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49 File No. CT-2015-COMPETITION TRIBUNAL IN THE MATTER OF the Competition Act, R.S.C. 1985, c. C-34 (the “Act”); AND IN THE MATTER OF an application by Stargrove Entertainment Inc. for an order pursuant to section 103.1 of the Act granting leave to bring an application under sections 75, 76, and 77 of the Act;

AND IN THE MATTER OF an application by Stargrove Entertainment Inc. for an order pursuant to sections 75, 76, and 77 of the Act;

AND IN THE MATTER OF an application by Stargrove Entertainment Inc. for an order pursuant to section 104 of the Act;

BETWEEN: STARGROVE ENTERTAINMENT INC. Applicant - and UNIVERSAL MUSIC PUBLISHING GROUP CANADA, UNIVERSAL MUSIC CANADA INC., SONY/ATV MUSIC PUBLISHING CANADA CO., SONY MUSIC ENTERTAINMENT CANADA INC., ABKCO MUSIC & RECORDS, INC., CASABLANCA MEDIA PUBLISHING, and CANADIAN MUSICAL REPRODUCTION RIGHTS AGENCY LTD.

Respondents ———————————————————————————————— MEMORANDUM OF FACT AND LAW OF THE APPLICANT (Application for Leave Pursuant to Section 103.1 of the Competition Act)

————————————————————————————————

WEIRFOULDS LLP Barristers & Solicitors 4100 - 66 Wellington Street West P.O. Box 35, Toronto-Dominion Centre Toronto, ON M5K 1B7

Nikiforos Iatrou Scott McGrath Bronwyn Roe Tel: 416-365-1110 Fax: 416-365-1876 niatrou@weirfoulds.com smcgrath@weirfoulds.com broe@weirfoulds.com

Lawyers for the Applicant

TO: The Registrar Competition Tribunal 90 Sparks Street, Suite 600 Ottawa, ON K1P 5B4 Tel: 613-957-7851 Fax: 613-952-1123

AND TO: John Pecman Commissioner of Competition Competition Bureau 50 Victoria Street Gatineau, QC K1A 0C9 Tel: 819-997-4282 Fax: 819-997-0324

AND TO: Universal Music Publishing Group Canada (A Division of Universal Music Canada Inc.) 2450 Victoria Park Avenue, Suite 1 Toronto, ON M2J 5H3 Tel: 416-718-4000 Fax: 416-718-4224

50 DIMOCK STRATTON LLP 20 Queen Street West, 32nd Floor Toronto, ON M5H 3R3

Sangeetha Punniyamoorthy Thomas Kurys Tel: 416-971-7202 Fax: 416-971-6638 spunniyamoorthy@dimock.com tkurys@dimock.com

51 AND TO: Universal Music Canada Inc. (A Division of Universal Music Group) 2450 Victoria Park Avenue, Suite 1 Toronto, ON M2J 5H3 Tel: 416-718-4000 Fax: 416-718-4224

AND TO: Sony/ATV Music Publishing Canada Co. 1670 Bayview Avenue, Suite 408 Toronto, ON M4G 3C2 Tel: 416-489-5354

AND TO: Sony Music Entertainment Canada Inc. 150 Ferrand Drive Toronto, ON M3C 3E5 Tel: 416-589-3000

AND TO: ABKCO Music & Records, Inc. 85 5th Ave #11 New York, NY 10003 United States Tel: 212-399-0300

AND TO: Casablanca Media Publishing 249 Lawrence Avenue East Toronto, ON M4N 1T5 Tel: 416-921-9214

AND TO: Canadian Musical Reproduction Rights Agency Ltd. 320-56 Wellesley Street West Toronto, ON M5S 2S3 Tel: 416-926-1966 Fax: 416-926-7521

52 TABLE OF CONTENTS Page PART I THE APPLICATION IN A NUTSHELL ...................................................... 1 PART II STATEMENT OF FACTS ......................................................................... 2 A. The Parties ........................................................................................... 2 B. Licensing Musical Works in Canada..................................................... 4 C. Stargrove’s Business Model................................................................. 4 D. Stargrove’s Business Was Immediately Successful ............................. 6 E. The Respondents Ordered CMRRA To Stop Issuing Stargrove Mechanical Licences ........................................................................... 8

F. Universal Tried to Prevent or Harm Stargrove’s Business.................... 9 G. The Respondents Campaigned to Shut Stargrove Out ...................... 10 H. Stargrove Seeks Relief at the Competition Tribunal........................... 12 PART III ISSUE..................................................................................................... 12 PART IV ARGUMENT ........................................................................................... 12 The Applicable legal test......................................................................... 12 Question #1: Stargrove has been directly and substantially affected in its business by the respondents’ conduct............................................ 14

Question #2: The respondents’ conduct could be subject to an order pursuant to sections 75, 76, and 77 of the act............................... 15

PART V ORDER SOUGHT .................................................................................. 23 SCHEDULE A AUTHORITIES SCHEDULE B STATUTES AND REGULATIONS

53 PART I - THE APPLICATION IN A NUTSHELL 1. Stargrove seeks leave to commence an application to the Competition Tribunal against the Respondents pursuant to s. 103.1 of the Competition Act. Stargrove’s proposed application alleges that the Respondents have violated ss. 75, 76, and 77 of the Act by refusing to grant “mechanical licences” to Stargrove, which Stargrove needs to manufacture and sell low-cost CDs in Canada. 2. Stargrove is a record label that manufactures CD compilations of sound recordings of The Beatles, The Rolling Stones, and other artists for sale at low prices ($5.00) at Walmart stores. It can offer such low prices because the sound recordings from which it prepares the CDs are no longer protected by copyright; they are in the public domain. As such, Stargrove does not require a “master sound recording licence” to use the recordings. 3. Although the sound recordings are in the public domain, the musical works (songs) on the recordings continue to be copyright protected. Stargrove therefore requires what are known as “mechanical licences” for each song it seeks to use. In Canada, there are standard industry practices and terms that govern the issuance of mechanical licences; for the songs relevant to this application, these are administered by the Canadian Musical Reproduction Rights Agency. Stargrove is willing to abide by those terms and practices. The Respondents, however, have banded together to shut Stargrove out of the market, having CMRRA deny Stargrove any mechanical licences (not just for the titles in question).

- 2 - 54 4. Stargrove is being targeted for its low pricing model, but the real victims are consumers; instead of being able to buy popular titles for just $5.00 per CD, they pay much more. 5. The Respondents have campaigned to block Stargrove by pressuring Stargrove’s distributor, concocting false negative reviews of Stargrove’s CDs, and having CMRRA refuse to deal with Stargrove on standard terms. They have violated sections 75, 76, and 77 of the Competition Act, depriving consumers of competitive prices and artificially extending copyright over public domain recordings. This has negatively affected competition. 6. Stargrove’s proposed application readily meets the low threshold required on a leave application. The conduct complained of could be the subject of an order pursuant to each of sections 75, 76 and 77. It has directly and substantially affected Stargrove’s business and has resulted in a substantial lessening or prevention of competition. The Application should be granted. PART II - STATEMENT OF FACTS A. The Parties 7. The Applicant, Stargrove Entertainment Inc. (“Stargrove”), is a company incorporated in July 2014 under the laws of Ontario. Stargrove is a record label in the business of manufacturing and selling competitively-priced musical compact discs (“CDs”). 1 1 Affidavit of Terry Perusini sworn August 26, 2015 (“Perusini Affidavit”), para 3.

- 3 - 55 8. The Respondents Sony/ATV Music Publishing Canada Co. and Sony Music Entertainment Canada Inc. (collectively, “Sony”) and Universal Music Publishing Group Canada and Universal Music Canada Inc. (collectively, “Universal”) are music publishing companies and record labels located in Toronto, Ontario. The Respondent Casablanca Media Publishing (“Casablanca”) is a music publishing company located in Toronto. The Respondent ABKCO Music and Records Inc. (“ABKCO”) is a record label, music publisher, and film and video production company headquartered in New York, New York. 2 9. The Respondent Canadian Musical Reproduction Rights Agency Ltd. (“CMRRA”) is a music licensing collective representing music publishers. On behalf of music publishers, CMRRA issues licences for the reproduction of musical works on various media, including mechanical licensing for the reproduction of songs on CDs. 3 10. Sony, Universal and Casablanca are represented by CMRRA and have representatives on the Board of Directors of CMRRA. ABKCO is represented by CMRRA but, to Stargrove’s knowledge, does not have representatives on its Board of Directors. 4 11. Anderson Merchandisers Canada Inc. (“Anderson”) (which is not a party to the case, but plays an important role in the market) distributes CDs to major Canadian retailers, including Walmart and BestBuy. Anderson is the exclusive 2 Perusini Affidavit, ibid, paras 4-6. 3 Perusini Affidavit, ibid, para 7; Affidavit of Mario Bouchard, sworn August 27, 2015, Exhibit “A” (“Bouchard Affidavit”), para 25. 4 Perusini Affidavit, supra note 1 at para 8.

- 4 - 56 distributor for CDs in Walmart in Canada and is the distributor for Stargrove’s CDs. B. Licensing Musical Works in Canada 12. For the purposes this Application, there are two copyrights that matter: 5 (1) The copyright in the musical work. In order to reproduce a musical work, a party must obtain a “mechanical licence” from the holder of the copyright in the musical work, if the work is protected by copyright. If the work has fallen into the “public domain”, no licence is required to use the work.

(2) The copyright in the master sound recording. In order to reproduce the sound recording on which a musical work is fixed, a party must also obtain a “master recording licence” from the holder of the copyright in the sound recording, if the sound recording is protected by copyright. If the sound recording has fallen into the “public domain”, no licence is required to use the sound recording.

C. Stargrove’s Business Model 13. Stargrove’s business is to manufacture and sell CDs. Its current business activity is to manufacture and sell CDs of musical works whose sound recordings are in the public domain. In order to do so, Stargrove needs to obtain mechanical licenses for the works, but does not need to obtain master sound recording 5 Perusini Affidavit, ibid at paras 9-10; Bouchard Affidavit, supra note 3 at paras 18-19.

- 5 - 57 licences. Stargrove then manufactures and sells these CDs at very competitive prices. 6 14. Although a record label in Stargrove’s position can seek to obtain a mechanical licence directly from the publisher, the common practice in Canada is for a record label to apply for mechanical licences from CMRRA, which is the authorized representative for most musical work copyright holders in Canada. CMRRA distributes royalties to publishers, who in turn pay royalties to the authors of musical works for which a licence was issued. 7 15. CMRRA offers two options for mechanical licences: (i) “pay-as-you-press” licencing and (ii) three standard Mechanical Licencing Agreements (“MLA”). CMRRA suggests that pay-as-you-press licences are appropriate for licensees who only occasionally manufacture products in Canada or who do so in small quantities. 8 16. For a record label of Stargrove’s size, the typical (and most cost-efficient) way to obtain such mechanical licenses is by entering into an MLA with CMRRA. 9 A record label that has signed an MLA obtains mechanical licences on standard terms and at standard rates. 17. The standard mechanical royalty rate in Canada is currently $0.083 per song, per copy (for recordings with a running time of five minutes or less). 10 The royalty 6 Perusini Affidavit, ibid at para 20. 7 Bouchard Affidavit, ibid at para 31. 8 Perusini Affidavit, ibid at para 16; Bouchard Affidavit, supra note 3 at note 17. 9 Perusini Affidavit, ibid at para 16. 10 Perusini Affidavit, ibid at para 17.

- 6 - 58 rate is fixed on a per song/per copy basis, irrespective of the price for which a CD is sold. Applications by record labels to CMRRA for mechanical licences are granted as a matter of course at this standard rate. 11 18. CMRRA’s contracts with the publishers it represents (called “Affiliation Agreements”) contemplate that CMRRA “shall” issue the mechanical licences on standard terms, unless the publisher decides that it wants to deal directly with the record label to issue the licence. 12 This is the only situation in which the MLA provides that CMRRA may decline to issue a licence to a record label that has otherwise complied with the terms of its MLA. 13 19. In practice, the market for the issuance of mechanical licences operates as though it were a compulsory system. The process is so automatic that record labels press and sell CDs before obtaining mechanical licences. Royalties owed on these CDs are held pending the identification of the copyright owner. 14 D. Stargrove’s Business Takes Off 20. In January 2015, Stargrove made an application to CMRRA for mechanical licences for five titles (collectively, the “Titles”): The Beatles Love Me Do, The Beatles Can’t Buy Me Love, The Rolling Stones Little Red Rooster, Bob Dylan It

11 The mechanical royalty rate may be lower for certain budget-priced CDs. Bouchard Affidavit, supra note 3 at paras 36-37. 12 Bouchard Affidavit, ibid at para 34. 13 Bouchard Affidavit, ibid at para 34. 14 Bouchard Affidavit, ibid at paras 29, 41-49.

- 7 - 59 Ain’t Me Babe and The Beach Boys Fun, Fun, Fun (each of these titles is a compilation of 11 songs). 15 21. For each of these titles, copyright in the musical work still exists (hence the need for a mechanical license), but copyright in the sound recording has expired. As such, the sound recording is in the public domain, meaning that the public has the right to use and copy that recording without permission. 22. Although an MLA would be more appropriate for a record label like Stargrove, CMRRA required Stargrove to apply for a pay-as-you-press licence for the mechanical licences. 16 With its application, Stargrove submitted the required royalty payment of $13,799.10. 17 23. CMRRA cashed Stargrove’s cheque and Stargrove began producing its CDs for sale. The CDs went on sale at Walmart on February 3, 2015 for a retail price of $5.00 each. Consumers reacted positively to this offering. In the first week of sales, The Beatles’ Love Me Do was Walmart’s top-selling CD, with 1,488 copies sold. Three of Stargrove’s other titles also had strong initial sales: Fun, Fun, Fun, It Ain’t Me Babe, and Can’t Buy Me Love sold a combined total of 755 units in their first week of sales. 18 15 Perusini Affidavit, supra note 1 at paras 24, 25, 27 and 31. 16 Perusini Affidavit, ibid at para 32. 17 Perusini Affidavit, ibid at para 32. 18 Perusini Affidavit, ibid at para 34.

- 8 - 60 E. The Respondents Order CMRRA to Stop Issuing Stargrove Mechanical Licences 24. The publishers associated with the Titles include ABKCO, Casablanca and Sony Publishing (collectively, the “Title Holders”). One by one, and in quick succession, each of the Title Holders gave instructions to CMRRA in January or February 2015 to refuse to issue the mechanical licences for Stargrove. 25. A CMRRA representative professed her surprise to Stargrove at these instructions from the Title Holders, but CMRRA followed their instructions. In fact, CMRRA went even further, and refused to grant Stargrove any mechanical licences, whether from one of the Title Holders or not. 19 Stargrove’s attempts to enter into an MLA were stymied by CMRRA, which erected barrier after barrier to Stargrove’s application. 26. CMRRA refunded Stargrove’s royalty payment for the Titles at the end of February, 2015, causing the sale of Stargrove’s CDs to grind to a halt. 20 27. On multiple occasions, Stargrove requested explanations for the refusals to grant mechanical licences, both from CMRRA and from the Title Holders directly, and asked them to reverse course. Stargrove has been refused an explanation, other than in a letter from CMRRA, which stated that the Title Holders’ “refusal to deal is at least partially related to the fact that there are public domain master recordings on the products in question.” 21 The responses that Stargrove received from ABKCO and Casablanca representatives stated, in part, that ABKCO and

19 Perusini Affidavit, ibid at paras 40-43. 20 Perusini Affidavit, ibid at para 45. 21 Perusini Affidavit, ibid at para 60.

- 9 - 61 Casablanca were not required to provide an explanation for their refusal to grant licences. 22 28. The Title Holders are withholding mechanical licences in order to artificially extend copyright over recordings that should be in the public domain. They are doing so in direct response to the legitimate competition that Stargrove’s low pricing policy was bringing to the market. As set out above, some Title Holders have record label divisions, while others are affiliated with record labels. They do not like the fact that Stargrove was able to gain market share so quickly. F. Universal Tried to Prevent or Harm Stargrove’s Business 29. In February 2015, fabricated, negative reviews were posted on Walmart’s website about Stargrove’s Beatles’ titles. 23 30. Randy Lennox, the CEO of Universal Music Canada, sent an e-mail to the principals of Anderson, the distributors of Stargrove’s CDs, asking Anderson not to carry Stargrove’s products and to partner with Universal to resolve what he called a “public domain issue”. 24 31. Brian Greaves, an account manager at Universal Music Canada, created reviews on Walmart’s website, complaining of the poor quality of Stargrove’s products. He also encouraged other Universal Music Canada employees to do the same and help him with his “campaign” to discourage Anderson from distributing

22 Perusini Affidavit, ibid at paras 64-65. 23 Perusini Affidavit, ibid at paras 46-49. 24 Perusini Affidavit, ibid at para 51.

- 10 - 62 Stargrove’s products in the future. 25 Walmart subsequently removed all the fake reviews from its site. Stargrove’s CDs had a low return rate: of the over 2000 Stargrove CDs sold, only one CD was returned. 26 32. Mr. Greaves noted that Stargrove’s CDs were taking away from Universal’s sales and market share, and claimed that Universal had already successfully removed a Rolling Stones title from the CDs offered by Stargrove for sale, despite the fact that the copyright in question was held by ABKCO, not Universal. 27 Clearly, Universal worked with ABKCO and CMRRA to have the title pulled from shelves. 33. Universal’s reaction shows what an effective competitor Stargrove was going to be. The fact that Stargrove could attract so many customers in such a brief time, ousting major record labels’ stranglehold on Top Ten lists at Walmart, had clearly provoked concern among the Title Holders, and prompted this concerted effort to prevent Stargrove from entering the market and competing for CD sales. G. The Respondents Campaign to Shut Stargrove Out 34. The Respondents mean to punish Stargrove for its low pricing and ability to compete with established record labels. Ultimately, this keeps the prices of CDs high. Mechanical licences are ordinarily issued as a matter of course within the MLA structure. The process is so automatic that record labels almost always produce CDs even before they have obtained mechanical licenses. 28 The 25 Perusini Affidavit, ibid at paras 50 and 52. 26 Perusini Affidavit, ibid at paras 49, 53. 27 Perusini Affidavit, ibid at para 52. 28 Bouchard Affidavit, supra note 3 at para 29.

- 11 - 63 decision to instruct CMRRA to refuse to issue mechanical licences to Stargrove surprised even the employees of CMRRA. 35. Since Stargrove has been shut out of the market, it has missed out on several lucrative opportunities to market its CDs. 36. For instance, Anderson wanted Beatles CDs that Stargrove would have otherwise produced. Anderson continues to identify opportunities for Stargrove through Walmart that Stargrove is unable to pursue because of CMRRA and the Respondents’ refusal to issue it mechanical licenses. 29 As recently as three weeks ago, Anderson noted a lack of stock of Beatles and Rolling Stones CDs; it wanted Stargrove to help it fill its orders. 30 Stargrove cannot do so, as long as it is being unfairly and unlawfully blocked from the market. 37. Stargrove was offered the opportunity to put 20,000 CDs of its two Beatles titles in Walmart locations for a promotional “front of store” bin sale for three weeks, from July 25 to August 14, 2015. It was unable to seize this opportunity because of the Respondents’ refusal to grant mechanical licences to Stargrove. 31 38. These lost opportunities alone have resulted in an estimated loss to Stargrove of $150,000 in wholesale sales. 32 39. Stargrove’s CDs have been pulled from Walmart’s shelves, and its sales given that it can obtain no mechanical licenses from CMRRA are now zero.

29 Perusini Affidavit, supra note 1 at paras 78-79. 30 Perusini Affidavit, ibid at para 79. 31 Perusini Affidavit, ibid at paras 76-77. 32 Perusini Affidavit, ibid at paras 76-77.

- 12 - 64 H. Stargrove Seeks Relief at the Competition Tribunal 40. Based on the foregoing, Stargrove filed this Application for leave to commence a proceeding against the Respondents pursuant to s. 75, s. 76 and s. 77 of the Competition Act (“Act”). At Schedule “A” to its Notice of Application for Leave, it has attached its proposed Notice of Application against the Respondents if leave is granted. 41. Stargrove has concurrently filed an Application seeking an interim and interlocutory order to compel the Respondents to deal with Stargrove on CMRRA’s ordinary trade terms pending the result of this leave Application and, if it is granted, the application on the merits. 33 PART III - ISSUE 42. The sole issue on this Application is whether Stargrove should be granted leave to make an application under ss. 75, 76, and/or 77 against the Respondents. PART IV - ARGUMENT The Applicable Legal Test 43. Section 103.1 of the Act grants private parties the right to commence an application pursuant to ss. 75, 76 or 77 of the Act, with leave of the Competition Tribunal (“Tribunal”):

33 Application for Interim Order.

- 13 - 65 Leave to make application under section 75, 76 or 77 103.1 (1) Any person may apply to the Tribunal for leave to make an application under section 75, 76 or 77. The application for leave must be accompanied by an affidavit setting out the facts in support of the person’s application under that section.

44. Subsections 103.1(7) and 103.1(7.1) set out the tests to be employed by the Tribunal for requests for leave under that section to commence an action pursuant to s. 75 and s. 76, respectively: Granting leave to make application under section 75 or 77 (7) The Tribunal may grant leave to make an application under section 75 or 77 if it has reason to believe that the applicant is directly and substantially affected in the applicants’ business by any practice referred to in one of those sections that could be subject to an order under that section.

Granting leave to make application under section 76 (7.1) The Tribunal may grant leave to make an application under section 76 if it has reason to believe that the applicant is directly affected by any conduct referred to in that section that could be subject to an order under that section.

45. When determining whether to grant leave, the Tribunal is to ask whether the leave application is supported “by sufficient credible evidence to give rise to a bona fide belief that the applicant may have been directly and substantially affected in the applicant’s business by a reviewable practice, and that the practice in question could be subject to an order.” 34 46. The standard of proof on a leave application pursuant to s. 103.1 is lower than when the application is considered on its merits. The Tribunal needs to be 34 National Capital News Canada v Milliken, 2002 Comp Trib 41 at para 14.

- 14 - 66 satisfied that the respondent’s practice could be the subject of an order. The burden of proof is lower than the ordinary burden of balance of probabilities. 35 47. With this lower standard of proof in mind, the Tribunal must answer two questions on this leave application: (1) has Stargrove been directly and substantially affected in its business by a reviewable practice?; and (2) could the reviewable practice in question be the subject of an order pursuant to the sections of the Act on which Stargrove relies? Question #1: Stargrove Has Been Directly and Substantially Affected in its Business by the Respondents’ Conduct

48. An application under s. 103.1 of the Act requires sufficient credible evidence to give rise to a bona fide belief that the applicant may have been directly and substantially affected in its business by a reviewable practice. A “substantial” effect on business means something just beyond de minimis. The evidence must be direct and not speculative. 36 49. Together, the Respondents have campaigned to keep Stargrove from obtaining mechanical licences, and have effectively shut Stargrove out of the CD market entirely. Their conduct should therefore be considered collectively, rather than individually. 50. The Respondents’ conduct has gutted Stargrove’s business model and effectively locked it out of access to CMRRA, the gatekeeper for mechanical

35 Symbol Technologies Canada ULC v Barcode Systems Inc, 2004 FCA 339 at para 17 [Barcode]. 36 Canada (Director of Investigation & Research) v Chrysler Canada Ltd (1989), 27 CPR (3d) 1 (Comp Trib) at 23; aff'd (1991), 38 CPR (3d) 25 (FCA).

- 15 - 67 licences. Unless the Tribunal grants relief to Stargrove, it will be put out of business, and its competitive impact will vanish. 51. The Titles effectively constitute Stargrove’s entire business. There is therefore no need for the Tribunal to analyze whether the harm created by the Respondents has a substantial effect on Stargrove’s business as a whole it is specifically targeted at Stargrove’s whole business. Even if Stargrove were to change its business model and focus on titles not controlled by the Title Holders, CMRRA’s decision not to enter into an MLA with Stargrove precludes it from participating in CD sales to any credible degree. There is no question that Stargrove’s business has been substantially and directly affected by the Respondents’ conduct. Question #2: The Respondents’ Conduct Could be Subject to an Order Pursuant to Sections 75, 76, and 77 of the Act

52. In assessing the potential merits of a case, the Tribunal may address the relevant elements summarily in keeping with the expeditious nature of the leave proceeding under section 103.1. 37 53. Subsection 75(1) of the Act sets out the requirements for the reviewable trade practice of refusal to deal: Jurisdiction of Tribunal where refusal to deal 75. (1) Where, on application by the Commissioner or a person granted leave under section 103.1, the Tribunal finds that

(a) a person is substantially affected in his business or is precluded from carrying on business due to his inability to obtain adequate supplies of a product anywhere in a market on usual trade terms,

37 Barcode, supra note 35 at para 19.

- 16 - (b) the person referred to in paragraph (a) is unable to obtain adequate supplies competition among suppliers of the product in the market,

(c) the person referred to in paragraph (a) is willing and able to meet the usual trade terms of the supplier or suppliers of the product,

(d) the product is in ample supply, and (e) the refusal to deal is having or is likely to have an adverse effect on competition in a market,

the Tribunal may order that one or more suppliers of the product in the market accept the person as a customer within a specified time on usual trade terms unless, within the specified time, in the case of an article, any customs duties on the article are removed, reduced or remitted and the effect of the removal, reduction or remission is to place the person on an equal footing with other persons who are able to obtain adequate supplies of the article in Canada.

54. Unlike other forms of intellectual property which may not ordinarily meet these criteria, 38 the right to reproduce songs (through mechanical licences) is subject to standard rates and usual supply terms, with MLAs being ordinarily available to anyone willing to pay applicable fees and abide by standard terms. Stargrove is being uniquely targeted and discriminated against by CMRRA and the Title Holders; even CMRRA acknowledged that this is out of the ordinary. 55. This case meets all five requirements of s. 75: (a) As set out above in response to Question #1, Stargrove’s business is substantially affected by its inability to obtain the right to reproduce the musical works (through mechanical licences) for the Titles. Stargrove has lost an opportunity to put at least 20,000 CDs in Walmart locations for a promotional “front of store” bin sale for three weeks, from July 25 to August 14, 2015. There are other opportunities and promotions that 38 Canada (Director of Investigation & Research) v Warner Music Canada Ltd (1997), 78 CPR (3d) 321, CT-1997/003 Doc #22 (Comp Trib).

68 of the product because of insufficient

- 17 - 69 Stargrove could have participated in had it been granted mechanical licences by the Respondents. (b) Stargrove is unable to otherwise obtain the right to reproduce the musical works because the rights are in the sole control of the Respondents (there is insufficient competition among “suppliers” in the market). (c) Stargrove is willing to meet the usual trade terms of the Respondents through CMRRA. (d) The granting of rights to reproduce songs is not limited in supply as noted above, mechanical licences are normally granted as a matter of course. (e) The Respondents’ refusal to deal is having an adverse effect on competition in the market for CD sales in Canada, specifically in respect of popular music whose sound recordings are in the public domain. The Respondents clearly recognized Stargrove for what it is: a maverick that has identified a way to disrupt the market and offer consumers a product they seek at far lower prices than are currently available. By blocking Stargrove’s CD sales, the Respondents are artificially suppressing competition in the market, creating a corresponding artificial inflation of their own market share and the prices for CDs. The consuming public, whose purchase decisions made Stargrove’s CDs top sellers in their first week of sales, is being denied the low-cost alternative that Stargrove seeks to provide.

- 18 - 70 56. Similarly, there is sufficient credible evidence that the Tribunal could make an order against the Respondents pursuant to ss. 76(2) and 76(8) of the Act: Price maintenance 76. (1) On application by the Commissioner or a person granted leave under section 103.1, the Tribunal may make an order under subsection (2) if the Tribunal finds that

(a) a person referred to in subsection (3) directly or indirectly (ii) has refused to supply discriminated against any person or class of persons engaged in business in Canada because of the low pricing policy of that other person or class of persons; and

(b) the conduct has had, is having or is likely to have an adverse effect on competition in a market.

Persons subject to order (3) An order may be made under subsection (2) against a person who (a) is engaged in the business of producing or supplying a product; or (c) has the exclusive rights and privileges conferred by a patent, trade-mark, copyright, registered industrial design or registered integrated circuit topography.

Refusal to supply (8) If, on application by the Commissioner or a person granted leave under section 103.1, the Tribunal finds that any person, by agreement, threat, promise or any like means, has induced a supplier, whether within or outside Canada, as a condition of doing business with the supplier, to refuse to supply a product to a particular person or class of persons because of the low pricing policy of that person or class of persons, and that the conduct of inducement has had, is having or is likely to have an adverse effect on competition in a market, the Tribunal may make an order prohibiting the person from continuing to engage in the conduct or requiring the person to do business with the supplier on usual trade terms.

a product to or has otherwise

- 19 - 71 57. The Respondents could be subject to an order under s. 76(2) pursuant to both ss. 76(3)(a) and (c). The Respondents are engaged in the business of producing and supplying products – in the case of the record labels, CDs, and in the case of the publishers and CMRRA, the right to reproduce musical works by way of mechanical licences and MLAs. They also have copyright to the songs associated with the mechanical licences s. 76(3)(c) explicitly makes intellectual property holders subject to an order under that subsection. 58. The Respondents’ conduct falls within s. 76(1)(a)(ii) because they have refused to supply a product to Stargrove. Specifically, the Respondents have refused to grant Stargrove the right to reproduce musical works in an attempt to keep Stargrove from competing in the market for CDs where the sound recordings are in the public domain. The Respondents are doing so because Stargrove’s low pricing policies were going to disrupt the CD market and take away market share from the record labels. 59. The Respondents have also acted contrary to s. 76(1)(a)(ii) because they have “otherwise discriminated against” Stargrove. The Respondents have discriminated against Stargrove by denying it access to the right to reproduce musical works (through mechanical licences and an MLA), and refusing to deal with it on terms similar to the terms that would apply to any other record label. This discrimination arises because of Stargrove's low pricing policy. E-mails from executives at Universal identify that the refusal to supply and discriminatory treatment occurred because Stargrove’s $5.00 CDs were gaining market share.

- 20 - 72 60. The Respondents have also acted contrary to s. 76(8) by inducing CMRRA, as a condition of doing business with the Respondents, to refuse to supply the relevant rights (through mechanical licences and an MLA) to Stargrove. This refusal arises because of Stargrove’s low pricing policy. 61. The Respondents’ refusal to supply has impeded Stargrove’s entry into and expansion in the CD market in Canada and has resulted, and is likely to result, in a substantial lessening or prevention of competition, as consumers are being denied access to the low-cost CDs they want. As Mr. Greaves of Universal noted, Stargrove’s sales were eating into the established players’ market share. Stargrove’s strong sales in just one week in the market, and the frequent requests by Anderson for more product, are indicative of the adverse impact on competition. 62. Subsection 77 has also been violated by the Respondents in this case: Definitions 77. (1) For the purposes of this section, “exclusive dealing” means (a) any practice whereby a supplier of a product, as a condition of supplying the product to a customer, requires that customer to

(i) deal only or primarily in products supplied by or designated by the supplier or the supplier’s nominee, or

(ii) refrain from dealing in a specified class or kind of product except as supplied by the supplier or the nominee, and

(b) any practice whereby a supplier of a product induces a customer to meet a condition set out in subparagraph (a)(i) or (ii) by offering to supply the product to the customer on more favourable terms or conditions if the customer agrees to meet the condition set out in either of those subparagraphs;

- 21 - 73 Exclusive dealing and tied selling (2) Where, on application by the Commissioner or a person granted leave under section 103.1, the Tribunal finds that exclusive dealing or tied selling, because it is engaged in by a major supplier of a product in a market or because it is widespread in a market, is likely to

(a) impede entry into or expansion of a firm in a market, (b) impede introduction of a product into or expansion of sales of a product in a market, or

(c) have any other exclusionary effect in a market, with the result that competition is or is likely to be lessened substantially, the Tribunal may make an order directed to all or any of the suppliers against whom an order is sought prohibiting them from continuing to engage in that exclusive dealing or tied selling and containing any other requirement that, in its opinion, is necessary to overcome the effects thereof in the market or to restore or stimulate competition in the market.

63. The Title Holders are the major suppliers of the rights to reproduce musical works (through mechanical licences and MLAs) in the market (in fact, they are the only suppliers for the Titles). Currently, the Respondent record labels are the only suppliers of CDs of the relevant songs. Their behaviour is specifically aimed at preventing Stargrove from entering and expanding in the market. 64. In addition to using their power over the Titles and their position within CMRRA to coordinate this harm to Stargrove, they also, in the case of Universal, sought to use their position in the broader CD market to influence Anderson to stop dealing with Stargrove. 65. Universal pressured Anderson not to distribute products of Stargrove’s that competed with Universal’s, offering veiled incentives and making veiled threats to

- 22 - 74 deter Anderson from dealing with Stargrove. 39 Universal also placed negative reviews of Stargrove’s CDs on Walmart’s website with a view to obtaining a similar advantage in the market. Further, Universal appears to have been complicit in ABKCO and CMRRA’s activities with respect to the Rolling Stones title in issue. 66. The Respondents’ conduct is not a legitimate exercise of intellectual property rights. 67. The Competition Bureau’s Intellectual Property Enforcement Guidelines explain that the circumstances in which the Bureau could apply the Act to anticompetitive conduct involving intellectual property rights includes circumstances involving anticompetitive conduct that is “something more than the mere exercise of the IP right”. 40 The Guidelines go on to state: …If a company uses IP protection to engage in conduct that creates, enhances or maintains market power as proscribed by the Competition Act, then the Bureau may intervene.

When joint conduct of two or more firms lessens or prevents competition, the competitive harm clearly flows from something more than the mere exercise of 41 the IP right to refuse. 68. This is clearly the case here, with the various Respondents banding together with CMRRA to shut Stargrove out.

39 Perusini Affidavit, supra note 1 at para 30. 40 Competition Bureau, Intellectual Property Enforcement Guidelines (Ottawa: 1 September 2000), s. 4.2 at p 7. 41 Ibid, s. 4.2.1 at p. 8.

- 23 - 75 69. The United States Department of Justice and Federal Trade Commission describe the intersection between intellectual property law and antitrust law in their Antitrust Guidelines for the Licensing of Intellectual Property: Intellectual property law bestows on the owners of intellectual property certain rights to exclude others. These rights help the owners to profit from the use of their property. An intellectual property owner's rights to exclude are similar to the rights enjoyed by owners of other forms of private property. As with other forms of private property, certain types of conduct with respect to intellectual property may have anticompetitive effects against which the antitrust laws can and do protect.

As in other antitrust contexts, however, market power could be illegally acquired or maintained, or, even if lawfully acquired and maintained, would be relevant to the ability of an intellectual property owner to harm competition 42 through unreasonable conduct in connection with such property. 70. While Stargrove does not gainsay the Respondents’ rights to benefit from their intellectual property, the Respondents may not exploit it in a manner that violates the Act, as they are doing in this case. 71. Stargrove has met the low threshold required on a leave application pursuant to s. 103.1. It should be granted leave. PART V - ORDER SOUGHT 72. Stargrove seeks an order: (a) granting it leave to commence an Application against the Respondents pursuant to ss. 75, 76, and 77 of the Act, in the form contained within the Proposed Notice of Application; and

42 United States Department of Justice and Federal Trade Commission, Antitrust Guidelines for the Licensing of Intellectual Property (6 April 1995), ss. 2.1, 2.2.

- 24 - 76 (b) awarding Stargrove its costs of this Application for leave, if opposed.

ALL OF WHICH IS RESPECTFULLY SUBMITTED Date: August 28, 2015 WEIRFOULDS LLP Barristers & Solicitors 4100 - 66 Wellington Street West P.O. Box 35, Toronto-Dominion Centre Toronto, ON M5K 1B 7

Nikiforos latrou Sangeetha Punniyamoorthy Scott McGrath Thomas Kurys Bronwyn Roe Tel: 416-971-7202 Tel: 416-365-1110 Fax: 416-971-6638 Fax: 416-365-1876 spunniyamoorthy@dimock.com

niatrou@weirfoulds.com tkurys@dimock.com smcgrath@weirfoulds.com broe@weirfoulds.com

Lawyers for the Applicant

77 SCHEDULE “A” Authorities 1. National Capital News Canada v Milliken, 2002 Comp Trib 41. 2. Symbol Technologies Canada ULC v Barcode Systems Inc, 2004 FCA 339. 3. Canada (Director of Investigation & Research) v Chrysler Canada Ltd (1989), 27 CPR (3d) 1 (Comp Trib); aff'd (1991), 38 CPR (3d) 25 (FCA).

4. Canada (Director of Investigation & Research) v Warner Music Canada Ltd (1997), 78 CPR (3d) 321, CT-1997/003 Doc #22 (Comp Trib)

5. Competition Bureau, Intellectual Property Enforcement Guidelines (Ottawa: 1 September 2000).

6. United States Department of Justice and Federal Trade Commission, Antitrust Guidelines for the Licensing of Intellectual Property (6 April 1995).

78 Schedule “B” Statutes and Regulations Competition Act, RSC, 1985, c C-34 PART VIII MATTERS REVIEWABLE BY TRIBUNAL RESTRICTIVE TRADE PRACTICES Refusal to Deal Jurisdiction of Tribunal where refusal to deal 75. (1) Where, on application by the Commissioner or a person granted leave under section 103.1, the Tribunal finds that

(a) a person is substantially affected in his business or is precluded from carrying on business due to his inability to obtain adequate supplies of a product anywhere in a market on usual trade terms,

(b) the person referred to in paragraph (a) is unable to obtain adequate supplies of the product because of insufficient competition among suppliers of the product in the market,

(c) the person referred to in paragraph (a) is willing and able to meet the usual trade terms of the supplier or suppliers of the product,

(d) the product is in ample supply, and (e) the refusal to deal is having or is likely to have an adverse effect on competition in a market,

the Tribunal may order that one or more suppliers of the product in the market accept the person as a customer within a specified time on usual trade terms unless, within the specified time, in the case of an article, any customs duties on the article are removed, reduced or remitted and the effect of the removal, reduction or remission is to place the person on an equal footing with other persons who are able to obtain adequate supplies of the article in Canada.

When article is a separate product (2) For the purposes of this section, an article is not a separate product in a market only because it is differentiated from other articles in its class by a trade-mark, proprietary name or the like, unless the article so differentiated occupies such a dominant position in that market as to substantially affect the ability of a person to carry on business in that class of articles unless that person has access to the article so differentiated.

Definition of “trade terms”

79 (3) For the purposes of this section, the expression “trade terms” means terms in respect of payment, units of purchase and reasonable technical and servicing requirements.

Inferences (4) In considering an application by a person granted leave under section 103.1, the Tribunal may not draw any inference from the fact that the Commissioner has or has not taken any action in respect of the matter raised by the application.

Price Maintenance Price maintenance 76. (1) On application by the Commissioner or a person granted leave under section 103.1, the Tribunal may make an order under subsection (2) if the Tribunal finds that

(a) a person referred to in subsection (3) directly or indirectly (i) by agreement, threat, promise or any like means, has influenced upward, or has discouraged the reduction of, the price at which the person’s customer or any other person to whom the product comes for resale supplies or offers to supply or advertises a product within Canada, or

(ii) has refused to supply a product to or has otherwise discriminated against any person or class of persons engaged in business in Canada because of the low pricing policy of that other person or class of persons; and

(b) the conduct has had, is having or is likely to have an adverse effect on competition in a market.

Order (2) The Tribunal may make an order prohibiting the person referred to in subsection (3) from continuing to engage in the conduct referred to in paragraph (1)(a) or requiring them to accept another person as a customer within a specified time on usual trade terms.

Persons subject to order (3) An order may be made under subsection (2) against a person who (a) is engaged in the business of producing or supplying a product; (b) extends credit by way of credit cards or is otherwise engaged in a business that relates to credit cards; or

(c) has the exclusive rights and privileges conferred by a patent, trade-mark, copyright, registered industrial design or registered integrated circuit topography.

80 Refusal to supply (8) If, on application by the Commissioner or a person granted leave under section 103.1, the Tribunal finds that any person, by agreement, threat, promise or any like means, has induced a supplier, whether within or outside Canada, as a condition of doing business with the supplier, to refuse to supply a product to a particular person or class of persons because of the low pricing policy of that person or class of persons, and that the conduct of inducement has had, is having or is likely to have an adverse effect on competition in a market, the Tribunal may make an order prohibiting the person from continuing to engage in the conduct or requiring the person to do business with the supplier on usual trade terms.

Inferences (10) In considering an application by a person granted leave under section 103.1, the Tribunal may not draw any inference from the fact that the Commissioner has or has not taken any action in respect of the matter raised by the application.

(12) For the purposes of this section, “trade terms” means terms in respect of payment, units of purchase and reasonable technical and servicing requirements.

Exclusive Dealing, Tied Selling and Market Restriction Definitions 77. (1) For the purposes of this section, “exclusive dealing” « exclusivité »

“exclusive dealing” means

(a) any practice whereby a supplier of a product, as a condition of supplying the product to a customer, requires that customer to

(i) deal only or primarily in products supplied by or designated by the supplier or the supplier’s nominee, or

(ii) refrain from dealing in a specified class or kind of product except as supplied by the supplier or the nominee, and

(b) any practice whereby a supplier of a product induces a customer to meet a condition set out in subparagraph (a)(i) or (ii) by offering to supply the product to the customer on more favourable terms or conditions if the customer agrees to meet the condition set out in either of those subparagraphs;

81 Exclusive dealing and tied selling (2) Where, on application by the Commissioner or a person granted leave under section 103.1, the Tribunal finds that exclusive dealing or tied selling, because it is engaged in by a major supplier of a product in a market or because it is widespread in a market, is likely to

(a) impede entry into or expansion of a firm in a market, (b) impede introduction of a product into or expansion of sales of a product in a market, or

(c) have any other exclusionary effect in a market, with the result that competition is or is likely to be lessened substantially, the Tribunal may make an order directed to all or any of the suppliers against whom an order is sought prohibiting them from continuing to engage in that exclusive dealing or tied selling and containing any other requirement that, in its opinion, is necessary to overcome the effects thereof in the market or to restore or stimulate competition in the market.

Damage awards (3.1) For greater certainty, the Tribunal may not make an award of damages under this section to a person granted leave under subsection 103.1(7).

Where no order to be made and limitation on application of order (4) The Tribunal shall not make an order under this section where, in its opinion, (a) exclusive dealing or market restriction is or will be engaged in only for a reasonable period of time to facilitate entry of a new supplier of a product into a market or of a new product into a market,

(b) tied selling that is engaged in is reasonable having regard to the technological relationship between or among the products to which it applies, or

(c) tied selling that is engaged in by a person in the business of lending money is for the purpose of better securing loans made by that person and is reasonably necessary for that purpose,

and no order made under this section applies in respect of exclusive dealing, market restriction or tied selling between or among companies, partnerships and sole proprietorships that are affiliated.

Where company, partnership or sole proprietorship affiliated (5) For the purposes of subsection (4), (a) one company is affiliated with another company if one of them is the subsidiary of the other or both are the subsidiaries of the same company or each of them is controlled by the same person;

82 (b) if two companies are affiliated with the same company at the same time, they are deemed to be affiliated with each other;

(c) a partnership or sole proprietorship is affiliated with another partnership, sole proprietorship or a company if both are controlled by the same person; and

(d) a company, partnership or sole proprietorship is affiliated with another company, partnership or sole proprietorship in respect of any agreement between them whereby one party grants to the other party the right to use a trade-mark or trade-name to identify the business of the grantee, if

(i) the business is related to the sale or distribution, pursuant to a marketing plan or system prescribed substantially by the grantor, of a multiplicity of products obtained from competing sources of supply and a multiplicity of suppliers, and

(ii) no one product dominates the business. When persons deemed to be affiliated (6) For the purposes of subsection (4) in its application to market restriction, where there is an agreement whereby one person (the "first" person) supplies or causes to be supplied to another person (the "second" person) an ingredient or ingredients that the second person processes by the addition of labour and material into an article of food or drink that he then sells in association with a trade-mark that the first person owns or in respect of which the first person is a registered user, the first person and the second person are deemed, in respect of the agreement, to be affiliated.

Inferences (7) In considering an application by a person granted leave under section 103.1, the Tribunal may not draw any inference from the fact that the Commissioner has or has not taken any action in respect of the matter raised by the application.

GENERAL Leave to make application under section 75, 76 or 77 103.1 (1) Any person may apply to the Tribunal for leave to make an application under section 75, 76 or 77. The application for leave must be accompanied by an affidavit setting out the facts in support of the person’s application under that section.

Notice (2) The applicant must serve a copy of the application for leave on the Commissioner and any person against whom the order under section 75, 76 or 77, as the case may be, is sought.

Certification by Commissioner

83 (3) The Commissioner shall, within 48 hours after receiving a copy of an application for leave, certify to the Tribunal whether or not the matter in respect of which leave is sought

(a) is the subject of an inquiry by the Commissioner; or (b) was the subject of an inquiry that has been discontinued because of a settlement between the Commissioner and the person against whom the order under section 75, 76 or 77, as the case may be, is sought.

Application discontinued (4) The Tribunal shall not consider an application for leave respecting a matter described in paragraph (3)(a) or (b) or a matter that is the subject of an application already submitted to the Tribunal by the Commissioner under section 75, 76 or 77.

Notice by Tribunal (5) The Tribunal shall as soon as practicable after receiving the Commissioner’s certification under subsection (3) notify the applicant and any person against whom the order is sought as to whether it can hear the application for leave.

Representations (6) A person served with an application for leave may, within 15 days after receiving notice under subsection (5), make representations in writing to the Tribunal and shall serve a copy of the representations on any other person referred to in subsection (2).

Granting leave to make application under section 75 or 77 (7) The Tribunal may grant leave to make an application under section 75 or 77 if it has reason to believe that the applicant is directly and substantially affected in the applicants' business by any practice referred to in one of those sections that could be subject to an order under that section.

Granting leave to make application under section 76 (7.1) The Tribunal may grant leave to make an application under section 76 if it has reason to believe that the applicant is directly affected by any conduct referred to in that section that could be subject to an order under that section.

Time and conditions for making application (8) The Tribunal may set the time within which and the conditions subject to which an application under section 75, 76 or 77 must be made. The application must be made no more than one year after the practice or conduct that is the subject of the application has ceased.

Decision

84 (9) The Tribunal must give written reasons for its decision to grant or refuse leave and send copies to the applicant, the Commissioner and any other person referred to in subsection (2).

Limitation (10) The Commissioner may not make an application for an order under section 75, 76, 77 or 79 on the basis of the same or substantially the same facts as are alleged in a matter for which the Tribunal has granted leave under subsection (7) or (7.1), if the person granted leave has already applied to the Tribunal under section 75, 76 or 77.

Inferences (11) In considering an application for leave, the Tribunal may not draw any inference from the fact that the Commissioner has or has not taken any action in respect of the matter raised by it.

Inquiry by Commissioner (12) If the Commissioner has certified under subsection (3) that a matter in respect of which leave was sought by a person is under inquiry and the Commissioner subsequently discontinues the inquiry other than by way of settlement, the Commissioner shall, as soon as practicable, notify that person that the inquiry is discontinued.

Interim order 104. (1) If an application has been made for an order under this Part, other than an interim order under section 100 or 103.3, the Tribunal, on application by the Commissioner or a person who has made an application under section 75, 76 or 77, may issue any interim order that it considers appropriate, having regard to the principles ordinarily considered by superior courts when granting interlocutory or injunctive relief.

Terms of interim order (2) An interim order issued under subsection (1) shall be on such terms, and shall have effect for such period of time, as the Tribunal considers necessary and sufficient to meet the circumstances of the case.

IN THE MATTER OF the Competition Act, R.S.C. 1985, c. C-34 (the “Act”);

AND IN Entertainment Inc. for an order pursuant to section 103.1 of the Act granting leave to bring an application under sections 75, 76, and 77 of the Act;

AND IN Entertainment Inc. for an order pursuant to sections 75, 76, and 77 of the Act;

AND IN THE MATTER OF an application by Stargrove Entertainment Inc. for an order pursuant to section 104 of the Act;

BETWEEN: STARGROVE ENTERTAINMENT INC. Applicant - and -

UNIVERSAL MUSIC PUBLISHING GROUP CANADA, UNIVERSAL MUSIC CANADA INC., SONY/ATV MUSIC PUBLISHING CANADA CO., SONY MUSIC ENTERTAINMENT CANADA INC., ABKCO MUSIC & RECORDS, INC., CASABLANCA MEDIA PUBLISHING, and CANADIAN MUSICAL REPRODUCTION RIGHTS AGENCY LTD.

MEMORANDUM OF FACT AND LAW OF THE APPLICANT (Application for Leave Pursuant to Section 103.1 of the

WEIRFOULDS LLP Barristers & Solicitors 4100 - 66 Wellington Street West P.O. Box 35, Toronto-Dominion Centre Toronto, ON M5K 1B7 Nikiforos Iatrou Scott McGrath Bronwyn Roe Tel: 416-365-1110 Fax: 416-365-1876

niatrou@weirfoulds.com smcgrath@weirfoulds.com broe@weirfoulds.com Lawyers for the Applicant 8210841.13

85 File No. CT-2015-COMPETITION TRIBUNAL

THE MATTER OF an application by Stargrove

THE MATTER OF an application by Stargrove

Respondents Competition Act)

DIMOCK STRATTON LLP 20 Queen Street West, 32nd Floor Toronto, ON M5H 3R3 Sangeetha Punniyamoorthy Thomas Kurys Tel: 416-971-7202 Fax: 416-971-6638 spunniyamoorthy@dimock.com tkurys@dimock.com

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