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Document
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PO-1975
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File #
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PA-000289-1 and PA-010055-1
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Institution/HIC
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Ministry of Transportation
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Summary
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BACKGROUND
The records at issue in these appeals relate to the sale of the Highway 407 Express Toll Route
(Highway 407) by the government of Ontario (the government) to the private sector. Before
proceeding to discuss the nature of these appeals, I feel it would be helpful to provide the
following background information, which is contained in the May 24, 2000 prospectus (a public
document) of the 407 International Inc., the new owner of Highway 407:
407 International Inc. (the “Company”) was incorporated on March 17, 1999
under the Business Corporations Act (Ontario) (“OBCA”), on the initiative of
SNC-Lavalin Inc.… and Cintra Concesiones de Infraestructuras de Transporte,
S.A. …, for the purpose of submitting a bid to the Government of the Province of
Ontario (the “Province”) for the purchase from the province of all of the issued
and outstanding shares of 407 ETR Concession Company Limited (the
“Concessionaire”). … This bid was accepted and the purchase was completed on
May 5, 1999. …
The Concessionaire was established by the Province in 1993 as a Crown agency
under the name Ontario Transportation Capital Corporation (“OTCC”) to oversee
the design, construction, operation, maintenance, management and financing of
Highway 407. On April 6, 1999, OTCC was continued by the Province as a share
capital corporation under the OBCA under the name 407 ETR Concession
Company Limited and entered into a 99-year concession and ground lease
agreement (the “Concession Agreement”) with the Province. Together with the
407 Act, this agreement establishes the Concessionaire’s principal rights and
obligations with respect to Highway 407. …
…
The principle business of the Company is the ownership of the Concessionaire
and, through the Concessionaire, the operation, maintenance and management of
Highway 407 Central and the construction, operation, maintenance and
management of the Highway 407 Central Deferred Interchanges, 407 West
Extension and 407 East Partial Extension.
…
The decision to sell OTCC and thereby privatize Highway 407 was announced by
the Province on February 20, 1998. The Province subsequently enacted the 407
Act to authorize and facilitate the privatization. Under the provisions of the 407
Act, OTCC and the Province entered into the Concession Agreement which, in
combination with the 407 Act, authorizes the Concessionaire to establish, collect
and enforce payment of tolls and obliges the Concessionaire to manage, maintain,
repair and toll Highway 407 as well as construct certain extensions and
expansions thereto. …
The Company participated in the competitive bid process established by the
Province for the sale of Highway 407 and the design and construction of the
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[IPC Order PO-1975/December 5, 2001]
Highway 407 Central Deferred Interchanges, 407 West Extension and 407 East
Partial Extension. Following the Company’s selection as the successful bidder,
on April 12, 1999 the Province, the Company [and three other companies] being
referred to herein collectively as the “Equity Participants”, entered into a share
purchase agreement (the “Share Purchase Agreement”) pursuant to which, on
May 5, 1999, the Company acquired all of the issued and outstanding shares of
the Concessionaire for a purchase price of $3.113 billion. …
NATURE OF THE APPEALS
The Ministry of Transportation (the Ministry) received a request under the Freedom of
Information and Protection of Privacy Act (the Act) for access to the following information:
[1] The “Request for Proposals” used for soliciting the sale of highway 407.
[2] Any documents used by the selection committee in dealing with the initial
bidders (we understand there were a total of 4 bidders).
[3] Any documents used by selection committee in dealing with the final
bidders (we understand there were a total of 2 bidders at this stage).
[4] Any documents that represent the final proposal by the selected bidder.
[5] Any documents regarding the deal that was reached between the
government and the winning consortium of [named company] and its
subsidiary [named companies].
[6] Any documents regarding the decisions of Cabinet on the selection
process.
[7] Any documents regarding toll revenues, both actual and projected, related
to both the periods before the highway was privatized and after the
highway was sold.
[8] Any documents related to the financial objectives in the sale of the 407.
In his letter of request, the requester advised the Ministry that he also sent a similar request to
the Ministry of Finance, Management Board and Cabinet Office.
The Ministry assigned two separate reference numbers to the request. File PPS 00 000 061 was
assigned to parts 5 and 7 of the request and these are the only parts at issue in these appeals. The
Ministry identified a record entitled the “Share Purchase Agreement” as the record responsive to
parts 5 and 7 of the request.
Pursuant to section 28 of the Act, the Ministry gave notice to 407 International Inc. and 407 ETR
Concession Company Limited (407 ETR), seeking submissions with respect to disclosure of the
requested record. 407 ETR responded by objecting to disclosure.
Subsequently, the Ministry issued its decision to the requester advising that partial access to the
Share Purchase Agreement will be granted upon payment of a $165.00 fee. The Ministry also
stated that access to some information will be denied pursuant to sections 21 (invasion of
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[IPC Order PO-1975/December 5, 2001]
privacy) and 19 (solicitor-client privilege) of the Act. The Ministry went on to state the
following:
Please note that the Concession and Ground Lease Agreement and its schedules,
is a schedule itself to the Share Purchase Agreement. Since the release of the
Concession and Ground Lease Agreement is currently before the Information and
Privacy Commissioner under a Freedom of Information and Protection of Privacy
Act appeal, the Ministry of Transportation is not in a position to make a decision
with respect to that information until that appeal has been completed.
On the same day, the Ministry wrote to 407 ETR and advised it of its decision to grant access to
the responsive record. 407 ETR appealed the Ministry’s decision and in turn, this office opened
Appeal PA-000289-1. The requester did not appeal the Ministry’s decision. Mediation of
Appeal PA-000289-1 was not possible and a Report of Mediator was issued to the parties.
Subsequently, the Ministry issued its decision to the requester and 407 ETR concerning the
Highway 407 Concession and Ground Lease Agreement granting partial access to this record.
Access to certain portions of this agreement were denied pursuant to sections 21(1), 14(1)(e)
(endanger life or safety), 14(1)(l) (facilitate commission of unlawful act) and 18(1)(d) and (e)
(economic and other interests of Ontario).
On the same day, the Ministry also issued its decision to a number of other parties (the affected
parties) who were notified by the Ministry pursuant to section 28 of the Act concerning the
Highway 407 Concession and Ground Lease Agreement.
Subsequently, the requester appealed the Ministry’s decision concerning the Highway 407
Concession and Ground Lease Agreement, and in turn, this office opened appeal PA-010055-1.
407 ETR also appealed the Ministry’s decision, and that appeal was incorporated into Appeal
PA-000289-1.
This order will address the issues raised in both Appeals PA-000289-1 and PA-010055-1.
A Notice of Inquiry was sent to the Ministry, 407 ETR, 407 International Inc. and the affected
parties, initially. In response, only the Ministry and 407 ETR submitted representations.
The Ministry’s representations were forwarded to the requester in their entirety, together with
the non-confidential portions of 407 ETR’s representations. The requester also made
submissions, which were then shared with the Ministry and 407 ETR. At the same time, the
Ministry’s representations were forwarded to 407 ETR and the non-confidential portions of 407
ETR’s representations were sent to the Ministry for reply. In turn, both the Ministry and 407
ETR, submitted reply representations.
RECORDS:
The record at issue in both Appeals PA-000289-1 and PA-010055-1 is the Share Purchase
Agreement (the SPA), including all of its schedules. Schedule 6.1.3 to the SPA is the Highway
407 Concession and Ground Lease Agreement (the CGLA).
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[IPC Order PO-1975/December 5, 2001]
In response to the Notice of Inquiry the Ministry, 407 ETR and the requester clarified their
positions with respect to the records at issue in these appeals. The following is a brief summary.
The Ministry’s position
In response to the Notice of Inquiry, the Ministry consented to the disclosure of Schedules 6.1.4
and 6.3.4 of the SPA, which were previously withheld pursuant to section 19 of the Act. The
Ministry also stated that it no longer claims that Schedule 12 to the CGLA contains personal
information. Accordingly, the only records to which the Ministry is denying access are as
follows:
1. Schedule 4.1(ae) to the SPA, in part, on the basis of section 21 of the Act;
2. Schedule 4.1(af) to the SPA, in part, on the basis of section 21 of the Act;
3. Schedule 8 to the CGLA, in part, on the basis of section 21 of the Act;
4. Diagram contained in Schedule 15 to the CGLA, on the basis of sections 14(1)(e) and/or
(l) of the Act; and
5. Information regarding fees contained in Schedules 18 and 23 to the CGLA, on the basis
of sections 18(1)(d) and (e) of the Act.
407 ETR’s position
In its representations in response to the Notice of Inquiry, 407 ETR consents to the disclosure of
certain information within both the SPA and the CGLA. 407 ETR maintains its objection to the
disclosure of the following records/portions of records only, on the basis of sections 17(1)(a), (b)
and/or (c) and section 21 of the Act:
1. Sections 2.2, 2.3, 2.4 and 2.6 of the SPA (in their entirety).
2. Schedule 1.1(bl) to the SPA (the two pages of Notes to the Revised Pro Forma Balance
Sheet only)
3. Schedule 1.1(bt) to the SPA (in its entirety). See also Item 12 below where the same
agreement is found as Schedule 19 to the CGLA
4. Schedule 4.1(af) to the SPA, in part, specifically:
• All information (excluding the heading “Schedule 4.1(af) – Employees”) on the
first two pages of Schedule 4.1 (af) – Employees.
• The handwritten notation at the top of page 2 of the attachment to Appendix A to
Schedule 4.1 (af).
5. Schedule 4.1(o)(ii) to the SPA (all dollar amounts only);
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[IPC Order PO-1975/December 5, 2001]
6. Schedule 4.1(ae) to the SPA (in its entirety);
7. Article 2.6 of the CGLA (the reference to the dollar amount as the rent payable per
annum only);
8. Article 16 of the CGLA (in its entirety);
9. Schedule 13 to the CGLA (all dollar amounts in section 4.1 only);
10. Schedule 15 of the CGLA (all dollar amounts in Appendices A and B only);
11. Schedule 18 to the CGLA (all dollar amounts in Schedule C only);
12. Schedule 19 to the CGLA (in its entirety). (See also Item 3 above where the same
agreement is found as Schedule 1.1(bt) to the SPA)
13. Schedule 22 to the CGLA (in its entirety);
14. Schedule 23 to the CGLA (all dollar amounts throughout the schedule only);
In response to the Ministry’s consent to the disclosure of Schedules 6.1.4 and 6.3.4 of the SPA
(which were previously withheld by the Ministry pursuant to section 19 of the Act), 407 ETR
indicated that it denies the Ministry’s authority to waive any privilege it has to these “legal
opinions”, and does not consent to their release.
The requester’s position
In response to the Notice of Inquiry, the requester confirmed that he is not pursuing access to the
information at issue within Schedules 4.1(ae) and (af) to the SPA and Schedule 8 to the CGLA.
Accordingly, this information, as well as section 21 of the Act, is no longer at issue. The
requester also advised that he is not pursuing access to the information withheld by the Ministry
from Schedule 15 to the CGLA pursuant to sections 14(1)(e) and (l), and accordingly, it will also
not be considered further.
The requester is pursuing access to all remaining records and/or portions of records to which the
Ministry and/or 407 ETR are objecting to disclosure.
DISCUSSION
THIRD PARTY INFORMATION
The Ministry decided that the records do not qualify for exemption under section 17(1) of the
Act. Therefore, the onus is on 407 ETR as the only party resisting disclosure to establish the
application of this exemption.
407 ETR takes the position that sections 17(1)(a), (b) and (c) are applicable to the information
contained in the records remaining at issue, as described above. Those sections read:
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[IPC Order PO-1975/December 5, 2001]
A head shall refuse to disclose a record that reveals a trade secret or scientific,
technical, commercial, financial or labour relations information, supplied in
confidence implicitly or explicitly, where the disclosure could reasonably be
expected to,
(a) prejudice significantly the competitive position or interfere
significantly with the contractual or other negotiations of a
person, group of persons, or organization;
(b) result in similar information no longer being supplied to the
institution where it is in the public interest that similar
information continue to be so supplied;
(c) result in undue loss or gain to any person, group, committee or
financial institution or agency;
In order for a record to qualify for exemption under section 17(1)(a), (b) or (c) of the Act, each
part of the following three-part test must be satisfied:
1. the record must reveal information that is a trade secret or scientific,
technical, commercial, financial or labour relations information; and
2. the information must have been supplied to the institution in confidence,
either implicitly or explicitly; and
3. the prospect of disclosure of the record must give rise to a reasonable
expectation that one of the harms specified in (a) or (c) of section 17(1)
will occur [Orders 36, M-29, M-37, P-373].
Part one: type of information
407 ETR submits that the information at issue is all commercial and/or financial information
concerning the financial and commercial performance of 407 ETR’s business, that being the
construction and operation of a toll highway.
The terms “commercial information” and “financial information” have been defined by this
office as follows:
Commercial Information
Commercial information is information which relates solely to the buying, selling or exchange of
merchandise or services. The term "commercial" information can apply to both profit-making
enterprises and non-profit organizations, and has equal application to both large and small
enterprises.
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[IPC Order PO-1975/December 5, 2001]
[Order P-493]
Financial Information
The term refers to information relating to money and its use or distribution and must contain or
refer to specific data. Examples include cost accounting method, pricing practices, profit and
loss data, overhead and operating costs.
[Orders P-47, P-87, P-113, P-228, P-295 and P-394]
The requester concedes the information at issue constitutes financial and/or commercial
information.
Based on my review of the records, I agree that all of the information at issue qualifies as
“commercial information” within the meaning of section 17(1). In my view, all of this
information relates directly to the operation of the business of 407 ETR and thus relates to the
buying, selling or exchange of services. Some parts of the record also include various financial
aspects of this business, including historical revenue data, amount of the rent payable per annum
and various other costs and fees associated with the operation of the business. I find that these
parts of the record also contain "financial information" as that term is used in section 17(1).
Therefore, part one of the section 17(1) exemption test has been established for the information
at issue.
Part two: supplied in confidence
Supplied
Because the information in a contract is typically the product of a negotiation process between
the institution and the affected party, the content of contracts generally will not qualify as having
been “supplied” for the purposes of section 17(1) of the Act. A number of previous orders have
addressed the question of whether the information contained in a contract entered into between
an institution and an affected party was supplied by the third party. In general, the conclusion
reached in these orders is that, for such information to have been “supplied” it must be the same
as that originally provided by the affected party. In addition, information contained in a record
would “reveal” information “supplied” by the affected party if its disclosure would permit the
drawing of accurate inferences with respect to the information actually supplied to the
institution.
[See, for example, Orders P-36, P-204, P-251 and P-1105]
407 ETR’s representations
In its submission, 407 ETR explains that the portions of the SPA and the CGLA which 407 ETR
continues to object to disclosure of break down broadly into two categories:
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[IPC Order PO-1975/December 5, 2001]
In some cases (Items 2, 4, 5 and 6 [as described above]), the portions of these
agreements in issue contain and, if disclosed, would clearly disclose information
provided to the Ontario government by 407 ETR/OTCC [Ontario Transportation
Capitol Corporation] in confidence for the limited and specific purpose of being
made available, subject to confidentiality agreements, to prospective bidders
seeking to acquire Highway 407 from the government and only for their use in
connection with that bidding process (the “Information Objections”) …
In other cases (items 1, 3 and 7-14 [as described above]) 407 ETR objects to the
disclosure of specific and limited portions of various agreements which are based
on confidential information supplied by 407 ETR/OTCC to the Ontario
government in confidence under the circumstances just described and for the
same limited purpose described above where disclosure of the portions of the
agreement in issue would permit the drawing of accurate inferences concerning
the information supplied (the “Agreement Objections”). …
With respect to the “Information Objections”, 407 ETR states:
The information in issue in Items 2, 5 and 6 was, as 407 ETR understands it,
supplied to the Ministry of Finance by 407 ETR (then known as OTCC) for the
limited and confidential purpose of permitting the RFP [Request for Proposal]
process by which the 407 ETR business was to be privatized to proceed. While
407 ETR is not privy to (and has no means of ascertaining) all the details of the
way in which the 407 ETR business was operated before its privatization, it is
readily apparent that the information in issue in Items 2, 5 and 6 concerns 407
ETR/OTCC and the only reasonable conclusion to be drawn is that the
information was provided by 407 ETR/OTCC to the Ministry of Finance for the
stated limited purpose.
407 ETR also states that the above submissions “apply generally with equal force to the
Agreement Objections as well”. 407 ETR acknowledges that “[i]n connection with the
Agreement Objections, however, 407 ETR must also establish that disclosure of the portions of
the various agreements here in issue would permit the drawing of accurate inferences with
respect to information supplied to the government which is entitled to protection under section
17”. Although 407 ETR goes on to state that it will address this further issue in the paragraphs
that follow, the only further information provided by 407 ETR in this regard is as follows:
The portions of the SPA and the CGLA which 407 ETR seeks to have protected
pursuant to the Agreement Objections are all based on information concerning
407 ETR/OTCC and its operations of Highway 407 prior to privatization. That
information is financial and/or commercial information of 407 ETR/OTCC. The
only reasonable conclusion to be drawn is that that information was supplied to
the Ontario government by 407 ETR/OTCC on a confidential basis for the limited
purpose of permitting the RFP process by which the 407 business was to be
privatized to proceed. (Without limiting the generality of the foregoing, 407 ETR
understands that the information central to the development of Item 13 (Schedule
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[IPC Order PO-1975/December 5, 2001]
22 to the CGLA) was developed by 407 ETR/OTCC and provided by it to the
government for the purpose of developing Schedule 22.)
Requester’s representations
The requester does not make any specific representations with respect to whether the
information at issue was “supplied” for the purposes of section 17(1) of the Act.
Findings
General
According to the SPA, the OTCC was a corporation without share capital incorporated pursuant
to the Capital Investment Plan Act, 1993. The Highway 407 Act authorized the Crown in right of
Ontario, as represented by the Minister without portfolio with responsibility for privatization (the
Crown) to continue OTCC under the Ontario Business Corporations Act (the OBCA) as a
corporation with share capital. OTCC was continued as 407 ETR under the OBCA by certificate
of continuance dated April 6, 1999. The Crown was the registered and beneficial owner of all of
the issued and outstanding shares of 407 ETR. Subsequently, the Crown entered into the SPA,
dated April 12, 1999, with 407 International Inc. (formerly 1346292 Ontario Inc.) and three other
companies (the equity participants), pursuant to which 407 International Inc. acquired all of the
issued and outstanding shares of 407 ETR.
Generally speaking, information provided to a provincial government institution by another
institution of the same government cannot be considered to have been “supplied” for the purpose
of section 17, and that the appropriate exemption to consider in those circumstances would be
section 18, which is designed to protect government interests. However, the circumstances here
are unusual, in that what was once a government institution, the OTCC, is clearly now a private
sector third party, 407 ETR.
The purpose of section 17, as stated by Senior Adjudicator David Goodis in Order PO-1805, is
to protect the “informational assets” of businesses or other organizations. If I were to find that
section 17 cannot apply because the information was supplied to the Ministry not by 407 ETR,
but by its predecessor, the purpose of this exemption would be defeated. At the same time,
while section 18 might have been the appropriate exemption to consider had a request been
made while OTCC existed, that exemption clearly cannot apply now, since the government no
longer has a financial stake in 407 ETR’s assets. In my view, the Legislature could not have
intended the result that, in these circumstances, an organization’s informational assets could not
be protected by either section 17 or 18, based simply on the fact that the assets traded hands
from the government to a private company. Therefore, given that 407 ETR’s interests may be
affected by the disclosure of the information at issue in these appeals, I find that it is entitled to
avail itself of the protection afforded under section 17, assuming the remaining elements of this
exemption are satisfied.
I have reviewed the SPA and have made the following findings with respect to each portion of
this record that remains at issue in these appeals.
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[IPC Order PO-1975/December 5, 2001]
Information Objections
Schedule 1.1(bl) to the SPA – At issue: Notes to the Revised Pro Forma Balance Sheet (2 pgs)
Schedule 1.1(bl) consists of the Revised Pro Forma Balance Sheet as at December 31, 1998.
Based on my review of this schedule, I find that it is reasonable to conclude that the information
within the two pages of notes to the Revised Pro Forma Balance Sheet within Schedule 1.1(bl) to
the SPA was supplied by the OTCC/407 ETR.
Schedule 4.1(o)(ii) to the SPA – At issue: all dollar amounts
Schedule 4.1(o)(ii) to the SPA is entitled “Historical Revenue Data” and contains 407 ETR’s
monthly revenues for the time period of October 1997 to February 1999. I accept 407 ETR’s
submission that it is likely that the information within this record would have been supplied by
the OTCC/407 ETR.
Schedule 4.1(ae) to the SPA – At issue in its entirety
As described above, Schedule 4.1(ae) to the SPA identifies the litigation claims, as well as
possible claims, against the 407 ETR at the time that this agreement was executed. The
information includes the date of each claim, the identity of the third party and a brief description
of the claim. Based on the information within this record, and the surrounding circumstances, I
find that it is reasonable to conclude that this information was supplied by the OTCC/407 ETR.
Agreement Objections
Share Purchase Agreement
407 ETR is objecting to the disclosure of Sections 2.2, 2.3, 2.4 and 2.6 of the SPA in their
entirety.
As indicated above, pursuant to the SPA the Vendor (the Crown) agreed to sell all of the issued
shares of the Company (the 407 ETR) to the Purchaser (407 International Inc). Article 2 of the
SPA deals with the “purchase and sale of purchased shares”. Sections 2.2, 2.3, 2.4 and 2.6 are
entitled “Consideration”, “Post Closing Audit”, “Purchase Price Adjustment”, and “Disputes”,
respectively. As reflected by these titles, these sections of the SPA outline the consideration to
be paid by the Purchaser to the Vendor for the purchased shares, the particulars of the post
closing audit and the purchase price adjustment and the manner in which disputes in this regard
are to be handled.
There is no evidence before me to suggest that the contents of these clauses were "supplied" by
either 407 International Inc. or any of the other three companies (the equity participants). On
their face, these clauses appear to be negotiated terms arrived at in the normal course of the
negotiation of the agreement. There is also nothing on the face of these sections of the
agreement to support 407 ETR’s assertion that these clauses were “based on confidential
information supplied by 407 ETR/OTCC to the Ontario government”. Therefore, I find that the
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[IPC Order PO-1975/December 5, 2001]
sections of the SPA at issue were prepared as a result of negotiations, however minimal this may
have been, and that this information was not "supplied" for the purposes of section 17(1) (see
also Orders P-1545, PO-1698 and PO-1646).
Schedule 1.1(bt) to the SPA
Schedule 1.1(bt) to the SPA is entitled “Restrictions on Transfer Agreement”. This is an
agreement between the Crown, 407 ETR, 407 International Inc. and the three equity participants
that was entered into by the parties concurrent with the execution of the SPA. This agreement
outlines certain restrictions with respect to the transfer of the ownership of the shares. 407 ETR
is objecting to the disclosure of this agreement in its entirety.
Once again, I have not been provided with any information concerning the context in which this
agreement was prepared or the extent of discussions that took place before the final terms were
agreed to between the parties. There is also nothing on the face of this record to establish that
the terms of this agreement are a direct reflection of information given by 407 ETR/OTCC,
without contribution by the other parties to this agreement. Similar to the SPA, this agreement
appears to be the product of negotiations, and therefore, I find that the information in it was not
"supplied" by the OTCC/407 ETR.
Concession and Ground Lease Agreement
The parties to the CGLA, which is dated April 6, 1999, are the Crown and the 407 ETR, referred
to in this agreement as the “Concessionaire”.
The May 24, 2000 issue of the 407 International Inc. prospectus states the following with respect
to the CGLA:
Together with the 407 Act, the Concession Agreement is the key agreement
which governs the Concessionaire’s rights and obligations with respect to
Highway 407 and regulates the relationship between the Province and the
Concessionaire. It grants the Concessionaire a 99-year ground lease of the
Project Lands owned by the Province which commenced on April 6, 1999 for a
nominal rent, which has been prepaid by the Concessionaire in its entirety for
those 99 years. It further grants the Concessionaire the exclusive concession to
develop, design and build the Highway 407 Central Deferred Interchanges, 407
West Extension and 407 East Partial Extension and obliges the Concessionaire to
finance, operate, manage, maintain, rehabilitate and toll the Project in accordance
with the provisions of the Concession Agreement.
407 ETR is objecting to the disclosure of the dollar amount within Article 2.6, as well as Article
16 in its entirety.
Similar to my findings with respect to the PSA, based on my review of the CGLA and in
absence of any evidence to the contrary, I find that the dollar mount in Article 2.6 of this
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[IPC Order PO-1975/December 5, 2001]
agreement, which specifies the rent payable per annum, was not supplied by the OTCC/407
ETR, but rather constitutes a negotiated term of the agreement.
Article 16 of the CGLA deals with insurance that is to be maintained by the 407 ETR. Based on
my reasoning above, I find that this portion of the CGLA was not supplied by OTCC/407 ETR,
but rather was prepared as a result of negotiations.
Accordingly, I find that the information at issue within Articles 2.6 and 16 was not "supplied"
for the purpose of section 17(1).
Schedule 13 to the CGLA
Schedule 13 to the CGLA is entitled “Ministry of Transportation Enforcement Services”. 407
ETR is objecting to the disclosure of the dollar amounts specified in section 4.1.
Section 4 of this schedule relates to costs of enforcement, specifying that the 407 ETR shall be
responsible for the costs of Ministry Enforcement Officers’ enforcement activities on Highway
407 based on the formula provided in section 4.1. The dollar amounts specified under this
section relate to the following:
• the hourly rate of Ministry Enforcement Officers;
• the “per kilometre” and monthly charge for a cruiser;
• the “per kilometre” and monthly charge for a mini-van; and
• the “per kilometre” and monthly charge for a Mobile Truck Inspection
Station.
Based on my review of this record, it appears that the dollar amounts at issue would have been
supplied by the Ministry and not the OTCC/407 ETR. It is also possible, however, that this
information represents the negotiated amounts that were agreed upon between the parties to this
agreement. In either case, I find that this information was not “supplied” for the purposes of
section 17.
Schedule 15 to the CGLA – At issue: all dollar amounts in Appendices A and B to Schedule A
Schedule 15 to the CGLA is entitled “Police Services Agreement”. Schedule A to this
agreement is a document entitled “Policing Requirements for Kings Highway 407”. This
Schedule specifies that it was prepared by the Municipal Policing Section of the Ontario
Provincial Police (the OPP). Appendices A and B to this schedule are entitled “1999 charges for
Contract Police Costs” and “Costing Summary”, respectively, and contain the estimates of the
costs for the policing requirements and police services as described in Schedule A. 407 ETR is
objecting to the disclosure of all dollar amounts within these appendices.
Based on my review of this record, I find that given that this schedule was prepared by the OPP,
the dollar amounts at issue cannot be said to have been supplied by the OTCC/407 ETR.
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[IPC Order PO-1975/December 5, 2001]
Schedule 18 to the CGLA
Schedule 18 to the CGLA is entitled “Authorized Requester Electronic Data Transfer
Agreement”. This agreement grants 407 ETR a licence to access and use certain “Information
Products” from the Ministry. Schedule C to this Agreement is entitled “Fees” and sets out the
“Connectivity Fees” and the base fee for access to the “Information Products” which will be
charged by the Ministry. 407 ETR is objecting to the disclosure of all dollar amounts within
Schedule C.
Once again, I have not been provided with any evidence to suggest that this information was
“supplied” by 407 ETR. To the contrary, in its submissions with respect to sections 18(1)(d) and
(e) in these appeals, the Ministry states that the fees within Schedule 18, as well as 23 which is
discussed below, were in fact negotiated:
… The negotiation of the fees to be paid by the lessee to the Government of
Ontario in such a case was without precedent, and without operational
experience. Hence the establishment of the quantum of fees of necessity could
only be based on informed estimates, the relative advantage or disadvantage
flowing to the various parties being speculative.
In view of the above, I find that the dollar amounts in question were not supplied for the purpose
of section 17.
Schedule 19 to the CGLA
My findings above under “Schedule 1.1(bt) to the SPA” are equally applicable to this record,
since the two records are identical.
Schedule 22 to the CGLA
Schedule 22 to the CGLA is entitled “Tolling, Congestion, Relief and Expansion Agreement”.
The parties to this agreement, dated April 6, 1999, are the Crown and the 407 ETR, referred to in
this agreement as the “Concessionaire”. 407 ETR is objecting to the disclosure of this
agreement in its entirety.
The 407 International Inc., May 24, 2000, prospectus describes this agreement as follows:
The Tolling Agreement between the Concessionaire [407 ETR] and the Province
will remain in effect throughout the term of the concession Agreement and will
affect the range and scope of the tolls which may be charged by the
Concessionaire. The Tolling Agreement’s primary purpose is to regulate toll
levels in relation to traffic flow, allowing for toll increases provided certain traffic
thresholds are met. As well, the agreement sets forth the requirement for lane
expansions once certain traffic levels are exceeded.
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[IPC Order PO-1975/December 5, 2001]
As outlined above, 407 ETR submits that it “understands that the information central to the
development of Item 13 (Schedule 22 to the CGLA) was developed by 407 ETR/OTCC and
provided by it to the government for the purpose of developing Schedule 22”. 407 ETR also
submits that it “is not privy to (and has no means of ascertaining) all the details of the way in
which the 407 ETR business was operated before its privatization”.
Given the history of 407 ETR, I accept that it may not have “all the details of the way in which
the 407 ETR business was operated before its privatization”. I also recognize that it may not be
in a position to provide evidence as to precisely what information would have been supplied by
the OTCC/407 ETR to the Ministry in preparation of this agreement. The Ministry’s
representations also do not include any information on this issue, other than generally stating the
following:
… it is normal operating procedure for information exchanged between
government agencies and Ministries to be treated confidentially. The Ministry is
unaware of any higher standard of confidentiality accorded to any information
supplied by the OTCC to the Ministry or the Ministry of Finance relevant to this
Appeal.
Order PO-1974, which is being issued concurrently with this order, deals with two related
appeals involving the Ministry of Finance where the records at issue relate to the request for
proposals used for soliciting the sale of Highway 407. In its representations in the Ministry of
Finance appeals, 407 ETR explains that one of the records at issue (also identified as Schedule
22), entitled the “Final Bidding Draft of the First Amending Agreement to the Highway 407
Concession and Ground Lease Agreement”, “is substantially identical to the existing Schedule
22 of the Concession and Ground Lease Agreement under which 407 ETR currently operates
Highway 407 …”. With respect to this record 407 ETR states that:
… Schedule 22, the protocol for toll rate setting, is Canadian developed
intellectual property that if ordered disclosed would be gifted to the international
business community. The information relates to the way in which 407 ETR
regulates its tolls, deals with congestion pricing and strategies for future growth
and expansion of its infrastructure.
In response to 407 ETR’s submissions on the issue of whether the information at issue was
“supplied” for the purposes of section 17(1), the Ministry of Finance states the following:
The 407 ETR Concession Company Limited has asserted that the information at
issue was “supplied to the Ministry of Finance by 407 ETR (then known as
OTCC) for the limited and confidential purpose of permitting the RFP process by
which the 407 ETR business was to be privatized to proceed”.
It is this ministry’s understanding that while some information was provided by
the OTCC, then an agency of the Ministry of Transportation, information was
also developed by Ministry of Transportation employees and advisors to the
former Office of Privatization for use during the sale process. Hence, it is the
- 15 -
[IPC Order PO-1975/December 5, 2001]
opinion of this Ministry that the documents were not strictly supplied by the
Concession Co. [original emphasis]
Furthermore, the “Confidential Information Memorandum”, which was prepared by the
Privatization Secretariat in connection with the sale of Highway 407 (portions of which are at
issue in the Ministry of Finance appeals) states the following with respect to “tolling, congestion
relief, and expansion” at page 26:
Highway 407 provides congestion relief for East-West travel in the GTA [Greater
Toronto Area] and will provide further congestion relief when Highway 407
West, Highway 407 East Partial, and Highway 407 East Completion are built. In
order to achieve its congestion relief objective, the Province has designed a
protocol for toll rate setting.
In addition, the Province wishes to ensure that Highway 407 continues to provide
congestion relief into the future. Accordingly, the Province has established predefined
thresholds that, once reached, will require ConcessionCo [now 407 ETR]
to expand the capacity of Highway 407.
The Tolling, Congestion Relief, and Expansion Agreement is outlined in
Appendix 4.3 and will be a schedule to the Concession and Ground Lease
Agreement. [emphasis added]
As indicated above 407 ETR argues that “information central to the development of [Schedule
22] was developed by 407 ETR/OTCC and provided by it to the government for the purpose of
developing Schedule 22”. 407 ETR does not, however, provide any indication as to what this
information would have been, or how disclosure of this record would permit the drawing of
accurate inferences with respect to this information. Insofar as 407 ETR is referring generally to
the “protocol for toll rate setting”, based on the above, I do not accept that this information was
developed solely by the OTCC/407 ETR and supplied to the government.
As far as the agreement itself is concerned, similar to my findings with respect to other
agreements addressed above, it also appears to be one that was negotiated and not supplied.
Although this record contains very detailed and complex provisions relating to the regulation of
toll levels in relation to traffic flow, it is not apparent on the face of this agreement that any of
the information within it was originally provided by the OTCC/407 ETR or that disclosure of
this record would permit the drawing of accurate inferences with respect to this information.
Accordingly, I find that the information within this record was not “supplied” within the
meaning of section 17(1) of the Act.
Schedule 23 to the CGLA
Schedule 23 to the CGLA is entitled “Toll Collection/Enforcement Procedures” which stipulates
that the Crown may charge 407 ETR certain fees for services in connection with the collection
of outstanding toll charges by the Ministry. It also outlines the cost for the Ministry to provide
407 ETR with certain information concerning commercial vehicles over a certain weight
- 16 -
[IPC Order PO-1975/December 5, 2001]
registered with the Ministry. Finally, this record specifies the service fees for the distribution of
transponders by the Ministry over a certain time period. 407 ETR is objecting to the disclosure
of all dollar amounts within this record.
Once again, I have not been provided with any evidence to establish that the dollar amounts
within this schedule were supplied by the OTCC/407 ETR. To the contrary, as outlined above,
the Ministry has indicated in its representations that the fees within this schedule were in fact
negotiated between the parties. Therefore, I find that this information was not “supplied” within
the meaning of section 17(1).
Summary
I have concluded above that only the information at issue within Schedules 1.1(bt), 4.1(o)(ii) and
4.1(ae) to the SPA was supplied by the OTCC/407 ETR. Accordingly, I will go on to consider
part three of the section 17 test in relation to these records.
Since I have determined that the remainder of the information at issue, specifically information
under the category of “agreement objections”, was not “supplied” for the purpose of the section
17(1) exemption, the second part of the three-part test for exemption under section 17(1) has not
been established. Accordingly, it is not necessary for me to consider whether harm is likely to
result from disclosure of this information.
In Order MO-1393, Adjudicator Sherry Liang stated the following with respect to the municipal
equivalent of section 17(1):
… I acknowledge that the affected party has identified a concern that disclosure
of the contractual terms will prejudice it in its negotiations with potential tenants
of the new development. The affected party also objects to the disclosure of the
“intimate details of our operation (costs and constraints) to our direct
competition.” There may indeed be harm to the affected party from the disclosure
of the information. Nevertheless, section 10(1) of the Act does not shield this
information from disclosure unless it is clear that it originated from the affected
party and is therefore to be treated as the “informational assets” of the affected
party and not of the Town. In these circumstances, the record is not exempt from
the Act’s purpose of providing access to government information.
I agree with these comments. Accordingly, I find that the requirements for the application of
section 17(1) have not been met with respect to the information under the category of
“agreement objections” and it does not qualify for exemption under this section of the Act.
In Confidence
In regards to whether the information was supplied in confidence, part two of the test for
exemption under section 17(1) requires the demonstration of a reasonable expectation of
confidentiality on the part of the supplier at the time the information was provided. It is not
sufficient that the business organization had an expectation of confidentiality with respect to the
- 17 -
[IPC Order PO-1975/December 5, 2001]
information supplied to the institution. Such an expectation must have been reasonable, and
must have an objective basis. The expectation of confidentiality may have arisen implicitly or
explicitly.
[Order M-169]
In determining whether an expectation of confidentiality is based on reasonable and objective
grounds, it is necessary to consider all the circumstances of the case, including whether the
information was:
(1) Communicated to the institution on the basis that it was confidential and that it was to be
kept confidential.
(2) Treated consistently in a manner that indicates a concern for its protection from
disclosure by the affected person prior to being communicated to the government
organization.
(3) Not otherwise disclosed or available from sources to which the public has access.
(4) Prepared for a purpose which would not entail disclosure.
[Order P-561]
407 ETR’s representations
407 ETR submits as follows:
All of the information here in issue was provided by 407 ETR/OTCC to the
Ontario government in confidence for the limited and specific purpose of being
made available, subject to confidentiality agreements, to prospective bidders
seeking to acquire Highway 407 from the government and only for their use in
connection with the bidding process. This information is confidential commercial
and financial information material to the conduct of 407 ETR’s business of
constructing and operating a toll highway.
…
This information was intended to be kept confidential by the Ministry and to be
used only in connection with the privatization of Highway 407. It was, therefore,
supplied in confidence as required by section 17(1) of the Act. Furthermore, 407
ETR has at all times kept this information confidential and has not disclosed any
of it publicly since privatization. …
- 18 -
[IPC Order PO-1975/December 5, 2001]
The requester’s representations
The requester submits:
According to Order P-561, in determining whether information was supplied in
confidence, it is necessary to consider whether the information was not otherwise
disclosed or available from sources to which the public has access.
A prospectus for 407 International dated February 3, 2000, which invites
potential investors to refer to the Concession Agreement, available upon request
to the Secretary of 407 International … As well, the prospectus was available for
inspection at 407 International’s head office, during normal business hours. A
copy of that prospectus is attached as Appendix A.
Although the third party may consider the records sought to have been
confidential, they were made available to several potential investors. These
potential investors may very well have chosen to become competitors to the third
party.
407 ETR’s reply representations
In response to the requester’s representations, 407 ETR submits:
The requester stated that the information was available for inspection by the
public and enclosed an excerpt from the 407 International Inc. prospectus dated
February 3, 2000. 407 ETR points out that the information was not publicly
available. The information was only made available to a restricted number of
people, being those potential investors that had displayed a genuine interest in
making a substantial investment and only after they entered a confidentiality
agreement with 407 ETR.
Findings
As outlined above, the information remaining at issue was supplied by OTCC/407 ETR to the
government for the purpose of permitting it to undertake the sale of Highway 407. In my view,
the OTCC, being a business that was owned by the government, would have had a reasonable
expectation that its business information would be treated confidentially, particularly in the
circumstances of the sale transaction in question. Although the information at issue may have
been made available to several potential investors, I accept 407 ETR’s submission that this
disclosure was made only to those potential investors who executed confidentiality agreements.
As outlined above, Order PO-1974, which is being issued concurrently with this order, deals
with two related appeals involving the Ministry of Finance. One of the records at issue in those
appeals is a Request for Expression of Interest (the RFEI) that was issued by the Province of
Ontario in connection with the sale of Highway 407. Under the heading of “Use of
Information”, the RFEI states the following:
- 19 -
[IPC Order PO-1975/December 5, 2001]
This document is provided to you on, and subject to, the terms of a
Confidentiality Agreement that has been executed by you. The information
received as part of this process may be used only for the purposes set forth in this
RFEI and in the Confidentiality Agreement and may not be photocopied,
reproduced, or distributed to any other person at any time except strictly in
accordance with the terms of these documents.
The RFEI further states:
All Sale-Qualified Bidders must post a C$ 250,000 deposit … and sign and cause
all Prime Team Members … to sign an additional prescribed form of
confidentiality agreement to:
• receive a copy of the CIM [Confidential Information Memorandum];
• receive a copy of the Design/Build Documents;
• gain entry into the Sale Data Room;
• gain entry into the Design/Build Data Room; and
• be eligible to submit a Sale bid.
In view of the above, I find that the information at issue was prepared for a purpose that would
not entail disclosure to the public. I further find that the information at issue would appear not to
be otherwise available from sources to which the public has access.
Accordingly, based on the material before me and the particular circumstances of this case, I am
satisfied that the information at issue was supplied by the OTCC/407 ETR with a reasonable
expectation of confidentiality.
Part 3: Harms
The Commissioner's three-part test for exemption under section 17(1), and statement of what is
required to discharge the burden of proof under part three of the test, have been approved by the
Court of Appeal for Ontario. That court overturned a decision of the Divisional Court quashing
Order P-373, and restored Order P-373. In that decision the court stated:
With respect to Part 1 of the test for exemption, the Commissioner adopted a
meaning of the terms which is consistent with his previous orders, previous court
decisions and dictionary meaning. His interpretation cannot be said to be
unreasonable. With respect to Part 2, the records themselves do not reveal any
information supplied by the employers on the various forms provided to the
WCB. The records had been generated by the WCB based on data supplied by
the employers. The Commissioner acted reasonably and in accordance with the
language of the statute in determining that disclosure of the records would not
reveal information supplied in confidence to the WCB by the employers. Lastly,
as to Part 3, the use of the words "detailed and convincing" do not modify the
interpretation of the exemption or change the standard of proof. These words
- 20 -
[IPC Order PO-1975/December 5, 2001]
simply describe the quality and cogency of the evidence required to satisfy the
onus of establishing reasonable expectation of harm. Similar expressions have
been used by the Supreme Court of Canada to describe the quality of evidence
required to satisfy the burden of proof in civil cases. If the evidence lacks detail
and is unconvincing, it fails to satisfy the onus and the information would have to
be disclosed. It was the Commissioner's function to weigh the material. Again it
cannot be said that the Commissioner acted unreasonably. Nor was it
unreasonable for him to conclude that the submissions amounted, at most, to
speculation of possible harm [emphasis added] [Ontario (Workers' Compensation
Board) v. Ontario (Assistant Information and Privacy Commissioner) (1998), 41
O.R. (3d) 464 at 476 (C.A.), reversing (1995), 23 O.R. (3d) 31 (Div. Ct.)].
In order to discharge the burden of proof under part three of the test, the parties resisting
disclosure must present evidence that is detailed and convincing, and must describe a set of facts
and circumstances that could lead to a reasonable expectation that one or more of the harms
described in section 17(1) would occur if the information was disclosed [Orders 36, P-373].
In Order PO-1747, Senior Adjudicator David Goodis stated the following with respect to the
phrase "could reasonably be expected to", which appears in the opening words of section 17(1):
The words "could reasonably be expected to" appear in the preamble of section
14(1), as well as in several other exemptions under the Act dealing with a wide
variety of anticipated "harms". In the case of most of these exemptions, in order
to establish that the particular harm in question "could reasonably be expected" to
result from disclosure of a record, the party with the burden of proof must provide
"detailed and convincing" evidence to establish a "reasonable expectation of
probable harm" [see Order P-373, two court decisions on judicial review of that
order in Ontario (Workers' Compensation Board) v. Ontario (Assistant
Information and Privacy Commissioner) (1998), 41 O.R. (3d) 464 at 476 (C.A.),
reversing (1995), 23 O.R. (3d) 31 at 40 (Div. Ct.), and Ontario (Minister of
Labour) v. Big Canoe, [1999] O.J. No. 4560 (C.A.), affirming (June 2, 1998),
Toronto Doc. 28/98 (Div. Ct.)].
In my view, 407 ETR must provide detailed and convincing evidence to establish a "reasonable
expectation of probable harm" as described in paragraphs (a), (b) and/or (c) of section 17(1).
Section 17(1)(a): Prejudice to competitive position
407 ETR’s representations
407 ETR makes the following general representations with respect to the exemption under
sections 17(1):
Until the privatization occurs, the government could generally refuse to disclose
information of the kind described in the preceding paragraph about its Crown
corporation, if it were requested under the Act, on the basis of section 18 of the
- 21 -
[IPC Order PO-1975/December 5, 2001]
Act. Logically, the person acquiring the business should equally be able to
prevent disclosure of the same information after privatization on the basis of
section 17 of the Act. The same information is in issue. The same business is in
issue. All that has changed is the identity of the owner of the business.
If it were otherwise, anyone acquiring a business from the government would be
exposed to potentially substantial and unwarranted prejudice. After privatization
of the business, anyone interested (for example, competitors) could obtain from
the government under the Act highly material and confidential information about
the business, its operations, its projections, its customers, that could not have been
obtained before the privatization because of section 18. If this were the result
under the Act, which 407 ETR submits for the reasons that follow, it is not, there
would be substantial impediments facing any privatization of any business by the
government. Private sector parties might well not be prepared to even consider
acquiring businesses from the government if all confidential business information
relating to this business in the control of the government could be obtained under
the Act by anyone who asked for it following privatization. Privatization could,
therefore, easily become difficult, if not impossible, to complete. The continued
ability of the government to effect privatizations where and when the government
considers it in the public interest to do so is clearly something that is itself in the
public interest.
With reference to the harm alleged at section 17(1)(a), 407 ETR submits:
The Ontario government has announced its interest in the construction of
additional privately-operated toll highways in Ontario, for example the 407 ETR
East Completion Niagara Mid-Peninsula highway, Highway 410/427 extension to
Collingwood, Highway 404 north extension to Lake Simcoe, an unnamed
highway north of and parallel to Highway 407 ETR and the Gardiner Expressway
replacement. As recently as [March 2001], there has also been public discussion
of the possibility of the City of Toronto adding four toll lanes to the Don Valley
Parkway. 407 ETR is a potential bidder, but by no means the only potential
bidder, on additional privately-operated toll highways that may be built in
Ontario. Given the various public announcements identified above, there is
significant prospect that such highway projects will be undertaken in the
reasonably near term.
In any such bidding process, those bidding in competition with 407 ETR could
easily make use of the commercial and financial information here in issue to, for
example, compete against 407 ETR with valuable information about 407 ETR’s
business without 407 ETR having any equivalent opportunity to gain access to
similar information about its competitor.
- 22 -
[IPC Order PO-1975/December 5, 2001]
Requester’s representations
The requester submits:
One scenario suggested by the third party suggests that the release of tolling
information would allow competitors to develop competing highways, and
schedule their construction to coincide with mandated expansion and
construction, leaving 407 ETR vulnerable to competitors.
407 ETR’s own Annual Information Form makes this scenario unlikely.
Appendix B, which shows page 3 of the Annual Form, describes the process for
highway construction as slow and complex, making the rapid construction
required to harm the highway’s competitive position unlikely.
“The planning process for a major thoroughfare of the scale of 407
may take 20 years or more and the process of assembling
contiguous land parcels, obtaining environmental permits and all
requisite municipal and provincial approvals may extend this time
frame by an additional 10 to 15 years.”
407 ETR seems to indicate that the process for constructing highways is so
arduous, that, as an already completed highway, it stands as a financially secure
investment with a significant competitive advantage.
407 ETR’s reply representations
In response to the requester’s submission, 407 ETR states:
The requester questions any prejudice to 407 ETR’s competitive position by
citing the length of time required to plan and construct Highway 407 ETR.
Although 20 or 30 years may elapse from inception to completion of a major
thoroughfare of the scale of Highway 407, complexity of planning and
construction ought not be confused with the ability to compete with 407 ETR. It
is also worth note that 407 ETR is merely 2 years into a 99 year concession term
and that Highway 407 ETR may have Eastern and Western extensions beyond
what is in the Concession Agreement in relatively short period of time …
Findings
With respect to 407 ETR’s argument that “anyone acquiring a business from the government
would be exposed to potentially substantial and unwarranted prejudice”, I have already
determined above that the fact that 407 ETR used to be a Crown corporation does not preclude it
from availing itself of the protection afforded under the section 17(1) exemption. Having said
that, however, I also believe that if an organization chooses to do business with the government,
it must be prepared to accept the level of public scrutiny contemplated under the Act.
- 23 -
[IPC Order PO-1975/December 5, 2001]
As far as the section 18 argument is concerned, 407 ETR is correct in asserting that this
exemption is designed to protect the interests of the government. However, whether or not the
information at issue would have been exempt under section 18 prior to the sale of Highway 407
is not determinative of the issues in these appeals. The application of section 18 to information
concerning Crown corporations may involve factors and considerations significantly different
from those in this case. In my view, section 17(1) of the Act, being designed to protect the
interests of parties outside the government, is the appropriate exemption to be considered in the
context of potential harm to 407 ETR.
Having reviewed all of the representations, together with the information at issue, I am not
satisfied that 407 ETR has provided sufficient evidence to demonstrate that disclosure of the
information remaining at issue could reasonably be expected to cause the harms described in
section 17(1)(a). Although 407 ETR argues that potential competitors “could easily make use of
the commercial and financial information here in issue to, for example, compete against 407
ETR with valuable information about 407 ETR’s business”, other than making these general
assertions, it does not refer to any specific portions of the records nor does it provide any
supporting details in this regard. Furthermore, it is not evident on the face of the records how
disclosure of this information could reasonably be expected to significantly prejudice the
competitive position or interfere significantly with any future contractual or other negotiations.
Accordingly, I find that section 17(1)(a) is not applicable here.
Section 17(1)(b): Similar information no longer supplied
407 ETR’s representations
407 ETR submits:
If the information in issue in connection with Schedule 22 is ordered disclosed
pursuant to the Act, it would also be the case that much information retained by
the government following the privatization of many businesses would very likely
be obtainable under the Act. As indicated above, this would seriously jeopardize
the government’s ability to privatize business.
A possible means of avoiding disclosure under the Act of information in the
continuing control of government following privatization of the business of a
Crown corporation would be for the Crown corporation not to provide the
information to any government institution subject to the Act prior to or in
connection with the proposed privatization. Then, the government would not
have the information and could not be required to disclose it under the Act
following privatization.
But, a necessary consequence of adopting this approach would be that the
government would be much less knowledgeable about the business it was
privatizing. It would, therefore, be hard-pressed to determine fair market value
for the business with the result that it could well sell such business for an amount
- 24 -
[IPC Order PO-1975/December 5, 2001]
substantially less than its fair market value. Such a result would clearly not be in
the public interest.
Requester’s submission
The requester states:
It has been suggested that the release of information regarding the tolling
practices, and other agreements reached between 407 ETR and the Government
of Ontario would result in the termination of the practice of sharing information
with the Government so that it may evaluate its asset, undermining its ability to
attract full value for its investment.
In spite of the financial incentives for the Government to deny itself of this
information, it will continue to be the Government’s prerogative to request this
information of its Crown corporations.
A government which chooses to refuse to request this information of its Crown
assets will be making a political decision, and as such will be accountable to the
political decisions of the public.
Findings
Similar to the Ministry the OTCC was an institution under the Act and as such, its records were
also subject to the Act. Therefore, as far as any future privatization transactions are concerned,
if the Crown corporation in question is already subject to the Act, there would be no reason to
withhold any information from the Ministry on the basis as argued by 407 ETR.
Even if the Crown corporation was not a designated institution under the Act, in my view, it is
unlikely that it would withhold relevant information from the government if it was required for
the purposes of completing a similar sale transaction in the future. It is also worthy to note that
the Ministry does not appear to share 407 ETR’s view in this respect. As stated earlier, the
Ministry chose not to make any representations with respect to the application of section 17(1).
However, I would assume that if the Ministry felt that there was a reasonable expectation of
harm, as described by 407 ETR, it would have asserted that section 17(1)(b) is applicable in this
case.
Based on the above, I find that a decision in the present appeals to order the disclosure of the
information remaining at issue could not reasonably be expected to result in similar information
no longer being supplied.
Section 17(1)(c): Undue loss or gain
407 ETR’s representations
With respect to the “Information Objections” 407 ETR states generally:
- 25 -
[IPC Order PO-1975/December 5, 2001]
Disclosure of the information here in issue to, for example, those bidding against
407 ETR in anticipated RFP processes for additional privately-operated toll
highways in Ontario would give such competitors valuable information about
407 ETR’s business, its projections and historical financial information. 407
ETR’s competitors have no legitimate basis for obtaining this information and
would not, in normal circumstances, be able to obtain such information
concerning a private-sector competitor. Undue loss to 407 ETR would be likely
to result from disclosure of such information to 407 ETR’s competitors and
undue gain would accrue to its competitors if they were able to obtain access to
such information since such competitors would, thereby, gain access to and
acquire a valuable knowledge base concerning 407’s ETR’s business expertise
and its operating procedures, all without 407 ETR having any equivalent
opportunity to gain access to similar information about its competitors. The loss
to 407 and its shareholders and the gain to its competitors that would result
would be particularly “undue” because it would occur merely because 407
ETR/OTCC was previously owned by the government with the result that the
government has control of the information in issue.
More specifically, with respect to the two pages of Notes to the Revised Pro Forma Balance
Sheet within Schedule 1.1(bl) to the SPA 407 ETR submits:
In addition, section 17(1)(c) applies to the information in Item 2 because
disclosure of the Notes to the Pro Forma Balance Sheet would disclose that the
current financial statement of 407 ETR now are prepared on a somewhat different
accounting basis than that used in 1998 (… Both approaches are acceptable under
applicable accounting principles. Disclosure of the change might, however, lead
to confusion in the marketplace with the real potential to adversely affect the
ability of 407 ETR’s parent (407 International Inc.) to raise capital in the market.)
With respect to the dollar amounts within Schedule 4.1(o)(ii) to the SPA, “Historical Revenue
Data”, 407 ETR submits:
With respect to Item 5, 407 ETR has never publicly released revenue data from
the period prior to the privatization of Highway 407 in May, 1999. In addition,
407 ETR publicly releases quarterly revenue information for the period since
May, 1999 but not monthly revenues. The manner in which 407 ETR currently
calculates its revenues is somewhat different from the way in which 407
ETR/OTCC calculated revenues prior to privatization. Disclosure of the monthly
revenue amounts in Item 5 would, therefore, result in the disclosure of financial
information that has never previously disclosed, that is more detailed than the
information now publicly disclosed and that is calculated on a different basis than
the revenue information disclosed by 407 ETR. The likely result of the disclosure
of this information would be confusion in the marketplace on the part of those
trying to reconcile various financial data concerning 407 ETR prepared on
different bases. As a result, the ability of 407 International and/or 407 ETR to
raise money in the market could reasonably be expected to be adversely affected.
- 26 -
[IPC Order PO-1975/December 5, 2001]
Confusion in the financial market concerning the revenue generating history of
Highway 407 can reasonably be expected to lead to uncertainty in the financial
market and such uncertainty generally leads either to a reduced willingness to
lend money or a willingness to lend only at a higher price. Either result would
have adverse consequences for 407 International and 407 ETR.
With respect to Schedule 4.1(ae) to the SPA, “Litigation”, 407 ETR submits:
With respect to Item 6, 407 ETR is concerned that individual members of the
public, if they become aware of the various types of claims that have been
asserted against it, would be encouraged to commence similar types of claims
against 407 ETR. It is particularly concerned that “copycat” claims could be
commenced on a frivolous and unsubstantiated basis by some individuals in
hopes of achieving the financial benefit of a nuisance settlement. The costs
which 407 ETR would be obliged to incur in defending itself against such
unmeritorious claims would clearly result in undue loss to 407 ETR for the
purposes of section 17 (“undue” because the claims in question are frivolous and
without merit).
Requester’s representations
The requester states:
However harmful this disclosure may be to the third party, it is difficult to
understand how it may be viewed as excessive. As mentioned earlier, it may
take upward of 20 years to construct a competing highway for 407 ETR, making
the rapid response required by a competitor to capitalize on this information next
to impossible.
Furthermore, the information that the third party wishes to protect was made
available, as I have mentioned before, to potential investors, who would
conceivably be the potential competitors of the third party.
Findings
Based on the material before me, I am not persuaded that disclosure of the notes to the Pro
Forma Balance Sheet or the historical revenue data would result in the types of harms as
described by 407 ETR. In Order MO-1452, Adjudicator Dora Nipp concluded that the fact that a
record may contain information which could be misleading does not alone fit within the harms
described in section 10(1)(a) or (c) of the Municipal Freedom of Information and Protection of
Privacy Act, which are equivalent to sections 17(1)(a) and (c) of the Act. Similarly, in this case,
I am not persuaded that simply because the 407 ETR now prepares its financial statements on a
somewhat different accounting basis than that used in 1998 and calculates its revenues
somewhat differently from the way in which 407 ETR/OTCC calculated revenues prior to
privatization could reasonably be expected to result in the harms envisioned by section 17(1)(a)
or (c) if these records were disclosed.
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[IPC Order PO-1975/December 5, 2001]
With respect to Schedule 4.1(ae) to the SPA, “Litigation”, I find that 407 ETR's submissions are
highly speculative with respect to the possible consequences of disclosure of this record. In my
view, 407 ETR has not established a reasonable expectation of harm occurring from disclosure
of this information. Accordingly, I find that section 17(1)(c) is not applicable.
In summary, I find that section 17(1) is not applicable to any of the information at issue in these
appeals.
ECONOMIC AND OTHER INTERESTS
The Ministry relies on sections 18(1)(d) and (e) to deny access to the fees contained in Schedules
18, Authorized Requester Electronic Data Transfer Agreement and Schedule 23, Toll
Collection/Enforcement Procedures. Both these records are schedules to the CGLA.
Sections 18(1)(d) and (e) state:
A head may refuse to disclose a record that contains,
(d) information where the disclosure could reasonably be expected
to be injurious to the financial interests of the Government of
Ontario or the ability of the Government of Ontario to manage
the economy of Ontario;
(e) positions, plans, procedures, criteria or instructions to be
applied to any negotiations carried on or to be carried on by or
on behalf of an institution or the Government of Ontario;
As outlined above, in Order PO-1747, Senior Adjudicator Goodis stated:
The words "could reasonably be expected to" appear in the preamble of section
14(1), as well as in several other exemptions under the Act dealing with a wide
variety of anticipated "harms". In the case of most of these exemptions, in order
to establish that the particular harm in question "could reasonably be expected" to
result from disclosure of a record, the party with the burden of proof must provide
"detailed and convincing" evidence to establish a "reasonable expectation of
probable harm" [see Order P-373, two court decisions on judicial review of that
order in Ontario (Workers' Compensation Board) v. Ontario (Assistant
Information and Privacy Commissioner) (1998), 41 O.R. (3d) 464 at 476 (C.A.),
reversing (1995), 23 O.R. (3d) 31 at 40 (Div. Ct.), and Ontario (Minister of
Labour) v. Big Canoe, [1999] O.J. No. 4560 (C.A.), affirming (June 2, 1998),
Toronto Doc. 28/98 (Div. Ct.)].
Applying this reasoning, in order to establish the requirements of the sections 18(1)(d) and (e)
exemption claim, the Ministry must provide detailed and convincing evidence sufficient to
establish a reasonable expectation of probable harm as described in these sections resulting from
disclosure of the records.
- 28 -
[IPC Order PO-1975/December 5, 2001]
Representations
The Ministry states that the government has announced on numerous occasions that “its plans
include the construction of new provincial highways as toll roads and/or upgrading and
conversion of existing provincial highways to toll roads, which toll roads may involve electronic
toll collection fees and may be subject to private sector participation which will require the
negotiation of fees of the nature set forth in the records which are at issue herein”. With respect
to the section 18(1)(d) exemption, the Ministry states:
The position of the Government of Ontario is that the disclosure of the fees
negotiated in this case would prejudice its ability in the future to negotiate the
terms most favourable to Ontario’s revenues, thereby causing injury to its
financial interests. The Agreement of which these records are a part was the
result of a unique approach by the Government of Ontario, or any other
government, to the construction, financing and leasing of a major highway with
totally automated toll imposition and collection of user tolls. The negotiation of
the fees to be paid by the lessee to the Government of Ontario in such a case was
without precedent, and without operational experience. Hence the establishment
of the quantum of fees of necessity could only be based on informed estimates,
the relative advantage or disadvantage flowing to the various parties being
speculative.
The Ministry goes on to state the following with respect to the section 18(1)(e)
exemption claim:
The position of the Ministry and of the Government of Ontario is that the
positions and criteria which they intend to apply to future negotiations with
potential private sector partners or participants in the creation and operation of
toll roads will have as a key element the financial arrangements between the
parties, of which the nature and quantum of fees to be charged by the Ministry
will be of fundamental importance. Disclosure of the arrangements entered into
in the pilot project of such magnitude would constrain the Government’s
negotiating positions.
The requester on the other hand argues as follows:
I reject the notion that public scrutiny of the negotiated fees would harm the
government’s negotiating position.
It is quite possible that a government seeking to sell an asset would find from
public scrutiny the mandate to seek a higher asking price. The fact that the deal it
negotiated would be subject to public approval could in fact force the government
to seek the highest sale price.
As well, as I have and will argue throughout this submission, the sale price
obtained from the sale of the asset is only one factor in determining the value
- 29 -
[IPC Order PO-1975/December 5, 2001]
obtained from the sale. If future users of the highway are afterwards subjected to
impossibly high toll rates, these rates diminish the value obtained by taxpayers in
the sale.
The assumption made by the Ministry in its decision, that public scrutiny of the
deal negotiate would harm the sale price, does not take into account the legitimate
role of public opinion in influencing government action. The sale of Highway
407 to private interests was a political decision, and as such it is entirely
appropriate for the public to be afforded an opportunity to express its views on the
sale. If the public wishes to apply pressure on the Government to negotiate a
lower sale price to guarantee lower toll rates, or if it wishes any other combination
of changes to possible deals, whether it is in the best interests or against the best
interests of the Government is immaterial. The public must have an opportunity
to offer an informed voice on political decisions.
In its reply representations the Ministry refers to a recent announcement by the Minister of
Finance wherein he stated that “[w]e are currently determining how best to expand and manage
our highways. As part of this exercise, SuperBuild will examine opportunities for the private
sector to contribute to our highway system”. The Ministry further submits that subsequent to
this announcement the Ministry of Finance/SuperBuild issued RFPs calling on the private sector
to complete Highway 407 East. The Ministry also continues to argue that the fees paid by 407
ETR will serve as a critical point of reference to prospective toll highway operators:
Even accepting the requester’s time line for future toll agreement, the Ministry
still submits that the fees negotiated with 407 ETR will be relevant to future
negotiations of toll highways whether they occur in the near future or after
several years. The lease of Highway 407, a highway with totally automated toll
imposition and collection, is unprecedented not just in Ontario, but in the world.
It is quite reasonable to conclude that the terms and conditions of this agreement,
especially the fees negotiated, will be of central interest to the attendant
negotiations of future toll highway agreements. Cost comparisons between time
periods are common. It would not be difficult for these fees to be adjusted for
inflation and used as a benchmark to hamper the Government’s ability to
negotiate a more favourable agreement for the public. The fact that the
Government holds a monopoly position is immaterial to the injury it could
reasonably suffer if it had to bargain constrained by its past negotiated results.
It is also worth remembering that the fees negotiated are in consideration of the
administrative costs the Government incurs to facilitate toll collection for 407
ETR. These fees could also be relevant to a multitude of other contexts outside of
highway tolling where the Government enters into an agreement with a private
party where it will provide administrative services during the term of the
agreement.
The Ministry relies on Orders P-1026, P-1022 and M-712 in support of its position that section
18(1)(d) is applicable in the circumstances of this case. The Ministry also points out that the fees
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[IPC Order PO-1975/December 5, 2001]
under consideration are not the amounts paid by the private sector for the highway asset, but
rather they are fees paid for the Ministry to provide services. The Ministry therefore submits that
while each toll highway may be different, the services provided for the purposes of toll
enforcement will be similar.
Findings
As described above, Schedule 18 to the CGLA is an Electronic Data Transfer Agreement,
pursuant to which the Ministry granted 407 ETR a licence to access and use certain Ministry
“information products”. The only information at issue within this agreement are the fees
outlined in Schedule C, which consist of connectivity fees to access certain information and a
base fee for access to the “information products”. Schedule 23 to the CGLA is a record entitled
“Toll Collection/Enforcement Procedures” which stipulates that the Crown may charge 407 ETR
certain fees for services in connection with the collection of outstanding toll charges by the
Ministry. It also outlines the cost for the Ministry to provide 407 ETR with certain information
concerning commercial vehicles. Finally, this record specifies the service fees for the
distribution of transponders by the Ministry.
Section 18(1)(d)
To establish a valid exemption claim under section 18(1)(d), the Ministry must demonstrate a
reasonable expectation of injury to the financial interests of the Government of Ontario or the
ability of the Government of Ontario to manage the economy of Ontario (Orders P-219, P-641
and P-1114).
The Ministry is correct in pointing out that Orders P-1026, P-1022 and M-712 found that the
economic interests and competitive position of the institution would be prejudiced if the
institution could not negotiate the “best possible deal for the province”. Further, these orders
found that disclosure of the information at issue would inhibit the institution’s ability to negotiate
the “best possible deal” and applied section 18(1)(c) (prejudice to the economic interest or the
competitive position of an institution) of the Act to this information.
I am not persuaded, however, based on the representations provided by the Ministry in the
present case, that disclosure of the fees in question would inhibit the Ministry’s ability to
negotiate the "best possible deal". The Ministry has a monopoly not only on the construction of
highways, but also on the services it provides associated with its “information products”. As
such, I agree with the requester that the Ministry is in a strong negotiating position with respect
to both the overall sale price of the highway asset, as well as the individual fees to be charged
with respect to the services provided for the purpose of toll enforcement.
The fees relating to Highway 407 were likely determined based on a number of different factors
such as location, cost of construction, anticipated traffic and potential revenues. In my view,
although the services provided by the Ministry for the purposes of toll enforcement may be
similar with respect to each toll highway, this does not mean that the unique circumstances
relating to each highway would not be taken into consideration when negotiating future fees in
- 31 -
[IPC Order PO-1975/December 5, 2001]
this regard. Moreover, the current economic environment would likely also be a significant
factor in any future negotiations.
Furthermore, although the Ministry states that the fees in question “could also be relevant to a
multitude of other contexts outside of highway tolling where the Government enters into an
agreement with a private party”, it provides no further information or explanations in this regard.
Based on the material before me, I find that there is insufficient evidence to establish a
reasonable expectation of probable harm as described in section 18(1)(d) in the circumstances.
In view of the above, I am not persuaded that disclosure of the information at issue would result
in the harm contemplated by section 18(1)(d) and accordingly, I find that it is not applicable in
the circumstances.
Section18(1)(e)
In order to qualify for exemption under section 18(1)(e), the Ministry must establish the
following:
1. the records must contain positions, plans, procedures, criteria or instructions; and
2. the positions, plans, procedures, criteria or instructions must be intended to be applied to
negotiations; and
3. the negotiations must be carried on currently, or will be carried on in the future; and
4. the negotiations must be conducted by or on behalf of the Government of Ontario or an
institution.
[Order P-219]
In Orders MO-1199-F and MO-1264 Adjudicator Laurel Cropley stated the following with
respect to the municipal equivalent of section 18(1)(e) of the Act:
Previous orders of the Commissioner's office have defined "plan" as "... a
formulated and especially detailed method by which a thing is to be done; a
design or scheme" (Order P-229).
In my view, the other terms in section 11(e), that is, "positions", "procedures",
"criteria" and "instructions", are similarly referable to pre-determined courses of
action or ways of proceeding.
Having reviewed the information at issue, namely the dollar amounts, I find that none of it
contains positions, plans, procedures, criteria or instructions, as those terms are used in section
18(1)(e), and on that basis alone they do not qualify for exemption under that section of the Act.
- 32 -
[IPC Order PO-1975/December 5, 2001]
SOLICITOR-CLIENT PRIVILEGE
Introduction
Section 19 of the Act reads:
A head may refuse to disclose a record that is subject to solicitor-client privilege
or that was prepared by or for Crown counsel for use in giving legal advice or in
contemplation of or for use in litigation.
Section 19 encompasses two heads of privilege, as derived from the common law: (i) solicitorclient
communication privilege; and (ii) litigation privilege. In order for section 12 to apply, it
must be established that one or the other, or both, of these heads of privilege apply to the records
at issue.
Solicitor-client communication privilege
Solicitor-client communication privilege protects direct communications of a confidential nature
between a solicitor and client, or their agents or employees, made for the purpose of obtaining
professional legal advice. The rationale for this privilege is to ensure that a client may confide in
his or her lawyer on a legal matter without reservation [Order P-1551].
This privilege has been described by the Supreme Court of Canada as follows:
... all information which a person must provide in order to obtain legal advice and
which is given in confidence for that purpose enjoys the privileges attaching to
confidentiality. This confidentiality attaches to all communications made within
the framework of the solicitor-client relationship ... [Descôteaux v. Mierzwinski
(1982), 141 D.L.R. (3d) 590 at 618, cited in Order P-1409]
The privilege has been found to apply to “a continuum of communications” between a solicitor
and client:
… the test is whether the communication or document was made confidentially
for the purposes of legal advice. Those purposes have to be construed broadly.
Privilege obviously attaches to a document conveying legal advice from
solicitor to client and to a specific request from the client for such advice. But
it does not follow that all other communications between them lack privilege.
In most solicitor and client relationships, especially where a transaction
involves protracted dealings, advice may be required or appropriate on matters
great or small at various stages. There will be a continuum of communications
and meetings between the solicitor and client … Where information is passed
by the solicitor or client to the other as part of the continuum aimed at keeping
both informed so that advice may be sought and given as required, privilege
will attach. A letter from the client containing information may end with such
words as “please advise me what I should do.” But, even if it does not, there
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[IPC Order PO-1975/December 5, 2001]
will usually be implied in the relationship an overall expectation that the
solicitor will at each stage, whether asked specifically or not, tender appropriate
advice. Moreover, legal advice is not confined to telling the client the law; it
must include advice as to what should prudently and sensibly be done in the
relevant legal context.
(Balabel v. Air India, [1988] 2 W.L.R. 1036 at 1046 (Eng. C.A.), cited in Order
P1409)
Waiver of solicitor-client communication privilege
The actions by or on behalf of the institution and/or another party may constitute waiver of
solicitor-client communication privilege or litigation privilege. As stated in Order P-1342:
... [C]ommon law solicitor-client privilege can also be lost through a waiver of
the privilege by the client. Waiver of privilege is ordinarily established where it
is shown that the possessor of the privilege (1) knows of the existence of the
privilege, and (2) voluntarily evinces an intention to waive the privilege [S. & K.
Processors Ltd. v. Campbell Avenue Herring Producers Ltd., [1983] 4 W.W.R.
762, 45 B.C.L.R. 218, 35 C.P.C. 146 (S.C.) at 148-149 (C.P.C)]. Generally,
disclosure to outsiders of privileged information would constitute waiver of
privilege [J. Sopinka et al., The Law of Evidence in Canada at p. 669. See also
Wellman v. General Crane Industries Ltd. (1986), 20 O.A.C. 384 (C.A.); R. v.
Kotapski (1981), 66 C.C.C. (2d) 78 (Que. S. C.)].
Strictly speaking, since the client is the “holder” of the privilege, only the client can waive it.
However, the client’s waiver of the privilege can be implied from the actions of the client’s
solicitor. Legal advisors have the ostensible authority to bind the client to any matter which
arises in or is incidental to the litigation, and that ostensible authority extends to waiver of the
client’s privilege. [J. Sopinka et. al., The Law of Evidence in Canada at p. 663. See also: Geffen
v. Goodman Estate (1991), 81 D.L.R. (4th) 211 (S.C.C.); Derby & Co. Ltd. v. Weldon (No. 8),
[1991] 1 W.L.R. 73 at 87 (C.A.)].
Findings
As stated earlier in this order, the Ministry had previously relied on section 19 of the Act with
respect to Schedules 6.1.4 and 6.3.4 to the SPA. In its representations, however, the Ministry
consented to the disclosure of these two records. In its reply representations, 407 ETR indicated
that it denies the Ministry’s authority to waive any privilege it has to these “legal opinions”, and
does not consent to their release. 407 ETR does not provide any further representations in this
respect.
Article 6 of the SPA sets out the pre-conditions to closing. Section 6.1.4 of the SPA, stipulates
that “[t]he Purchaser shall have received a legal opinion dated the Closing Date from the
Vendor’s counsel substantially in the forms set forth in Schedule 6.1.4”. Section 6.3.4 of the
- 34 -
[IPC Order PO-1975/December 5, 2001]
SPA, stipulates that the Vendor shall receive same from the Purchaser’s and each of the Equity
Participants’ counsel in the form set forth in Schedule 6.3.4.
Based on my review of Schedules 6.1.4 and 6.3.4, I find that they cannot be considered a
privileged communication between a lawyer and a client made for the purpose of giving or
receiving legal advice. As outlined above, the two schedules in question are not the actual legal
opinions, but rather set out the form in which the required legal opinions should be set. Even if
I were to find that the content of these records was created by the solicitors as part of their
working papers relating to the giving of legal advice, the fact that these records formed part of
the SPA is clear evidence of an intention to waive privilege on behalf of the clients.
Additionally, the Ministry has also clearly waived privilege in Schedule 6.1.4 by consenting to
its disclosure to the requester. As far as Schedule 6.3.4 is concerned, in Order MO-1338, Senior
Adjudicator Goodis stated the following:
In my view, the solicitor-client privilege exemption is designed to protect the
interests of a government institution in obtaining legal advice and having legal
representation in the context of litigation, not the interests of other parties outside
government. Had the Legislature intended for the privilege to apply to nongovernment
parties, it could have done so through express language such as that
used in the third party information and personal privacy exemptions at sections 10
and 14 of the Act. This interpretation is consistent with statements made by the
Honourable Ian Scott, then Attorney General of Ontario, in hearings on Bill 34,
the precursor to the Act's provincial counterpart . . .
Thus, where the client in respect of a particular communication relating to legal
advice is not an institution under the Act, the exemption cannot apply. The only
exception to this rule would be where a non-institution client and an institution
have a "joint interest" in the particular matter. …
In this case, there is no evidence before me to establish a "joint interest" between 407
International Inc. and the Crown for the purposes of solicitor-client privilege. Accordingly, I
find that the records in question are not exempt under section 19 of the Act.
ORDER:
1. I order the Ministry to disclose the records at issue to the requester, no later than January
14, 2002, but not earlier than January 7, 2002, with the exception of the highlighted
information within Schedules 4.1(ae) and (af) to the SPA and Schedules 8 and 15 to the
CGLA which should not be disclosed, as the requester is no longer seeking access to this
information.
- 35 -
[IPC Order PO-1975/December 5, 2001]
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Legislation
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Signed by
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Irena Pascoe
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Published
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Dec 05, 2001
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Type
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Order
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Judicial Review
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Affected parties' application abandoned December 30, 2002
407 ETR Concession Company Limited and 407 International Inc. v. Attorney General for Ontario, Irena Pascoe, Adjudicator, Information and Privacy Commissioner/Ontario, Minister of Transportation, and John Doe, Requester, Tor. Doc. 12/02 (Div. Ct.)
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