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Court File No.:
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
THE HONOURABLE JUSTICE MORAWETZ
)
Wednesday, October 15, 2014
BY:
CERTAS HOME AND AUTO INSURANCE COMPANY, DESJARDINS FINANCIAL
SECURITY LIFE ASSURANCE COMPANY, THE PERSONAL INSURANCE
COMPANY, 9294-2150 QUÉBEC INC., FÉDÉRATION DES CAISSES DESJARDINS DU
QUÉBEC (collectively, “Desjardins”), STATE FARM MUTUAL AUTOMOBILE
INSURANCE COMPANY, STATE FARM FIRE AND CASUALTY COMPANY, STATE
FARM INTERNATIONAL HOLDING COMPANY, AND STATE FARM
INTERNATIONAL LIFE INSURANCE COMPANY LTD. (collectively, “State Farm”)
Applicants
APPLICATION UNDER rules 14.05(3)(d), (g) and (h) of the Rules of Civil Procedure, relating
to the purchase of the Canadian business of State Farm by Desjardins
INITIAL ORDER
THIS MOTION, made by the applicants for directions of the court with respect to, and
under rule 16.04 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194, as amended, for
substituted service for all documents in connection with, the within application, was heard this
day at Toronto.
-2ON READING the motion record including the affidavit of Denis Dubois sworn on
October 9, 2014 and exhibits thereto (the “Desjardins Affidavit”) and the affidavit of Peter
Hanycz sworn on October 13, 2014 and exhibits thereto (the “State Farm Affidavit”), and on
hearing the submissions of counsel for Desjardins and for State Farm,
A.
DEFINITIONS
1.
In this order, the following terms have the following meanings:
(a)
“Master Transaction Agreement” or “MTA” means the Master Transaction
Agreement between Desjardins as Purchasers and State Farm as Sellers, dated
January 15, 2014, pursuant to which Desjardins will acquire the Canadian
business of State Farm;
(b)
“Affected Persons” means persons who are current, former and prospective
customers, all persons related to State Farm’s policies or accounts, such as State
Farm Payment Plan account holders, beneficiaries, drivers, account payers,
lienholders, lessors, all persons related to a current or former claim such as
claimants and witnesses, service providers, current and former agents, any other
persons identified within the “Canadian Books and Records” (as that term is
defined in the MTA), applicants for employment with State Farm and former
employees, to the extent that (despite State Farm’s notification efforts to date)
they do not yet have the required knowledge and have not yet consented to the
-3proposed disclosure of their personal information pursuant to the Transaction
contemplated under the MTA;
(c)
“PIPEDA” means Personal Information Protection and Electronic Documents
Act, S.C. 2000, c. 5.
B.
NOTICE OF HEARING OF APPLICATION RELATING TO DISCLOSURE OF
PERSONAL INFORMATION
2.
THIS COURT ORDERS that a form of notice substantially in the form of the
draft notice that is attached hereto as Schedule A is hereby approved for the purpose of notifying
Affected Persons of the proposed disclosure of personal information that is covered by PIPEDA,
and that the applicants may publish such notice in the National Edition of the Globe & Mail
within a week after the making of this order and once again during the following week.
3.
THIS COURT ORDERS, pursuant to rule 16.04, that the publication of notice in
accordance with paragraph 2 of this order shall constitute good and sufficient service and notice
of the within application, the notice of application and the application record on all Affected
Persons, that such service shall be effective on the date of the second publication of the notice,
and that all Affected Persons will be bound by any orders made on the application.
4.
THIS COURT ORDERS that this application will come on for a hearing on
November 3, 2014 to determine, in the circumstances of this case and of the transaction
contemplated by the Master Transaction Agreement:
-4(a)
the appropriate interpretation to be given to PIPEDA in relation to the disclosure
of such personal information in the circumstances of this transaction; and
(b)
the adequacy of such notice together with other communications given to
Affected Persons so that these Affected Persons have knowledge of the proposed
disclosure of their personal information and to determine whether the Affected
Persons have consented to the disclosure of such personal information;
so that Desjardins may carry on in the ordinary course the business of State Farm to be acquired
by Desjardins under the MTA.
5.
THIS COURT ORDERS that any interested party who wishes to appear at the
hearing of this application may apply to this Court by filing a notice of appearance giving not
less than seven (7) days’ notice to the applicants or upon such other notice, if any, as this Court
may order.
C.
6.
GENERAL
THIS COURT ORDERS that the applicants may from time to time apply to this
Court for advice and directions in the discharge of their powers and duties hereunder.
7.
THIS COURT HEREBY REQUESTS the aid and recognition of any court,
tribunal, regulatory or administrative body having jurisdiction in Canada or in the United States,
to give effect to this order and to the applicants, and their respective agents, in carrying out the