Court File No. CV-18-606163-00CL ONTARIO
SUPERIOR COURT OF JUSTICE COMMERCIAL LIST
B E T W E E N: FRANK STRONACH and ELFRIEDE STRONACH Plaintiffs - and BELINDA STRONACH IN HER PERSONAL CAPACITY AND IN HER CAPACITY AS TRUSTEE OF THE BELINDA STRONACH 445 FAMILY TRUST, THE ANDREW STRONACH 445 FAMILY TRUST AND THE 445327 TRUST, ALON OSSIP IN HIS PERSONAL CAPACITY AND IN HIS CAPACITY AS TRUSTEE OF THE ANDREW STRONACH 445 FAMILY TRUST AND THE 445327 TRUST, FRANK WALKER IN HIS CAPACITY AS TRUSTEE OF THE BELINDA STRONACH 445 FAMILY TRUST AND THE ANDREW STRONACH 445 FAMILY TRUST, NICOLE WALKER IN HER CAPACITY AS TRUSTEE OF THE BELINDA STRONACH 445 FAMILY TRUST AND THE ANDREW STRONACH 445 FAMILY TRUST and STRONACH CONSULTING CORP. Defendants STATEMENT OF DEFENCE DEFENCE AND COUNTERCLAIM COUNTERCLAIM OF BELINDA BEL INDA STRONACH
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2 OVERVIEW OVERVIEW ................................................ ......................................................................... .................................................. ..................................... ............ 5 THE PARTIES AND BENEFICIARIES ................................................. ..................................................................... .................... 9
i.
Belinda Belinda Stronach Stronach.......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ....... .. 9
ii.
Alon Ossip Ossip............ ................. .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ........ ... 11
iii. Frank Walker and and Nicole Walker ................................................ .................................................................. .................. 12 iv. Stronach Consulting Corp. ................................................. .......................................................................... ........................... 13 v. Elfriede Elfriede Stronac Stronach h............ ................. .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ........ ... 13 vi. Frank Stronach......................... Stronach.................................................. .................................................. ........................................... .................. 14 vii. Andrew Stronach............................................... ........................................................................ ........................................... .................. 17 viii. Selena Stronach Stronach................................................ ......................................................................... ........................................... .................. 17 THE STRONACH GROUP .................................................. ........................................................................... ................................... .......... 18
i.
Overview Overview .......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ....... .. 18
ii.
TSG Busines Business s Segment Segments s ......
. 19
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3 f.
Establis Establishmen hmentt of the 445327 Trust Trust .......... ............... .......... .......... .......... .......... .......... .......... .......... ....... .. 37
g. Magna Magna and MID Transac Transactions tions ......... .............. .......... .......... .......... .......... .......... .......... .......... .......... .......... ..... 37 ii.
2011-20 2011-2017 17 .......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ..... 38 a. Establis Establishmen hmentt of TSG .......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ....... 38 b. Belinda Belinda and Alon Lead TSG .......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... ....... .. 39 c. 2012 Distribut Distribution ion from the Stronac Stronach h Trust Trust .......... ............... .......... .......... .......... .......... .......... ....... 39 d. Alon’s Alon’s 5% Equity Equity Interes Interestt.......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ....... .. 40 e. Transfer Transfer of Control Control from the the 445327 445327 Trust Trust to the Belind Belinda a 445 Trust Trust:: the October 2013 Distributions Distributions ................................ ......................................................... ........................... 40 f.
Frank Frank Resig Resigns ns from from All All Posit Positions ions as a Result Result of Austr Austrian ian Polit Political ical Ambitions; Frank Jr. Jr. and Nicole Nicole are Appointed Appointed as Trustees.............. 43
g. Blank-Da Blank-Dated ted Trustee Trustee Documents Documents ........... ................ .......... .......... .......... .......... .......... .......... .......... ........ ... 44 h. Frank’s Frank’s Departure Departure from Austrian Austrian Politics Politics .......... ............... .......... .......... .......... .......... .......... ........ ... 47 47
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4 iii. No Unlawful Unlawful Means Conspiracy Conspiracy ................................................. ................................................................... .................. 68 iv. No Fraudulent Fraudulent Concealment Concealment .................................................. ........................................................................ ...................... 68 v. No Breach Breach of Contrac Contractt.......... ............... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... .......... ....... .. 69 vi. No Unjust Enrichment Enrichment ............................................... ........................................................................ ................................... .......... 69 vii. No Losses, Damages Damages or Harm ............................................... ..................................................................... ...................... 70 viii. Historical Claims are Statute-Barred Statute-Barred .................................................. ............................................................ .......... 70 COUNTERCLAIM COUNTERCLAIM ................................................. ........................................................................... ................................................... .............................. ..... 71 A. FUNDS GIFTED TO FRANK FOR HIS AUSTRIAN AUSTRIAN POLITICAL CAMPAIGN ....... 72 B. FUNDS FUNDS GIFTED GIFTED TO FRANK FRANK FOR HIS HIS AUSTRIAN TAX SETTLEMENT SETTLEMENT .......... .............. .... 73
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5 1.
Belinda Stronach (“ Belinda ”) admits the allegations contained in paragraphs 2-3,
12, 14, 17-18, 21, 23, 35, 41, 44 (except with respect the Stronach Trust having been the entity that received the assets referred to in that paragraph), 53 (except with respect to TSG being conceived of and implemented over a period of several decades), 54 (except with respect to The Stronach Group (“ TSG”) producing numerous Triple Crown champion horses), 59, 86, 88, 91, 97 and 123 of the Statement of Claim. 2.
Belinda has no knowledge of the allegations contained in paragraphs 95-96 of the
Statement of Claim.
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6 She has paid particular attention to ensuring that TSG is operated in a manner that is to the benefit, rather than the detriment, of future generations. 5.
The conflict that underlies this lawsuit is a fundamental disagreement over the
proper test to be applied to managing the business and affairs of TSG. Frank Stronach (“Frank ”) firmly believes that, having been the principal creator of the family wealth, he may direct the business and affairs of TSG as he sees fit. Belinda and other TSG management firmly believe that their obligation is to manage the business and affairs of TSG in a prudent manner that is in the best interests of TSG and its stakeholders.
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7 9.
All members of the Stronach family, and especially Frank, have been able to live
in a manner that reflects the family’s substantial wealth. Belinda has not treated herself in a manner that has been more favourable than the treatment of other family members. Prior to the commencement of this lawsuit, counsel for all members of the family were given access to, among other information, the 445 Trusts’ foundational documents and
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8 commissioning of two bronze statues of a 12-storey high Pegasus horse defeating a dragon (one of which is at the TSG-owned Gulfstream Park in Florida; the other is in storage in China). Most significantly, Frank became obsessed with building a farm-totable food business premised on the growth of the grass-fed beef industry. Independent expert assessments of this proposed business have demonstrated that the farm-to-table
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9 proposal was not accepted by the plaintiffs , without them even taking the step of testing its fairness with an independent valuator. 14.
Rather than work constructively within the family, the plaintiffs plaintiff s have levelled
unfounded allegations at the defendants in this lawsuit. These allegations are known by
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10 racing (“BTR ”). As the real estate development business is closely connected to R&G, the agriculture and BTR businesses are referred to herein as the “ Non-R&G ” businesses. Most of the TSG entities are controlled by the 445 Trusts. The 445 Trusts indirectly own 100% of 445327 Ontario Limited (“ 445 Lim ited ”) in varying proportions described below. 445 Limited is the corporate entity that directly or indirectly owns the substantial majority
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11 becoming CEO and President in 2011, President and Co-Chair (with Frank) in February 2012, and Chair and President thereafter. 22.
Under the leadership of Belinda and Alon, TSG has almost doubled its annual
revenue and is generating significant positive cash flow. The R&G segment in particular
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32 c.
96.
Other
The Alpen House group owns land in Aurora, Ontario, including the Stronach
family homes and the family horse farm. It also directly or indirectly owns some United States real estate (Midway Kentucky Farm). The group is indirectly owned by four trusts, and by Frank, who holds preferred shares of an entity in the group. Elfriede and Belinda are the trustees of two of the trusts which are for the primary benefit of Elfriede, Belinda and her issue. Elfriede and Andrew are the trustees of the other two trusts which are for the primary benefit of Elfriede, Andrew and his issue. 97.
The Primel
includes
number of European entities. The group’s main asset
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33 managed business that operates in accordance with sound business strategies and principles of good governance developed by TSG’s experienced, professional management team and expert external advisors. This litigation is the result of a clash between TSG’s professionally-developed, sound business strategies intended to create and maintain wealth for future generations of the Stronach family, and Frank’s refusal to accede to these sound business strategies in the context of projects that he cares deeply about but that have proven to be non-viable or are underperforming. The key events that led up to this litigation, or that otherwise help to contextualize the dispute, are set out in the section below.
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34 of Magna’s effort to avoid bankruptcy. These projects were in addition to other idiosyncratic projects Frank pursued with his own personal funds during this time period. 102.
By the late 1980s, there was a growing view among Magna stakeholders that
Frank was distracted from his duties duti es as CEO. This perception was validated in 1988 when Frank stepped down as CEO of Magna to run for a seat in Canada’s federal Parliament. His bid for the seat was ultimately unsuccessful. Frank did not resume his CEO position after the election although he did continue to serve as Chairman. b.
Magna on the Brink of Bankruptcy
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35 c.
105.
Establishment of the Stronach Trust
In February 1991, Frank settled the Stronach Trust for the benefit of Frank, Elfriede
and their issue. Frank, Elfriede, Belinda and Andrew were all named as trustees of the Stronach Trust, which was a discretionary trust. 106.
Frank transferred all of the shares of 445 Limited (which owned Magna Class B
Shares) to the Stronach Trust at the time of its settlement, transferring legal control of Magna from Frank to the trust. A provision in the trust indenture gave Frank the unilateral power to appoint or remove trustees at his discretion, and he continued to exercise de facto control over Magna following the settlement of the Stronach Trust.
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36 transatlantic airline called “Magna Air” which would feature airplanes outfitted with beds and electronic devices for business travelers. 110.
As noted above, these diversions from Magna’s core automotive-related automotive-rela ted business
led to significant shareholder shareholder dissatisfaction dissatisfaction in the late 1990s, which was only subdued when Magna entered into the Forbearance Agreement and spun out its non-automotive, non-real estate assets into MEC. Shortly after the Forbearance Agreement expired in 2006, Magna launched an energy drink project (which was in development since 2001) and proposed to sell a product called “Frank’s “Fran k’s Energy Drink” in Canada, the United Un ited States and Austria, which included an advertising campaign featuring lederhosen-clad women
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37 113.
By the time Belinda became Magna’s CEO in 2001, Frank was no longer involved
in Magna’s day-to-day automotive business. He was focused instead on his personal interests and on managing MEC’s R&G investments. 114.
During this time, Belinda was widely recognized and lauded by global global media and
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38 of which were owned by the 445327 Trust 11) received directly or indirectly cash and other assets valued at approximately US$1.45 to US$1.6 billion, including the MEC racing and gaming assets and related real estate assets that had been owned by MID immediately prior to the Magna and MID Transactions.
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39 b.
120.
Belinda and Alon Lead TSG
Alon and Belinda have held senior management roles at TSG since 2011. As noted
above, although Frank occasionally provided broad strategic advice with respect to the R&G segment, he was largely preoccupied with his agricultural pursuits and left day-to-
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40 Special Shares. Accordingly, at this time, Frank ceased to have any legal or beneficial interest in 445 Limited. 12 d.
123.
Alon’s 5% Equity Interest
In July 2013, at Frank’s initiative, a term sheet was entered into granting Alon a
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41 contemplated, including by Frank, that Belinda would control TSG, which would be managed with the involvement of professional managers. 126.
In August 2013, after various various allocations of the 445 Limited shares were
considered and discussed with legal counsel and/or other advisors, various family
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62 192.
Belinda, Frank and other family members signed a non-binding memorandum of
understanding in May 2017 regarding Frank’s management of Adena Farms, with a budget for its capital expenditures and operational costs (the “ MOU”). As a condition to receiving the funding contemplated by the MOU, Frank agreed to provide a detailed business plan to TSG management for its approval and limit his use of the corporate aircraft to North American flights on most occasions. He further assured Belinda and other members of management that no additional funding was required for Adena Farms aside from what was budgeted budgeted in the the MOU. The MOU contemplated contemplated that that Belinda’s sign-off sign-off would be required for any expenditure in excess of US$1 million.
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63 195.
With respect to Adena Farms, following attempts by Belinda and others within TSG
management to try to work with Frank Fran k to develop a viable business plan for Adena Farms, external experts were commissioned to perform independent reviews of the business. Each of these concluded that the Adena Farms business, as envisioned by Frank, was not viable in the near, medium or even long-term. TSG management continues to evaluate and restructure this business, and under these plans the 2019 budget forecasts a profit. 196.
With respect to Adena Golf, due to its continued operating losses and low
membership, TSG management initiated a strategic review in July 2017. Management
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64 v. 198.
Frank’s Disruptions at TSG
Frank’s disruptive behaviour and improper conduct at TSG have only increased
since the initiation of TSG management’s strategic reviews and, in particular, its decision to sell underperforming and non-core assets. The following are examples of this conduct: a. in the summer of 2017 and/or at subsequent times, Frank approached Frank Jr. and Nicole and attempted to pressure them into signing documentation supporting his appointment as a trustee; b. in the summer of 2018, without proper legal legal authority, Frank improperly
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65 relationships to do so. This has created uncertainty and confusion among employees and has had a negative effect on morale; and d. Frank has taken steps to preclude SCC from accessing funds in one or more of its bank accounts. vi. 199.
Proposal for Division of Family Assets
By mid-2018, it was clear that Frank (with the support of Elfriede and Andrew) had
a very different view from Belinda and other TSG management as to how the business should be operated. In an attempt to create family peace and respond to their wishes, in
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66 200.
Belinda also proposed that as a next step in determining whether to proceed with
the proposal, the family obtain an independent valuation of the assets to assist family members in determining whether the proposal was fair. Despite Desp ite the fact that this valuation process was proposed as non-binding, the proposal went unanswered. vii. 201.
Provision of Information to Beneficiaries
In 2018, Belinda, the other trustees of the 445 Trusts and TSG received various
requests for information relating relati ng to the 445 Trusts and TSG corporate entities from certain family members, including Andrew.
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67 provide the particulars required by Rule 25.06(8) of the Rules of Civil Procedure , RRO 1990, Reg 194. i. 204.
No Oppression
Belinda denies that the plaintiffs are entitled to an oppression remedy under s. 248
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68 and has disclosed material information to the Beneficiaries. Furthermore, as a trustee of the 445327 Trust and the Andrew 445 Trust, Elfriede explicitly or implicitly consented to or acquiesced in decisions made by the trustees of those trusts, has released Belinda and the other trustees from any liability in respect of those decisions and/or is otherwise estopped from asserting any claims in respect of those decisions.
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69 v. 211.
No Breach of Contract
Belinda denies that she breached any contract or agreement with the plaintiffs.
She further and specifically denies the allegations in paragraph 163 of the Statement of Claim, relating to the MOU.
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70 vii. 214.
No Losses, Damages or Harm
Belinda denies that the plaintiffs plaintiff s suffered any losses, damages or harm as alleged
in the Statement of Claim, or at all, and puts the plaintiffs to the strict proof thereof. 215.
In the alternative, if the plaintiffs did suffer any losses, damages or harm (which is
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71 COUNTERCLAIM
219.
Belinda, in her personal capacity, claims against Frank for: a. a declaration that Belinda is entitled to the return of approximately $14.3 million from Frank, together with any interest that may have accrued on that
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