Bruce Estate (Re), 2013 ABQB 739

Court of Queen ’ s Bench of Alberta Citation: Bruce Estate (Re), 2013 ABQB 739 Date: 20131213 Docket: ES01 108801 Registry: Calgary Court File Number ES01 108801 Court Court of Queen’s Bench of Alberta (Surrogate Matter) Judicial District Calgary Estate Name Robert Samuel Bruce Applicant (Plaintiff) The Personal Representatives of the Estate of Robert Samuel Bruce, William E. Bruce and John C. Eadie Respondent (Defendant) Marjorie Lynne Goode _________________________________________ ______________ Reasons for Judgment of the Honourable Mr. Justice G.H. Poelman _________________________________________ ______________ I. INTRODUCTION [ 1 ] This application requires the

interpretation of particular provisions of the poorly-drafted will of Robert Samuel Bruce, who died on July 28, 2010. [ 2 ] The issues primarily concern whether a specific bequest of $700,000 in favour of Marjorie Lynne Goode should be paid only if farm lands in which she was given an interest for life were sold, and then only from the proceeds of their sale; or whether the bequest was conditional on, and would be funded by, the sale of lands forming part of the residue of the estate. Determination of these issues requires consideration of principles of

interpretation of wills and of what evidence may be considered in aid of that

interpretation. II. FACTUAL BACKGROUND [ 3 ] Mr. Bruce remained married to his wife, Donna Bruce, at his death, and had four children. However, he began living with Ms. Goode in or shortly after 1988, and remained in that relationship at his death.

[4] Mr. Bruce owned and operated a large farm, including a large amount of rural land and a sizeable herd of cattle. At his death,he owned 33 quarter sections of land and about 600 cattle. [5] Mr. Bruce and Ms. Goode entered into a “Cohabitation Agreement” dated March 1, 2002. At that time, Mr. Bruce ownednine quarter sections of land. Ms. Goode also owned two quarter sections of land, her family being farmers in the same general area.Among other things, the Cohabitation Agreement stated that if Mr. Bruce predeceased Ms. Goode, Ms.

Goode would be entitled to a lifeinterest in his nine quarter sections and would be given $100,000. [6] Mr. Bruce’s last will was executed on June 25, 2010, shortly before his death on July 28, 2010. Evidence of circumstancesleading up to and surrounding the making of the will was given in affidavits by John C. Eadie, one of the joint executors and trusteesnamed in the will (now called personal representatives). He is described by Mr. Bruce in his will as “my business associate.” In one ofhis affidavits, Mr. Eadie said he knew Mr.

Bruce “a number of years prior to his death and ... had served him ... as an accountant as wellas a business advisor and de facto a Corporate Financial Officer.” [7] The main points of Mr. Eadie’s evidence may be summarized as follows: a. Mr. Bruce executed several wills, including revisions “generated” by the Cohabitation Agreement. b. After entering into the Cohabitation Agreement, Mr. Bruce bought significantly more farm land, and built a farm residence. Healso purchased condominiums in Calgary and Phoenix, which he occupied with Ms. Goode and gifted to her. He also gifted a quartersection of farm land to Ms.

Goode in 2006. Mr. Eadie liberally deposed to discussions with Mr. Bruce regarding his intentions, in support of an application for advice and directionarising out of the will’s bewildering number of typographical errors and points requiring

interpretation. The application was initiallyheard in 2012, and generally the changes suggested by the personal representatives were not contested, with the exception of the one atissue here. c. On matters directly related to this application, on June 28, 2012, Mr. Eadie stated as follows: 3.21 In paragraph 5(e)(ii) of the Will, the Decedent specifically bequested to pay and transfer the amount of $700,000 to Ms.

Goode“immediately if the farm lands are sold or at the time of sale if the farm land sells at a later date.” Although the term “farm lands” is notdefined in the Will, the Personal Representatives respectfully request that the Court clarify that the Decedent intended this gift to begiven to Ms. Goode upon the sale of the farm lands in which she was given an interest, namely the Southern Farmlands and the MiddleFarmlands. 3.22 Such an

interpretation is logical, since I was informed by the Decedent, whom I verily believe, that he had in mind fairness whenhe was deciding how to provide for Ms. Goode and the residual beneficiaries. I do not understand that his intention was to give Ms.Goode $700,000 from the sale of the farm lands that he left to the residual beneficiaries. d. In his affidavit sworn on October 16, 2013, Mr. Eadie stated as follows: 14. That I can advise that in my discussions with the deceased he was desirous of leaving assets to his offspring. 15.

Specifically, I recall his desire to leave a larger bequest to the Life Interest party [Ms. Goode] than had been contemplated in the2007 Will. However in 2010, following discussions which involved many considerations it was determined that the additional $700,000bequest would be paid from the sale of the Farm Land that were subject to the Co-Habitation Agreement and this was the onlysubstantial change in the 2010 will. e. When Mr. Bruce died, he was in a dispute with Canada Revenue Agency (CRA) involving significant potential liabilities.(Reference to that dispute occurs in clause 4 of the will, where Mr.

Bruce allowed his personal representatives to keep all his residue intrust until that dispute was resolved.) Mr. Bruce remained confident that his position would prevail. Ultimately, his personalrepresentatives settled the dispute with CRA. [8] Since Mr. Bruce’s death, by agreement between Ms. Goode and the personal representatives, Ms. Goode took responsibilityfor farming all of the lands in the estate, along with land she controlled independently, in exchange for a share of crops on lands thatformed part of the residue. [9] The farm lands not subject to a life interest in favour of Ms.

Goode were sold in 2012 for approximately $5 million. On June1, 2013, Ms. Goode gave written notice to the personal representatives that it was “her intention to leave the farm.” Thus, the balance oflands in the estate were sold in September 2013, with closing dates ranging from October 1, 2013 to January 2, 2014. III. PRINCIPLES OF

INTERPRETATION [10] The objective of interpreting a will is to determine the subjective intent of the testator when the will was made: Lecky Estatev Lecky, 2011 ABQB 802 at para 51, 530 AR 286; Daniels v Daniels Estate (1991), (AB CA), 120 AR 17 (CA),leave to appeal to SCC refused (1992), 90 DLR (4th) viii. The primary means to accomplish this end is to interpret the words by theirnatural and ordinary meaning: Starosielski v Starosielski Estate, 1998 ABQB 651 at para 49, 238 AR 112; and Re Allan Estate (1994), (AB KB), 161 AR 292 (QB) at para 10.

The words must be understood in the context of the will as a whole: LeckyEstate v Lecky at para 83. [11] The “armchair rule” allows evidence of the testator’s circumstances such as his or her character, type and extent of propertyand relationships with relatives and others potentially interested in the will: Haidl v Sacher (1979), (SK CA), 106

DLR (3d) 360 at 363 (Sask CA); Lecky Estate v Lecky , paras 52-68 ; and Decore v Decore , 2009 ABQB 440 at para 6 . While there was once a debate over whether ambiguity must be established before surrounding circumstances could be considered, the weight of the authorities is now to the effect that “evidence of surrounding circumstances should be taken into account, together with the words of the will, in all cases before a final decision is made by the court as to the meaning of those words”: Lecky Estate v Lecky at para 68 ; cf. para 85. That is, in my respectful view, the correct approach.

If the objective of interpreting a will is to ascertain the testator’s subjective intention, it is important to know the surrounding circumstances to ensure that the words are understood in the same way they were used by the testator. [ 12 ] In more limited cases, the authorities have allowed evidence of a testator’s “direct intention.” Alberta cases have cautiously allowed some evidence of direct intention beyond the traditional categories, where the criteria for principled exceptions to the hearsay rule of necessity and reliability could be met: Lecky Estate v Lecky at paras 69-85 ; Decore v Decore at paras 9-12, 14-15 . (In Alberta, the Wills and Succession Act , SA 2010, c W-12.2, s 26 now expressly permits extrinsic evidence for testators dying on or after February 1, 2012 – a change not applicable in this case.) IV.

REVIEW OF MR. BRUCE’S WILL [ 13 ] The

interpretation point raised in this application requires a careful reading of the words of the specific provisions in issue, in the context of the will as a whole. For ease of reference, the overall structure of the will is first summarized and paraphrased, with the more germane provisions quoted to the extent necessary. [ 14 ]

Part I deals with “INITIAL MATTERS.” In addition to the usual appointment provisions, the personal representatives are authorized to “keep all the residue of my estate in trust” to ensure adequate funds to resolve the dispute with CRA. [ 15 ]

Part II, “DISPOSITION OF ESTATE,” provides for the payment of debts and then makes a number of specific provisions. Clause 5(

d) gives all personal effects and contents of “the house” on a named quarter

section to Ms. Goode, with three specific exceptions. Clause 5(

e) contains four specific bequests to Ms. Goode and one to Mr. Eadie. The four to Ms. Goode are in the following words: (

e) Specific Bequests (

i) To pay and transfer the amount of $300,000.00 to MARJORIE LYNN GOODE for her own use absolutely. This gift is in complete satisfaction of the $100,000.00 transfer to MARJORIE LYNN GOODE referred to in the Cohabitation Agreement of March 1, 2002 and is not in addition to that gift; (ii) To pay and transfer the amount of $700,000.00 to MARJORIE LYNN GOODE immediately if the farm lands are sold or at the time of sale if the farm land sells at a later date. [...] (iv) To give, devise and bequeath all inventory of my farm lands at the date of my death to MARJORIE LYNN GOODE; and (

v) To give, devise and bequeath all the mechanical farm machinery and equipment and vehicles to MARJORIE LYNN GOODE; [ 16 ] Clause 5(

f) contains provisions relating to some of the land owned by Mr. Bruce at his death. Again, it will be quoted, with the exception of the lists of legal descriptions: (

f) Preservation of Robert Bruce Farms: (

i) In accordance with the Cohabitation Agreement of March 1, 2002 ; (

A) MARJORIE LYNN GOODE shall be entitled to and is given exclusive use, occupation and benefit of: [Here, the will lists ten quarter sections, nine of which were all of the lands listed in the Cohabitation Agreement. The additional quarter

section was acquired after the cohabitation agreement.] (

B) MARJORIE LYNN GOODE shall have the right to the exclusive use of the lands and fixtures on said lands set out in the preceding paragraph for her lifetime or until she, in writing, advises my Trustee that she no longer desires their continued use, whereupon the stated lands shall either be sold, rented or operated by a third party (as determined solely by my Trustee), and the net income derived from these lands shall be paid to MARJORIE LYNN GOODE during her lifetime.

Provided however, that if the stated lands are sold, then my Trustees shall invest the net proceeds only in such investments as are from time to time authorized by law for trustees by the laws of the Province of Alberta and the benefit shall be paid to MARJORIE LYNN GOODE during her lifetime.

Further, it is my express wish that these lands by [sic] handled in a manner consistent with the conditions imposed in the following paragraph. (ii) In addition to the requirements to comply with the Co-habitation Agreement of March 1, 2002, and subject to the conditions below, MARJORIE LYNN GOODE shall have the access, use and profits for her natural life on the following lands: [The will here gives a list of seven legal descriptions, three of which are half sections, and the rest quarter sections, thus totaling another ten quarter sections – all of which were acquired after the Cohabitation Agreement.] [ 17 ] In addition, the will provided that the residue of the estate would be divided equally among Mr.

Bruce’s four daughters and Ms. Bruce, and confirmed that prior to executing the will, Mr. Bruce had paid money and transferred land to three of his daughters, which were to be considered advancements on their share of the residue.

[ 18 ] It will be instructive to compare some provisions of the will with the Cohabitation Agreement. Many words from the Cohabitation Agreement were obviously carried forward into the will. [ 19 ] Clause 21 of the Cohabitation Agreement provided that Ms. Goode: [...] shall be entitled to the exclusive use, occupation and benefit of Bob’s Farm Property (including all buildings located on Bob’s Farm Property); all Bob’s farm machinery and equipment related to Bob’s Farm Property and any grain inventories.

Lynn shall not be entitled to the use or benefit of any cattle owned by Bob. [ 20 ] “Bob’s Farm Property” comprised nine quarter sections, included in the group of ten listed in clause 5(f)(i)(

A) of the will. [ 21 ] Clause 22 of the Cohabitation Agreement also used many of the same words as clause 5(f)(i)(

B) of the will. Clause 22 states: Lynn shall have the right to the exclusive use of the assets set out in paragraph 21 for her lifetime or until she, in writing, advises Bob’s Trustees that she no longer desires their continued use, whereupon the stated assets shall either be sold, rented, or operated by a third party (as determined solely by Bob’s Trustees), and the net income derived from these assets shall be paid to Lynn for her lifetime.

Provided however, that if the stated assets are sold, then Bob’s Trustees shall invest the net proceeds only in such investments as are from time to time authorized by law for trustees by the laws of the Province of Alberta. [ 22 ] The essential provisions of the will, for purposes of this application, may then be more briefly summarized as follows: a. Ms. Goode receives $300,000, in place of the $100,000 promise in the Cohabitation Agreement. b. She also receives another $700,000 on sale of the “farm lands” or “farm land.” c.

She receives all “inventory of my farm lands” and all farm machinery, equipment and vehicles. d. She receives “exclusive use, occupation and benefit of” ten quarter sections of land (which I will call the “Life Interest Lands”), including the nine promised in the Cohabitation Agreement plus another one. She has these rights for life or until she no longer desires their use, at which time the personal representatives may sell, rent or have them operated by a third party, with net income to Ms. Goode for life.

The will expresses a wish that the lands be handled consistently with the conditions attached to use of other lands. e. Ms. Goode is given “access, use and profits” for life on an additional seven lands (ten quarter sections), subject to certain conditions regarding their management and upkeep. (I will refer to these lands as the “Profits Lands.”) This clause contains no reference to a possible sale of the Profits Lands, and Ms. Goode acknowledges that proceeds of their sale would go into the residue of the estate. f.

The remaining lands (fourteen quarter sections, or twenty-four quarter sections if the Profits Lands are sold), together with other assets, go into the residue of the estate to be distributed among Mr. Bruce’s wife and four children. (I will refer to the fourteen quarter sections of land that were in the estate, other than the Life Interest Lands and the Profits Lands, as the “Residue Lands.”) IV. FINDINGS A. Competing

Interpretations [ 23 ] The personal representatives and Ms. Goode submit different

interpretations on what land sales are meant in the specific bequest “of $700,000.00 to MARJORIE LYNN GOODE immediately if the farm lands are sold or at the time of sale if the farm land sells at a later date.” The personal representatives argue that the bequest is triggered by the sale of the Life Interest Lands; Ms. Goode argues that it is triggered by the sale of Residue Lands. [ 24 ] Both positions assume that the proceeds of the triggering sale would fund the $700,000 bequest.

Thus, on the personal representatives’ argument, the specific bequest would be funded by a sale of proceeds from the Life Interest Lands (or perhaps, also the Profits Lands) thus diminishing the income which would go to Ms. Goode for life; while Ms. Goode argues that the bequest would be paid out of proceeds from the sale of Residue Land, thus reducing the inheritance of the residuary beneficiaries. B. Textual

Interpretation [ 25 ] The problem is that the will does not define the words “farm lands” or “farm land” as used in clause 5(e)(ii), nor does it define any of the groups of lands separately identified throughout the will. (Presumably these two phrases mean the same thing, although it is another example of the poor drafting evident throughout the will.) [ 26 ] In an attempt to understand what Mr. Bruce might be said to have meant by these words, one step is to consider other references to land in the will. They are as follows: a. Another specific request to Ms.

Goode, quoted above, is of “all inventory of my farm lands at the date of my death.” The parties agree that this reference is to all farm lands, not limited to any particular category. b. Under the heading “Preservation of Robert Bruce Farms” Ms. Goode was given “exclusive use, occupation and benefit of” the Life Interest Lands. They are identified by individual legal descriptions, and subsequently referred to as “said lands set out in the preceding paragraph,” “stated lands,” “these lands,” “stated lands” and “these lands.” Then, Ms.

Goode is given “access, use and profits for her natural life on the following lands,” after which is the list of legal descriptions comprising the Profits Lands. As a condition of having the Profits Lands, Ms. Goode is “responsible for the upkeep of the non real property items on the 14 sections.” (It is unknown

what the fourteen sections are – neither the group of Life Interest Lands or the Profits Lands, or the two groups together, total fourteen sections.) c. When referring to lands given before his death which are to be treated as advancements, Mr. Bruce again refers to each quarter

section simply by its legal description. [ 27 ] The variety of words used to describe land and the absence of clear

definitions makes a plain-reading

interpretation difficult. The best inference from the bare words used is that Mr. Bruce meant “farm lands” to refer to all his farm property. That conclusion can be drawn from use of the same words in the phrase “all inventory of my farm lands,” which is agreed to refer to all his farm property; and from his use of legal descriptions followed by a variety of back-references such as “stated lands” in subsequent sentences (even though no

definitions are given to any lands in the will). [ 28 ] That

interpretation, if correct, would mean that the $700,000 bequest would be payable only if all farm lands had been sold as of Mr. Bruce’s death, or at such later date as all farm lands were sold. While that is a plausible meaning, neither party argues for it – because each side says the triggering sale and funding source must be either the Life Interest Lands (personal representatives’ position) or lands other than the Life Interest Lands (Ms. Goode’s position). [ 29 ] An

interpretation based only on textual construction of the words “farm lands” is thus inconclusive and, in any event, regard must always be had to the will as a whole. That is of particular importance here, given the careless use of words and detail throughout the will. C. Structure of Will [ 30 ] In addition to looking at how the will uses particular words to describe property, it is important to consider whether the overall structure of the will can inform a proper

interpretation. [ 31 ] The will makes two monetary gifts to Ms. Goode: $300,000 absolutely, and $700,000 contingent on a sale of “farm lands.” She also receives two groups of farm properties. The first group comprises ten quarter sections for her use, occupation and benefit or as a source of income if she no longer desires their continued use. In that case, the income might come from sale proceeds or proceeds from the personal representatives’ continued ownership of the land. The personal representatives have sole discretion whether to keep or sell the lands.

The second group of properties, ten quarter sections, would give Ms. Goode no benefit if sold and to keep them during her life she is obligated to maintain and manage them. [ 32 ] The will, Cohabitation Agreement and other circumstances show that Mr. Bruce intended to honour the Cohabitation Agreement but also make a more generous provision for Ms. Goode.

That appears from the tripled absolute payment; the addition of one quarter section; perhaps, the modification of a life interest in farm machinery and equipment to an absolute gift (although whether that limitation is intended in the Cohabitation Agreement is unclear); the removal of the exclusion of cattle, which appeared in the Cohabitation Agreement but not in the will; and, for what it may be worth (which I will address presently), Mr. Eadie’s affidavit testimony that “I recall his desire to leave a larger interest to the Life Interest party than had been contemplated in the 2007 Will.” Ms.

Goode relies on this evidence of increased generosity to say that the $700,000 gift was also intended to come from the residue, rather than the Life Interest Lands. [ 33 ] The personal representatives acknowledge the intention to show generosity, but say that was done regardless of how the $700,000 bequest is interpreted – by the additional absolute gift and the Profits Lands. Further, they argue that Mr. Bruce also intended to leave assets to his residuary beneficiaries.

Finally, they say he intended to be “fair” and the personal representatives think it would not be fair to burden the residue with an additional $700,000 payment and the tax burden of selling the Residue Lands. [ 34 ] It is, of course, obvious that Mr. Bruce intended to benefit all beneficiaries named in his will. However, in my view, construing the documents and the limited evidence of circumstances, Mr. Bruce’s primary intention was to provide generously for Ms. Goode and to enable her to maintain a reasonable income for life.

Other beneficiaries, while he intended them to benefit, would get what remained after that primary intention was accomplished. This it appears from the number and extent of specific bequests made for Ms. Goode and the fact that none of the pre-death gifts to her were said to be advancements (in contrast to those made to residuary beneficiaries). [ 35 ] It is also clear that Mr. Bruce sought to strictly comply with and largely follow the form of the Cohabitation Agreement for much of his will, to the extent of copying words from that document.

That conclusion is not disproved by the fact that he chose to exceed the benefits under the Cohabitation Agreement by increasing the monetary bequest and adding an additional quarter

section to the Life Interest Lands. [ 36 ] Yet the personal representatives argue that the additional bequest of $700,000 payable when “the farm lands” are sold is tied into the later provisions dealing with what should happen if the Life Interest Lands are sold. In my view, very clear words would be required to establish that intention. Clause 5(f)(

i) of the will is a complete code for dealing with the Life Interest Lands, largely modelled word for word on the Cohabitation Agreement. When Mr. Bruce wanted to modify this code, he did so in the negative words of clause 5(f)(

i) itself – by adding his “express wish that these lands by [sic] handled in a manner consistent with the conditions imposed in the following paragraph.” Even that limitation is a wish, not a condition. He also modified the Cohabitation Agreement by removing the words excluding cattle rights from the Life Interest Lands, which appeared in clause 21 of the Cohabitation Agreement. [ 37 ] The $700,000 gift is a specific bequest. It is in the nature of a specific bequest that it be funded by the residue.

For it to come from another gift to the same beneficiary would be unusual, and require clear expression of intention. As stated in AH Oosterhoff, Oosterhoff on Wills and Succession: Text, Commentary and Cases , 6th ed (Toronto, Ont: Carswell, 2007) at 523: A gift of residue is a gift of that part of the testator’s estate which he or she has not specifically disposed of. Hence, it includes all his or her property after pecuniary, general, demonstrative and specific gifts are satisfied.

In this case, there is nothing suggesting that Ms. Goode may only receive the $700,000 specific bequest if she abandons her right to operate the Life Interest Lands or Profits Lands – and, in any event, the personal representatives would have no obligation to sell any of those lands even if she no longer farmed them. [ 38 ] Further, there is a plausible reason for making the $700,000 monetary gift conditional on the selling of Residue Lands.

The bequest would not be payable until there were sufficient funds in the estate to do so (perhaps partly having regard to the dispute with CRA), and the personal representatives would not be forced to sell farm lands being operated as a going concern to fund this additional bequest. There are words contained throughout the will from which it can be readily concluded that Mr. Bruce desired the continued operation of his farm for some undefined period. [ 39 ] The fact that “farm lands” may, in a purely textual construction, connote all the farm lands in the estate is ultimately of little help.

The generality of the term may favour reference to the Residue Lands, but that is not consistent with the only other use of the words or with the position argued by either side on this application. D. Affidavit Evidence of Mr. Bruce’s Intention [ 40 ] It remains to consider the affidavit testimony of Mr. Eadie. [ 41 ] As stated above, evidence of direct intention may be admitted and considered as an exception to hearsay where the criteria of necessity and reliability are satisfied. The necessity criterion is met, because Mr. Bruce cannot give his own testimony and the will is ambiguous.

However, in my view the tendered evidence does not meet the threshold criterion of reliability and, if it did, is so weak that it could be given little weight. [ 42 ] In the first place, Mr. Eadie’s first affidavit made no statement about Mr. Bruce’s specific intention. Rather, it was an opinion on what

interpretation was logical and consistent with Mr. Bruce’s general objective of “fairness.” His statement that “I do not understand that his intention was to give Ms. Goode $700,000 from the sale of the farm lands that he left to the residual beneficiaries” is not evidence of Mr. Bruce’s actual intention. It is evidence of Mr. Eadie’s understanding and conclusion. [ 43 ] It was only in his second affidavit, made after the funding source of the $700,000 gift was disputed, that Mr. Eadie’s evidence became more specific. It may be questioned why, if Mr. Bruce’s statements were so clear, they were not given in Mr.

Eadie’s first evidence on the point. [ 44 ] Furthermore, even Mr. Eadie’s second statement is very unclear. He referred to Mr. Bruce’s desire to leave a larger bequest to Ms. Goode, and then says “following discussions ... it was determined that the additional $700,000 bequest would be paid from the [Life Interest Lands]”. Left unsaid is who made the determination, when, and in particular how close the timing was to execution of the will. Nor is it explained how Mr. Eadie might know what Mr. Bruce finally decided, in consultation with his solicitor. [ 45 ] For these reasons, Mr.

Eadie’s affidavit testimony about Mr. Bruce’s intentions have no bearing on my findings. E. Conclusion [ 46 ] Based on my conclusions from reading the will as a whole, in light of its circumstances, I am persuaded that Ms. Goode’s

interpretation is to be preferred. Thus, clause 5(e)(ii) should be interpreted as though it read “to pay and transfer the amount of $700,000 to Marjorie Lynn Goode immediately if the Residue Lands are sold or at the time of sale if the Residue Lands sell at a later date.” [ 47 ] The parties have leave to speak to costs if they cannot agree. Heard on the 5 th day of November, 2013. Dated at the City of Calgary, Alberta this 13 th day of December, 2013. G.H. Poelman J.C.Q.B.A. Appearances: James G. Shea, Shea Nerland Calnan LLP

for the Applicants, William E. Bruce and John C. Eadie Nancy L. Golding, Q.C., Borden Ladner Gervais, LLP for th e Respondent, Marjorie Lynne Goode