Statement of Defence of Frank Walker and Nicole Walker

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 S TRONACH 445 FAMILY TRUST, THE ANDREW STRONACH 445 FAMILY TRUST AND THE 445327 TRUST; ALON OSSIP IN HIS PERSONAL CAPAC ITY AND IN HIS CAPACITY AS TRUSTEE OF THE ANDREW S TRONACH 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 S TRONACH 445 FAMILY TRUST AND THE ANDREW STRONACH 445 FAMILY TRUST and STRONACH CONSULTING CORP. Defendants

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-2(d)

paragraph 14;

(e)

paragraphs 17-18;

(f)

with respect to paragraph 20, that Stronach Consulting Corp. is the business entity that owns and operates a number of assets of The Stronach Group, either directly or indirectly;

(g)

paragraph 30;

(h)

with respect to paragraph 31, that Frank Sr. settled the Stronach Trust in February







-3(q)

2.

paragraph 97.

As this Statement of Defence will address on ly those factual allegations and claims which

are made against Frank W. and Nicole in their capacities as trustees, for purposes of this pleading, Frank W. and Nicole have no knowledge in respect of the allegations contained in paragraphs 10, 11, 21-24, 26-28, 39-51, 70-71, 73 and 125 of the Statement of Claim.

3.

Except as otherwise admitted herein, Frank W. and Nicole deny all other allegations

contained in the Statement of Claim and put the plaintiffs, Frank Sr. and his wife Elfriede, to the strict proof of each of them. Frank W. and Nicole deny that the Plaintiffs are entitled to any of the







-4States, the Adena Golf and Country Club located in Ocala, Florida, horse breeding operations, horse retirement programs, an electronic bike business and a casino/racetrack and real estate in Austria. The non-racing and gaming division represents the non-core assets of The Stronach Group’s business and many elements of this division have been under-performing in recent years, including the agricultural business which was established in or ab out 2008.

7.

Adena Farms is the main component of The Stronach Group’s agricultural business. Adena

Farms is a “farm to table” food company with a focus on American grass-fed beef. As part of the agricultural business, The Stronach Group owns, among other things, 90,000 acres of farm land in Ocala, Florida where grass-fed cattle are raised and also owns a slaughter house and beef







-5limited and at all times remained subject to the control that Belinda exerted over The Stronach Group more generally.

11.

Andrew Stronach (“Andrew”), Frank Sr.’s son and Belinda’s brother, has not been

significantly involved in any of The Stronach Group’s businesses. Andrew is not a party to the within action.

12.

Frank W. is Belinda’s son and since his graduation from Wilfred Laurier University in

2013 with an Honours BBA International Business degree, he has been involved in The Stronach Group. Frank W. is, or has been, a director, officer or trustee of various corporations and trusts







-615.

Elfriede was the original trustee of the 445327 Trust. Belinda was also appointed as a

trustee on February 14, 2012, resigned this position prior to the distributions that were done in October 2013 as described in paragraphs 19 and 20 below, and was re-appointed as a trustee on January 1, 2015 along with Alon. The beneficiaries of that trust are Elfriede, Belinda, Andrew, Selena Stronach (“Selena”) (Andrew’s daughter), Frank W. and Nicole.

16.

Frank Sr. is neither a beneficiary nor a trustee of the 445327 Trust.

17.

In or about 2011 and 2012, the trustees of the 445327 Trust and various Stronach family

members began considering how the assets held by 445327 Co. were to be allocated among









-720.

Following the reorganization described in paragraph 17 above, which was effected on

October 31, 2013, the assets of the 445327 Trust are held in the following manner:

(a)

67.4% of the common shares in 445327 Co. are held indirectly by the newly created Belinda Trust through a separate wholly-owned holding company;







-823.

With respect to the Andrew Trust, the beneficiaries of that trust are Andrew and Selena.

Any trusts created for the benefit of Belinda, Frank W. and Nicole are also beneficiaries of the Andrew Trust (as are any corporations the shares of which are owned by any such trust), but no income or capital distributions can be made to these entities unless Frank Sr. is a trustee of the Andrew Trust at the time of the distribution. The original trustees of the Andrew Trust were Frank







-9 beneficiaries of each trust in such proportion as the the trustees see fit. fit. At its highest, highest, these provisions enable Frank Sr., during only that period when he is a trustee (which he has not been since November 29, 2013), to determine the amount distributed from each of the Belinda Trust and the Andrew Trust to each trust’s respective beneficiaries. This power only applies to the distribution of assets within each trust itself; it does not contemplate the transfer of assets between the Belinda







-1030.

Pursuant to section 9.7(b) of the Trust Indentures, where Frank Sr. ceases to be a trustee of

the Belinda Trust or Andrew Trust, Frank W. and Nicole are to be appointed as trustees in his place. Accordingly, immediately following Frank Sr.’s resignation, Frank W. and Nicole were appointed as trustees of the Belinda Trust and Andrew Trust on November 29, 2013.







-1134.

Accordingly, in or about December 2013, Frank W. and Nicole executed, but did not date,

instruments purporting to resign their positions as trustees of the Belinda Trust and Andrew Trust. Belinda, Elfriede and Alon also executed, but did not date, an instrument providing for the appointment of Frank Sr. as co-trustee of the Andrew Trust and Belinda T rust in the place of Frank W. and Nicole.









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Statement of Defence of Frank Walker and Nicole Walker

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