Weekend Roundup: Quoi faire? – Apartment613
We’ve made it to the halfway point of 2021 and it looks like we might finally be turning a corner in this pandemic life we’ve come to consider normal. As things continue to open up and restrictions are easing, one of your weekend plans may be to get a long awaited haircut. Exciting as that may be, we’ve some other suggestions for weekend activities that are equally fun.
All Weekend
Take a trip to West Carleton this weekend for their annual Red Trillium Studio Tour. Nearly 20 different artisans—from potters, to painters, to jewellers, and woodworkers—will be opening their studio doors to the public. Why not make a day of it and pack a picnic or enjoy some delicious takeout from one of the local restaurants on the grounds of the Pinhey Estate?
Do you like to fish? Have you wanted to get a friend in on the fun, but they wanted to check it out before purchasing the necessary licence? This weekend is the perfect opportunity, as Family Fishing Week begins this Saturday and you can fish without a licence all week long. Take advantage and head on out to your favourite spot to cast your rod.
This weekend is prime berry picking time in Ottawa. Strawberry season is drawing to a close and raspberry season is just beginning. Both the Merivale and Woodroffe locations of Shouldice Berry Farm and Market are open for picking, raspberries are just becoming available at Proulx Maple and Berry Farm, and you might be able to pick strawberries and raspberries in the same trip at Millers Farm, Market and Garden Centre. Given the fields are a popular spot this year, make sure to call ahead to ensure that they haven’t been picked out.
If you are looking for some fun evening activities, we’ve a couple of suggestions for you folks. Campfires at Saunders Farm have returned for the summer season and are a perfect COVID-safe activity for you and some friends. For fans of Parc Omega, there is also the opportunity to check it out under a different light (or lack thereof). Omega by Night is a 1.5 kilometre walking trail that ends at the wolf observatory. Here is your chance to see what the wolves get up to after hours.
Thursday
After the appalling discoveries of the bodies of hundreds of Indigenous children in unmarked graves near former residential schools, it is important for us to take the time to honour the lives lost and stand in solidarity with the Indigenous peoples against the continued oppression they face on this unceded land. This year, rather than celebrating Canada Day, take the time off work to show your support by participating in the Anishnaabe Cancel Canada Day March, which begins at 11:30am at Indigenous Services, located at 10 Rue Wellington in Gatineau, and ends on Parliament Hill. On this day of mourning, wear orange to show your support for Indigenous peoples affected by residential schools; donate to Indigenous organizations, such as the Indian Residential School Survivors Society; and call to action your elected officials. One of the most important things you can do as an ally is to educate oneself; read books by Indigenous authors, listen to music by Indigenous artists, read the Truth and Reconciliation Report and the 94 Calls to Action, or enroll in the University of Alberta’s free online Indigenous Canada course. If you are looking for a source of more information, follow the hashtag #CancelCanadaDay.
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Friday
Encore Ottawa is back with another installment of Season 2 of their concert series. Filmed at Shenkman Arts Centre this past winter, these pre-recorded half hour concerts air back to back on Friday nights. This week features performances by rock duo Double Experience and alternative pop-rock group The Riot Police. If you miss it on Friday night, you can also catch it on Saturday eve or Sunday afternoon on Rogers TV. If you are curious about this season’s lineup of artists, you can check out a preview performance from all the artists at their premiere Watchparty here.
Hintonburger returns this Friday! As an ode to their beginnings, they have recreated their original Hintonburger shack at their new location at the Parkdale Market and will be serving up delicious burgers all weekend long. Come pick up some great market finds, enjoy a burger, and some Moo Shu ice cream for dessert.
Saturday
After beginning the season with a win and the first goal scored in the Canadian Premier League’s 2021 season, Atlético Ottawa takes on Valour FC of Winnipeg in their third match this year. You can stream the game, along with all of their games, on OneSoccer.ca. A subscription for the entire month will cost you less than tickets for a single in-person game. If you can’t wait to be back in the stands cheering on your team, it’s worth it to plan ahead and purchase season tickets now; they include a subscription to stream all games pre-return to the TD Place field.
Fly Market’s first market of the summer takes place this Saturday afternoon behind Top of the World and in the Clocktower’s parking lot on Bank Street, next to the highway. This is the perfect chance to snag yourself some sweet new vintage streetwear for the summer season.
The Carlington Coffee House has been working on something special and is set to reveal the results of their handiwork with their new backyard patio this Saturday from 10am to 2pm. To mark the occasion, they will be throwing a Soft Serve Backyard Takeover with pals Pascale’s All Natural Ice Cream. Order pints for pick up ahead of time here and swing by to check out the new digs and grab a coffee and some delicious soft serve.
For more of what’s happening in Ottawa, stay tuned to @apt613 on Twitter. Out snapping photos? Tag us on Instagram @apt613 for a chance to be featured on our feed. Be sure to use the hashtag #APT613 so we can share your photos!
Peoples Jewellers owner bought for US$1.4B in deal that could bring Kay Jewellers to Canada
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Share this Story: Peoples Jewellers owner bought for US$1.4B in deal that could bring Kay Jewellers to Canada
Peoples Jewellers owner bought for US$1.4B in deal that could bring Kay Jewellers to Canada Two of the U.S.' biggest diamond sellers — including the owner of Canada’s Peoples Jewellers and Mappins — have agreed to a multi-million dollar marriage of convenience
Article content Two of the U.S.’ biggest diamond sellers — including the owner of Canada’s Peoples Jewellers and Mappins — have agreed to a multi-million dollar marriage of convenience.
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Article content Signet Jewelers Ltd.’s acquisition of Zale Corporation, a deal valued at US$1.4-billion including debt, is the latest sign of industry consolidation as chains and mom-and-pop shops increasingly battle online upstarts for customers. We apologize, but this video has failed to load.
tap here to see other videos from our team. Try refreshing your browser, or Peoples Jewellers owner bought for US$1.4B in deal that could bring Kay Jewellers to Canada Back to video The top two U.S. mid-priced jewellers announced Wednesday they have entered into an agreement in which Signet will acquire all of its smaller rival’s issued and outstanding stock at US$21 in cash per share, a 41% premium over the closing price on the New York Stock Exchange a day earlier. With this acquisition Signet, the largest specialty retailer in the U.S. and the U.K., boosts its store locations from 1,900 to 3,600 and becomes the leading trinket retailer in Canada, said Mike Barnes, the chief executive and director of Signet Jewelers.
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Article content “We are not only number one in the U.S. and the U.K.; this acquisition will also make our newly combined company number one in Canada as well and it will allow us to continue building a platform for potential future geographic expansion,” he said during a conference call Wednesday. Investors seemed to like the pairing as Zale stock rose more than 40% to close at $20.92 on the New York Stock Exchange — impressive given that it hovered as low as $3.80 last March. Signet’s stock rose 18% Wednesday. The combined company will generate approximately US$6-billion in sales and more than $700-million in EBITDA, and will have nearly 30,000 associates, Mr. Barnes said. With Signet’s jewellery brands Kay and Jared, which are leaders in the mid-priced and the upper-mid-priced segments, the addition of Zale’s equally mall-friendly brands “will help us maximize our midmarket success,” he said.
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Article content The new company is also expected to see $100-million in synergies by the third year of operation, in large part due to stronger buying power and cost improvements, Signet executives said on the conference call. The Zale brand will operate as a separate standalone division within Signet, led by Zale’s chief executive Theo Killion. This acquisition, subject to shareholder approval, would cap what has been a tumultuous run over the years for Zale, and Peoples Jewellery. Peoples was founded in Toronto 1919 by the Gerstein family, which grew the business over the following decades into a chain of jewellery stores with as many as 280 locations by the 1980s. In 1986, Peoples teamed up with Switzerland’s Swarovski International to swing the junk-bond financed US$650-million purchase of Zale, which at the time was a firm more than five times its size. In 1989, the company later bought Gordon Jewelry Corp for US$311-million.
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Article content But after recession hit in the early 1990s, combined with high interest payments, Zale was pushed to the brink, filing for bankruptcy in 1992. In 1993, Peoples followed it down. In an odd twist, by 1999, a stronger, financially-healthier Zale bought Peoples Jewellery for US$115-million. Many years later, consolidation in the jewellery industry at all price points continues, said David Wu, luxury goods analyst at Telsey Advisory Group in New York. Hamilton, Bermuda-based Signet had previously discussed buying Zale but those talks ended in 2006 after Zale’s board decided to stay independent, according to Bloomberg. After Zale saw slumping sales in recent years, it embarked on a multi-year restructuring which is “starting to bear fruit”, said Mr. Wu, drawing a suitor.
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Article content Zale Corp.’s holiday sales results showed overall comparable store sales up 2%, with Zales’ branded stores up 4.4% and Peoples performing strongly at 2%. Mappins, however, saw sales drop more than 6%. In both Canada and the U.S., this sector of retail remains fragmented with independent retailers and mom-and-pop stores competing with the jewellery giants, but consolidation is increasing as chains look to benefit from economies of scale. “Consolidation has been happening, but at a very slow pace,” Mr. Wu. said. “This acquisition does speed up the pace.” The U.S. jewellery industry is also consolidating as stores face online challengers such as Blue Nile Inc., Ken Gassman, president of the Jewelry Industry Research Institute, told Bloomberg. Mr. Wu said the deal potentially allows to roll out its brands north of the border and providing Zale with access to “best in class” management. “It really gives Signet an entry way into the Canadian market,” he said. “I wouldn’t be surprised if Signet uses some of the real estate it currently has in Canada and potentially convert some of the underperforming Mappins stores into potentially a Kay store or a Jared store…. which I think would be very well-received.” With files from Bloomberg
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Allegations Are Subject To Higher Scrutiny When Made Against Personal Defendants
Introduction
In Matlock v. Ottawa-Carleton Standard Condominium Corporation,1 McCague Borlack LLP’s Martin Smith, on behalf of the Defendants, successfully opposed the Plaintiff’s motion to amend his Statement of Claim to enhance his claim against the individual board member Defendants and add an additional board member as a party. In response, the Defendants also advanced a crossclaim striking the claims against the board member Defendants in their entirety.
The issue before the Ontario Superior Court of Justice was whether the Plaintiff’s proposed Amended Statement of Claim plainly and obviously disclosed a reasonable cause of action against the board member Defendants.
Background Facts
The Plaintiff claimed that after he purchased his condominium unit, he discovered various deficiencies including problems with the elevators, the heat actuator controllers, the fire suppression system, the masonry, flooding, sewer gas as well as poor cleaning services.
In the initial Statement of Claim, the Plaintiff not only claimed against the Condominium Corporation but also against several board members personally. However, the board member Defendants asserted that the pleadings had not established a reasonable cause of action against them personally and advised that they would move to strike the claim against them. The Plaintiff responded by proposing amendments to the Statement of Claim. These amendments attempted to strengthen the claim against the board member Defendants and add a board member as an additional Defendant.
No Reasonable Cause of Action is Found Against the Board Member Defendants
Past case law2 asserts that Plaintiffs must differentiate allegations levelled against a corporation from those against the personal Defendants to have a successful claim. The Plaintiff cannot simply extend their claim to include individual board members concerning undisclosed efficiencies or a failure to repair deficiencies. To establish personal liability for employees or officers of limited companies, it must be determined that they acted in a way that was tortious or presented a separate interest that was distinct from the company. Claims against personal Defendants are subject to higher scrutiny. In ScotiaMcLeod Inc. v. Peoples Jewellers Ltd.,3 the court asserted that unless there is evidence of “fraud, deceit, dishonesty or want of authority on the part of employees or officers,” it is unlikely that officers or employees of limited companies will be found personally liable.
In this case, the Court concluded that there was nothing in the pleadings to suggest that the conduct of the personal Defendants was distinctly tortious or separate from the actions of the Condominium Corporation. Although, the Plaintiff tried to separate the two claims by stating that the claim against the Condominium Corporation resulted from its failure to disclose deficiencies and repair various common elements, whereas the claim against the personal Defendants resulted from alleged negligence in their decision-making process. It was the Courtâ?Ts view that:
Given that a corporation is an inanimate piece of legal machinery incapable of thought or action, the Court can only determine its legal liability by assessing the conduct of those who caused the company to act in the way that it did. The liability of the Condominium Corporation flows from the decision making of the individuals. There is no real distinction.4
Therefore, the Court held that it was plain and obvious that the Plaintiff could not succeed against the individual board member Defendants in the action as originally pleaded or in the proposed amendments and the claims were stuck from the pleadings.
Claims Must Particularize and Differentiate Allegations Against Each of the Defendants
Case law asserts that any claim against personal Defendants must be individually pleaded. The Plaintiff cannot make blanket allegations against the Defendants, as this does not allow for the personal Defendants to sufficiently understand the case against them to raise an effective defence. Therefore, where claims are unparticularized and undifferentiated, that alone is sufficient to strike a claim.5
In this case, with the expectation of one Defendant, the pleadings consist of the same allegations against all Defendants. Even the effort made to refine the pleadings concerning negligence in the Amended Statement of Claim lumps together the Defendants without differentiating material facts that could support a claim against each individual. Therefore, the Court asserted that any allegations against the personal Defendants that are lumped together without distinguishing material facts against each individual ought to be struck.
Conclusion and Takeaway
The Court ruled that the Plaintiff’s proposed amendments were wholly deficient to establish a reasonable cause of action against the individual defendant board members. As such, the Court did not allow the Plaintiff to amend his Statement of Claim and the pleadings against the personal Defendants were struck in their entirety.
From the defence perspective, the decision highlights the importance of reviewing the pleadings to ascertain if allegations levelled against personal Defendants are distinct from those against the corporation. If a Plaintiff is advancing a claim which is not properly pled in the Statement of Claim, the defence may be able to strike the pleadings where no reasonable cause of action has been established.
From the subrogation perspective, this decision highlights that if you are advancing a claim against personal Defendants, it is essential to ensure that the pleadings sufficiently differentiate the allegations against a corporation from those against the personal Defendants in the claim.
Read the full decision.
Footnotes
Matlock v. Ottawa-Carleton Standard Condominium Corporation, 2021 ONSC 390 [Matlock]. Toronto Standard Condominium Corp. No. 2123 v. Times Group Corp., 2018 ONSC 4799 (CanLII). ScotiaMcLeod Inc. v. Peoples Jewellers Ltd., (1995), 26 O.R. (3d) 481 (Ont. C.A.) [ScotiaMcLeod]. Matlock, supra, note 1 at para 31. ScotiaMcLeod, supra, note 3 at para. 23.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.