AI
Saturday, December 27, 2008 12:02:09 PM
I think it is useful to try to put some perspective on what has occurred between biocog and Bruno/gib. Here is a rough translation of a court document when Bruno and Gib were seeking dissolution of biocog last year (along with a personl thanks for the hard work of one of our favorite posters, pwag). One might get a glimpse on why Caroni never bothers to show up in court. Enjoy!
Edited English Version - this took some time Yowza (very end not yet completed)
REQUEST FOR SEQUESTRATION AND LIQUIDATION Of A COMPANY (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following the law on liquidation of companies, L.R.Q. CH L-4)
At the ONE OF the HONOURABLE JUDGES OF the HIGHER COURT SITTING IN AND FOR the DISTRICT OF MONTREAL, IN COMMERCIAL COURT, the APPLICANTS EXPOSE RESPECTFULLY WHAT FOLLOWS:
1. Context
1. The plaintiffs, Bruno Farbos and Egberto Medeiros, cofounders, shareholders and previous directors of the case at hand, Bio-Cogni Safe Technologies (BCS) Inc, lost complete confidence in defendant David Caroni to direct the current and future activities of BCS and consider that the de facto situation, created or caused by the latest actions, generated a dead end paralyzing the activities of the case at hand and activated in favor of his liquidation;
2. The plaintiffs Bruno Farbos and Egberto de Medeiros have successively vacated the position of director and employee of the case, leaving defendant David Caroni alone to direct, which is not likely to reassure the plaintiffs as participating shareholders in BCS if one trusts the actions committed by defendant David Caroni during past months;
3. In such a context, the plaintiffs consider that it is, consequently, just and equitable that this Honorable Court pronounce the liquidation of BCS judicially and this, in particular for the three (3) following reasons:
a) BCS finds itself in deadlock;
b) The plaintiffs completely and irreparably lost confidence in defendant David Caroni for the management of BCS;
c) BCS risks not having commercial activity in the near term with continued actions of defendant David Caroni.
2. Bio-Cogni Safe Technologies (BCS) Inc (hereafter indicated ((BCS")
4. BCS is a corporation legally created under the terms of Part 1A of the Law on the Companies, L.R.Q., ch C-38, the whole such as it Appert of the Registers of the inspector for financial institutions (System CIDREQ), whose extract is produced with the support of present like P-1 part;
5. BCS was incorporated on June 18, 2004 by plaintiffs Egberto de Medeiros (hereafter designated “Mr. de Medeiros"), Bruno Farbos (hereafter designated “Mr. Farbos") and defendant David Caroni (hereafter designated “Mr. Caroni") with the objective of developing and marketing a new product being used for detection of somnolence (indicated hereafter “S.O.S");
6. At the time of its establishment, the three founders held a 100% share of BCS and thus agreed to distribute these actions of category A at the time of starting, in the following proportions:
a) Mr. Caroni: 50,01 %;
b) Mr. Farbos: 32,5 %;
c) Mr. de Medeiros 17,49%;
7. This share distribution took into account the financial commitments of Mr Caroni and of Medeiros and for Mr. Farbos his personal capital contribution with the project, namely:
a) Mr. Caroni: 99 010,00 $;
b) Mr. de Medeiros: 20 990,00 $;
c) Mr. Farbos: Knowledge and theoretical basis of SDS invention
8. The three shareholders did not conclude from convention between shareholders, but nevertheless concluded a Pact from associates, which was to be useful for starting of the BCS company and to be revised in due course, whose copy is produced with the support of present under the P-2 reference;
9. Since starting operations, BCS will have twice called upon financing by way of capital of risks, which will cause to add a certain number of minority shareholders, indicted, who will hold overall after dilution of the founding shareholders 4,24% of the emitted actions and in circulation, the whole such as it Appert of the list of the shareholders produced with the support of present under the P-3 reference;
10. Of this list of minority shareholders, a merit of detailed attention, Mr. François Soumis (hereafter designated ((Mr. Soumis"), insofar as a Convention of financing were concluded and that it became, as from the end December 2005, an administrator of BCS although it is not occupied of the current administration, the whole such as it Appert of the documents produced with the support of present under the P-4 dimension;
11. The Board of directors of BCS, since December 2005, was made up of four (4) members, Mr. Farbos, Mr. de Medeiros, Mr. Caroni and Mr. Soumis;
12. BCS offers only one product, the SDS, which is not yet completely marketable insofar as additional experiments and tests are necessary to allow marketing;
13. BCS submitted an international patent application in 2004, which is the subject of analysis by the American office of Patents. This patent constitutes the principal credit of BCS and is at the base of the SDS;
14. BCS did not have, until September 5, 2007, its only single client, Transport Robert Inc, at which fifteen (15) prototypes were sold and installed and where tests would continue according to the last information obtained from the plaintiffs;
3. M. Bruno Farbos
15. The plaintiff Mr. Farbos was awarded a Doctorate from the University Rene Descartes in Paris, whose doctorate subject thesis related to the individual sensitivity to somnolence, from where he found interest for this field of research and studies.
16. At the beginning of 2001, Mr. Farbos began as a Research Associate within the Department of Mathematics and Industrial Engineering at the Polytechnic School from Montreal (indicated hereafter “Polytechnic") for the university chair of ergonomics, Professor M. Daniel lmbeau;
17. At the end of 2001, for reasons which are personal to him, Mr. Farbos began to research questions related to somnolence, which in particular enabled him to discover the interest expressed by the Department of American Transporation as for the design of an apparatus making it possible to validate the correlation established between the movement of the eyelids and the results obtained by way of an electroencephalogram to determine states of human somnolence;
18. With these same observations and research, Mr. Farbos invented a methodology allowing one to detect states of human somnolence;
19. As from January 2004, Mr. Farbos will have met Mr. de Medeiros within the framework of course in administration and will have gradually revealed the broad outline of his project;
20. It is via Mr. de Medeiros that Mr. Farbos will meet Mr. Caroni, with whom the project will be presented in June 2004;
21. The plaintiff My-Anh Wioland (hereafter “Mrs. Wioland") is the conjoint of Mr. Farbos and holds a block of actions accounting for 9% of the emitted actions and in circulation insofar as, for purely tax reasons, Mr. Farbos divided his block of initial actions of 32.5% before dilution which had been emitted to him on June 2004, and this, with the knowledge of all the parts;
22. The plaintiff Mrs. Wioland never took part in the activities of the company and thus has no personal knowledge of the facts stated in the present case, except for an event which has occurred on July 19, 2007;
23. The applicant Mr. Farbos is, following the division of his block of actions with Mrs. Wioland, today holder of 19,98% of the emitted actions and in circulation; Mr. de Medeiros.
4. M. de Medeiros
24. The applicant Mr. de Medeiros is graduate in Industrial Engineering and has a Doctorate in Cognitive Ergonomics from a French university. Mr. de Medeiros is in addition a holder of a diploma in business management, a field in which it produced certain formations in which the joint plaintiff Mr. Farbos took part;
25. It is within the framework of these courses that the applicants could meet and exchange on the project on which Mr. Farbos had worked for a few years;
26. The applicant Mr. de Medeiros is at the origin of the meeting between Mr. Farbos and Mr. Caroni, having introduced these people one with the other and having interested Mr. Caroni in the project on which Mr. Farbos had worked for a few years;
27. The applicant Mr. de Medeiros split with his wife, Mrs. Cristina Lopes de Medeiros (hereafter designated “Mrs. Lopes de Medeiros"), the block of actions which was emitted to him at the date of starting of the company in June 2004, 17.49% for strictly tax reasons, so that they are respectively holders of 7,49% of the actions emitted and in circulation after dilutions occurred;
28. The plaintiff Mrs. Lopes never took part in the activities of the company and thus has, of the fact even, no personal knowledge of the facts stated in the present request;
5. Mr. Caroni
29. The defendant Mr. Caroni is a businessman of French origin who was introduced Mr. Farbos at or around June 2004, which, over a single period of more than a few weeks, showed interest in the project developed by Mr. Farbos and decided to invest capital to create a company;
30. This investment was carried out by means of the Belgian company ABSYSTEM, whose director is Mr. Caroni, the whole such as it Appert of the document produced with the support of present under the P-5 dimension;
6. Objective loss of confidence in defendant M. Carnoi for the administration of BCS
6.1 Dismissal without cause of Mr. de Medeiros:
31. From autumn 2006, the plaintiff Mr. de Medeiros announces that, for reasons for personal and professional order, he wants to modify his functions in order to concentrate his efforts on the development of the businesses of BCS. He insists on the need for much increased wages hitherto allotted to him, in the absence of which he will not be able to continue his implication as an employee in the company;
32. After discussion with the administrators of BCS at the time it was agreed to modify the functions of Mr. de Medeiros like his wages and to require of this last which it henceforth works full-time for the company rather than part-time as it did it hitherto;
33. This decision came into effect as from January 2007, date on which its remuneration will be also modified to enable him to receive 120 000 $ annually, versus the 60 000 $ that he received until this date but this decision was never applied;
34. This additional remuneration was made possible thanks to a substantial reduction of the incomes of Mr. Farbos and Mr. Caroni;
35. In order to little close contemporary with this decision modifying the functions and remunerations of Mr. de Medeiros, this last will raise, following meetings with a joint stock company of risks, MSBI, important problems of internal control concerning the ways of making of Mr. Caroni in the management of the company, the whole such as it Appert of the documents produced with the support of present under the P-6 dimension;
36. Mr. de Medeiros insisted that a meeting with board of directors takes place as soon as possible for purposes to discuss these questions of internal control which appeared sufficiently important to him to have to be submitted to the Board of directors, it with what Mr. Caroni was opposed, the whole such as it Appert of the documents produced in bundle with the support of present under the P-7 dimension;
37. Mr. Caroni consequently regarded this step of Mr. de Medeiros as an attack on his leadership and an open dispute of this one, so that it undertook a witch hunt for purposes to discredit Mr. de Medeiros as well as the work he last achieved;
38. It is in this context that Mr. Caroni took the initiative to check, with very waiter Internet of BCS, the emails of Mr. de Medeiros for purposes to assemble a file making it possible to establish that the latter did not devote, contrary to the agreement occurred in February, all the efforts necessary to its new functions;
39. It is only after having assembled a part of this file that Mr. Caroni put at the fact Mr. Farbos his steps and having convinced the latter of the need of dismissing Mr. de Medeiros;
40. It is besides this same dossier which was presented on March 26, 2007 at the Board of directors of BCS, to which took part all the administrators, to obtain the dismissal of Mr. de Medeiros;
41. For purposes to add pressure on Mr. de Medeiros, the defendant Mr. Caroni had took the initiative to cross purely and simply the wages of this last from the very start February, thus repudiating with the agreement occurred, so that Mr. de Medeiros was in a dead end created of any part per Mr. Caroni for purposes to defend his leadership;
42. Plaintiffs Mr. Farbos and Mr. Soumis, in the light of information which was communicated to them by Mr. Caroni, supported this step against Mr. de Medeiros, believing sincerely whereas it was the only possible solution more especially as the wages allotted to Mr. de Medeiros had been made possible only by the sacrifice of the incomes of Mr. Farbos and that of Mr. Caroni;
43. Mr. Farbos however quickly changed idea as for the real intentions which could motivate Mr. Caroni at the time of the dismissal of Mr. de Medeiros as he learned, in the following months, which the real intention of Mr. Caroni was to purely and simply remove Mr. de Medeiros and to repurchase, for nothing, the actions held by this last in BCS, whereas he had worked for nearly three (3) years with the development of company BCS;
44. It is in this context that Mr. Farbos learned from Mr. Caroni his intention to dilute the share capitals of the company in order to allow the repurchase at cheap price of the actions of Mr. de Medeiros and this, being given the refusal of the latter to transfer without counterpart its actions to Mr. Caroni, the whole such as it Appert of the documents produced in bundle with the support of present under the P-8 dimension;
45. The applicant Mr. de Medeiros always refused this step of Mr. Caroni and required that its actions be repurchased to him with their commercial value, the whole such as it Appert of the documents already produced under the P-8 dimension, it to what Mr. Caroni never took action pursuant;
46. Although put in place to proceed to the repurchase of its actions Mr. Caroni never took action on these requests, the whole such as it Appert of the letter produced with the support of present under the P-9 dimension;
47. Continuation with the dismissal of the applicant, Mr. Caroni removed from the BCS company website any reference to Mr. de Medeiros as founder of the company;
7. Negotiation of a distribution agreement with groups Effective Computer Networks LLC, Effective Control Trucking LLC and Media City Corporation LCC ( hereafter designated “ECN”)
48. As of May 2007, the defendant Mr. Caroni will meet, via Mr. Yann Rousselot (indicated hereafter “Mr. Rousselot") of the company Present Profit Inc, Mr. Raphaël Huppé, president and representative of ECN, for purposes to discuss possible plan of distribution of SDS product;
49. This possibility of concluding an agreement from distribution with ECN had been the subject of discussions between the members of the Board of directors of BCS and Mr. Caroni had thus the authorization to negotiate, for the benefit of BCS, such an agreement;
50. Negotiations continue until the end June 2007, date on which a project of protocol of businesses was signed by Mr. Caroni, for the benefit of BCS, the whole such as it Appert of the Project produced with the support of present under the P-10 dimension;
51. Notwithstanding the conclusion of this agreement, no copy of this project of protocol of businesses was given to the administrators of BCS, if it is not following requests of Mr. Farbos to obtain a copy from it, the whole such as it Appert of the document produced with the support of present under the P-11 dimension;
52. It is only by taking note of P-10 document which the applicant Mr. Farbos was capable to note that Mr. Caroni had negotiated, for and with its only and single benefit, without the knowledge of the other administrators and shareholders, an important financial advantage insofar as one allotted to him 10% of the actions of certain companies controlled by Mr. Raphaël Huppé;
53. At no time had it not been agreed that Mr. Caroni could negotiate, for and with its only and single benefit, of the important marginal benefit rising from this convention of distribution;
54. This de facto situation was all the more shocking that it is only after having insisted for purposes to obtain copy of the document which the applicant Mr. Farbos was capable to note that Mr. Caroni had allotted this advantage;
8. Dilution of the share capitals and sudden need for Mr. Farbos to invest financially in BCS company
55. Following the forced departure of Mr. de Medeiros, Mr. Caroni nor undertaken to convince Mr. Farbos to agree a dilution of the share capitals for purposes to allow the repurchase of Mr. de Medeiros;
56. Mr. Caroni undertakes nearly at the same time as Mr. Farbos, the steps for purposes to force this last to invest financially in the company if he wants to avoid a dilution of his actions and to show his confidence in the company;
57. These steps of Mr. Caroni result in placing Mr. Farbos in a precarious situation, insofar as one threatens it to see his actions diluted in the company failing to carry out such a setting of funds;
58. Mr. Farbos in addition finds completely indecent these requests for investments in company BCS insofar as, in accordance with the Pact of associates intervened at the date of constitution of the company, it provided its service by transferring to company BCS all intellectual property without which the SDS product would not exist and provided considerable efforts during evenings, weekends and nights for purposes to allow the development of SDS product;
59. The plaintiff Mr. Farbos regards these requests for investments as an insult and a handing-over in question of the principles having carried out to the conclusion of the Pact of associates, reason for which it will refuse in any time this request for dilution of the share capitals like any financial contribution in BCS;
60. These requests for investments are repeated many times and the will clearly expressed to dilute the share capitals of BCS will early on ruin the relationship between Mr. Caroni and Mr. Farbos;
61. It is besides one of the reasons for which Mr. Caroni suggested the behaviour of a meeting with Mr. Farbos and Mr. Soumis to discuss a long list of elements then problematic in the company, the whole such as it Appert of the list of the questions prepared by Mr. Soumis and Mr. Farbos produced to the support of present under the P-12 dimension;
62. The three (3) administrators met on July 30, 2007, to discuss the various raised questions. Although this meeting made it possible to level some of the difficulties then raised, it will not remain about it less than confidence and the enthusiasm of Mr. Farbos, vis-a-vis with the joint project of BCS, will remain largely affected;
9. The behavior of Mr. Caroni
63. Mr Caroni has, since the incorporation of the company in the 2004, taken initiative to manage the BCS company his way and to impose to his partners his point of view and his way of managing;
64. As from February 2007, Mr. Caroni took the initiative to obtain the dismissal of Mr. de Medeiros for purposes to get rid of that which then called into question its leadership and its way of managing the company;
65. In front of the refusal many times repeated of Mr. Farbos to refuse to contribute financially in BCS and to object themselves to the dilution of the share capitals, Mr. Caroni will pose some gestures which will cause to sully in an irreparable way the respect and confidence necessarily having to exist between the shareholders and administrators of a small company like that of BCS;
66. Thus July 2007, frustrated by the refusal repeated of Mr. Farbos to proceed to the dilution or the refinancing of BCS, Mr. Caroni will allow abusive remarks with regard to Mr. Farbos treating this one of "small shit", showing by the fact even its total lack of respect with regard to Mr. Farbos and the relative importance that this person can have to make it possible to finalize the SDS product;
67. Always subject of same frustrations, this last will threaten the wife of Mr. Farbos, then pregnant, to send the police services to seek Mr. Farbos for purposes which it has at a Board of directors convened on July 19 for July 20, 2007;
68. These gestures and ways of treating Mr. Farbos, administrator and inventor of product SDS, were completely unjustified and were only the illustration of the despotism of Mr. Caroni;
69. These additional components showed with Mr. Farbos that it had made an error in March 2007, at the time of the dismissal of Mr. de Medeiros, had had with the lack of information and had as a result to convince it that it had been handled by Mr. Caroni;
10. Development of a new Plan of businesses
70. As from May 2007, BCS will proceed the at the time with recruitment of Mr. Luc Giguère (hereafter indicated “Mr. Giguère") for purposes to replace Mr. de Medeiros;
71. One of the tasks then entrusted to Mr. Giguère will consist in preparing a new business plan for the company in collaboration with Mr. Caroni;
72. Although Mr. Farbos was informed that one carried out the development of a new business plan, he was kept away from it and learned only in a fortuitous way the existence of it;
73. Informed of the existence of this last, Mr. Farbos will require to obtain copy of this one for purposes to better know the content of the documents prepared by Mr. Giguère, such as it Appert of the documents already produced under the P-10 dimension;
74. By taking note of this new Plan of businesses and more precisely of the budget estimates, Mr. Farbos learned with amazement that one projected to pay wages nearly three to him (3) times lower than that to which right Mr. Caroni would have, the whole such as it Appert of the documents produced in bundle with the support of present under the P-13 dimension;
75. Surprised by this proposal, Mr. Farbos enquired with Mr. Caroni the reasons which can justify such budgetary variations. Mr. Farbos was able to learn from Mr. Caroni who completely endorsed these new budgetary proposals and said to him that "a researcher is worth less than an administrator", but that with any event these questions were not be addressed by Mr. Farbos and that the subject was closed;
11 Use of company liquidities at personal ends
76. During summer 2007, Mr. Farbos learned via a clerk, Mrs. Claire Jaubert, engaged for purposes to work in the department of accountancy, that Mr. Caroni carried out withdrawals of the accounts of BCS and this, at personal ends, without the knowledge of Mr. Farbos;
77. Thus a sum of almost 79 315 $ would have been withdrawn by Mr. Caroni of the accounts of the company, without Mr. Farbos not being informed by it by this one or did not lend its contest and agreement to such withdrawals;
78. This question of the withdrawals of the account of the company was besides one of the subjects on the agenda of the meeting on July 30, 2007 convened by Mr. Caroni (P-12 part);
79. Recently, Mr. Farbos was capable to learn from Mr. Caroni who it would have proceeded, for the only year 2007, to investments about nearly 400 000 $ in the company, whereas to July 30, the answers provided by Mr. Caroni to the questions put by Mr. Farbos did not correspond to these figures, the whole such as it Appert of the document produced with the support of present under the P-14 dimension;
80. This contradictory information is not likely to reassure the plaintiffs as for the use of the funds of the company on which they do not have any control;
81. It thus becomes obvious that Mr. Caroni, only signatory of the cheques of the company, can, since March 2007, carry out withdrawals on a purely personal basis without the applicants not being in any way informed of those and this, although one requires Mr. Farbos to invest funds additional in the company;
12. Resignation of Mr. Farbos
82. In August 2007, Mr. Farbos will make the decision to resign his post of vice-president of research and development of BCS, having acquired the certainty which he could not continue to work with Mr. Caroni and which with any event, accomplished work and to achieve would serve only the interests of this last, which would not hesitate and this, in any way to obtain its departure and/or the repurchase of its actions, when it does not need any more as it had done with Mr. de Medeiros;
83. Torn by this decision to give up a life project, Mr. Farbos considered not to have of another choice insofar as the direction given by Mr. Caroni to company BCS seemed to him likely to fail and opposite with the interests of the shareholders of this company;
13. The procedures iudiciaires undertaken by BCS
84. On September 6, 2007, Mr. Caroni, by way of representative of BCS, undertook, by measurement of reprisals, of the legal procedures in injunction against Mr Farbos, to Medeiros and companies ECN, for purposes to protect itself from what it then described as an attempt at illegal appropriation of technology SDS, the whole such as it Appert of a minute-book produced with the support of present under the P-15 dimension;
85. These legal procedures undertaken against Mr Farbos and of Medeiros definitively put a term at any collaboration between the shareholders of company BCS and made impossible some reconciliation of the latter;
86. In addition, notwithstanding the question of the founded good or not of the procedures undertaken by BCS, it does not remain about it less than the way of proceeding of Mr. Caroni causes to harm considerably the activities of BCS since it is likely to make him only lose its one and single customer, which is essential to supplement the experimental phase of the product;
87. Thus Mr Caroni and Giguère took steps near a representative of Transport Robert Inc for purposes to obtain its collaboration within the framework of the legal procedures undertaken against Mr Farbos, of Medeiros and ECN;
88. This use of an employee of Transport Robert Inc, without the knowledge of the representatives of this company, has undermined in an important way a business connection established for a few years with Transport Robert Inc and risk, in the short run, to make only lose to BCS its and single customer, with whom it maintained relations since a few years;
89. Rather than to try to approach its customer, to reassure this one as for the capacity of BCS to provide the product SDS, Mr. Caroni decided to trap this same customer, without his knowledge, and this, with only and single ends to allow him to continue the legal procedures against Mr Farbos, of Medeiros and ECN;
90. In date of this day, this step cost employment to an employee of Transport Robert Inc and risk to make lose to BCS its only customer;
14. The Board of directors of BCS
91. Mr. de Medeiros was dismissed without cause on March 26, 2007 and dislocated unilaterally and without right of its functions of administrator per Mr. Caroni which has, thereafter, always acted as if Mr. de Medeiros were not any more member of the board of directors and, de facto, to proceed without this last the whole, such as it Appert at P-16 piece-rates;
92. This way of making shows, once more, unconcern and the ease with which Mr. Caroni undertakes the activities of BCS to the detriment of the other shareholders and members of the Board of directors and makes null all the decisions taken by the board of directors since March 26, 2007;
15. Need for the required recourse
93. The applicants lost any confidence in the integrity of Mr. Caroni, which assumed only the administration of BCS, although they control together 43.96% of the outstanding shares of category A emitted and;
94. In the facts, the very many reprehensible gestures posed by Mr. Caroni since February 2007, with the detriment of the applicants and other shareholders, justify this loss of confidence fully;
95. The facts enumerated at the present request show, in a dominating way, the need for this Honourable Court for naming a sequestration which will see to preserve the interests of the parts;
96. The actions posed by Mr. Caroni caused to reduce, in a considerable way, the financial value of BCS insofar as it sees private important human resources today and that a considerable part of its assets is invested in legal litigations rather than in marketing of product SDS;
97. The dominating proof shows that product SDS is put in danger by the actions of the defendant Mr. Caroni and that the shareholders of BCS are likely to lose their investments in BCS by the fault of this defendent;
98. Without the intervention of this Honourable Court, it is to be feared that Mr. Caroni will continue to pose gestures which profit only with itself, with the detriment of the interests of the other shareholders of BCS;
99. The intervention of this Honourable Court is also required to prevent that the actions of Mr. Caroni, during the authority, not generate a situation such as the final judgement to intervene is completely ineffective;
100. Consequently, the request for setting under sequestration of company BCS is fully justified to protect the goods from the company and those of the other shareholders;
101. The dead end with the centre of company BCS characterized by very obvious and perpetual conflict between the shareholders and administrators is not any doubt and fully justifies the request in bankruptcy deposited in this file, which is quite founded in facts and right;
102. The plantiffs suggest that Mr. Stephan Lachance, of the firm Demers Beaulne, is named sequestration and liquidator of company BCS and produce with the support of present copy of the Curriculum vitae of Mr. Stephan Lachance like P-17 part;
16 BY THESE REASONS, LIKES the COURT: TO ACCOMODATE the present request;
A) BY INTERLOCUTORY WAY OF JUDGEMENT: TO ORDER the setting under sequestration of the calling into question BioCogni Technologies Saved (BCS) Inc until this Court allocated on the respective rights of the parts in this cause; TO NAME by way of sequestration Mr. Stephan Lachance, the firm Demers Beaulne Inc, or any other person whom it will like the court to name, with the following capacities:
a) TO SIGN with the applicant Mr. Egberto De Medeiros all the cheques, contracts, purchase orders and engagements of some nature that it is calling into question;
b) TO CONTROL boxes it and the treasury of the calling into question;
c) TO CARRY OUT the checking of the incomes and expenditure of the calling into question and TO TAKE the legal means to recover the not perceived incomes and the expenditure paid without right by the calling into question;
d) TO PREPARE financial statements of the calling into question for the financial year 2007 finishing in June;
e) TO MANAGE the employees of the calling into question, including the capacities of recruiting, dismissal and to give directives to the known as employees and to fix their remuneration; and
f) TO RETAIN the services of the professionals necessary for the ends envisaged for the judgement to intervene on the present request;
TO ORDER to the defendant David Caroni, with the calling into question Bio-Cogni Technologies Saved (BCS) Inc and to the accountant, Michel Bayouk of the Bayouk study, Diab, accountants approved, to give to the sequestration all the books, registers and documents of the calling into question on significance of the judgement to intervene on the present request;
TO ORDER that the expenses, outlays and the remuneration of the sequestration are paid temporarily by the calling into question;
TO RESERVE the rights of the calling into question to claim refunding with the defendants of the expenses, outlays and of the remuneration of the sequestration;
TO ORDER the provisional execution notwithstanding call of the interlocutory judgement to intervene on the present request; Mr. MAI
17 B) PER WAY OF JUDGEMENT TO the MERIT: TO ORDER the bankruptcy of Bio-Cogni Technologies Saved (BCS) Inc;
TO NAME Mr. Stephan Lachance, of the firm Demers Beaulne, by way of liquidator of Bio-Cogni Technologies Saved (BCS) Inc so that it proceeds to the liquidation of this one, in accordance with the Law on the liquidation of the companies, L.R.Q. CH L-4;
TO GRANT to the liquidator all the capacities envisaged by the law and necessary to the execution of its mandate, in particular the capacities following:
a) TO TAKE possession of all the credits of the calling into question;
b) TO SIGN all the cheques, contracts, receipts and other documents of some nature that it is for and in the name of the calling into question;
c) TO CARRY OUT the checking of the incomes and expenditure of the calling into question and to take the legal means to recover the not perceived incomes and the expenditure paid without right by the calling into question;
d) TO RETAIN the services of the professionals to assist it and the adviser in his mandate;
TO COMPROMISE the businesses of the calling into question and to sell the goods of the calling into question, in the manner that it judges suitable for an advantageous liquidation of those;
TO ASK directives the court, in particular on the manner of liquidating the principal credit of the its patent, calling into question;
TO ORDER to the liquidator to submit a report with the court of its administration and Plan of distribution to the shareholders of the calling into question before proceeding to its distribution;
TO ALLOW the parts to present their position written as for this Plan in the thirty (30) days of its significance at each part and its deposit;
TO RESERVE for the parts the right to return in front of the court for any question connected to the liquidation of the goods of the calling into question, in accordance with the Law about the liquidation of the companies, L.R.Q. CH L-4;
TO ORDER that the expenses, outlays and the remuneration of the liquidator are paid by the calling into question
18 TO ORDER the provisional execution, notwithstanding call of this judgement; The WHOLE with costs. MONTREAL, October 5, 2007 ~~¥ COMMERCIAL MELANÇON FO RGET Lawyers - S.E.N.C.R.L. Prosecutors of the applicants Mr. Mr. À
REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TlON Of a COMPANY of IT (Articles 2311 following E.C. Q, 742 and C.p, C, and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 19 AFFIDAVIT OF Mr. BRUNO FAR BOS I, undersigned, BRUNO FARBOS, domiciled and residing at the 5540, street Queen Mary, apartment 21, in the city and district of Montreal, province of Quebec, H3X 1V7, affirms solemnly what follows: 1. I am one of the applicants in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 1. to 26. inclusively, 29. to 46. inclusively and 48. at 102. inclusively; 3. I am sincere and in good faith. AND I SIGNED AI: CWBRUNO FARjU)S --- SOLEMNLY AFFIRMED IN FRONT OF ME '-~~~~ with Mon~ 5e day of oçjgQre 2007 r..~ ~~~\ IIItNtLE 1 -1 ~ /1 G' IAlEAIJ ~ T ~209 '/COMMISSAIR~ With the ÀSSERMENTATION FOR ALL the \~"\~ ~ ~ LEGAL DISTRICTS OF QUEBEC.~'::?
REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TION Of a COMPANY of THEM (Articles 2311 C.c.Q., 742 and following C.p, C "and article 24 and following of the Law on the liquidation of the companies, L.R.Q, CH L-4) 20 AFFIDAVIT OF MRS. MY-ANH WIOLAND I, undersigned, MY-ANH WIOLAND, domiciled and residing at the 5540, street Queen Mary, apartment 21, in the city and district of Montreal, province of Quebec, H3X 1V7, affirms solemnly what follows: 1. I am the applicant in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 21. and 22 like 67; 3. All the facts pled in the present request are true; AND I SIGNED AI: MY-ANH WIOLAND SOLEMNLY AFFIRMED IN FRONT OF ME ferroaluminium, ~e 56 day of octo~07 COMMrsSAIRE With the ASSERMENTATION FOR ALL The LEGAL DISTRICTS OF QUEBEC COPY CERTIFIED
REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TlON Of a COMPANY of IT (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 21 AFFIDAVIT OF Mr. EGBERTO OF MEDEIROS I, undersigned, EGBERTO OF MEDEIROS, domiciled and residing at the 417, boul. Beaconsfield, Beaconsfield, province of Quebec, H9W 4B4, affirms solemnly what follows: 1. I am one of the applicants in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 1. to 15 inclusively, 18, 19. and 20 inclusively, 24. to 36. inclusively, 40, 41., 42., 44., 45., 46. and 47. inclusively, 63. and 64. like 84. at 102. inclusively; 3. All the facts pled in the present request are true; AND I SIGNED AI: J~A~ EGBERTO OF MEDEIROS COMMISSAIRÉ With the ASSERMENTATION FOR ALL The LEGAL DISTRICTS OF QUEBEC '. VJPIE Wf' iruKME ~N~=A~ ~ MAI";h, \~I) ms \]1 LAJ' Ç\}J \ FrHH;rï!' ... n.uJ~, -.ta REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TlON Of a COMPANY of IT (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 22 AFFIDAVIT OF MRS. CRISTINA LOPES OF MEDEIROS I, undersigned, CRISTINA LOPES OF MEDEIROS, domiciled and residing at the 417, boul. Beaconsfield, Beaconsfield, province of Quebec, H9W 4B4, affirms solemnly what follows: 1. I am the applicant in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 27. and 28. inclusively; 3. All the facts pled in the present request are true; AND I SIGNED AI: AFFIRMED SOLENNELLEM ~ réal, this 5e J :r IN FRONT OF ME Re 2007 COMM' ISSAIRE With the ASSERMENTATION FOR ALL L LEGAL DISTRICTS OF QUEBEC ~ M.."' èHANil Ms SEMI:!-.. "- ' ONE ~(II", J T... II.C.I' J. _ _ REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED T/ON Of a COMPANY of THEM (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 23 APPENDIX 1 OPINION WITH the DEFENDANT (Article 119) Prenez opinion that the moving party deposited at the clerk's office of the higher Court, commercial room, of the legal district of Montreal the present request. To answer this request, you must appear in writing, personally or by lawyer, with the Law courts of Montreal located at the 1, street Our-injury Is in the 10 days of the significance of this request. Failing to appear within this time, a judgment by default could be given against you without another opinion as of the expiry of this 10 days deadline. If you appear, the request will be presented in front of the court on November 16, 2007 at 9 a.m. 00 in room 16.10 of the Law courts and the court will be able, at this date, to exert the powers necessary in order to ensure the good course of the authority or to carry out the hearing of the cause, unless being appropriate in writing with the moving party or its lawyer of a calendar of the expiries to respect in order to ensure the good course of the authority, which will have to be deposited at the clerk's office of the court. With the support of its introductory request of authority, the moving party means the following parts: P-1 PART: P-2 PART: P-3 PART: P-4 PART: P-5 PART: P-6 PART: P-7 PART: P-8 PART: Extract of emanating document CIDREQ of the Register of the companies for the company Bio-Cogni Technologies Saved (BCS) Inc; Copy Pact of associates signed on May 27, 2004; List shareholders of the company Technologies Bio-Cogni Sauvé (BCS) Inc; Agreement of businesses between Mr. Subjected François and Bio-Cogni Technologies Saved (BCS) Inc signed on December 2, 2005; Document obtained of Coface Belgium Services. Legal file extended, for ABSYSTEM, October 4, 2007; Courriel of Mr. De Medeiros from March 16, 2007 with Mr. Caroni, Mr. Farbos, Mr. Soumis; Courriel of Mr. Caroni from March 17, 2007 with Mr. De Medeiros, Mr. Farbos, Mr. Soumis; In bundle, various exchanges between Mr. De Medeiros, Mr. Caroni and Mr. Soumis as for the repurchase of the actions of Mr. De Medeiros;
EQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED not COMPANY of IT (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, LR.Q. CH L-4) 24 P-9 PART: P-10 PART: P-11 PART: P-12 PART: P-13 PART: P-14 PART: P-15 PART: P-16 PART: P-17 PART: Courriel of Mr. De Medeiros with Mr. Caroni of September 5, 2007; Project of draft-agreement between Bio-Cogni Technologies Saved (BCS) Inc, ENC Holding (ECN) and Effective Control Trucking LLC; from June 20, 2007; Courriel of Mr. Luc Giguère to Mr. Farbos on June 27, 2007; List questions prepared by Mr. Bruno Farbos and Mr. François Soumis for the meeting on July 30, 2007; Extract of the plan of business prepared by Mr. Luc Giguère; Courriel of Mr. Farbos to Mr. Soumis on July 25, 2007 as for the use of the funds of BCS; Minute-book of the file of the higher Court carrying number 500-17038527-076 Two letters July 31, August 2007, and 14 2007; Curriculum vitae of Mr. Stephan Lachance, BAA, CA, CIRP of the firm Demers Beaulne Inc. of which copies parts is joined to present. ASK TRANSFER RELATIVE To a SMALL CREDIT If the amount which is claimed to you is lower than 7 000 $ and if, by way of applicant, you had been able to present such a request at the division of the small credits, you can obtain from the clerk whom the request is treated according to rules' envisaged with Book VIII of the Code of civil procedure (L.R.Q. C C-25). Failing to present this request, you could be condemned to expenses higher than those envisaged than Book VIII of this code. MONTREAL, October 5, 2007 ~~~~ Lawyers - S.E.N.C.R.L. Prosecutors of the applicants COP1E IN CONFORMITY JJI!~~~, ~ MamçoN FORGET
Edited English Version - this took some time Yowza (very end not yet completed)
REQUEST FOR SEQUESTRATION AND LIQUIDATION Of A COMPANY (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following the law on liquidation of companies, L.R.Q. CH L-4)
At the ONE OF the HONOURABLE JUDGES OF the HIGHER COURT SITTING IN AND FOR the DISTRICT OF MONTREAL, IN COMMERCIAL COURT, the APPLICANTS EXPOSE RESPECTFULLY WHAT FOLLOWS:
1. Context
1. The plaintiffs, Bruno Farbos and Egberto Medeiros, cofounders, shareholders and previous directors of the case at hand, Bio-Cogni Safe Technologies (BCS) Inc, lost complete confidence in defendant David Caroni to direct the current and future activities of BCS and consider that the de facto situation, created or caused by the latest actions, generated a dead end paralyzing the activities of the case at hand and activated in favor of his liquidation;
2. The plaintiffs Bruno Farbos and Egberto de Medeiros have successively vacated the position of director and employee of the case, leaving defendant David Caroni alone to direct, which is not likely to reassure the plaintiffs as participating shareholders in BCS if one trusts the actions committed by defendant David Caroni during past months;
3. In such a context, the plaintiffs consider that it is, consequently, just and equitable that this Honorable Court pronounce the liquidation of BCS judicially and this, in particular for the three (3) following reasons:
a) BCS finds itself in deadlock;
b) The plaintiffs completely and irreparably lost confidence in defendant David Caroni for the management of BCS;
c) BCS risks not having commercial activity in the near term with continued actions of defendant David Caroni.
2. Bio-Cogni Safe Technologies (BCS) Inc (hereafter indicated ((BCS")
4. BCS is a corporation legally created under the terms of Part 1A of the Law on the Companies, L.R.Q., ch C-38, the whole such as it Appert of the Registers of the inspector for financial institutions (System CIDREQ), whose extract is produced with the support of present like P-1 part;
5. BCS was incorporated on June 18, 2004 by plaintiffs Egberto de Medeiros (hereafter designated “Mr. de Medeiros"), Bruno Farbos (hereafter designated “Mr. Farbos") and defendant David Caroni (hereafter designated “Mr. Caroni") with the objective of developing and marketing a new product being used for detection of somnolence (indicated hereafter “S.O.S");
6. At the time of its establishment, the three founders held a 100% share of BCS and thus agreed to distribute these actions of category A at the time of starting, in the following proportions:
a) Mr. Caroni: 50,01 %;
b) Mr. Farbos: 32,5 %;
c) Mr. de Medeiros 17,49%;
7. This share distribution took into account the financial commitments of Mr Caroni and of Medeiros and for Mr. Farbos his personal capital contribution with the project, namely:
a) Mr. Caroni: 99 010,00 $;
b) Mr. de Medeiros: 20 990,00 $;
c) Mr. Farbos: Knowledge and theoretical basis of SDS invention
8. The three shareholders did not conclude from convention between shareholders, but nevertheless concluded a Pact from associates, which was to be useful for starting of the BCS company and to be revised in due course, whose copy is produced with the support of present under the P-2 reference;
9. Since starting operations, BCS will have twice called upon financing by way of capital of risks, which will cause to add a certain number of minority shareholders, indicted, who will hold overall after dilution of the founding shareholders 4,24% of the emitted actions and in circulation, the whole such as it Appert of the list of the shareholders produced with the support of present under the P-3 reference;
10. Of this list of minority shareholders, a merit of detailed attention, Mr. François Soumis (hereafter designated ((Mr. Soumis"), insofar as a Convention of financing were concluded and that it became, as from the end December 2005, an administrator of BCS although it is not occupied of the current administration, the whole such as it Appert of the documents produced with the support of present under the P-4 dimension;
11. The Board of directors of BCS, since December 2005, was made up of four (4) members, Mr. Farbos, Mr. de Medeiros, Mr. Caroni and Mr. Soumis;
12. BCS offers only one product, the SDS, which is not yet completely marketable insofar as additional experiments and tests are necessary to allow marketing;
13. BCS submitted an international patent application in 2004, which is the subject of analysis by the American office of Patents. This patent constitutes the principal credit of BCS and is at the base of the SDS;
14. BCS did not have, until September 5, 2007, its only single client, Transport Robert Inc, at which fifteen (15) prototypes were sold and installed and where tests would continue according to the last information obtained from the plaintiffs;
3. M. Bruno Farbos
15. The plaintiff Mr. Farbos was awarded a Doctorate from the University Rene Descartes in Paris, whose doctorate subject thesis related to the individual sensitivity to somnolence, from where he found interest for this field of research and studies.
16. At the beginning of 2001, Mr. Farbos began as a Research Associate within the Department of Mathematics and Industrial Engineering at the Polytechnic School from Montreal (indicated hereafter “Polytechnic") for the university chair of ergonomics, Professor M. Daniel lmbeau;
17. At the end of 2001, for reasons which are personal to him, Mr. Farbos began to research questions related to somnolence, which in particular enabled him to discover the interest expressed by the Department of American Transporation as for the design of an apparatus making it possible to validate the correlation established between the movement of the eyelids and the results obtained by way of an electroencephalogram to determine states of human somnolence;
18. With these same observations and research, Mr. Farbos invented a methodology allowing one to detect states of human somnolence;
19. As from January 2004, Mr. Farbos will have met Mr. de Medeiros within the framework of course in administration and will have gradually revealed the broad outline of his project;
20. It is via Mr. de Medeiros that Mr. Farbos will meet Mr. Caroni, with whom the project will be presented in June 2004;
21. The plaintiff My-Anh Wioland (hereafter “Mrs. Wioland") is the conjoint of Mr. Farbos and holds a block of actions accounting for 9% of the emitted actions and in circulation insofar as, for purely tax reasons, Mr. Farbos divided his block of initial actions of 32.5% before dilution which had been emitted to him on June 2004, and this, with the knowledge of all the parts;
22. The plaintiff Mrs. Wioland never took part in the activities of the company and thus has no personal knowledge of the facts stated in the present case, except for an event which has occurred on July 19, 2007;
23. The applicant Mr. Farbos is, following the division of his block of actions with Mrs. Wioland, today holder of 19,98% of the emitted actions and in circulation; Mr. de Medeiros.
4. M. de Medeiros
24. The applicant Mr. de Medeiros is graduate in Industrial Engineering and has a Doctorate in Cognitive Ergonomics from a French university. Mr. de Medeiros is in addition a holder of a diploma in business management, a field in which it produced certain formations in which the joint plaintiff Mr. Farbos took part;
25. It is within the framework of these courses that the applicants could meet and exchange on the project on which Mr. Farbos had worked for a few years;
26. The applicant Mr. de Medeiros is at the origin of the meeting between Mr. Farbos and Mr. Caroni, having introduced these people one with the other and having interested Mr. Caroni in the project on which Mr. Farbos had worked for a few years;
27. The applicant Mr. de Medeiros split with his wife, Mrs. Cristina Lopes de Medeiros (hereafter designated “Mrs. Lopes de Medeiros"), the block of actions which was emitted to him at the date of starting of the company in June 2004, 17.49% for strictly tax reasons, so that they are respectively holders of 7,49% of the actions emitted and in circulation after dilutions occurred;
28. The plaintiff Mrs. Lopes never took part in the activities of the company and thus has, of the fact even, no personal knowledge of the facts stated in the present request;
5. Mr. Caroni
29. The defendant Mr. Caroni is a businessman of French origin who was introduced Mr. Farbos at or around June 2004, which, over a single period of more than a few weeks, showed interest in the project developed by Mr. Farbos and decided to invest capital to create a company;
30. This investment was carried out by means of the Belgian company ABSYSTEM, whose director is Mr. Caroni, the whole such as it Appert of the document produced with the support of present under the P-5 dimension;
6. Objective loss of confidence in defendant M. Carnoi for the administration of BCS
6.1 Dismissal without cause of Mr. de Medeiros:
31. From autumn 2006, the plaintiff Mr. de Medeiros announces that, for reasons for personal and professional order, he wants to modify his functions in order to concentrate his efforts on the development of the businesses of BCS. He insists on the need for much increased wages hitherto allotted to him, in the absence of which he will not be able to continue his implication as an employee in the company;
32. After discussion with the administrators of BCS at the time it was agreed to modify the functions of Mr. de Medeiros like his wages and to require of this last which it henceforth works full-time for the company rather than part-time as it did it hitherto;
33. This decision came into effect as from January 2007, date on which its remuneration will be also modified to enable him to receive 120 000 $ annually, versus the 60 000 $ that he received until this date but this decision was never applied;
34. This additional remuneration was made possible thanks to a substantial reduction of the incomes of Mr. Farbos and Mr. Caroni;
35. In order to little close contemporary with this decision modifying the functions and remunerations of Mr. de Medeiros, this last will raise, following meetings with a joint stock company of risks, MSBI, important problems of internal control concerning the ways of making of Mr. Caroni in the management of the company, the whole such as it Appert of the documents produced with the support of present under the P-6 dimension;
36. Mr. de Medeiros insisted that a meeting with board of directors takes place as soon as possible for purposes to discuss these questions of internal control which appeared sufficiently important to him to have to be submitted to the Board of directors, it with what Mr. Caroni was opposed, the whole such as it Appert of the documents produced in bundle with the support of present under the P-7 dimension;
37. Mr. Caroni consequently regarded this step of Mr. de Medeiros as an attack on his leadership and an open dispute of this one, so that it undertook a witch hunt for purposes to discredit Mr. de Medeiros as well as the work he last achieved;
38. It is in this context that Mr. Caroni took the initiative to check, with very waiter Internet of BCS, the emails of Mr. de Medeiros for purposes to assemble a file making it possible to establish that the latter did not devote, contrary to the agreement occurred in February, all the efforts necessary to its new functions;
39. It is only after having assembled a part of this file that Mr. Caroni put at the fact Mr. Farbos his steps and having convinced the latter of the need of dismissing Mr. de Medeiros;
40. It is besides this same dossier which was presented on March 26, 2007 at the Board of directors of BCS, to which took part all the administrators, to obtain the dismissal of Mr. de Medeiros;
41. For purposes to add pressure on Mr. de Medeiros, the defendant Mr. Caroni had took the initiative to cross purely and simply the wages of this last from the very start February, thus repudiating with the agreement occurred, so that Mr. de Medeiros was in a dead end created of any part per Mr. Caroni for purposes to defend his leadership;
42. Plaintiffs Mr. Farbos and Mr. Soumis, in the light of information which was communicated to them by Mr. Caroni, supported this step against Mr. de Medeiros, believing sincerely whereas it was the only possible solution more especially as the wages allotted to Mr. de Medeiros had been made possible only by the sacrifice of the incomes of Mr. Farbos and that of Mr. Caroni;
43. Mr. Farbos however quickly changed idea as for the real intentions which could motivate Mr. Caroni at the time of the dismissal of Mr. de Medeiros as he learned, in the following months, which the real intention of Mr. Caroni was to purely and simply remove Mr. de Medeiros and to repurchase, for nothing, the actions held by this last in BCS, whereas he had worked for nearly three (3) years with the development of company BCS;
44. It is in this context that Mr. Farbos learned from Mr. Caroni his intention to dilute the share capitals of the company in order to allow the repurchase at cheap price of the actions of Mr. de Medeiros and this, being given the refusal of the latter to transfer without counterpart its actions to Mr. Caroni, the whole such as it Appert of the documents produced in bundle with the support of present under the P-8 dimension;
45. The applicant Mr. de Medeiros always refused this step of Mr. Caroni and required that its actions be repurchased to him with their commercial value, the whole such as it Appert of the documents already produced under the P-8 dimension, it to what Mr. Caroni never took action pursuant;
46. Although put in place to proceed to the repurchase of its actions Mr. Caroni never took action on these requests, the whole such as it Appert of the letter produced with the support of present under the P-9 dimension;
47. Continuation with the dismissal of the applicant, Mr. Caroni removed from the BCS company website any reference to Mr. de Medeiros as founder of the company;
7. Negotiation of a distribution agreement with groups Effective Computer Networks LLC, Effective Control Trucking LLC and Media City Corporation LCC ( hereafter designated “ECN”)
48. As of May 2007, the defendant Mr. Caroni will meet, via Mr. Yann Rousselot (indicated hereafter “Mr. Rousselot") of the company Present Profit Inc, Mr. Raphaël Huppé, president and representative of ECN, for purposes to discuss possible plan of distribution of SDS product;
49. This possibility of concluding an agreement from distribution with ECN had been the subject of discussions between the members of the Board of directors of BCS and Mr. Caroni had thus the authorization to negotiate, for the benefit of BCS, such an agreement;
50. Negotiations continue until the end June 2007, date on which a project of protocol of businesses was signed by Mr. Caroni, for the benefit of BCS, the whole such as it Appert of the Project produced with the support of present under the P-10 dimension;
51. Notwithstanding the conclusion of this agreement, no copy of this project of protocol of businesses was given to the administrators of BCS, if it is not following requests of Mr. Farbos to obtain a copy from it, the whole such as it Appert of the document produced with the support of present under the P-11 dimension;
52. It is only by taking note of P-10 document which the applicant Mr. Farbos was capable to note that Mr. Caroni had negotiated, for and with its only and single benefit, without the knowledge of the other administrators and shareholders, an important financial advantage insofar as one allotted to him 10% of the actions of certain companies controlled by Mr. Raphaël Huppé;
53. At no time had it not been agreed that Mr. Caroni could negotiate, for and with its only and single benefit, of the important marginal benefit rising from this convention of distribution;
54. This de facto situation was all the more shocking that it is only after having insisted for purposes to obtain copy of the document which the applicant Mr. Farbos was capable to note that Mr. Caroni had allotted this advantage;
8. Dilution of the share capitals and sudden need for Mr. Farbos to invest financially in BCS company
55. Following the forced departure of Mr. de Medeiros, Mr. Caroni nor undertaken to convince Mr. Farbos to agree a dilution of the share capitals for purposes to allow the repurchase of Mr. de Medeiros;
56. Mr. Caroni undertakes nearly at the same time as Mr. Farbos, the steps for purposes to force this last to invest financially in the company if he wants to avoid a dilution of his actions and to show his confidence in the company;
57. These steps of Mr. Caroni result in placing Mr. Farbos in a precarious situation, insofar as one threatens it to see his actions diluted in the company failing to carry out such a setting of funds;
58. Mr. Farbos in addition finds completely indecent these requests for investments in company BCS insofar as, in accordance with the Pact of associates intervened at the date of constitution of the company, it provided its service by transferring to company BCS all intellectual property without which the SDS product would not exist and provided considerable efforts during evenings, weekends and nights for purposes to allow the development of SDS product;
59. The plaintiff Mr. Farbos regards these requests for investments as an insult and a handing-over in question of the principles having carried out to the conclusion of the Pact of associates, reason for which it will refuse in any time this request for dilution of the share capitals like any financial contribution in BCS;
60. These requests for investments are repeated many times and the will clearly expressed to dilute the share capitals of BCS will early on ruin the relationship between Mr. Caroni and Mr. Farbos;
61. It is besides one of the reasons for which Mr. Caroni suggested the behaviour of a meeting with Mr. Farbos and Mr. Soumis to discuss a long list of elements then problematic in the company, the whole such as it Appert of the list of the questions prepared by Mr. Soumis and Mr. Farbos produced to the support of present under the P-12 dimension;
62. The three (3) administrators met on July 30, 2007, to discuss the various raised questions. Although this meeting made it possible to level some of the difficulties then raised, it will not remain about it less than confidence and the enthusiasm of Mr. Farbos, vis-a-vis with the joint project of BCS, will remain largely affected;
9. The behavior of Mr. Caroni
63. Mr Caroni has, since the incorporation of the company in the 2004, taken initiative to manage the BCS company his way and to impose to his partners his point of view and his way of managing;
64. As from February 2007, Mr. Caroni took the initiative to obtain the dismissal of Mr. de Medeiros for purposes to get rid of that which then called into question its leadership and its way of managing the company;
65. In front of the refusal many times repeated of Mr. Farbos to refuse to contribute financially in BCS and to object themselves to the dilution of the share capitals, Mr. Caroni will pose some gestures which will cause to sully in an irreparable way the respect and confidence necessarily having to exist between the shareholders and administrators of a small company like that of BCS;
66. Thus July 2007, frustrated by the refusal repeated of Mr. Farbos to proceed to the dilution or the refinancing of BCS, Mr. Caroni will allow abusive remarks with regard to Mr. Farbos treating this one of "small shit", showing by the fact even its total lack of respect with regard to Mr. Farbos and the relative importance that this person can have to make it possible to finalize the SDS product;
67. Always subject of same frustrations, this last will threaten the wife of Mr. Farbos, then pregnant, to send the police services to seek Mr. Farbos for purposes which it has at a Board of directors convened on July 19 for July 20, 2007;
68. These gestures and ways of treating Mr. Farbos, administrator and inventor of product SDS, were completely unjustified and were only the illustration of the despotism of Mr. Caroni;
69. These additional components showed with Mr. Farbos that it had made an error in March 2007, at the time of the dismissal of Mr. de Medeiros, had had with the lack of information and had as a result to convince it that it had been handled by Mr. Caroni;
10. Development of a new Plan of businesses
70. As from May 2007, BCS will proceed the at the time with recruitment of Mr. Luc Giguère (hereafter indicated “Mr. Giguère") for purposes to replace Mr. de Medeiros;
71. One of the tasks then entrusted to Mr. Giguère will consist in preparing a new business plan for the company in collaboration with Mr. Caroni;
72. Although Mr. Farbos was informed that one carried out the development of a new business plan, he was kept away from it and learned only in a fortuitous way the existence of it;
73. Informed of the existence of this last, Mr. Farbos will require to obtain copy of this one for purposes to better know the content of the documents prepared by Mr. Giguère, such as it Appert of the documents already produced under the P-10 dimension;
74. By taking note of this new Plan of businesses and more precisely of the budget estimates, Mr. Farbos learned with amazement that one projected to pay wages nearly three to him (3) times lower than that to which right Mr. Caroni would have, the whole such as it Appert of the documents produced in bundle with the support of present under the P-13 dimension;
75. Surprised by this proposal, Mr. Farbos enquired with Mr. Caroni the reasons which can justify such budgetary variations. Mr. Farbos was able to learn from Mr. Caroni who completely endorsed these new budgetary proposals and said to him that "a researcher is worth less than an administrator", but that with any event these questions were not be addressed by Mr. Farbos and that the subject was closed;
11 Use of company liquidities at personal ends
76. During summer 2007, Mr. Farbos learned via a clerk, Mrs. Claire Jaubert, engaged for purposes to work in the department of accountancy, that Mr. Caroni carried out withdrawals of the accounts of BCS and this, at personal ends, without the knowledge of Mr. Farbos;
77. Thus a sum of almost 79 315 $ would have been withdrawn by Mr. Caroni of the accounts of the company, without Mr. Farbos not being informed by it by this one or did not lend its contest and agreement to such withdrawals;
78. This question of the withdrawals of the account of the company was besides one of the subjects on the agenda of the meeting on July 30, 2007 convened by Mr. Caroni (P-12 part);
79. Recently, Mr. Farbos was capable to learn from Mr. Caroni who it would have proceeded, for the only year 2007, to investments about nearly 400 000 $ in the company, whereas to July 30, the answers provided by Mr. Caroni to the questions put by Mr. Farbos did not correspond to these figures, the whole such as it Appert of the document produced with the support of present under the P-14 dimension;
80. This contradictory information is not likely to reassure the plaintiffs as for the use of the funds of the company on which they do not have any control;
81. It thus becomes obvious that Mr. Caroni, only signatory of the cheques of the company, can, since March 2007, carry out withdrawals on a purely personal basis without the applicants not being in any way informed of those and this, although one requires Mr. Farbos to invest funds additional in the company;
12. Resignation of Mr. Farbos
82. In August 2007, Mr. Farbos will make the decision to resign his post of vice-president of research and development of BCS, having acquired the certainty which he could not continue to work with Mr. Caroni and which with any event, accomplished work and to achieve would serve only the interests of this last, which would not hesitate and this, in any way to obtain its departure and/or the repurchase of its actions, when it does not need any more as it had done with Mr. de Medeiros;
83. Torn by this decision to give up a life project, Mr. Farbos considered not to have of another choice insofar as the direction given by Mr. Caroni to company BCS seemed to him likely to fail and opposite with the interests of the shareholders of this company;
13. The procedures iudiciaires undertaken by BCS
84. On September 6, 2007, Mr. Caroni, by way of representative of BCS, undertook, by measurement of reprisals, of the legal procedures in injunction against Mr Farbos, to Medeiros and companies ECN, for purposes to protect itself from what it then described as an attempt at illegal appropriation of technology SDS, the whole such as it Appert of a minute-book produced with the support of present under the P-15 dimension;
85. These legal procedures undertaken against Mr Farbos and of Medeiros definitively put a term at any collaboration between the shareholders of company BCS and made impossible some reconciliation of the latter;
86. In addition, notwithstanding the question of the founded good or not of the procedures undertaken by BCS, it does not remain about it less than the way of proceeding of Mr. Caroni causes to harm considerably the activities of BCS since it is likely to make him only lose its one and single customer, which is essential to supplement the experimental phase of the product;
87. Thus Mr Caroni and Giguère took steps near a representative of Transport Robert Inc for purposes to obtain its collaboration within the framework of the legal procedures undertaken against Mr Farbos, of Medeiros and ECN;
88. This use of an employee of Transport Robert Inc, without the knowledge of the representatives of this company, has undermined in an important way a business connection established for a few years with Transport Robert Inc and risk, in the short run, to make only lose to BCS its and single customer, with whom it maintained relations since a few years;
89. Rather than to try to approach its customer, to reassure this one as for the capacity of BCS to provide the product SDS, Mr. Caroni decided to trap this same customer, without his knowledge, and this, with only and single ends to allow him to continue the legal procedures against Mr Farbos, of Medeiros and ECN;
90. In date of this day, this step cost employment to an employee of Transport Robert Inc and risk to make lose to BCS its only customer;
14. The Board of directors of BCS
91. Mr. de Medeiros was dismissed without cause on March 26, 2007 and dislocated unilaterally and without right of its functions of administrator per Mr. Caroni which has, thereafter, always acted as if Mr. de Medeiros were not any more member of the board of directors and, de facto, to proceed without this last the whole, such as it Appert at P-16 piece-rates;
92. This way of making shows, once more, unconcern and the ease with which Mr. Caroni undertakes the activities of BCS to the detriment of the other shareholders and members of the Board of directors and makes null all the decisions taken by the board of directors since March 26, 2007;
15. Need for the required recourse
93. The applicants lost any confidence in the integrity of Mr. Caroni, which assumed only the administration of BCS, although they control together 43.96% of the outstanding shares of category A emitted and;
94. In the facts, the very many reprehensible gestures posed by Mr. Caroni since February 2007, with the detriment of the applicants and other shareholders, justify this loss of confidence fully;
95. The facts enumerated at the present request show, in a dominating way, the need for this Honourable Court for naming a sequestration which will see to preserve the interests of the parts;
96. The actions posed by Mr. Caroni caused to reduce, in a considerable way, the financial value of BCS insofar as it sees private important human resources today and that a considerable part of its assets is invested in legal litigations rather than in marketing of product SDS;
97. The dominating proof shows that product SDS is put in danger by the actions of the defendant Mr. Caroni and that the shareholders of BCS are likely to lose their investments in BCS by the fault of this defendent;
98. Without the intervention of this Honourable Court, it is to be feared that Mr. Caroni will continue to pose gestures which profit only with itself, with the detriment of the interests of the other shareholders of BCS;
99. The intervention of this Honourable Court is also required to prevent that the actions of Mr. Caroni, during the authority, not generate a situation such as the final judgement to intervene is completely ineffective;
100. Consequently, the request for setting under sequestration of company BCS is fully justified to protect the goods from the company and those of the other shareholders;
101. The dead end with the centre of company BCS characterized by very obvious and perpetual conflict between the shareholders and administrators is not any doubt and fully justifies the request in bankruptcy deposited in this file, which is quite founded in facts and right;
102. The plantiffs suggest that Mr. Stephan Lachance, of the firm Demers Beaulne, is named sequestration and liquidator of company BCS and produce with the support of present copy of the Curriculum vitae of Mr. Stephan Lachance like P-17 part;
16 BY THESE REASONS, LIKES the COURT: TO ACCOMODATE the present request;
A) BY INTERLOCUTORY WAY OF JUDGEMENT: TO ORDER the setting under sequestration of the calling into question BioCogni Technologies Saved (BCS) Inc until this Court allocated on the respective rights of the parts in this cause; TO NAME by way of sequestration Mr. Stephan Lachance, the firm Demers Beaulne Inc, or any other person whom it will like the court to name, with the following capacities:
a) TO SIGN with the applicant Mr. Egberto De Medeiros all the cheques, contracts, purchase orders and engagements of some nature that it is calling into question;
b) TO CONTROL boxes it and the treasury of the calling into question;
c) TO CARRY OUT the checking of the incomes and expenditure of the calling into question and TO TAKE the legal means to recover the not perceived incomes and the expenditure paid without right by the calling into question;
d) TO PREPARE financial statements of the calling into question for the financial year 2007 finishing in June;
e) TO MANAGE the employees of the calling into question, including the capacities of recruiting, dismissal and to give directives to the known as employees and to fix their remuneration; and
f) TO RETAIN the services of the professionals necessary for the ends envisaged for the judgement to intervene on the present request;
TO ORDER to the defendant David Caroni, with the calling into question Bio-Cogni Technologies Saved (BCS) Inc and to the accountant, Michel Bayouk of the Bayouk study, Diab, accountants approved, to give to the sequestration all the books, registers and documents of the calling into question on significance of the judgement to intervene on the present request;
TO ORDER that the expenses, outlays and the remuneration of the sequestration are paid temporarily by the calling into question;
TO RESERVE the rights of the calling into question to claim refunding with the defendants of the expenses, outlays and of the remuneration of the sequestration;
TO ORDER the provisional execution notwithstanding call of the interlocutory judgement to intervene on the present request; Mr. MAI
17 B) PER WAY OF JUDGEMENT TO the MERIT: TO ORDER the bankruptcy of Bio-Cogni Technologies Saved (BCS) Inc;
TO NAME Mr. Stephan Lachance, of the firm Demers Beaulne, by way of liquidator of Bio-Cogni Technologies Saved (BCS) Inc so that it proceeds to the liquidation of this one, in accordance with the Law on the liquidation of the companies, L.R.Q. CH L-4;
TO GRANT to the liquidator all the capacities envisaged by the law and necessary to the execution of its mandate, in particular the capacities following:
a) TO TAKE possession of all the credits of the calling into question;
b) TO SIGN all the cheques, contracts, receipts and other documents of some nature that it is for and in the name of the calling into question;
c) TO CARRY OUT the checking of the incomes and expenditure of the calling into question and to take the legal means to recover the not perceived incomes and the expenditure paid without right by the calling into question;
d) TO RETAIN the services of the professionals to assist it and the adviser in his mandate;
TO COMPROMISE the businesses of the calling into question and to sell the goods of the calling into question, in the manner that it judges suitable for an advantageous liquidation of those;
TO ASK directives the court, in particular on the manner of liquidating the principal credit of the its patent, calling into question;
TO ORDER to the liquidator to submit a report with the court of its administration and Plan of distribution to the shareholders of the calling into question before proceeding to its distribution;
TO ALLOW the parts to present their position written as for this Plan in the thirty (30) days of its significance at each part and its deposit;
TO RESERVE for the parts the right to return in front of the court for any question connected to the liquidation of the goods of the calling into question, in accordance with the Law about the liquidation of the companies, L.R.Q. CH L-4;
TO ORDER that the expenses, outlays and the remuneration of the liquidator are paid by the calling into question
18 TO ORDER the provisional execution, notwithstanding call of this judgement; The WHOLE with costs. MONTREAL, October 5, 2007 ~~¥ COMMERCIAL MELANÇON FO RGET Lawyers - S.E.N.C.R.L. Prosecutors of the applicants Mr. Mr. À
REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TlON Of a COMPANY of IT (Articles 2311 following E.C. Q, 742 and C.p, C, and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 19 AFFIDAVIT OF Mr. BRUNO FAR BOS I, undersigned, BRUNO FARBOS, domiciled and residing at the 5540, street Queen Mary, apartment 21, in the city and district of Montreal, province of Quebec, H3X 1V7, affirms solemnly what follows: 1. I am one of the applicants in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 1. to 26. inclusively, 29. to 46. inclusively and 48. at 102. inclusively; 3. I am sincere and in good faith. AND I SIGNED AI: CWBRUNO FARjU)S --- SOLEMNLY AFFIRMED IN FRONT OF ME '-~~~~ with Mon~ 5e day of oçjgQre 2007 r..~ ~~~\ IIItNtLE 1 -1 ~ /1 G' IAlEAIJ ~ T ~209 '/COMMISSAIR~ With the ÀSSERMENTATION FOR ALL the \~"\~ ~ ~ LEGAL DISTRICTS OF QUEBEC.~'::?
REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TION Of a COMPANY of THEM (Articles 2311 C.c.Q., 742 and following C.p, C "and article 24 and following of the Law on the liquidation of the companies, L.R.Q, CH L-4) 20 AFFIDAVIT OF MRS. MY-ANH WIOLAND I, undersigned, MY-ANH WIOLAND, domiciled and residing at the 5540, street Queen Mary, apartment 21, in the city and district of Montreal, province of Quebec, H3X 1V7, affirms solemnly what follows: 1. I am the applicant in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 21. and 22 like 67; 3. All the facts pled in the present request are true; AND I SIGNED AI: MY-ANH WIOLAND SOLEMNLY AFFIRMED IN FRONT OF ME ferroaluminium, ~e 56 day of octo~07 COMMrsSAIRE With the ASSERMENTATION FOR ALL The LEGAL DISTRICTS OF QUEBEC COPY CERTIFIED
REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TlON Of a COMPANY of IT (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 21 AFFIDAVIT OF Mr. EGBERTO OF MEDEIROS I, undersigned, EGBERTO OF MEDEIROS, domiciled and residing at the 417, boul. Beaconsfield, Beaconsfield, province of Quebec, H9W 4B4, affirms solemnly what follows: 1. I am one of the applicants in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 1. to 15 inclusively, 18, 19. and 20 inclusively, 24. to 36. inclusively, 40, 41., 42., 44., 45., 46. and 47. inclusively, 63. and 64. like 84. at 102. inclusively; 3. All the facts pled in the present request are true; AND I SIGNED AI: J~A~ EGBERTO OF MEDEIROS COMMISSAIRÉ With the ASSERMENTATION FOR ALL The LEGAL DISTRICTS OF QUEBEC '. VJPIE Wf' iruKME ~N~=A~ ~ MAI";h, \~I) ms \]1 LAJ' Ç\}J \ FrHH;rï!' ... n.uJ~, -.ta REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED TlON Of a COMPANY of IT (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 22 AFFIDAVIT OF MRS. CRISTINA LOPES OF MEDEIROS I, undersigned, CRISTINA LOPES OF MEDEIROS, domiciled and residing at the 417, boul. Beaconsfield, Beaconsfield, province of Quebec, H9W 4B4, affirms solemnly what follows: 1. I am the applicant in the present authority; 2. I took note of this request for setting under sequestration and in liquidation of the company blamed, Technologies Bio-Cogni Sauvé (BCS) Inc and personally confirms being with the current of the contents of the following paragraphs and their veracity confirms some, that is to say paragraphs 27. and 28. inclusively; 3. All the facts pled in the present request are true; AND I SIGNED AI: AFFIRMED SOLENNELLEM ~ réal, this 5e J :r IN FRONT OF ME Re 2007 COMM' ISSAIRE With the ASSERMENTATION FOR ALL L LEGAL DISTRICTS OF QUEBEC ~ M.."' èHANil Ms SEMI:!-.. "- ' ONE ~(II", J T... II.C.I' J. _ _ REQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED T/ON Of a COMPANY of THEM (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, L.R.Q. CH L-4) 23 APPENDIX 1 OPINION WITH the DEFENDANT (Article 119) Prenez opinion that the moving party deposited at the clerk's office of the higher Court, commercial room, of the legal district of Montreal the present request. To answer this request, you must appear in writing, personally or by lawyer, with the Law courts of Montreal located at the 1, street Our-injury Is in the 10 days of the significance of this request. Failing to appear within this time, a judgment by default could be given against you without another opinion as of the expiry of this 10 days deadline. If you appear, the request will be presented in front of the court on November 16, 2007 at 9 a.m. 00 in room 16.10 of the Law courts and the court will be able, at this date, to exert the powers necessary in order to ensure the good course of the authority or to carry out the hearing of the cause, unless being appropriate in writing with the moving party or its lawyer of a calendar of the expiries to respect in order to ensure the good course of the authority, which will have to be deposited at the clerk's office of the court. With the support of its introductory request of authority, the moving party means the following parts: P-1 PART: P-2 PART: P-3 PART: P-4 PART: P-5 PART: P-6 PART: P-7 PART: P-8 PART: Extract of emanating document CIDREQ of the Register of the companies for the company Bio-Cogni Technologies Saved (BCS) Inc; Copy Pact of associates signed on May 27, 2004; List shareholders of the company Technologies Bio-Cogni Sauvé (BCS) Inc; Agreement of businesses between Mr. Subjected François and Bio-Cogni Technologies Saved (BCS) Inc signed on December 2, 2005; Document obtained of Coface Belgium Services. Legal file extended, for ABSYSTEM, October 4, 2007; Courriel of Mr. De Medeiros from March 16, 2007 with Mr. Caroni, Mr. Farbos, Mr. Soumis; Courriel of Mr. Caroni from March 17, 2007 with Mr. De Medeiros, Mr. Farbos, Mr. Soumis; In bundle, various exchanges between Mr. De Medeiros, Mr. Caroni and Mr. Soumis as for the repurchase of the actions of Mr. De Medeiros;
EQUEST FOR SETTING UNDER SEQUESTRATION AND LIQUIDATED not COMPANY of IT (Articles 2311 C.c.Q., 742 and following C.p.c., and article 24 and following of the Law on the liquidation of the companies, LR.Q. CH L-4) 24 P-9 PART: P-10 PART: P-11 PART: P-12 PART: P-13 PART: P-14 PART: P-15 PART: P-16 PART: P-17 PART: Courriel of Mr. De Medeiros with Mr. Caroni of September 5, 2007; Project of draft-agreement between Bio-Cogni Technologies Saved (BCS) Inc, ENC Holding (ECN) and Effective Control Trucking LLC; from June 20, 2007; Courriel of Mr. Luc Giguère to Mr. Farbos on June 27, 2007; List questions prepared by Mr. Bruno Farbos and Mr. François Soumis for the meeting on July 30, 2007; Extract of the plan of business prepared by Mr. Luc Giguère; Courriel of Mr. Farbos to Mr. Soumis on July 25, 2007 as for the use of the funds of BCS; Minute-book of the file of the higher Court carrying number 500-17038527-076 Two letters July 31, August 2007, and 14 2007; Curriculum vitae of Mr. Stephan Lachance, BAA, CA, CIRP of the firm Demers Beaulne Inc. of which copies parts is joined to present. ASK TRANSFER RELATIVE To a SMALL CREDIT If the amount which is claimed to you is lower than 7 000 $ and if, by way of applicant, you had been able to present such a request at the division of the small credits, you can obtain from the clerk whom the request is treated according to rules' envisaged with Book VIII of the Code of civil procedure (L.R.Q. C C-25). Failing to present this request, you could be condemned to expenses higher than those envisaged than Book VIII of this code. MONTREAL, October 5, 2007 ~~~~ Lawyers - S.E.N.C.R.L. Prosecutors of the applicants COP1E IN CONFORMITY JJI!~~~, ~ MamçoN FORGET
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