SPC Holdings v. Gabriel Date:, 2013 BCPC 31

sCitation: SPC Holdings v. Gabriel Date: 20130226 2013 BCPC 0031 File No: C9847 Registry: Port Coquitlam IN THE PROVINCIAL COURT OF BRITISH COLUMBIA BETWEEN: SPC HOLDINGS AND CONSTRUCTION LTD. CLAIMANT AND: ROB GABRIEL DEFENDANT REASONS FOR JUDGMENT OF THE HONOURABLE JUDGE T.S. WOODS Appearing for the Claimant: E. Zhou Appearing in person: R. Gabriel Place of Hearing: Port Coquitlam , B.C. Dates of Hearing: March 26, July 6 and July 10, 2012 Date of Filing of Defendant’s Written Submission: August 31, 2012 Date of Filing of Claimant’s Written Submission: September 26, 2012 Date of Filing of Defendant’s Reply Submission: October 10, 2012 Date of Judgment: February 26, 2013

INTRODUCTION AND IDENTIFICATION OF ISSUES [ 1 ] The defendant applicant in these proceedings, Rob Gabriel (“Mr. Gabriel”), is a homeowner. In 2008 he engaged the claimant respondent SPC Holdings and Construction Ltd. (“SPC Holdings”) to do extensive work on the roof of his home located at 1363 Honeysuckle Lane, Coquitlam, B.C. [ 2 ] Considering that the roofing work done for him by SPC Holdings was deficient in various ways, Mr. Gabriel challenged the invoices rendered in connection with that work. In answer to that SPC Holdings sued him in this court to enforce payment of those invoices. Mr.

Gabriel defended the claim and counterclaimed for the cost of having the roofing work on his house redone, limiting his counterclaim to the statutory maximum recoverable in this court of $25,000 plus fees and expenses. [ 3 ] The claim and counterclaim were tried together before Judge Stone, commencing in January and concluding in May of 2011. SPC Holdings’ claim on its invoices was dismissed; Mr.

Gabriel’s counterclaim for the cost of putting the roof right was allowed in full, together with expenses of $1,166.41, for a total of $26,166.41. [ 4 ] Since then there have been numerous appearances before judicial justices and judges relating to Mr. Gabriel’s efforts to realise on the judgment debt owed to him by SPC Holdings. To date, despite those efforts, apart from having a small amount of garnished money paid into court and then paid out to him, Mr. Gabriel has not succeeded in recovering anything.

At the time of hearing, SPC Holdings—though still formally in existence—was no longer a going concern and, essentially, judgment proof. [ 5 ] I pause here to say that Mr. Gabriel is a well-intentioned layperson who has done his best to educate himself regarding the substantive and procedural law engaged by his efforts to have his counterclaim satisfied. I mean him no disrespect when I say that his research and strategising have not always taken him down fruitful pathways.

He has filed various applications, the intentions and underpinnings of which have not always been rooted in a sound grasp of the applicable law. The same can be said about the ways that SPC Holdings has sought to resist Mr. Gabriel’s various applications and efforts to recover on his counterclaim. [ 6 ] In these circumstances it would profit no one for me to exhaustively describe and analyse Mr. Gabriel’s various post-judgment court filings and written submissions, one by one, in order to demonstrate the ways in which he has sometimes misconceived the substantive and procedural law.

It would similarly be unproductive for me to do the same with the filings and written submissions of SPC Holdings. I must, rather, seek to discern within the myriad application materials that have been placed before me by both parties what the real issues are. Having done that I must then survey the evidence that the parties have tendered in support of their respective positions, find the necessary facts, consider the parties’ arguments and then apply the applicable law to the found facts. [ 7 ] After a careful review of the file in this matter, I have concluded that at the end of the day what Mr.

Gabriel really seeks to do is to recover from the directors of SPC Holdings—that is, Chi Kun Ma, Zhong Shen and Kelun Lu (collectively, the “SPC Holdings Directors”)—the amount owing to him by the company on the counterclaim. (Mr. Gabriel was explicit that he does not seek to pursue related companies: see Trans. , July 10, 2012, p. 4. However, he was equally explicit that he seeks to include among the individuals liable to pay his judgment Zhiyun Zhou aka Emily Zhou, the wife of Chi Kun Ma [“Ms. Zhou”]. Ms.

Zhou is a sometime officer and employee of SPC Holdings and the only representative of the company who has appeared before the court on any of Mr. Gabriel’s applications. I will deal with that aspect of his arguments separately.) [ 8 ] SPC Holdings resists Mr. Gabriel’s assertion that its liabilities ought to be visited upon them in their personal capacities. [ 9 ] Mr.

Gabriel contends that the conduct of the SPC Holdings Directors regarding this litigation and the way they dealt with SPC Holdings’ assets and undertaking when its liability to him was both foreseeable and eventually crystallised disentitles them from claiming the protection against personal liability afforded by what is sometimes referred to the “corporate veil”. Further, he seeks an order of contempt with respect to a specific amount that SPC Holdings was previously ordered to pay to him, in any event of the cause, and which SPC Holdings has thus far failed to pay.

That, too, is resisted by SPC Holdings. [ 10 ] As I have noted, Mr. Gabriel has come at these problems from various angles. He has, for example, invited the court to impose remedies and invoke powers under the Business Corporations Act , S.B.C. 2002, c. 57, the Fraudulent Preference Act , R.S.B.C. 1996, c. 164 and the Fraudulent Conveyance Act , R.S.B.C. 1996, c. 163. The Provincial Court lacks jurisdiction under all of those statutes to do what Mr. Gabriel wishes. I repeat that it would profit no one for me to devote significant space in this already lengthy judgment to dealing with aspects of Mr.

Gabriel’s various arguments, and SPC Holdings’ responses to them, that are in some respects inchoate and otherwise legally flawed. So I will not do so. [ 11 ] The real questions before me, then, are these: (

a) Should the court lift the corporate veil and permit Mr. Gabriel to enforce the judgment he has obtained against SPC Holdings in his counterclaim against the SPC Holdings Directors personally?; (

b) Should the liabilities of SPC Holdings be recoverable from Ms. Zhou personally?; and (

c) Does SPC Holdings’ conduct in declining to pay a specified sum to Mr. Gabriel that it was ordered to pay in any event of the cause amount to contempt? If so, what remedies are available to Mr. Gabriel in that regard? LIFTING OF THE CORPORATE VEIL The Law

[12] It is trite law that an incorporated entity is a legal person distinct from its directors and shareholders. SPC Holdings is anincorporated entity and it follows that the SPC Holdings Directors presumptively enjoy the protection of the corporate veil whichdistinguishes them from SPC Holdings itself and shields them from liabilities incurred by SPC Holdings. The presumption is a robustone. In the words of Lowry J.A. (Low and Chiasson, JJ.A. concurring), “[t]he separate legal personality of the corporation will not be lightly disregarded”: Edgington v.

Mulek Estate (2009), 2008 BCCA 505 , 86 B.C.L.R. (4th) 78 (C.A.). However, theprotection from company liabilities that is afforded by the corporate veil to directors and shareholders is not absolute. [13] In the often-cited Ontario decision of Clarkson Co. Ltd. v. Zhelka, (ON SC), [1967] 2 O.R. 565 (H.C.J.),Thomson J. observed that it would be “flagrantly opposed to justice” for a court to allow the corporate veil to protect a company’s“corporators” where: (

a) the company was formed for the express purpose of committing a wrongful act; (

b) once the company was formed, those in control of it expressly directed a wrongful act; (

c) the company is a sham—that is, a mere agent, or façade or alter ego, of a controlling corporator; or (

d) clear and express statutory provisions permit the lifting of the corporate veil. [14] Of these factors, the evidence and arguments advanced by Mr. Gabriel in the case at bar primarily engage factors (

b) and (c)above. That is, Mr. Gabriel contends first and foremost that the SPC Holdings Directors directed SPC Holdings to act wrongfully and ina manner intended to prevent him from realising on his counterclaim against SPC Holdings.

He also contends that SPC Holdings was asham in the sense that the SPC Holdings’ Directors conducted themselves in relation to its affairs and assets as if SPC Holdings had noseparate identity and in a manner intended to serve the SPC Holdings Directors’ individual interests. [15] Conduct on the part of corporate directors amounting to fraud will, of course, almost always entitle a court to lift the corporateveil that otherwises isolates them from corporate liabilities.

But the case law also shows that conduct that may not attain the status offraud, but nevertheless is “wrongful” or “illegitimate,” will justify the lifting of the corporate veil in a proper case. In such instances,claimants like Mr. Gabriel must prove that the corporate form has been abused: see Edgington at para 22 and Transamerica LifeInsurance Co. of Canada v. Canada Life Assurance Co. (1996), (ON SC), 28 O.R. (3d) 423 (Ont. Ct. Gen. Div.). [16] The standard of proof here is that which is uniformly applicable in all civil proceedings in Canada, namely, the standard of abalance of probabilities: F.H. v.

McDougall, [2008] S.C.R. 41. To succeed in persuading this court to lift the corporate veil thatpresumptively protects the SPC Holdings Directors from personal liability for corporate obligations, Mr. Gabriel must present apersuasive argument that the proven facts either directly or by necessary inference establish that it is more likely than not that theirconduct was “wrongful” or “illegitimate” as those notions are contemplated by the governing authorities. [17] I have already noted that, because the Provincial Court lacks jurisdiction to impose remedies under the Business CorporationsAct, Mr.

Gabriel is unable to call in aid provisions in that statute—having to do with oppression for example—to assist him directly inthe case at bar. But the law that has developed under companies legislation that generally speaks to the kind of conduct that can lead in aproper case to corporate liabilities being visited upon directors is nevertheless useful here by way of analogy. That law helps to givedefinition to what conduct on the part of directors might, for present purposes, properly be termed “wrongful” or “illegitimate” forexample.

I will explain why. [18] It is well settled that evidence of the breach of a statutory or regulatory duty or standard by an alleged tortfeasor constitutessome evidence of common law negligence: R. v. Saskatchewan Wheat Pool, (SCC), [1983] 1 S.C.R. 205. Similarly,evidence of compliance with a statutory duty or standard constitutes some evidence of conformity with the common law standard of care: Privest Properties Ltd. v. Foundation Company of Canada (1995), (BC SC), 128 D.L.R. (4th) 577 at para. 273ff (B.C.S.C.), aff’d (1997) (BC CA), 143 D.L.R. (4th) 635 (B.C.C.A.), leave refused [1997] S.C.C.A.

No. 216 (S.C.C.). By parity of reasoning, evidence of conduct that could amount to breaches by directors of duties imposed upon them under provisions ofcompany legislation (including oppression provisions) can, in my view, constitute some evidence going to the question of whether thatconduct is “wrongful” or “illegitimate” so as to justify the lifting of the corporate veil at common law.

Accordingly, I consider that itwould be helpful in the case at bar for me to review case authorities in which courts have been called upon to determine whether, inguiding the dealings of their companies vis à vis company creditors, directors have conducted themselves in a manner that is compliantwith the obligations that govern them under prevailing company law legislation. [19] But what case authorities? Company law legislation in Canada resembles a patchwork quilt. Individual provinces have theirown company law statutes and there is also a federal enactment, the

Canada Business Corporations Act, R.S.C. 1985, c. C-44, whichdefines the rights and obligations of federally incorporated companies. These enactments differ from one another in subtle and,sometimes, not-so-subtle ways. [20] Of particular interest for present purposes is the treatment given under company law legislation to director conduct thatconstitutes oppression of creditors. While available to them, the oppression remedy under s. 227 of the British Columbia BusinessCorporations Act appears to have seldom been invoked by creditors.

There is, accordingly, little case law on point emanating fromBritish Columbia to which to turn. However, that fact ought not in my view to require me to call a halt to my search for guidance; neithershould it prevent me from reviewing authorities that consider the company law, including oppression and directors’ liability provisions,of other provinces (or indeed the federation).

The exercise is, after all, not one of seeking to apply any particular statutory provisionspecifically. (The Provincial Court lacks jurisdiction to do so under the Business Corporations Act in any event, as I have previouslynoted.) Rather, the exercise is one of seeking to give some definition to what, in general terms, constitutes acceptable and unacceptabledirector conduct in relation to company dealings with creditors for the purpose of deciding whether or not the common law remedy oflifting the corporate veil ought to be invoked on the specific facts of the case at bar. [21] I turn now to some instructive cases.

[22] In Sidaplex-Plastic Suppliers Inc. v. Elta Group Inc., (ON CA), [1998] O.J. No. 2910 (Ont. C.A.),overruled on other grounds, National Trust Co. v. H & R Block Canada Inc., 2003 SCC 66 , [2003] S.C.J. No. 70, an actionwas brought by a plaintiff creditor against the defendant company seeking relief against its sole director in circumstances where thedefendant company had permitted a letter of credit securing the plaintiff’s consent judgment against it to lapse, thus defeating theplaintiff’s ability to realise on that judgment.

The plaintiff creditor claimed oppression under s. 248 of the Ontario BusinessCorporation Act, R.S.O. 1990, c. B.16 and succeeded in obtaining a judgment against the corporate defendant’s director. That resultwas upheld on appeal. [23] The trial judge Sidaplex-Plastic Suppliers acknowledged the somewhat overlapping nature of cases involving claims againstdirectors for oppression and those in which the corporate veil is sought to be lifted.

The corporate defendant’s actions in allowing thesecurity for the plaintiff creditor’s judgment to lapse were oppressive because they “amounted to an unfair prejudice … [to theplaintiff’s] interest” and they redounded to the defendant company’s benefit. The court saw justification for lifting the corporate veilbecause “[the plaintiff] had lost the security that assured payment of its judgment at a time when all of the other creditors, includingunsecured creditors, had been taken care of”. [24] C-L & Associates Inc. coba Fay-J Packaging v. Airside Equipment Sales Inc., 2003 MBQB 104 , [2003] M.J.

No.160 (Q.B.) is a case in which, under Manitoba’s company law statute, Sinclair J. held the director and sole shareholder of the defendantcorporation personally liable on a judgment obtained by the plaintiff against the defendant corporation. The court found, inter alia, thatby the time the plaintiff company obtained judgment against the defendant corporation, its sole director had effectively ceased using it asa corporate vehicle and had commenced using another company for his business purposes.

As well, by the time judgment was given, thecorporate defendant had no cash in its accounts, no assets and (as noted) it had been permitted to become wholly inactive. At para. 25 ofthe decision in C-L & Associates his Lordship stated, in

summary: “[The director’s] decision to cease using [the defendant corporation] and begin using [the new company] while there was litigationbetween the parties is quite suspicious. He argued that there were legitimate business reasons for doing so, but all of the evidence in myview points inevitably to the conclusion that [the director] formed [the new company] simply to avoid the inevitable judgment that wascoming ...” [25] In the result the court in C-L & Associates held that the actions of the defendant corporation were oppressive vis à vis theplaintiff creditor.

Sinclair J. concluded that the case was one where it was appropriate for the court to lift the corporate veil and hold thecompany’s director personally liable to the creditor “because of the manner in which the affairs of [the defendant corporation had] beenconducted by [the director]” relative to the interests of the plaintiff creditor (at para. 26). [26] The Sidaplex-Plastics and C-L Associates decisions were both discussed in detail, and applied, in the very recent decision, onsomewhat similar facts, of Schreiber Foods Inc. v. Wepackit Inc., [2013] O.J. No. 164 (Ont. S.C.J.).

Altogether these cases stand forthe proposition that where corporations execute corporate manoeuvres that are prejudicial to company creditors—such as impairingsecurity for a debt owed or choosing to carry on business through other corporate vehicles with the result that the debtor companybecomes unable to satisfy judgments owing to its creditors—that corporate conduct can, in a proper case, attract statutory remediesagainst the corporations’ directors personally.

Such remedies can be visited upon directors personally under company legislationoppression provisions on the ground that the corporate conduct is oppressive in the sense that it is “unfairly prejudicial to” the interestsof those creditors, whether or not the conduct was carried out in bad faith: Schreiber Foods, para. 36ff.

I am satisfied that, similarly,where corporate manoeuvring of the kind reflected in some of the oppression cases is carried out to the prejudice of the interests ofcreditors, that conduct can sometimes be classified under the rubrics of “wrongful” and “illegitimate” acts for the purposes of thecommon law authorities that govern when the corporate veil will be lifted outside the context of statutory company law remedies, aforitiori where bad faith is proven. [27] I pause here to observe that it is important, when analysing the conduct of corporate directors in the context of arguments thattheir conduct was directed toward the objective of defeating the interests of creditors, that the Provincial Court not proceed in a mannerthat amounts to a de facto exercise of powers that are reserved exclusively to the Supreme Court under fraudulent preference, fraudulentconveyance or other legislation: Cowichan Bay Contractors Ltd. v.

Schroeder, [2008] B.C.J. No. 2538 (S.C.). That said, as the decisionin Schreiber Foods amply demonstrates, the same director conduct can and sometimes does come under scrutiny from separate legalvantage points. The court in Schreiber (a s. 96 court) considered the proven facts and entertained arguments under company law andfraudulent conveyance legislation and granted remedies in favour of the plaintiff creditor under both. [28] Turning now to Mr.

Gabriel’s “sham” argument, I first observe that it is important to recall that there is nothing objectionable inthe mere fact that corporators have chosen to do business through a corporate vehicle as an alter ego. As Tilleman J. noted in Elbow River Marketing Limited Partnership v. Canada Clean Fuels Inc. (2012), 2012 ABQB 277 , 1 B.L.R. (5th) 223 (Alta. Q.B.),“individuals and corporations are entitled to structure their affairs so as to use the limits of liability granted through incorporation, andthere is nothing blameworthy or morally wrong in so organizing one's affairs” (at para. 180).

Here again, if the corporate veil is to belifted, there is a requirement that corporators claiming protection from corporate liabilities be shown to have employed the corporateform “to perform a wrongful, unlawful, fraudulent or improper act that causes third parties to suffer”: Tirecraft Group Inc. (Receiver of)v. High Park Holdings ULC, 2010 ABQB 653 , [2010] 37 Alta. L.R. (5th) 330 at para. 25 (Alta. Q.B.). (See also, Scotia McLeod Inc. v. Peoples Jewellers Ltd. (1996), (ON CA), 129 D.L.R. (4th) 711 (Ont. C.A.) cited with approval in607730 B.C. Ltd. v. Quay Realty Investments Ltd., 2009 BCCA 575 at para 25).

THE FACTS “Wrongful” or “Illegitimate” Acts [29] On the law summarised above, directors who guide a company to commit “wrongful” or “illegitimate” acts risk being heldpersonally responsible for the liabilities of the company in whose name or through which the acts were committed. [30] The pleadings and evidence before me establish the following facts which are germane to Mr. Gabriel’s assertion that the SPC

Holdings Directors led SPC Holdings to conduct itself in a manner that was wrongful and illegitimate and should deprive them of the protection of the corporate veil. I now set out those facts in chronological order: (

a) On November 22, 2007, SPC Holdings was incorporated with Chi Kun Ma as its sole director and his wife, Ms. Zhou, as its sole officer and with the home address of Mr. Ma and Ms. Zhou as the company’s registered office (Ex. 2) ; (

b) On October 30, 2008, SPC Roofing Ltd. (“SPC Management”) was incorporated (Ex. 11). It served as a management company for SPC Holdings and paid all of SPC Holdings’ employees (Evidence of Ms. Zhou, Trans. , July 10, 2012, p. 2). Chi Kun Ma was a director of both SPC Holdings and SPC Management and the residence of Mr. Ma and Ms. Zhou served as the registered office for both companies (Exs. 2 and 11); (

c) In September/October of 2008, SPC Holdings carried out the disputed roofing work on Mr. Gabriel’s house (an unchallenged allegation in pleadings); (

d) On March 3, 2009, SPC Holdings filed its Notice of Claim and commenced action against Mr. Gabriel on its unpaid invoices regarding the disputed roofing work; (

e) On March 24, 2009, Mr. Gabriel filed his Reply and Counterclaim denying SPC Holdings’ claim and asserting a Counterclaim for $10,509.33 plus filing fees alleging numerous deficiencies in SPC Holdings’ roofing work; (

f) Despite multiple settlement conferences the parties’ dispute could not be resolved consensually; (

g) On March 17, 2010, SPC Holdings, operating under the trade name of “SPC Roofing”, renewed its business licence with the City of Burnaby. The license shows an address for the business of #7 – 2779 Lake City Way (Ex. 10); (

h) On April 28, 2010, the registry issued a trial notice to both parties in the SPC Holdings/Gabriel action setting down SPC Holdings’ action, and Mr. Gabriel’s counterclaim against SPC Holdings, for trial on September 24, 2010; (

i) On September 24, 2010—the date of trial—Mr. Gabriel applied successfully for an adjournment, given his recent receipt of an expert report that supported a counterclaim higher than that asserted in his filed Counterclaim. The trial was adjourned to a new trial date of January 20, 2011; (

j) On November 2, 2010, with leave, Mr. Gabriel filed an Amended Counterclaim increasing the quantum of his counterclaim against SPC Holdings from $10,509.33 plus fees and expenses to $25,000 plus fees and expenses; (

k) On November 16, 2010, SPC Holdings filed a Reply to the Amended Counterclaim; (

l) On December 13, 2010, a new company called SPC Roofing and Waterproofing Ltd. (“SPC Roofing and Waterproofing”) was incorporated with HaiLun Luo as its sole director and Chi Kun Ma as an employee. The new company’s registered and records office, and director’s address, at #7 – 2779 Lake City Way, Burnaby (Ex. 8)—are the same as the address given for Ms. Zhou as an officer of SPC Holdings on its incorporation documents (Ex. 2). When SPC Roofing and Waterproofing began operating in January, 2011, “telephones, utilities, insurance and other operating expenses [formerly for SPC Holdings were] changed to new separate accounts under the name of SPC Roofing and Waterproofing …” (Exhibit 7); (

m) As at December 18, 2010, the directors of SPC Holdings were Chi Kun Ma, Zhong Shen and Ke Lun Lu (that is, the “SPC Holdings Directors”) (Ex. 13); (

n) On December 18, 2010, the SPC Holdings Directors determined, among other things, that SPC Holdings would: i. Cease operation as of December 31, 2010; ii. Repay a $40,000 loan to director Zhong Shen with fixed assets belonging to SPC Holdings of that value; iii. Permit directors Chi Kun Ma and Zhong Shen to “redeem their capital investments” of $47,750 each with fixed assets belonging to SPC Holdings of that value; and iv. Transfer 10,000 common shares of SPC Management to Li Xang for $1.00. (Ex. 13) Further, on the same day, the SPC Holdings Directors agreed that: i.

Directors Zhong Shen and Ke Lun Lu would transfer all of their shares in SPC Holdings to Director Chi Kun Ma for $1.00; and ii. Directors Zhong Shen and Ke Lun Lu would cease to be directors of SPC Holdings. (Ex. 13) (

o) The fixed assets (equipment) that the SPC Holdings Directors received in exchange for their shares pursuant to their share redemptions were “over valued for the tax purpose” at a total of $135,000 (Ex. 7). The SPC Holdings Directors did not actually take possession of them or sell them; rather the fixed assets (equipment items) were “disposed in the original premises”—that is, left onsite at the premises out of which SPC Holdings had carried on business and out of which the newly incorporated SPC Roofing and Waterproofing carried on business commencing in January 2011.

The fixed assets (equipment) were given “for free” by the SPC Holdings Directors to be used by SPC Roofing and Waterproofing. Some of those fixed assets (equipment) were in fact used by SPC Roofing and Waterproofing in carrying on business in 2011 and thereafter (Ex. 7 and Trans. , July 10, 2012, pp. 34-36); (

p) On January 4, 2011, SPC Holdings (with Chi Kun Ma as its signatory) transferred to SPC Roofing and Waterproofing; i. a 2004 White Ford Ranger (with Ms. Zhou as the transferee’s signatory) for $3,000 plus tax on an ICBC Transfer/Tax Form in

which SPC Roofing and Waterproofing acknowledged that the purchase price was below the vehicle’s market value; ii. a 2004 grey Ford F-150 (with Ms. Zhou as the transferee’s signatory) for $7,000 plus tax on an ICBC Transfer/Tax Form in which SPC Roofing and Waterproofing made no representations regarding the relationship between the purchase price and the vehicle’s market value; iii. a 2004 White Dodge Dakota (with Ms.

Zhou as the transferee’s signatory) for $3,000 plus tax on an ICBC Transfer/Tax Form in which SPC Roofing and Waterproofing acknowledged that the purchase price was below the vehicle’s market value; and iv. a 1994 grey Dodge pickup (with Ms.

Zhou as the transferee’s signatory) for $1 plus tax on an ICBC Transfer/Tax Form in which SPC Roofing and Waterproofing acknowledged that the purchase price was below the vehicle’s market value. (Ex. 14) The addresses for the transferor of these vehicles (SPC Holdings) and the transferee (SPC Roofing and Waterproofing) on the transfer documents are the same—that is, #7 – 2779 Lake City Way (Ex. 14). Ms. Zhou executed the transfers on behalf of SPC Roofing and Waterproofing as transferee, even though she had no position in or formal relationship with that company at the time.

She did so on instructions from her husband Chi Kun Ma who represented SPC Holdings in the transaction but who by that time worked as an employee for SPC Roofing and Waterproofing ( Trans. , July 10, 2012, pp. 49-50); (

q) On January 7, 2011, SPC Roofing and Waterproofing—operating at #7 – 2779 Lake City Way—applied to the City of Burnaby for a transfer of SPC Holdings’ business licence to it (Ex. 9); (

r) Commencing in January 2011, SPC Roofing and Waterproofing “continued the roofing business under the same trade name and logo as [SPC] Holdings did in 2010 at the same address … [and they] shared their registered office” ( Trans ., July 10, 2012, p. 45); (

s) On January 20, 2011, the trial of SPC Holdings’ action against Mr. Gabriel, and of Mr. Gabriel’s counterclaim against SPC Holdings, commenced before Judge Stone. It did not complete. The parties were adjourned to a continuation date of March 18, 2011; (

t) On February 25, 2011, SPC Holdings’ general ledger records that the company paid Chi Kun Ma $5,000 for “common stock” (Ex. 16); (

u) SPC Holdings received no stock of any kind in exchange for the $5,000; rather, the amount was partial reimbursement to Mr. Ma of the approximately $20,000 he had to pay to buy out the lease on a vehicle that had been to that point leased by SPC Holdings. Mr. Ma ultimately kept the vehicle for himself after paying the leasing company approximately $15,000 of the $20,000 buyout with his own funds ( Trans ., July 10, 2012, pp. 31-33); (

v) On March 9, 2011, SPC Holdings received $13,000 from SV Construction, raising its balance of cash on hand as at that date to $19,712.05 (Ex. 16); (

w) On March 10, 2011 SPC Holdings paid out to SPC Roofing and Waterproofing $19,541.66 leaving a residual balance of cash on hand as at that date of $170.19 (Ex. 16); (

x) The SV Construction payments relate to a contract, originally entered into between SPC Holdings and SV Construction, which SPC Roofing and Waterproofing ultimately performed ( Trans ., July 10, 2012, pp. 40-41); (

y) On March 18, 2011, the trial continued before Judge Stone and at the conclusion of the evidence the parties were adjourned to May 30, 2011 for argument; (

z) In March/April of 2011—only four months after SPC Roofing and Waterproofing had been incorporated—the company was distributing lists to potential customers claiming credit for 25 previously completed roofing projects that only SPC Holdings could have completed (Ex. 12); (aa) On May 30, 2011, the parties returned to court for argument in the SPC Holdings/Gabriel proceedings. At the conclusion of final submissions, SPC Holdings’ claim against Mr. Gabriel was dismissed and Mr.

Gabriel’s counterclaim against SPC Holdings of $25,000 plus expenses of $1,166.44 was allowed in full; (bb) On July 8, 2011, SPC Roofing and Waterproofing was advertising its services on the Internet and claiming credit for a roofing project completed in April of 2010—a time when SPC Holdings was actively carrying on business in the roofing field and before SPC Roofing and Waterproofing had been incorporated.

This July 8, 2011, web posting also included references to “SPC Roofing”—the trade name under which SPC Holdings and SPC Roofing and Waterproofing carried on business—as a “division” of SPC Holdings, even though SPC Holdings had purported to cease operations on December 31, 2010 (Ex. 6) (cc) On July 12 2011, SPC Holdings made a payment of $1,345.81 to its law firm of $1,345.61 (Ex. 16); (dd) On August 5 and 8, 2011, SPC Holdings made payments of $2,300 and $1,400, respectively, to a construction creditor and its CGA, leaving a balance cash on hand as of that date of $8.07; (ee) On January 3, 2012, SPC Roofing and Waterproofing was advertising its services on the Internet and claiming credit for a roofing project completed in September of 2010—a time when SPC Holdings was actively carrying on business in the roofing field and before SPC Roofing and Waterproofing had been incorporated (Ex. 6); (ff) On January 13, 2012, SPC Roofing and Waterproofing was advertising its services on the Internet and claiming credit for roofing projects completed in August 2009 and August 2010—times when SPC Holdings was actively carrying on business in the roofing field and before SPC Roofing and Waterproofing had been incorporated (Ex. 6); Application of the Law to the Facts

[ 31 ] I will say straightaway that the proven facts in the case at bar support an inference that the SPC Holdings Directors engaged in conduct, qua directors, that was both “wrongful” and “illegitimate” vis à vis Mr. Gabriel as an SPC Holdings creditor. Invoking the reasoning of Thomson J. in Clarkson , I have concluded that it would be “flagrantly opposed to justice” to permit the corporate veil to protect the SPC Holdings Directors from liability to Mr.

Gabriel in respect of the judgment he has obtained against SPC Holdings on his counterclaim. [ 32 ] I will also say, straightaway, that I am persuaded by the evidence that for the purposes of the governing case law, the corporate form of SPC Holdings was abused. It was a sham. It was a sham in the sense that the SPC Holdings Directors conducted themselves in relation to the affairs and undertaking of SPC Holdings as if the company did not have a distinct corporate identity from them.

Their actions as directors of SPC Holdings were plainly driven by a motive to serve their individual interests as distinct from those of the company. [ 33 ] A number of manipulations of the affairs and undertaking of SPC Holdings by the SPC Holdings Directors commenced suspiciously in mid-December of 2010, six short weeks after Mr. Gabriel amended his counterclaim against the company, based on expert evidence regarding the cost to put right his faulty roof, seeking $25,000 plus fees and expenses against SPC Holdings (the maximum recoverable in the Provincial Court).

At that time the trial of SPC Holdings’ claim against Mr. Gabriel, and of his counterclaim against it, was scheduled to commence a mere five weeks later (on January 20, 2011). [ 34 ] With the trial looming and the prospect of a $25,000-plus-fees-and-expenses judgment being given against it on Mr. Gabriel’s counterclaim (a prospect that was ultimately realised later in 2011), on December 18, 2010, the SPC Holdings Directors in a meeting purported to bring all of SPC Holdings’ operations to an end effective December 31, 2010.

Also, a few days before the SPC Holdings Directors took that action, another company, SPC Roofing and Waterproofing, was formed—a company that would later be described in its own online advertising as a “division of” SPC Holdings. As Ms. Zhou admitted in her testimony, SPC Roofing and Waterproofing was for all practical purposes a successor to SPC Holdings: Trans. , July 10, 2012 at pp. 35-36. It took over and performed some of SPC Holdings’ contracts.

It received from the SPC Holdings Directors business assets formerly belonging to SPC Holdings “for free”— business assets (equipment and the like) that the SPC Holdings Directors had been given in exchange for their positions in SPC Holdings. The new company, SPC Roofing and Waterproofing, also received several of SPC Holdings’ vehicles from SPC Holdings for consideration below market value. Ms. Zhou was given authority by SPC Roofing and Waterproofing to execute transfer documents for those vehicles on its behalf. Those same transfer documents were executed, on behalf of SPC Holdings as transferor, by Ms.

Zhou’s husband, Mr. Chi Kun Ma—one of the SPC Holdings Directors and an employee until the end of September of 2011 of the newly incorporated SPC Roofing and Waterproofing: see Transcript , July 10, 2012, pp. 45-46. The vehicle transfers took place during the first week of January of 2011, despite the fact that SPC Holdings had purportedly ceased operations on December 31, 2010. [ 35 ] SPC Roofing and Waterproofing thereafter “continued the roofing business under the same trade name and logo as [SPC] Holdings did in 2010 at the same address … [and they] shared their registered office”.

Telephones, utilities, insurance and other operating expenses formerly ascribed to SPC Holdings were changed to new accounts under the name of the successor company, SPC Roofing and Waterproofing. The successor company promoted its services by referring to work performed months and years before it was ever incorporated by an entity that could only have been SPC Holdings.

The successor company carried on business under the same trade name as had the previous company, namely “SPC Roofing,” and when SPC Holdings was effectively wound down, SPC Roofing and Waterproofing had SPC Holdings’ business licence transferred to it. [ 36 ] There is damning evidence regarding the buyout of a vehicle leased by SPC Holdings. While the financial statements for the company suggest that $5,000 was paid out to Mr. Chi Kun Ma in February of 2011 in exchange for “common stock,” Ms. Zhou said under oath that in fact that money was paid out to Mr.

Ma in connection with the buyout of the lease on a leased vehicle. Her husband Mr. Ma, she testified, added that $5,000 to another approximately $15,000 of his own money to acquire the vehicle. No account was apparently taken of the equity in the vehicle that had been built up over the period of the lease agreement during which lease payments were being made by SPC Holdings.

No records were presented at the hearing to show that SPC Holdings was compensated at all, much less fairly, for its contribution toward the outright acquistion of a vehicle that the company had leased and of which one of the SPC Holdings Directors, Mr. Chi Kun Ma, ultimately took ownership and possession personally. [ 37 ] While SPC Holdings did effectively cease operating as a going concern at the end of 2010 it did take time for what little remained of its cash on hand to be fully depleted. As late as July and August of 2011—that is, after Mr.

Gabriel had obtained judgment against the company on his counterclaim at the end of May 2011—SPC Holdings was making payments in the thousands of dollars to its lawyers, other construction creditors and its accountant. Indeed, that accountant—Mr. David Bai, C.G.A.—prepared year-to-date financial statement for SPC Holdings to August 21, 2011 (Ex. 16) and so was rendering paid services to the company to at least that date. [ 38 ] Mr.

Gabriel rightly argues that the evidence showing this pattern of looking after some creditors while taking no steps at all to even begin to address SPC Holdings’ liability to him—despite the fact that execution proceedings had begun—is consistent with other evidence that evinces an intention on SPC Holdings’ part to act in a manner prejudicial to him as a creditor. Recognising that for reasons of want of jurisdiction I cannot and must not purport to grant any relief in Mr.

Gabriel’s favour under the Fraudulent Preference Act , the point cannot be put any higher than that. [ 39 ] It strains credulity to the breaking point for Ms. Zhou to argue, as she has before me, that the SPC Holdings Directors simply could no longer get along and that it was for that reason, and no other, that they brought SPC Holdings’ operations to an end effective December 31, 2010. [ 40 ] Remarkably, not one of the SPC Holdings Directors came forward to testify at the hearing of this matter and give evidence under oath to support the arguments that Ms. Zhou advanced.

Apart from one short affidavit sworn by Mr. Chi Kun Ma, not a word of sworn evidence from any of the SPC Holdings’ Directors was placed before the court by them in connection with Mr. Gabriel’s application to have the corporate veil lifted and to have them held personally liable for the debt to him incurred by SPC Holdings. When she was cross-examined under oath, Ms. Zhou was frequently unable to give properly informed answers to questions put to her by Mr. Gabriel about these matters.

It became obvious that, while she was an active player in those dealings, she was not privy to all of the machinations of the SPC Holdings Directors or the purposes for which they were carried out. The inference with which I am left by this

unusual situation is irresistible. I infer that had the SPC Holdings Directors been called to testify, and had they given properly sworn and truthful evidence regarding their purposes and motives regarding the way they dealt with the undertaking and assets of SPC Holdings, that evidence would not have availed them. [ 41 ] I reject as patently incredible the suggestion that the looming potential liability to Mr.

Gabriel—which came fully into focus a matter of a few short weeks before these corporate manoeuvrings commenced—was not a factor (or the factor) that drove the SPC Holdings Directors to allow SPC Holdings to lapse into an inactive state and to preside over the assumption, by SPC Roofing and Waterproofing, of many of its assets either for nothing or for less than market value so that it could carry on the business that SPC Holdings had carried on up to the end of 2010.

The language employed by Sinclair J. at para. 25 of C-L & Associates aptly describes the situation in the case at bar as well and so I repeat it here: “[The director’s] decision to cease using [the defendant corporation] and begin using [the new company] while there was litigation between the parties is quite suspicious.

He argued that there were legitimate business reasons for doing so, but all of the evidence in my view points inevitably to the conclusion that [the director] formed [the new company] simply to avoid the inevitable judgment that was coming ...” [ 42 ] The end result of these manoeuvrings was to leave Mr. Gabriel, once he succeeded on his counterclaim, with a dry judgment. The evidence forces the inference that by gutting SPC Holdings and effectively winding it up when a significant potential liability to Mr.

Gabriel was beginning to crystallise, the SPC Holdings Directors acted intentionally to the prejudice of an obvious potential creditor.

Such conduct has in some of the cases I have reviewed above been determined by courts to be oppressive under company law legislation; I am entirely satisfied that, having regard to those authorities and the general law that speaks to when the corporate veil will be lifted so as to expose directors to liability, the conduct of the SPC Holdings Directors in this case was both “wrongful” and “illegitimate” and, indeed, carried out in bad faith. [ 43 ] The evidence that I have canvassed and summarised above also persuades me that SPC Holdings was a “sham” in the sense meant by the relevant authorities.

When the company faced a significant potential liability, the SPC Holdings Directors effectively disregarded its corporate form and identity and its interests as an entity separate from themselves. They allowed its assets to be transferred to themselves in exchange for their shares at a time when it was in a precarious financial position.

They then placed those assets at the disposal of SPC Roofing and Waterproofing, “for free,” which company in turn simply picked up and, using those assets, continued doing the same work, under the same name, with the same contact particulars and out of the same premises that SPC Holdings had used.

Nowhere in the evidence is there any suggestion that the SPC Holdings Directors conducted themselves in the interests of SPC Holdings, let alone the company’s best interests; rather, they engaged in a series of manoeuvres aimed at extracting themselves from the company and impoverishing it of assets (equipment and contracts) that they then placed at the disposal of another company for which one of their number, Mr. Chi Kun Ma, then acted as a paid employee for the better part of another year.

Every effort was made to enable SPC Roofing and Waterproofing to carry on in business, trading on the goodwill and commercial reputation developed by SPC Holdings. The new company benefited at the expense of the old, with the added bonus that the old company became incapable of meeting its obligations as a judgment debtor to Mr. Gabriel. Given those circumstances, the court is propelled to the conclusion that the SPC Holdings Directors expressly directed SPC Holdings to perform wrongful acts with a view to, inter alia , defeating Mr.

Gabriel’s ability to realise on its counterclaim, and that none of their actions were guided by the interests of SPC Holdings which, demonstrably (at that point), was a sham. [ 44 ] While Mr. Chi Kun Ma appears to have been more centrally involved in the affairs of SPC Holdings and in the affairs of the successor company SPC Roofing and Waterproofing once the old company was gutted and allowed to lapse into inactivity, all of the SPC Holdings Directors participated in the meeting on December 18, 2010 during which the decision to effectively wind down SPC Holdings was made.

Directors Zhong Shen and Ke Lun Lu, along with Chi Kun Ma, redeemed their share capital in SPC Holdings in exchange for fixed assets that were then given for free to SPC Roofing and Waterproofing and used by that company to continue the business that SPC Holdings had carried on up to the end of December of 2010. They also participated in the decision to have SPC Holdings “cease operation [ sic ] from December 31 2010”. These actions were central to the gutting of SPC Holdings and central to the prejudice caused to Mr. Gabriel and, like Mr. Chi Kun Ma himself, neither Mr. Shen nor Mr.

Lu gave any testimony to call Mr. Gabriel’s assertions into doubt. All three of the SPC Holdings Directors must, therefore, be viewed in the same light for the purposes of Mr. Gabriel’s applications. [ 45 ] On the basis of the evidence that has been placed before me, I conclude that the SPC Holdings Directors have disqualified themselves from claiming the protection from SPC Holdings’ liability to Mr. Gabriel that is presumptively afforded to them by the corporate veil. The SPC Holdings Directors accordingly stand jointly and severally liable to Mr.

Gabriel in their personal capacities for the judgment that he has obtained against SPC Holdings in his counterclaim in these proceedings. PERSONAL LIABILITY OF MS. ZHOU [ 46 ] Mr. Gabriel seeks, in addition to pursuing the SPC Holdings Directors, to have the court order that Ms. Zhou be held personally liable for SPC Holdings’ debt to him arising from the judgment granted in his favour in his counterclaim. [ 47 ] Ms.

Zhou was an officer of SPC Holdings at the time of its initial incorporation, and she was still so designated as December of 2010 when the SPC Holdings Directors took steps to bring the company’s operations to an end and redeem their share capital: Ex. 2 and Trans. , July 10, 2012 at p. 22. She was also involved to some degree in the activities of both SPC Holdings and SPC Roofing and Waterproofing from 2011 and thereafter. However, as her testimony at trial made plain, there were many gaps in her knowledge about what, precisely, the SPC Holdings Directors were doing or why. She never was a director.

Neither does the evidence persuade me that she had the authority to influence and guide the activities of SPC Holdings that the SPC Holdings Directors had and that led to their being adjudged personally liable to Mr. Gabriel for the debt owed to him by the company.

Functionally she was, at most, a person who variously worked as the bookkeeper and manager of SPC Holdings who, often ignorant of the specifics of what was driving the activities of the SPC Holdings Directors, nevertheless was the person charged with carrying out many of their day-to-day instructions. [ 48 ] The court’s decision to impose personal liability upon the SPC Holdings Directors for obligations owed by SPC Holdings to Mr.

Gabriel is rooted in the fact that the those directors exerted legal and practical control over the corporate decision-making and actions that ultimately worked to Mr. Gabriel’s prejudice as a company creditor. While she was undoubtedly a participant in the execution of steps that were prejudicial to Mr. Gabriel, the evidence I have heard and seen persuades me that Ms. Zhou lacked the control necessary to found personal liability.

She was perhaps a too-willing instrument of the SPC Holdings Directors in effecting their wishes but—not being a director herself and not having the influence that the SPC Directors had over the affairs of SPC Holdings—Ms. Zhou is not a proper candidate for bearing personal liability for the obligations of that company owed to Mr. Gabriel. Accordingly, I decline to impose personal liability upon her. CONTEMPT [ 49 ] On August 10, 2011, this court made an interlocutory order in these proceedings relating to the inspection, by Mr.

Gabriel and his forensic accountant, of the company records of SPC Holdings. (The inspection was one part of Mr. Gabriel’s wider effort to execute on his counterclaim.) Previous arrangements had been made for that inspection but the husband of Mr. Gabriel’s forensic accountant died shortly before the inspection was to proceed. Mr. Gabriel explained the situation to Ms. Zhou and sought the consent of SPC Holdings to change the date to accommodate the tragedy that had befallen his forensic accountant. However, SPC Holdings withheld its consent, forcing Mr.

Gabriel to make a formal application to change the date. [ 50 ] As the judge hearing that application, I considered that, in the circumstances, SPC Holdings had refused unreasonably to consent to a revised date for the inspection of its documents by Mr. Gabriel and his forensic accountant. Accordingly, I made an order that SPC Holdings pay to Mr. Gabriel $200, in any event of the cause, “on account of the expense and inconvenience that [SPC Holdings] has caused to Mr. Gabriel by reason of its unreasonable refusal to accommodate Mr.

Gabriel’s reasonable request to alter the arrangements for the inspection and copying of its company records given the recent death of his original forensic accountant’s husband”. The compensation was ordered payable in any event of the cause. The order further specified that the payment be made by way of a certified cheque or bank draft, payable to “Rob Gabriel,” and that it be delivered to Mr.

Gabriel by an independent courier service or registered mail to his address for delivery, namely, 1363 Honeysuckle Lane, Coquitlam, B.C. by no later than 5:00 p.m. on August 19, 2011. [ 51 ] The deadline of August 19, 2011 came and went with no payment having been made to Mr. Gabriel pursuant to the order. The $200 remained unpaid at the time of hearing and I have no reason to believe that it does not still remain unpaid. The reason given by Ms. Zhou on behalf of SPC Holdings for its failure to pay the $200 was that “there was no money”.

However, during cross-examination, she also admitted that the company’s accountant, David Bai, C.G.A., was paid for his services up to the end of August of 2011: Trans ., July 10, 2012 at p. 73. That evidence is consistent with the content of Ex. 16, a balance sheet for SPC Holdings prepared by Mr. Bai outlining the state of the company’s finances as at August 21, 2011—that is, two days after the $200 was due and payable by SPC Holdings under the order. [ 52 ] Mr. Gabriel argues that SPC Holdings’ failure to make payment of the $200 to him in these circumstances amounts to contempt. [ 53 ] In Swann v.

Swann , 2009 BCCA 335 , Groberman J.A. (for the court) set out the test for contempt in failure-to-pay cases as follows: “There are four elements that must be established: that the debtor had notice of the order, that he or she did not comply with the order, that the non-compliance was ‘wilful’ (i.e., deliberate, as opposed to accidental or unintentional), and that the debtor was, in fact, capable of complying with the order (i.e., that he or she had the means to make the required payments.” (at para. 10) [ 54 ] There is no room for argument that SPC Holdings did not have notice of the order that it pay Mr.

Gabriel $200 as a result of its unreasonable refusal to consent to an amended date for the inspection and copying of its documents. The order was made in open court and in the presence of Ms. Zhou, the only representative of SPC Holdings who has ever appeared in court in these proceedings. Neither is it arguable that SPC Holdings did not comply with the order. The $200 was not paid on August 19, 2011, or—to my understanding— at any date thereafter.

The evidence is also clear ( Trans. , July 10, 2012 at p. 73) that SPC Holdings was paying its accountant for services rendered up to the end of August of 2011: “Q So on August 19th, 2011, when the company was to provide a $200 compensation payment to me, you stated that there was no money. A Yes. He was paid -- let me see -- almost the same time as the lawyer. You showed the last time, yeah, it's here, David Bai. Q So I'll ask the question one more time. David Bai was getting paid at least until August 31st, 2011, correct? A Yes. Q And David Bai is your accountant.

A Yes.” [ 55 ] However, the transcript and Exhibit 16 also show that the accountant, Mr. Bai, may have been paid in advance for those services on August 8, 2012, two days before the $200 order was made and that—as Ms. Zhou testified—there wasn’t money left in SPC Holdings’ accounts sufficient to cover the ordered $200 payment. Thus, a question is raised as to whether SPC Holdings was capable of complying with the order, an essential element of the test as articulated in the passage from Swann quoted above. [ 56 ] Contempt is punishable by imprisonment.

While, in light of all that I have addressed in these reasons regarding the manoeuvrings of SPC Holdings and the handling of its assets, I am properly sceptical about the disposition of SPC Holdings’ monies as of August 19, 2012, I am also unwilling to make a finding of contempt without unequivocal evidence of all of the facts necessary to support such a finding.

[ 57 ] Accordingly, I decline to make a finding of contempt against SPC Holdings regarding the $200 payment. I do, however—on the logic that drives the imposition of personal liability upon the SPC Holdings Directors elsewhere in these reasons—order that the SPC Holdings Directors (that is, Chi Kun Ma, Zhong Shen and Ke Lun Lu) personally make payment of $200 to Mr. Gabriel in the manner specified below in these reasons by March 15, 2013. In the event that that payment is not made, Mr. Gabriel has liberty, within the context of a default hearing scheduled on proper notice to Ms.

Zhou (SPC Holdings’ representative in these proceedings throughout), to make application to this court for a warrant for the arrest and imprisonment of Chi Kun Ma, Zhong Shen and Ke Lun Lu pursuant to Rule 13(8) of the Small Claims Rules .

SUMMARY [ 58 ] In these reasons I have concluded that the SPC Holdings Directors conducted themselves, as directors of SPC Holdings, in a manner that for the purposes of the governing authorities was—having regard to the interests of the company’s creditor, Mr. Gabriel —“wrongful” and “illegitimate”. The way the SPC Holdings Directors dealt with the company, its assets and its undertaking unmasked SPC Holdings as being a sham.

This pattern of dealings on the part of the SPC Holdings Directors deprives them of the protection of the corporate veil that, presumptively, isolates them from the liabilities of SPC Holdings itself. As a result of this ruling, Mr. Gabriel is at liberty to commence execution proceedings against the SPC Holdings Directors—that is, Chi Kun Ma, Zhong Shen and Ke Lun Lu in their personal capacities—for the entirety of what is outstanding to him on his counterclaim against SPC Holdings itself. [ 59 ] For the reasons given above, Mr. Gabriel’s applications to extend personal liability on the counterclaim to Ms.

Zhou, and to hold SPC Holdings in contempt of an order requiring it to pay $200 to him in any event of the cause, are dismissed. [ 60 ] Lastly, and also for the reasons given above, the SPC Holdings Directors—that is, Chi Kun Ma, Zhong Shen and Ke Lun Lu in their personal capacities—must pay $200 to Mr. Gabriel. They must do so by way of a certified cheque or bank draft payable to “Rob Gabriel” to be delivered to Mr.

Gabriel by an independent courier service or registered mail at his address for delivery, namely, 1363 Honeysuckle Lane, Coquitlam, B.C. not later than 5:00 p.m. on Friday, March 15, 2013. [ 61 ] Orders accordingly. _____________________________ Thomas S. Woods, P.C.J.