2011 NBCA 84, 2011 NBCA 84

COURT OF APPEAL OF NEW BRUNSWICK 97-10-CA PORT OF DALHOUSIE INC., a body corporateincorporated pursuant to the provisions of theCompanies Act, R.S.N.B. 1973, c. C-13 (Respondent) APPELLANT PORT OF DALHOUSIE INC., corps constituéconformément aux dispositions de la

Loi sur lescompagnies, L.R.N.-B. 1973, ch. C-13 (Intimé

e) APPELANTE - and - - et - DENIS MALTAIS (Applicant) RESPONDENT DENIS MALTAIS (Requérant) INTIMÉ Port of Dalhousie Inc. v. Maltais, 2011 NBCA 84 Port of Dalhousie Inc. c.

Maltais, 2011 NBCA 84 CORAM: The Honourable Justice Deschênes The Honourable Justice Richard The Honourable Justice Bell CORAM : L’honorable juge Deschênes L’honorable juge Richard L’honorable juge Bell Appeal from a decision of the Court of Queen’s Bench: June 22, 2010 Appel d’une décision de la Cour du Banc de la Reine : Le 22 juin 2010 History of Case: Historique de la cause : Decision under appeal: 2010 NBQB 226 - Unreported Décision frappée d’appel : 2010 NBBR 226 - Inédite Preliminary or incidental proceedings: Court of Queen’s Bench 2009 NBQB 46 Procédures préliminaires ou accessoires : Cour du Banc de la Reine 2009 NBQB 46 , 2009 NBBR 46 Appeal heard: November 22, 2010 Appel entendu : Le 22 novembre 2010 Judgment rendered: September 22, 2011 Jugement rendu : Le 22 septembre 2011

Reasons for judgment: The Honourable Justice Richard Motifs de jugement : L’honorable juge Richard Concurred in by: The Honourable Justice Deschênes The Honourable Justice Bell Souscrivent aux motifs : L’honorable juge Deschênes L’honorable juge Bell Counsel at hearing: For the appellant: Basile Chiasson, Q.C. For the respondent: Harold L. Doherty Avocats à l’audience : Pour l’appelant : Basile Chiasson, c.r. Pour l’intimé : Harold L. Doherty THE COURT The appeal is allowed with costs. The Court orders a new hearing in the Court of Queen’s Bench. LA COUR Accueille l’appel avec dépens.

Elle ordonne la tenue d’une nouvelle audience devant la Cour du Banc de la Reine. The judgment of the Court was delivered by RICHARD J.A. I. Introduction [1] The Port of Dalhousie Inc. is incorporated as a non-profit body under the Companies Act , R.S.N.B. 1973, c. C-13. One of the stated purposes of the incorporation is to allow the company to acquire and operate a port and wharf in the Town of Dalhousie for the benefit of the residents, employees and businesses of both the town and the surrounding areas.

The company’s by-law is far from being a model of clarity, but, fortunately, it is not necessary to navigate through the maze of somewhat confusing provisions. The question on this appeal is simple: Is the public

law remedy of judicial review available to contest the removal and expulsion of the Chairperson of the Board of Directors of the Port of Dalhousie? In a decision rendered on June 22, 2010, a judge of the Court of Queen’s Bench said it was. In my view, it is not. For the reasons set out below, I would allow the appeal and set aside the application judge’s decision. However, because private law remedies were also sought in the Notice of Application, and were never adjudicated upon, I would order a new hearing. II.

Background [2] The essential facts, relevant to the determination of this appeal, are simple and are taken from the application judge’s decisions: 2009 NBQB 46 , 363 N.B.R. (2d) 1 , and 2010 NBQB 226 (Unreported) . On May 7, 2007, Denis Maltais became a Director of the Board of the Port of Dalhousie. Eventually, he became Chair of the Board. At some point, disagreements arose between Mr. Maltais and another member of the Board over management issues. When this occurred, a special meeting was called to “deal with inappropriate conduct of [the] chairman”.

At that meeting, there was a call for the Chair’s resignation, but Mr. Maltais refused to resign. A few weeks later, the Board of Directors held its monthly meeting and by majority vote decided to remove Mr. Maltais as Chair of the Board. A letter was then sent informing Mr. Maltais he was no longer a member of the Board. Mr.

Maltais sought to challenge that decision and, although he was initially told accommodation might be made for an internal appeal process, several barriers were set up, ostensibly to prevent any review of the Board’s decision, and eventually no appeal was possible. [3] By Notice of Application to the Court of Queen’s Bench, Mr. Maltais sought to have the decision of the Board of Directors quashed, effectively reinstating him as Chair of the Board. On March 5, 2009, a judge held Mr.

Maltais had established a “prima facie case for judicial review” because “he has no other recourse except to seek the assistance of the Court to redress a wrong for which there is no other remedy” (para. 22). The judge therefore set a date to hear the application. Once the matter was heard, in a decision dated June 22, 2010, the application judge identified the central issue in the case as whether or not the situation fell “within the purview of a Judicial Review, as outlined in Rule 69 of the Rules of Court ” (para. 4). The judge noted that Mr.

Maltais “cannot sue for wrongful dismissal because he and the other members of the Board are all working pro bono ” (para. 3). He determined that there was no meaningful way for Mr. Maltais to appeal the Board’s decision, so he held that judicial review was available. After analyzing the merits of the case, the judge concluded the Board’s decision should be removed into the Court and quashed. III. Issues on Appeal

[4] The Port of Dalhousie appeals the judge’s decision quashingthe Board’s decision. The first ground challenges the judge’s finding that the Board’sdecision could be the subject of judicial review. The second alleges a palpable andoverriding error in the judge’s determination that Mr. Maltais had no alternativeinternal remedies to pursue. [5] In my respectful view, the first ground of appeal has merit.As for the second ground, I find it to be bereft of merit and would summarily dismissit on the basis there was ample evidence to support the trial judge’s conclusion thatthere was no other adequate remedy for Mr.

Maltais to pursue. If there is evidence tosupport a factual conclusion, it is not for the Court of Appeal to retry the issue. IV. Analysis [6] Rule 69.01 of the Rules of Court provides that “remediesformerly obtained by way of certiorari, mandamus, prohibition, quo warranto ornotice of motion to set aside or remit an award, may be obtained only on anapplication for judicial review made under this rule”.

Rule 69, which came into forcein 1982, “discarded the titles of particular Crown writs [but] retained the remedies byanother name – judicial review […] without the burden of the uncertainty of whichparticular writ is appropriate to a particular circumstance”: Borg-WarnerAcceptance Canada Ltd. v. Law Society of New Brunswick (1988), (NB KB), 88 N.B.R. (2d) 3, [1988] N.B.J. No. 205 (Q.B.) (QL), per Miller J. at para.15. However, the procedure under Rule 69 does not “provide a remedy for everyalleged wrong” (para. 16). [7] Judicial review, when available, is recognized as being adiscretionary remedy.

However, the issue in this case is not whether the judge erred inexercising his discretion. The issue is whether judicial review was a vehicle by whichthe Board’s decision could be challenged. The answer is found in the purpose andscope of judicial review. [8] The function of judicial review was recently confirmed inDunsmuir v. New Brunswick, 2008 SCC 9, [2008] 1 S.C.R. 190, where Bastarache andLebel JJ. stated as follows: By virtue of the rule of law principle, all exercises of public authority must find theirsource in law. All decision-making powers have legal limits, derived from the enabling

statute itself, the common or civil law or the Constitution. Judicial review is the means by which the courts supervise those who exercise statutory powers , to ensure that they do not overstep their legal authority. The function of judicial review is therefore to ensure the legality, the reasonableness and the fairness of the administrative process and its outcomes. [para. 28] [Emphasis added.] [9] So what then is the administrative process or administrative law?

The authors Jones & de Villars, in Principles of Administrative Law , 5 th ed. (Toronto: Carswell, 2009) provide the answer in their introductory chapter: Administrative law deals with the legal limitations on the actions of governmental officials, and with the remedies which are available to anyone affected by a transgression of these limitations.

The subject invariably involves the question of the lawful authority of an official to do a particular act which, in the absence of such authority, might well be illegal (or ultra vires ) and give rise to an actionable wrong. [p. 3] [10] Jones and de Villars note that governments necessarily delegate powers and duties to others, because obviously “not everything can be dealt with by Parliament or a legislature” (p.4). Someone has to supervise the exercise of this power.

This supervisory role belongs to superior courts, which have the inherent power to review the legality of administrative actions, traditionally through what was known as the prerogative remedies: certiorari , mandamus , prohibition, quo warranto and habeas corpus , and now known as judicial review. [11] For their part, Brown and Evans, in Judicial Review of Administrative Action in Canada , looseleaf (Toronto: Canvasback Publishing Inc., 2010) explain that: While the common law has not distinguished between public law and private law in a systematic way, the defining characteristic of certiorari , prohibition and mandamus is that they are available only in respect of a breach of a duty imposed by public law.

Declarations and injunctions, on the other hand, originated as private law remedies, but since the 1960s they have also been used to challenge the legality of administrative action. [1:1200 at p. 1-3]

[12] As to the classification as “public” or “private”, Brown and Evans explain: In the overwhelming majority of cases, whether the exercise of a decision-making power has a sufficiently public character to be subject to the court’s jurisdiction to issue certiorari and prohibition will be clear. The paradigm of a public body is one that exercises statutory powers in the discharge of regulatory or other governmental responsibilities in respect of persons with whom it is not in a contractual or other private law relationship.

At the other extreme, powers exercised by a corporation in the conduct of its business are governed by the appropriate branch of private law, such as employment law, contract law, and property law. However, some decision- making will not have all the characteristics of either paradigm, and consequently may be difficult to classify as either public or private for the purpose of the availability of the prerogative remedies.

Accordingly, it will be necessary to consider a range of factors in deciding into which category the activity should fall, since the remedies are not limited to reviewing decisions made pursuant to a statutory power. The first factor is the nature of the decision-maker, including whether it derives its funding from the public purse, whether its members are appointed by the government, and the extent to which it is subject to government control. The second factor focuses on the source and nature of this decision-making power. Is it statutory and, if so, is the power general or specific?

As well, a determination must be made as to whether the statute requires resort to the decision- making in question and, conversely, the extent to which the power in question derives from either contract or the ownership of property. The third perspective is to consider the description of the decision-making body’s functions as found in the enabling statute or other constitutive document. In particular, the inquiry ought to address whether those functions advance only the interests of members, or whether they serve the broader public interest.

In other words, are they regulatory in nature, performing functions that would otherwise be undertaken by government, or do they enable the body to conduct a business or other “private” activities? [1:2252 at 1-21] [Emphasis added.] [Italics in original.] [13] The Port of Dalhousie is not a body that exercises statutory powers in the discharge of any regulatory or other governmental responsibilities. While it may have been incorporated to pursue some public good, it is not a creature of statute any different from any other non-profit corporation.

While it may contract with the government, there is no evidence of it being funded from the public purse, as may be, for example, a Crown corporation, nor is there any evidence that it is subject to government control beyond its contractual obligations. Its members are not

appointed by the government. The decision-making power of the Port of Dalhousie is not statutory. It is a corporation, like others incorporated under the Companies Act , with its own by-laws. While the functions of the corporation may serve the public interest, they are not regulatory in nature. The main function of the corporation is to conduct a business: managing the Port.

On application of the factors Brown and Evans identify as relevant to the inquiry, it is obvious to me that the decision-making power of the Port of Dalhousie is not sufficiently of a public character to be subject to the Court’s powers of judicial review. There are many corporations that contract with the government and can be said to pursue some public good, but nevertheless remain private in nature. In my view, the Port of Dalhousie is one of them. [14] A somewhat similar analysis to the one Brown and Evans put forth was undertaken in Knox v. Conservative Party of Canada , 2007 ABCA 295 , [2007] A.J.

No. 1046 (QL) , leave to appeal denied [2007] S.C.C.A. No. 567 (QL), where the Court was called upon to determine whether decisions taken by political parties are subject to the public law remedy of judicial review. In ruling they are not, the Court explained that judicial review is a power pursuant to which superior courts engage in surveillance of decision-makers that are, for the most part, “court-like in nature, or administer a function for the benefit of the public on behalf of a level of government” (para. 14).

The Alberta Court of Appeal explains further: Those which are empowered by legislation to supervise and regulate a trade, profession, industry or employment, those which are empowered by legislation to supervise an element of commerce, business, finance, property or legal rights for the benefit of the public generally, or which set standards for the benefit of the public may also be subject to judicial review.

Issues of contractual or property rights as between individuals or as between individuals and organizations, are generally addressed through ordinary court processes at common law, or by statute or through arbitration or alternative dispute resolution as agreed by the parties. [para. 14] [15] As do Brown and Evans, the Alberta Court points out that the “distinction between a public and private tribunal is whether the tribunal exercises powers and duties of a public nature” (para. 15). In Knox , the Court was dealing with a tribunal, but the same principle applies to a decision-maker.

If the decision-maker is exercising powers and duties of a public nature, judicial review may be available. Otherwise, it is not and any remedies sought must be founded in private law. If a decision-maker is “exercising powers that do not accrue to private organizations and that are only vested on the [decision-maker] by statute for the benefit of the public, then it is subject to judicial review. Otherwise it is a private [decision-maker] and prima facie subject only to private law remedies” (para. 20). [16] As stated earlier, I am of the view that the Port of Dalhousie

was not exercising powers and duties of a public nature. The powers it was exercisingare ones that accrue to corporations, many of which might contract with thegovernment and undertake work for the public good. Take for example acorporation contracting to build or repair a public highway. There is no question thework is for the public good, but can it be said the corporation is exercising powersand duties of a public nature making its decisions subject to judicial review?

Surelynot! [17] Even if it could be said that the Port of Dalhousie exercisedsome powers and duties of a public nature, not all of its decisions would necessarily beopen to judicial review. As the Alberta Court of Appeal points out, “[i]n someinstances a tribunal [or decision-maker] may have both public and private powers. The tribunal is generally only subject to judicial review when and to the extent thatits public powers are in question. When it exercises its private powers, only privateremedies are generally available” (para. 22).

In my view, internal decisions of acorporation regarding its own Board of Directors cannot be said to fall in the sphereof public powers. As the Alberta Court points out, there are “a great many privatecorporations and their internal workings and decisions are not subject to judicialreview” (para. 25). [18] This is not the first time in this Province where the public lawremedy of judicial review has been ruled inapplicable to internal decisions of a non-profit organization. For example, in St-Coeur v.

Conseil Récréatif de Bois Blanc Inc., 2010 NBCA 61, 363 N.B.R. (2d) 206, [2010] A.N.-B. no 272 (C.A.)(QL), this Courtruled that a decision removing the chairperson of his duties and expelling him andtwo others from the organization was not one that was subject to judicial review. Seealso Warren v. Hampton Country Club Inc. (1995), (NB CA), 173N.B.R. (2d) 241, [1995] N.B.J. No. 608 (C.A.) (QL); Vessie v. Swimming NewBrunswick Inc. et al. (1997), (NB KB), 191 N.B.R. (2d) 323, [1997]N.B.J. No. 313 (Q.B.) (QL) and McMenamon et al. v.

Royal Canadian Legion, 2008NBQB 254, 336 N.B.R. (2d) 117. [19] It is noteworthy that, in some provinces, statutes or rulesprovide for relief in an “application for an order in the nature of mandamus,prohibition or certiorari”, words which, according to Brown and Evans, “have beenheld to enlarge the court’s jurisdiction beyond the common law boundaries of theremedy” (1:2255 at p. 1-27, referring to Ontario’s Judicial Review Procedure Act,R.S.O. 1990, c. J.1, s. 2(1)). However, Rule 69 in New Brunswick contains no suchwords. Rule 69.01 provides as follows:

69.01 Application for Judicial Review Notwithstanding any Act, remedies formerly obtained by way of certiorari, mandamus, prohibition, quo warranto or notice of motion to set aside or remit an award, may be obtained only on an application for judicial review made under this rule. [Emphasis added] 69.01 Requête en révision Nonobstant toute disposition d’une loi, les recours autrefois exercés par voie de certiorari, mandamus, prohibition, quo warranto ou avis de motion en annulation ou en reconsidération d’une sentence arbitrale ne peuvent être exercés que sur une requête en révision formulée en application de la présente règle. [C’est moi qui souligne] [20] In my view, nothing in the Rule can be read as enlarging the court’s jurisdiction beyond the boundaries of the remedies available at common law.

Lest there be ambiguity in this regard, it would be clearly resolved by reference to the orders available under Rule 69, which generally correspond to the types of orders traditionally available at common law: 69.13 Form of Order

(1) An order to quash a conviction, order, commitment, warrant or other proceeding, or part thereof shall declare the same to have been removed into the court and quashed.

(2) Where an applicant is imprisoned under a conviction or order which is quashed, the order (Form 69.13 Forme de l’ordonnance ( 1 ) L’ordonnance en annulation de tout ou d’une

partie d’une déclaration de culpabilité, d’une ordonnance, d’une incarcération, d’un mandat ou de quelque autre acte doit préciser que celui-ci a été soumis à la cour et a été annulé. ( 2 ) Si le requérant est emprisonné suite à une déclaration de culpabilité ou à une ordonnance qui est par la suite annulée, l’ordonnance (formule 69A) doit ordonner sa libération immédiate, vu son emprisonnement suite à la déclaration de culpabilité ou à l’ordonnance. ( 3 ) L’ordonnance peut prescrire que la cour, le tribunal administratif ou la personne autorisée entende sans délai et tranche l’affaire qui est sujette à révision. ( 4 ) L’ordonnance peut interdire à la cour au tribunal administratif ou à la personne

69A) shall direct that he be immediately discharged from custody in respect of such conviction or order and the commitment thereunder.

(3) An order may direct a court, tribunal or authority to forthwith hear and determine the matter under review.

(4) An order may provide that a court, tribunal or authority be prohibited from proceeding further in a matter.

(5) An order may provide that a person shall not occupy an office and shall not perform the duties or exercise the rights pertaining thereto.

(6) An order may set aside or remit the award of an arbitrator or arbitrators.

(7) When the court deems it proper to do so, it may remit a matter under review to the autorisée de poursuivre une affaire. ( 5 ) L’ordonnance peut interdire à une personne d’occuper un poste ou d’exercer les fonctions ou de tirer bénéfice des droits qui en découlent. ( 6 ) L’ordonnance peut annuler ou renvoyer une sentence rendue par un ou plusieurs arbitres. ( 7 ) Si la cour le juge à propos, elle peut renvoyer une affaire en révision à la cour, au tribunal administratif ou à la personne autorisée pour être réentendue ou reconsidérée de la manière prescrite par la cour. ( 8 ) L’ordonnance peut prononcer le rejet de la requête.

court, tribunal or authorityto be heard again orotherwise dealt with as thecourt directs.

(8) An order may providethat the application bedismissed. [21] None of these orders have any application in the presentcase. There is no conviction, order, commitment, warrant or other proceeding toquash. [22] Mr. Maltais essentially relies on two cases in support of hisposition that judicial review is available in this case: Lakeside Colony of HutterianBrethren v. Hofer, (SCC), [1992] 3 S.C.R. 165, [1992] S.C.J. No. 87(QL) and Miramichi Minor Hockey Club Inc. v. New Brunswick Amateur HockeyAssn. (N.B.A.H.A.) Inc., [1999] N.B.R. (2d) (Supp.) No. 26, [1999] N.B.J.

No. 631(Q.B.) (QL). [23] The first of the two decisions stands for the proposition that“courts are slow to exercise jurisdiction over the question of membership in avoluntary organization, especially a religious one”, but that jurisdiction maynevertheless be exercised “where a property or civil right turns on the question ofmembership” (para. 6). In that case, the Court found there was a property right atstake, or at least a contractual right that was considered to be “on the same footing asa property right” (para. 8).

Thus, the court was able to review a decision to expelmembers and determine whether it “was carried out according to the applicablerules, with regard to the principles of natural justice, and without mala fides” (para.10). What the case does not stand for, however, is the proposition that the public lawremedy of judicial review is the avenue by which a court may exercise thatjurisdiction. Lakeside Colony was not a case of judicial review. The relief sought inthat case was not akin to certiorari, prohibition or mandamus.

What was sought wasa declaration and the process by which the proceedings were commenced was a Noticeof Action. [24] The second decision, Miramichi Minor Hockey Club, is reallythe only decision Mr. Maltais invokes to support his position that the decision,removing him as Chair and as a member of the Board, could be quashed on judicial

review. In that case, the Court was asked to remove into the court and quash a decision that effectively amended a hockey league’s Constitution by changing certain regional boundaries. In granting the relief sought, the judge referred to cases in other provinces where courts had been asked to interfere in the private activities of a hockey association. In particular, he pointed to Kanigan (Guardian Ad Litem) v. Castlegar Minor Hockey Association , [1996] B.C.J. No. 2431 (S.C.) (QL) ; Mugford et al. v. Newfoundland Minor Hockey Association et al. (1982), No. C.B. 408 (Unreported) (Nfld. S.C.) and Gretzky et al. v.

Ontario Minor Hockey Association , [1975] O.J. No. 2540 (H.C.) (QL) . The judge said those cases stood for the proposition that “[c]ourts are reluctant to intervene in private activities […] involving volunteer, non-profit athletic associations” (para. 21). While that may be, none of these cases stand for the proposition that the public law remedy of judicial review is the means by which courts can intervene where it might be justified. In the Kanigan case, the Court (at para. 33) specifically states that the applicant did not seek an administrative law remedy.

In Mugford , injunctive relief was sought, not judicial review. Similarly, the Gretzky case was a motion for an interim injunction. None of the cases suggest that redress by judicial review would have been appropriate. It appears that in Miramichi Minor Hockey Club , no one challenged the procedure by which the Court was asked to intervene and the judge therefore did not address the question.

However, in the present case the procedure is specifically challenged and, for the reasons set out above, I conclude the challenge has merit. [25] In my respectful view, the public law remedy of judicial review was not available to contest the removal and expulsion of the Chairperson of the Board of Directors of the Port of Dalhousie. Except for Miramichi Minor Hockey Club , in which the appropriateness of the process does not appear to have been challenged, all cases submitted to us support the proposition that one cannot pursue a public law remedy for what is in fact a private dispute.

Lakeside Colony does not support Mr. Maltais’ contention that the public law remedy of judicial review was available. What the case stands for is the proposition that, as a general rule, courts are very reluctant to exercise jurisdiction over the question of membership in a voluntary organization and will generally opt not to get involved. However, courts may exercise jurisdiction where private law remedies are sought and property and civil rights are involved.

In those instances, a court may examine a membership issue and determine whether the applicable rules were followed, whether the principles of natural justice were observed and whether the decision was made in good faith. [26] If, in his Notice of Application, Mr. Maltais had only sought that the decision of the Board of Directors “be removed into the Court and quashed”, it would follow that his application should have been dismissed because a public law remedy was not available to resolve a private law dispute. If this had occurred, some might say that form had triumphed over substance.

In the circumstances, that would have had to have been so, because Rule 69.09(2) provides that, in an application under Rule 69, “[n]o ground shall be relied upon and no relief shall be granted except as set

out or claimed in the original or amended Notice of Application” (Emphasis added). However, Mr. Maltais did not limit the remedies sought in his Notice of Application to public law remedies. He also sought private law remedies. In particular, he sought orders that he be “declared to be a lawful member of the Port of Dalhousie” and be, “declared to be the lawful Chairperson of the Port of Dalhousie”.

In addition, he asked that the Port of Dalhousie be enjoined and restrained from conducting further business and from conducting elections. [27] Unfortunately, in removing the Board of Director’s decision into the Court and quashing it, the application judge granted a public law remedy to which Mr. Maltais was not entitled. Thus, the application judge did not consider the private law remedies that were being sought and in particular did not specifically address the test set out in Lakeside Colony . The judge also did not determine whether the private law remedies Mr.

Maltais was seeking were properly the subject of a Notice of Application as opposed to an action. Moreover, there has never been an adjudication of whether the private law remedies sought would be appropriate in the circumstances. [28] Rule 62.21(7) provides that “the Court of Appeal may set aside an order, decision or judgment appealed from and may order a new trial or hearing”. In my view, this is a proper case for the application of that rule. There are too many outstanding matters to be adjudicated. Moreover, much time has passed since Mr.

Maltais was expelled and it may be that intervening circumstances must be considered. Thus, I would order a new hearing so the application judge can determine whether the private law remedies that are sought would be appropriate in this case. This may be a case where the application judge will grant the parties leave to adduce further evidence on the current appropriateness of the private law remedies sought. V. Disposition [29] For these reasons, I would allow the appeal and set aside the June 22, 2010 decision of the Court of Queen’s Bench.

I would order a new hearing with respect to the claim for private law remedies contained in the Notice of Application. I would award costs to the Port of Dalhousie in the amount of $2,500.

_____________________________ J.C. MARC RICHARD, J.A. WE CONCUR: ______________________________ ALEXANDRE DESCHÊNES, J.A. ______________________________ B. RICHARD BELL, J.A.