exv10w1






Exhibit 10.1




NO. S030527




VANCOUVER REGISTRY




IN THE SUPREME COURT OF BRITISH COLUMBIA




BETWEEN:




KURT MACKINNON and LOUISE PARSONS



PLAINTIFFS




AND:




NATIONAL MONEY MART COMPANY and DOLLAR FINANCIAL GROUP, INC.




DEFENDANTS




Brought under the Class Proceedings Act, R.S.B.C. 1996, c.50 (the “Action”)




SETTLEMENT AGREEMENT



(made as of March 31st, 2010)









 



 


TABLE OF CONTENTS




	 	 	 	 	 
	SECTION 1 – RECITALS
	 	 	1	 
	 
	 	 	 	 
	SECTION 2 – DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	SECTION 3 – REQUIRED EVENTS AND COOPERATION
	 	 	11	 
	 
	 	 	 	 
	SECTION 4 – NOTICE TO THE SETTLEMENT CLASS
	 	 	13	 
	 
	 	 	 	 
	SECTION 5 – MONEY MART’S SETTLEMENT OBLIGATIONS
	 	 	14	 
	 
	 	 	 	 
	(a) Opt-Out Rights
	 	 	14	 
	 
	 	 	 	 
	(b) Claims Period and Process
	 	 	15	 
	 
	 	 	 	 
	(c) Settlement Class Claimants
	 	 	16	 
	 
	 	 	 	 
	(d) Payments to Settlement Class Claimants
	 	 	17	 
	 
	 	 	 	 
	(e) Debt Release
	 	 	19	 
	 
	 	 	 	 
	(f) Residue
	 	 	19	 
	 
	 	 	 	 
	SECTION 6 – SETTLEMENT ADMINISTRATION
	 	 	19	 
	 
	 	 	 	 
	(a) Money Mart
	 	 	19	 
	 
	 	 	 	 
	(b) The Referee
	 	 	20	 
	 
	 	 	 	 
	(c) The Auditor
	 	 	21	 
	 
	 	 	 	 
	SECTION 7 – RELEASES AND JURISDICTION OF THE COURT
	 	 	21	 
	 
	 	 	 	 
	SECTION 8 – CLASS COUNSEL FEES
	 	 	22	 
	 
	 	 	 	 
	SECTION 9 – NO ADMISSIONS/NO USE
	 	 	23	 
	 
	 	 	 	 
	SECTION 10 – MISCELLANEOUS PROVISIONS
	 	 	23	 
	 
	 	 	 	 
	SECTION 11 – TERMINATION OF THE AGREEMENT
	 	 	26	 
	 
	 	 	 	 
	SECTION 12 – REPRESENTATIONS AND WARRANTIES
	 	 	27	 
	 
	 	 	 	 
	SECTION 13 – GUARANTEE BY DOLLAR FINANCIAL
	 	 	28	 












 



 


     Subject to Court approval as provided herein, the Parties hereby stipulate and agree that, in
consideration of the promises and covenants set forth in the Agreement and upon the Settlement
Approval Order approving the Settlement and directing the implementation of the terms and
conditions of the Settlement as set forth in the Agreement becoming final, the Action will be
settled and compromised upon the terms and conditions contained herein.



SECTION 1 – RECITALS



1.1 WHEREAS:



A. Kurt MacKinnon and Louise Parsons commenced the Action against the Defendants alleging among
other things that the Defendants charged, or permitted to be charged, fees for short term loans
which constituted interest at a criminal rate contrary to s. 347 of the Criminal Code of Canada;



B. The Defendants have denied and continue to deny the Plaintiffs’ claims in the Action and have
denied any wrongdoing or liability to the Plaintiffs of any kind, and have raised numerous
affirmative defences;



C. Based upon extensive analysis of the facts and the law applicable to the Plaintiffs’ claims,
and taking into account the extensive burdens and expense of continued litigation, including the
risks and uncertainties associated with trial and any potential appeal, the risk of collection, as
well as the fair, cost-effective and assured method of resolving the Plaintiffs’ claims and the
claims of the Settlement Class, Class Counsel and the Plaintiffs, with the benefit of advice from
Class Counsel, concluded that the Agreement is fair and reasonable, and in the best interests of
the Settlement Class;



D. The Defendants similarly have concluded that the Agreement is desirable in order to avoid the
time, risks and expense of continuing with the Action, a trial and any potential appeals, and to
resolve finally and completely the pending and potential claims of the Plaintiffs and the
Settlement Class;












 



 




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E. The Plaintiffs and the Defendants engaged in lengthy, hard fought and extensive litigation,
negotiations and independent mediation sessions, which mediation sessions resulted in the
Agreement. The terms and conditions of the Agreement are recommended by the independent mediator,
the Honourable Donald Brenner, Q.C.;



F. The Parties intend by the Agreement to resolve, terminate and finally conclude any and all
Settled Claims pursuant to the terms of the Agreement, and further intend that the Released
Persons shall receive complete releases and final peace from all such Settled Claims on behalf of
the Settlement Class; and




        NOW, THEREFORE, for value received, the Parties stipulate and agree, subject to Court
approval, that any and all Settled Claims shall be finally settled and resolved on the terms and
conditions set forth in the Agreement:



SECTION 2 – DEFINITIONS





	2.1 	As used in the Agreement, including the Recitals and Schedules hereto, in addition to any
definitions elsewhere in the Agreement, the following terms shall have the meanings set forth
below:






(a) Action means the action in the Supreme of British Columbia bearing Court File No.
S030527;




(b) Agreement means this agreement, including all Schedules attached hereto;




(c) Auditor means Grant Thornton LLP;




(d) Cash Credits means cash in the total amount of $12,375,000 to be distributed to
Settlement Class Claimants in shares calculated in accordance with this Agreement;









 



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(e) Cheque Cashing Fees mean the amount of the percentage fee and the fixed fee paid by a
Settlement Class Member to cash a cheque used to repay an Eligible Fast Cash Advance Transaction;




(f) Claim Form means a written claim submitted by a Settlement Class Member substantially in the
form of Schedule D;




(g) Claims Period means the period commencing on the Settlement Date and ending 180 days
thereafter;




(h) Class means all persons who were resident in British Columbia at any time after January 29,
2003 who, in the period January 29, 1997 to July 11, 2009 entered into an Eligible Fast Cash
Advance Transaction with Money Mart, excluding persons who opted out in accordance with the Order
of the Honourable Madam Justice Brown in this action dated March 14, 2007;




(i) Class Counsel means the law firm of Hordo & Bennett;




(j) Class Counsel Fees mean the fees, disbursements, costs, interest, GST and other applicable
taxes or charges of Class Counsel approved by the Court;




(k) Class Member means a member of the Class;




(l) Common Issues means the common issues set out in Schedule A of the Order of the Honourable
Madam Justice Brown in this action dated July 25, 2008;




(m) Court means the Supreme Court of British Columbia;




(n) Debt Release means, in respect of each Indebted Class Member, the release by or on behalf of
Money Mart of any amounts the Indebted Class Member owes on account of









 



4



his/her Default Transactions up to but not exceeding the total amount of Cheque Cashing Fees paid
by that Indebted Class Member during the Settlement Period;




(o) Decision Period means the period commencing on the last day of the Claims Period and ending 45
days thereafter;




(p) Default Transaction means a transaction of any kind engaged in by a Settlement Class Member
with Money Mart during the Settlement Period, which resulted in a default by that Settlement Class
Member in respect of which there is still an amount owing by the Settlement Class Member, but does
not include any cheque cashing fees owing in relation to Fast Cash Advances or any interest on Fast
Cash Advances that accrued after the default;




(q) Defendants mean National Money Mart Company (“Money Mart”) and Dollar Financial Group, Inc
(“Dollar Financial”);




(r) Eligible Fast Cash Advance Transaction means a Fast Cash Advance (or payday loan) obtained from
Money Mart during the Settlement Period that was repaid using a first party personal cheque
delivered at the time the Fast Cash Advance was obtained provided such cheque was honoured by the
bank;




(s) Eligible Services mean all existing Money Mart products or services as of the date hereof
including payday loans, cheque cashing, income tax preparation and debit cards, but excluding wire
transfers, foreign exchange, and money order purchases;




(t) Entitlement Appeal Form means the form to submitted by a Settlement Class Member to the Referee
in respect of a dispute substantially in the form of Schedule G;




(u) Entitlement Appeal Period means, in respect of the Entitlement Letter, the period commencing on
the last day of the Decision Period and ending 45 days thereafter;









 



5



(v) Entitlement Letter means the notice of entitlement which Money Mart will send to each
Settlement Class Member who submits a Claim Form advising of the status of his/her claim, and will
be substantially in the form of Schedule F;




(w) Expiration Date means that date that is 3 years after the Net Settlement Benefits are paid;




(x) Identification Document means one of the identification document(s) used by a Settlement Class
Member to obtain a Fast Cash Advance, including a driver’s license, passport, status card,
healthcare card, social insurance card or similar government issued identification, or any current
replacement thereof;




(y) Indebted Class Member means a Settlement Class Member with at least one Eligible Fast Cash
Advance Transaction in British Columbia and at least one Default Transaction, who does not submit a
Claim Form in the Settlement;




(z) Money Mart’s Counsel means McCarthy Tétrault LLP Attention: John P. Brown, P.O. Box 48, Suite
5300 Toronto Dominion Bank Tower, Toronto, Ontario, Canada, M5K 1E6;




(aa) Money Mart Store means a store operated by Money Mart anywhere in Canada, except in the
Province of Quebec;




(bb) New Class means all Money Mart customers who in the period July 12, 2009 to October 31, 2009
entered into their first Eligible Fast Cash Advance Transaction in B.C., excluding those persons
who opt-out of the Settlement in accordance with this Agreement;




(cc) New Class Member means a member of the New Class;









 



6



(dd) Net Settlement Benefit means in respect of each Settlement Class Claimant all or a portion of
his/her claim as validated by Money Mart or the Referee as the case may be determined as follows:




(i) if the total amount of the Settlement Class Claimants’ claims, the Class Counsel Fees
and the Notice Payment is less than or equal to the Settlement Fund, the entire amount of
his/her claim;




(ii) if the total amount of the Settlement Class Claimants’ claims, the Class Counsel Fees
and the Notice Payment is more than the Settlement Fund, a pro rata share of the Settlement
Fund calculated as follows:




	 	A)	 	subtract the amount of the approved Class Counsel Fees and the Notice Payment from the
amount of the Settlement Fund;
	 
	 	B)	 	divide the amount of the Settlement Fund remaining after
subtraction of the Class Counsel Fees and the Notice Payment, as set out in (A), by the total
claims of all Settlement Class Claimants; and
	 
	 	C)	 	multiply each Settlement Class Claimant’s claim by
the pro rata ratio set out in (B);








(ee) Notice Date means the date within 30 days of the Settlement
Date on which Money Mart advises Class Counsel that the Settlement Approval Notice has been
disseminated in accordance with this Agreement;



(ff) Notice Payment means an amount equal to 50% of the cost of mailing the Settlement Approval
Notice, which for greater certainly shall be limited to the reasonable costs of printing the
Settlement Approval Notice, enveloping the Settlement Approval Notice, and postage;




(gg) Notice Plan means the plan for disseminating the Settlement Approval Notice as approved by the
Court, such plan to be substantially in accordance with Schedule B;









 



7



(hh) Opt-Out Form means a properly completed and executed written request to opt-out of (to be
excluded from) the Action substantially in the form of Schedule E;




(ii) Opt-Out Period means the period commencing on the Settlement Date and ending 180 days thereafter;




(jj) Parties mean the Plaintiffs and the Defendants;




(kk) Payment Letter means a letter substantially in the form of Schedule J which will be sent to
each Settlement Class Claimant when the Cash Credits and Transaction Credits are distributed in
accordance with this Agreement;




(ll) Plaintiffs mean Kurt MacKinnon and Louise Parsons;




(mm) Redemption Period means the period commencing on the Expiration Date and ending 180 days
thereafter;




(nn) Referee means Reva Devins;




(oo) Released Persons mean the Defendants and their respective predecessors, successors, parents,
subsidiaries, affiliates, assigns, officers, directors, employees, attorneys, agents and
representatives, but does not include any franchisees of Money Mart;




(pp) Settled Claims mean any claim, liability, right, demand, suit, matter, obligation, damage,
loss or cost, action or cause of action of every nature and description, in law or in equity, that
the Settlement Class Members have, had or may have up to and including October 31, 2009, including
assigned claims, whether known or unknown, accrued or which may hereafter accrue, asserted or
unasserted, latent or patent, that is, has been or could have been asserted by the Settlement Class
Members in the Action against any of









 



8



the Released Persons arising from or in any way related to the Common Issues and/or the facts and
allegations asserted in the Action. Without limiting the generality of the foregoing, Settled
Claims shall include any claims for a breach or violation of s. 347 of the Criminal Code, for an
injunction, for damages for conspiracy, punitive damages, interest and costs, and any claims for a
breach or violation of any federal or provincial statute, case law, common law, other law, equity,
regulation or ordinance; any claims for breach of any duty imposed by law, by contract, or
otherwise; any claims based on negligence, reliance, breach of express or implied warranty,
conspiracy, deceptive or unconscionable acts or practices, breach of statutory duty, consumer
fraud, negligent misrepresentation or omission, reckless misrepresentation or omission or
intentional misrepresentation or omission; and any claims for penalties, arising from or in any way
related to the Common Issues and/or the facts and allegations asserted in the Action. For greater
certainty, Settled Claims include any claims that a Settlement Class Member has, had or may have
against the Released Persons arising from a Fast Cash Advance or payday loan transaction entered
into by the Settlement Class Member with a franchisee of Money Mart. Excepted always from this
definition are any claims arising out of the Settlement Approval Order and the Agreement and the
failure of the Defendants to comply with their obligations particularized in the Settlement
Approval Order and the Agreement. Excepted also from this definition is any claim arising out of a
payday loan made in any province other than British Columbia and any claim a Settlement Class
Member may have against a franchisee directly in respect of a Fast Cash Advance or payday loan
transaction entered into between the Settlement Class Member and the franchisee.




(qq) Settlement means the settlement described in the Agreement;




(rr) Settlement Approval Hearing means the hearing to be conducted by the Court in connection with
the motion for the Settlement Approval Order;




(ss) Settlement Approval Notice means the form of notice approved by the Court substantially in the
form of Schedule C;









 



9



(tt) Settlement Approval Order means the order made by the Court in connection with the motion for
approval of the Settlement, such order to be substantially in the form of Schedule A;




(uu) Settlement Fund means the total amount of $24,750,000, 50% of which will be in Cash Credits
and 50% of which will be in Transaction Credits;




(vv) Settlement Class means all Class Members and all New Class Members;




(ww) Settlement Class Claimant means a Settlement Class Member who submits a valid Claim Form in
accordance with this Agreement;




(xx) Settlement Class Member means a member of the Settlement Class;




(yy) Settlement Database A means an electronic database containing at least the following data with
respect to each Settlement Class Member:




(i) a list of all Fast Cash Advance Transactions, whether Eligible or not, including the
date of each and the amount of principal, interest, and fees paid in respect of each;




(ii) a list of all Eligible Fast Cash Advance Transactions including the date of each and
the Cheque Cashing Fees paid in respect of each;




(iii) the total Cheque Cashing Fees paid during the Settlement Period;




(iv) a list of all Default Transactions including the date of the default and the amount
owing, which in relation to a defaulted payday loan means that amount of principal and
interest owing on the due date of the loan after deduction of any payments made by the
borrower in connection with that loan;









 



10



(v) the total outstanding amount owing and payable in respect of all Default Transactions;




(zz) Settlement Database B means the Settlement Database A supplemented to include the following
data with respect to each Settlement Class Member:




(i) the date he/she submits a Claim Form, if any;




(ii) whether he/she is a Settlement Class Claimant or an Indebted Class Member;




(iii) his/her allocated share of the Cash Credits and Transaction Credits;




(iv) the amount of the Default Transactions repaid to Money Mart from the Settlement Fund;




(v) the amount of his/her Debt Release Amount; and




(vi) the balance of the outstanding amount owing and payable in respect of all Default
Transactions;




(aaa) Settlement Date means the date on which the Settlement Approval Order becomes a final order
or 30 days after the date of the Settlement Approval Order if an appeal is taken from the
Settlement Approval Order relating only to Class Counsel Fees;




(bbb) Settlement Obligations mean collectively the obligations described in Section 5;




(ccc) Settlement Period means the period from January 1, 1997 to October 31, 2009;




(ddd) Transaction Credits means credits with a total value of $12,375,000 to be distributed to
Settlement Class Claimants in shares calculated in accordance with this Agreement; and









 



11



(eee) Voucher means a Deferred Cash Payment and Services Voucher substantially in the form
attached as Schedule I representing the Transaction Credits allocated and distributed to a
Settlement Class Claimant in accordance with this Agreement.



SECTION 3 – REQUIRED EVENTS AND COOPERATION





	3.1	 	The Plaintiffs will make a motion to the Court requesting approval of the Settlement and
providing the relief specified herein, which relief shall be subject to the terms and conditions of
the Agreement and the Parties’ performance of their continuing rights and obligations hereunder.
The Settlement Approval Order will, among other things:






(a) amend the existing certification order in the Action to extend the class period to the
end of the Settlement Period and add the New Class Members;




(b) approve the distributions set out in the Agreement;




(c) reserve the Court’s continuing exclusive jurisdiction over the Parties and the
Settlement Class Members to administer, supervise, construe and enforce the Agreement and
Settlement Approval Order in accordance with their terms;




(d) authorize the Parties and the persons appointed by the Court to bring such motions to
the Court in the Action for directions as may be required;




(e) declare that the Settlement Class Members have released the Released Persons for any
claims relating to the Settled Claims; and




(f) state that “save as aforesaid the Action is dismissed without costs”.









 



12



	3.2	 	As soon as reasonably practicable following the execution of this Agreement, Money Mart will
produce to the Plaintiffs the following electronic customer data for the Settlement Class for the
Settlement Period:






(a) a copy of the Settlement Database A;




(b) a summary of the Settlement Database A;




(c) the customer ID tables for all persons listed in (a) and (b) above




provided however that Class Counsel and Money Mart may by agreement vary the contents in
these databases.




	3.3	 	The Parties agree that the Fast Cash Advance transactions for which there are no electronic
links between origination and deposits will be treated as Eligible Fast Cash Advances for the
purposes of the Settlement.
	 
	3.4	 	As soon as reasonably practicable after receipt by the Plaintiffs of the material set out in
Section 3.2, the Plaintiffs will advise Money Mart of any errors
contained within. If the Parties cannot reach agreement on the accuracy of the material set out in Section 3.2 by
the conclusion of the Claims Period, the matter will be referred immediately to Mr. Donald
I. Brenner Q. C. for summary determination without a right of appeal.
	 
	3.5	 	As soon as reasonably practicable after the Decision Period, Money Mart will produce to the
Plaintiffs the Settlement Database B and copies of the Claims Forms submitted by and Entitlement
Letters issued to Settlement Class Members (in electronic form, if available). As soon as
reasonably practicable after receipt by the Plaintiffs of Settlement
Database B, the Plaintiffs will advise Money Mart of any errors contained within Settlement
Database B. If the Parties cannot reach agreement on the accuracy of the material set out
in Settlement Database B by the conclusion of the Appeal Period, the matter will be
referred immediately to Mr. Donald I. Brenner Q. C. for summary determination without a
right of appeal.










 



13


	3.6	 	Mr. Donald I. Brenner Q. C. will determine who, between Money Mart and Class Counsel, shall
bear the costs of any summary determination by him, pursuant to Sections 3.3, 3.4 or 4.3, and may
apportion those costs between Money Mart and Class Counsel as he sees fit.





SECTION 4 – NOTICE TO THE SETTLEMENT CLASS





	4.1	 	Subject to Court approval, the Settlement Approval Notice, substantially in the form of
Schedule C, will be published and disseminated by Money
Mart to Settlement Class Members in accordance with the Notice Plan.
	 
	4.2	 	In addition to the Settlement Amount, Money Mart will pay the costs of publishing and
disseminating the Settlement Approval Notice and the costs of Money Mart’s Counsel to receive the
Opt-Out Forms and report to the Court thereon.
	 
	4.3	 	As soon as reasonably practicable after the Settlement Date, Money Mart shall provide Class
Counsel with an estimate of the Notice Payment. Any disagreement between Money Mart and Class
Counsel as to the reasonableness of the Notice Payment shall be referred immediately to Mr. Donald
I. Brenner Q. C. for summary determination without a right of appeal.
	 
	4.4	 	Upon dissemination of the Settlement Approval Notice in accordance with the Notice Plan, Money
Mart shall be reimbursed for an amount equal to the Notice Payment from the Settlement Fund, 50% in
Cash Credits and 50% in Transaction Credits.
	 
	4.5	 	Class Counsel may give notice of this Settlement on its website and by email to Class Members
whom have contacted or contact Class Counsel concerning this
Action. Class Counsel may provide additional notice of this Settlement, in a manner agreed to by
Defendants’ Counsel or approved by the Court, and Class Counsel may respond to media
inquiries concerning the Settlement.
	 
	4.6	 	Nothing in this Agreement shall limit the ability of Class Counsel to communicate with
Settlement Class Members concerning their entitlements under the Settlement, either by email or by
telephone, and all such communications shall remain privileged.










 



14







SECTION 5 – MONEY MART’S SETTLEMENT OBLIGATIONS





	5.1	 	On and following the Settlement Date, Money Mart will comply with the Settlement Obligations in
the manner required by the provisions of the Agreement and the directions of the Court which
obligations include, inter alia:






(a) establishing the Settlement Fund within 14 days of the Settlement Date;




(b) depositing the Cash Credits in an interest bearing trust account with McCarthy Tétrault
LLP pending distribution to Settlement Class Claimants and any interest earned will be
retained in the account for the benefit of Money Mart, and may used by Money Mart to
satisfy its obligations to redeem Transaction Credits during the Redemption Period; and




(c) permitting the Auditor to verify the calculations of the Debt Release, the Cash Credits
and any interest accrued thereon, and the Transaction Credits. .




(a) Opt-Out Rights




	5.2	 	Class Members will not be given a further opportunity to opt-out of the Action.
	 
	5.3	 	A New Class Member may opt-out of the Action at any time during the Opt-Out Period in
accordance with the provisions of the Agreement.
	 
	5.4	 	In order to opt-out the New Class Member must return a completed and signed Opt-Out Form to
Money Mart’s Counsel during the Opt-Out Period postmarked or emailed or fax dated within the
Opt-Out Period.
	 
	5.5	 	Any New Class Member who elects to opt-out of the Action:






(a) will not be bound by any orders or judgments entered in the Action except the
Settlement Approval Order;




(b) will not be entitled to relief under the Agreement; and









 



15



(c) will not be given any rights by virtue of the Agreement.




	5.6	 	Nothing in the Agreement constitutes or shall be deemed to constitute a waiver by any of the
Defendants of defences based on statutes of limitations or repose, laches, prescription period or
any other limitation or prescription defence. Without limiting the generality of the foregoing,
nothing in the Agreement constitutes or shall be deemed to constitute a waiver of such defences in
respect of any New Class Member who opts out of the Action in accordance with the provisions of
this Section.






(b) Claims Period and Process




	5.7	 	Settlement Class Members seeking to make a claim for a Net Settlement Benefit must, within the
Claim Period, submit a Claim Form using one of the following methods::






(a) attending at a Money Mart store and providing a customer service representative with
the information required to complete a Claim Form;




(b) calling the toll-free number in the Notice and in the Claim Form and providing a
customer service representative with the information required to complete a Claim Form;




(c) completing a Claim Form online on the Money Mart website;




(d) completing, signing and submitting a Claim Form to Money Mart and attaching a copy of
his/her Identification Document thereto.




	5.8	 	If the Settlement Class Member provides a form of identification that is different than his/her
Identification Document, Money Mart will either:






(a) accept the claim if Money Mart is satisfied that the Settlement Class Member is the
same person who took the Fast Cash Advances in relation to which a claim is being made; or









 



16



(b) advise the Settlement Class Member of the Identification Document required to confirm
identification.




	5.9	 	Within the Decision Period, Money Mart will complete its review of the Claim Forms submitted
and will advise each Settlement Class Member who submits a Claim Form whether he/she is a
Settlement Class Claimant and his/her entitlement, if any, for benefits, using the Entitlement
Letter.
	 
	5.10	 	If a Settlement Class Member does not agree with Money Mart’s decision in the Entitlement
Letter, he/she may appeal the decision by submitting an Entitlement Appeal Form to the Referee.
The Entitlement Appeal Form must be submitted during the Entitlement Appeal Period.
	 
	5.11	 	The Referee will provide a decision in respect of the dispute set out in the Entitlement
Appeal Form in the manner and within the time set out in Schedule H.






(c)  Settlement Class Claimants




	5.12	 	Each Settlement Class Claimant will be entitled to receive from the Settlement Fund his/her
Net Settlement Benefit.
	 
	5.13	 	If the Settlement Class Claimant has any Default Transactions, his/her Net Settlement Benefit
shall be applied in satisfaction of the Default Transactions in the following manner:






(a) if the amount owing in respect of the Settlement Class Claimant’s Default Transactions
is less than his/her Net Settlement Benefit, then that portion of the Net Settlement
Benefit sufficient to discharge the total amount of his/her Default Transactions will be
paid to Money Mart from the Settlement Fund and shall extinguish his/her Default
Transactions and the balance of the Net Settlement Benefit will be paid to the Settlement
Class Claimant; or




(b) if the Settlement Class Claimant’s Net Settlement Benefit is less than the total amount
of his/her Default Transactions, the entire Net Settlement Benefit will be paid to









 



17



Money Mart from the Settlement Fund and this payment shall extinguish that portion of
his/her Default Transactions in an amount equal to his/her total Cheque Cashing Fees paid
during the Settlement Period, and the remaining amount of the Settlement Class Claimant’s
Default Transactions will be forgiven.




	5.14	 	Settlement Class Members who do not make a claim within the Claims Period and fail to opt-out
during the Opt-Out Period will not be entitled to any payments from the Settlement Fund, but may be
Indebted Class Members entitled to Debt Release as provided for in this Agreement.






(d) Payments to Settlement Class Claimants




	5.15	 	If no Entitlement Appeal Forms are filed, Settlement Class Claimants’ claims will be paid
within 45 days from the conclusion of the Decision Period.
	 
	5.16	 	If any Entitlement Appeal Forms are filed, Settlement Class Claimants’ claims will be paid
within 45 days from the conclusion of the Entitlement Appeal Period.
	 
	5.17	 	Any payments to a Settlement Class Claimant of a Net Settlement Benefit, and any payments to
Money Mart from a Net Settlement Benefit in satisfaction of any Default Transactions, will be made
50% in Cash Credits and 50% in Transaction Credits.
	 
	5.18	 	All payments of Cash Credits and Transaction Credits to the Settlement Class Claimant shall be
made, in the manner set out in sections 5.19 and 5.20, by mail with the Payment Letter to the
address designated by the Settlement Class Claimant in his/her Claim Form, as updated by the
Settlement Class Claimant in accordance with the Claims Form.
	 
	5.19	 	Cash Credits will be issued in the name of the Settlement Class Claimant who is entitled to
the Net Settlement Benefit in the form of a cheque. Money Mart will
cash all Cash Credits cheques without charge. Nothing in this Agreement shall limit Settlement Class
Claimants from cashing the Cash Credits cheques at the financial institution of their
choice.
	 
	5.20	 	Transactions Credits will be issued as a Voucher in the name of the Settlement Class










 



18


	 	 	Claimant who is entitled to the Net Settlement Benefit and will be subject to the following
terms:






(a) A Settlement Class Claimant may redeem his/her Transaction Credits for services in all
Money Mart Stores by presenting his/her Identification Document;




(b) a maximum of $5 in Transaction Credits may be applied against the purchase of any
Eligible Service per transaction, except that in the case of income tax preparation
services a maximum of $25 in Transaction Credits may be applied per transaction;




(c) the Transaction Credits will not be transferable but shall accrue to the benefit of any
Settlement Class Claimant’s estate;




(d) subject to the redemption rights described in subparagraph (e) below, the Transaction
Credits will expire on the Expiration Date;




(e) during the Redemption Period a Settlement Class Claimant may convert his/her unused
Transaction Credits to an equivalent amount of cash by presenting the Voucher at any Money
Mart location along with his/her Identification Document; and




(f) upon redemption of the Transaction Credits in accordance with paragraph (a) or (e)
above, Money Mart shall issue a receipt to the Settlement Class Claimant which includes the
total transaction credits remaining.




	5.21	 	Prior to the end of the Redemption Period, if a Settlement Class Claimant has Transaction
Credits remaining, then for a fee payable to Money Mart of not more than $10.00, a Settlement Class
Claimant may have a Voucher reissued in respect of the remaining Transaction Credits by attending a
Money Mart location and presenting his/her Identification Document.
	 
	5.22	 	For the purpose of implementing the allocation and distribution of Cash Credits and










 



19


	 	 	Transaction Credits and notice thereof to the Settlement Class Claimants and Indebted Class
Members the Money Mart will create and maintain the Settlement Database B.






(e) Debt Release




	5.23	 	At end of the Entitlement Appeal Period, Money Mart will completely and unconditionally
release, forever discharge and acquit each Indebted Class Member in respect of his/her eligible
Debt Release amounts in accordance with this Agreement.






(f) Residue




	5.24	 	Any residue remaining in the Settlement Fund after payment of the Class Counsel Fees, the
Notice Payment, the distribution of the Cash Credits and Transaction Credits and the redemption of
the Transaction Credits, will be returned to Money Mart within 15 days after the end of the
Redemption Period.





SECTION 6 – SETTLEMENT ADMINISTRATION





(a) Money Mart




	6.1	 	Money Mart will pay all costs of administration and notice as required pursuant to the
provisions of the Agreement including;






(a) the costs of the Referee and the Auditor appointed pursuant to the provisions of the
Agreement; and




(b) the costs of implementing the Settlement and undertaking the Settlement administration.




	6.2	 	Money Mart’s Counsel will be appointed to receive all Opt-Out Forms. As soon after receipt as
possible, he will provide copies to Class Counsel and, he will report to the Court thereon at the
end of the Opt-Out Period.
	 
	6.3	 	At the end of the Opt-Out Period, Money Mart’s Counsel will provide copies of all completed
Opt-Out Forms to the Auditor. Money Mart will report to the Court regarding those Class Members who
have opted out on notice to Class Counsel and the Auditor.










 



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	6.4	 	Money Mart will establish a Settlement administration which implements and conforms to the
Agreement and the directions of the Court.
	 
	6.5	 	Money Mart shall administer the Settlement in accordance with the provisions of the Agreement
under the oversight of the Court and Class Counsel.
	 
	6.6	 	Money Mart shall perform the Settlement administration in a rational, responsible, cost
effective and timely manner.
	 
	6.7	 	Personal information obtained or created in the administration of the Settlement is
confidential and, except as required by law, will only be used and disclosed for the purpose of
distributing the notices contemplated by the Agreement and the administration of the Settlement.
	 
	6.8	 	Money Mart will maintain reasonably detailed records of its activities under the Agreement
until 1 year after the end of the Redemption Period. Such records will be made available
electronically or as otherwise requested for inspection by Class Counsel, by the Court and by the
Auditor.
	 
	6.9	 	For the purpose of fulfilling their responsibilities and duties under the Agreement, Money Mart
will provide Class Counsel, the Auditor and the Referee with such access to the Settlement Database
A, the Settlement Database B and the master database from which the above databases are generated,
as they may require.
	 
	6.10	 	Any one or more of the Parties, Class Counsel, the Referee or the Auditor may move for
directions from the Court in respect of any matter in relation to the Agreement.






(b) The Referee




	6.11	 	The Court will appoint the Referee with such powers and rights as are reasonably necessary to
discharge the duties and responsibilities set out in the Agreement including those set out in
Schedule H. The Referee’s appointment expires 45 days after the end of the Redemption Period.
	 
	6.12	 	Money Mart will pay the reasonable fees, disbursements and taxes of the Referee.










 



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(c) The Auditor




	6.13	 	The Court will appoint the Auditor with such powers and rights as are reasonably required to
discharge the duties and responsibilities set out in the Agreement. The duties and responsibilities
of the Auditor include auditing the Settlement administration and the various databases and funds.
The Auditor will deliver a copy of its report to the Court, to Money Mart and to Class Counsel at the following times and on the following topics:






(a) within 45 days after the end of the Entitlement Appeal Period a report on the steps
Money Mart has taken to comply with its obligations with respect to the allocation and
distribution of Cash Credits, Transaction Credits and Debt Release; and




(b) within 45 days of the end of the Redemption Period a report on the number of
Transaction Credits that were redeemed.




	6.14	 	Money Mart will cooperate with the Auditor and provide the Auditor with access to all records
necessary for the Auditor to prepare the reports and to discharge its responsibilities pursuant to
the Agreement.
	 
	6.15	 	The Auditor’s appointment expires 45 days after the end of the Redemption Period.
	 
	6.16	 	Money Mart will pay the reasonable fees, disbursements and taxes of the Auditor.





SECTION 7 – RELEASES AND JURISDICTION OF THE COURT





	7.1	 	As of the Settlement Date, each Class Member and each New Class Member who does not opt-out
will have by virtue of the Agreement, and by operation of the Settlement Approval Order,
individually, completely and unconditionally released, forever discharged and acquitted the
Released Persons from any and all of the Settled Claims.
	 
	7.2	 	As of the Settlement Date, the Settlement Class Members and anyone claiming through or on
behalf of any of them will be forever barred from commencing, instituting or prosecuting the
Settled Claims against any one of the Released Persons in any action, litigation, investigation or
other proceeding in any court of law or equity, arbitration, tribunal, proceeding, or any other
forum, directly, representatively or derivatively relating










 



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	 	 	to the Settled Claims.
	 
	7.3	 	The Parties agree that the Court shall retain exclusive and continuing jurisdiction over the
Action, Parties and Settlement Class Members to interpret and enforce the terms, conditions and
obligations under the Agreement and the Settlement Approval Order.
	 
	7.4	 	Nothing herein shall release a Settlement Class Member from any outstanding obligation owed by
a Settlement Class Member to Money Mart except to the extent that Default Transactions are released
pursuant to the Agreement.
	 
	7.5	 	Nothing herein shall release the Released Persons from any outstanding obligation owed by the
Released Persons to a Settlement Class Member except to the extent of the release provided pursuant
to Section 7.1.
	 
	7.6	 	Nothing herein shall release the Defendants and the Released Persons from their obligations as
set out in the Agreement and in the Settlement Approval Order.





SECTION 8 – CLASS COUNSEL FEES





	8.1	 	At the Settlement Approval Hearing, Class Counsel may seek Court approval of Class Counsel Fees
to be paid from and as a first charge on the Settlement Fund.
	 
	8.2	 	Class Counsel Fees will be paid from the Settlement Fund within 14 days after the date the
Settlement Fund is established and the amount will be paid 50% in Cash Credits and 50% in
Transaction Credits.
	 
	8.3	 	Class Counsel may seek court approval of a right to redeem its Transaction Credits for cash
upon receipt, and if such approval is granted, Money Mart shall redeem those Transaction Credits
immediately. The Settlement is not conditional on such approval being granted.
	 
	8.4	 	The Defendants will have no involvement in the approval process to determine the amount of
Class Counsel Fees or any application under Section 8.3.










 



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SECTION 9 – NO ADMISSIONS/NO USE





	9.1	 	The Agreement, whether or not approved, and any proceedings taken pursuant to the Agreement,
are for settlement purposes only. Neither the fact of, nor any provision contained in, the
Agreement or its Schedules, nor any action taken hereunder, shall be referenced in any other court
proceedings, or construed as, offered in evidence as, received in evidence as, or deemed to be
evidence of, a presumption, concession or an admission of any kind by the Plaintiffs or the
Defendants of the truth of any fact alleged or the validity of any claim or defence that has been,
could have been, or in the future might be asserted in any litigation, court of law or equity,
proceeding, arbitration, tribunal, investigation, government action, administrative forum or any
other forum, or of any liability, responsibility, fault, wrongdoing or otherwise of the Plaintiffs,
the Settlement Class or the Defendants.
	 
	9.2	 	Any certification of the Action in respect of New Class Members pursuant to the Agreement shall
not constitute, and shall not be construed as, an admission on the part of the Defendants that
either the Action, or issues arising in the Action, or any other putative or certified class
proceeding, is appropriate for prosecution or trial as a class proceeding.





SECTION 10 – MISCELLANEOUS PROVISIONS





	10.1	 	The Agreement, including all Schedules hereto, constitutes the entire Agreement among the
Parties with regard to the subject matter of the Agreement and shall supersede any previous
agreements, representations, communications and understandings among the Parties with respect to
the subject matter of the Agreement. Subject to its terms, the Agreement may not be changed,
modified, or amended except in writing signed by all Parties, subject to Court approval. The
Parties contemplate that the Schedules to the Agreement may be modified by subsequent agreement of
Money Mart and Class Counsel and by Court order prior to and after dissemination to the Settlement
Class.
	 
	10.2	 	The Agreement shall be governed by and construed and interpreted in accordance with the laws
of the Province of British Columbia.
	 
	10.3	 	The Agreement may be executed by the Parties in one or more counterparts, each of










 



24


	 	 	which shall be deemed an original but all of which together shall constitute one and the
same instrument. Signatures by facsimile shall be as effective as original signatures.
	 
	10.4	 	In the event any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision if the Parties mutually elect
to proceed as if such invalid, illegal, or unenforceable provision had never been included in this
Agreement.
	 
	10.5	 	If the Settlement is approved by the Court and if the Settlement Approval Order becomes final,
the Agreement shall be binding upon and enure to the benefit of the Plaintiffs, the Settlement
Class, the Defendants, the Released Parties and all of their respective heirs, executors,
predecessors, successors and assigns.
	 
	10.6	 	The Recitals to the Agreement are true and form part of the Agreement.
	 
	10.7	 	The Parties have negotiated and fully reviewed the terms of this Agreement, and the rule that
uncertainty or ambiguity is to be construed against the drafter shall not apply to the construction
of this Agreement by a court of law or any other adjudicating body.
	 
	10.8	 	The headings of the sections of the Agreement are included for convenience only and shall not
be deemed to constitute part of the Agreement or to affect its construction.
	 
	10.9	 	Any notice, instruction, motion for Court approval or motion for directions or Court orders
sought in connection with the Agreement or other report or document to be given by any Party to any
other Party shall be in writing and delivered personally, by facsimile or e-mail during normal
business hours, or sent by registered or certified mail, postage paid:






(a) if to Money Mart: McCarthy Tétrault LLP Attention: John P. Brown, P.O. Box 48, Suite
5300 Toronto Dominion Bank Tower, Toronto, ON M5K 1E6, with a copy to the General Counsel
of National Money Mart Company, 401 Garbally Road, Victoria, BC V8T 5M3;









 



25



(b) if to Dollar Financial: Osler, Hoskin & Harcourt LLP, Attention: Mahmud Jamal, Box 50,
1 First Canadian Place, Toronto, ON M5X 1B8 with a copy to the General Counsel of Dollar
Financial, 1436 Lancaster Ave, Suite 300, Berwyn, PA 19312;




(c) if to Plaintiffs, the Settlement Class, or to Class Counsel: Hordo & Bennett,
Attention: Paul R. Bennett, 1801 – 808 Nelson Street, Vancouver, B.C., V6Z 2H2;




(d) if to the Referee: Reva Devins, Reva Devins Dispute Resolutions, 298 Heath Street East,
Toronto, Ont, M4T 1T4;




(e) if to the Auditor: Grant Thornton LLP. Suite 1600, Grant Thornton Place, 333 Seymour
Street, Vancouver, B. C. V6B 0A4




(f) if to other recipients: as the Court may specify.




	10.10	 	The Schedules to the Agreement are:






(a) SCHEDULE A — Settlement Approval Order




(b) SCHEDULE B
 — Notice Plan




(c) SCHEDULE C — Settlement Approval Notice




(d) SCHEDULE D – Claim Form




(e) SCHEDULE E — Opt-Out Form




(f) SCHEDULE F — Entitlement Letter




(g) SCHEDULE G -
Entitlement Appeal Form









 



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(h) SCHEDULE H — Entitlement Appeal Procedure




(i) SCHEDULE I – Deferred Cash Payment and Services Voucher




(j) SCHEDULE J – Payment Letter




	10.11	 	The Parties acknowledge that they have required that the Agreement, including Schedules, be
prepared in English.
	 
	10.12	 	No waiver of any provision of the Agreement shall be binding on any Party unless consented to
in writing by such Party. No waiver of any provision of the Agreement shall constitute a waiver of
any other provision, and no waiver of any provision of the Agreement shall constitute a continuing
waiver unless expressly so provided.





SECTION 11 – TERMINATION OF THE AGREEMENT





	11.1	 	The Agreement shall, without notice, be automatically terminated if:






(a) the Settlement Approval Order is not made by the Court in a form substantially similar
to Schedule A; or




(b) the Settlement Approval Order is reversed on appeal and the reversal becomes final.




	11.2	 	In the event the Agreement is terminated in accordance with its terms, or not approved by the
Court, or any approval is reversed, vacated, or terminated by any appellate court and/or the
Settlement Approval Order does not become final:






(a) the Plaintiffs and the Defendants shall be restored to their respective positions as of
the day before the effective date of this Agreement;




(b) the definition of Class will be as set out in the certification order of the Honourable
Madam Justice Brown dated March 14, 2007;









 



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(c) subject to Section 11.3, the Agreement will have no further force and effect and no
effect on the rights of the Plaintiffs or the Defendants;




(d) all statutes of limitation applicable to the New Class Members and/or repose for all
claims asserted in such cases shall be deemed to have been tolled in the period March 4,
2010 to the date of termination of the Agreement;




(e) there shall be no further requirement to satisfy the Settlement Obligations; and




(f) the Agreement shall not be introduced into evidence or otherwise referred to in any
litigation against the Defendants.




	11.3	 	If the Agreement is terminated, the provisions of this Section and Sections 9.1, 9.2, 10.11,
12.2 and the Recitals, Schedules and Definitions applicable thereto shall survive termination and
shall continue in full force and effect.





SECTION 12 – REPRESENTATIONS AND WARRANTIES





	12.1	 	The representations and warranties contained in the Agreement shall survive its execution and
implementation.
	 
	12.2	 	The undersigned Class Counsel warrant that they are fully authorized to execute this Agreement
on behalf of the Plaintiffs and to execute and legally bind all the Plaintiffs to this Agreement.
	 
	12.3	 	Money Mart and Dollar Financial represent and warrant that:






(a) they have all requisite corporate power and authority to execute, deliver and perform
the Agreement and to consummate the transaction contemplated hereby;




(b) the execution, delivery, and performance of the Agreement and the consummation of the
Action contemplated herein have been duly authorized by all necessary corporate action on
their part;









 



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(c) the Agreement has been duly and validly executed and delivered by them and constitutes
their legal, valid, and binding obligations; and




(d) they agree to use their best efforts to cause all conditions precedent to the
Settlement Date to occur.




	12.4	 	The Plaintiffs represent and warrant that:






(a) they will not pursue further litigation concerning Settled Claims, except as expressly
provided in the Agreement; and




(b) they will use their best efforts to cause all conditions precedent to the Settlement
Date to be satisfied.



SECTION 13 – GUARANTEE BY DOLLAR FINANCIAL





	13.1	 	Dollar Financial hereby guarantees payment to the Settlement Class of all the debts,
liabilities and obligations of Money Mart pursuant to the Agreement and the Settlement Approval
Order.
	 
	13.2	 	Dollar Financial’s guarantee is a continuing guarantee of all Money Mart’s debts, liabilities
and obligations pursuant to the Settlement Approval Order, Agreement and pursuant to any further
orders made by the Court.










 



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	13.3	 	The Settlement Class Members shall not be bound to exhaust their recourse against Money Mart
before being entitled to make demand to Dollar Financial if Money Mart is the subject of a
bankruptcy, or proposal in bankruptcy, or a CCAA application or action.
In such circumstances, immediately following demand, Dollar Financial will satisfy Money
Mart’s outstanding debts, liabilities and obligations under the Agreement.
	 




IN WITNESS WHEREOF, each of the Parties has caused the Agreement to be executed on his /its behalf
by their respective counsel or otherwise, effective as of March 4, 2010.




	 	 	 	 	 
	 	 	 
	Date: May 6, 2010 	By:  	/s/ Paul Bennett 	 
	 	 	Paul Bennett as Class Counsel, 	 
	 	 	On behalf of the Plaintiffs and Settlement Class Members 	 
	 
	 	 	 
	Date: May 5, 2010 	By:  	/s/ John P. Brown 	 
	 	 	John P. Brown 	 
	 	 	On behalf of National Money Mart Company 	 
	 
	 	 	 
	Date: May 5, 2010 	By:  	/s/ Mahmud Jamal	 
	 	 	Mahmud Jamal 	 
	 	 	On behalf of Dollar Financial Group, Inc.