Settlement Agreement

I. INTRODUCTION

1. Staff of the Mutual Fund Dealers Association of Canada (“Staff”) and the Respondent, Sean William Pindar (the “Respondent”), consent and agree to settlement of this matter by way of this agreement (the “Settlement Agreement”).
2. Staff conducted an investigation of the Respondent’s activities which disclosed activity for which the Respondent could be penalized on the exercise of the discretion of the Hearing Panel pursuant to s. 24.1 of By-law No.1.

II. JOINT SETTLEMENT RECOMMENDATION

3. Staff and the Respondent jointly recommend that the Hearing Panel accept the Settlement Agreement.
4. The Respondent admits to the following violations of the By-laws, Rules or Policies of the Mutual Fund Dealers Association of Canada (“MFDA”):
   1. Between October 11, 2017 and December 5, 2018, the Respondent completed the payee, amount, dates, and signed the signature of NJ on 3 cheques; and completed the payee, amount, and date on 2 pre-signed cheques, to make the cheques payable to the Respondent personally, contrary to MFDA Rule 2.1.1.
5. Staff and the Respondent agree and consent to the following terms of settlement:
   1. the Respondent shall pay a fine in the amount of $20,000 in certified funds pursuant to section 24.1.1(b) of By-law No. 1, upon acceptance of this Settlement Agreement;
   2. the Respondent shall pay costs in the amount of $5,000 in certified funds pursuant to section 24.2 of By-law No. 1, upon acceptance of this Settlement Agreement;
   3. the Respondent shall in the future comply with MFDA Rule 2.1.1; and
   4. the Respondent will attend the Settlement Hearing in person (via videoconference);
6. Staff and the Respondent agree to the settlement on the basis of the facts set out in Part III herein and consent to the making of an Order in the form attached as Schedule “A”.

III. AGREED FACTS

Registration History

7. From July 2016 to October 3, 2019, the Respondent has been registered in Nova Scotia as a dealing representative with Investia Financial Services Inc. (the “Member”), a Member of the MFDA.
8. On October 3, 2019, the Respondent resigned from the Member and is not currently registered in the securities industry in any capacity.
9. At all material times, the Respondent conducted business in the Bedford, Nova Scotia area.

Signed the Signature of NJ on Cheques and Completed Cheque Details

10. At all material times, NJ was registered as a dealing representative with the Member, and operated from a sub-branch with the Respondent. NJ was also a client of the Member and a family member of the Respondent. On May 4, 2017, the Respondent acquired NJ’s book of business and he and NJ began using a joint representative code. By acquiring his book of business the Respondent also became the Approved Person responsible for servicing NJ’s accounts at the Member.
11. At all material times, NJ maintained a line of credit to pay for unexpected business expenses associated with the operation of the sub-branch.
12. Without NJ’s prior knowledge:
    1. on October 11, 2017, August 12, 2018, December 5, 2018, the Respondent completed the amount, date, and added himself as payee, and signed the signature of NJ on 3 cheques, totaling $9,100, and deposited the 3 cheques into the Respondent’s bank account, and used the monies for his personal expenses; and
    2. on November 2 and 8, 2017, the Respondent completed the amount and date, and added himself as payee on 2 cheques in the total amount of $34,000, which he states were blank pre-signed cheques to be used to access the line of credit in the event of unexpected expenses.
13. The Respondent states that he believed that he could borrow the monies from the line of credit for unanticipated personal expenses with the understanding that the Respondent would then be responsible for the line of credit payments.
14. The Respondent states that he was provided with the monthly line of credit statements, and made certain payments directly to the financial institution where NJ held the line of credit. Between October 27, 2017 and July 25, 2019, the Respondent repaid NJ approximately $25,863, and on October 31, 2019, he entered into an agreement with NJ pursuant to which NJ re-purchased the book of business in an amount that addressed the remaining amount owing on the line of credit by the Respondent to NJ.  

Additional Factors

15. The Respondent has not previously been the subject of MFDA disciplinary proceedings.
16. By entering into this Settlement Agreement, the Respondent has saved the MFDA the time, resources, and expenses associated with conducting a full hearing on the allegations.

IV. ADDITIONAL TERMS OF SETTLEMENT

17. This settlement is agreed upon in accordance with section 24.4 of MFDA By-law No. 1 and Rules 14 and 15 of the MFDA Rules of Procedure.
18. The Settlement Agreement is subject to acceptance by the Hearing Panel which shall be sought at a hearing (the “Settlement Hearing”). At, or following the conclusion of, the Settlement Hearing, the Hearing Panel may either accept or reject the Settlement Agreement. MFDA Settlement Hearings are typically held in the absence of the public pursuant to section 20.5 of MFDA By-law No. 1 and Rule 15.2(2) of the MFDA Rules of Procedure. If the Hearing Panel accepts the Settlement Agreement, then the proceeding will become open to the public and a copy of the decision of the Hearing Panel and the Settlement Agreement will be made available at mfda.ca.
19. The Settlement Agreement shall become effective and binding upon the Respondent and Staff as of the date of its acceptance by the Hearing Panel. Unless otherwise stated, any monetary penalties and costs imposed upon the Respondent are payable immediately, and any suspensions, revocations, prohibitions, conditions or other terms of the Settlement Agreement shall commence, upon the effective date of the Settlement Agreement.
20. Staff and the Respondent agree that if this Settlement Agreement is accepted by the Hearing Panel:
    1. the Settlement Agreement will constitute the entirety of the evidence to be submitted respecting the Respondent in this matter;
    2. the Respondent agrees to waive any rights to a full hearing, a review hearing or appeal before the Board of Directors of the MFDA or any securities commission with jurisdiction in the matter under its enabling legislation, or a judicial review or appeal of the matter before any court of competent jurisdiction;
    3. Staff will not initiate any proceeding under the By-laws of the MFDA against the Respondent in respect of the facts and contraventions described in this Settlement Agreement. Nothing in this Settlement Agreement precludes Staff from investigating or initiating proceedings in respect of any facts and contraventions that are not set out in this Settlement Agreement. Furthermore, nothing in this Settlement Agreement shall relieve the Respondent from fulfilling any continuing regulatory obligations;
    4. the Respondent shall be deemed to have been penalized by the Hearing Panel pursuant to s. 24.1.2 of By-law No. 1 for the purpose of giving notice to the public thereof in accordance with s. 24.5 of By-law No. 1; and
    5. neither Staff nor the Respondent will make any public statement inconsistent with this Settlement Agreement. Nothing in this section is intended to restrict the Respondent from making full answer and defence to any civil or other proceedings against the Respondent.
21. If, for any reason, this Settlement Agreement is not accepted by the Hearing Panel, each of Staff and the Respondent will be entitled to any available proceedings, remedies and challenges, including proceeding to a disciplinary hearing pursuant to sections 20 and 24 of By-law No. 1, unaffected by the Settlement Agreement or the settlement negotiations.
22. Staff and the Respondent agree that the terms of the Settlement Agreement, including the attached Schedule “A”, will be released to the public only if and when the Settlement Agreement is accepted by the Hearing Panel.
23. The Settlement Agreement may be signed in one or more counterparts which together shall constitute a binding agreement. A facsimile copy of any signature shall be effective as an original signature.