Documentation

File No.: CT- 2008-006 COMPETITION TRIBUNAL IN THE MATTER OF the Competition Act, R.S.C. 1985, c. C-34, as amended; IN THE MATTER OF an application by the Canadian Standard Travel Agent Registry, doing business as CSTA R, for an order pursuant to section 103 .1 granting leave to make application under section 75 of the Competition Act;

AND IN THE MATTER OF an application by the Canadian Standard Travel Agent Registry, doing business as CSTA R for an interim order pursuant to section 104 of the Competition Act.

BETWEEN: CANADIAN STANDARD TRAVEL AGENT REGISTRY doing business as CSTA R

Applicant and INTERNATIONAL AIR TRANSPORT ASSOCIATION doing business as IATA

Respondent AFFIDAVIT OF ERYN MCGLYNN (sworn October 21, 2009)

I, Eryn McGlynn, of the Town ofNewcastle, in the Regional Municipality of Durham, MAKE OATH AND SAY:

1. I am a legal assistant with McMillan LLP, lawyers for the Respondent in the within application and, as such, have knowledge of the matters to which I depose herein. Where I do not have personal knowledge, I state the source of my information and believe it to be true.

2. A letter dated August 14, 2008, sent by McMillan LLP to Mr. Bruce Bishins, president and director of Canadian Standard Travel Agent Registry ("CSTAR"), regarding CSTAR's

MBDOCS_4 557535.1

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payment of the costs award made on July 10, 2008, by Justice Simpson (the "Award") is attached as Exhibit "A" to my affidavit.

3. An email dated August 15, 2008, from Mr. Bishins to McMillan LLP attaching a copy of the current balance of CSTAR's Royal Bank and Pay Pal account is attached as Exhibit "B" to my affidavit.

4. A letter dated August 15, 2008, from Mr. Bishins to the Ministry of Finance, BC Registry Services advising that he has resigned as a director from CSTA R and that CSTA R is insolvent and has ceased all operations is attached as Exhibit "C" to my affidavit.

5. A letter dated September 8, 2008, from McMillan LLP to Mr. Bishins regarding the financial capacity of CSTA R to satisfy Award attached as Exhibit "D" to my affidavit.

6. A letter dated September 24, 2008, from McMillan LLP to Mr. Bishins regarding Mr. Bishins' new role as president of ARTA Canada Inc. ("ARTA") is attached as Exhibit "E" to my affidavit.

7. An email exchange on September 24, 2008, between McMillan LLP and Mr. Bishins regarding Mr. Bishins' new role as president of ARTA is attached as Exhibit "F" to my affidavit.

8. A corporate search of CSTA R done on October 2, 2009, showing that Mr. Bishins is still a director of CSTA R is attached as Exhibit "G" to my affidavit.

9. A letter dated October 7, 2009 serving a direction to attend on Mr. Bishins to attend an examination in aid of execution as a representative of CSTA R is attached as Exhibit "H" to my affidavit.

10. An email dated October 7, 2009, from Mr. Bishins' to McMillan LLP claiming that Mr. Bishins is not a representative of CSTA R is attached as Exhibit "I" to my affidavit.

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SWORN BEFORE ME at the City of Toronto, on October 21, 2009.

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TABA

This is Exhibit "A" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

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mcm1llan Reply Attention of D. Martin Low, Q.C. Direct Line 416.865.7100 Direct Fax 647.722.6743 Internet Address martin.low@mcmillan.ca Our File No. 0090211 Date August 14, 2008 PERSONAL SERVICE Privileged and Confidential Mr. Bruce Bishins 61 Hayden Street Toronto, ON M4Y 3B2

Dear Mr. Bishins: Re: Canadian Standard Travel Agent Registry v. International Air Travel Association

On Augnst 1, 2008, you left a message with my assistant indicating that CSTA R was being wound up and you were resigning as president. Your former counsel has finally informed me that they are no longer representing CSTA R or you personally and I am therefore communicating directly with you.

Your message did not refer to the costs order dated July 10, 2008 of Justice Simpson. I infer from your message that CSTAR will seek to avoid its obligations under that order and will not pay the $15,000 to IATA as required. Please advise me immediately ifthat assumption is incorrect.

A corporate search conducted Augnst 13, 2008, shows that CS TAR has not been wound up and that you are still a director of CSTA R.

Pursuant to section 268 of the BC Company Act (which applies to CSTAR pursuant to section 71 of the BC Society Act) the majority of the directors of CSTA R are obliged to swear an affidavit that they are of the opinion that CSTA R will be able to pay its debts in full within the period not exceeding 12 months from the commencement of the winding up. The affidavit must be made 5 weeks immediately preceding the date of the corporate resolution for the winding up of CSTA R. Every director of CSTA R commits an offence who makes an affidavit under this section without having reasonable grounds for the opinion that CSTA R will be able to pay its debts in full within the period specified in the affidavit.

McMillan LLP I Brookfield Place, 181 Bay Street Suite 4400, Toronto, Ontario, Canada MSJ 2T3 Lawyers I Avocats I Calgary I Toronto I Montreal I t.416.865.7000 I f 416.865.7048 I mcmillan.ca MBDOCS_4 051061.1

mcm1llan August 14, 2008 Page2 IATA is not foregoing its right to the $15,000 award of costs. Please send us the affidavit from CSTA R's directors that was sworn pursuant to section 268 of the BC Company Act and make arrangements with us to pay the $15,000 by August 20, 2008. Please be advised that we intend to take all available measures to compel payment. We also reserve our rights to commence legal action against you personally and in your capacity as director ofCSTAR if this matter is not resolved amicably.

Yours truly, Original Signed by Jonathan Hood D. Martin Low /at Copy to: J. Hood, McMillan LLP

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TABB

This is Exhibit "B" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

A

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From: Bruce Bishins - Helen Thompson Travel [mailto:bruce@httrips.com] Sent: Friday, August 15, 2008 11: 10 AM To: Jonathan Hood Subject: CSTAR Bank Accounts

Hello Jonathan: Further to our discussion, and pending the receipt of the physical paper bank statement, I am appending below a copy of the current statements from both RBC and PayPal (used for on line payments).

Both accounts are at a zero balance. The accounts have been closed. CSTA R has no other bank accounts or any other monetary or other assets in any other financial institution.

Please note that CSTAR's web site and our e-mail accounts have also been terminated. You may use bruce@httrips.com to contact me.

Thank you. Best regards, Bruce

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TABC

This is Exhibit "C" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

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Ministry of Finance BC Registry Services POB 9431 StnProvGvt Victoria, BC V8W9V3 15 August 2008 Regarding BC Society S-38464 Canadian Standard Travel Agent Registry

Dear Registrar: This is to advise that the Canadian Standard Travel Agent Registry (CS TAR) is insolvent and has ceased all operations.

Effective immediately: I. CSTA R has ceased doing business. 2. CSTA R has closed its office in Vancouver, British Columbia. 3. CSTAR has closed its office in Toronto, Ontario. 4. All CSTA R directors have resigned:

- Bishins, Bruce - Miller, David - Parry, Mary - Shaw, David

5. CSTAR has no assets of any kind. 6. CSTA R does not have any tax, government, or salary liabilities. 7. CSTA R does have trade liabilities which it will not be able to pay. 8. CSTA R has closed its bank accounts with zero balances. 9. All CSTA R members have been notified.

We understand that CSTA R cannot file for voluntary dissolution due to the outstanding trade liabilities it has. This notwithstanding, CSTA R wishes to advise you of its defunct status and requests that it be struck from the BC Registry in accordance with prevailing regulations. CSTAR will not file any further Annual Reports (Form 11).

Thank you for your attention to this matter. Respectfully yours,

Bruce Bishins Former Director

TABD

This is Exhibit "D" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

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mcm1llan Reply Attentio1t of D. Martin Low, Q.C. Direct Line 416.865. 7100 Direct Fax 647.722.6743 Internet Address martin.low@mcmil/a11.ca Our File No. 00902II Date September 8, 2008 VIA COURIER Privileged and Confidential Mr. Bruce Bishins 61 Hayden Street Toronto, ON M4Y 3B2

Dear Mr. Bishins: Re: Canadian Standard Travel Agent Registry v. International Air Travel Association

Further to your conversation with my colleague, Jonathan Hood, on August 15, 2008, this is to advise that IATA does not wish to pursue your offer to provide services to IAT A. We have reviewed the information you have provided with regard to the financial capacity of CSTA R, and it would appear that you and CSTA R will not take steps to

satisfy the judgment debt against CSTA R, pursuant to the Order of Justice Simpson of July 10, 2008.

You will appreciate that our client has been compelled to incur significant expenses on at least four occasions as a result of actions taken by CSTA R under your direction

and control. None of these instances have had a shred of factual or legal merit, but you and CSTA R have evaded any responsibility for the costs that were necessarily incurred as a result of your action under the corporate veil of CSTA R. In those circwnstances, it will come as no surprise to you to know that in the event that any future proceedings are initiated against our client by you or any entity of which you are an officer, director or managerial employee, we will be seeking an order against you and that entity for security for costs.

Yours truly,

McMillan: 11• Brookt1eld Pince, lBl 11<iy Sireet. Sultl.: 4400. roronro. Ont,.,1110. C,1nl'lt:L' tvl Toronto Montreal H.-1rr:<:l<"r<, '" \d:u!.-'!\ t 416.865.7000

D. Martin Low 1 i_1 ii-~ f 41(1.865 7048 \-'/',\''N.11111'·1111.;1,. ·

TABB

This is Exhibit "E" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

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mcm1llan BY COURIER Mr. Bruce Bishins ARTA Canada Inc. 2 Carlton Street Suite 1000 Toronto, ON M5B 1J3

Dear Mr. Bishins: Re: Canadian Standard Travel Agent Registry v. International Air Travel Association

I refer to our letter to you dated September 8, 2008, regarding the costs order against the Canadian Standard Travel Agent Registry ("CSTA R"), which CSTA R failed to pay. It has now come to our attention that you have become president and CEO of ARTA Canada Inc. ("ARTA").

ARTA appears to us to be another incarnation of CS TAR, based on the press release announcing the launch of ARTA. CSTA R was a non-profit travel agency association and ARTA is also a non-profit travel agency association, with similar objectives, as we believe is evident from the new entity's "Mission Statement". Furthermore one of ARTA 's board members and one of its officers, David Miller and you were also board members of CSTA R. We consider that your presidency of ARTA is no more than a paper difference from your presidency of CSTA R.

The rest of the ARTA board is comprised of individuals from travel agencies that we understand were also members of CSTA R. We also understand that any former CSTA R member is being given free membership in ARTA. Based on the foregoing, we intend to treat ARTA as a continuation of CSTA R, for the purposes of our letter of September 8, 2008.

You will therefore not be surprised to learn that in the event that any future proceedings are initiated against our client by you or ARTA, we expect to receive instructions to seek an order against you and ARTA for security for costs.

Yours truly, D. Martin Low /cgt

Copy to: J. Hood, McMillan LLP

. 'i;.:·:· .·

Reply Attentio" of D. Martin Low, Q.C Direct Li11e 416.865. 7100 Internet Address martin.low@.mcmilla1r.ca o,,, File No. 009021 I Date September 24, 2008

TABF

This is Exhibit "F" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

A Com

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Jonathan Hood From: Martin Low Sent: Thursday, September 25, 2008 7:37 PM To: 'Bruce Bishins -ARTA Canada' Cc: Jonathan Hood Subject: RE: Letter of 24 September Mr. Bishins We can certainly disagree about many things, but we will see what a Court thinks, if the time ever comes. Regards,

D. Martin Low Q.C. McMillan LLP Brookfield Place, Suite 4400

Bay Wellington Tower, 181 Bay Street Toronto Ontario M5J 2T3 Tel. 1 (416) 865 7100 Fax 1 (416) 865 7048 martin.low@mcmbm.com

This message and any attachment are privileged and confidential. If you are not the intended recipient, please call or email the sender and delete the message and any attachment from

your system. If you are not the intended recipient, you may not read or copy the message or any attachment, or disclose the contents thereof to any other person.

-----Original Message-----From: Bruce Bishins - ARTA Canada [mailto:bbishins@artacanada.ca] Sent: Thursday, September 25, 2008 7:33 PM To: Martin Low Cc: Jonathan Hood

Subject: Letter of 24 September

** WITHOUT PREJUDICE ** Dear Mr. Low: I acknowledge receipt of your letter dated 24 September 2008 received today. I wish to comment on some of the allegations which you make so that the record can be set straight.

1. ARTA Canada is in no way "another incarnation" of CSTAR. The two organizations are in no way connected, nor were/are their respective legal forms similar.

2. As we have never provided any details to anyone as to who was and who was not a former CSTAR member, your assertion that the ARTA Canada board is comprised of former CSTAR members is without foundation.

3. You are correct that former CSTAR member agencies are given a free membership in ARTA Canada. However, this is not a promotion or benefit solely for former CSTAR member travel agencies. As you can see from the ARTA Canada web site, the free membership promotion is also

offered to members of AQCV, ACTA, CCTA, the Travel Alliance or any other Canadian-based

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travel agency association. There is no benefit of any kind at ARTA Canada which accrues solely to former members of CSTAR.

You may treat ARTA Canada as you see fit. However, I wanted to be sure that it is clear that ARTA Canada has no relationship now or ever had any relationship with the former CSTAR.

Thank you. Sincerely yours, Bruce Bishins, CTC President and CEO ARTA Canada Inc.

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TABG

This is Exhibit "G" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

issioner for Taking Affidavits etc.

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As Of: BC OnLine: COMPANIES - CORPORATE SEARCH 09/10/02 Lterrrt} XWSAJ'l031 For: PS27345. BULL, HOUSSER & TUPPER LLP (VANCOU13 :31: 54 Type/Nurriber S 0038464 S.OCIETY Name: CAl'fADIAN 'STANDARD TRAVEL AGENT REGISTRY Incorporation No: R -0038.'164 In.co·rporation Date.: 15 JUN., 1998 Last Annual Report Date: 30 APR. 1 2007 4 In Liq: NO Receiver.: NO Reporting: NO **--:*·"*'**·*·** *·** *·* ** *'** REs'.ToRATION *"* ·* **·* ***'* **:*.* ** Dissolved: 12 SEP., 2003 Restored: 11 MAY, 2004 Registel'.'ed Office: 1502 ll.66 ALBERNI ST VANCOuVER BC . V6E 3Z3 Records Office:

Director Name: BRUCE BISHINS 'Addl'.'e.ss' ll02-B WELLESLEY ST E TORONTO ON M4'Y 3B2

Dire.<:tor Name: DAVID MILLER Address: 3402-6900 DECARIE BLVD MONTREAL QC . H3X 2TB

Di:rect_or ;Name: ~Y .L PARRY 1>.ddress: 342 WALMER RD TORONTO ON MSR 2Y4

Dil::ector Name: DAVI.D SHAW Address: .10 PETER ST ORILLIA ON L3V .SA9

TABH

This is Exhibit "H" referred to in the Affidavit of ERYN MCGLYNN, sworn before me this 21st day of October 2009.

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mcm1llan COURIER & EMAIL Bruce Bishins 2 Carlton Street Suite 1000 Toronto, Ontario MSB 1J3 Canada

Dear Mr. Bishins: Re: Canadian Standard Travel Agent Registry v. International Air Transport Association, Court File No. CT-2008-006

Our client has instructed us to conduct an examination in aid of execution of Canadian Standard Travel Agent Registry ("CSTA R") in this matter. Attached is Direction to Attend as a representative of CSTA R and produce for inspection certain documents at an examination in aid of execution scheduled for October 27, 2009 at 10:00 am which is served on you pursuant to the Federal Court Rules.

"jn"':'llM ~ Jonathan Hood /em

MrMill.::-1n 1t P ! Brookfi£:1\d Place, 1B l Bay Street. Suite 4400. Toronto. Ontario, Canada MSJ 2T3 Lawyers i Avocats \ Cc1\gary i Toronto 1 Montreal l t.416.865.7000 I f 416.865.7048 \ mcmillan.ca MBDOCS_4544008.1

Reply Attention of Jonathan Hood Direct Line 416.865.7255 Internet Address jonathan.hood@mcmillan.ca Our File No. 90211 Date October 7, 2009

Court File No. CT-2008-006 Reference: Canadian Standard Travel Agent Registry v. International Air Transport Association, 2008 Comp. Trib. 17 File No.: CT-2008-006 Registry Document: No.: 0051

IN THE MATTER of the Competition Act, R.S.C, 1985, c. C-34, as amended; AND IN THE MATTER of an Application by the Canadian Standard Travel Agent Registry doing business as CST AR for an Order pursuant to section 103 .1 granting leave to make an Application under section 75 of the Competition Act;

AND IN THE MAT IER of an Application by the Canadian Standard Travel registry doing business as CS TAR, for an Interim Order pursuant to section 104 of the Competition Act.

BETWEEN: Canadian Standard Travel Agent Registry doing business as CSTA R (applicant)

and International Air Transport Association doing business as IATA (respondent)

DIRECTION TO ATTEND TO: Bruce Bishins as representative of Canadian Standard Travel Agent Registry doing business as CSTA R (the "Applicant")

YOU ARE REQUIRED TO ATTEND AN EXAMINATIONfor discovery in aid of execution against the Applicant as the Applicant's representative on October 27, 2009, at 10:00, at the office of Victory Verbatim Reporting Services, 222 Bay Street, Toronto, Ontario, MSK 1H6.

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- 2 -YOU ARE ALSO REQUIRED TO BRING WITH YOU and produce at the examination the following documents and things:

Any and all of the Applicant's: bank account passbooks, records and statements for the last seven (7) years; books of account; bills of exchange; share certificates owned by the Applicant; Income Tax Returns including supporting documentation filed in the last seven (7) years; documents indicating any indebtedness to the Applicant and by the Applicant to others whatsoever and including documents relating to the Applicant's financial position, ownership of property, interest in any partnership, and the disposal of the said property or interest prior to or subsequent to the judgment made against the Applicant.

TRAVEL EXPENSES for 1 day of attendance is served with this direction, calculated in accordance with Tariff A of the Federal Courts Rules as follows:

Attendance allowance of$ 20 daily $ 20 Transportation allowance Overnight accommodations and meal allowance

TOTAL $20 If further attendance is required, you will be entitled to additional money. THE EXAMINATION WILL BE CONDUCTED IN English. If you prefer to be examined in the other official language, an interpreter may be required and you must immediately advise the solicitor for the party conducting the examination.

IF YOU FAIL TO ATTEND OR REMAIN UNTIL THE END OF THIS EXAMINATION, YOU MAY BE COMPELLED TO ATTEND AT YOUR OWN EXPENSE AND YOU MAY BE FOUND IN CONTEMPT OF COURT.

INQUffiIES CONCERNING THIS DIRECTION may be directed to Jonathan Hood at (416) 865-7255

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-3-October 7, 2009 McMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, Ontario M5J 2T3

Jonathan Hood Tel: (416) 865-7255 Fax: (416) 865-7048

Lawyers for the Respondent

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Court File No. CT-2008-006 BETWEEN: Canadian Standard Travel Agent Registry doing business as CSTA R (applicant)

- and-International Air Transport Association doing business as IA TA (respondent)

DIRECTION TO ATTEND McMILLAN LLP Brookfield Place 181 Bay Street, Suite 4400 Toronto, Ontario M5J2T3

Jonathan Hood Tel: ( 416) 865-7255 Fax: (416) 865-7048

Lawyers for the Respondent

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Royal Bank of Canada 234079 MAIN BRANCH McMILLAN LLP No. ROYAL BANK PLAZA TORONTO, ONTARIO M5J 2J7 DATI! 10/06/09 PAY **EXACTLY********20* DOLLARS AND 20. 001 TO THE Bruce Bishins OIU>ERoP