Forum Takes Judgment in Multi Million Dollar Lawsuit; Judgment Results in 21% of Outstanding Common Shares Cancelled and Returned to Treasury
Business Editors/Travel Writers
VANCOUVER, British Columbia–(BUSINESS WIRE)–Dec. 3, 2003
Forum National Investments Ltd. (OTCBB:FMNIF) today announced that it took judgment in the superior court of justice before Justice Paterson. The judgment was by way of settlement agreement, Forum had filed suit against former employees and agents and shareholders of the company: REMO LORENZETTO, WALTER VERBETIC, 1508812 ONTARIO INC, FAMILY VACATION CENTERS LTD, SNOWBIRD SALES AND MARKETING INC and 849092 ALBERTA LTD et al. The suit had alleged breach of contract, breach of fiduciary duty, and further, That the defendants had engaged in a pattern of misconduct aimed at destroying Forum’s relationship with its Snowbird Travel Club members and fundamentally undermining the viability of Forum’s business operations. These activities included, but were not limited to:
(a) passing themselves off to Snowbird Travel Club members and the public at large as the successors to Forum and the Snowbird Travel Club;
(b) on other occasions, falsely advising Snowbird Travel Club members that Forum, and by extension, the Snowbird Travel Club, was no longer in operation in Ontario and was unable to meet its contractual obligations or its liabilities as they come due;
(c) offering Snowbird Travel Club members the opportunity to “cash out” promissory notes payable to Forum at a discount to the amount outstanding under the promissory notes, and then converting the proceeds from such activity to their own use;
(d) making payments of funds that belong to Forum or that where held in trust for Forum for their benefit;
(e) altering the Snowbird Travel Club internet website to automatically re-direct Snowbird Travel Club members to a website operated by the defendants;
(f) establishing and operating an internet website which is specifically directed at Snowbird Travel Club members;
(g) misappropriating the assets of Forum, including the leasehold improvements, furnishings, and phone and computer systems located in the Ontario Offices;
(h) causing the landlord of the Premises located at 1601 River road East in the City of Kitchener and the landlord of the Windsor, Ontario office to enter into a new lease with Family Vacations in respect of those premises by falsely telling those landlords that Forum was insolvent;
(i) identifying the Ontario Offices as offices owned and operated by the defendants for the sale of memberships in a travel club operated by Family Vacations; and
(j) Transferring the local and toll free telephone and facsimile numbers associated with the Ontario Offices to the defendants without Forum’s authorization to do so.
HIGHLIGHTS OF THE JUDGEMENT
1) The Defendants to the Ontario Action (the “FVC Defendants”), and as applicable, their officers, directors, shareholders, agents, servants, employees, successors, assigns and those in privity with or controlled by the FVC Defendants, will not, directly or indirectly:
(a) solicit existing members of Forum’s Snowbird Travel Club in any manner and by any means to cancel their memberships in the Snowbird Travel Club and/or to convert their memberships in the Snowbird Travel Club to memberships in any travel club operated or represented by the Defendants;
(b) make any vacation or travel bookings for members of the Snowbird Travel Club;
(c) solicit members of the Snowbird Travel Club to cash-in promissory notes executed in favor of Forum by those members;
(d) represent themselves in any manner and by any means as the successor to the Snowbird Travel Club, Snowbird Vacations or Snowbird Vacations International; or
(e) Represent themselves in any manner and by any means, including on the Family Website as hereinafter defined, as being the authorized representative(s) of Forum or the Snowbird Travel Club, Snowbird Vacations or Snowbird Vacations International.
2) The FVC Defendants will delete from their website at www.familyvacationcenters.com (the “Family Website”) all references to Forum, the Snowbird Travel Club, Snowbird Vacations or Snowbird Vacations International.
3) Until February 21, 2004, the FVC Defendants will post on the Family Website a statement advising those persons visiting the Family Website that the Defendant Family Vacation Centers Ltd. (“Family”) is not associated with the Snowbird Travel Club, Snowbird Vacations or Snowbird Vacations International, and directing those Snowbird Travel Club members who may visit the Family Website to Forum’s Internet website at www.snowbirdvacations.com and to Forum’s toll free and local telephone numbers.
4) The FVC Defendants will direct all telephone and other inquiries from Snowbird Travel Club members to Forum’s local office at Suite 202, 148 York Street, London, Ontario N6A 1A9, Telephone: 519-433-1060, fax: 519-433-1056, toll-free: 1-866-261-8199.
5) The FVC Defendants will deliver to Forum, all documents in the FV Defendants’ power, possession or control which relate to the sale of Snowbird Travel Club memberships by the FVC Defendants or as applicable, their officers, directors, shareholders, agents, servants, employees, successors, assigns and those in privity with or controlled by the FVC Defendants, including original contracts with Snowbird Travel Club members, original promissory notes (the “Promissory Notes”) executed after March 1, 2002 by members of Forum’s travel club which, on their face, are stated to be held by any of Forum, Intravelnet.com, Snowbird Vacations International, Snowbird Vacations or either Snowbird Marketing or 1508812 Ontario Inc. as agent for any of the foregoing, membership lists and membership data in respect of the Snowbird Travel Club, and Forum’s sales, marketing and service manuals in respect of the Snowbird Travel Club.
6) Forum has the right to request that an independent investigation be conducted, at its cost, of the documents that the FVC Defendants were obligated to or did deliver pursuant to this judgment, The FVC Defendants will co-operate in that investigation and make available to the investigator the records which the investigators advise are relevant to their work. If the investigators determine that the FVC Defendants, or any of them, have failed to deliver any of the Promissory Notes to Forum, the FVC Defendants will immediately deliver those Promissory Notes (the “Withheld Promissory Notes”) to Forum. If the investigators further determine that after August 21, 2003, the FVC Defendants, or any of them, received any monies pursuant to the Withheld Promissory Notes, or received any other monies from the makers of the Withheld Promissory Notes after that date, and if the total of the monies so received exceeds $5,000, the FVC Defendants will pay Forum two times the amount of monies so received by the FVC Defendants, or any of them.
7) The FVC Defendants, and as applicable, their officers, directors, shareholders, agents, servants, employees, successors, assigns and those in privity with or controlled by the FVC Defendants, will not use the following telephone and facsimile numbers:
(i) 1.866.299.2999; and
8) The FVC Defendants are not to receive any monies from members of Forum’s travel club.
9) The FVC Defendants are to immediately account to Forum for all monies that they have received from members of Forum’s travel club since May 12, 2003.
10) The FVC Defendants are to reimburse members of Forum’s travel club for the amounts that the FVC Defendants have received from those members since May 12, 2003, to the extent that those members have not already been compensated as at August 21, 2003. The amounts reimbursed are to include bank charges incurred by the members to the extent that Forum has been advised of those charges by the members and has advised the FVC Defendants. All reimbursements are to flow through Forum.
11) All monies (the “Fees”) payable pursuant to the promissory notes (the “Promissory Notes”) executed after March 1, 2002 by members of Forum’s travel club which, on their face, are stated to be held by any of Forum, Intravelnet.com, Snowbird Vacations International, Snowbird Vacations or either Snowbird Marketing or 1508812 Ontario Inc. as agent for any of the foregoing, are to be paid to and received by Forum. It is estimated by Remo Lorenzetto that the face amount of the Promissory Notes is approximately $1 million (CDN.)
12) The FVC Defendants and all other Applicants to the case will deliver up to Forum for cancellation all share certificates of Forum in which he, she or it has a beneficial or legal interest. Each of them will execute a statutory declaration, in a form prepared by counsel for Forum, declaring that:
a) the shares being returned are all of the shares of Forum in which the declarant has any legal or beneficial interest;
b) the declarant has no interest in any option or warrant to acquire additional shares of Forum;
c) that the declarant has not transferred, sold or encumbered the declarant’s interest in the shares of Forum in which the declarant has any legal or beneficial interest;
d) in the case where the declarant is unable to locate any of the share certificates of Forum in which the declarant has a legal or beneficial interest, that the share certificates of Forum in which the declarant has a legal or beneficial interest have been lost or destroyed, that the declarant requires that they be cancelled and that the shareholders register and other corporate records of Forum be amended to reflect that cancellation; and
e) That the declarant will indemnify Forum in respect of any damages or costs that Forum might incur in the event that some other party claims any interest in the share certificates being returned or to which paragraph 18(d), above, pertains. The declarant will execute an indemnification of Forum on these terms.
Forum would like to thank our legal team Susan Friedman and David Foulds of DAVIS & COMPANY for their excellent work on this litigation stated Daniel Clozza President & CEO. This Judgment now returns full operational control of our Snowbird Vacation Travel Club and Travel fulfillment services for our membership in Ontario. The judgment will also will reduce The issued and Outstanding common shares Previously held by the defendants in our company by approximately 300,000 shares which represented approximately 21% of The ownership of the company The Total issued and outstanding common shares in the company will Now be approximately one million ninety thousand shares.
FORUM NATIONAL INVESTMENTS LTD
Forum National Investments Ltd., formerly inTRAVELnet.com Inc., is a leisure travel and information services company. The Company’s main business is providing travel services for the members of its “Snowbird Vacations International” travel club. The Company operates in the Canadian Travel Club market. The Company’s Snowbird vacations travel club provide members with an opportunity to utilize the Company’s travel club services, condominium and houseboats on Shuswap Lake in British Columbia.
For more information, contact Forum’s Investor Relations at 888-945-0312.
Certain information and statements included in this email may constitute “forward-looking” statements within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied in such forward-looking statements.
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