ACCEL Canada Holdings Limited v Pembina Pipeline Corporation, 2018 ABQB 1039

Court of Queen’s Bench of Alberta Citation: ACCEL Canada Holdings Limited v Pembina Pipeline Corporation, 2018 ABQB 1039 Date: 20181219 Docket: 1801 17415 Registry: Calgary Between: ACCEL Canada Holdings Limited Applicant - and - Pembina Pipeline Corporation Respondent _______________________________________________________ Reasons for Decision of the Honourable Madam Justice M.H. Hollins _______________________________________________________ [ 1 ] ACCEL Canada Holdings Limited (“ACCEL”) is an oil and gas producer.

In August of 2018, it acquired the assets of ARC Resources Ltd. (“ARC”) in the area of Redwater, Alberta, including 370 producing wells. The only pipeline available to ship oil out of Redwater (the “Redwater Line”) is owned and operated by Pembina Pipeline Corporation (“Pembina”). [ 2 ] Pembina was previously shipping ARC’s oil from Redwater under the terms of a Transportation Agreement dated January 13, 1977 (the “Agreement”).

However, Pembina does not accept ACCEL as an assignee under that Agreement and has notified ACCEL that it will not accept ACCEL’s oil for transport as of January 1, 2019. [ 3 ] Pending its more fulsome application for an interlocutory injunction, ACCEL has applied for an interim injunction enjoining and restraining Pembina from refusing to accept its monthly crude oil nominations. That application is granted in part.

The Transportation Agreement [4] The original parties to the Agreement were Imperial Pipeline Company Limited (“Imperial”) and Alberta Oil Sands PipelineLtd (“AOS”). In 1977, Imperial, which had built the Redwater Line to service its own wells in that area, sold the pipeline to AOS. AOSthus acquired the Redwater Line and agreed to operate it pursuant to the terms of the Agreement. [5] Subsequently, Pembina amalgamated with AOS and, as a result, became the owner and operator of the Redwater Line.Imperial assigned its rights under the Agreement to ARC in 2005.

ARC sold the Redwater production assets to ACCEL in August, 2018.As part of that transaction, ARC assigned or purported to assign its rights and obligations under the Agreement to ACCEL. [6] The Agreement obligates Pembina to accept oil from the Redwater fields at agreed-upon tariffs, originally set at $0.026 perbarrel subject to increase with the consent of both parties.

The last such adjustment, in 1981, increased the tariff to $0.42 per cubic metre.This remains the contractual rate, in contrast to market rates of just less than $12.00 per cubic metre. [7] For some time, the costs of maintaining and operating the Redwater Line were paid by shippers on the Syncrude PipelineSystem but Pembina assumed responsibility for these costs in 2014. Thereafter, it raised with ARC an issue as to whether ARC’sassignment from OAS in 2005 was valid.

It also stated that as the Redwater Line was aging, the low tariff revenues made the “cost-benefit analysis of future integrity work challenging”. [8] The compromise reached by Pembina and ARC in 2015 was to increase the tariffs for non-ARC producers in the Redwaterarea to market rates but maintain ARC tariffs at $0.42 per cubic metre.

Although the evidence is not entirely clear at this stage, thisagreement appears to have been struck with Pembina attempting to preserve its rights to challenge the validity of the assignment andARC attempting to preserve its rights to later argue that the non-ARC producers should also have the benefits of the contractual tariff. [9] On September 6, 2018, ARC notified Pembina of its sale to ACCEL, including its assignment of rights under the Agreement.By letter dated September 10, 2018, Pembina agreed to accept the October, 2018 nomination of oil to be shipped “as a gesture ofgoodwill” but said that Pembina did not accept the assignment to ACCEL as valid.

Pembina indicated again that operating the RedwaterLine was uneconomic. The reality, according to Pembina, was that it had been subsidizing the cost of ARC shipping on its pipeline withrevenues from other ARC business. It said that ARC had been aware, since 2015, that this was not intended to be an indefinitearrangement. [10] Pembina reiterated these points with another letter dated September 18, 2018 which also included its first reference to itsintention to discontinue operation of the Redwater Line in November, 2018.

When ARC nominated more oil for November (acting asACCEL’s agent pending some post-closing registrations), Pembina again agreed to extend one additional month to include November,2018 and then again in respect of the December nomination, this time on a “without prejudice” basis. [11] By letter of November 15, 2018, ARC formally denounced any of its interest in the Agreement and told Pembina to deal withACCEL. Pembina refused and advised that it was intending to decommission the Redwater Line, beginning with purging of the pipelinein January of 2019.

The Tri-Parte Test for Injunctive Relief [12] The parties agree on the test which ACCEL must satisfy in order to obtain its interim injunction as that set out in RJR –MacDonald Inc. v. Canada, (SCC), [1994] 1 SCR 311 at p.334: 1. Is there a serious question to be tried?; 2. Will the applicant suffer irreparable harm if the injunction is not granted?; and 3. Does the balance of convenience favour the applicant or the respondent? [13] There is no weighing or balancing of the three parts of the test; they must all be satisfied by the applicant in order to obtainthe relief sought.

An interim or interlocutory injunction is characterized as extraordinary relief because it represents a preliminarydetermination of the rights of the parties before trial. [14] Particularly at this stage, it is recognized that the Court has limited evidence on which to proceed.

Accordingly, injunctionsgranted on an interim basis are intended to be in place for a short period of time until the interlocutory application can be heard, allowingfor additional evidence, possibly including expert evidence, as well as the testing of each party’s Affidavit evidence by cross-examination. [15] It should also be understood that the findings and analysis necessary at this stage do not and cannot bind future judgesconsidering these same issues with the benefit of the more fulsome evidence mentioned above.

Serious Question to be Tried; Mandatory versus ProhibitoryInjunctions [16] After RJR-MacDonald, supra, some jurisdictions applied the “serious question to be tried” test regardless of whether theapplicant was applying for a mandatory or a prohibitive injunction. Other jurisdictions, including Alberta, held that a higher thresholdought to apply for mandatory injunctions, namely that the applicant had shown a “strong prima facie case”. With the recent Supreme

Court of Canada decision in R v Canadian Broadcasting Corp ., 2018 SCC 5 , the matter has been resolved in favour of an elevated threshold for the granting of mandatory injunctions; para.15. [ 17 ] A mandatory injunction requires the non-moving party, usually the defendant, to undertake a positive course of action as opposed to simply refraining from doing something. The Court in Canadian Broadcasting Corp, supra , recognized that this is often costly or burdensome to the defendant and so equity resists the imposition of positive duties upon the defendant prior to trial; para.15.

Part of the rationale is that rejecting the injunction preserves the status quo until trial, which will often mean inflicting less harm overall as between the parties. [ 18 ] However, within these legal principles are some underlying determinations that, on close examination, can be more difficult than they would first appear.

One is deciding whether the relief sought is truly mandatory or prohibitive and the other is identifying the status quo. [ 19 ] For example, many, if not most, prayers for injunctive relief can be phrased in a way that sounds like a prohibition but provides the same result as a mandatory injunction. Accordingly, the language used by the applicant is not determinative.

In this case, ACCEL has asked for an Order enjoining and restraining Pembina from: shutting down the Redwater Pipeline; refusing to accept monthly crude oil nominations; and refusing to ship the crude oil production so nominated. [ 20 ] ACCEL says the injunction sought is prohibitive, not mandatory. It bases this argument on both its own contractual

interpretation of the Agreement and what it says is the factual status quo. [ 21 ] First, ACCEL’s

interpretation of the Agreement is that Pembina is obligated to take ACCEL’s oil and therefore that is the legal status quo. ACCEL further relies on the fact that its oil, albeit through ARC as its agent, has been moving on the Redwater Line for the last few months. In other words, ACCEL argues that it is merely asking that Pembina not be allowed to change its course of action until at least the interlocutory hearing. [ 22 ] Pembina says that the injunction sought is mandatory as the effect of it, if granted, will be to force it to remain operating and to take ACCEL’s oil at $0.42 per cubic metre.

Pembina says that it has never agreed to accept ACCEL’s oil but only nominations made in ARC’s name, and those only as a gesture of goodwill until the parties could get a preliminary adjudication from this Court.

But for that compromise, Pembina says that the status quo would be that ACCEL would have had no oil moving since the moment Pembina learned of the assignment. [ 23 ] Further, while this decision will require me to make some preliminary analyses of the provisions of the Agreement at issue, I remain mindful of the fact that the parties not only disagree about what the Agreement says but disagree about whether ACCEL even has standing to rely on the Agreement. Pembina says that for ACCEL to rely on Clause 9.1(

b) of the Agreement as representing the status quo, ACCEL would need to be a party to the Agreement which Pembina says it is not. [ 24 ] As I am directed to do in Canadian Broadcasting Corp. , supra at para.16, I therefore rely more heavily on the factual status quo and the anticipated effect of the relief sought than the parties’ respective contractual

interpretations. [ 25 ] Both parties agree that the test for determining whether the injunctive relief sought is mandatory versus prohibitive is one of substance over form.

While the language of ACCEL’s application is framed as prohibiting Pembina from doing something, the repeated use of the double negative suggests that what is sought is effectively the imposition of a positive obligation. [ 26 ] This is similar to the situation in Loan Away Inc. v Western Life Assurance Company , 2018 ONSC 7229 , in which the plaintiff sought an injunction to prevent the defendant from terminating its contract with the plaintiff.

Notwithstanding the framing of the relief sought as restraining the defendant from terminating an existing contract, the Court found that this would require the continued provision of services by the defendant until trial which was mandatory injunctive relief; paras.37-41. [ 27 ] I find that the injunctions sought here are mandatory injunctions, the effect of which would force Pembina to keep its Redwater Line open and to take ACCEL’s oil at $0.42 per cubic metre. Stepping back from the contractual arguments, it is apparent that ACCEL wants this Court to force Pembina to provide its services to ACCEL.

I also agree that Pembina should not be punished for its “without prejudice” agreement to take the October to December nominations pending this hearing by treating that arrangement as the status quo. [ 28 ] Accordingly, ACCEL must satisfy the higher “strong prima facie case” standard. [ 29 ] Many variations of language used to describe a strong prima facie case were considered by Brown J in Canadian Broadcasting Corp. , supra who said: Common to all these formulations is a burden on the applicant to show a case of such merit that it is very likely to succeed at trial.

Meaning, that upon a preliminary review of the case, the application judge must be satisfied that there is a strong likelihood on the law and the evidence presented that, at trial, the applicant will be ultimately successful in proving the allegations set out in the originating notice; para.17 [ 30 ] Can ACCEL satisfy this Court that there is a strong likelihood that it will succeed at trial? First, I must, to the extent possible, identify the issues for trial.

ACCEL’s Statement of Claim alleges breach of contract and unlawful interference with economic relations, both based on Pembina’s refusal to accept ACCEL’s oil. No defence has been filed yet. At a minimum, it appears that Pembina will argue ACCEL is not a valid assignee.

The Validity of the Assignment [ 31 ] At this stage, and in fact, in correspondence prior to the litigation, Pembina has said that ACCEL is not a valid assignee under the Agreement and therefore has no ability to assert rights under the Agreement. Clause 12.10 reads as follows: This agreement shall enure to the benefit of and be binding upon the parties hereto and, to the extent expressly permitted herein, upon their respective successors and assigns. [ 32 ] There are no other provisions in the Agreement which speak to assignment of rights under Clause 9.1(a).

In other words, the Agreement says that the rights thereunder can flow to assignees to the extent permitted within but then says nothing further allowing or prohibiting the assignment of those rights, with the exception noted below. Pembina takes the position that this means no rights under the Agreement are assignable. [ 33 ] There is some language in Clause 8.1 dealing specifically and only with the ability of the parties to the contract to alienate particular common rights of way, specifically easements.

Even then, the Agreement simply provides that a party can surrender its common rights of way to the other by way of assignment.

It does not deal, even generally, with assignment to a third party. [ 34 ] The only other language that might be illustrative of the intentions of the parties to the contract is Clause 8.1(h), which expressly prohibits assignment of common rights of way by way of security for indebtedness. [ 35 ] With the exception of the aforementioned allowable assignment to a counterparty and the express prohibition on an assignment to secure debt, the Agreement is silent as to which rights can or cannot be assigned. [ 36 ] It seems common ground that, in the absence of a prohibition to that effect, there is an implied right to assign contractual rights and obligations.

As an assignment to secure debt apparently had to be expressly prohibited under Clause 8.1(

h) to prevent that occurrence, the logical inference may be that other rights, absent a similar prohibition, are assignable as per the common law. [ 37 ] Pembina’s suggested

interpretation would mean that every single right and obligation under the Agreement would need to be individually addressed as to whether it was assignable or not. That is not commercially reasonable. And if, as Pembina suggests, the default is that all rights are unassignable unless designated otherwise, then I would have expected that kind of limiting language in Clause 12.10. Again, I emphasize that these are initial

interpretations and not intended to bind subsequent judicial consideration. [ 38 ] Further, neither Imperial nor OAS are parties to this Agreement anymore. Pembina is a party through an amalgamation, a devolution of rights it says was contemplated by the Agreement. However, ARC was clearly an arms-length assignee of AOS’ rights under the contract, which rights Pembina has continued to recognize for 13 years. Pembina says that the assignment from AOS to ARC may have been consented to and that the Agreement allows the parties to consent to vary its terms.

However, that was mere conjecture – there was no evidence before me as to any consent, much less any variation to the Agreement in that regard. [ 39 ] Frankly, it is hard to avoid the inference that the assignment to ACCEL is an issue at this point in time primarily, if not only, because of the significant difference in the contractual and market rates.

This does not make it an illegitimate argument but not one that the Court can say would have a strong likelihood of success. [ 40 ] While the interlocutory and/or trial judge may very well find that Clause 12.10 operates to invalidate ARC’s assignment to ACCEL, at this stage, I find that ACCEL has a strong likelihood of success on this issue. However, there is a second issue on which ACCEL must satisfy that test, discussed below. Obligation to Operate Pipeline [ 41 ] Notwithstanding that I am accepting, for the purposes of this application, ACCEL’s standing to argue about the effect of Clause 9.1(

a) of the Agreement, I do not agree with its proposed

interpretation of that provision. [ 42 ] Clause 9.1(

a) of the Agreement reads as follows: The Purchaser [OAS now Pembina] will accept for shipment in the pipeline facilities all crude oil tendered from time to time by all shippers of crude oil produced from the Redwater [ ] Fields of the Province of Alberta (hereinafter in this Clause called “Redwater crude”); provided, however, in no event will the Purchaser be obligated to accept hereunder for shipment in the existing pipeline facilities, more than that volume of Redwater crude set out in

Schedule “C” Column I, during any year and Column II during any day, hereunto annexed and made a part hereof; [ 43 ] ACCEL takes the position that this provision of the Agreement obligates Pembina to accept ACCEL’s oil at the tariff prices discussed below and as part of that obligation, also requires Pembina to keep the Redwater Line operating. Presumably it ties those obligations together by saying that the line must be open in order for Pembina to satisfy its obligation to accept oil, even though Clause 9.1(

a) does not speak to any obligation to operate the line indefinitely. [ 44 ] Of course, the other

interpretation of this clause is that Pembina has an obligation to ship certain volumes of oil from certain shippers at certain prices, as long as the line is operating . The Redwater Line is Pembina’s asset, acquired for value.

ACCEL goes so far as to suggest that Pembina must obtain its consent to shut down this pipeline but there are no co-owner or co-operator arrangements by which other parties must consent to this, nor any contractual provisions that specifically address shutting down the line or otherwise terminating the Agreement, with or without the consent of the shippers. [ 45 ] ACCEL argues that, although there is no termination provision in the Agreement, it was intended to run until the Redwater

wells were dry, relying in this regard on a reference in the tariff

schedule attached to the Agreement. This

schedule set out tariff rates from the date of the Agreement to 1985 and thereafter “to depletion of oil reserves”. However, that language does not change, amplify or clarify Clause 9.1(a). It does not contain any termination language nor expressly obligate the owner/operator to remain in business. Rather, the logical

interpretation is that if and when oil is sent on the Redwater Line, the shippers will be charged these rates. [ 46 ] The parties intimated that, in 1977, depletion was thought to be much closer than it turned out to be with the discovery and implementation of new technologies. That may be so, but the reliability and weight to be given to that theory will require evidence that is simply not before the Court at this juncture. [ 47 ] ACCEL is quite right that it is not the Court’s job to save parties from a voluntary but unwise bargain made.

However disproportionately low the existing tariffs are under the Agreement, on its face that is the contractual arrangement that Pembina accepted, subject to arguments that it may make at trial. [ 48 ] However, in my view, saying that Pembina must continue to accept oil at the low tariff rates is a completely different thing than saying that Pembina must continue to operate a pipeline at all. It acquired this asset subject only to the conditions that it needed to accept oil to maximum volumes and at tariff rates.

There is nothing in the Agreement, beyond the imposition of conditions for accepting oil when it does, that says that Pembina must, against its will, maintain and operate a facility at a loss for the benefit of other parties. [ 49 ] Therefore, at this point, on the issue of whether Clause 9.1(

a) obligates Pembina to continue to operate the Redwater Line for ACCEL’s benefit, ACCEL does not have a strong prima facie case. Irreparable Harm [ 50 ] ACCEL argues that it will suffer irreparable harm if the injunction sought is not granted. If it cannot ship oil on Pembina’s Redwater Line, it will need to make arrangements to do so by truck or by rail.

Both options require a great deal of time and money to pursue and ACCEL’s wells would need to be shut in while that happens. [ 51 ] ACCEL has deposed, via two Affidavits of Bobby Charles Nolen, that ACCEL has already looked at three alternate transportation methods; construction of its own pipeline, trucking and shipping by rail. All involve significant infrastructure investment and lengthy legal and regulatory approval processes.

ACCEL is of the opinion that the most feasible option is transport by railway but this will still require the construction of storage facilities and connecting rail lines, securing capacity on rail cars and, as mentioned, obtaining all the regulatory permits to transport crude oil by rail. Its preliminary estimate is that this would take approximately 2 years and cost $7-10M. [ 52 ] Pembina filed the Affidavit evidence of Chad Rathwell, who opined that trucking the oil would be a better alternative for ACCEL.

By way of aerial photographs, Pembina identified some existing infrastructure that it says could be employed for this, as well as the closest facilities to which ACCEL’s oil could be trucked. Pembina also deposed to its belief that the volumes produced by ACCEL could be trucked with far fewer trucks needed than the 30-50 per day that ACCEL estimated. [ 53 ] However, a reply Affidavit of Mr. Nolen said that many of the buildings identified by Pembina were not capable of use in the manner postulated by Mr. Rathwell. Mr.

Nolen maintains that retrofitting its existing facilities to accommodate transportation by truck is not feasible in terms of time or cost. ACCEL also made the point that even if only 12 trucks per day were required to ship its roughly 3,000 barrels of production, the distances and volumes make this a less safe and less economical prospect than shipping by rail. [ 54 ] With respect, at this stage of the proceedings, I must prefer the evidence of ACCEL over Pembina in terms of ACCEL’s alternative methods of shipping oil.

ACCEL is a producer with varied operations and is more familiar with its own existing infrastructure. [ 55 ] Further, the ramifications of shutting in the ACCEL wells long-term are not limited to their loss of profits and the reduction of royalties paid to the Crown, which could likely be quantified, but also include: (

a) ACCEL would be in breach of its contractual obligations to deliver oil to its purchaser, Macquarie Oil Services Canada Limited; (

b) ACCEL risks permanently losing its contracts with other Redwater producers by which it was aggregating that production and charging those producers a fee to put oil through ACCEL’s Redwater Crude Facility (in other words, these producers may make other arrangements that are not temporary); (

c) ACCEL’s natural gas revenues would also be lost, at least temporarily. Even though its natural gas and natural gas liquids (“NGLs”) are not shipped on the Redwater Line, if the wells are shut in, there is no production of NGLs; (

d) ACCEL would have to obtain regulatory approval to shut in its wells. Further, if they remain shut in for an extended period of time, ACCEL would have to apply to reinstate production from those wells, regardless of the outcome of these proceedings; and (

e) ACCEL has approximately 30 employees in the Redwater area, whose employment would be affected and indeed might be suspended or terminated, pending the outcome of these proceedings. The same is true, to an unknown extent, of the other Redwater producers. [ 56 ] Even further, notwithstanding that lost profits over a short period of time are likely quantifiable, if the wells are shut in for a period of years, that calculation becomes much more difficult.

We can always track historical commodity prices, but ACCEL makes the point that operating costs and even yield can fluctuate depending on the producer’s operations, including new technologies. All of these things cost money. The Redwater production accounts for approximately 25% of ACCEL’s total revenue and, according to its evidence, is used to finance future business plans in this area and elsewhere. The impact of the loss of that cash flow to ACCEL’s overall business

would be difficult to quantify or to properly compensate. [ 57 ] I am satisfied that ACCEL has established that it will suffer irreparable harm if both parts of the injunctive relief sought are not granted. However, given my findings on the injunction seeking to force Pembina to keep its line operating, this assists ACCEL only on the injunction sought to accept ACCEL’s oil at the Agreement rates. Balance of Convenience [ 58 ] Lastly, I must consider whether the balance of convenience favours the granting of the injunction.

Which party will suffer more, in relation to the other, if unsuccessful at this stage? [ 59 ] The predicted effect on ACCEL of not granting the injunction was examined above in the analysis on irreparable harm. However, the effect on Pembina of granting the injunction is also potentially quite significant. [ 60 ] Mr. Rathwell’s Affidavit says that much of the Redwater Line was built in 1953 and is in urgent need of testing and maintenance in order to ensure pipeline integrity and thereby public and environmental safety.

Approximately $1M of diagnostic testing is required as soon as possible and that Pembina anticipates another $1M in repairs will be required in the next few months, with additional repairs of approximately $2M over the course of 2019. Even if all this is done, Pembina says that the line will not be safely operable for more than a few years. [ 61 ] It should be noted here that ACCEL does not accept this and points to the fact that the same concerns were raised in 2015 and yet nothing significant was done to address upgrading or repairing the Redwater Line between then and now.

ACCEL also notes that Pembina’s concerns regarding pipeline integrity have only been raised in conjunction with complaints about the contractual tariff rates. [ 62 ] I accept that there is a connection between the low tariff rate and the costs of maintaining and repairing the pipeline and so do not fault Pembina for presenting its concerns as partially economic. Again, I come back to the fact that this is Pembina’s asset. If it wishes to continue shipping any oil on the Redwater Line, I accept that it will need to conduct these inspections and repairs and those will indeed be “normal course” expenditures.

However, if it truly intends to decommission this pipeline, then it should not be forced to incur those costs at this stage. [ 63 ] ACCEL thinks Pembina is bluffing about the decommissioning. However, just as I preferred ACCEL’s evidence regarding its options for transporting its own oil given its current business plans and infrastructure, so do I give preference to Pembina’s evidence regarding the immediate steps necessary to ensure that this pipeline is safe.

This is in part because of the seriousness of the potential consequences if the pipeline is not operated safely, which consequences would be visited primarily upon Pembina. [ 64 ] If the interlocutory or trial judge determines that ACCEL’s rights under Clause 9.1(

a) are both rightly assigned to ACCEL and that those rights preclude Pembina from decommissioning the Redwater Line, he or she can force Pembina to incur those costs at that stage and get oil flowing again within a matter of months.

The loss of a few months of production to ACCEL is much less serious than the imposition of significant maintenance and repair costs, all of which may be wasted if the pipeline is permanently closed in the near future. [ 65 ] I therefore find that the balance of convenience, at this early stage and in anticipation of a relatively quick interlocutory hearing, favours Pembina, not on the issue of pricing but only on the issue of the aforementioned costs of continuing to operate.

Conclusion [ 66 ] If the injunction is granted, ACCEL says that it will not delay in getting this matter on to the interlocutory application stage and beyond that to trial. Of course, it would be shipping its oil at $0.42 per cubic metre while awaiting at least a further interlocutory decision. [ 67 ] I prefer to leave the onus on ACCEL to move quickly. I will not order Pembina to incur the costs of inspecting and repairing the Redwater Line in order to keep it open for ACCEL’s benefit.

However, if Pembina does not decommission the line, it will have to accept ACCEL’s oil at the contractual rate in order to stay open for business, including its more lucrative third-party production. [ 68 ] I am therefore granting ACCEL’s application in part. Specifically, Pembina is hereby enjoined and restrained from refusing ACCEL’s monthly oil nominations pending the interlocutory hearing if the Redwater Line is in operation.

However, I am not issuing an injunction requiring Pembina to continue operating the Redwater Line, if it chooses not to do so, pending the next hearing. [ 69 ] Costs may be spoken to or reserved for the interlocutory hearing, as the parties wish. Heard on the 14 th day of December, 2018. Dated at the City of Calgary, Alberta this 19 th day of December, 2018.

M.H. Hollins J.C.Q.B.A. Appearances: Ms. T. Coates, QC Mr. J.H. Selnes Mr. Paulson for the Plaintiff/Applicant, ACCEL Canada Holdings Limited Mr. D. Tupper Mr. I. Breneman Ms. E. Cox for the Defendant/Respondent, Pembina Pipeline Corporation