To: Stanley Sucks home...

BETWEEN:

Plaintiff

Defendant

1. The plaintiff, Phil McNeil ("McNeil") is a resident of the City of Grande Prairie, in the Province of Alberta

2. The Defendant, Stanley Canada Inc. is a Canadian corporation which carries on business in the province of Alberta, and elsewhere and maintains an office in the City of Oakville, in the province of Ontario

3. On or about November 23, 1993, McNeil entered into a written agreement with Stanley Canada Inc., (The "Agreement") through it's MAC Tools division (hereinafter referred to as "MAC Tools"), the express or implicit terms of which included:
   1. McNeil was appointed as a distributor for a specific territory in Alberta to sell products manufactured and/or distributed by MAC Tools (the "Product") under a marketing or business plan prescribed in substantial part by Stanley (the "Distributorship");
   2. McNeil was granted a right to use the MAC Tools trade names and trademarks in association with the product;
   3. McNeil was required to purchase all of his product from Mac Tools and in each calendar month purchase from Mac Tools an aggregate dollar amount of Product which was at least eighty per cent (80%) of the national distributor average;
   4. McNeil agreed to aggressively and actively sell and promote the sale and service of the Product in a specified territory within Alberta;
   5. McNeil was required to maintain an adequate inventory of Product to properly and officially service his customers, which inventory was not to be less than the level of his starter inventory as designated by Mac Tools from time to time;
   6. McNeil was required to not sell, lease or otherwise deal in any products other than the Product, unless such sale, leasing or other dealing, in the opinion of Mac Tools, would not detract from the due discharge by the dealer of all of his obligations under the Agreement; McNeil was required to purchase or lease a truck approved by Mac Tools and paint, finish and equip such truck in the manner specified by Mac Tools and agree to display the Product on or sell the product only from such truck; and the price payable by McNeil for the Product shall be a percentage discount, as determined by Mac Tools, from time to time, from Mac's suggested retail price;
   7. Mac Tools retained the right to change it's suggested retail prices, McNeil's percentage discount and the terms of it's sales to McNeil at any time on prior written notice to McNeil;
   8. Mac Tools retained the right to add or withdraw from the Product from time to time in it's sole discretion upon written notice to McNeil; and
   9. Mac Tools retained the right from time to time to reduce the territory granted to McNeil under the Distributorship.
   10. Mac Tools was required to maintain an accurate accounting of all monies recieved from McNeil in satisfaction of his obligation under the Agreement.

4. Mac Tools has breached the agreement by it's failure, from time to time, to provide accurate account of all monies received from McNeil; and by providing, from time to time, defective and substandard Product to McNeil.

5. The distributorship involves the sale of goods and services under a marketing or business plan whichis perscribed in substantial part by Mac Tools; the Distributorship is substantially associated with the Mac Tools trademark; and the Distributorship involves a continuing financial obligation by McNeil to Mac Tools and significant continuing operational controls by Mac Tools on the operation of the Distributorship.

6. The Distributorship between McNeil and Mac Tools constitutes a franchise under the Alberta Franchises Act, S.A. 1995, c. F.-17.1.

7. Mac Tools has breached its statutory duty of fair dealing, provided for under the Alberta Franchises Act, by its failure, from time to time, to provide Product to Mr. McNeil in a timely manner; by its failure to maintain an accurate and current account of all monies received from McNeil; and by providing, from time to time, inferior, defective and substandard Product to McNeil.

8. As a result of Mac Tools' breach of the Agreement and Mac Tools' breach of it's statutory duty of fair dealing, McNeil has and continues to suffer damage, particulars of which include the following:
   1. losses resulting from loss of service of Mac Tools;
   2. loss of business opportunities;
   3. loss of profit; and
   4. loss of goodwill.

9. The plantiff proposes that the trial of this action be held at the Law Courts Building, in the City of Edmonton, in the Province of Alberta.
   WHEREFORE THE PLANFIFF CLAIMS:
   1. Special or general Damages in the amount of $250,000;
   2. Interest pursuant to the Judgement Interest Act, s.a. 1985, c. J-0.5, as amended;
   3. Such further and other relief as may be appropriate; and
   4. Costs.

Dated at the City of Edmonton, in the Province of Alberta, this 6th day of January, A.D. 1998, AND DELIVERED by Messrs. Bishop & McKenzie, Barristers and Solicitors, #2500, 10104-103ave, Edmonton Alberta, T5J 1V3, solicitors for the Plantiff herein whose address for service is in care of the said solicitors.

ISSUED out of the Office of the Clerk of the Court of Queens Bench of Alberta, Judicial District of Edmonton, this 6th day of January, 1998.

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CLERK OF THE COURT

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