310.30), and that's "L. Couprie, PJMC expense." 15 16 A: Yes. 17 Q: You see that as well? 18 A: Yeah. 19 Q: And we've -- we've discussed, have 20 we, the reasons that you were obtaining money? Were 21 there any other reasons you were obtaining money from 22 World Class Developments at that time? 23 A: Well, the twenty-three ten (2310) for 24 April the 5th was for a trip -- for one of our trips. So 25 it went to Leo, because he put it on his credit card. 1846 1 Q: What was the purpose of the trip? 2 A: For his for business, and I do 3 photography when I'm there. 4 Q: Okay, let's go back to Exhibit 196 5 then. 6 7 (BRIEF PAUSE) 8 9 Q: So this is a promissory note in the 10 amount of fifty thousand dollars ($50,000), due November 11 1st, 2007. 12 If we could scroll down to the signature 13 on this, we see, sir, there are two (2) signatures. We 14 see that, first of all, on behalf of World Class 15 Developments Limited, we have a signature. 16 Whose signature is that? 17 A: That's mine. 18 Q: Per Peter McCallion, ASO. Is that 19 correct, sir? 20 A: Correct. 21 Q: Now, you apparently signed this on 22 July 27th, 2007? 23 A: Yes. 24 Q: At the time, did you understand what 25 ASO meant? 1847 1 A: Yes. 2 Q: What did you understand it to mean? 3 A: As signing officer. 4 Q: To the right of that we see co- 5 signer. We see your signature, or what appears to be 6 your signature again; is that correct, sir? 7 A: Correct, yes. 8 Q: You signed that as well? 9 A: Yes, I did. 10 Q: Now, why did you sign on behalf of 11 World Class Developments as -- as a signing officer? 12 A: We needed the money fairly quickly 13 for the July 31st deadline. 14 Q: In fact, did you have authority to 15 sign on behalf of World Class Developments? 16 A: No, I did not. 17 Q: Now, at that point, July 27th, 2007, 18 was Mr. DeCicco involved in the -- the project? 19 A: I believe he was in discussions with 20 Mr. Couprie at the time. 21 Q: So the answer is -- is -- 22 A: Yes. 23 Q: -- yes or no? 24 A: I would say yes, in terms of 25 directions. 1848 1 Q: Now, had your loans to World Class 2 Developments, or the TACC loan, which you obtained 3 apparently on behalf of World Class Developments, and 4 which you co-signed for here, have they been repaid by 5 World Class Developments? 6 A: No, they have not. 7 Q: Do you expect those loans to be 8 repaid? 9 A: I'm hoping they are, yes. 10 Q: By the way, who are the -- who is, or 11 who are the principal or principals behind TACC? 12 A: Well, Silvio de Gasperis and his 13 family. 14 Q: Silvio de Gasperis -- 15 A: Yes. 16 Q: -- and his family, is that correct? 17 A: Yes. 18 Q: I'm going to turn to another area 19 now, and that's amendments to the Agreement of Purchase 20 and Sale, which we understand take place in the spring 21 and summer of 2008. 22 MR. BRIAN GROVER: And Mr. McDowell has 23 made a sensible suggestion, and that's that this might be 24 an appropriate time to take the morning recess. 25 COMMISSIONER DOUGLAS CUNNINGHAM: All 1849 1 right. We'll take fifteen (15) minutes. 2 MR. BRIAN GROVER: Thank you. 3 THE COURT CLERK: Order. All rise 4 please. Court stands recessed fifteen (15) minutes. 5 6 --- Upon recessing at 11:25 a.m. 7 --- Upon resuming at 11:40 a.m. 8 9 THE COURT CLERK: Order. All rise, 10 please. The court's reconvened. Please be seated. 11 MR. BRIAN GOVER: Thank you, Mr. 12 Commissioner. 13 14 CONTINUED BY MR. BRIAN GOVER: 15 Q: If I could ask you to turn your mind 16 to the spring and summer of 2008. And as I mentioned 17 just before the recess, we're aware that there were 18 amendments made to the agreement of purchase and sale. 19 A: Yes. 20 Q: Now, at some point in 2008, did you 21 become concerned about the development project? 22 A: Yes, for a couple of reasons. 1) The 23 timing of the hotel and the timeframe that it had to be 24 started and majorly completed; as well as the economy in 25 the US that had started to tank. So it was -- and the 1850 1 first thing to go are hotels and airlines in a bad 2 economy. So I was concerned that the hotel was gonna be 3 a problem in terms of financial as well as timing. 4 Q: Right. Now, despite the recession 5 which was then taking root, were you confident, Mr. 6 McCallion, that the project would eventually get done? 7 A: Yes, very confident. 8 Q: Why so? 9 A: The City is a growing city. It's 10 probably one -- the number 1 city in Canada in terms of 11 development, and it was the best location for it. 12 Q: But you had those concerns about the 13 -- the economy and the timing for construction, is that 14 right, sir? 15 A: Correct, yes. 16 Q: Did others at World Class 17 Developments share those concerns? 18 A: Tony did. 19 Q: Was Mr. DeCicco doing anything about 20 that concern on this part? 21 A: Well, he was trying to extend the 22 time of the construction of the hotel and whatnot, in 23 terms of finishing. 24 Q: Who was he dealing with in that 25 regard, do you know? 1851 1 A: I believe he was dealing with OMERS. 2 Q: Now, in and around that time, did you 3 have a discussion with anyone from OMERS? 4 A: I believe I did have a short 5 discussion with Michael Kitt, saying that we needed more 6 time. 7 Q: Do you remember any of the -- the 8 details surrounding that conversation? 9 A: No. That's -- I don't remember that 10 one specifically. No. 11 Q: Was that a -- an in-person meeting, 12 or was it over the telephone? 13 A: I believe it was in person, no. 14 Q: Now, ultimately we know that World 15 Class Development and OMERS did enter into an amending 16 agreement. And in that respect, we have Exhibit 105, 17 which I'll ask to be displayed now. 18 19 (BRIEF PAUSE) 20 21 Q: Now, first of all, sir, have you seen 22 this amending agreement before? 23 A: Well, during the Inquiry, yes. I 24 don't believe it saw it when it was accomplished. 25 Q: It's dated July 31st, 2008? 1852 1 A: Yes. 2 Q: Did you play any role in negotiating 3 the terms of this amending agreement? 4 A: No, I did not. 5 Q: How would you describe your 6 involvement in World Class Developments between July and 7 the fall of 2008? 8 A: Nothing had changed in my involvement 9 that I was aware of. 10 Q: During that period, did you tell Mr. 11 DeCicco that you wanted out of the deal? 12 A: I don't recall that. 13 Q: Did you ever tell him that? 14 A: I don't recall that. 15 Q: Did you ever tell anyone else that 16 you wanted out of the deal? 17 A: No. 18 Q: Now, in the fall of 2008, I 19 understand that you met with two (2) representatives of 20 OMERS, is that right, sir? 21 A: Correct, yes. 22 Q: Who were they? 23 A: Michael Kitt and John Filipetti. 24 Q: Why did you meet with them in the 25 fall of 2008? 1853 1 A: Because of the economy at the time 2 and the timing of the hotel, it was apparent that we 3 needed a lot more time to accomplish the hotel part of 4 the project, strictly rated -- related to the economy. 5 Q: Did you ask them for anything in 6 particular? 7 A: Well, I asked them for more time on 8 the hotel. I wasn't asking them for -- delete the hotel, 9 just more time to complete the project. 10 Q: When you say you weren't asking them 11 to "delete" the hotel, what do you mean by that? 12 A: Well, I guess if you deleted the 13 hotel, it'd be all condos. 14 Q: Deleting the condition in the 15 Agreement of Purchase and Sale that required construction 16 of a hotel? 17 A: Correct, yes. 18 Q: And so that I'm clear about that, was 19 World Class Developments backing away from building the 20 hotel at all -- 21 A: No. 22 Q: -- to your understanding? 23 A: Not to my understanding, no. We -- 24 they weren't backing away at all. Just the timing of the 25 hotel. 1854 1 Q: Do you recall any response to your 2 request by Mr. Kit of Mr. Filipetti? 3 A: Yes. Specifically, Mr. Kitt 4 suggested that if we increase the purchase price by 2 1/2 5 million, he doesn't care if we ever build a hotel. 6 Q: During this same time, were you aware 7 of mother's involvements in any discussions with OMERS 8 about the project and the deal? 9 A: No, I was not. 10 Q: During this same time, did you ever 11 tell anyone that you were off the project or off the 12 file? 13 A: Not that I recall, no. 14 Q: During the fall of 2008, did you have 15 conversations with your mother about World Class 16 Developments -- 17 A: When? 18 Q: -- that you recall now? 19 A: That I recall now? Other than -- I 20 don't recall really having a specific conversation, other 21 than the timing of the hotel. But I don't recall having 22 a conversation with her on that. 23 Q: Now, Mr. McCallion, I'm going to turn 24 to another area, and that is the litigation between OMERS 25 and World Class Developments. And of course, there's a 1855 1 matter of some affidavits that we need to discuss. 2 Before I do that, let's turn to Exhibit 3 117. 4 5 (BRIEF PAUSE) 6 7 Q: You'll see that Exhibit 117 is a 8 letter dated January 9th, 2009? 9 A: Yes. 10 Q: And it's addressed to Mr. Rosenblatt 11 and Ms. Bianchini at Minden Gross; is that correct, sir? 12 A: Yes. 13 Q: And they were the lawyers for World 14 Class Developments at the time; is that right, sir? 15 A: Yes, as well as Emilio Bisceglia. 16 Q: You understand that this exhibit 17 constitutes the written notice from the vendors that they 18 were terminating the Agreement of Purchase and Sale? 19 A: Yes. 20 Q: Now, sir, did you see a copy of that 21 letter at the time? 22 A: No, I did not. 23 Q: But I take it you became aware that 24 the document had been delivered; is that right, sir? 25 A: Yes. Tony informed me at some point. 1856 1 Q: You understand, Mr. McCallion, that 2 ultimately there was litigation commenced by OMERS 3 against World Class Developments? 4 A: Yes. 5 Q: And you understand that OMERS 6 commenced an application for a determination that the 7 Agreement of Purchase and Sale was terminated and that 8 World Class Developments had no right or claim to the 9 OMERS's land? 10 A: Correct. 11 Q: Now, sir, were you a named party in 12 that litigation, to the best of your -- 13 A: Not that I was -- 14 Q: -- recollection? 15 A: -- aware of, no. 16 Q: I understand, though, that you became 17 involved in the litigation; is that right, sir? 18 A: Yes. 19 Q: How did you become involved in the 20 litigation? 21 A: Tony and Emilio wanted me to sign an 22 affidavit in regards to the litigation. 23 Q: Now, I understand that you attended a 24 meeting in early August 2009; is that correct, sir? 25 A: Yes. 1857 1 Q: Do you recall where that meeting was? 2 A: That was Emilio's office. 3 Q: Do you recall how long the meeting 4 lasted? 5 A: An hour or so. 6 COMMISSIONER DOUGLAS CUNNINGHAM: Would 7 that be Minden Gross? 8 MR. BRIAN GOVER: No, it's -- 9 COMMISSIONER DOUGLAS CUNNINGHAM: Who's 10 Emilio? 11 MR. BRIAN GOVER: Emilio Bisceglia. B-I- 12 S-C-E-G-L-I-A. And his office is -- 13 THE WITNESS: 7940 Jane -- 14 MR. BRIAN GOVER: It's in -- 15 THE WITNESS: -- Street? 16 MR. BRIAN GOVER: -- Vaughan, I 17 understand. Is that fair? 18 THE WITNESS: Yeah, seventy (70) -- 19 MR. BRIAN GOVER: Thank you. 20 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 21 you. 22 THE WITNESS: It's 7941, something like 23 that. 24 25 CONTINUED BY MR. BRIAN GOVER: 1858 1 Q: In fact, Mr. Bisceglia's firm is 2 Bisceglia and Associates Professional Corporation, Suite 3 200, 7941 Jane Street, Concord, Ontario. Just to take 4 some of the guesswork out of it, Mr. McCallion. 5 So you had this meeting, and I understand 6 that you were asked to swear an affidavit in relation to 7 the litigation; is that right? 8 A: Correct, yes. 9 Q: Who asked you to do that? 10 A: I believe it was Tony and Emilio. 11 Q: And so that we're clear about what 12 you understood Mr. Bisceglia's role to be, what was that? 13 A: I believed he to be the lawyer for 14 World Class Developments. 15 Q: Now, we know, Mr. McCallion, that you 16 agreed to swear an affidavit in relation to the 17 litigation, is that correct, sir? 18 A: Correct. 19 Q: Could we see Exhibit 212, please? 20 21 (BRIEF PAUSE) 22 23 Q: Sir, do you see that on the screen 24 now? 25 A: Yes. 1859 1 Q: So here we see the first page of this 2 exhibit. And it appears to be an affidavit of Peter 3 McCallion, sworn August 24, 2009, is that correct? 4 A: Yes. 5 Q: This then is your affidavit? 6 A: Yes. 7 Q: And if we go to the final page of the 8 main part of the affidavit at page 18, below paragraph 9 76, we see a signature on the signature line, below which 10 is the name Peter McCallion, is that correct, sir? 11 A: Correct. 12 Q: Whose signature is that? 13 A: On the -- 14 Q: The -- 15 A: That's my signature. 16 Q: Right, on the right-hand side. And 17 who commissioned this affidavit, do you recall? 18 A: That would have Emilio. 19 Q: And it was apparently, as it recites 20 on the front page, sworn on August 24th, 2009, is that 21 right, sir? 22 A: Yes. 23 Q: Now, in terms of preparation of this 24 affidavit, Mr. McCallion, who prepared the affidavit? 25 A: I believe Emilio prepared the 1860 1 affidavit. 2 Q: When did that take place, to the best 3 of your knowledge? 4 A: Between August the 6th and the 24th. 5 Q: You've told us about going to a 6 meeting in early August. Is that the meeting of August 7 6th? 8 A: Yes, with Paliare Royale. 9 Q: Paliare Roland. 10 A: Oh, sorry. 11 Q: And that's a law firm in Toronto, is 12 that correct, sir? 13 A: Yes. 14 Q: Now, you -- you obviously swore this 15 in Mississauga on August 24th. Were there any meetings 16 between August 6th and August 24th? 17 A: None. 18 Q: Were you given a draft of the 19 affidavit to review? 20 A: Yes, I was. 21 Q: How many drafts of the affidavit did 22 you see? 23 A: At least two (2) that I'm aware of. 24 Q: Who provided the drafts to you? 25 A: Emilio provided them by email, I 1861 1 believe. 2 Q: And did you in fact review the 3 drafts? 4 A: Yes, I did. 5 Q: Do you recall making any revisions? 6 A: I made quite a few revisions. I 7 don't recall what they were at this point. 8 Q: Did you retain copies of any of the 9 drafts -- 10 A: No, I -- 11 Q: -- either of the drafts? 12 A: No, I did not. 13 Q: Prior to signing the affidavit on 14 August 24th, 2009, did you ever sit down and discuss this 15 affidavit with anyone? 16 A: I didn't sit down and discuss it with 17 anybody. 18 Q: Now, if we go back to the first page 19 of this affidavit, Mr. McCallion, and in particular, 20 we'll focus on paragraph 1, we see that it says this: 21 "I am a registered real estate agent by 22 profession and have worked in that 23 capacity in the City of Mississauga, 24 the City, for over twenty-five (25) 25 years. 1862 1 I am one of the principals of World 2 Class Developments Limited, WCD." 3 Have I read that correctly, Mr. McCallion? 4 A: Correct. 5 Q: Now, this term, "principal," is that 6 a term that you use, sir, in your ordinary language? 7 A: No, it's not. 8 Q: Now, you've told me that you didn't 9 sit down and discuss the affidavit with anyone prior to 10 signing it. After signing it, did you discuss this 11 affidavit with anyone? 12 A: After signing it? 13 Q: Yes. 14 A: No. 15 Q: All right. I'm not talking about 16 August 24th. Subsequently, did someone come -- did -- 17 did -- did concerns come to your attention about this 18 affidavit? 19 A: Yes. My mother phoned me one day and 20 said -- says, You're a principal. I says, Where? She 21 said, On the front page. 22 Q: Right. So we'll come back to that in 23 a moment. Had you previously let your mother know that 24 you were being asked to provide an affidavit? 25 A: I mentioned it on the phone to her 1863 1 once that I -- they asked me to provide an affidavit, and 2 I did mention that there were a lot of changes to it that 3 I had to make. I didn't mention what they were. 4 Q: And to be specific about it, prior to 5 signing the affidavit on August 24th, when you were still 6 dealing with revisions, did you discuss the contents of 7 the affidavit with your mother? 8 A: No, I did not. 9 10 (BRIEF PAUSE) 11 12 Q: When you swore this affidavit on 13 August 24th, who was present when you did that? 14 A: Emilio and myself, and I think Tony 15 was there. 16 Q: And, Mr. McCallion, as of August 17 24th, 2009, did you understand you were a principal of 18 World Class Developments? 19 A: No, I did not. 20 Q: How do you account for the fact that 21 paragraph 1 of this affidavit contains the statement: 22 "I am one (1) of the principals of 23 World Class Developments Limited." 24 I simply missed it. I corrected the first 25 half of the sentence, because I believe Emilio had me in 1864 1 there for thirty-five (35) years as a real estate agent. 2 So I corrected that, and then I stopped reading, and I 3 went to page 2. 4 Q: Prior to signing the affidavit on 5 August 24th, did you discuss the meaning of the word 6 "principal" with Mr. Bisceglia or anyone else? 7 A: I didn't discuss it with anybody. 8 Q: Now, you've told me that your mother 9 contacted you afterwards, after August 24th, apparently, 10 and said, Well, it -- you're a principal, or something to 11 that effect; is that right? 12 A: Correct. 13 Q: Do you know how your mother became 14 aware of what this affidavit said? 15 A: I'm not exactly sure. It could have 16 been somebody at the City. I'm -- I can speculate. 17 Q: I won't ask you to speculate, Mr. 18 McCallion. Thank you. 19 Now, when your mother raised the word 20 "principal" with you, did you have any understanding -- 21 you've told me it's not a word you use in everyday 22 conversation. 23 A: No. 24 Q: But, did you have an understanding as 25 to what "principal" meant?
1865 1 A: To me it meant an ownership. 2 Q: At the time, did you think you were 3 an owner? 4 A: No, I did not. 5 Q: What did you do after this 6 conversation with your mother? 7 A: I phoned Emilio and said, We need to 8 correct the affidavit, because it says I am a principal, 9 where I am not. 10 Q: Did Mr. Bisceglia do anything in 11 response to that request? 12 A: He was downtown at the time, so he 13 instructed his office to type it up, which he did. 14 Q: Can we go to Exhibit 206, please. 15 What I show you now, Mr. McCallion, is Exhibit 206, which 16 appears to be an affidavit sworn by you. 17 And if we look at the second page, we see 18 that it was apparently on September 11th, 2009, is that 19 correct, sir? 20 A: That is correct. 21 Q: Now, you told me that Mr. Bisceglia 22 had prepared this but that he was downtown, is that 23 correct? 24 A: In discoveries over something else, 25 so he was unable to commission it. 1866 1 Q: Pardon me. He asked -- Mr. Bisceglia 2 asked his staff to prepare it, might be the -- 3 A: Correct. 4 Q: -- correct -- 5 A: Correct, yes. 6 Q: -- way to put that. So we don't know 7 who at Mr. Bisceglia's office prepared this -- 8 A: Oh, we -- I don't know that. 9 Q: -- affidavit, is that correct? 10 A: No. 11 Q: Thank you. I may have -- I may have 12 misled you in trying to summarize your testimony. 13 So we see that this affidavit then was 14 commissioned by someone at another law firm, Danson 15 Schwarz Recht, is that correct, sir? 16 A: Correct, yes. 17 Q: And why did you have your affidavit 18 commissioned there? 19 A: I know them very well. 20 Q: Now, before you swore this affidavit 21 on September 11th, did Mr. Bisceglia ever suggest to you 22 that he had documents or that he believed you were indeed 23 a -- a principal or owner of WCD? 24 A: No. 25 Q: Did Mr. Bisceglia ever express any 1867 1 concern about you wanting to swear a revised affidavit? 2 A: Not that he told me. 3 Q: I understand that you signed a 4 further affidavit on September 15th, 2009, is that 5 correct, Mr. McCallion? 6 A: Correct, yes. 7 Q: And in that respect, I show you 8 Exhibit 207. And if we go to the second page, we'll see 9 that this was apparently signed by you on September 15th, 10 2009, is that correct, sir? 11 A: Correct. 12 Q: Where did you have this affidavit 13 commissioned? 14 A: At the same place in Brampton. 15 Q: And we can now actually read the 16 stamp. It says: 17 "Heather Welner --" 18 A: Welner. 19 Q: 20 "-- a commissioner, Province of 21 Ontario, for Danson Schwarz Recht, 22 LLP." 23 Is that correct, sir? 24 A: Correct. 25 Q: Now, Mr. McCallion, why did you find 1868 1 it necessary to swear a -- a further affidavit? 2 A: I believed it wasn't clear, the first 3 one, that the September 11th affidavit was not clear and 4 specific. So I wanted to be a little more specific, as I 5 am not a principal of WCD. 6 Q: So what you're referring to is the 7 statement: 8 "I am preparing this affidavit to amend 9 paragraph 1 of my affidavit sworn on 10 August 24, 2009. The second sentence 11 of paragraph 1 of this affidavit, which 12 reads, quote: 'I am one of the 13 principals of World Class Developments 14 Limited (WCD),' should be deleted, as 15 it is not true." 16 Pardon me, I should have said "end quote" 17 after "World Class Developments, WCD": 18 "...is not true. I am not a principal 19 of WCD." 20 A: Correct. 21 Q: Did anyone speak to you about the 22 need for that clarification that you apparently felt was 23 necessary? 24 A: I believe my mother told me that it 25 needed to be more clarified. 1869 1 Q: Did she say why? 2 A: No, just more clarified. 3 Q: And to be clear about this, at the 4 time -- and now we're speaking of times; we're speaking 5 of August 24th, September 11th, and September 15th. 6 Did you believe you were a principal of 7 WCD on any of those occasions? 8 A: No, I did not. 9 Q: How would you have described yourself 10 at the time, in terms of your relationship with World 11 Class Developments? 12 A: At the time, I was basically acting 13 as real estate agent and the promoter of the development, 14 visionary. 15 Q: Let me ask you this directly, Mr. 16 McCallion. Did you swear the September affidavits in an 17 attempt to minimize your role within World Class 18 Developments at your mother's request? 19 A: No. 20 Q: In fact, did you swear the September 21 affidavits because you wanted to minimize your interest 22 in WCD at all? 23 A: No, I did not. 24 Q: Now in retrospect, today, as we're 25 here on July 27th, 2010, knowing what you know now, what 1870 1 is your view of the accuracy of the first affidavit, the 2 August 24th affidavit? 3 A: Based on what I know today, I was a 4 principal. 5 Q: Why do you say that, sir? 6 A: By way of the trust declaration. 7 Q: I'm turning now to the final area 8 that we'll cover today, Mr. McCallion, and that is the 9 settlement of the OMERS and World Class Developments 10 litigation. 11 Did you play any role in facilitating that 12 settlement, sir? 13 A: I arranged a meeting between Tony 14 DeCicco and Dave O'Brien. 15 Q: Can you tell me how that came about, 16 please? 17 A: Well, it was at a TACC golf dinner at 18 TACC, and Dave O'Brien was there. And he came to me and 19 said, I hear you're having difficulties with OMERS; can I 20 help. 21 Q: Pardon me, did you tell me when this 22 was? 23 A: It'd be in July, but I don't have a 24 date. 25 Q: In July of 2009 though? 1871 1 A: 2009, yes. 2 Q: Right. 3 A: Or June. It could have been the end 4 of June. I don't remember when the date of the golf 5 tournament was. 6 Q: Fair enough. Now, I'd interrupted 7 you. You were saying that Mr. O'Brien approached you at 8 this charity golf tournament. 9 A: Correct. And he said if he could 10 help to settle the differences. I says, Okay, I will 11 arrange a meeting with Tony and yourself and see if 12 something can be settled. 13 Q: Did you attend that meeting? 14 A: Yes, I did. It was a breakfast 15 meeting. 16 Q: Where did it take place? 17 A: Sunset Grill in Mississauga. 18 Q: Was there a further meeting? 19 A: Yes, there was. 20 Q: Where -- 21 A: There was no resolution in the first 22 meeting. 23 Q: Fair enough. And then there was a 24 further meeting, and where was it? 25 A: That was at the Delta Hotel in 1872 1 September. I don't have the exact date. 2 Q: Now, you attended that meeting as 3 well? 4 A: Yes, I did. 5 Q: So you've told me your role was 6 facilitating settlement by arranging meetings, is that 7 right? 8 A: That's correct. 9 Q: Did you play any other role at the 10 meetings themselves? 11 A: No, I did not. 12 Q: From your observations, how close 13 were the parties in their positions? 14 A: They weren't close at the first -- 15 Q: Can you elaborate on that? 16 A: -- at the first or the second 17 meeting. Tony was, I believe, eight (8) or 10 million, 18 and I think David had maybe mentioned 2 million or 19 something. I don't really -- exact -- know the number. 20 Q: Did Mr. DeCicco talk to you about the 21 final settlement terms? 22 A: No, he didn't. 23 Q: Did Mr. Bisceglia? 24 A: No, he did not. 25 Q: Did Mr. O'Brien? 1873 1 A: No, he did not. 2 Q: Did you expect to be consulted about 3 the final settlement terms? 4 A: No, I did not. 5 Q: Did you sign any of the settlement 6 documents? 7 A: No, I did not. 8 Q: Were you asked to sign anything? 9 A: No, I wasn't. 10 Q: Now, in September, we -- we know that 11 this actually settled, I believe, September 11th, 2009. 12 When this matter settled, did you expect 13 to receive a part of the proceeds of the settlement? 14 A: No, I expected to receive the money 15 that I had put in, though, and the loan to TACC to be 16 paid. 17 Q: When you refer to the money that 18 you'd put in, I take it you're referring to the -- the -- 19 the three (3) loans, the -- the TACC loan and the two (2) 20 other loans -- 21 A: Correct. 22 Q. -- is that right? 23 A: Yes. 24 Q: That we've cover -- 25 A: Minus whatever I took out already. 1874 1 Q: And we've covered those in the course 2 of -- 3 A: Yes. 4 Q: -- my questions of you this morning, 5 is that fair? 6 A: Correct, yes. 7 Q: And that was your expectation in 8 September of 2009 in relation to payments from World 9 Class Developments. 10 Today, July 27th, 2010, do you expect to 11 receive any payment from World Class Developments, Mr. 12 McCallion? 13 A: No, I do not. 14 Q: Any payment apart from, perhaps, 15 repayment of the loan? 16 A: Oh, repayment of the loans for sure. 17 Anything above that, I'm not expecting anything. 18 Q: Thank you very much, Mr. McCallion. 19 Those are my questions. 20 21 (BRIEF PAUSE) 22 23 COMMISSIONER DOUGLAS CUNNINGHAM: Mr. 24 McDowell? 25 MR. WILLIAM MCDOWELL: There's been some 1875 1 discussion among counsel as to the order. I wonder if it 2 might make sense to have some of the questioners who've 3 indicated they're going to be fairly brief go now. 4 Messrs. Jack and Barrack, I gather, have a 5 few questions. 6 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 7 MR. WILLIAM MCDOWELL: And perhaps Ms. 8 Rothstein, if we get there. 9 MS. LINDA ROTHSTEIN: Yes, Your Honour. 10 I only have a few questions, but I'd actually like a 11 brief opportunity just to speak to someone before I ask 12 those questions. 13 COMMISSIONER DOUGLAS CUNNINGHAM: All 14 right. Well, why don't we -- Mr. Jack or Mr. Barrack, if 15 they're ready to proceed, why don't we do that. 16 MR. WILLIAM MCDOWELL: Sure. 17 MR. DON JACK: Thank you. 18 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 19 you, Mr. Jack. 20 MR. DON JACK: Thank you. 21 22 CROSS-EXAMINATION BY MR. DON JACK: 23 Q: Mr. McCallion, my name is Don Jack, 24 and I represent 156 Square One Limited. 25 A: Oh, yes. 1876 1 Q: Thank you. Now, you have been active 2 as a registered real estate agent in the Mississauga area 3 for many years? 4 A: Yes. 5 Q: And active, particularly in more 6 recent years, as a commercial real estate agent? 7 A: Correct. 8 Q: And well known in that capacity? 9 A: As well known as you can be. 10 Q: Yes. And there was no secret, of 11 course, about your role as agent on the WCD transaction, 12 correct? 13 A: Yes. 14 Q: You were not, of course, being paid 15 by my client or any of the vendors? 16 A: Correct. 17 Q: And there was never any question of 18 that, was there? 19 A: In the beginning, I was hoping that, 20 yes; but in the end, they didn't want to. 21 Q: Yes. Mr. Lusk made it clear that you 22 would not be paid -- 23 A: Yes. 24 Q: -- by my clients, correct? 25 A: Correct. 1877 1 Q: Yes. And as the agent on the 2 transaction, you were to be paid only if the transaction 3 closed, correct? 4 A: If there was commission on the 5 transaction, yes. 6 Q: Yes. And for that to happen, the 7 transaction actually had to proceed to a closing, would 8 it not? 9 A: Correct. 10 Q: Yes. And you were to be paid, in 11 that event, the usual agent's fee, correct? 12 A: (NO AUDIBLE RESPONSE) 13 Q: You have -- 14 A: Correct. 15 Q: -- to give me verbal answer. 16 A: Yes, yes. Correct. 17 Q: Thank you. And that would be quite 18 different, would it not, from sharing in the ultimate 19 profits of the development, were it to be a success, 20 correct? 21 A: Correct. 22 Q: Those profits, if the venture were to 23 be a success, would very likely exceed the normal agent's 24 fee that you might get? 25 A: I would believe that to be true. 1878 1 Q: Yes. In addition to that, unless you 2 were to disclose any proprietary interest you had, that 3 interest would remain unknown, wouldn't it? You would 4 simply be known as the agent on the deal? 5 A: Well, if there was no payment on 6 commission, there is no agent then. 7 Q: No. But if we were to suppose for a 8 moment, just for the purposes of these questions, that 9 you had an interest beyond merely being the agent, as 10 you've described -- 11 A: Correct. 12 Q: -- unless that were specifically 13 disclosed, it would not be known, correct? 14 A: I believe that to be true. 15 Q: Yes. And you disclosed no such 16 interest, if you had one, to my clients particularly, did 17 you? 18 A: No, I did not. 19 Q: In fact, with the exception of 20 attending meetings at Page & Steele -- those were the 21 architects which we've heard about from Mr. Lusk, which 22 was relatively early in the process -- you never actually 23 met with any representatives of my clients, did you? 24 A: Prior -- well, at what stage are we 25 at now? 1879 1 Q: Well, Mr. Lusk, as you may know, is a 2 real estate consultant. 3 A: Yes. 4 Q: The evidence has been that he was 5 acting for my clients. And the evidence has been that 6 you were at a Page + Steele meeting, or meetings, 7 relatively early in the process. 8 A: Correct. 9 Q: Yes. Aside from that occasion, I'm 10 suggesting to you that you never actually attended any 11 meetings with anybody who could be said to be a 12 representative -- 13 A: No, I -- 14 Q: -- of my clients. 15 A: You're right. 16 Q: You -- 17 A: No, I did not. 18 Q: You agree with that. 19 A: Yes. 20 Q: You never sent my clients anything, 21 did you? 22 A: No. 23 Q: No. And it seems -- correct me if 24 I'm wrong about this, but it seemed, in answer to 25 questions from Mr. Gover, that you didn't actually know 1880 1 about the existence of my clients for quite some time as 2 this matter progressed. 3 A: Correct. 4 Q: And as far as you are aware, sir, my 5 clients would have had no reason to think of you as 6 anything other than a normal real estate agent in this 7 transaction. Would you agree -- 8 A: Correct. 9 Q: -- with that? Now, one thing I want 10 to make clear, because it's going to be important as we 11 proceed, is it your position that you never told OMERS, 12 or Oxford, or any person representing them, that you were 13 off the file? 14 A: I don't recall that, no. 15 Q: Is it your position that, as far as 16 you know, you did not convey any such statement to the 17 Mayor herself? 18 A: I don't recall that, no. 19 Q: And as far as you know, she did not 20 convey any such information to OMERS/Oxford. 21 A: I do not know that. 22 Q: You know of no occasion when she did 23 that. 24 A: I know of no occasion of her 25 conveying that to anybody. 1881 1 Q: Yes. And do you have any 2 observations at all as to why OMERS/Oxford would have 3 conveyed to my clients that you were off the file on 4 December 16, 2008? 5 A: No, I do not. 6 Q: Thank you. No further questions. 7 8 (BRIEF PAUSE) 9 10 CROSS-EXAMINATION BY MR. MICHAEL BARRACK: 11 Q: Mr. McCallion, my name's Michael 12 Barrack, and I act for OMERS. 13 A: Oh, thank you. 14 Q: Now, the answers that you just gave 15 with respect to AIM, I take it you never told anyone at 16 OMERS you were anything other than a broker. 17 A: Yes. 18 Q: You say, "Yes." You -- you didn't -- 19 A: I -- 20 Q: -- tell anybody. 21 A: I didn't tell anybody. 22 Q: And throughout the piece, the only 23 time you've told us that you had a meeting of any 24 substance was this meeting on October 23, 2008. 25 A: Yes. 1882 1 Q: And other than that, you never came 2 close to negotiating anything -- 3 A: No, I didn't. 4 Q: -- with OMERS or Oxford. 5 A: No, I did not. 6 Q: And in fact, at that meeting, you 7 delivered a letter, and it was a letter from Mr. DeCicco. 8 A: Correct. 9 Q: And -- and, in fact, Mr. DeCicco was 10 the person at that point that was negotiating principally 11 on behalf of WCD. 12 A: That's correct, yes. 13 Q: And earlier, in the striking of the 14 Agreement of Purchase and Sale, Mr. Cook was the person 15 who negotiated on behalf of WCD. 16 A: Yes, completely. 17 Q: And in terms of the amendments to the 18 Agreement of Purchase and Sale, that was Mr. DeCicco? 19 A: I believe so, yes. 20 Q: Right. And on the termination of the 21 Agreement of Purchase and Sale, that was Mr. DeCicco. 22 A: Correct. 23 Q: And similarly, with respect to the 24 settlement of the lawsuit, that was you. You spoke to 25 Mr. O'Brien about arranging some meetings, but you did 1883 1 not do the negotiating. 2 A: I did not, no. 3 Q: And that was Mr. DeCicco that did the 4 negotiating regarding the settlement of the lawsuit. 5 A: Correct. 6 Q: So that from the OMERS or Oxford 7 perspective throughout, they would -- if -- if they 8 concluded that you were in fact the broker on the deal, 9 that would have been consistent with your view of your 10 role on the deal at that point in time. 11 A: Correct. 12 Q: Thank you. Those are my questions. 13 14 (BRIEF PAUSE) 15 16 COMMISSIONER DOUGLAS CUNNINGHAM: Yes? 17 MR. WILLIAM MCDOWELL: I wonder if we 18 could break now, because that will allow Mr. Rothstein to 19 consult with the person she needs to consult with? 20 COMMISSIONER DOUGLAS CUNNINGHAM: You 21 need some time to speak to someone? 22 MS. LINDA ROTHSTEIN: I would appreciate 23 it if we could -- 24 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 25 Why don't we break now and come back at two o'clock. 1884 1 MR. WILLIAM MCDOWELL: Thank you. 2 COMMISSIONER DOUGLAS CUNNINGHAM: Thanks. 3 THE COURT CLERK: Order. All rise, 4 please. The Inquiry stands recessed till two o'clock. 5 6 --- Upon recessing at 12:23 p.m. 7 --- Upon resuming at 2:09 p.m. 8 9 THE COURT CLERK: Order. All rise, 10 please. The Inquiry's reconvened. Please be seated. 11 MS. LINDA ROTHSTEIN: Good afternoon, 12 Commissioner. 13 COMMISSIONER DOUGLAS CUNNINGHAM: Good 14 afternoon. 15 16 CROSS-EXAMINATION BY MS. LINDA ROTHSTEIN: 17 Q: Good after, Mr. McCallion. I'm Linda 18 Rothstein. We met this morning. 19 A: Yes. 20 Q: I think you know I act for World 21 Class Developments and Mr. DeCicco. And I think you know 22 that my firm is Paliare Roland. I know it's hard to say. 23 And I think that you met two (2) of my colleagues last 24 summer, Ms. Margaret Waddell and Mr. Jean-Claude Killey; 25 is that right?
1885 1 A: Correct. 2 Q: Okay. And indeed, am I correct that 3 you met them when you first discussed WCD's litigation 4 with OMERS at Mr. Bisceglia's office last August, is that 5 right? 6 A: Yes. 7 Q: Do you know the date of that meeting, 8 Mr. McCallion? 9 A: I -- I do now, but I didn't remember 10 it. I believe it's August the 6th. 11 Q: Right. And am I right as well that 12 my colleagues, Ms. Waddell and Mr. Killey, were in 13 attendance at that meeting with you -- 14 A: Yes. 15 Q: -- Mr. DeCicco, and Mr. Bisceglia? 16 A: Yes. 17 Q: And as between Mr. Bisceglia and my 18 firm, I take it you don't really know who had the greater 19 role in the preparation of your affidavit or any of the 20 affidavit materials that were -- 21 A: No. 22 Q: -- filed on behalf of WCD, is that 23 fair? 24 A: That is fair. 25 Q: All right. So when you say that you 1886 1 believe that Mr. Bisceglia prepared it, is that really 2 more in the way of an assumption than actually... 3 A: I had no knowledge. 4 Q: Okay. Now, dealing with the events 5 that followed your swearing of your affidavit on August 6 24th, 2009 -- because we know that's the date that it was 7 ultimately sworn -- you've told your counsel, Mr. Gover, 8 that sometime after that, it was brought to your 9 attention by your mother that the word "principal" had 10 been used to describe your role in WCD. You told us 11 about that this morning. 12 A: Yes. 13 Q: Okay. And as a result of that 14 conversation, you saw fit to make a change to your 15 affidavit, right? 16 A: Correct. 17 Q: All right. And in order to do that, 18 you attended at Mr. Bisceglia's office. 19 A: Correct. 20 Q: And am I correct, sir, that you 21 attended at Mr. Bisceglia's office on September the 11th 22 of 2009? 23 A: Yes. 24 Q: All right. Am I correct, sir, that 25 Mr. Bisceglia himself was not in the office; he was 1887 1 downtown doing an examination for discovery? 2 A: Yes. 3 Q: All right. And so you spoke to his 4 staff, a member or two (2) of his staff. 5 A: I spoke to Emilio. 6 Q: All right, you first spoke to Emilio. 7 A: And then he said, Go to the office, 8 and they will prepare it for you. 9 Q: Okay. So -- but he didn't know at 10 the time what you were contemplating doing. He simply 11 knew that you wanted to make a change. Am I correct 12 about that? 13 A: I believe I explained it to him. 14 Q: Okay. I anticipate, sir, that Mr. 15 Bisceglia will be filing an affidavit in this 16 proceedings. And his evidence is that he didn't in fact 17 know what you were contemplating, but he said, Go speak 18 to my staff, and if they can assist you, by all means. 19 Does that accord with your recollection? 20 A: Not completely. 21 Q: All right. In any event, you went to 22 his office. You instructed his staff to make a change to 23 the affidavit by deleting the word "principal" and saying 24 that that should be deleted from your affidavit, is that 25 right? 1888 1 A: It was deleted, yes. 2 Q: And then am I correct that in the -- 3 in the end result, after having instructed his staff to 4 do that, his staff told you that they would not 5 commission your affidavit? 6 A: I didn't ask the staff to. I assumed 7 Emilio was not there, so I had to find someone else. 8 Q: All right. So you don't know 9 anything about whether Mr. Bisceglia in fact instructed 10 his staff not to commission your proposed affidavit. 11 A: No, I do not know that. 12 Q: All right. And you then took the 13 affidavit, and you didn't expect it to be commissioned in 14 Mr. Bisceglia's office. 15 A: Correct. 16 Q: All right. And then you told your 17 counsel that you then went to another lawyer's office and 18 had it commissioned. 19 A: Correct. 20 Q: Right. Okay, those are all my 21 questions for you, sir. 22 A: Thank you. 23 Q: Thank you very much. 24 A: Thank you. 25 1889 1 (BRIEF PAUSE) 2 3 CROSS-EXAMINATION BY MR. WILLIAM MCDOWELL: 4 Q: So, Mr. McCallion, as you know, I'm 5 Will McDowell. I'm Commission counsel. 6 A: Yes. 7 Q: And we've met a number of times. 8 A: Yes, quite a few. 9 Q: It's the nature of these things, I 10 guess. You're in -- I took from your evidence that 11 you're in very close contact with your mother, the Mayor. 12 13 A: Quite often, until the Inquiry, of 14 course. 15 Q: So if you go back to 2007, 2008, 16 2009, at that point, you were driving her to various 17 functions? 18 A: Yes. 19 Q: You accompanied her at functions? 20 A: At some of them, yes; not all. 21 Q: And you do various things around the 22 house for her, cleaning the -- the pond -- 23 A: Yes. 24 Q: -- and cleaning the pool, I take it. 25 A: Sometimes. The pond takes more work. 1890 1 Q: Right, but you're in -- you're in 2 touch with her -- you were in touch with her daily, I 3 take it. 4 A: Daily almost, yes. 5 Q: And you're still in touch with her a 6 lot now, I hope. 7 A: Well, a lot, yeah. 8 Q: But back then you were in touch every 9 -- every day with her. 10 A: Nearly. 11 Q: And recapitulating your evidence from 12 this morning, as I made a note of it, it's your evidence 13 that as far as you know, you did not realize that -- that 14 she did not realize that you were anything but a real 15 estate agent in this deal. 16 A: Correct. 17 Q: Until relatively recently. 18 A: Until relatively recently. 19 Q: And just -- we'll -- we'll go back 20 over this, but again, taking your evidence from this 21 morning, your evidence is that today you understand that 22 you are a principal of WCD. 23 A: Correct. 24 Q: In fact, you're the beneficial owner 25 of shares of WCD. 1891 1 A: Yes. 2 Q: But that you didn't realize that 3 through 2007 and 2008. 4 A: That is right. 5 Q: Right, and that that was the case, 6 notwithstanding, that you had invested thirty thousand 7 (30,000) plus seventy-three thousand (73,000) plus fifty 8 thousand (50,000) in the company. 9 A: Correct. 10 Q: So a hundred and fifty three thousand 11 five hundred (153,500). 12 A: I didn't invest it. I loaned it. 13 Q: You loaned it. Fair enough. You had 14 signed a promissory note wherein you represented that you 15 had authority as a signing officer. 16 A: Correct. 17 Q: Right. You had received living 18 expenses from the company. 19 A: Well, from the money I put in, I 20 wanted some of it out to pay for living expenses, right. 21 Q: You put -- you put money in, you got 22 money out of the company. Last week, I believe we showed 23 you a document which appears to indicate that your 24 colleagues at WCD were, in fact, marketing the company on 25 the basis that you were a part owner. 1892 1 A: I didn't know that. 2 Q: You didn't know that at the time, but 3 that -- it appears that that's what they were doing. 4 A: It appears that way, yes. 5 Q: Right. And, sir, I -- I believe that 6 Mr. Cook will come here and say that he thought that you 7 were his partner. 8 A: I can't answer that. 9 Q: Similarly, Mr. Couprie, you don't -- 10 A: Mr. Couprie was his partner, in my 11 opinion, at the time. 12 Q: Right, and as we now know, you were 13 in an ownership position of the company, as was Mr. 14 Couprie at that period of time. 15 A: Yes. 16 Q: Now, if we could turn up Affi -- 17 sorry -- Exhibit 212, which is your August 24th 18 affidavit. So just scrolling down and going to paragraph 19 4. 20 So on paragraph 4, you say that in 21 2004/2005 you became interested in developing Blocks 9 22 and 29. 23 A: Yes. 24 Q: Nine (9) being the south block, 25 twenty-nine (29) the north block. 1893 1 A: Yes. 2 Q: On behalf of one of my clients, you 3 say, Leo Couprie? 4 A: Yes. 5 Q: In fact -- well, I appreciate that 6 this affidavit was sworn for a particular purpose. 7 Taking from your evidence this morning, your involvement 8 with this piece of land goes back to 2002. 9 A: Correct. 10 Q: Right. And in 2002, you were put in 11 contact with some Chinese investors. 12 A: Correct. 13 Q: And this was a Mr. Shim? 14 A: Yes. 15 Q: And then you travelled to China. Was 16 it for the sole purpose of -- of having a meeting about 17 these lands? 18 A: Yes. 19 Q: And you met with a number of 20 investors, including the Marble King. 21 A: Yes. 22 Q: Right. And it's my understanding 23 that you also met the Tin King on this voyage. 24 A: Not on that specific trip. That was 25 another trip. 1894 1 Q: Another trip. But these -- these 2 were obviously men of considerable means. 3 A: Oh, yes. 4 Q: Right. Who were -- the hope was that 5 they were going to develop a hotel and condo development 6 on these lands -- 7 A: Correct. 8 Q: -- nine (9) and twenty-nine (29)? 9 A: Yes. 10 Q: Nine (9) and twenty-nine (29) have 11 been described to us as the last best piece of land in -- 12 in downtown Mississauga. 13 A: I would have said the same. 14 Q: Okay. And in addition to that, in 15 2004 you met a group of Korean investors, is that -- 16 A: Yes. 17 Q: -- true? And you made a proposal 18 with Mr. Moldenhauer? 19 A: Correct. 20 Q: And that took some time to work its 21 way through, but in the end that -- that was not 22 successful. 23 A: Correct. 24 Q: So in 2004/2005, you're continuing 25 what is by now about a three (3) year project to try and 1895 1 do something on these lands. 2 A: Well, prior to -- well, the time 3 between Mr. Shim and the Koreans, there was nothing being 4 done. 5 Q: Fair, but -- but this is something 6 that you began in 2002, and you're continuing in 7 2004/2005? 8 A: Yes. 9 Q: And then carrying onto paragraph 5, 10 you say that: 11 "I knew that the City had developed an 12 overall concept for how it wanted lands 13 in the City Centre to be developed to 14 make the City Centre more of a 15 destination location." 16 Nothing secret about that. That was in 17 official documents from the City going back to 1994. 18 A: I don't know the dates, but, yes. 19 Q: And this is something -- you carry on 20 in that paragraph. You say: 21 "I believe that incorporating a hotel 22 and convention centre into a 23 development designed for the lands 24 would be essential in order to get City 25 approval for any development in the 1896 1 lands." 2 Right? 3 A: That's what it says. 4 Q: That's what it says. In fact, that's 5 what you believed. 6 A: I believed you needed a hotel beside 7 the Living Arts Centre. 8 Q: Right. Because this was an important 9 public project for the City. 10 A: Yes. 11 Q: And it -- it had been identified in 12 that way for some time. 13 A: Yes. It was well known. 14 Q: Now, I take it, following on from 15 that, that you aware that this was your mother's goal as 16 well on behalf of the City. 17 A: As well. 18 Q: Right. This was something that she 19 had campaigned for for some time. 20 A: Yes, but it wasn't her exclusive 21 idea. 22 Q: No. I mean, the City -- City council 23 had signed on, I gather, back in the '90s. 24 A: I don't know when they signed on with 25 it, but -- 1897 1 Q: And it's my understanding -- 2 A: -- everybody -- 3 Q: -- that you -- you heard her at times 4 give speeches on this issue, and -- 5 A: Yes. 6 Q: -- and so this was something that 7 wasn't particularly secret. Now, your evidence from this 8 morning was that you -- you have a close family. 9 You speak, as I gather, five (5) or six 10 (6) times a week to your mother. 11 A: Yes. 12 Q: You said that you have to answer the 13 question whether you're working or not at any given time. 14 A: She likes -- 15 Q: Familiar maternal topic, I guess. 16 A: She likes to drive you. 17 Q: And you -- as I understood your 18 evidence, you spoke about what you were up to, what you 19 were working on, almost every time you saw her? 20 A: Well, not specific, but in general. 21 Q: In general. 22 A: Yes. 23 Q: What are you working on, that kind of 24 thing. 25 A: Yeah. 1898 1 Q: And so may I assume that when you 2 went to China on this project, that's something that you 3 would have mentioned to her. 4 A: Yes. 5 Q: Right. And when you're in touch with 6 the Korean investors, that's something that you would 7 have mentioned to her. 8 A: Probably. More so the Chinese than 9 the Koreans. 10 Q: So when you get up to paragraph 6 in 11 the affidavit, you say that you approached the applicants 12 -- and I'm skipping some of the words -- who were the 13 owners of the lands: 14 "...through their property manager 15 Oxford, namely Mr. Michael Nobrega, 16 with a rough proposal." 17 You're taking the idea which you have had 18 in mind to put a hotel and conven -- and condos on this 19 land, and you're taking that directly to Mr. Nobrega. 20 A: No, I phoned Mr. Nobrega to find out 21 who I would have to take it to at OMERS -- or Oxford, 22 sorry. 23 Q: All right. But you started -- 24 A: Because I didn't know who to deal 25 with there. 1899 1 Q: But the one (1) person that you knew 2 there, fortuitously, was Mr. Nobrega. 3 A: Correct. 4 Q: And you knew him from functions, and 5 I assume that you -- you have to say "yes" or "no" for 6 the record. 7 A: Yes. Yes. 8 Q: And I assume that you met him through 9 your mother at one (1) of these functions? 10 A: Oh, for sure. 11 Q: Right. And you took this idea of 12 developing these lands, and -- and as I say, you started 13 with him, and then he put you on to the right person at 14 Oxford? 15 A: He put me to the right person at 16 Oxford. 17 Q: Then at paragraph 7 you say that: 18 "OMERS was sufficiently interested in 19 my rough proposal, that I concluded 20 that a deal could likely be struck with 21 the vendors, so I began assembling a 22 development team, including architects, 23 planners, and hotel consultants. " 24 A: Yes. 25 Q: That's true? 1900 1 A: Basically. 2 Q: Basically. But it was you who was 3 there first, and then you assembled the team? 4 A: Yes. 5 Q: Yeah. 6 A: Well, Mr. Couprie was already there 7 because he had the money. 8 Q: Well, let's just back up. You had 9 the idea, if I can put it that way -- 10 A: I had the idea. 11 Q: Right. And let me just finish this. 12 You began in 2002 to promote the idea. You went to one 13 (1) group, and then in 2004/2005 to another group. 14 A: Correct. 15 Q: And then you went to the land owner? 16 A: No, I went to Mr. Couprie first. 17 Q: Okay. Let's -- I wasn't clear about 18 that. So you went to Mr. Couprie -- is it Couprie or Co 19 -- Couprie? 20 A: Couprie. 21 Q: All right. So you went to Mr. 22 Couprie, and you wanted to ensure that he would put 23 something substantial under the project? 24 A: Correct. 25 Q: Right. But again, this wasn't -- 1901 1 A: As to him, I had nothing to go with. 2 Q: Right. But you were putting the 3 project together? 4 A: I was putting it together, but 5 without him, I couldn't do it. 6 Q: Fair enough. But when you said in 7 the affidavit that you were doing this on behalf of one 8 (1) of your clients, this is paragraph 4, Leo Couprie, in 9 fact, that's -- three (3), sorry -- that's not -- four 10 (4). 11 In fact, that's not really what I've heard 12 you describe today. I'm not being critical, but what -- 13 what I'm hearing today is that you were the proponent of 14 the proposal; he was going to invest in it. 15 A: Well, you have to go back to the 16 Koreans; they were going to finance it. Then I needed -- 17 they wanted me to put a team together so that they could 18 finance it. So I needed financing and I needed someone 19 to negotiate the agreement. 20 Q: All right. But Mr. Couprie, I 21 gather, was going to be the investor? 22 A: Correct. 23 Q: Right. And otherwise, this was your 24 proposal; he is the investor, correct? 25 A: Yes. 1902 1 Q: And then WCD was incorporated, as I 2 understand it. If we then go back to your evidence from 3 this morning, you then got Mr. Cook involved, because he 4 had a lot of experience, and he knew how to negotiate 5 with the City. 6 Is that right? 7 A: No, with OMERS. 8 Q: All right. But, I mean, he knew how 9 to negotiate just generally? 10 A: Yes, right. 11 Q: And you wanted him to deal with -- 12 A: But specifically with -- 13 Q: the vendor -- 14 A: -- OMERS. 15 Q: All right. But again, you were there 16 first and then you got him involved? 17 A: Yes. 18 Q: All right. So let's look at Exhibit 19 258. 20 21 (BRIEF PAUSE) 22 23 Q: So this is written as of October 4th, 24 2005. Mr. Hagas (phonetic) and Mr. Latimer are emailing. 25 "We have been attempting to reach the 1903 1 proposed purchaser development partner 2 today." 3 And then it carries on: 4 "If you feel you need to communicate 5 further with Hazel, then you can advise 6 her that we are attempting to contact 7 Mr. Cook." 8 And then it carries on. So the contact 9 with Mr. Cook is in relation to a proposal of which you 10 are part? 11 A: I helped create. 12 Q: You're part of it? 13 A: What does "part" mean? 14 Q: Well, we'll go back over all of it. 15 You've been up -- you've been trying to get this up and 16 running for a number of years, with a number of proposed 17 financial partners? 18 A: Yes. 19 Q: In that sense you are part of it? 20 A: Okay. 21 Q: You are the proponent, if I can put 22 it that way? 23 A: I guess. 24 Q: Right. And so when -- when your 25 mother is in contact with OMERS about this issue, she's 1904 1 in contact with OMERS about a group of which you form 2 part -- 3 A: I was the instigator of the group, 4 yes. 5 Q: Right. Right. And you remained 6 involved in the group at this point? 7 A: Yes. 8 Q: Now, I take it that at that point Mr. 9 Cook is involved, Mr. Cook is a long-standing family 10 friend? 11 A: Yeah. 12 Q: He's a friend not only of you, but he 13 knew your father, and he knew your mother go -- knows 14 your mother from a long time back? 15 A: Yes. 16 Q: And I take it that the Mayor knew 17 that you were involved in some way in this project? 18 A: Yes. 19 Q: Right. You're talking to her all the 20 time of what you're up to; this would be one of the 21 topics for discussion? 22 A: Quite possibly. 23 Q: Now can we look at Exhibit 148 for a 24 second. 25 Now, this is an agreement that's signed at
1905 1 the bottom by Mr. -- Mr. Brown, Jared Brown (phonetic), 2 who incorporated WCD? 3 A: Yes. 4 Q: And this was an -- an earlier offer 5 that was presented; we heard some evidence about it 6 yesterday. I take it that you were aware of the contents 7 of this offer? 8 A: Yes. 9 Q: And did you give instructions with 10 respect to the price that was going to be offered? 11 A: I believe so. 12 Q: And can we find the date of this 13 offer? I think it's at the bottom. I understand that 14 it's -- 15 A: 2005 somewhere. 16 Q: March 21st of 2005. 17 COMMISSIONER DOUGLAS CUNNINGHAM: What 18 number is this again? 19 MR. WILLIAM MCDOWELL: 148, Commissioner. 20 MR. CLIFFORD LAX: Page 7. 21 MR. WILLIAM MCDOWELL: Page 7. Thanks. 22 23 (BRIEF PAUSE) 24 25 CONTINUED BY MR. WILLIAM MCDOWELL: 1906 1 Q: Can we advance it to page 7, or do we 2 just put the -- there we go. 3 So Mr. Brown has signed on behalf of World 4 Class, March the 21st, 2005? 5 A: Yes. 6 Q: He is the lawyer who -- who was 7 involved in the incorporation? 8 A: Correct. 9 Q: And for the time being, he's the -- 10 he's the shareholder, I take it? 11 A: Yes. 12 Q: Now, can we pull up Exhibit 261? 13 So going in the middle of the page there, 14 I think this follows on from what you've said: 15 "For your infor -- Hi Fred [it says], 16 Paul Haggis at OMERS. For your 17 information, I had a rather spirited 18 talk with Your Worship yesterday..." 19 I take it that's not out -- not out of 20 character for your mother to have a spirited talk with 21 somebody? 22 A: No. 23 Q: 24 "...about some land that Oxford has at 25 Square One. She is not happy that 1907 1 Michael Latimer is not selling the land 2 to her preferred group." 3 Again, the group at that point involves 4 you, and it involves Murray Cook? 5 A: And Leo Couprie. 6 Q: And Leo Couprie. And then at the end 7 of that paragraph -- although I did su -- he says: 8 "I should give the holding to Michael 9 Nobrega, who, of course, can do no 10 wrong, as far as she's concerned." 11 I take it that meets with your 12 understanding that she -- your mother and Le -- and Mr. 13 Nobrega have a good relationship? 14 A: I believe so. 15 Q: Right. 16 "I think I did a pretty good of doing - 17 - keeping my cool, although I did 18 suggest that threatening me was not a 19 good idea." 20 Were -- some allowance for colour here, 21 but did your mother tell you that she had had these 22 spirited conversations with -- 23 A: Not that I'm aware of, no. 24 Q: No. You've no recollection of that? 25 A: No. 1908 1 Q: Okay. Now, moving ahead, let's pull 2 up Exhibit 189. 3 So by this point, Mr. Cook has made an 4 offer, which has started the ball rolling, to build a 5 five-star hotel? 6 A: I believe it was four-star. 7 Q: Well, let's -- okay, let's go to 8 Exhibit 260 for a second. 9 So this is -- have you seen this one 10 before, December 12th, 2005? This is the offer signed by 11 Mr. Cook to Ron Peddicord. 12 A: Okay. I don't remember seeing it 13 specifically. 14 Q: So the third paragraph there: 15 "We'd originally proposed the freehold 16 purchases of three (3) parcels, one (1) 17 for a five-star hotel." 18 A: Okay. 19 Q: Right. And then appreciating that 20 things morph, it becomes two (2) parcels of a land and a 21 four-star hotel? 22 A: Correct. 23 Q: Okay. So let's look at Exhibit 189. 24 So, Mr. Gover took you to this one. The 25 agreement of purchase and sale is executed when relative 1909 1 to this. Is it January the 31st? 2 A: I believe, yes. 3 Q: And Mr. Couprie, if we look at the 4 passage here, is agreeing to lend the sum of seven fifty 5 (750), seven hundred and fifty thousand dollars 6 ($750,000), but then the triggering event in the next 7 paragraph appears to be: (as read) 8 "That upon Wold Class Developments 9 obtaining a financial partner, the 10 principal loan amount will be repaid." 11 So seven fifty (750) will go back to him, 12 and an additional seven hundred and fifty thousand 13 dollars ($750,000). 14 A: Correct. 15 Q: All right. So Mr. Couprie is going 16 to take some risk in this project, but if a -- if a big 17 financier is found, he gets a pretty good reward. 18 A: Correct. 19 Q: He can double his money. He might 20 double his money in twelve (12) months. 21 A: Yes. 22 Q: All right. And then the agreement 23 appears to contemplate the notion that the share is going 24 to be held in trust. 25 "This condition -- [this is the third 1910 1 paragraph.] This condition will remain 2 whether the shares of World Class 3 Development Limited are held in trust 4 or not by the lender." 5 Do you see that? 6 A: Which is the third paragraph? 7 Q: "The lender retains the exclusive 8 right;" do you see that one? 9 A: Oh, yes. Yes. 10 Q: And so you see there that there's a 11 notion that the -- the shares may be held in trust? 12 A: Yes, I see that. 13 Q: And then there's also an agreement 14 that security can be placed? 15 A: Yes. 16 Q: All right. Now, we've heard a bit 17 about the -- the setting in which this was witnessed. It 18 was witnessed by your mother? 19 A: Yes. 20 Q: At dinner? 21 A: At dinner. 22 Q: On the eve of both the Agreement of 23 Purchase and Sale being signed? Not by the --- 24 A: No. Whatever the date is on this 25 agreement. 1911 1 Q: But around that time? 2 A: It's around that time. 3 Q: It's been a long negotiation and it's 4 come to fruition? 5 A: Yeah. 6 Q: And it's also on the eve of you and 7 Mr. Couprie travelling to Asia? 8 A: Yeah. 9 Q: And is it to China this time, or to 10 somewhere else? 11 A: I think it was Vietnam, Thailand, and 12 China. 13 Q: Right, so a longish trip, I take it. 14 A: Ten (10) days. 15 Q: And this is at Pier 4 on the 16 waterfront? 17 A: Yes. 18 Q: I'm not all that familiar with 19 waterfront restaurants. Is this a -- like, a dark one, 20 or a light one, or...? 21 A: It tends to be dark. 22 Q: It tends to be dark. And so there's 23 you, and your mother, and Mr. Couprie, and you need a 24 witness, and so your mother agrees that she will be the 25 witness. 1912 1 A: Yes. 2 Q: But you've told us that Mr. Couprie's 3 wife is also there. 4 A: Yes. 5 Q: Right. So she could have been the 6 witness as well. 7 A: Could have been. 8 Q: Right. And if you carry on to 9 Exhibit 190, this is the Declaration of Trust. Mr. Gover 10 has reviewed this with you. But essentially, Mr. Couprie 11 agrees that he will not deal with the property except to 12 transfer it to you. 13 So the shares, he can't dispose of to 14 anybody else except to you, and he's holding 80 percent 15 of them in trust? 16 A: Yes. 17 Q: And then there's a provision about 18 the deposit. And once again, your mother is the witness 19 for this document? 20 A: Correct. 21 Q: Now, can we agree that these 22 documents create a relationship between you and WCD that 23 is more complicated than you simply being a real estate 24 agent? 25 A: Yes, I do now. 1913 1 Q: You do now. That your lending -- or 2 sorry, you're -- you're guaranteeing quite a large amount 3 of money? 1.5 million, in effect. 4 A: Yes. 5 Q: And then you're becoming the 6 beneficial shareholder of most of the shares of the 7 company? 8 A: Yes. 9 Q: All right. Now, I appreciate your 10 evidence that your mother didn't read this and you didn't 11 review it with her, but let me ask you this: Prior to 12 getting into politics, your mother had been in business 13 for twenty (20) odd years? 14 A: Yes. 15 Q: And she's a very sophisticated person 16 about business concepts? 17 A: Yes. 18 Q: And so, if she had read these 19 documents, she would have understood, both that you were 20 making a very substantial, potential, financial 21 commitment to the company, and she would have understood 22 immediately that you were effectively a shareholder of 23 this? 24 A: If she had read them, yes. 25 Q: Right. But that -- but these 1914 1 concepts are -- are something that is well within her 2 understanding to grasp all this. 3 A: To grasp, well, if she had read them, 4 yes. 5 Q: Right. Now, let me just pause and 6 look at this issue of you and your knowledge of trusts. 7 Now, I don't mind telling you I got a C plus in trusts in 8 law school, so we're more or less on equal footing here, 9 but -- 10 A: No, maybe I'd be a little less. 11 Q: Right, but you've been in -- in 12 commercial real estate for how many years? 13 A: Twenty-five (25). 14 Q: Twenty-five (25). And I take it that 15 from time to time, you've run across a situation where 16 somebody has bought land as a trustee. 17 A: No. 18 Q: You haven't. You -- you never had 19 the situation where somebody is doing a land assembly for 20 some project, and a lawyer or somebody buys, in trust, 21 for some other person. 22 A: Oh, for a corporation to be 23 incorporated. 24 Q: Right, yes. So you're familiar for 25 that -- with that notion. So you know that a lawyer, in 1915 1 those circumstances, doesn't own the land, right? 2 A: Correct. 3 Q: Can't sell the land to anybody else, 4 because the land belongs to the beneficiary of the trust. 5 A: Well, the corporation he's going to 6 incorporate. 7 Q: Yes, in this example, the 8 corporation's the beneficiary, and you understand that. 9 A: Yes. 10 Q: Right. So that this notion of a 11 trust is something that, in fact, you've been familiar 12 with for a long time. 13 A: In the relation of buying a piece of 14 property, yes. Not in holding shares. 15 Q: Right, but you appreciate now, 16 sitting here that -- 17 A: Today I do. 18 Q: -- it's the same notion. 19 A: Yes. 20 Q: Right. That if I buy land as a lawyer 21 in trust for a corporation, the shares of which are going 22 to be owned by Ms. Rothstein, the land that I'm buying 23 isn't mine; it's -- it's obviously Ms. Rothstein's 24 corporation. 25 A: Correct. 1916 1 Q: Now, let's look at Exhibit 197. When 2 Mr. Gover reviewed this one with you -- and I take it 3 there's no issue between us that where it says, in 4 capital 'B,' "Leo 20 percent," so he's continued to own 5 sixteen (16) common shares of the corporation, that those 6 shares, he continues to hold for you. 7 A: Yes, now. 8 Q: This is something you now appreciate. 9 10 A: Yes. 11 Q: And the Landplex company -- I think 12 we've covered this -- is the -- is Tony DiCicco's 13 company. 14 A: Yes. 15 Q: Now, after this document was 16 executed, do I take it that Mr. Couprie's interest was 17 limited to seeing that he was repaid for his investment? 18 A: Primarily. 19 Q: Was he involved in the day-to-day 20 affairs of the company after this? 21 A: He never really was involved in the 22 day to day. 23 Q: Right. 24 A: I represented him. 25 Q: Right, so you were his -- his place 1917 1 at the table. 2 A: Yes. 3 Q: And from this point on, his interest 4 is really in just making sure that at least his 5 investment is repaid. 6 A: At least. 7 Q: Right, and his investment, over time, 8 was repaid, as I understand it. 9 A: The deposit money was. 10 Q: Right, and the deposit money was the 11 seven hundred and fifty thousand (750,000)? 12 A: Correct. 13 Q: Now, let me just spend a -- a moment 14 or two (2) on the question of what it was that you were 15 going to get from a successful transaction. 16 So if the -- if the Agreement of Purchase 17 and Sale had actually closed and this project was going 18 to be built, let's just look at some of these things. 19 First of all, you had in mind that you 20 would be the agent who would sell the condominium units. 21 A: Correct. 22 Q: And you'd earn a commission on those. 23 A: Yes. 24 Q: Standard commission is what -- 3 25 percent for a unit like that? 1918 1 A: No. On a condominium, maybe one and 2 a half (1 1/2). 3 Q: One and a half (1 1/2). And so there 4 were going to be something like two thousand (2,000) 5 units over time? 6 A: I think there was twenty-five hundred 7 (2,500). 8 Q: Twenty-five hundred (2,500), so it 9 maybe a variance. So if it's two thousand (2,000) at 1 10 1/2 percent, then the upside or gross commission for you 11 is $3 million, is that right? 12 A: It'd probably be more than that. 13 Q: More than that. So if you go to 14 twenty-five hundred (2,500) it would be three million, 15 seven fifty (3,750,000)? 16 A: I think it's more like ten (10) or 12 17 million. 18 Q: More like ten (10) or twelve (12) -- 19 A: Yes. 20 Q: -- on 1 1/2 percent? Your math is 21 probably better than mine, but -- 22 A: Well, it was a $1 1/2 billion 23 project. 24 Q: Okay, sorry about that. If we take - 25 - let's just take two hundred thousand (200,000) as the - 1919 1 - as the unit cost. I've skipped a step here. 2 At a unit cost of two hundred thousand 3 (200,000), which is low, at 1 1/2 percent, that would 4 generate 3 million? 5 A: Yes. 6 Q: And then we can -- we can play with 7 the numbers. You know, if the unit costs are higher, 8 it's 1 1/2 percent of that. 9 But -- but your upside is actually in the 10 millions of dollars? 11 A: Yes. 12 Q: And you may need employees, you may 13 have to split this and so on? 14 A: Correct. 15 Q: But if you are the Peter McCallion 16 Real Estate Inc., in gross terms, as you say, you may 17 generate $10 or $12 million? 18 A: Gross. 19 Q: Gross. 20 A: Yes. 21 Q: Right. But that's what was in it for 22 you, in -- 23 A: That's what was in it for me. 24 Q: Right. Now in addition, you were 25 going to get paid a commission on the sale of the land? 1920 1 A: Initially, that's what I was hoping 2 for, yes. 3 Q: All right. And you recall that one 4 of the occasions in which we -- we met was the cross- 5 examination of an affidavit you filed in the Commission? 6 A: Yes. 7 MR. WILLIAM MCDOWELL: Now, could we give 8 the Commissioner and the Witness a copy of the 9 transcript? Thank you. 10 So, Commissioner, by agreement with -- 11 with counsel, I think I actually undertook this on the 12 record, that the evidence from this -- from the cross- 13 examination, which was relevant to the proceedings before 14 you, we would file. 15 So this is an expurgated version of the 16 transcript. 17 18 CONTINUED BY MR. WILLIAM MCDOWELL: 19 Q: So at question 57, I asked you -- the 20 question now was intended to make an obvious point, but: 21 "If the sale were completed and WCD 22 went ahead with its project, that you 23 would be paid a commission? 24 A: Correct. 25 Q: So the -- right. So then if the 1921 1 project proceeded to completion, you 2 would receive a commission, correct? 3 A: Correct. 4 Q: If, in fact, if WCD purchased the 5 property, you would receive a 6 commission? 7 A: Correct. 8 The last question and answer, I think, are 9 in error; but you're asked those questions, and you gave 10 those answers, correct? 11 A: Yes. 12 Q: And obviously, you were intending to 13 tell the truth that day? 14 A: I was intending. 15 Q: And -- right. But -- but today, can 16 I just understand from you, it was contemplated that you 17 would earn a commission in the beginning? 18 A: Yes. 19 Q: Right. 20 A: But by the time the deal was signed, 21 there was no commission involved in the deal. 22 Q: Well, let's talk about that. OMERS 23 was not prepared to pay you commission? 24 A: Yes. 25 Q: I take it it remained to be 1922 1 negotiated with Mr. DeCicco by that point, whether 2 commission was going to be paid? 3 A: Yes, and it was -- 4 Q: Mr. -- 5 A: -- pretty -- an it was pretty obvious 6 he wasn't going to pay me. 7 Q: All right. Now, the last point, of 8 course, is that if you had 16 percent of the shares of 9 this company and the deal had closed successfully with 10 OMERS and the project had gone ahead, the profits from 11 that shareholding would have flown through to -- to the 12 company, would have flowed through to you through your 13 shares? 14 A: As of now, yes. 15 Q: Right. Now, I want to understand a 16 little bit more about the transition between Mr. Cook, 17 and Mr. DeCicco. Mr. De -- Mr. Cook, according to you, 18 was to head up this project to -- to deal with the 19 vendors. 20 That was one of the things he was going to 21 do? 22 A: Yes. 23 Q: And he was going to deal with the 24 approvals process -- 25 A: Yes. 1923 1 Q: -- with the assistance of the experts 2 you were going to hire? 3 A: He was going to hire. 4 Q: He was going to hire. And was it 5 contemplated that he would also find financing? 6 A: It was a possibility. 7 Q: Right. Something that he would be 8 looking for as well as you? 9 A: Well, we had the Koreans originally, 10 and they had dropped out. So then we were going to have 11 to find somebody. 12 Q: Right. And so the issue going into 13 2007, the summer of 2007, was whether or not Mr. Cook was 14 going to be able to find investors? 15 A: Yes. 16 Q: Right. Or, I guess, whether you were 17 either? 18 A: One of us. 19 Q: Right. 20 A: Or both. 21 Q: And from this morning, I took it that 22 you were concerned that if Mr. Cook brought in new 23 investors, that this would adversely affect your 24 interests? 25 A: In the commission part of it, yes, 1924 1 absolutely. 2 Q: So that the worry was that the new 3 investors might have their own person in mind to sell 4 these condominium units? 5 A: Correct. 6 Q: And that person might not be you, 7 obviously? 8 A: It might not be me. 9 Q: Now, let's just think about this. If 10 new investors come in and they say, We don't want to lend 11 money, we want to hold shares, you were holding, as we 12 now know, first 80 percent of the shares, and then 13 subsequently, a -- a lower amount. 14 Can we agree that new investors who wanted 15 to -- to hold shares would dilute your proportion of the 16 shareholding, whatever that happened to be at the time? 17 A: Well, at the time it was Leo, but it 18 would dilute Leo, yes. 19 Q: Would dilute Leo. And Leo was 20 holding a trust for you? 21 A: For me. 22 Q: Right. So that would be an adverse 23 affect, as well? 24 A: I don't know if it's adverse. 25 Q: Well, you'd have less --
1925 1 A: You'd have funding. 2 Q: Right. You'd -- you'd get the money, 3 but you'd have fewer shares, and your proportionate 4 shareholding would fall? 5 A: I don't think I could finance 80 6 percent of a $1.5 billion deal. 7 Q: So you think the deal was worth $1.5 8 billion? 9 A: Built out. 10 Q: Built out? 11 A: Yes. 12 Q: That's a realistic number? 13 A: According to Mr. Cook's projections. 14 Q: All right. But the point is, I 15 guess, to be taken from that last answer, is that you 16 were eager to get additional investment, and if your 17 shareholding was diluted, so be it? 18 A: So be it. 19 Q: All right. Because what you were 20 really looking for was to make money on the commission 21 sales of the condominium units? 22 A: Yes. 23 Q: Right. Now, we expect that Mr. Cook 24 will come here and say that you had a conversation with 25 him in the summer of 2007, wherein you said that you no 1926 1 longer wanted him to be your partner. 2 Do you recall having a conversation of 3 that -- 4 A: I don't recall saying "partner", no. 5 Q: Did you have a conversation with him 6 where you told him effectively that his involvement was 7 being limited? 8 A: I believe that, yes. 9 Q: What do you recall saying to him? 10 A: Well, I don't recall the exact words, 11 but he was at the process of trying to squeeze Mr. 12 Couprie out, and that would adversely affect me, so we 13 needed to find someone else. 14 Q: What had he ever done? Like, what -- 15 give us a list of the acts that he undertaken which 16 actually had the effect of squeezing Mr. Couprie. 17 A: I believe he -- he wasn't paying any 18 bills, which I believed he was paying. 19 Q: So the examples we were shown this 20 morning were bills from the plant -- 21 A: Page & Steele. 22 Q: Page & Steele, the architects? 23 A: Yes. 24 Q: Architects -- 25 A: AIMCo. 1927 1 Q: -- don't work without being paid, I 2 take it? 3 A: Not very long. 4 Q: And there's this company -- I think 5 it's the -- the ampersand sym -- symbol, & Co.? 6 A: Yes. 7 Q: What is it that they did? 8 A: They were planners, as well. I don't 9 remember exactly what they did. I think they were into 10 conceptual design. 11 Q: But the idea was that the -- these 12 people weren't being paid, and therefore investors had to 13 be found to pay the bills? 14 A: Correct. 15 Q: And then that had the effects that 16 you've described? 17 A: Exactly. 18 Q: All right. Now, so you then got Mr. 19 DeCicco involved? 20 A: Correct. 21 Q: And you -- I understand from you, 22 that you knew Mr. DeCicco going back a few years when you 23 had held listings for him? 24 A: Yeah. 25 Q: So I take it that by the time that he 1928 1 became involved in 2007, he was somebody that you knew 2 well? 3 A: Yes. 4 Q: Had he been a good friend of yours 5 going back to 1997? 6 A: Well, I'd attend dinners at his house 7 and whatnot, yes. 8 Q: Right. And then if we can look at 9 some of the calendar entries for the Mayor. Let's pull 10 up Exhibit 234. 11 So this is a meeting -- do I take it that 12 you arranged this meeting in February of 2003? 13 A: Could be. 14 Q: And sitting here today, do you think 15 that that was a -- a pure social occasion or would it -- 16 would it have been a business occasion? 17 A: Well, it doesn't say what time. Six 18 o'clock? I can't answer. 19 Q: All right. Let's -- 20 A: I wasn't doing business in terms of 21 WCD at the time, so -- 22 Q: No. I understand. But could this 23 have been a meeting to discuss his business? 24 A: It could have been. 25 Q: Right. And this -- 1929 1 A: I cannot say yes or no. 2 Q: Right. And a meet -- a meeting 3 arranged by you with your mother to discuss it? 4 A: That could be, yes. 5 Q: Right. So let's look at Exhibit -- 6 yeah, I see I've got the wrong number here. Let's look 7 at MIS078001001; do you have that? 8 9 (BRIEF PAUSE) 10 11 Q. Sorry, page -- sorry, I apologize. Go 12 to page 2 of that. 13 All right. So this is won: 14 "Barbeque event with Tony DeCicco and 15 sixteen (16) others at Mayor's house." 16 This was won at Mayor's Gala. This is 17 August 2003? 18 A: Yes. 19 Q: And this is a fund-raising means that 20 your mother has, I take it, to -- these things are 21 auctioned off? 22 A: Yes, at the Mayor's Gala. 23 Q: Right. And they're bought typically 24 not by individuals but by individuals representing a 25 group of people? 1930 1 A: Yes, different companies. 2 Q: Right. And is this the one, because 3 we've got a list of them that we haven't put in yet, but 4 is this one for which Tony DeCicco and his group would 5 have paid twenty-thousand dollars ($20,000)? 6 A: I don't remember what he paid but I - 7 - 8 Q: But did it tend to be in those -- 9 A: It's in those figures, yes. 10 Q: Right. And then if we go to page 3, 11 so September the 9th of 2003, this one is to discuss the 12 banquet hall project. I take it that's Mr. DeCicco's 13 project? 14 A: Yes. 15 Q: And go to page 4. This is November 16 2003, a two o'clock meeting, middle of the day; this 17 would be a business meeting? 18 A: Quite possibly. 19 Q: Right. And in this period I assume 20 this is to discuss Mr. DeCicco's business rather than 21 yours? 22 A: Oh, it's not mine, for sure. 23 Q: Right. Is it probably his? 24 A: Most likely. 25 Q: All right. Go to page 5. Any 1931 1 recollection of this one? 2 A: I don't remember it. 3 Q: Let's look at page 6, April 24th, 4 2004. You've requested an urgent business meeting at the 5 Delta Meadowvale with Mr. DeCicco? 6 A: Yes -- 7 Q: Any idea -- I assume this is not your 8 business? 9 A: It's not mine. 10 Q: Do I take it that it would be his 11 business? 12 A: Could be. 13 Q: All right. 14 A: I don't remember it. 15 Q: Do you remember what the urgency was? 16 A: No, I don't. 17 Q: Let's go ahead to page 9. So this is 18 going forward in your preparation Mayor at home and 19 preparation for Tony DeCicco barbeque, winner of Mayor's 20 gala, Ruth's Chris will be catering. Again, this is one 21 that would've cost, in the winning bid, plus or minus 22 twenty thousand dollars ($20,000)? 23 A: Probably, right. 24 Q: And Mr. DeCicco or his -- Mr. DeCicco 25 and his group have been the successful bidders? 1932 1 A: Yes, right. 2 Q: And did he say or there are many -- 3 there are many things that can be bid on, many auction 4 items at these galas, and this is just -- 5 A: Not -- 6 Q: -- one of them. 7 A: -- that many. 8 Q: How many would there be? 9 A: Live auction, I think there was only 10 four (4) or five (5) items. 11 Q: Right. And so they're -- there are 12 things like trips to -- 13 A: Trips. 14 Q: -- Europe and that kinda thing? 15 A: Yeah. 16 Q: Is the Mayor's -- is dinner at the 17 Mayor's house always the biggest selling item? 18 A: In most cases. 19 Q: So it draws the highest bid of all of 20 the things on offer? 21 A: Yes. 22 Q: So there's one that I saw that you'd 23 go to France for thirteen thousand dollars ($13,000), but 24 to have dinner with your mother it would be twenty-five 25 thousand ($25,000)? 1933 1 A: Yes. 2 Q: Which one would you rather do? 3 A: France. 4 Q: I'm not gonna -- I'm not gonna take 5 advantage of you in that way. 6 Now, if we look at page 13, this is one 7 with -- this is one with Mr. Couprie -- no, sorry, this 8 is one with you and Mr. Di Poce and Mr. DeCicco. Again, 9 we're getting closer to the time of the WCD transaction. 10 Mr. Di Poce ultimately did invest in WCD? 11 A: I found that out afterwards, yes. 12 Q: Right. And you didn't know it at the 13 time? 14 A: No, I did not. 15 Q: Right. Now, I understood from you 16 that, not in your evidence, but in some of the interview 17 processes that you were keeping Mr. DeCicco apprised of 18 what you were doing with the WCD project? 19 A: Yes. 20 Q: All right. Because he was somebody 21 who had considerable means and might invest in it 22 ultimately? 23 A: Correct. 24 Q: All right. And do you know at this 25 occasion, would you have been discussing the projects 1934 1 with that grouping of people? 2 A: No. 3 Q: Now -- I'm sorry, page 14, let's look 4 at that one. 5 So this is 2006, you and Leo Couprie, so 6 this a meeting in the middle of the day. Had you, by 7 this point, formed the view that Mr. Couprie should be 8 part of the company? 9 A: He was already part of the company 10 before that. 11 Q: He was already part of the company 12 before that point but he hadn't invested the money yet? 13 A: No. 14 Q: So he's part of the company. You're 15 meeting in the middle of the day. I assume there's a 16 business reason for this meeting? 17 A: Could be, but it wouldn't have 18 anything to do with WCD at that point. 19 Q: Well, what would it have had to do 20 with? 21 A: Well, I can't tell you. Probably -- 22 Leo probably requested it. Could be something else he 23 was doing. 24 Q: All right. But you can't tell us one 25 (1) way or the other? 1935 1 A: I can't absolutely -- 2 Q: Correct. 3 A: -- say it wasn't but I -- most likely 4 it was not. 5 Q: Okay. If we -- if we go forward 6 eleven (11) months or almost a year, Mr. Couprie, in 7 fact, invests seven hundred and fifty thousand (750,000)? 8 A: Correct. 9 Q: Right? And your mother witnesses 10 that -- 11 A: Correct. 12 Q: -- that document? 13 A: A year later. 14 Q: Right. And at this point he's 15 already involved in this company and you're already 16 taking steps to advance the project? 17 A: Correct. 18 Q: And can I suggest to you that it may 19 well have been a topic -- a topic for discussion at this 20 meeting? 21 A: Could have been a topic. 22 Q: Could have been. Is it more likely 23 than not that it was? 24 A: It's more likely not than it was. 25 Q: More likely or not that it was a 1936 1 topic? 2 A: No, that it was not. 3 Q: Was not a topic? 4 A: At that time, no. 5 Q: All right. And why is it at that 6 time? 7 A: Well, nothing was happening fast. 8 Q: Right. Let's go ahead to page 15. 9 So this is in the summer of 2006? 10 A: Yes. 11 Q: It's a barbeque that Mr. Couprie -- 12 Mr. Couprie, I gather, is somebody who has also known 13 your family for a long time? 14 A: Since 2002, yes. 15 Q: Since 2002. But he's become a good 16 friend of yours? 17 A: Yes, a very good friend. 18 Q: And do you socialize with your mother 19 and Mr. Couprie? 20 A: Sometimes, yes. 21 Q: Right. And going back to 2002/2003 22 you would have done so, as well? 23 A: Not so much in 2002 because we met in 24 December. 25 Q: Right. But going forward 2000 -- 1937 1 A: Going forward, yes. 2 Q: All right. And this one -- do you 3 know whether this one is a social occasion or is it more 4 than that? 5 A: This is for sure a social. 6 Q: Now we don't want to pick on Mr. 7 DeCicco and Mr. Couprie necessarily because I understand 8 from your evidence this morning that your mother has 9 these sorts of relationships with lots of developers? 10 A: Lots of developers. 11 Q: And so developers will call her to 12 try and get through planning obstacles? 13 A: Assumption being, yes. Or problems. 14 Q: Problems. They'll call her to try 15 and get put together with other -- other people who can 16 help them? 17 A: Correct. 18 Q: And do I take it that -- that she has 19 a certain amount of social contact with -- with 20 developers, dinners and lunches and so on? 21 A: Yes. 22 Q: Right. 23 A: As well as other corporations. 24 Q: No, fair enough. Does she follow a 25 practice or a policy about who pays for lunch or who pays 1938 1 for dinner? 2 A: If she does, I don't know what it is. 3 Q: Right. Now if we go -- if we go 4 forward to the point at which Mr. Couprie -- sorry, which 5 Mr. Cook is leaving the corporation and Mr. DeCicco has 6 joined the corporation, there is then an issue which 7 arises over the Put Agreement? 8 A: Yes. 9 Q: Or the Call Agreement, whichever you 10 want to -- but the idea is that Mr. Cook can require that 11 Mr. DeCicco buy him out of the company? 12 A: Yes. 13 Q: And the concern, as I understand it, 14 is that Mr. Cook could require that he be bought out at a 15 considerable sum of money too early in the process? 16 A: I don't completely understand the 17 agreement but I believe that I understand it to something 18 to that effect, yes. 19 Q: Right. So the idea is that you want 20 Mr. Cook onboard with all of his skills and expertise and 21 connections until you've got the thing basically done and 22 this agreement in some way allowed him to get out earlier 23 than that point? 24 A: Well, if I read the agreement I 25 believe it had to be close to the closing of the 1939 1 agreement. 2 Q: Right. There's a -- we don't need to 3 pull it up but there is a fairly complicated set of 4 terms? 5 A: Yeah, it's kind of complicated. 6 Q: Now Mr. DeCicco, at any rate, formed 7 the view that this agreement, this Put Agreement, had to 8 come to an end? 9 A: Yes. 10 Q: And if we pull up Exhibit 194, this 11 is the termination document. This is the one that was 12 sought to have signed. 13 A: Yes. 14 Q: And this one is actually signed. And 15 so that was the end of the process. Let's look at 16 Exhibit 272. 17 "Emilio will fax that agreement to your 18 home today, and so on. It covers all 19 the points. You can set up a meeting 20 with Murray." 21 A: Okay. 22 Q: Right. You knew that -- that your -- 23 your mother was going to be involved in this process to 24 try and get resolution of the issue? 25 A: Yes, because Tony trusted that she 1940 1 could keep the peace. 2 Q: Right. Well, I was going to come to 3 that. Let's pull up Exhibit 236. I'm going to suggest 4 to you that it doesn't look as though Mr. DeCicco was 5 looking for your mother to play referee necessarily. 6 Let's look at this one, scrolling down. The message is: 7 "Were you able to, or have you 8 considered getting Murray to sign the 9 agreement terminating the call? The 10 sooner we get it, the better off we 11 are." 12 Right? 13 A: Okay. 14 Q: And I take it that really what he's 15 proposing there is that she be an emissary, that she 16 reach out to Murray and see whether she can get Murray to 17 sign this agreement? 18 A: I would assume by that, yes. 19 Q: Right. And let's look at Exhibit 20 238. 21 "Please call me at your earliest 22 convenience. I'd like to speak with 23 you regarding Murray Cook. We received 24 a letter from his lawyer stating we 25 haven't the authority to do things. I 1941 1 suggested to Peter that it would be 2 good if we meet tomorrow." 3 And do you recall whether you did have a 4 meeting on this issue about the -- the letter from Murray 5 Cook's lawyer? 6 A: No, I don't recall that. 7 Q: All right. Now just to put this in 8 perspective, Murray Cook is someone who you've known your 9 entire adult life, I take it? 10 A: Yes. 11 Q: And he's known your parents, and he 12 knows your mother going back many years? 13 A: Yes. 14 Q: Right. And how does your mother -- 15 or how did your mother decide what action to take in 16 relation to this? 17 A: Well, I don't know how she decided 18 what she did. 19 Q: Now what do you recall of what she 20 did in order to assist in getting this agreement signed? 21 A: I believe she had a meeting with Tony 22 and Murray at one (1) point, and I don't believe it was 23 resolved. 24 Q: Now we may come to it but, 25 ultimately, you were able to send the agreement, the 1942 1 signed agreement, back, is that right? 2 A: I was sending it? 3 Q: I think I have a note to come back to 4 this, but I thought I saw it as an attachment to one of 5 your emails. 6 A: I don't recall that. I don't know. 7 Q: Okay. 8 A: If you have it, show it to me. 9 Q: I'll come back to it. Now is it your 10 view that your mother took sides in this dispute? Did 11 she take active steps to try and get the -- Murray to 12 sign the agreement? 13 A: I don't believe she took sides. She 14 was trying to keep the peace. 15 Q: Okay. Now if I can ask you a few 16 questions about your relationship with some of the City 17 officials. Turn up Exhibit 265. Middle of the passage, 18 John Filipetti communicating with Michael Kitt: 19 "I received a call from Ed Sajecki who 20 indicated that Peter McCallion spoke 21 to him further on Saturday after the 22 three (3) of us spoke. According to 23 Ed, Peter asked Ed what the City could 24 do that might give us as vendors 25 comfort that the hotel would be built. 1943 1 As a result, Ed called to say the City 2 would be prepared to consider amending 3 the official plan to require a hotel to 4 be built." 5 And so on. Do you recall having a 6 discussion with Ed Sajecki, and from the date I believe 7 it would have been at the Mayor's gala? 8 A: That's quite possible, yes. 9 Q: All right. And do you recall 10 suggesting to Mr. Sajecki that perhaps the official plan 11 could be changed? 12 A: Well, I asked what he could do in 13 order to require a hotel -- 14 Q: Right. 15 A: -- and he suggested the official 16 plan. 17 Q: And Mr. Sajecki suggested the 18 official plan be changed? 19 A: Yes. 20 Q: And could we just have a look -- I 21 don't have the exhibit numbers, but OMR002002899 -- 22 002002899. It's on the exhibit list, I'm certain. Two 23 forty-nine (249), thanks. Exhibit 249. 24 There's reference there to a surprise 25 meeting requested by you on October the 9th, I guess, 1944 1 because it's the day following this. Do you recall this? 2 A: I recall a meeting. 3 Q: Right. And then could we have a look 4 at MIS079001041. Again, it will be an exhibit, I just 5 don't know the number. So this is on October the 9th. 6 There's reference to -- by Mr. DeCicco, a message left 7 for the Mayor. 8 "Please give me a call about the 9 meeting this morning on how we can move 10 forward." 11 Right? So you've requested a meeting for 12 October the 9th? 13 A: With Michael Kitt. 14 Q: Right. And then Mr. DeCicco appears 15 to be talking to your mother about a meeting on October 16 the 9th as well? 17 A: I assume he was talking to her about 18 it, by that. 19 Q: Right. But -- they're talking about 20 the same meeting, as far as you know? 21 A: No, I don't know. 22 Q: You don't know. But from the timing, 23 do you know of any other meeting that day? 24 A: Well, no other meeting I had. 25 Q: All right. Now, let's look at
1945 1 Exhibit 262. This is referring, I believe, to a letter 2 which you had delivered on October 23rd. And the idea 3 here was that WCD might agree to increasing the selling 4 price by 2.5 million if the hotel conditions were 5 dropped. 6 And the last sentence: 7 "Peter has advised us he has spoken to 8 the key people at the City who are 9 apparently okay with the restrictions 10 being removed." 11 Now, do you remember to whom you had 12 spoken at the City? 13 A: That would be Ed Sajecki. 14 Q: Ed Sajecki. And he had indicated 15 that removing the hotel restriction was all right, 16 correct? 17 A: Yes. 18 Q: Let's look at Exhibit 247. 19 A: Just the timing of it, not removing 20 the hotel. 21 Q: Well, let's just talk about that for 22 a second. 23 A: The idea was that, for the time 24 being, you wouldn't have to build a hotel. But the idea 25 was to still have a hotel there -- 1946 1 Q: So the zo -- 2 A: -- eventually. 3 Q: Okay, so the zoning would be changed 4 to require that a hotel be built? 5 A: Or whatever -- or the official plan 6 or whatever needed to be done. 7 Q: But from the point of view of the 8 vendors, did we accept that the vendors really wanted a 9 hotel there, right? 10 A: The vendors did, and a lot of people 11 did. 12 Q: Right. From the vendors' 13 perspective, once title to the land passes, the zoning 14 can be changed back, can it not? 15 A: Yes. 16 Q: And same thing with the official 17 plan? 18 A: I believe. 19 Q: Right. And if we look at Exhibit 20 247, this is in relation to the key people at the City, 21 and this is received a bit -- this is received with a bit 22 of skepticism, I guess, by Mr. Charles, on behalf of the 23 AIMCo people. 24 "We'll wait until you've spoken to the 25 key people, person/mall, and with the 1947 1 City." 2 I take it, just to be fair to you, you'd 3 never spoke to your mother about this issue? 4 A: No. 5 Q: Right. And the person to whom you 6 did speak was Mr. Sajecki? 7 A: Correct. And then, scrolling down, 8 having said what you just said, no, keep going up, sorry: 9 "If approving a site plan is sufficient 10 to satisfy the City, why couldn't we do 11 that ourselves," and so on. 12 And then Mr. Sajecki -- sorry, Mr. Charles 13 says to Mr. Kitt at the time -- says: 14 "We'll wait until you've been able -- 15 Mr. Filipetti, we'll -- you've been 16 able to speak with the Mayor." 17 So just putting that together, you have a 18 proposal which you have vetted with Mr. Sajecki, correct? 19 A: Yes. 20 Q: That's not good enough for the 21 vendors. They're going to vet it with your mother. 22 A: Okay. 23 Q: Now, you talked this morning about 24 there being an issue which had arisen at some point about 25 your involvement with this transaction. 1948 1 A: I was not aware of that. 2 Q: All right. Well, let's look at 3 Exhibit 257. So this is an email. Mr. Walker is a 4 planning consultant who works with Barry Lyon. The 5 company's N -- NBLC for short? 6 A: Yeah. 7 Q: He's emailing Mr. Bisceglia, Mr. 8 DeCicco, and then firstname.lastname@example.org; that's an email 9 address that belongs to you? 10 A: Correct. 11 Q: And then it's copied to a number of 12 other professionals. So there's a list there. 13 "Barry and I spoke with Marilyn Ball." 14 Marilyn Ball is the -- is one of the 15 planning -- senior planning staff? 16 A: Yes. 17 Q: 18 "She is not happy with a number of 19 design changes/non-changes." 20 And it goes down. 21 "The reduction in size of the 22 conference facilities." 23 And you were involved in that issue, I 24 take it? 25 A: Yes. 1949 1 Q: And there's a discussion about where 2 there's room to manouevre effectively. In terms of 3 attendees -- second to last paragraph: 4 "She is requested that I email her our 5 list, and that they will set it up. 6 Our tentative list includes Emilio, 7 Tony, Drummond/Sandro (phonetic), Carol 8 and ourselves." 9 You see that? That's who they want at the 10 meeting? 11 A: Okay. 12 Q: And then: 13 "Not sure if the optics are right for 14 Peter to attend." 15 A: Okay. 16 Q: So this is an email that went 17 directly to you, Mr. McCallion, on that date, February 18 the 23rd -- 19 A: Yes. 20 Q: -- where this issue about the 21 propriety, or the advisability of you attending a meeting 22 with city staff, is raised? 23 A: I have to admit, I probably didn't 24 read all of the emails I got completely. 25 Q: Okay. But if you got that one, you 1950 1 would've seen there's an issue? 2 A: If I had read the bottom, yes. 3 Q: Right. 4 A: I usually only read the -- I -- the 5 items that she was speaking of specifically at the top. 6 Q: But I take it that this lines up with 7 your evidence this morning, which is that, you know, in 8 some ways, being the son of the Mayor has been a 9 hindrance to you? 10 A: Yes. 11 Q: Right. So that this would be an 12 example where -- 13 A: That's an example of a hindrance. 14 Q: Right. That somebody would say, you 15 know, we're not sure that Peter McCallion should be 16 dealing on this issue in this way? 17 A: Yes. 18 Q: Now, do I take it from the answer 19 that you gave a second ago, that you don't have any 20 recollection of any discussion with anyone after getting 21 this email? 22 A: No. 23 Q: You don't know whether you got it or 24 not? 25 A: Well, I probably got it, yes. Did I 1951 1 read the entire email? Probably not. 2 Q: Right. Do you remember reading any 3 part of the email? 4 A: Well, I probably remember the -- 5 specifically, the one (1), two (2), three (3), four (4). 6 Q: Now, let's pull up Exhibit 269. So 7 this is the document that I think you saw last week? 8 A: Actually, I haven't seen it yet. 9 Q: Sorry? 10 A: I have not seen it yet. 11 Q: Okay. So it was read to you over the 12 phone or something? 13 A: I believe so, yeah. 14 Q: So let's go into the first page. And 15 this, as you understand it, is a document which was being 16 used to market the investment opportunity in World Class 17 and the hotel/condo project? 18 A: That's what I've been told. I 19 haven't seen it yet, so... 20 Q: Well, hopefully we'll get to see it 21 together in a second here. So there's the table of 22 contents, and then let's go one (1) more page in. So 23 this is dated June 2008, and it says: 24 "World Class is effectively owned by 25 three (3) individuals. Mr. Tony 1952 1 DeCicco, and Mr. Peter McCallion, and 2 Mr. Murray Cook." 3 A: What's the date of this? 4 Q: June 2008. 5 A: Yes, okay. 6 Q: Right. So I appreciate your evidence 7 that you had not seen this, but in the middle of 2008 it 8 appears that this was being used, or had been created for 9 marketing purposes, and advertising you as an owner? 10 A: Correct. By that, yes. 11 Q: Now, do you appreciate that once your 12 involvement as more than an agent became known -- or, I 13 guess to be fair, that the suspicion of your involvement 14 in a capacity other than that of an agent became known, 15 that it caused concern in the vendor group? 16 A: Not that I was aware of. 17 Q: You weren't aware of it at the time? 18 A: No, I was not. 19 Q: Let's look at Exhibit 273. So this 20 is Craig Coleman, who was an advisor for the Alberta 21 Group. 22 "And last, I would like to know exactly 23 what Peter McCallion's interest in this 24 project is." 25 Right? This is something that he's 1953 1 raising? 2 A: Yes, I have not seen this, but... 3 Q: Right. Okay. Let me find one (1) 4 document number here; two (2) seconds. So can we pull up 5 OMR002002558? So this is a memorandum that is sent 6 internally at Oxford of the deal. Sets out at the top: 7 "December 12th was the notice date by 8 which the potential purchaser was to 9 provide notice" 10 and carries on; describes the extension 11 periods. 12 The second paragraph in bold: 13 "As the extension notice was not 14 received, the conditions must be 15 satisfied by December 19th" 16 and so on. We know that it, in fact, was 17 extended over to January the 9th, but let's go to the 18 second page. 19 "We undertook to persuade our co-owner" 20 -- 21 Again, this is Oxford/AIM -- 22 "that a clean sale could be 23 orchestrated as follows:" 24 And then it sets out a number of factors. 25 Then go down to the bottom. 1954 1 "AIM rejected these arguments with the 2 following rationale." 3 And the one (1), of course, that's of 4 interest to us is the third one. 5 "AIM do not want to tie any 6 concessations -- concessions from the 7 City to this deal, because the un -- 8 the potential unfavourable optics in 9 their view. They are also 10 uncomfortable with the involvement of 11 Peter McCallion as an apparent 12 principal of WCD." 13 Do you see that? 14 A: Yes, I see it. 15 Q: Right. Now, I appreciate you didn't 16 know this at the time, but you see that based on this 17 report, one (1) of the reasons that the deal, in fact, 18 was terminated, it would appear, is because of your 19 involvement. 20 A: It appears, based on that statement. 21 Q: Right. And this is the first that 22 you have known of that, I take it? 23 A: Yes. 24 COMMISSIONER DOUGLAS CUNNINGHAM: Has 25 that been marked? 1955 1 MR. WILLIAM MCDOWELL: That, I think, is 2 in, but can we mark that -- 3 THE COURT CLERK: Exhibit 275. 4 MR. WILLIAM MCDOWELL: 275. Thank you. 5 6 --- EXHIBIT NO. 275: OMR002002558 - memorandum - 7 WCD - update on sale of 8 blocks 9 and 29 at Square One 9 dated December 15, 2008 10 11 CONTINUED BY MR. WILLIAM MCDOWELL: 12 Q: And then just to pull out Exhibit 13 142. This is a report -- entered the notes from Mr. 14 Charles, the bottom in the left: 15 "December 16th, follow-up re. response 16 to letter. Mayor assured everyone that 17 Peter McCallion was off the file, and 18 has no further involvement in the 19 project." 20 COMMISSIONER DOUGLAS CUNNINGHAM: What's 21 the date of that? 22 MR. WILLIAM MCDOWELL: That is December 23 the 16th, Commissioner. 24 25 CONTINUED BY MR. WILLIAM MCDOWELL: 1956 1 Q: And there's more evidence to come in 2 this, obviously, but if your mother said that to 3 somebody, she did so without consultation with you? 4 A: Yes. 5 Q: And in fact, she was incorrect. If 6 she said that, she was incorrect. 7 A: If she said that, it was incorrect. 8 Q: And then up on the -- the right hand 9 side: 10 "Tony took Murray Cook out of equation. 11 Mayor brought Tony into deal when Mayor 12 thought Murray Cook wouldn't be able to 13 deliver." 14 Looking at that, was your mother involved 15 in Tony -- in Tony DiCicco joining the project? 16 A: No, not at all. 17 Q: Were you aware of your mother's view 18 about whether Tony, or sorry, Murray Cook would or 19 wouldn't be able to deliver? 20 A: I'm not aware of that. 21 Q: Right. And so, we'll have more 22 evidence about this, but insofar as your mother's 23 involvement in this, these are new ideas for you. You 24 haven't -- 25 A: Yes, I was not aware. 1957 1 Q: Now -- now, the deal terminated, as 2 we've heard, on January the 9th of 2009. There was then 3 a period where effectively nothing was happening between 4 the two (2) sides in this terminated deal, but then there 5 was litigation. 6 A: Correct. 7 Q: Right. And you have testified this 8 morning about encountering Mr. O'Brien at some golf 9 dinner? 10 A: Correct. 11 Q: And did -- just to be clear about 12 this, did Mr. O'Brien come to your mother and ask whether 13 he could be of assistance, or was it the other way 14 around; did your mother go to Mr. O'Brien? 15 A: Well, he came to me. 16 Q: He came to you. And he offered to 17 assist in getting this resolved? 18 A: Yes, he did. 19 Q: And he came to you in your capacity 20 as being associated with WCD? 21 A: Yes. 22 Q: Now, if we look a these mechanics, 23 let me put it that way, of this discussion Mr. O'Brien's 24 going to have, Mr. O'Brien had been the city manager? 25 A: Yes. 1958 1 Q: And in that capacity he'd been an 2 advisor to your mother? 3 A: I would say, yes. 4 Q: Well, to the City -- 5 A: Even -- even afterwards. 6 Q: Right, and afterwards; I was going to 7 come to that. He has remained a trusted advisor. 8 A: Yes. 9 Q: In a way that other city managers are 10 not, I take it, former city managers? 11 A: Well, some of them have moved away, 12 so I can't answer that. 13 Q: Right, but -- 14 A: Distance wise alone, he's close. 15 Q: Close. And he sometimes does -- he 16 has dinner with her from time to time? 17 A: I believe so, yes. 18 Q: He does errands for her, if I could 19 put it that -- from time to time? 20 A: I don't know about that. 21 Q: He is a trustee of the family trust 22 that your family has? 23 A: Correct. 24 Q: Right. And with our new found 25 knowledge of trust here, you're a beneficiary of the 1959 1 trust. 2 A: I believe I am. 3 Q: Right. 4 A: May not be after this. 5 Q: Well, fair enough, but as matters 6 stand you're a beneficiary. 7 A: Correct. 8 Q: And so here is your mother's advisor, 9 and -- in this special capacity, his formal capacity, at 10 least, being the trustee, he's setting off to try and 11 resolve things with Mr. DeCicco? 12 A: Correct. 13 Q: But he's also a director of one (1) 14 of the OMERS entities? 15 A: Yes. 16 Q: And you sit in on these negotiations 17 on the side of WCD? 18 A: I'm sitting there putting them 19 together -- 20 Q: Right. 21 A: -- because the only way it's going to 22 be resolved is Tony and OMERS -- 23 Q: So you -- 24 A: -- come to a settlement. 25 Q: All right. But I mean, why are you 1960 1 there? Do you assume the -- the peacekeeper role here, 2 or... 3 A: Yes, kind of, because Tony can be 4 argumentative. 5 Q: And just so we have it from you, what 6 was your understanding of what Mr. O'Brien was doing in 7 these meetings? 8 A: He was trying to come to an 9 agreement, a satisfactory agreement, between the two 10 sides. 11 Q: M-hm. 12 A: A settlement agreement. 13 Q: Now, let's pull up Exhibit 215. 14 These are notes taken by the city solicitor. This is 15 September 3rd of 2009. Mary Ellen Bench. We understand 16 she'll give evidence consistent with these notes: 17 "Hazel has called him and suggested he 18 talk to me." 19 That's Mr. O'Brien. Going down a couple 20 of bullets: 21 "Met with DeCicco and Peter McCallion 22 at her request." 23 So Mr. O'Brien is saying that he met with 24 Mr. DeCicco, but also you at the mayor's request? 25 A: I didn't know it was at her request. 1961 1 He offered. 2 Q: All right. 3 "Has read affidavits." 4 Sorry. 5 "Discussed with Michael Latimer. Has 6 read affidavits by DeCicco and Peter 7 McCallion. Concerned with conflict." 8 A: So that's after -- oh, that's 9 September 3rd, yeah. 10 Q: Right. At this point, did -- did 11 your mother say anything to you about her concern about a 12 conflict in relation to this issue? 13 A: No. 14 Q: And then going down to September 5th: 15 "Had a long -- he had a long chat with 16 Hazel this morning." 17 That's Mr. O'Brien: 18 "She is not that excited about the 19 Sheridan deal." 20 And then carrying on: 21 "Concerned that if the City goes ahead 22 with deal that -- with Sheridan, could 23 put the City in a precarious position." 24 Do you see that? He's quoting -- 25 A: Which point is that? 1962 1 Q: Would he just be quoting -- 2 A: Oh, that one. 3 Q: Did you have an understanding from 4 Mr. DeCicco that -- that he had an improved bargaining 5 position, given that the Sheridan deal was now coming up 6 to a closing? 7 A: I wasn't aware of the Sheridan deal. 8 Q: At all? Even by this point? 9 A: No. 10 Q: Okay. 11 "Recommends bringing Hazel up to date 12 before it goes to counsel." 13 And then the next bullet: 14 "Hazel has agreed to declare a 15 conflict." 16 Next bullet: 17 "No, she has talked to Peter and 18 DeCicco." 19 Again, so this is a couple of days later. 20 Did you have any discussion about your mother's concerns 21 about being in a position of conflict in that time 22 period, September 5th? 23 A: I was not aware of that, no. 24 Q: All right. And then it carries on. 25 Just to cover this off, do I take it that you were not 1963 1 speaking with your mother about this conflict of interest 2 on her part, in September of 2009? 3 A: No. 4 MR. WILLIAM MCDOWELL: All right. 5 Commissioner, I'm going to move to another area. Could 6 we perhaps break? 7 COMMISSIONER DOUGLAS CUNNINGHAM: Sure. 8 Take fifteen (15) minutes. 9 THE COURT CLERK: Order. All rise, 10 please. The Inquiry stands recessed for fifteen (15) 11 minutes. 12 13 --- Upon recessing at 3:29 p.m. 14 --- Upon resuming at 3:47 p.m. 15 16 THE COURT CLERK: Order. All rise, 17 please. The Inquiry is reconvened. Please be seated. 18 19 (BRIEF PAUSE) 20 21 CONTINUED BY MR. WILLIAM MCDOWELL: 22 Q: Just a few remaining points, sir. In 23 relation to the affidavit -- I'm sure that you're sick of 24 telling the story about the affidavits, but there's the 25 first, the August 24th one, and Ms. Rothstein's reviewed 1964 1 the circumstances of that -- 2 A: Correct. 3 Q: -- being sworn. And then, I guess, 4 we will see the evidence from Mr. Bisceglia or the people 5 in his office about the circumstances surrounding why 6 that firm didn't commission a further affidavit. 7 But, in any event, you went to Mr. 8 Schwarz, to his office? 9 A: Correct. 10 Q: And Mr. Schwarz has, from time to 11 time, acted as your mother's personal solicitor, I take 12 it. 13 A: Yes, for many years. 14 Q: For many years. And in fact, we're 15 talking about the family trust, and so on; he's the one 16 that did those arrangements. 17 A: Yes. 18 Q: So you went back, taking aversion 19 which you understand -- not you understood -- which was - 20 - which contained the expression of your desire to 21 correct the record. 22 A: Correct. 23 Q: And then after you swore that one you 24 vetted that one with -- with your mother, I gather? 25 A: I believe I sent a copy to Mary Ellen
1965 1 Bench. 2 Q: All right. And in any event, it was 3 communicated to you, was it by your mother that it was 4 insufficiently clear? 5 A: Probably. Yes, I don't a hundred 6 percent remember that, but -- 7 Q: Now, with respect to the -- the first 8 affidavit, the -- yeah, the August 24th one, we want to 9 be clear about this. Did you discuss the affidavit with 10 your mother over the telephone before it was sworn? 11 A: All I said was there was a lot of 12 changes that I had to make from the first affidavit that 13 Emilio gave me. 14 Q: All right, so -- 15 A: I didn't discuss what they were. 16 Q: All right. So the first affidavit, 17 just so we have this, is the August 24th affidavit, 18 Exhibit 212? 19 A: Whatever the number is, yeah. 20 Q: Well, let's just look at it to make 21 sure. This is an important point. 22 Let's go down to the first paragraph -- or 23 the second paragraph, I guess. 24 A: Yes, that's the one. 25 Q: "I'm one of the principles." So you 1966 1 did discuss this affidavit, Exhibit 212, with your 2 mother? 3 A: Over the phone, saying before this. 4 Q: Before it sworn? 5 A: Before signing. 6 Q: Before signing it? 7 A: Before signing it. 8 Q: Right. 9 A: I said there was a lot of changes 10 from the draft that Emilio sent me. 11 Q: Right. 12 A: And I corrected them. 13 Q: Oh, and I take it the litigation that 14 was going on was a matter of interest to her because the 15 Sheridan deal was pending? 16 A: Well, to her, it would have been 17 interesting, yeah. I didn't know about the Sheridan deal 18 though. 19 Q: All right. Did you look at any of 20 the other affidavits in the proceeding? 21 A: I saw none. 22 Q: And you discussed to some extent the 23 substance of this affidavit with your mother? 24 A: No, just the fact that I had to make 25 a lot of changes -- 1967 1 Q: All right. 2 A: -- not what they were. 3 Q: I have to ask you, sir, you say that 4 you knew nothing about the Sheridan transaction at any 5 point? 6 A: Well, it was in the newspaper much 7 after this. 8 Q: But hadn't it been announced with a 9 lot of fanfare in the spring of 2009? 10 A: Yes, I remember that, but it wasn't 11 specific to a site. 12 Q: It wasn't specific to a site? 13 A: Or if it was, I thought it was on a 14 site where the theatres were. 15 Q: So you thought that it was going on a 16 different portion of the Square One lands? 17 A: Correct, not where we were. 18 Q: And, at some point, did you figure 19 out that it was, in fact, where you were? 20 A: After the fact. 21 Q: Long after this? 22 A: Yes, after this. 23 Q: So long after August the 24th? 24 A: Long after. 25 Q: All right. And so there's a second 1968 1 affidavit and then there was a third affidavit. Did Ms. 2 Bench ask you for the third affidavit? 3 A: I believe I sent it. I don't believe 4 she asked for it specifically. 5 Q: All right. And what was it that 6 prompted you to -- to do the third affidavit? 7 A: That it wasn't completely clear. 8 Q: Right. And having sworn that 9 affidavit, what did you do with it? I mean, you have 10 version 1, version 2, version 3. You got -- 11 A: Right. 12 Q: -- version 3 sworn. What do you with 13 it at -- at that point? 14 A: I sent it to Emilio's office after it 15 was commissioned, and I believe -- 16 Q: All right. 17 A: -- I sent a copy to Mary Ellen Bench. 18 Q: Right. Now is it possible that you 19 discussed it with Mr. Couprie, the first affidavit, or 20 the second, or the third? 21 A: I didn't discuss the details of it. 22 I told him that I had their affidavit that I had to sign 23 and I had a lot of -- 24 Q: You had to sign? 25 A: -- and I had a lot of changes to it. 1969 1 I didn't discuss with him what the changes were either. 2 Q: All right, but let's just get this 3 straight. In advance of swearing the affidavit, the 4 Exhibit 212, you did discuss this with Mr. Couprie? 5 A: I told him I had an affidavit to 6 sign. 7 Q: Right. And did you discuss with him 8 that it touched on the nature of your involvement with 9 WCD? 10 A: No. 11 Q: All right. Now as I understand it, 12 one (1) of the complications in describing your role was 13 that you no longer had the trust document? 14 A: Correct. I thought I'd discarded it. 15 Q: Right. And I can't remember offhand 16 how you extinguish a trust, but I don't think ripping up 17 your copy is good enough. 18 A: Well, I don't know that. 19 Q: Right. So you thought that because 20 you no longer had your copy, that was the end of the 21 trust? 22 A: That was the end of it. 23 Q: All right. We now know, of course, 24 that if you'd asked Mr. Couprie for his documents, he had 25 all the signed documents. 1970 1 A: I thought he had discarded his too 2 because it had served the purpose. 3 Q: Right. Okay. So do you know whether 4 Mr. Couprie brought the documents in to -- to Mr. 5 Bisceglia once we got into the Inquiry? Are you aware? 6 Before -- or before we got into the Inquiry? 7 A: I don't know when he provided those 8 documents. 9 Q: So during -- is it possible during 10 the -- 11 A: I assume it's during the Inquiry. 12 Q: Is it possible that it's early as 13 during the litigation? 14 A: I'm not aware of that. 15 MR. WILLIAM MCDOWELL: Okay. I'm going 16 to conclude in a second, and then it may be useful to 17 actually have Ms. Rothstein ask a couple of questions to 18 clarify this. 19 COMMISSIONER DOUGLAS CUNNINGHAM: All 20 right. 21 22 CONTINUED BY MR. WILLIAM MCDOWELL: 23 Q: Now let's look at -- let's look at 24 Exhibit 144. So this is one that -- an exhibit that 25 garnered some attention at the end of our last session of 1971 1 the Inquiry: 2 "The important thing to maintain is to 3 maintain a relationship with the City. 4 Have you done this to date?" 5 Says Mr. Kitt. 6 "I don't trust the buyer, and there's 7 no doubt they are using Hazel in this 8 process. It is difficult to tell her 9 that, especially with her son 10 involved." 11 Now you gave some evidence this morning 12 about the number of calls that Mr. DeCicco had made to 13 your mother. 14 A: M-hm. 15 Q: And you seemed surprised by that 16 evidence? 17 A: The number of calls, no. 18 Q: You weren't surprised by that? You 19 were unaware of that though, I gather? 20 A: I was unaware, but I'm not surprised. 21 Q: And you're not surprised because this 22 is just something that developers have done, I take it? 23 A: Some people do, yes. 24 Q: What do you say to the suggestion 25 that they were using your mother in the process? 1972 1 A: I don't believe they were. 2 Q: All right. Just lastly, to finish 3 off, why did you send version two of the affidavit, the 4 September 11th affidavit, to Ms. Bench? What prompted 5 that? 6 A: Just more clarification. 7 Q: Your mother had spoken to you about 8 clarifying this? 9 A: I believe so, yes. 10 Q: And this was becoming a public issue, 11 I guess? 12 A: I don't believe at that point it was. 13 Q: Okay. But you wanted there to be 14 some clarity in the issue? 15 A: Correct. 16 MR. WILLIAM MCDOWELL: All right. Thank 17 you very much. 18 COMMISSIONER DOUGLAS CUNNINGHAM: Ms. 19 Rothstein, did you have some further questions? 20 21 (BRIEF PAUSE) 22 23 MS. LINDA ROTHSTEIN: Before I ask a 24 question or two (2), could I just wait until after Mr. 25 Lax? It will only be on my clarification as to when the 1973 1 documents involving WCD were given by Mr. Couprie to Mr. 2 Bisceglia. I don't know that off the top of my head, 3 and... 4 COMMISSIONER DOUGLAS CUNNINGHAM: Right. 5 All right. Mr. Lax...? 6 7 CROSS-EXAMINATION BY MR. CLIFFORD LAX: 8 Q: Mr. McCallion, I'm Cliff Lax. I'm 9 the lawyer for the Corporation, the City of Mississauga. 10 A: Okay. 11 Q: And now having heard your evidence, 12 would this be a fair summary of what it is that -- that 13 you wish the Inquiry to accept, that from 2005, from the 14 incorporation of WCD, until just recently in preparation 15 for your testimony here, you believed that your role at - 16 - with WCD was nothing other than that of a real estate 17 agent? 18 A: Correct. 19 Q: You now say that you realize that 20 that was wrong and that, in fact, you are the owner of 16 21 percent of the equity of WCD? 22 A: Correct. 23 Q: And I take it that even when you 24 borrowed the money, the fifty thousand dollars ($50,000) 25 from TACC, which is Exhibit 196, Your Honour -- Mr. 1974 1 Commissioner, and at that at that time you represented 2 that you had signing authority on behalf of World Class, 3 that you were wrong to believe that you were misleading 4 in any way, because a real estate agent would normally 5 have signing authority on behalf of the client. Is that 6 correct? 7 A: That's correct. 8 Q: But, lo and behold, you now find out 9 that you were wrong to have thought that you were wrong, 10 because you were really a principal in the company when 11 you borrowed the fifty thousand dollars ($50,000) from 12 TACC. Is that correct? 13 A: I know that today, yes. 14 Q: You're aware that when Mr. Cook 15 engaged litigation with the company; that he claimed that 16 he and you, not Couprie, but that he and you were the 17 real partners in WCD. 18 A: I didn't know that. 19 Q: He has the 20 percent, you as to 80 20 percent. 21 A: I didn't know that. 22 Q: You didn't know that? 23 A: I didn't see his litigation. 24 Q: And after Mr. DeCicco came in were 25 you aware as to whether or not Mr. Bisceglia, the lawyer, 1975 1 through his family, was also an investor in WCD? 2 A: No, I did not. 3 Q: Are you aware today that Mr. 4 Bisceglia -- 5 A: As a result of the Inquiry, yes. 6 Q: And when did you become aware that 7 the lawyer for WCD was also one (1) of your partners in 8 WCD? 9 A: During the process of the Inquiry. 10 Q: And so, Mr. McCallion, you told Mr. 11 McDowell that you were not aware that the company had 12 gone out to seek financing in June 2008 and, in fact, 13 they had retained Ernst & Young for that purpose. 14 That's Exhibit 269, Mr. Commissioner. 15 If you go to the third page of the 16 document, please. This is where World Class Developments 17 is described as effectively owned by three (3) 18 individuals, Mr. DeCicco, yourself, and Mr. Cook, and you 19 agreed that that was factually correct as of June of 20 2008. 21 A: It was knowledge after the fact. 22 Q: It was correct at the time that Ernst 23 & Young prepared this document? 24 A: I didn't know that. 25 Q: And then when the affidavit was 1976 1 prepared for you, the one that's caused so much 2 difficulty because of the mistake that was made in which 3 you desc -- you were described as a principal of WCD, 4 that affidavit was either drafted by Mr. Bisceglia or, 5 alternatively, he was in the room when it was being 6 reviewed with you; is that correct? 7 A: No. 8 Q: I thought you said that at the first 9 meeting that you had, it was at Mr. Bisceglia's office in 10 which the -- the affidavit was discussed? 11 A: No, it was not. 12 Q: Sorry? Go ahead. 13 A: No, it was not. 14 Q: All right. It was not. So you were 15 at -- it was the only meeting at which -- at which you 16 were present? Refresh my memory. The affidavit was 17 prepared in draft form and you made revisions to it in 18 two (2) separate drafts; is that correct? 19 A: Correct. 20 Q: And -- and you received that 21 affidavit at Mr. Bisceglia's office? 22 A: By email. 23 Q: By email. And you did not know at 24 the time that Mr. Bisceglia was not only the lawyer for 25 WCD but also one (1) of your partners? 1977 1 A: I did not know that. 2 Q: And you're now suggesting that the 3 lawyer for WCD and one (1) of your partners had it wrong 4 when he described you as a principal of WCD? 5 A: Correct. 6 Q: When, in fact, you now know that the 7 only person who was wrong in that regard was you for 8 believing that you weren't a principal? 9 A: Correct. 10 Q: Have you received any portion of the 11 $4 million recovery that WCD made on the sale of the land 12 or on the resolution of the litigation with OMERS? 13 A: None. 14 Q: You now know that you have a 16 15 percent interest in that -- in that recovery? You've 16 known that I take it for more than a few days? 17 A: More than a few days, yes. 18 Q: And that would suggest, therefore, 19 that you have an entitlement to 16 percent of the net 20 profits of this company? 21 A: I believe that, yes. 22 Q: In addition, you would have an 23 entitlement to recover the loans that you made to the 24 company, correct? 25 A: I expect to recover the loans, yes. 1978 1 Q: So that as we sit here today, you 2 expect to recover a hundred thousand dollars ($100,000) 3 for your own benefit, fifty thousand (50,000) going to 4 TACC on the loans, correct? 5 A: Correct. 6 Q: And you expect to recover 16 percent 7 of the net recovery that the -- that the other 8 shareholders received? 9 10 MR. BRIAN GOVER: Well, with respect 11 that's not the witness' testimony. 12 COMMISSIONER DOUGLAS CUNNINGHAM: Well, 13 he's being cross-examined. I mean, if -- if -- 14 THE WITNESS: I don't expect to receive 15 any money. 16 17 CONTINUED BY MR. CLIFFORD LAX: 18 Q: Well, you would have an entitlement 19 to receive 16 percent. Your entitlement would be no less 20 and no greater than that of Mr. DeCicco, correct? 21 A: Correct, if you analyse it that way. 22 Q: If what? 23 A: If you analyse it that way. 24 Q: Well, you're a shareholder like him? 25 A: Well, I -- the money should go to 1979 1 Leo, and if he decides to give it to me that's his 2 choice. 3 Q: Well, he holds your shares in trust 4 for you, so you'd know he would have no choice? 5 A: I guess he wouldn't. 6 Q: All right. So as we stand here 7 today, you would have an entitlement to recover 16 8 percent of the amounts that all -- that were paid to all 9 of the other shareholders, as well as the loans, correct? 10 A: Correct. 11 Q: When did you realize that you would 12 have an entitlement to this recovery? 13 A: About a month ago through the process 14 of the Inquiry. 15 Q: And did you advise the Commission 16 that the basis upon which the Commission had ordered 17 funding for your legal fees on the basis that you could 18 not afford to pay them was no longer the case and that 19 you could now rec -- had the basis of recovering this sum 20 of money to cover your expenses? 21 OBJ MR. BRIAN GOVER: Mr. Commissioner, I 22 object. In my submission, what Mr. Lax seems to be 23 trying to do is to re-litigate an issue that was 24 determined by you in response to a motion brought on 25 March 4th, 2010. 1980 1 And I remind Mr. Lax that the evidence of 2 the witness is that he doesn't intend, doesn't expect, to 3 receive anything from the proceeds apart from repayment 4 of the loan. So I submit that that's an unfair question 5 that's being put to the witness -- 6 COMMISSIONER DOUGLAS CUNNINGHAM: Well, 7 whether he expects to receive anything or not, I think 8 the point that Mr. Lax is making is that because of this 9 trust agreement he may be entitled to certain funds. 10 And I think the point that Mr. Lax is 11 making is that Mr. McCallion, in the course of seeking 12 funding, swore an affidavit outlining his financial 13 affairs and I think the point Mr. Lax is making is, one, 14 this wasn't part of that evidence, and secondly, if it 15 wasn't did he bring it to the attention of the Commission 16 that there had been a change in his circumstances? 17 MR. BRIAN GOVER: Well, I accept that. 18 It -- but with the proviso that we have to remember that 19 the witness' testimony has been that it's been only 20 recently and -- 21 COMMISSIONER DOUGLAS CUNNINGHAM: Well, I 22 don't know when it was he simply said that he realized 23 that he was entitled legally to some of these proceeds 24 once the Inquiry got under way. I think that's all he 25 said. He didn't say when, and I don't know when. 1981 1 MR. BRIAN GOVER: Well, perhaps Mr. Lax 2 could ask that question then because -- 3 COMMISSIONER DOUGLAS CUNNINGHAM: Perhaps 4 he will. 5 MR. BRIAN GOVER: -- fairness to the 6 witness really requires it, in my submission. 7 COMMISSIONER DOUGLAS CUNNINGHAM: All 8 right. Well, I think Mr. Lax may do that. 9 10 CONTINUED BY MR. CLIFFORD LAX: 11 Q: I thought I heard you say, Mr. 12 McCallion, you realized that your entitlement -- you 13 realized your entitlement about a month ago, that's what 14 it -- 15 A: Yes. 16 Q: All right. And my question was that 17 in the -- in the month since then have you written to the 18 Commission to indicate that the circumstances set out in 19 your affidavit regarding need had -- had changed? 20 A: No, I did not. 21 Q: I wonder if you could now please turn 22 -- and this may be an exhibit or part of it may be an 23 exhibit, to which I apologize -- to COM0010020095 and 96. 24 These -- these are summaries, Mr. 25 McCallion, of monies that were received by the company 1982 1 Landplex and the sources of the receipt of the money. 2 I'd like you to help me a little bit with 3 who the people are. John Di Poce we know was an 4 investor. Was he an investor right from the beginning of 5 Mr. DeCicco's arrival or did he come in subsequently? 6 A: I do not know that. 7 Q: And do you know that he was an 8 investor? 9 A: No, I did not. 10 Q: And we're going to come back to the 11 meetings that -- that he attends with your mother in -- 12 in her office. Did -- did you have any idea of whether 13 or not those meetings had anything to do -- 14 OBJ MS. LINDA ROTHSTEIN: Your Honour, if I - 15 - I'm sorry, Mr. Lax. I don't know -- I don't know what 16 he's on, Your Honour. I'm going to take the position, if 17 I may -- I'm sorry, I'm doing the wrong thing here to 18 object. My first objection. 19 Your Honour, this document my client gave 20 to Commission counsel, and we had understood that there 21 would be some discussion about some of the names on this 22 document, and the propriety of having those names 23 disclosed before they -- it would be made an exhibit. 24 So forgive me if I've missed this on the 25 exhibit list and not raised this issue sooner. So that's 1983 1 my mea culpa there, Your Honour. But in any event, I 2 would -- I would ask you why this is an interest that's 3 engaged by the City of Mississauga? 4 It wasn't something that your Commission 5 counsel was interested in from this witness, and I don't 6 see why Mr. Lax's client would be concerned about this 7 aspect of the case. 8 COMMISSIONER DOUGLAS CUNNINGHAM: Well, I 9 don't know either. I've seen this for the first time 10 moments ago. What I understand it is, is that it's a 11 document presumably obtained from Mr. DeCicco because it 12 -- 13 MS. LINDA ROTHSTEIN: It was prepared by 14 Mr. Bisceglia for the purposes of the Inquiry to assist 15 Commission counsel. 16 MR. WILLIAM MCDOWELL: All right. Well, 17 a couple of things. That is true, I -- a couple of 18 things. I didn't know that this document had made its 19 way out of the exhibit list, but having said that, there 20 has been evidence about Mr. Di Poce's investment, for 21 example -- 22 COMMISSIONER DOUGLAS CUNNINGHAM: There 23 has. 24 MR. WILLIAM MCDOWELL: -- without 25 objection. And the documents which have been produced 1984 1 relatively recently, within the last ten (10) days or so 2 by the -- by WCD, we have imported to court book on 3 notice to the parties because we got them, frankly, quite 4 late in the day. So -- so I -- I don't -- 5 MS. LINDA ROTHSTEIN: This wasn't with 6 those, Mr. McDowell. This one you had from the outset of 7 the Inquiry. 8 THE COURT CLERK: Ms. Rothstein, could 9 you speak up, please. 10 MS. LINDA ROTHSTEIN: I'm so sorry. And 11 I just want to just respond to Mr. McDowell, if I can. 12 This document is one (1) of the very first documents my 13 client gave to the Inquiry long before it ever had 14 standing, or applied for standing. 15 My very first meeting with Mr. McDowell, 16 we produced this and many other documents on the 17 condition that there would be a discussion about to what 18 extent it would be redacted. 19 So I didn't know, Your Honour, that this 20 was going to be on the exhibit list today. I'm not sure 21 whether that's my mistake or not, although it appears 22 your counsel was also mistaken. And it raises some 23 significant concerns. 24 COMMISSIONER DOUGLAS CUNNINGHAM: Was it 25 agreed, Ms. Rothstein, that there would be discussion
1985 1 about this document if it was going to be tendered, and 2 that there -- there might be some redactions? 3 MS. LINDA ROTHSTEIN: Correct. 4 COMMISSIONER DOUGLAS CUNNINGHAM: And 5 have those discussions taken place? 6 MS. LINDA ROTHSTEIN: No, because I 7 didn't know this was going to be an -- an exhibit today, 8 and I certainly didn't foresee that Mr. Lax would be 9 using this to cross-examine Mr. McCallion. 10 COMMISSIONER DOUGLAS CUNNINGHAM: And, 11 Mr. McDowell, does that fairly summarize the -- 12 MR. WILLIAM MCDOWELL: It is although, as 13 I say, we've been overtaken to some -- to some extent, 14 but we know Mr. Bisceglia is a shareholder, we know Mr. 15 Di Poce is. I mean, I'm happy to have the discussion, 16 but I think at this -- 17 MS. LINDA ROTHSTEIN: And there's no 18 problem with that. That's in the public record, and I 19 don't have -- Mr. Bisceglia and Mr. -- 20 COMMISSIONER DOUGLAS CUNNINGHAM: And all 21 we know now is that Mr. Lax is asking about certain of 22 these people, including Mr. Di Poce -- 23 MS. LINDA ROTHSTEIN: Right. 24 COMMISSIONER DOUGLAS CUNNINGHAM: -- who 25 we've already heard about. 1986 1 MS. LINDA ROTHSTEIN: I have no trouble 2 with that, but there's others on the list, and my concern 3 is about him going through the document, as I anticipated 4 was his purpose, for the purpose of determining who all 5 these companies were. 6 And if there is anyone that needs to be 7 asked about that, if that does become a matter of 8 relevance, my client will be testifying and he will be 9 able to answer those questions. 10 MR. WILLIAM MCDOWELL: Okay. To be 11 clear, this one has not yet been marked, and we've killed 12 the media switch, so it's not going off into the -- into 13 the ether, but maybe Mr. Lax can get around to -- 14 COMMISSIONER DOUGLAS CUNNINGHAM: Mr. 15 Lax, if there has been an undertaking given to -- 16 MR. CLIFFORD LAX: I wasn't aware of -- 17 COMMISSIONER DOUGLAS CUNNINGHAM: -- 18 discuss -- 19 MR. CLIFFORD LAX: I wasn't aware of it, 20 of course. 21 COMMISSIONER DOUGLAS CUNNINGHAM: No, but 22 if there had -- if there were discussions, I think in 23 fairness those discussions might go on after you -- 24 because we're not going to get finished today. You're 25 not going to get finished with Mr. -- 1987 1 MR. CLIFFORD LAX: No. 2 COMMISSIONER DOUGLAS CUNNINGHAM: -- 3 McCallion this afternoon. Now, I'm just wondering -- 4 MR. CLIFFORD LAX: We can deal with it in 5 the morning. I'll be happy to -- to abide by the outcome 6 of whatever those discussions are. 7 COMMISSIONER DOUGLAS CUNNINGHAM: Yes. 8 And then perhaps move on to something else now, and come 9 back to that if it's determined that that's something 10 that can be done. 11 12 CONTINUED BY MR. CLIFFORD LAX: 13 Q: Yeah. If I could just move on then 14 to Exhibit 195, which has been discussed already in the 15 evidence. 16 Mr. McCallion, this is the very partial 17 listing of receipts and disbursements during the limited 18 period from September 1st, 2006, to August 21st, 2007. 19 So we don't know what happened before or after. 20 A: Okay. 21 Q: All right. Excuse me. And so what 22 we do see as your counsel took you to -- if you look at 23 January the 12th, we see the initial deposit from Mr. 24 Couprie of two hundred and fifty-five thousand dollars 25 ($255,000) on January the 12th, 2006. 1988 1 A: That would be 2007. 2 Q: 2007, sorry, yes. And then going 3 down to March the 7th, we see an initial deposit from you 4 of thirty thousand dollars ($30,000)? 5 A: Correct. 6 Q: And then on March the 16th -- we'll 7 come back to this in a moment. 8 But on March the 16th and on March the 9 30th, we see two (2) cheques of a thousand dollars 10 ($1,000) going out to you for consulting. 11 A: Correct. 12 Q: I take it that you were to be paid 13 two thousand dollars ($2,000) a month as a consulting 14 fee? 15 A: No. 16 Q: Well, if we go down to the last entry 17 of June 28th, not having received any fees in the months 18 of April, May and June, we see a further payment to you 19 of six thousand dollars ($6,000). It appears that you're 20 catching up for the three (3) prior months at two 21 thousand dollars ($2,000) a month. 22 A: That is incorrect. 23 Q: All right. So is it a pure 24 happenstance then that in March you were paid consulting 25 fees of two thousand dollars ($2,000), and in June you 1989 1 received six thousand dollars ($6,000), which just 2 appears to be the equivalent of two thousand dollars 3 ($2,000) a month? 4 A: It appears. 5 Q: All right. And what was the 6 rationale then for the two (2) cheques of a thousand 7 dollars ($1,000), and what was the rationale for the 8 cheque for six thousand dollars ($6,000)? 9 A: Living expenses. 10 Q: Was there a consulting agreement that 11 provided how you were to be paid? 12 A: None. 13 Q: So let me understand. Would you just 14 walk into Mr. Couprie, you'd say, I need a cheque for six 15 thousand dollars ($6,000)? 16 A: Basically. 17 Q: And because you owned 80 percent of 18 the company, he gave it to you? 19 A: No, he had the cheques. 20 Q: And did he ever say no? 21 A: No. 22 Q: And then going back then to your -- 23 to the listing, on March the 28th, Mr. Couprie puts in a 24 further one hundred thousand dollars ($100,000) to make 25 his total investment now three-fifty-five (355)? 1990 1 A: Correct. 2 Q: And on April the 5th a cheque is cut 3 to Mr. Couprie but apparently charged to you for two 4 thousand three hundred and ten dollars and thirty cents 5 ($2,310.30). 6 Why were you being charged with expenses 7 that were being actually paid to Couprie? 8 A: We were going on a trip, and that was 9 the cost of the trip. 10 Q: I'm sorry, "we were going on a trip." 11 You and Mr. Couprie were going on a trip? 12 A: Correct. 13 Q: Couprie was going to pay for it? 14 A: Well, he paid through -- for it from 15 the money from -- that I had put into WCD. 16 Q: You'll have to take it a little 17 slowly, because I didn't understand that answer. 18 A: The two thousand three hundred and 19 ten dollars and thirty cents ($2,310.30) was the cost of 20 a trip. 21 Q: Right. And Couprie paid for it, and 22 you repaid Couprie, and it was charged to your account? 23 A: No, the money I had put into the 24 company, he used to pay for the trip. 25 Q: Why was it the money that you put 1991 1 into the company? Why wasn't it the money that he put 2 into the company? 3 A: Because it was my trip. 4 Q: He -- he had already put in three 5 hundred and fifty-five thousand dollars ($355,000) at 6 that stage. 7 A: Well, that's got nothing to do with 8 the trip. 9 Q: I see. And so where is your money 10 then that you talk about that you put in that's going to 11 be used to pay for the trip? 12 A: That's it there. 13 Q: Where? 14 A: The two thousand three hundred and 15 ten dollars and thirty cents ($2,310.30). 16 Q: No, that's a charge not a credit. 17 A: Well, I didn't put it in. 18 Q: That's a che -- that's a payment 19 going to Mr. Couprie. 20 A: To pay for the trip. 21 Q: All right. And so did you put in the 22 equivalent amount of money to -- to make the company 23 whole? Where -- where was this -- this money is coming 24 out of the company's bank account. 25 Why was it being charged to your account? 1992 1 A: Because I put in thirty thousand 2 (30,000). 3 Q: I see. All right. 4 On May 24th you put in another seventy- 5 three thousand five hundred dollars ($73,500). You told 6 Mr. Gover that that money came from commissions that were 7 owing to you on the sale of homes from De Zen Realty or 8 De Zen Construction? 9 A: Yes. 10 Q: Let me just understand that question. 11 Real -- realty commissions owing to you are not cash. 12 Did you go and borrow against commissions that were owing 13 to you, or were they paid to you? 14 A: They were paid. 15 Q: All right. So, I take it then, that 16 there would be a record of a commission payment to you 17 sometime in 2007; there would be at least seventy-three 18 thousand five hundred dollars ($73,500) from De Zen 19 Construction? 20 A: Correct. 21 Q: You, in turn, took that che -- that 22 money and paid it over to the company? 23 A: Correct. 24 Q: And then we turn to July the 30th, 25 and you put in fifty thousand dollars ($50,000), and 1993 1 that's the money that you borrowed from TACC? 2 A: Correct. 3 Q: Now, July 30th is the day before Mr. 4 Couprie and Landplex -- or Mr. Couprie, at least -- comes 5 in to WS -- WCD, because we look at Exhibit 197, there's 6 a Shareholders' Agreement with Couprie on August the 1st, 7 2007. 8 A: Yes. 9 Q: My question is this: you told us that 10 Mr. Couprie was coming in -- I'm sorry, Mr. -- I keep -- 11 Mr. DeCicco was coming into the company to lead the 12 company and to be a financial resource for the company, 13 correct? 14 A: Correct. 15 Q: Since Mr. DeCicco was expected to be 16 putting in money, why was it that on the day before he 17 comes into the company, that you, Peter McCallion, have 18 to go out and borrow fifty thousand dollars ($50,000) 19 from TACC? 20 A: I wanted to ensure the site plan fee 21 was paid. 22 Q: But you knew that the next day 23 DeCicco, a man with significantly greater resources than 24 you, would be joining the company, and he could easily 25 write that cheque? 1994 1 A: I could, but I didn't know how fast 2 it would happen. 3 Q: Is it possible that the other 4 explanation is that DeCicco said, All right, I'll come in 5 and be your partner, but I want to see you, Peter 6 McCallion, having some skin in this game, and I want to 7 see your investment in this company up by fifty thousand 8 dollars ($50,000)? 9 A: Absolutely not. 10 Q: Now, when you borrowed the fifty 11 thousand (50,000), or when you guaranteed the debt of -- 12 of World Class Developments, personally, you knew that 13 you did not have the wherewithal to order that guarantee 14 if demand was made on it? 15 A: Correct. 16 Q: And was that an open secret between 17 you and Mr. Silvio de Gasperis of the TACC group? Did he 18 know that too? 19 A: Not that I was aware of. 20 Q: He believed you had resources? 21 A: Yes. 22 Q: Did he ask you for any evidence to 23 support that belief? 24 A: No. 25 Q: When he extended the loan to World 1995 1 Class Developments Limited, did he ask for a financial 2 statement for World Class Developments Limited, as to its 3 ability to repay the fifty thousand dollar ($50,000) 4 loan? 5 A: No, he did not. 6 Q: Did he know that the next day, that 7 Mr. DeCicco would be stepping into the company as the 8 majority owner? 9 A: No, he did not. 10 11 (BRIEF PAUSE) 12 13 MR. CLIFFORD LAX: Just a moment, sir; I 14 may have just one (1) more question, then I'll sit down 15 for today. 16 17 (BRIEF PAUSE) 18 19 CONTINUED BY MR. CLIFFORD LAX: 20 Q: Now, I just want to ask you a couple 21 of other questions. This morning, Mr. Gover asked you 22 about licensing difficulties you had in maintaining your 23 registration as a real estate agent in the Province of 24 Ontario. 25 You told us that your licence was 1996 1 suspended on two (2) occasions? 2 A: Correct. 3 Q: Correct? 4 A: Yes. 5 Q: The first was because of a failure to 6 comply with the continuing education -- 7 A: Correct. 8 Q: -- requirements? How long was your 9 licence suspended for on that occasion? 10 A: I think two (2) or three (3) months. 11 It took me two (2) or three (3) months to do the courses. 12 Q: And do you know when that was? 13 A: 2007. 14 Q: And then the next year, was it, 2008, 15 that your licence was suspended for non-payment of the 16 insurance -- 17 A: No, it was 2009. 18 Q: 2009. And how long was your licence 19 suspended on that occasion for? 20 A: From September 'til January -- or 21 March. Sorry, March. 22 Q: So that's a longer suspension, six 23 (6) -- 24 A: Correct. 25 Q: -- six (6) months or so? 1997 1 A: Whatever. 2 Q: And on either occasion, was your 3 employment as an agent terminated by the brokerage 4 company for whom you worked? 5 A: Terminated? I couldn't work. 6 Q: Was your relationship as an agent for 7 the broker terminated on either of those two occasions? 8 A: Not that I was aware of. No. 9 Q: Did you go back to work for the same 10 brokerage firm after the six (6) month suspension? 11 A: Yes. 12 Q: And who was that? 13 A: Storemont Associates (phonetic). 14 Q: And that's who you'd been working for 15 before? 16 A: Yes. 17 Q: And on the pri -- on the first 18 occasion, when there was the shorter suspension, who 19 would you have been employed with at that -- 20 A: I believe I was with Royal LePage. 21 Q: And did you go back to work with them 22 after? 23 A: No. I went to Storemont. 24 Q: And was the fact that you went to 25 Storemont in any way related to a decision of Royal 1998 1 LePage that they didn't want you back? 2 A: No. 3 Q: I'll have more questions in the 4 morning -- more questions in the morning, Your Honour. 5 COMMISSIONER DOUGLAS CUNNINGHAM: All 6 right. Thank you. 7 MR. CLIFFORD LAX: Mr. -- I do have -- 8 we've prepared a chronology of -- of where -- where we're 9 going with the documents, which we're -- propose to hand 10 out to any counsel who wants it, to the Commission. It 11 might save you some note-taking time. 12 COMMISSIONER DOUGLAS CUNNINGHAM: Help 13 me. 14 MR. CLIFFORD LAX: And -- 15 COMMISSIONER DOUGLAS CUNNINGHAM: Anybody 16 object to that? 17 UNIDENTIFIED SPEAKER: No. 18 COMMISSIONER DOUGLAS CUNNINGHAM: All 19 right. 20 MR. CLIFFORD LAX: All right. 21 COMMISSIONER DOUGLAS CUNNINGHAM: You 22 want to pass these up? 23 MR. CLIFFORD LAX: So we'll -- I'll have 24 -- we'll hand it up to you -- 25 COMMISSIONER DOUGLAS CUNNINGHAM: 1999 1 Tomorrow would be fine. 2 MR. CLIFFORD LAX: -- tomorrow. 3 MR. WILLIAM MCDOWELL: Now, Mr. Gover 4 wishes to address you. 5 COMMISSIONER DOUGLAS CUNNINGHAM: Yes, Mr. 6 Gover? 7 MR. BRIAN GOVER: Yes. Thank you, Mr. 8 Commissioner. And, Mr. Commissioner, I do have 9 submissions concerning the scope of questioning by the 10 City's counsel. And let me elaborate on that very 11 briefly. 12 MR. WILLIAM MCDOWELL: I think it might 13 be better if we excuse the witness for this. 14 COMMISSIONER DOUGLAS CUNNINGHAM: Yes. I 15 think you're finished for the day, Mr. McCallion, unless 16 Ms. Rothstein wanted to ask some questions at this point. 17 MS. LINDA ROTHSTEIN: I'm in your 18 counsel's hands. 19 COMMISSIONER DOUGLAS CUNNINGHAM: Or do 20 you wish to wait till -- until the end? Sorry? 21 MS. LINDA ROTHSTEIN: I -- I'm in your 22 counsel's hands. 23 MR. BRIAN GOVER: In -- in the morning 24 will be fine. 25 COMMISSIONER DOUGLAS CUNNINGHAM: All 2000 1 right. Mr. McCallion, thank you very much. 2 THE WITNESS: Okay. 3 COMMISSIONER DOUGLAS CUNNINGHAM: You may 4 leave. 5 6 (WITNESS RETIRES) 7 8 COMMISSIONER DOUGLAS CUNNINGHAM: All 9 right. Mr. Gover...? 10 MR. BRIAN GOVER: Thank you, Mr. 11 Commissioner. I'm aware of the hour, and I will be 12 brief. Of course, Mr. Lax acts for the Corporation of 13 the City of Mississauga, and he's allowed to ask 14 questions in this Inquiry to the extent of the interest 15 of the Corporation of the City of Mississauga. Your 16 rules reflect that, of course, and I'm referring to Rule 17 32(b) which provides: 18 "That people with standing will have an 19 opportunity to cross-examine the 20 witness to the extent of their 21 interest." 22 Now, in my submission, we need to be 23 mindful -- although I've given some latitude to Mr. Lax 24 thus far, to the question of how a municipality's 25 interest is implicated, or could be implicated, in an 2001 1 inquiry such as this. 2 And clearly, if its conduct, or the 3 conduct of one of its elected officials or non-elected 4 officials has been called into question by a witness, or 5 the appropriateness of its process, in some respect, is 6 called into question, then its interest is engaged. 7 When we consider the process of a public 8 inquiry, of course, the Commissioner and Commission 9 counsel are required to ensure the fairness of what is, 10 after all, an inquisitorial process. 11 And of course, we're guided by comments 12 such as Mr. Justice Cory's comment in the Krever 13 Commission, and also Justice Binnie in Consortium 14 Developments, which was a case dealing with a municipal 15 public inquiry. 16 And that, of course, has implications for 17 how the Commissioner conducts the inquiry, and it's 18 accepted that Commission counsel's role is as the 19 guardian of the public interest. 20 Now, unlike most public inquiries, this 21 particular one has an obvious political dimension. We 22 know that a divided council has passed the resolution, 23 creating it. 24 However, once created, an inquiry under 25 the Municipal Act is like any other public inquiry. The 2002 1 City, though, I recognize is undoubtedly an important 2 party, but its counsel must not usurp the role of 3 Commission counsel, and counsel for the municipality is 4 constrained to examine witnesses to the extent of its 5 interest, as Rule 32 provides. 6 Now, in my submission, what you've just 7 heard about what was disclosed to Mr. de Gasperis, or 8 what may have been disclosed to him or may not have been 9 disclosed to him, and about employment arrangements as a 10 real estate agent in those periods in question, rightly 11 causes one to question whether this is an example of 12 cross-examining the witness to the extent of the City's 13 interest. 14 And, in my submission, we must take into 15 account that while questions such as this may have been 16 properly within the ambit of Commission counsel, 17 Commission counsel chose not to ask those questions. 18 And, now, for Mr. Lax to ask them, in my submission, 19 really amounts to assuming a role that is not 20 contemplated in our law. And, really, Mr. Lax has now 21 sought to assume the role of a special prosecutor. 22 He is not the Kenneth Star of this case 23 and, in my submission, ought to be precluded from asking 24 questions which do not fall within the ambit of Rule 25 32(b), which, after all, reflect our law. 2003 1 So I put Mr. Lax on notice, and I have 2 finished at 4:30, that I will have objections tomorrow 3 whenever, in my submission, questions are asked which 4 don't engage the City's interest, but instead deal with 5 these collateral issues which Commission counsel has seen 6 not -- seen fit not to deal with. 7 Thank you for hearing me out on that, Mr. 8 Commissioner. 9 COMMISSIONER DOUGLAS CUNNINGHAM: Thank 10 you, Mr. Gover. Rather than ask Mr. Lax or Commission 11 counsel to respond now, I think what we'll do is hear any 12 argument. In the event that you object to any line of 13 questioning that Mr. Lax decides to pursue, and I'll hear 14 -- I'll hear from Mr. Lax and perhaps from Commission 15 counsel at that time. 16 MR. BRIAN GOVER: Thank you very much, 17 sir. 18 COMMISSIONER DOUGLAS CUNNINGHAM: Ten 19 o'clock. 20 THE COURT CLERK: Order. All rise, 21 please. This Inquiry stands adjourned for the day. 22 23 --- Upon adjourning at 4:32 p.m. 24 25 2004 1 2 Certified Correct, 3 4 5 6 ________________ 7 Sue Kranz, Ms. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25