Condominium Corporation No, 2015 ABQB 554

Court of Queen ’ s Bench of Alberta Citation: Condominium Corporation No 0524500 v Andrews, 2015 ABQB 554 Date: 20160902 Docket: 1103 16642 Registry: Edmonton Between: Condominium Corporation No. 0524500 Plaintiff/Respondent - and - Cheryl Andrews and Larry Andrews Defendants/Appellants _______________________________________________________ Memorandum of Decision of the Honourable Madam Justice J.B. Veit _______________________________________________________

Summary [ 1 ] Cheryl Andrews and Larry Andrews appeal the Master’s decision giving

summary judgment to the condo corporation in the total amount of approximately $65,000.00 as a result of the Andrews’ refusal to pay monthly condo fees and special levies until their flooring claim was paid. In particular, the appellants argue that the Master erred in denying them legal or equitable set-off. [ 2 ] The appeal is dismissed. [ 3 ] To the extent that a standard of review is relevant on an appeal de novo from a Master, the appeal is reviewed on the standard of correctness.

[4] The appellants are not entitled to legal set-off: their claim is not for liquidated damages. [5] The appellants are not entitled to equitable set-off: there is no equitable basis to protect the appellants from the condocorporation’s claim and the appellants’ claim is not sufficiently closely connected to the respondent’s claim. [6] The appellants are not entitled to contractual set-off: the appellants have not proved that the negative option situation hereestablished an agreement. [7] The appellants are not entitled to procedural set-off: they have not yet obtained any judgment on their claim for damages.

Cases and authority cited [8] By the Appellants: Rule 3.59 of the Alberta Rules of Court; A. Robert Anderson, Thomas Gelbman & Benjamin Pullen,Recent Developments in the Law of Set-off 2009 Ann. Rev.

Insolv. 1 at 2, 10, 16 (WestlawNext); Condominium Corporation No.0425177 v Jessamine, 201 1 ABQB 644; Transport North American Express Inc. v New Solutions Financial Corp., [2004] 1 S.C.R.249, 2004 SCC 7; Telford v Holt, (SCC), [1987] 2 S.C.R. 193; Condominium Plan No 052 6233 v Seehra, 2014 ABQB588; HSBC Bank Canada v Lourenco, 2012 ABQB 648; Hongkong Bank of Canada v Shrimp Projectors Inc. et al. (1993), (AB KB), 137 A.R. 195; District Bank v Adelphi Hotel (Brighton), [1953] 1 W.L.R. 955; Kelly R.

Palmer, The Law ofSet-Off in Canada (Aurora: Canada Law Book Inc.,(1993). [9] By the Respondents: Bahcheli v Yorkton Securities Inc, 2012 ABCA 166; Stone Sapphire Ltd. v TransglobalCommunications Group Inc., 2007 ABQB 236; Rule 3.58, Alberta Rules of Court, AR 124/2010; Condominium Corporation No 0213865 v Uhrik, 2014 ABQB 478; Condominium Property Act; I.C.F. Spry, The Principles of Equitable Remedies, 6th ed. (2001:Canada, Carswell Co.); Brattberg v Royal Bank of Canada, 1987 ABCA 55; Condominium Corporation No. 0825873 v 1246153Alberta Ltd., 2010 ABQB 718; Cormode & Dickson Construction

(1983) Ltd. v Harrison, 1999 ABQB 538; Soler & Palau CanadaInc. v Meyer's Sheet Metal Ltd., 2012 ABQB 496; Carleton Condominium Corporation No. 396 v Burdet, 2015 ONSC 1361; CIBCMortgages Inc (Firstline Mortgages) v Tuchsen, 2015 ABQB 241. [10] By the court: Aboussafy v. Abacus Cities, (1981) 1981 ABCA 136 , 4 W.W.R. 660 (Alta C.A.); 767269 OntarioLtd. v Ontario Energy Savings L.P. [2007] O.J. No. 3211; Fair Trading Act, R.S.A. 2000, c. F-2 Appendix A: Reasons given by the Master 1.

Background [11] From mid-2006 to October 15, 2012, Cheryl Andrews was the registered owner of a residential condo, unit 49, as well as twoparking stalls, units 134 and 135, in a 12 storey mixed residential and commercial condominium building owned by the plaintiffcondominium corporation. She paid all monthly assessments levied on her units until August 2009. [12] In 2008, Ms. Andrews noticed a black discolouration on the hardwood flooring in the living room area of unit 49; sheinformed the property manager of the damage. [13] On June 2, 2009, Ms.

Andrews sent an email to the manager hired by the condo board: I have sent you several texts over the last few months regarding my flooring issue and the deficiency regarding the drainage on mybalcony, and have had no response from you. This problem has been ongoing for over a year now and other than your viewing thedamage I have been given absolutely no information regarding the reparation of the flooring. It is my intention, should I not see somemovement on this matter, to file a civil claims action against WAM* and your company at the end of this week.

I will be forwarding thisemail to Tom Eger at WAM* so that he is apprised of this matter. [* WAM is the developer of the building in which the condo waslocated.] [14] On the same day, June 2, the condo manager sent a reply to Ms. Andrews: I have an appointment pending with Nelro and need to know the floor material. ... The Corporation will fix the floor. However we needa solution to solve the water first. ... [15] On June 4, Ms.

Andrews wrote to the condo manager stating that the new flooring strips did not match the existing flooringand, because of the delay, “I will be seeking to have a major portion of my flooring replaced”. [16] On July 9, 2009, Ms. Andrews again wrote to the condo manager: Please advise regarding my floor problems ... This really is taking a ridiculously long time to address and I would appreciate this issuebeing a priority. I have been advised by my lawyer to withhold my monthly condo fees until this is repaired. I intend to begin doing thatnext month. The only reply to Ms.

Andrews’ July 9 communication was sent to her on July 4, 2011, see below. [17] The condo corporation hired a new property manager as of January 1, 2010. On January 25, 2010, the new property managerwrote to Ms. Andrews to tell her “We both need to fully understand what happened regarding your balcony before the Board can make adecision and proceed on this matter”. [18] Ms. Andrews then hired Nichols Environmental (Canada) Ltd. to inspect her property; in February 2010, that company issueda report stating:

Adjacent to the door which accessed the balcony was a four square meter area of discolored wood laminate flooring. The flooring was brown in color with obvious black staining in the affected area. Some of the flooring had been removed for inspection by the condo maintenance/abatement personnel whereby mould could be seen on the underlay to the flooring and on the drywall directly beneath the door. And also noting: The source of water infiltration also needs to be found and corrected as soon as possible, which it is understood is currently underway.

And recommending: Based on the information collected to date, the indoor air quality within the condo unit is not at levels that would require immediate action. However, it is recommended to set up an air filter system to filter the air in the vicinity of the affected area until the area has been cleaned. [ 19 ] In April, 2010, Ms. Andrews wrote to the building developer – WAM - about her flooring problem; the developer responded: Your condo Board has instructed us to cease the balcony repairs that we originally agreed to complete. You will need to take your concerns up with them. [ 20 ] On January 18, 2011, Ms.

Andrews sent a quotation from a flooring company to remove and install hardwood flooring in the floored areas of her condo; the quotation was $17,287.00 plus GST. The Board responded on February 22, 2011, requesting an additional estimate. [ 21 ] On July 4, 2011, one of the directors of the condo corporation wrote to Ms. Andrews as follows: Let me first say that I apologize for the lack of communication regarding this matter to date.

The decision of the Board regarding the repair of your floor is as follows: The Board has agreed to pay for the repair of the damaged area of your floor (approximately 40 square feet) and the replacement and painting of the missing piece of baseboard that was removed. I have been tasked with getting quotes for the aforementioned repair as soon as possible .... In addition, the Board is not sure if you have been holding back condo fees because of the lack of action regarding your repairs.

However, the two issues are completely unrelated and the Board is obligated to collect said fees in the amount of $15,156.38 outstanding as of June 30, 2011. If these fees are not paid within 30 days, the Board will take legal action and caveat your Unit and proceed with foreclosure action. [ 22 ] On August 7, 2011, Ms.

Andrews obtained a quote of $23,184.54 from a different floor company to remove the old hardwood, move furniture and appliances, and install new hardwood in the family area, entry, and hall; that company replaced the flooring in April 2012. [ 23 ] Cheryl Andrews claims that she paid Floor Centre $23,184.54 to replace the flooring in the condo. However, she has not provided any evidence that that amount was paid, beyond her testimony to that effect. She claims that she paid all but $1,000.00 of that amount in cash and that she paid $1,000.00 of the total cost by cheque.

She has not, for example, provided proof of withdrawal of $22,000.00 from her bank account. There is no evidence, or even any suggestion, that Larry Andrews paid any part of the cost of flooring. [ 24 ] Ms. Andrews owned the units until October 15, 2012, when she transferred them to Larry Andrews. The consideration for the transfer was said to be the assumption by Ms. Andrews’ former husband of her credit card debt and line of credit debt. No formal assignment of claim from Ms. Andrews to Mr.

Andrews was ever served on the condo corporation. [ 25 ] In February, 2014, the condo corporation issued a special levy for balcony and envelope repairs; the special levy assessment on the units which had been owned by Cheryl Andrews totalled $11,018.01.

This special levy remained unpaid by either of the Andrews. [ 26 ] The condo by-laws include the following: 7.9 Unpaid assessments The Corporation shall have all right, power and authority as provided in the Act, and at law, to recover unpaid contributions assessed and to secure payment thereof, and without restricting the generality of the foregoing, the following shall apply with respect thereto: . . . (vi) All reasonable costs of the Manager and legal costs (on a solicitor and his own client basis) and disbursements incurred by the Corporation in registering and discharging a Caveat or in any way securing its interests thereunder shall constitute a payment due the Corporation. [ 27 ] The condo by-laws also authorized a charge of 18% interest on unpaid assessments. [ 28 ] The condo corporation sued for its fees and levies and for interest on the amount outstanding; the appellants filed a counter- claim seeking damages for the replacement of the flooring. [ 29 ] The condo corporation applied to the Master for

summary judgment for unpaid condo fees and levies, plus interest, plus legal fees on a solicitor/client basis; it did not seek

summary dismissal of the appellants’ counter-claim for the flooring. There was no cross- application from the appellants. 2. Standard of review

[30] The parties agree with one another, and I agree with them, that – to the extent that it may be useful or necessary to establish astandard of review on a hearing de novo - the standard of review on an appeal from a Master is correctness: Bahcelli. 3. Legal set-off: principles [31] I agree with the appellants that, in Telford, the Supreme Court of Canada usefully summarized the principles of set-off atcommon law: 24 The English common law

interpretation of the statutory right of set-off is neatly summarized in Halsbury's Laws of England, 4thed., vol. 42, para. 421: 421. Nature of the right. The right conferred by the Statutes of Set-Off was a right to set off mutual debts arising from transactions of adifferent nature which could be ascertained with certainty at the time of pleading. Thus, no legal set-off could exist against a claim whichsounded in damages, nor could a claim which sounded in damages be set off at law against a plaintiff's claim.

The fact that a claim wasframed in damages precluded the raising of a set-off at law, notwithstanding that the claim might have been differently framed in a waywhich would have permitted such a set-off. Where a claim for a liquidated debt was joined by a plaintiff with a claim for damages, set-off at law might only be pleaded in defence to the former claim. Set-off at law operates as a defence. Thus, as was stated by the British Columbia Court of Appeal in C.I.B.C. v. Tucker Indust. Inc., (BC CA), [1983] 5W.W.R. 602, at p. 604, statutory set-off (or set-off at law) "requires the fulfilment of two conditions.

The first is that both obligationsmust be debts. The second is that both debts must be mutual cross obligations." The claim in this case is a debt. The major hurdle theappellant faces is the requirement of "mutuality". 25 How has this mutuality requirement been interpreted by the courts? In Royal Trust v.

Holden (1915), (BC CA),22 D.L.R. 660 (B.C.C.A.), the British Columbia Court of Appeal discussed the meaning of the phrase "mutual debts" at pp. 662-63: The expression "mutual debts" is somewhat hard to understand according to the old cases, but when we see in the ancient and approvedform of plea given in Bullen & Leake, 3rd. ed., 682, viz.:-- That the plaintiff, at the commencement of the suit was and still is indebted to the defendant in an amount equal to the plaintiff's claim... we are relieved to find that "mutual debts" mean practically debts due from either party to the other for liquidated sums, or moneydemands which can be ascertained with certainty at the time of pleading -- per Kennedy, L.J., in Bennett v.

White, [1910] 2 K.B. at 648,79 L.J.K.B. 1133. It seems that under this definition any assignment would destroy mutuality and hence destroy the possibility of set-off at law. This wasthe view taken by the British Columbia Court of Appeal in Coba Industries Ltd. v. Millie's Holdings (Canada) Ltd. and Tsang, (BC CA), [1985] 6 W.W.R. 14, at pp. 28-29: . . . Once a debt is assigned, it is owed to a third party and the debts are no longer mutual cross-claims: see C.I.B.C. v. Tuckerr Indust. Inc., (BC CA), 46 B.C.L.R. 8, [1983] 5 W.W.R. 602 at 605, 48 C.B.R. (N.S.) 1, 149 D.L.R. (3d) 172 (C.A.).

Since there was an assignment in this case, it appears that a set-off at law is not available to the Telfords. It is necessary, therefore, todecide whether a set-off is available in equity. (Emphasis added0 [32] I also agree with the appellants that a connection between the claims themselves is not required in order to establish a legalset-off; the only requirement is for mutuality of the parties.

Similarly, I agree with the appellants that, where a claim includes bothliquidated and unliquidated damages, and loss of enjoyment is clearly unliquidated damages, a legal set-off could be established for theliquidated damages portion of the claim only. [33] However, I do not agree with the appellants’ contention that damages are liquidated if known “prior to trial”; with respect, tothe extent that that issue has been dealt with in the case law, that law states that the damages must be liquidated at the time of pleading.That difference may become important if evidence concerning damages becomes known as a result of pre-trial process. 4.

Equitable set-off: principles [34] Again, in Telford, the SCC articulated the principles which apply to equitable set-off by approving principles articulated inother decisions: Macfarlane J.A. reviewed the English authorities and drew from them the following principles at p. 22: 1. The party relying on a set-off must show some equitable ground for being protected against his adversary's demands . . . 2. The equitable ground must go to the very root of the plaintiff's claim before a set-off will be allowed . . . 3.

A cross-claim must be so clearly connected with the demand of the plaintiff that it would be manifestly unjust to allow the plaintiff toenforce payment without taking into consideration the cross claim . . . 4. The plaintiff's claim and the cross-claim need not arise out of the same contract: . . . 5. Unliquidated claims are on the same footing as liquidated claims . . .

34 Macfarlane J.A. found that although the mortgage and lease were separate documents evidencing two different legal relationships and did not refer to one another, and although the amounts payable and the payment dates were totally different in each document, the evidence disclosed that the lease payments were intended by the parties to be the source of the funds required to satisfy the mortgage payments. This was why the term of the lease exceeded the term of the mortgage and the amounts payable under the lease exceeded the amounts falling due on the mortgage.

In view of the connection between them the differences in the two documents were immaterial. The English Court of Appeal decision in Hanak v. Green, [1958] 2 Q.B. 9, [1958] 2 W.L.R. 755, [1958] 2 All E.R. 141 , on which Macfarlane J.A. placed substantial reliance for the interrelated obligations principle involved an action by the plaintiff against the builder for failure to complete the construction of a house. The builder counter-claimed or claimed by way of set-off on a quantum meruit for extras outside the purview of the contract.

The Court of Appeal held that the defendant had an equitable set-off which totally defeated the plaintiff's claim. Because of the close relationship between the dealings which gave rise to the respective claims, equity would not permit one of them to be insisted upon without taking the other into account. The Newfoundland Railway case was followed.

Macfarlane J.A. relied also on the English Court of Appeal decision in the Federal Commerce case, [1978] Q.B. 927, [1978] 3 W.L.R. 309, [1978] 3 All E.R. 1066 , where charterers of a vessel were held entitled to deduct from hire by way of equitable set-off claims which they had against the shipowners. The case is interesting because Lord Denning indicates in the course of his reasons that it is no longer necessary since the merger of law and equity to probe the technicalities of the common law of set-off.

He said [ [1978] 3 All E.R. 1066 ] at p. 1078: Over 100 years have passed since the Supreme Court of Judicature Act 1873. During that time the streams of common law and equity have flown together and combined so as to be indistinguishable the one from the other. We have no longer to ask ourselves: what would the courts of common law or the courts of equity have done before the Supreme Court of Judicature Act 1873? We have to ask ourselves: what should we do now so as to ensure fair dealing between the parties? (see United Scientific Holdings v.

Burnley Borough Council [ [1977] 2 All E.R. 62 at 68, [1977] 2 W.L.R. 806 at 811-12 ] per Lord Diplock). This question must be asked in each case as it arises for decision; and then, from case to case, we shall build up a series of precedents to guide those who come after us. But one thing is quite clear: it is not every cross-claim which can be deducted. It is only cross-claims that arise out of the same transaction or are closely connected with it.

And it is only cross-claims which go directly to impeach the plaintiff's demands, that is, so closely connected with his demands that it would be manifestly unjust to allow him to enforce payment without taking into account the cross-claim. The Court held that it would be unfair for the creditor to be paid his claim without allowing the debtor to raise an equity against the creditor in the form of his own claim to the extent it had been held to be well-founded. (Emphasis added) 5.

Contractual set-off: principles [ 35 ] Case law has established that parties having capacity to do so can contract either to accept or to reject set-off; there is no public policy in this area which over-rides the right of parties to create their own law concerning set-off. 6. Procedural set-off: principles [ 36 ] In Aboussafy , our Court of Appeal commented upon procedural set-off: True set-off must be distinguished from procedural set-off, where two unrelated claims are balanced up and a net judgment given: see Stooke v. Taylor (1880), 5 Q.B.D. 569 .

As Cockburn C.J. there observes, procedural set-off, at least in the sense of permitting a new judgment in the same cause, is a creature of the Judicature Acts. [ 37 ] Procedural set-off is therefore a type of legal set-off in that two debts are owing, arising from the two judgments; since the judgments are owed to one another, the requirement of mutuality is also met. 7. Application of the principles to the facts of this case

a) There is no legal set-off [ 38 ] There is no legal set-off in this case: Ms. Andrews’ damages could not be ascertained with certainty at the time of the original pleading, or, for that matter, at the time of the hearing before the Master, or, for that matter, on this appeal. The element of mutuality is made out in relation to Ms. Andrews; it is not, however, made out in relation to Mr. Andrews who took over the ownership of the condo prior to the application for

summary judgment. The only issue is whether Ms. Andrews’ damages were liquidated. [ 39 ] Ms. Andrews argues that her damages either were clearly known or should have been clearly known, i.e. could have easily been calculated, when the application for

summary judgment was made. However, that argument cannot be sustained: it was not clear that the condo corporation agreed to replace Ms. Andrews’ entire hardwood flooring. Nor was there agreement on the quality of flooring which was an adequate replacement. Nor was the actual cost of the flooring replacement clear: the $17,000 figure and the $23,000 figure were both estimates only. Nor was it clear that Ms. Andrews in fact paid $23,184.54 to replace the flooring. Indeed, the very filing of a counter-claim by the appellants is some evidence that the appellants themselves characterized their situation as one of claim rather than as a defence.

b) There is no equitable set-off [ 40 ] There is no equitable set-off in this case: there is no unjust enrichment by the condo corporation, or any other reason, why it would be equitable to allow Ms. Andrews to set off her claim against her obligation to pay condo fees and special levies.

[ 41 ] Ms. Andrews argues that the dispute between the parties was about the flooring, so the debts were connected. With respect, that argument is not sustainable. Not only is there no connection between a flooring claim and a claim for the payment of condo fees and levies, it is important to note that the types of obligations are not of the same quality or nature: the condo corporation remains obligated to provide services to all condo owners even if some owners are not paying their proportionate share of the cost of those services.

The uniqueness of the condo corporation’s type of claim can be seen from the statutorily given rights to condo corporations to impose assessments and special levies and to enforce those by foreclosure. [ 42 ] Ms. Andrews also argues that she told the condo board that she would be holding back her condo fees, and they raised no objections to that. First, that is not true on the evidence: the condo board did advise her, albeit some considerable time after they heard from her, that it would be inappropriate for her to hold back the payment of her condo fees. [ 43 ] More importantly, however, even if Ms.

Andrews’ claim were true, that would not be an equitable factor in Ms. Andrews’ favour: there is no evidence that these parties had a history of set-off that would allow Ms. Andrews to conclude, when she had not heard from the condo board, that a set-off would be acceptable to them. Moreover, negative option situations rarely lead to a conclusion that a contract has been created: see, for ex., 767269 Ontario Ltd ., and Alberta’s Fair Trading Act , where the following can be found: 20 In this Division, "negative option practice" means a consumer transaction in which a supplier (

a) provides goods and services to a consumer, including the enhancement of a service that a consumer is already receiving, that the consumer did not request, and (

b) requires the consumer to pay for goods or services unless the consumer informs the supplier that the consumer does not want the goods or services. . . . 22 A consumer is not liable to pay for any goods or services received under a negative option practice unless the consumer agrees in writing to pay for the goods or services. [ 44 ] In the absence of any evidence about who paid what amount of money to replace the flooring, it is impossible to determine who might have any equitable claims for re-imbursement of whatever amount was paid. [ 45 ] It is true, of course, that interest on the unpaid fees and levies is an important element of the condo corporation’s

summary judgment and that the appellants’ current counter-claim does not deal with that amount. The appellants may have to amend their counter- claim to claim for that interest as part of the damages they have suffered if their counter-claim is successful. [ 46 ] Equitable set-off is, of course, an equitable and therefore a discretionary, remedy. There is no basis in the circumstances here justifying the exercise of the court’s discretion in favour of granting an equitable remedy to either of the Andrews.

c) There is no contractual set-off [ 47 ] There is no contractual set-off in this case: there obviously was no meeting of the minds concerning Ms. Andrews’ proposal that she not pay condo fees until her floor issue was solved.

d) There is no procedural set-off [ 48 ] There is no procedural set-off in this case: Ms. Andrews had not obtained a judgment for her claim. 8. Legal fees on solicitor-client basis [ 49 ] The provisions of

article 7.9(vi) of the condo corporation’s by-laws authorize the award of an indemnity of legal fees with respect to all work done to collect on unpaid assessments. 9. Conclusion [ 50 ] For the reasons set out above, the Master was correct in concluding that no set-off existed here and that the condo corporation was entitled to

summary judgment, as well as to interest and to an indemnity on legal fees. The appeal is dismissed. 10. Costs [ 51 ] If the parties are not agreed on costs, I may be spoken to within 30 days of the release of this decision. Heard on the 29 th day of July, 2015. Dated at the City of Edmonton, Alberta this 2 nd day of September, 2015.

J.B. Veit J.C.Q.B.A. Appearances: Andrea Luft, Parlee McLaws LLP for the Appellants Roberto Noce, Q.C., Miller Thomson LLP for the Respondent Condo Corp APPENDIX A Decision MASTER SCHULZ: This is a

summary judgment application and an application for a redemption order with respect to the outstanding contributions from the Defendants Cheryl Andrews and Larry Andrews. I am going to refer to those as condo fees just collectively, but that is -- it is the special levy and all those other contributions that I am referring to when I use that term. I understand from the submissions that have been made by counsel that there is no issue that the proper procedures were followed. The financial statements and budgets and resolutions and everything were followed appropriately. So the real issue is whether or not the

summary judgment and redemption order should be granted prior to the trial of the counterclaim. The

summary judgment test has been alluded to by both counsel and if I can paraphrase it, it basically says that the Court is to examine the existing record and then determine if it can make a disposition that is fair and just to both parties based on that existing record. I have not heard anything that indicates to me that there is a dispute over the amount that the Condo Corporation is claiming and -- or the calculation or anything in that regard, and so I am prepared to find that that sum is owing and there should be judgment for that amount which I believe counsel said was $64,760.19.

I am putting aside the issues of interest and costs for the time being and will come back to that when I am finished. The next issue that I think needs to be addressed is the issue of the counterclaim and whether or not the set-off can be claimed with respect to the counterclaim. I have closely reviewed the decision of Master Robertson in the Urich case and I approve and follow the approach that he is taking.

I do not find that the counterclaim is closely and clearly connected and in fact, a portion of the counterclaim appears to be for an unliquidated amount and if not all of it, if we take into account the issues of mitigation and loss of enjoyment of the condominium, of the unit. So I do not find that either equitable or legal set-off is available and so the

summary judgment should go today with a six-month redemption period. That six-month redemption period will operate as a stay of the enforcement process on the

summary judgment that has just been granted and it gives six months to the Plaintiffs by Counterclaim to start to pursue their counterclaim and get matters organized, whether it is for a

summary trial as counsel have suggested or whatever the process they think is most appropriate. At the end of that six months counsel for the Plaintiffs would be in a position to apply for whatever relief they felt was appropriate at

that point in time, and it would be open to counsel for the Plaintiffs by Counterclaim, the Defendants in this matter to apply at that point for an extension of a -- of the stay or extension of that redemption period, which it is possible that the Court may grant if steps have been taken to finalize that counterclaim. But I would urge you to work on that counterclaim because without something like that, I do not think that you have much of a chance of getting an extension at the end of the six months.