Court File No. CV-18-592103-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

B E T W E E N:

COMFORT CAPITAL INC., THE BANK OF NOVA SCOTIA TRUST COMPANY, E. MANSON INVESTMENTS LTD., FENFAM HOLDINGS INC., 593651 ONTARIO LTD., 1031436 ONTARIO INC., ALRAE INVESTMENTS INC., BARRY SPIEGEL, SHARON NIGHTINGALE, DAVID SUGAR, PHYLLIS SUGAR, NATIONAL TIRE LTD., 1119778

ONTARIO LIMITED, 1415976 ONTARIO LIMITED, ALRAE INVESTMENTS INC., BAMBURGH HOLDINGS LTD., BEVERLEY GORDON, DIANE GRAFSTEIN,

RICHARD GRUNEIR, B. & M. HANDELMAN INVESTMENTS LTD., RIDGEWAY OCCUPATIONAL CONSULTANTS INC., YERUSHA INVESTMENTS INC., MIHAL TYLMAN, A. ELIEZER KIRSHBLUM, 593651 ONTARIO LIMITED, THE BANK OF

NOVA SCOTIA TRUST COMPANY IN TRUST FOR BAILEY LEVENSON, THE BANK OF NOVA SCOTIA TRUST COMPANY IN TRUST FOR ROSEMONDE KELLY, ANNE HANDELMAN, YERUSHA INVESTMENTS INC., CELMAR INVESTMENTS CORP., BEVERLEY GORDON, PHILGOR INVESTMENTS LTD., BRILLIANT INVESTCORP INC., MAXOREN INVESTMENTS, 2227046 ONTARIO LIMITED, DAST PROPERTIES

LIMITED, TOVA MARKOVZKI, JOSEPH SUCKONIC and B. & M. HANDELMAN INVESTMENTS LIMITED

Applicants

- and –

ANNIE YERETSIAN, 2399029 ONTARIO INC., 2457674 ONTARIO INC., MOSS DEVELOPMENT LTD. and TERRY WILSON

Respondents

MOTION RECORD OF BRAUTI THORNING LLP (Motion for Release of Funds for Outstanding Legal Fees, returnable June 6, 2019)

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May 7, 2019 BRAUTI THORNING LLP 161 Bay Street, Suite 2900 Toronto, ON M5J 2S1

Caitlin Fell (LSO No. 60091H)Tel: 416-304-7002Email: cfell@btlegal.ca

L. Leslie Dizgun (LSO No. 27993E) Tel: 416-306-2955Email: ldizgun@btlegal.ca

Fax: 416.362.8410

Lawyers for the moving party, BRAUTI THORNING LLP

TO: SERVICE LIST

INDEX

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Court File No. CV-18-592103-00CL

ONTARIO SUPERIOR COURT OF JUSTICE

COMMERCIAL LIST

B E T W E E N:

COMFORT CAPITAL INC., THE BANK OF NOVA SCOTIA TRUST COMPANY, E. MANSON INVESTMENTS LTD., FENFAM HOLDINGS INC., 593651 ONTARIO LTD., 1031436 ONTARIO INC., ALRAE INVESTMENTS INC., BARRY SPIEGEL, SHARON NIGHTINGALE, DAVID SUGAR, PHYLLIS SUGAR, NATIONAL TIRE LTD., 1119778

ONTARIO LIMITED, 1415976 ONTARIO LIMITED, ALRAE INVESTMENTS INC., BAMBURGH HOLDINGS LTD., BEVERLEY GORDON, DIANE GRAFSTEIN,

RICHARD GRUNEIR, B. & M. HANDELMAN INVESTMENTS LTD., RIDGEWAY OCCUPATIONAL CONSULTANTS INC., YERUSHA INVESTMENTS INC., MIHAL TYLMAN, A. ELIEZER KIRSHBLUM, 593651 ONTARIO LIMITED, THE BANK OF

NOVA SCOTIA TRUST COMPANY IN TRUST FOR BAILEY LEVENSON, THE BANK OF NOVA SCOTIA TRUST COMPANY IN TRUST FOR ROSEMONDE KELLY, ANNE HANDELMAN, YERUSHA INVESTMENTS INC., CELMAR INVESTMENTS CORP., BEVERLEY GORDON, PHILGOR INVESTMENTS LTD., BRILLIANT INVESTCORP INC., MAXOREN INVESTMENTS, 2227046 ONTARIO LIMITED, DAST PROPERTIES

LIMITED, TOVA MARKOVZKI, JOSEPH SUCKONIC and B. & M. HANDELMAN INVESTMENTS LIMITED

Applicants - and –

ANNIE YERETSIAN, 2399029 ONTARIO INC., 2457674 ONTARIO INC., MOSS DEVELOPMENT LTD. and TERRY WILSON

Respondents

NOTICE OF MOTION OF BRAUTI THORNING LLP (Motion for Release of Funds for Outstanding Legal Fees)

THE MOVING PARTY, Brauti Thorning LLP (“BT Legal”) will make a motion to the

Honourable Justice Chiappetta at the Commercial List, on June 6, 2019, at 10:00 am, or as soon

after that time as the motion can be heard at 330 University Avenue, Toronto, Ontario.

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PROPOSED METHOD OF HEARING: The motion is to be heard orally.

THE MOTION IS FOR:

1. an Order releasing an additional $300,750.48 to BT Legal for legal fees, disbursements and

interest accrued thereon (“Outstanding Fees”);

2. costs of this Motion; and

3. such further and other relief as counsel may advise and this Honorable Court may seem fit

to grant.

THE GROUNDS FOR THE MOTION ARE:

Relationship

4. Each of Canada Capital Corporation, Canada Investment Corporation 2399194 Ontario

Inc., Terry Wilson, World Finance Corporation, Pillar Capital Corporation, 2457674

Ontario Inc. and Skymark Properties Inc. (collectively, the “Clients”) engaged BT Legal

in April 2018 to assist them with these receivership proceedings and the receivership

proceedings involving the Birchmount property. The Clients agreed to the terms of BT

Legal’s retainer, which included among other terms, that they would pay interest at a rate

of 11. 5% on all unpaid balances after 30 days.

5. In the Main Receivership Proceedings, the properties comprising and commonly known as

“High Point”, “Malmo”, “Bridge Street”, “Caldwell”, “Loyalist”, and “Barrie”

(collectively, the “Properties”) were subject to the receivership. In respect to the

Properties, our Clients informed us that they held the following:

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a. Canada Capital Corporation held a first mortgage over High Point;

b. Canada Investment Corporation held a mortgage over Caldwell;

c. Terry Wilson as nominee has an ownership interest in Loyalist;

d. Terry Wilson as nominee has an ownership interest in Barrie; and

e. 2399029 Ontario Inc. held an interest in Malmo.

6. In the Birchmount receivership proceedings, the property comprising and commonly

known as the Birchmount property (the “Birchmount Property”) was subject to the

Birchmount receivership. In respect to the Birchmount Property, our Clients informed us

that they held the following:

a. Pillar Capital Corporation held a first mortgage over Birchmount; and

b. World Finance Corporation held a third mortgage over Birchmount.

Freezing of Funds

7. Pursuant to the Endorsement of the Honourable Justice Dunphy, dated August 3, 2018, it

was ordered that the proceeds from the sale of various properties, including from High

Point, Caldwell, Malmo, Loyalist, Bridge and Birchmount, which proceeds would

otherwise be distributed the Clients as applicable, would be held with the Court or the

Receiver pending the determination of various claims made against the Clients.

8. A Mareva order does not give a party security or priority over the claims of other unsecured

creditors in the debt collection process. Potential creditors holding a Mareva injunction

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cannot hold a preferred position over other legitimate creditors. BT Legal is a proven creditor

who is owed money in respect of legal services provided to the Clients.

Legal Fees

9. BT Legal is currently owed by the Clients the sum of $300,750.48, which amount

represents arrears for legal fees and disbursements incurred on behalf of the Clients in the

Main Receivership Proceedings and the Birchmount Receivership Proceedings as well as

accrued interest at a rate of 11.5%.

Direction

10. On July 7, 2018, the Clients provided BT Legal with a signed direction by each of the

Clients which provides that each of the Clients irrevocably directs that any monies of the

Clients being held in the Main Receivership Proceedings or the Birchmount Receivership

Proceedings shall be paid to BT Legal and shall be applied to outstanding legal accounts

owing by any of the Clients to BT Legal.

Only Assets Available

11. The proceeds from the sale of various assets currently being held by the Court and/or the

Receiver, pending determination of claims against the Clients, represent the only available

assets of the Clients.

12. In these receivership proceedings and the Birchmount receivership proceedings, no

claimant has yet to demonstrate or adduce sufficient evidence that the funds being held by

the Court or the Receiver are proprietary in nature.

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13. Rules 1.05, 3.02, 37, 57.03, and 59 of the Rules of Civil Procedure.

14. Such other or further grounds as the lawyers may advise.

THE FOLLOWING DOCUMENTARY EVIDENCE will be used at the hearing of this motion:

a. The Affidavit of Mark McGlennon, sworn May 7, 2019 and the exhibits attached

thereto; and

b. Such further and other material as counsel may advise and this Honorable Court

may permit.

May 7, 2019 BRAUTI THORNING LLP 161 Bay Street, Suite 2900 Toronto, ON M5J 2S1

CaitlinFell (LSO No. 60091H)Tel: 416-304-7002Email: cfell@btlegal.ca

L. Leslie Dizgun (LSO No. 27993E) Tel: 416-306-2955Email: ldizgun@btlegal.ca

Fax: 416.362.8410

Lawyers for the moving party, BRAUTI THORNING LLP

TO: SERVICE LIST

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Court File No. CV-18-592103-00CL COMFORT CAPITAL INC. et al. Applicants

-and- ANNIE YERETSIAN et al Respondents

ONTARIO SUPERIOR COURT OF JUSTICE

(Commercial List)

Proceedings commenced at Toronto

MOTION RECORD OF BRAUTI THORNING LLP

(Motion for Release of Funds for Outstanding Legal Fees, returnable June 6, 2019)

BRAUTI THORNING LLP 161 Bay Street, Suite 2900

Toronto, ON M5J 2S1

Caitlin Fell (LSO #60091H) Tel: 416.304.7002

Email: cfell@btlegal.ca

L. Leslie Dizgun (LSO No. 27993E)Tel: 416-306-2955

Email: ldizgun @btlegal.ca

Fax: 416.362.8410

Lawyers for the moving party, BRAUTI THORNING LLP