Q. Do you recall receiving an e-mail
5 from Mr. Sansone with his telephone number as you
6 requested?
7 A. I don't recall.
8 16. Q. Why might you have been contacting
9 Mr. Sansone in February of 2005?
10 A. He was a business acquaintance.
11 17. Q. And had you spoken to him since you
12 had been dismissed from EMS, prior to this day?
13 A. You asked me two questions there.
14 18. Q. Have you spoken to him since you had
15 been dismissed from EMS, prior to February 24? One
16 question.
17 A. I stopped talking to him the day I
18 was extorted by him and his brother, August 24th.
19 MR. MacKAY: No, he is talking about
20 earlier.
21
22 BY MR. ROUND:
23 19. Q. Try and focus if you can, Mr.
24 D'Addario; we are talking about a time period prior
25 to February of 2005. Had you spoken to Mr.
00007
1 D'Addario between the time that you were dismissed
2 from EMS and February of 2005?
3 A. Yes.
4 20. Q. When had you spoken to him?
5 A. I was dismissed in January...
6 throughout 2005.
7 21. Q. On many occasions?
8 A. Define "on many occasions".
9 22. Q. How many occasions did you speak to
10 him? Let's just stop for a moment. You said
11 throughout 2005, so that means between January 1 and
12 February 24th of 2005, you spoke to him on many
13 occasions?
14 A. I stopped speaking to him after the
15 extortion on August 24th of 2005. I have talked to
16 him...he spent most of his discussions with Tony
17 DiFruscio because Tony DiFruscio was trying to sell
18 my shares...
19 23. Q. Mr. D'Addario, just try and focus on
20 my questions. We are talking about the period
21 between January 1 of 2005 and February 24. You just
22 told me a moment ago that during that time period
23 you spoke to Mr. Sansone on many occasions, is that
24 correct?
25 A. No.
00008
1 24. Q. That is not correct? So you want to
2 change that evidence now?
3 A. Yes, next question.
4 25. Q. All right. So did you speak to Mr.
5 Sansone between the time that you were dismissed
6 from EMS on February 24th of 2005? Let's try that
7 one again.
Q. How many times?
10 A. I can't recall.
11 27. Q. More than once?
12 A. I can't recall.
13 28. Q. You can't recall if you spoke to him
14 more than once?
15 A. Yes, I answered the question. Next
16 question.
17 29. Q. So you might not have spoken to him
18 at all?
19 A. I spoke to him.
20 30. Q. So then you know you spoke to him at
21 least once?
22 A. I don't know how many times.
23 31. Q. At least once?
24 A. I can't recall.
25 32. Q. Well, you said you know you spoke to
00009
1 him, correct?
2 A. Yes.
3 33. Q. So that means you spoke to him at
4 least once?
5 A. I don't know how many times.
6 34. Q. You know you spoke to him at least
7 once.
8 A. Yes.
9 35. Q. Very good. Now we are making some
10 progress. Did you speak to him twice?
11 A. I don't recall how many times.
12 36. Q. What did you speak to him about?
13 A. Just business.
14 37. Q. What business?
15 A. Business with EMS.
16 38. Q. I thought you had been dismissed
17 from EMS?
18 A. Yes.
19 39. Q. So what business with EMS were you
20 talking to him about?
21 A. Just general business.
22 40. Q. Like what?
23 A. I don't recall.
24 41. Q. What did he have to do with EMS
25 during that time period?
16 74. Q. Now, you call Mr. Sansone your
17 friend in this e-mail; do you see that?
18 MR. MacKAY: Don't answer the question. /R
19 THE DEPONENT: It is irrelevant to the
20 fraud.
21 MR. MacKAY: I instructed the witness
22 not to answer the question; there is no
23 indication that this e-mail was sent by
24 Mr. D'Addario.
25 75. MR. ROUND: Mr. D'Addario said he sent
00016
1 the e-mail.
2 THE DEPONENT: I said I can't recall.
3
4 BY MR. ROUND:
5 76. Q. First you said you sent it, then
6 when your counsel raised an issue about it, you then
7 couldn't recall.
8 A. I can't recall, and that is for the
9 record. For the record, I couldn't recall.
10 77. Q. So you are now saying you didn't
11 send this e-mail?
12 MR. MacKAY: We are saying...
13
14 BY MR. ROUND:
15 78. Q. Have you ever called Mr. Sansone "my
16 friend"?
17 A. I can't recall.
18 79. Q. And seeing this e-mail doesn't help
19 you?
20 A. I am just saying, what had this got
21 to do with the extortion and the fraudulent
22 agreement?
23 80. Q. Sir, you are here to answer
24 questions, not ask them.
25 MR. MacKAY: Yes...
00017
1 81. MR. ROUND: So let's just concentrate on
2 answering the questions.
3 THE DEPONENT: Well, I am answering
4 them. For the next one, if I answer it,
5 don't keep repeating yourself.
Q. I am going to keep repeating the
9 question until you answer it, sir, and we will be
10 here for weeks if you don't just answer the
11 question.
12 A. I don't mind. I don't mind. By
13 that time...
14 83. Q. Did you ever recall...
15 A. ...he could be charged criminally by
16 that time.
17 84. Q. Did you ever call...I am glad we got
18 that on the record. You are threatening me, Mr.
19 D'Addario?
20 MR. MacKAY: No, he is not
21 threatening...
22 THE DEPONENT: No, I am saying Mr.
23 Sansone, in my opinion, is a criminal, and
24 hopefully by that time he is charged
25 criminally, in my opinion.
00018
1
2 BY MR. ROUND:
3 85. Q. Did you just say that I would be
4 charged criminally, sir?
5 A. No, no, I said will, in my
6 opinion, because he needs to be.
7 86. Q. Did you call Mr. Sansone your friend
8 at any time between January 1...
9 A. I can't recall.
10 87. Q. ...2005...can I finish my question
11 before you answer it, sir? Between January 1 of
12 2005, and September 30 of 2005?
BY MR. ROUND:
11 170. Q. Could it be that you used a document
12 like this in connection with the RomNeg transaction?
13 A. Not myself, not at all.
14 171. Q. I am not talking about yourself,
15 sir.
16 A. None of my lawyers never saw this
17 fraudulent agreement, nobody even heard of it.
18 172. Q. Sir, focus on my question, because I
19 don't want...
20 A. I said, "I don't recall". I don't
21 recall using a share pledge agreement or a
22 consulting agreement myself.
23 173. Q. Not yourself, sir. Not for
24 yourself...just you were involved in, at any time
25 during your involvement...
00034
1 A. When you do nine acquisitions, there
2 are a lot of agreements, a lot of legal agreements,
3 hence why this whole fraud thing is a mess, because
4 there is not even background information. It is
5 total fraud. I can't even believe that you, as a
6 lawyer, are even defending this.
7 174. Q. So you may well, sir, have then been
8 using documents like this?
9 A. Perhaps in the organization.
10 175. Q. Sir, I would like you to check your
11 computer records at your home, and your files at
12 home, and determine whether, in fact, you have
13 copies of similar documents in your records.
14 A. Sure.
15 MR. MacKAY: Certainly.
Q. So you have no recollection as to
18 what you did with the documents after the action was
19 started in October of 2005?
20 A. My wife did a lot of the filing for
21 me. So I don't know where it went. She dealt a lot
22 with Paul Kane, and I dealt a lot with Paul Kane, so
23 Paul Kane might have some things in his files. But
24 you have got to understand, you are defending a
25 criminal.
00048
1 254. Q. Did you meet with Mr. Sansone...
2 A. I can't believe he doesn't
3 understand that.
4 255. MR. ROUND: Mr. MacKay, I would
5 appreciate it if you would...
6 THE DEPONENT: ...looking pretty stupid
7 in front of a judge.
8 256. MR. ROUND: ...instruct your witness
9 simply to answer my questions instead of
10 spending his time adding gratuitous
11 comments onto the transcript.
12 THE DEPONENT: The judge is going to be
13 upset when we bring this to trial and you
14 are well aware that it is fraud. I don't
15 understand that.
16 257. MR. ROUND: Mr. D'Addario, just answer
17 my questions.
18 THE DEPONENT: You are taking up public
19 money.
20 258. MR. ROUND: Just answer my questions.
21 THE DEPONENT: Okay.
MR. ROUND: Sure there is, it is right
2 in the agenda.
3 MR. MacKAY: Okay...
4 THE DEPONENT: That is a fraudulent
5 agenda.
6 MR. MacKAY: Is it your client's
7 evidence that he met with Frank D'Addario
8 on February the 25th at the King Eddy?
9 269. MR. ROUND: Mr. MacKay, as you well
10 know, this is my cross-examination, not
11 yours. You don't get to ask questions.
Q. Was he on the board of EMS? Was he
15 a former board member?
16 A. No, he just conspired with Tony
17 Busseri and Mike Harris and them on this fraud, so
18 he paid for them under the table or something, I
19 don't...
20 287. Q. So you believe that his offers to
21 help you...you say he came and just out of the blue
22 offered to help you with your proxy fight, is that
23 what you are saying?
24 A. Because I think he was related to
25 the waste transfer, he thought that if I got in, I
00055
1 would be buying his waste transfer station, but that
2 was a whole fraud, too. As you know, he was charged
3 and convicted of mass fraud.
4 288. Q. So is that your evidence, sir, you
5 think that Mr. Sansone offered to help you with the
6 proxy fight because he thought that if you regained
7 control of the company, you would buy his waste
8 transfer station?
9 A. I perhaps would buy it, but it would
10 have to go through a whole due diligence legal in
11 which now we know was all fraudulent, he...
12 289. Q. Had you made that representation...
13 A. ...didn't comply with the MOE
14 stuff...
15 290. Q. Had you made that representation to
16 him, that if you got back in you would buy the waste
17 transfer station, subject to all these conditions
18 that you mentioned?
19 A. We would look at it.
20 291. Q. So you told him that if you got back
21 in, you would look at buying the waste transfer
22 station?
23 A. Yes.
24 292. Q. And that is why you say he helped
25 you?Q. So you don't remember what you told
10 him at the time you met with him to discuss his
11 involvement in the proxy fight?
12 A. Whatever is in my affidavit.
13 345. Q. Sir, I am asking you today, do you
14 remember?
15 A. I don't recall.
16 346. Q. And when you say that you didn't
17 give him any documentation, is it that you don't
18 recall giving him documentation, or you know you
19 didn't?
20 A. I don't recall.
21 347. Q. And sir, did you attend in Toronto
22 during the first two weeks of March of 2005 to
23 execute a copy of the consulting and share pledge
24 agreement that is in issue in this action?
25 A. Absolutely not. That is a fraud if
00066
1 I ever seen in my life.
2 348. Q. But were you in Toronto at any time
3 during that time period?
4 MR. MacKAY: Don't answer the question.
5 You tell us when it was executed, and we
6 will tell you whether he was in Toronto
Q. I take it then that you deny that
11 Mr. Titton witnessed your signature at the time that
12 you signed it?
13 A. Definitely, because there was no
14 agreement, so I deny that, of course.
15 350. Q. And you deny that you received a
16 copy of the agreement at the time?
17 A. In March?
18 351. Q. Yes.
19 A. Totally.
20 352. Q. And your evidence...
21 A. Unequivocally.
22 353. Q. And your evidence is, as I
23 understand it, that you signed a signature page in
24 August of 2005 that is now attached to that
25 document?
00067
1 A. Yes.
2 354. Q. And you only signed one copy of that
3 document, that signature page?
4 A. Well, let's look at it. That is
5 when I was extorted, August 24th, 2005.
6 355. Q. August 26th. So we are looking at
7 page 179 of the record, page 15 of the agreement,
8 that is the page that you say you signed in August
9 of 2005?
10 A. Where is the agreement that was
11 attached to it?
12 MR. MacKAY: Pardon me.
13 THE DEPONENT: Where was...
14 MR. MacKAY: No, he is asking about this
15 page, I think.
16 THE DEPONENT: That looks like what I
17 signed the night of the extortion.
Q. You signed one copy of that. It was
21 your evidence when we last cross-examined.
22 A. No, I have a chronology, pull the
23 chronology out.
24 357. Q. What do you remember, sir?
25 A. I remember a gun being at my head,
00068
1 and asking me to sign the $5 million agreement,
2 which I said, "No, shoot me". Then he pulled out
3 another piece of paper, and asked me to sign a
4 document that basically extended an agreement, that
5 he wanted to sell my shares, and he was to broker it
6 from a dollar to eighty cents, and I signed it once,
7 and then he said, "That is not your signature; sign
8 it again". Under a gun, behind my head, and then...
9 358. Q. Sir, just let me...
10 A. And then he had an attachment which
11 had my numbered company, my name, and my family
12 trust, that is why my wife's shares are not
13 attached, because she was not there that night, that
14 is why it is all fraud.
Q. That would have been easier,
23 wouldn't it?
24 A. I have to recollect what I am doing.
25 360. Q. Just so that I don't have to hear
00069
1 about guns pointed to your head over and over and
2 over and over again. Your story is that Joe Sansone
3 pulled a gun out of a pouch he was wearing, showed
4 it to you, and put it back in the pouch, correct?
5 A. Yes.
6 361. Q. Nobody was standing there with a gun
7 pointed to your head?
8 A. He was behind me when I was signing
9 this.
10 362. Q. He was behind you?
11 A. Robert was beside me, Joe Sansone
12 was standing behind me with the gun.
13 363. Q. There was nobody pointing a gun at
14 your head while you were signing documents?
15 A. Well, he had the gun out.
16 364. Q. I know you like to say that in your
17 affidavit, but your evidence was, he pulled it out
18 and put it away...
19 A. That is right.
A. They attached the signature page to
5 the fraudulent agreement.
6 380. Q. Sir, sometime after the first two
7 weeks of March, did you give Mr. Sansone a list of
8 your shares?
9 A. No.
10 381. Q. Sometime after the first of March,
11 did you give Mr. Sansone a copy of the Laurus
12 proposal letter that is attached to the document?
13 A. I can't recall that one. I can't
14 recall. I could have given that a copy of the
15 Laurus.
5 A. I can't recall.
6 385. Q. Well, isn't that what you just said?
7 A. I am just saying to you, I know he
8 conspired with EMS, trying to get my shares, yes,
9 for the fraud. I don't know what time.
A. I can't recall if I had a scanner,
25 but I had the computer, so you don't have to...I
00075
1 could have got that right from Laurus, so I don't
2 know. Where is it in my affidavit? If I said I
3 e-mailed it, I e-mailed it to him.
4 398. MR. ROUND: I have asked for all of your
5 e-mails. I would actually like electronic
6 copies of them, rather than printed
7 versions, I want the original e-mails, if
8 you still have the records, otherwise...
9 THE DEPONENT: Sure.
10 399. MR. ROUND: ...printed copies...
11 THE DEPONENT: Whatever my lawyer wants.
12 400. MR. ROUND: ...and I am particularly
13 interested in the e-mail that transferred
14 the Laurus letter. Again, I want a
15 electronic copy of it, not a printed copy.
16 MR. MacKAY: Okay. U/T
Q. So there is another time when you
00088
1 were calling Mr. Sansone your friend? Did you
2 consider him to be your friend at that point in
3 time?
4 A. No, just a matter of speech, that is
5 all.
6 474. Q. Did you call every business
7 associate that you work with your friend?
8 A. Well, you will say buddy or friend
9 sometimes, yes.
10 475. Q. Sometimes?
11 A. Yes.
12 476. Q. So are you saying that he wasn't
13 your friend at the time?
6 483. Q. What trip he was on.
7 A. I can't recall, he was down south
8 somewhere. I think where all organized crime people
9 go, now that I remember.
10 484. Q. Where would that be?
11 A. I don't know.
512. Q. It says:
16 "...Joe is a great guy..."
17 Who are you talking about?
18 A. I don't know.
19 513. Q. Isn't that Joe Sansone, his brother?
20 A. Could be.
21 514. Q. Guy who put the gun to your head, as
22 you like to say?
23 A. Yes.
24 515. Q. And why were you saying he was a
25 great guy? You had met him, by that point?
00094
1 A. I must have.
2 516. Q. And you thought he was a great guy?
3 A. I don't know. Organized crime
4 people, you don't know, you try to get...they go
5 into your life, and you don't know until after.
6 517. Q. So why did you say it at the time?
7 A. I don't know. I don't even know if
8 that is Joe Sansone. I don't know what Joe it could
9 be.
10 518. Q. You don't remember who else it might
11 have been?
12 A. Don't remember.
13 519. Q. You don't know any other Joes
14 that...
15 A. Thousands of Joes, I know.
16 520. Q. So which ones did Rob know that he
17 would care about whether you thought they were a
18 great guy or not.
19 A. I don't know. Ask Rob.
20 521. Q. I can't ask Rob; it is your e-mail,
21 sir.
22 A. Yes, so I don't recall, again, for
23 the record, who this Joe is. It could be Joe
24 Sansone, end of story.
Q. Did you think at that time that Joe
00095
1 Sansone was a great guy?
2 A. I don't know. I don't even know if
3 that was Joe Sansone.
4 523. Q. I don't care whether you know
5 whether that was Joe Sansone, did you think at that
6 point in time that Joe Sansone was a great guy?
7 A. I can't answer that.
8 524. Q. Why?
9 A. I just can't answer it.
10 525. Q. Well, did you or didn't you?
11 A. I think Joe Sansone is a criminal,
12 in my opinion, and Rob Sansone is a criminal.
Q. April 19th, page 224.
14 A. Yes.
15 627. Q. Getting closer to the actual date of
16 the proxy fight, and I gather you are writing to Mr.
17 Sansone to ask him to try and find you some
18 information?
19 A. Yes, Sansone's friend, Robert's
20 friend is Standard Securities, that is Andy
21 DeFrancesco, who has now perjured himself, probably,
22 under this case. Romeo Senior and Junior...
23 628. Q. Who is Pat?
24 A. Pat Dovigi, who I think perjured
25 himself, as well, in this case, a friend of Robert
00113
1 Sansone.
2 629. Q. Lots of liars?
3 A. Yes, they are all part of organized
4 crime...
5 630. Q. So the Andy and Pat are...
6 A. Andy's friends.
7 631. Q. ...are Andy DeFrancesco and Pat
8 Dovigi?
9 A. Pat Dovigi, yes. So Robert knows
10 them.
11 632. Q. So you asked Mr. Sansone to try and
12 find out how they were voting?
13 A. Yes.
14 633. Q. And you weren't able to find that
15 out yourself because those individuals were his
16 friends?
17 A. Yes.
18 634. Q. Now, page 225 is an e-mail from
19 Ferne to Mr. Sansone. I take it that she was aware
20 of Mr. Sansone's involvement in the proxy fight?
21 A. Oh, yes. Actually, my wife knows
22 everything. She knows the whole EMS scenario better
23 than I do. She should be a lawyer.
24 635. MR. ROUND: Shall we take five minutes?
25 MR. MacKAY: Sure.
Q. And the Joe that you are talking
22 about, that is Joe Sansone, his brother?
23 A. Yes.
24 649. Q. And that is because Joe knew some of
25 these people, as well? That is why you were
00117
1 suggesting he might get involved?
2 A. I think Joe just knew this guy.
3 650. Q. So you were involved with not just
4 Robert, but Joe, as well?
5 A. Mostly Robert. Again, put
6 everything in perspective, it is very insignificant,
7 compared to what Wes Hall does. This is maybe 30
8 hours worth of work. A proxy battle is huge, many,
9 many hundreds of hours, thousands of hours.
10 651. Q. I guess we will see that when we see
11 your documents and see what else was going on.
12 A. Yes, and that is where the judge is
13 going to say, "This is so insignificant, why did we
14 even go to court?" It is criminal; this is all
15 criminal stuff.
Q. So Rob is doing what he could to
22 help out the dissidents at this point?
23 A. Yes.
24 681. Q. So he wasn't working for EMS, as far
25 as you know?
00123
1 A. He provided money to extort me, so I
2 don't know. I can't recall times, but I don't know.
3 682. Q. At this point in time, it sure
4 doesn't look like he was helping out EMS, was he?
5 He was trying to unseat management.
6 A. He can do both, we don't know
16 722. Q. That is all very nice, sir, but
17 what...
18 A. What Robert Sansone has done is
19 probably $2,000 worth of work. This is why you are
20 wasting a lot of court time, judge time, when you
21 know this is fraud, and you continue to ask
22 questions, take up taxpayers time, take up court
23 time, and probably you are privy to this as party,
24 because Fasken Martineau is probably in cahoots, in
25 my opinion, with Mr. Sansone, and your undertakings
00131
1 will reveal who is paying who, and if in fact he is
2 paying you, and where you are getting your money
3 from, because you are part of it.
4 723. Q. We are part of the big conspiracy,
5 are we?
6 A. In my opinion, or you are defending
7 a guy that is criminal, then you should know.
Q. Do you know what Mr. Sansone was
00150
1 suggesting in that e-mail?
2 A. Yes, that Jean Shoiry had an
3 earnout, because Jean Shoiry worked for me. I
4 bought his company.
5 832. Q. Did you understand the point that he
6 was making?
7 A. Yes, he basically indicated that
8 Jean Shoiry had an earnout to be made based on his
9 performance, and he may have not made those numbers.
10 833. Q. So he was suggesting that perhaps
11 you should contest them counting Shoiry's votes?
12 A. No, I told that to Robert.
13 834. Q. That was your idea, was it?
14 A. Yes.
15 835. Q. Okay.
16 A. Yes, Robert is not very
17 knowledgeable in proxy or running companies, or
18 environmental work. He was a messenger. Once
19 again, he is the only one that had a BlackBerry that
20 night. That is why it went through him.
21 836. Q. Now, after you finished making all
22 these telephone calls, I gather that you went to
23 dinner, some of you went to dinner?
24 A. Yes.
25 837. Q. And Mr. Sansone picked up the bill
00151
1 for that dinner, did he?
2 A. I think so, yes.
Q. You don't know. I gather that you
6 used his brother Joe Sansone's limo company when you
7 come to town?
8 A. Yes, occasionally.
9 848. Q. And you would phone up and say, "I
10 am here, I want a limo"?
11 A. Well, he would offer it to me.
12 849. Q. They would offer it to you. How
13 would they know you were even here?
14 A. He would know I would be coming to
15 town sometimes.
16 850. Q. He would phone you, and say, "Hey,
17 Frank, do you need a limo?"
18 A. Yes, from the airport or wherever,
19 occasionally, yes.
20 851. Q. Yes? More often than not, you would
21 call asking for one, though, would you?
22 A. No.
23 852. Q. No?
24 A. Absolutely not.
25 853. Q. Did you ever do that?
00153
1 A. I can't even recall that I even did
2 that, no.
3 854. Q. You can't recall ever calling and
4 asking for a limo?
5 A. No, can't recall.
6 855. Q. So the only times you were ever in
7 one of Joe Sansone's limos was when he offered it to
8 you?
9 A. Yes.
10 856. Q. And I take it that you never paid
11 for any of those limos?
12 A. I can't recall.
13 857. Q. You would have records that would
14 show if you had?
15 A. No, I provided cash to the driver.
16 858. Q. Would you? You would pay cash to
17 the driver?
8 999. Q. So this doesn't help you remember?
9 A. No, because Scott Sinclair helped
10 us, too.
11 1000. Q. Did you ask Mr. Sinclair to help
12 you?
13 A. I can't recall, but I know Robert
14 Sansone extorted his father, and that is an
15 affidavit that we have. I am sure he is going to
16 recall.
17 1001. Q. And then...
18 A. I am glad he came up with Scott
19 Sinclair...
Q. Page 378. Now, you are sending some
3 information in an e-mail dated May 10th, 10:29 a.m.
4 to Patrick Dovigi and Mr. Sansone. And you say:
5 "...FYI, keep confidential..."
6 And it appears that what you were sending them were
7 letters that your lawyers had prepared and sent to
8 EMS, is that correct?
9 A. Yes, it looks like Michael Watson
10 and David Reuben, yes. They were my solicitors. I
11 don't know the intent of what was confidential.
12 Again, we are in a proxy, so I know Sansone...I
13 didn't want EMS to know what we were doing, so I
14 don't know if he was a mole in the situation or not,
15 so...BY MR. ROUND:
24 1092. Q. And you weren't trying to hide
25 anything from EMS, because in fact, you were writing
00197
1 letters to EMS, isn't that correct?
2 A. If there are letters there, I wrote
3 letters to EMS, yes.
4 1093. Q. You didn't, your lawyers did.
5 A. Yes.
6 1094. Q. So when you started up with this
7 story about moles and hiding information from EMS,
8 that was total nonsense that had nothing to do with
9 this e-mail, or what you were doing?
10 A. Not with this e-mail.
11 1095. Q. Right.
12 A. What we know in the affidavit,
13 Robert Sansone received $100,000 from EMS to further
14 litigation against me.
15 1096. Q. So why was it that you were
16 suggesting to Mr. Sansone and Mr. Dovigi that they
17 had to keep copies of your lawyers' letters to EMS'
18 counsel confidential?
19 A. I don't know why.
20 1097. Q. What was confidential about them?
21 A. I don't know why.
22 1098. Q. Do you want to look at the letters,
23 and see if that helps you remember?
24 A. Sure.
25 1099. Q. One of them appears to be at page
00198
1 380, there is another one that starts at page 381.
2 Another one at 383.
3 A. The letter indicated that we are
4 going to challenge the results of the proxy meeting.
5 Anything to do with lawyers is confidential, in
6 my...that is probably why I left it that way. Yes,
7 it was to do with the appeal of the proxy, and it
8 came from my lawyers, so I thought that would be
9 confidential.
Q. But even though you thought it was
11 confidential information, you didn't have any
12 trouble giving it to Mr. Sansone?
13 A. No, he was part of the proxy
14 volunteers, part of...with Tony and Darrin McMullin.
15 1101. Q. And what about Mr. Dovigi? Was he
16 part of the proxy volunteer group?
17 A. There was not really a group, but he
18 had information, sure. He was close to Rob Sansone
19 and Romeo DiBattista.
20 1102. Q. I haven't seen his name up until
21 this point. Why did you suddenly start sending him
22 e-mails?
23 A. I don't know. All those e-mails, in
24 this case, are sort of insignificant in the sense of
25 who I copied there. This is just a proxy battle.
00199
Q. Why did you send this to Mr.
25 Sansone?
00201
1 A. Just for information.
2 1115. Q. Did you send it to anybody else?
3 A. I can't recall.
4 1116. Q. Isn't it the case that you sent this
5 to Mr. Sansone because you had earlier asked him to
6 call into the webcast to ask Mr. Vesseri some
7 questions?
8 A. I can't recall.
9 1117. Q. You don't recall that?
10 A. But I know that he indicated that he
11 has a lot of Mike Harris, so I thought he would want
12 this.
13 1118. Q. That he what?
14 A. Had a lot of information re Mike
15 Harris. So I thought I would send him this letter.
16 1119. Q. Who had said that?
17 A. Robert Sansone.
18 1120. Q. He said he had a lot of information
19 about Mike Harris?
20 A. Yes.
21 1121. Q. Let's see if...
22 A. Whether he is with organized crime
23 or not, I don't really know, but they had to be...
24 1122. Q. You think Mike Harris is involved in
25 organized crime?
BY MR. ROUND:
9 1883. Q. In paragraph 9, you attach some
10 e-mails as Exhibit F and E, and those e-mails seem
11 to relate to the proxy fight that was being fronted
12 by Chris Napior. Did you have any involvement in
13 that proxy fight?
14 A. That Chris Napior did?
15 1884. Q. Yes.
16 A. And what proxy fight are you talking
17 about?
18 MR. MacKAY: November 2005?
19 1885. MR. ROUND: Yes, the one that Chris
20 initiated.
21 THE DEPONENT: I don't know if we went
22 forward with that proxy.
23
24 BY MR. ROUND:
25 1886. Q. You were behind it, though, so to
00349
1 speak?
2 A. He was trying to help me that time,
3 yes.
4 1887. Q. So you were paying the lawyers, you
5 were acting for him?
6 A. I can't recall right now.
7 1888. Q. Can you check your records and
8 determine that for me?
9 A. Sure. U/T
10 MR. MacKAY: I think technically it was
11 Betty Smith that owned the shares.
12 1889. MR. ROUND: Yes, he can't really...he
13 didn't have any shares, Chris, I don't
14 think.
15 MR. MacKAY: Yes.
BY MR. ROUND:
18 1890. Q. But it was you who were paying the
19 lawyers and telling them what to do, isn't that
20 correct?
21 A. I can't recall right now.
22 1891. Q. Now, page 63 of the record...
23 MR. MacKAY: Is that tab F?
24 1892. MR. ROUND: Yes.
25
00350
1 BY MR. ROUND:
2 1893. Q. It is an e-mail that I guess you
3 received from Scott Sinclair in December of 2005?
4 A. M'hmm.
5 1894. Q. And one of the things that he is
6 reminding you that you had said you were going to
7 send to him was a copy of the settlement agreement
8 that you are conditionally prepared to accept. What
9 settlement agreement was that?
10 A. I think the ones about working with
11 Tony in December...
12 1895. Q. Is that the settlement agreement you
13 were discussing with EMS at that point in time?
14 A. Yes, I think that is what it was,
15 yes.
16 1896. Q. And so did you send a copy of that
17 to Mr. Sinclair?
18 A. I can't remember. Again, he worked
19 for us, as well. He was part of it, all voluntary
20 work.
21 1897. Q. Did you tell Mr. Napior that you
22 were having settlement discussions with EMS at this
23 point in time?
24 A. I am sure I...definitely. No, no,
25 that does not affect me. Going to trial. Can't
00351
1 wait to go to trial, that is all. Stop spending
2 money foolishly.
3 1898. Q. Wednesday, December 7th, that would
4 be when you got your first draft of that proposed
5 settlement agreement and voting agreement from EMS,
6 and it is Exhibit F in the supplementary record, our
7 supplementary record.
8 A. So what was the question?
9 1899. Q. December 7th, that was when you got
10 the...was that when you got the first draft of the
11 proposed settlement agreement and voting agreement
12 from EMS?
13 A. Yes, it appears that way.
14 1900. Q. And the idea was that you were going
15 to work quickly to have that finalized by I think it
16 was the Friday the 10th.
17 A. We were getting pressured by EMS.
18 1901. Q. They wanted to do it quickly because
19 they had an issue with financing with ONCAP?
20 A. I think that was the case. They
21 just wanted to do it quickly.
22 1902. Q. Page 68 of your reply record, part
23 of Exhibit G, you will see there is an e-mail from
24 you to Chris Napior at the bottom of the page, dated
25 Sunday, December 11th, 2005. Do you see that one?
00352
1 A. M'hmm.
2 1903. Q. And you say:
3 "...Don't worry about it, buddy.
4 Concentrate on getting people to buy
5 shares, if they want. Monday comes quick.
6 They want to close the deal..."
7 I take it that the deal that you are talking about
8 was your settlement with EMS?
9 A. I assume so, yes.
10 1904. Q. And you were anticipating finalizing
11 that on the Monday; is that what was going on?
12 A. I believe so.
13 1905. Q. And I am just having some trouble
14 understanding how this proxy fight that you are
15 encouraging Mr. Napior and Betty Smith to pursue is
16 going to work after you had signed a settlement
17 agreement that required you to vote as management
18 wanted you to vote. Do I understand that that is
19 what the voting agreement said? Did it require you
20 to vote on all issues, how management wanted you to
21 vote?
22 A. I would have to review it. We had
23 ten litigations...lawsuits, we had Sansone's
24 fraudulent claim to deal with, the extortion. I
25 would have to go back.
00353
1 1906. Q. So you don't remember what
2 restrictions there were going to be on your ability
3 to vote after you signed the document?
4 A. I don't know when the final document
5 was signed, but I could get a copy of it, if you
6 want. It is open and transparent.
7 MR. MacKAY: We have offered it; it was
8 already an undertaking.
9
10 BY MR. ROUND:
11 1907. Q. And did you think there was any
12 possibility of them winning the proxy fight without
13 your support?
14 A. Winning without my support?
15 1908. Q. Well, once your votes were tied up
16 as a result of the settlement agreement, you
17 couldn't support their efforts to unseat management,
18 could you?
19 A. No, of course not.
20 1909. Q. And so without that support, they
21 really had no prospect of winning?
22 A. Very true.
23 1910. Q. Yes. Now, you have attached as
24 Exhibit G, referred to in paragraph 10 of your
25 affidavit, some selection of e-mails which appear to
00354
1 relate to your involvement with Mr. Napior in the
2 proxy fight in late December or late 2005...for some
3 period of time, and what I would like you to do is
4 produce the balance of the e-mails that you have in
5 your possession, power or control, relating to your
6 involvement in that proxy fight, so that we can get
7 a complete picture of what was going on.
8 MR. MacKAY: From just generally, and
9 not time limited in any way, shape or form?
10 1911. MR. ROUND: Well, I think it is time
11 limited by the subject matter, frankly.
12 MR. MacKAY: We will see what we can
13 find, and we will produce what we can find. U/T
14
15 BY MR. ROUND:
16 1912. Q. Page 71 of your record, that is at
17 tab H, you send an e-mail to Chris Napior, December
18 14th, 2005, and at the conclusion of the e-mail, you
19 say:
20 "...I cannot discuss any settlement
21 issues..."
22 Those would be settlement issues with respect to
23 EMS, was it?
24 A. Yes, settlement issues, yes, to do
25 with the...agreeing with the e-mails, yes.
00355
1 1913. Q. So at some point, you had to stop
2 telling Mr. Napior about what was going on?
3 A. Yes.
4 1914. Q. Paragraph 14, you say that Exhibit H
5 to Sansone's affidavit is not the statement of
6 defence and counterclaim of Betty Smith and Chris
7 Napior, filed in response to the Amended Statement
8 of Claim. I take it that it is your position that
9 there is some other document, that we have got the
10 wrong one?
11 A. Yes.
12 1915. MR. ROUND: And can you produce what you
13 say is the right one?
14 MR. MacKAY: Sure. U/T
15 1916. MR. ROUND: And I think subject to the
16 undertakings and refusals, we are finished
