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8/10/2019 SEC v. Spencer Pharmaceutical Inc et al Doc 125 filed 14 Oct 14.pdf
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r
UNITED STATES DISTRICT COURT
FORTHE
DISTRICT
OF
MASSACHUSETS
t ' '
lfII40CT
r
P f: O
SECURITIES
AND
EXCHANGE
COMMISSION,
,
Plaintiff,
.
SPENCER PHARMACEUTICAL INC.
MAXIMILLIEN ARELLA
Civil Action No. 12cv-12334-IT
IAN MORRICE
JEAN-FRANCOIS AMYOT
HILBROY ADVISORY INC.
lAB MEDIA INC.
Defendant.
RESPONSE
TO PLAINTIFF'S OPPOSITION TO DEFENDANT
JEAN-FRANCOIS
AMYOT'S MOTION
TO COMPEL JOINDER OF DEFENDANTS
Defendant, Jean-Francois
Amyot
hereby files this response to the Plaintiff's opposition
to
the
Motion to Compel Joinder Defendants, Rami Ailabouni, Rod Zimmer, The Canadian
Government, Francis
Mailhot
RainMaker Venture Capital, RainMaker Global, Christian
Saunders, Tlllerrnan Securities, Cunningham-Adams Small Cap Fund, Cunningham-Adams Green
Fund, Strategema Capital, Sterling Stock Investment Ltd, Karol Schlosser, Alain Houle, Stephane
Goulet, Gous Inc., Anny Yamashita, Joseph Emas, the University of Quebec in Montreal, Dr.
Alexandruu Mateescu, Dian Dalmy, Mitch Segal, Alexey Nikitin, Lesco, Dr. Bandar AI-Dhafiri, and
L'Autorite des Marches Financiers du Quebec.
The Defendant understand
that
this
motion
was
time
sensitive since
it
is made less than
two month before the scheduled trial, but defendant has only learned of the possibility of said
motion days prior
to
filing it. I apologize
to
the court for not being fully versed as the Plainti ff in
manner
of
law and its procedures and we appreciate
the court
consideration of
our
limited
ability in fil ing such a
motion.
Case 1:12-cv-12334-IT Document 125 Filed 10/14/14 Page 1 of 6
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The Plaintiff's claims are based on the allegations that Spencer Pharmaceutical released false
and misleading press releases on its business, its technology as well as press releases on a
buyout
offer
from a company said
to
be located in the Middle East The alleged
False
and
Misleading press release are said to have had the effect
of
increasing
the
demand for the shares
of
Spencer Pharmaceutical, which has resulted in the increase in the price
of
the shares,
enabling some shareholders to sell their shares for a profit hence the so called pump and
dump .
In the Plaintiff's distorted view, I am a puppet master who orchestrated, controlled, and
directed several individuals, companies, and institutions to perpetrate the allege pump and
dump scheme. If
the
Plaintiff
truly
believed
that
I was the
puppet
master , it would not have
included Defendant Dr. Arella, Mr. Morr ice, Spencer Pharmaceutical, Hilbroy Advisory or lAB
Media, and the reason they included these individual is because according to the Plaintiff's
believe, these individuals and or entities have a part or all
of
the responsibilities as per their
claim. For this reason, individuals and or entit ies requested to be joined as defendant, are not
simply witnesses, but in the Plaintiff's own belief, they are also partly
or
completely responsible
for the alleged wrong doings.
In such, all discovery thus far, have proven to the Plaintiff's that certain individual such as Rami
Ailabouni are responsible
for
some
of
the claims made by
the
Plaintiff against the defendants.
In addition, through
their
own opinion expressed in the claims made on December 17, 2012,
The Plaintiff list many
of
the individuals and entities as being responsible for the allege wrong
doing and therefore, it is indispensable that they be joined as defendant.
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As per the Plaintiff's opposition to the motion of joinder defendant (page 3), - Congress
awareness
th t the
purpose of
SE
actions differs from
th t
of private action. That is, the
SE
seeks to protect the investing public, while private actions for damages seek
to
adjudicate a
private controversy against citizens .
It is therefore imperative
th t
Joinder Defendant be ordered in order for
the
SE action to fulfill
its mandate to protect the investing public against the joinder defendants' actions and
responsibilities towards the cited claims.
The Plaintiff makes an erroneous interpretation
of
Section 21(g)
of
the Securities Act since the
clause is meant to deny any
third
party claim, or joinder Plaintiff be ordered in order not to
lessen
or
limit
relief sought by
the
Plaintiff,
but
not
to
prevent
joinder
defendant, especially not
when the Plainti ff is provided evidence to dispute their own beliefs.
It is therefore indispensable
th t
Joinder Defendant be ordered because
the
Defendants will be
subject to substantial risk of
incurring double, multiple or otherwise inconsistent obligations
because
of
the interest.
The Plaintiff claims th t
the joinder
defendant is not indispensable because
the
district court
has wide latitude to order disgorgement amount and th t the Defendant can be heard at a post
tria l proceedings. However, again
the
Plaint iff fails to address
the
double, multiple or
otherwise inconsistent obligations arising from the numerous allegation of violations of the
Securities Act, namely violation of Section 17(a)(1) and (3) (b) and Section lO(b), Rule lOb
5(a)(c) etc. as well as permanent injunctions which will subject the Defendant to substantial risk
of incurring double, multiple or otherwise inconsistent obligations and therefore not only
monetary obligations if the jury believes the Plaintiff's claims against the Defendant.
As per the Autorite des Marches Financiers du Quebec, this court has ruled on forum non
convenient without prejudice unt il discovery is completed. We continue to believe th t this
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forum is
not
adequate and this
m tter
should be decided in Canadian courts. However, since
the AMF claims th t it was aware and was following every action by Spencer and or the
defendants and did not act, they should be joined as defendant. The AMF claims to have the
jurisdiction over this action as well as other United States issuers. The AMF did not make any
attempts to request from Spencer, Hilbroy, lAB Media, UQAM, or the Canadian Government
any information whatsoever to confirm, or otherwise deny the press releases by the company.
The AMF watched, took note of every action Spencer did without any ttempt to protect the
investing public and therefore are not just witnesses, but are responsible for their inaction. The
current case AMF v Amyot provides the basis for the AMF claiming jurisdiction over
US
Publicly
Traded companies and
US
Capital Markets and therefore the AMF provides for an exception to
the
FSIA
and should
not
be covered by the Foreign Sovereign Immunity Act
if
in fact the AMF is
considered a Foreign State as defined in the Act. It is therefore indispensable th t the AMF be
ordered by the court asJoinder Defendant.
As it concerns the defendant s failure to call any witness during the discovery period; this is only
due to the lack of financial resources to pay
for
the court reporter and conference room rental.
The defendant had planned to call 20 witnesses, but the Plaintiff s refused the Defendant s
request to have them pay for the court reporter and therefore the cost of said court reporter
created our inability to call witnesses. As far as providing notice
for
witnesses subpoena by the
Plaintiff, the Defendant only learned after the fact;
th t
it also had to provide notice in order to
have equal time during deposition. We therefore did not get much time questioning any
witnesses during
their
deposition.
The joinder defendants are indispensable to this case since the claims made by the Plaintiffs as
per the December 17, 2012 claims related to several individuals and entities th t are not mere
witnesses, but were directly responsible for the allege claims. In addition, the Plaint iff received
confirmation during deposition th t their claims made against the defendants were in fact
erroneous and said claims should be made against the listed Joinder Defendants.
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Notwithstanding that the Plaintiff imperative requirement
to
protect the investing public and
pursue individuals and or entities believed to be responsible, rejecting Joinder Defendants
would fundamentally deter from
its enforcement objective, therefore potentially challenging
Section 21 g) and if so, we would make a motion for Joinder Plaintiff since the actions of Mr.
Ailabouni, Rod Zimmer,
the
Canadian Government, the University,
the
AMF have cause
irreparable prejudice onto
the
defendants.
We thank you
for accepting our response
to
the Plaintiffs opposition on motion for joinder and
we request the court to order the otion for Joinder Defendant.
Respectfully,
October 8,2014
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CERTIFIC TE O SERVICE
I Jean-Francois Amyot hereby certify th t a
true
copy of
the
above document was sent
on October 8 2014 by electronic mail and overnight mail
Case 1:12-cv-12334-IT Document 125 Filed 10/14/14 Page 6 of 6