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jianadaren111 karma

To piggy-back on the cost of education question: why does OSAP not provide for the full cost of education? If a student needs $20,000 to study then surely a $20,000 loan makes more sense then OSAP's current strategy of offering a $4,000 bursary and an $8,000 loan.

Any plans to increase the available loans in the Ontario portion of student assistance?

jianadaren19 karma

Here's the court decision - it's in French though

Edit: Google translate English version

Toth v. Morenstein 2011 QCCS 4220     SUPERIOR COURT   CANADA PROVINCE OF QUEBEC DISTRICT MONTREAL   No.: 500-11-041179-116       DATE: August 22, 2011


  IN THE CHAIR: THE HONOURABLE CHANTAL CORRIVEAU J.C.S.


    STERLING TOTH applicant c. HARLEY Morenstein and DARREN Morenstein and HEATHER Morenstein defendants and NEXTTIME PRODUCTIONS LTD. Questioned  


  JUDGMENT


  [1] The Court has before it a request for a safeguard order under sections 241 and 242 (4) Corporations Act Corporations Act [1] ("CBCA") submitted by the applicant, Sterling Toth (hereinafter "Sterling") against defendants Harley, Darren and Heather Morenstein (hereinafter "Harley, Darren and Heather") regarding the questioning, Nexttime Productions Ltd. (hereinafter "Nexttime").

[2] This story begins in the summer of 2010 when two young men, namely Sterling and Harley, both unemployed, create a funny video. The idea is to film the preparation of an unusual dish. They named their concept and create a logo as the EpicMealTime. The video is posted on YouTube in November 2010 and immediately a huge and instant success. A website is created.

[3] In the following months, the success surprises. They conclude an agreement for collaboration with Youtube every week. They develop products in the form of T-shirts they sell across Canada and the United States. They operate without a net until 21 February 2011 when they incorporate the company Nexttime under the CBCA. According to the act of incorporation, the founders and directors are Harley and Sterling.

[4] It is interesting to note that since the beginning of this adventure, the two protagonists do not get any salary and continue to accumulate income in a bank account. These accumulated income would currently over $ 300,000.

[5] As of winter 2011, especially following publication of a Harley and Sterling on the Today Show with Jay Leno on American television, is termed successful viral. That's when Harley suggests Sterling, who agrees to involve his brother Darren.

[6] Darren gives a helping hand to the company gradually assuming more and more responsibility in the daily management of operations.

[7] Harley, meanwhile, handles the creative content. He wrote the lyrics, finds ideas "menu" and acts as the main actor clips and videos.

[8] Sterling handles the camera and uses his knowledge in information technology to mount the clips where it adds an attractive graphical content.

[9] noted that the mother of Harley and Darren is also a defendant, this is Heather Morenstein, pursued as a defendant in this case that seems to have no particular role to play. It has also no affidavit. Sterling, in this procedure, assigns the role of keeper of books (bookkeeper). Heather helped the company's activities in bustling from his home to shipments of T-shirts ordered with different logos and images of EpicMealTime. It is neither a director nor a shareholder of the company.

 

[10] In the result of a meeting held in Ottawa April 21, 2011, Sterling agrees to recognize when Darren status which owns 20%. However, it refuses to recognize a right to proportional representation. Sterling, Darren is a "equitly partner."

[11] Sterling wants to continue to control 50% of the votes of Nexttime Harley. Darren became soon after, one of the authorized signatories of checks from the company.

[12] For their part in proceedings that concern us, Harley and Darren allege that an agreement was reached between the three stooges in April 2011 making Darren a 20% shareholder, but in itself. The affidavit of Darren says that as soon as the agreement made, Sterling changed his mind to clarify that Darren did not want to have the right to vote. There is a verbal agreement.

[13] It is also interesting to note that in this case, no action has been issued to any shareholder either at the beginning or along the way.

[14] In spring 2011, the climate deteriorates between the three individuals to the point where 30 June 2011, Harley and Darren issue a request oppression under section 241 of the CBCA against Sterling. The action is set in the Ontario courts. Note that all parties, as well as the company, resident in Quebec, only Darren lives in Ottawa.

[15] The proceedings allege an impasse, since according to the allegations, Sterling no longer accomplishes his performance at the expense of the company.

[16] In the Ontario query, Darren and Harley are asking the court to prevent Sterling taking any action whatsoever to represent the company or incur any expense whatsoever.

[17] At the present, the Ontario case has made ​​no progress. The first session of the Court is scheduled for August 30th. The defendants did not challenge the jurisdiction of this Court on the grounds of the procedures which were initiated in Ontario.

[18] During the summer of 2011, Sterling retired from business activities to avoid conflict or confrontation. However, on August 10, 2011, Sterling began his own oppression proceedings before this Court where he claims:

a) An order requiring the defendants to obtain approval before purchasing any contract;

b) An order requiring the defendants to obtain approval before engaging any payment;

c) Provisions for costs in Ontario record $ 7,500 to procure the resources to challenge and $ 25,000 to carry forward the Quebec action;

[19] dispute in the proceedings before this Tribunal business, Harley and Darren subscribed detailed affidavits in which they take most of their documented procedures position in Ontario.

jianadaren16 karma

The plot focuses on the business of the agencies as well as the personal lives of the characters, regularly depicting the changing moods and social mores of the United States across the 1960s, starting Season 1 in March 1960 and moving through 1969 by Season 7.

Not in this show - the show actually moves faster than the kids.

jianadaren16 karma

you need the strengths of both market efficiency and smart regulation.

I don't think that's the dichotomy: it's not markets vs regulation (good regulation such as enforcement of property and contract rights is an integral part of free markets)

The dichotomy is market economy (every actor makes their own decisions on what to buy/sell: e.g. "I'm probably the best-qualified at determining where I should live, thankyouverymuch" or "I'll produce whatever I want") vs command economy (organizations make decisions for other people: e.g. "the state is going to choose how much military you're getting" or "the state is going to force you to make your cars with these standards")

Free markets are the best way to allocate resources in many industries, but command markets or mixed approaches work in others.

jianadaren14 karma

REMEDIES

[49] Sterling, in its application for a safeguard order, wants to be kept informed of any contract that would be signed by the company before such an agreement is incurred.

[50] At the hearing, counsel for Sterling pointed out that his client did not wish to interfere in the daily management of the company, but to protect its assets, ensuring that major contracts that have the effect of depleting or debt the company can substantially reduce the value of the enterprise.

[51] Counsel for Sterling presented an email from Harley [7] dated 31 May 2011, where the latter, an extremely aggressive tone, threatens to put the key in the door since the company, and that he is it may very well overnight, abandon Nexttime and EpicMealTime concept and begin again the development of such products in Canada or the United States, given its reputation.

[52] Counsel for Sterling, this situation is untenable. We do not want to deal with contracts that could significantly deplete the company on the one hand and on the other hand, see it checks paid to members of the family Morenstein reimbursement expense accounts redacted. They use their own credit card for expenses of the company.

[53] It is important for the Court to review the status of Sterling to try to establish a status quo by buying its shares.

[54] Harley and Darren plan to hire a book keeper, Mr. Fox, who is a chartered accountant to draw up lists of accounting, which has not been done in this company and deliver details of these financial information ten days after the end of each month, and that, throughout the duration of this proceeding.

[55] In this case, it is certain that the company, if it is to continue its operations, will do under the aegis of Harley, probably assisted by his brother Darren, as Sterling agrees to withdraw. However, it wants to protect the value of its assets.

[56] For the Court, it is therefore a mechanism to control the height of the powers of Sterling who remains a director and shareholder, but cripple the development and operation of this business.

[57] It would of course be to the advantage of Sterling not to paralyze the operations of this company so that it continues to thrive. Thus, its shares may be worth more in this context.

[58] Furthermore, if one were to let things progress as suggested by Harley and Darren, the effect might result to put the company on a silver platter to them allowing them to reduce the value to buy Sterling cheaply.

[59] Of course, remain to take the issue of the timing of the valuation of shares of Sterling to determine the redemption price. This issue is not before this Court and will be determined in the future.

[60] In these contexts, it seems that in order to safeguard, the Court should order Nexttime, Harley and Darren Sterling to promptly any decision to conduct business through a monthly report. Also, any decision outside the ordinary course of business must be pre-authorized with the participation of Sterling.

[61] The payment of all checks to be made at regular suppliers of the company will be a communication in Sterling, and ten days at the end of the month.

[62] However, no refund check is to a member of the family Morenstein can be made without the signature of Sterling, which shall not be unreasonably withholding less precise dispute over expenditure so incurred in the account for which reimbursement is claimed.

ALLOWANCES FOR EXPENSES

[63] Sterling seeking interim costs in defending Ontario procedures totaling $ 7,500 and $ 25,000 to carry forward the Quebec proceedings.

[64] The Court finds that it does not qualify the expenditure provision for costs, but the judge in contentious situations that part of Quebec procedures.

[65] In this regard, the criteria for advance costs are listed in the Engel General Developers Ltd. c. . Loyaltec Inc. [8]:

[16] As this Court noted in its judgment Pirel Management Ltd. c. Michel Chouinard et al [9], the conditions for the grant of such interim costs are:

1) the applicant has financial difficulties;

2) its financial difficulties are related to alleged acts of oppression of the respondents;

3) the applicant has made a strong prima facie case.

[17] Here, the trial judge concluded that the fact of having been excluded from the project has caused great financial hardship Loyaltec.

[18] She also believes that these financial difficulties are related to the actions of Engel. Finally, she concluded, in light of the evidence that Loyaltec demonstrated prima facie his right.

[19] The trial judge did not commit a reviewable error by granting Loyaltec advance costs of $ 80,000 while the costs occasioned by the use was more than $ 60,000 at the stage of backup.