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Hyperlinks to other Web Sites

20. The Depreciating Web Sites are also hyperlinked to other sites and addresses, specifically:
    1. The Defendant’s Mac Tools Web Site invites the reader to e-mail his or her views to the President of the Plaintiff. Clicking on a button pulls up an e-mail message which can be sent directly to the President;

    2. The Defendant’s Mac Tools Web Site also invites the reader to e-mail his or her views to the President of the Mac Tools Division of Stanley;

    3. The Defendant’s Mac Tools Web Site contains a hyperlink to the Plaintiffs solicitors’ web site, who are described by the Defendant as “hired guns”;

    4. The Defendant’s Mac Tools Web Site contains a hyperlink to the web site www.consumerama.org, a “consumer action” web site which provides links to third party gripe sites; and

    5. The Defendant’s Mac Tools Web Site contains a hyperlink to another Mac Tools gripe site operated at http://members.xoom.coml_XOOMlmeanderer99O/index.htm.

Content of the Defendant’s Web Sites

21. Since the Defendant’s Mac Tools Web Site was first launched, the Defendant has consistently added to and amended the site. As at September 29, 1999, the Defendant’s Mac Tools Web Site contained the following web pages:
    1. An introductory cover page, updated daily, which welcomes visitors to the “unofficial MAC Tools Homepage!” (the “Homepage”). The Homepage also provides a list of the other pages on the Defendant’s Mac Tools Web Site;

    2. A page entitled “Guest Rant: The Apple does not fall far from the tree” (the “Guest Rant Page”);

    3. A page entitled “A brief history lesson: (Not the company line)”, referred to elsewhere in the Defendant’s Mac Tools Web Site as “The MAC Tools unauthorized biography” (the “Unauthorized Biography Page”);

    4. A page entitled “Case Study: Phil McNeil” (the “Case Study Page”);

    5. A page which reproduces McNeil’s statement of claim against Stanley Canada referred to in paragraph 9 above;

    6. A page which reproduces the decision of the Supreme Court of Mississippi involving Mac Tools, Inc. et. al and one of its former distributors, Mark Allen;

    7. A page which reproduces a complaint dated June 2, 1999 filed against the Plaintiff by the United States Federal Trade Commission;

    8. A page which reproduces the decision of the Idaho Supreme Court involving Mac Tools, Inc. and William A. Griffin, a former distributor, and his wife Cathy Patterson;

    9. A page which reproduces the decision of the North Carolina Court of Appeals involving Mac Tools, Inc., et. al and Dawn W. Talton, a former distributor;

    10. Two pages summarizing the meaning of defamation under Canadian law;

    11. A letter dated March 10, 1999 from the Defendant to Master Funduk of the Alberta Court of Queen’s Bench (the “Funduk Letter Page”);

    12. A letter dated April 21, 1999 from the Defendant to Steve Eyre, Sales and Operations Manager of the Mac Tools Division of Stanley Canada (the “Eyre Letter Page”);

    13. A page which, among other things, disclaims any affiliation with Stanley;

    14. Several pages which reproduce sales reports and expense projections provided to McNeil prior to joining the Stanley distribution system;

    15. A page which reproduces a mailing sent from Stanley to distributors of the Mac Tools Products in April 1998 outlining Stanley’s pricing strategy;

    16. A page which reproduces correspondence regarding the formation of a distributor association, including a letter dated July 31, 1997 from J. Robson, an allegedly anonymous distributor or former manager, to McNeil and a response to said letter from Steve Eyre, Sales and Operations Manager for the Mac Tools Division of Stanley Canada (the “Anonymous Letter Page”). This page also reproduces a memorandum dated July 29, 1997 from Mr. Eyre to all Canadian distributors and management regarding the Mac Advantage credit program;

    17. A page which reproduces the cover page of a report entitled “Summary of Distributor and District Manager Concerns and Recommendations” dated August 1996 and inviting interested persons to e-mail the Defendant’s Mac Tools Web Site for a copy of the complete report; and

    18. A page entitled “Readers Writes” which posts personal stories provided by visitors to the Defendant’s Mac Tools Web Site (the “Readers Writes Page”).

22. As at September 29, 1999, the Defendant’s Mac Tools Web Site contained several graphic designs and many statements made by the Defendant which, collectively and individually, lower the reputation and goodwill associated with the Plaintiff, its Products and Business, and which have the resulting effect of depreciating the value of the goodwill attaching to the MAC TOOLS Trade-marks. These designs and statements made by the Defendant include:
    1. a broken MAC TOOLS design mark (see Homepage). When visitors to the Defendant’s Mac Tools Web Site point the computer cursor to this broken MAC TOOLS design mark, a banner appears which reads “The evil one (wounded)”(see Homepage);

    2. an animated graphic of a knight in armour named “Sir Slaymacalot”swinging a sword at the above-noted broken MAC TOOLS design mark. When visitors to the Defendant’s Mac Tool Web Site point the computer cursor to this graphic of the knight, a banner appears which reads “Champions of fair dealing” (see Homepage);

    3. an animated graphic of a knight in armour named “Sir Slaymacalot” swinging a sword at a Mac Tools truck. When visitors to the Defendant’s Mac Tools Web Site point the computer cursor to said knight, a banner appears which reads “The brave fighters of corporate evil”. When said visitors point the cursor to the graphic of the Mac Tools truck, a banner appears which reads “The evil one’s mount” (see Homepage);

    4. “This page is dedicated to exposing and condemning the abuses perpetrated by Mac Tools and it’s [sic] parent company The Stanley Works against it’s [sic] employees, managers, distributors and customers.”(see Homepage);

    5. “Mac Tools [sic] way of doing business was altered in a major way over the latter half of this decade leading to many unhappy people.”(see Homepage);

    6. “Joining such 90’s corporate villains as G.M., Johnson controls [sic], Pratt and Whitney and countless others who, though very profitable, have done a slash and burn on their companies in pursuit of even more profit. Although ‘profit’ is not a dirty word, the methods used are dirty and the real victims are those associated with Mac and more so those with a financial stake in the company.”(see Homepage);

    7. A message to “fans” of the Depreciating Web Site that they can send the President of Stanley, John Trani, a message at the following e-mail address: jtrani@stanleyworks.com?subject=You’re all a bunch of corporate hooligans!”

    8. “For many years, Mac Tools was run as a separate entity under The Stanley Works and by all accounts from those that were there, was profitable and was growing at a modest but reasonable rate. Then came the 1990’s and with it a new way of doing business. The direction Mac has taken this decade is far from the philosophies it’s [sic] founders prescribed to and quite frankly would make each and every one of the seven founders turn over in their grave.” (see Unauthorized Biography Page)

    9. “Mac Tools had seen the last of its autonomy. The word from Stanley was a huge restructuring was in the works and this marked the end of the [sic] a long tradition in the tool business. Stanley assured it’s [sic] independent contract distributors that their investment and livelihood was safe and these moves would increase profitability for all involved. Many people accepted this and were supportive while others were sceptical and with good reason.” (see Unauthorized Biography Page)

    10. “By aligning Mac Tools with other Stanley hand tool manufacturing, they created the Mechanics Tools Division within the [sic] Stanley works [sic]. This was done to streamline operations by eliminating duplication of processes and to upgrade tool forging technologies. This was the start of a downward spiral of employee, distributor and customer confidence in Mac Tools that they have seen over the latter half of this decade.” (see Unauthorized Biography Page)

    11. “While distributors from all over the world questioned the corporate entity as to why key items were suddenly not available, Mac continually told their people that it was temporary and, it seems, neglected to truthfully communicate the seriousness of the situation.” (see Unauthorized Biography Page)

    12. “Adding insult to injury, Mac Tools continued to recruit new distributors even though they could not adequately supply the ones they had let alone any new ones. The distributors who started at this time were at a huge disadvantage for obvious reasons and many had a tough time making a go of it.” (see Unauthorized Biography Page)

    13. “It is very interesting and certainly worth noting that the turnover rate of distributors is traditionally high. Certainly higher than Mac will tell a potential distributor when they are being recruited. Mac has an aggressive recruiting program as they always need warm bodies to replace their departing distributors. In fact, the district managers are paid bonuses and receive accolades for having the most ‘starts’.... Mac gives little effort to retaining existing distributors and assisting them in clearing hurdles that often have been placed in front of them by Mac themselves.... Many of the managers who practised this have quit because they know it is an unethical practice, but many more practice this on a daily basis as it appears to be company policy.” (see Unauthorized Biography Page)

    14. “When Mac Advantage [a Mac Tools credit financing system] was introduced to the distributor force, it was presented to the distributors with several key points; [sic] 1) Annual interest rate of 12%. 2) No recourse to the distributor if account defaulted. 3) Start date April 1994.” After being told this information and given the mandate to sell, distributors from all over did what they were told based on the information that they had been given. The system was not implemented until March 1995 (not April 94), the interest rate was 18% (not 12%) and there was recourse to the dealer (not ‘no recourse’). Quite a bit different from what was communicated from management.” (see Unauthorized Biography Page)

    15. “Often, distributors (past-present) have stated that contracts, customer payments and credits due were apparently ‘lost’ creating a delay in receiving credit notes... .Many customers have had problems with Mac Advantage ranging from missing payments, interest over charges, timely service and even alleged fraud perpetrated by an ‘agent’ of Mac Tools.” (see Unauthorized Biography Page)

    16. “While deceptive statements and figures during recruitment keep new people coming in [sic]. The reality of the return on investment keeps people leaving.” (see Unauthorized Biography Page)

    17. “The system has gone through radical changes in the latter half of this decade. Ranging from U.S. traditional distributors being cast to the wayside, to Canadian distributors walking through a revolving door as cannon fodder in the relentless pursuit of profit, to loyal customers losing value of their investment because of a shrinking product line and no equally valuable replacement. Distributors, customers and employees are tired of taking the loses [sic] so the corporation can continue to profit. Much of the strategies have since passed, but the effects Mac has had on a great deal of families will live on for years to come.” (see Unauthorized Biography Page)

    18. “Taking what he was told at face value, Mr. McNeil entered into a distributorship agreement with Mac Tools. Within weeks of signing his contract (which he says he never received a copy of), forwarding his funds for his initial inventory and purchasing his truck, he was ready to hit the road. Now that he was signed up, he says that the tone changed. During the training period, Mr. McNeil again asked about the pulp mill he was to have in his territory. To his complete surprise, Mr. Hamilton told him that he had given it to another distributor and that there was enough for Mr. McNeil without it. Upon pressing for a reason as to why Mr. Hamilton had deceived him, Mr. McNeil was, in an agitated manner, told that if he did not like it than [sic] he could quit. At this point, at this level of commitment, quitting was not an option. Though he was not happy with how he was deceived, he had committed himself and was determined to make a go of it.” (see Case Study Page)

    19. “In February of 1994 it was time to see the promised unveiling of the computer software system Mr. Hamilton spoke of during recruitment. At Dallas, it quickly became apparent that this system was far from being available and by all indications was not even going to be available in Canada at all. According to sources, even to this day, this software is not available to Canadian Distributors.” (see Case Study Page)

    20. “Undaunted, Mr. McNeil continued on and quickly became a consistent top performer. After being in the business for about 8 months it became obvious to him that his expenses were far greater than the two projections he had received from Mac Tools via Mr. Hamilton. Mr. McNeil decided to contact Mr. Hamilton to ask him why three key parts (computer software, pulp mill and operating expenses) discussed during recruitment were not truthful. According to Mr. McNeil, Mr. Hamilton became abusive and reminded Mr. McNeil that he, Mr. Hamilton, could “make or break” him.” (see Case Study Page)

    21. “Mr. McNeil claims that during this time, not only was product becoming scarce, but his support (that he was entitled to under contract) was non-existent. Also during this time, the (former) national sales manager, Steve Eyre, was off on medical leave and, through no fault of Mr. Eyre, the company had become a ship without a captain. Not only was key product hard to come by (we are talking wrenches, ratchets, sockets... .KEY PRODUCT!!) but the internal hierarchy was in dissary [sic] which in turn was reflected on the service levels of the distributor force and ultimately the customer.” (see Case Study Page)

    22. “Mr. McNeil, and many others, assert that these problems continued on for many months causing Mr. McNeil and hundreds of other distributors a loss of profit and goodwill. Mr. McNeil claims that he had a 2 piece ratchet set on back order for just over 1 year! Many other similar tales of service levels seem absurd and even humorous, until one reflects on the seriousness of the situation and the impact of the lone distributor.” (see Case Study Page)

    23. “Another DBM, Adriano Monopoli, was [sic] started in Mr. McNeil’s area during the height of the operational mayhem.” (see Case Study Page)

    24. “Although the tools were now at least coming, Mr. McNeil contends that the quality of the product had suffered. Instances of chrome peeling or tools breaking under light service were not uncommon. Air tool availability, performance and reliability were down. This caused an increase in warranty claims from customers that, coupled with the poor service levels, caused cash flow issues for many distributors, Mr. McNeil included.” (see Case Study Page)

    25. “Though Mr. McNeil contends that he always lived frugally, he none the less he [sic] found himself in a serious cash flow situation that he directly attributed to Mac and the service issues.” (see Case Study Page)

    26. “Of concern to Mr. McNeil was that his money was tied up in their system, but they refused to send him product. After voicing this to Mr. McDonald, he was assured it would be taken care of. Soon after, Mr. McDonald joined the ranks of so many other Mac people and quit. Needless to say, everything was not taken care of and the situation was not getting better.” (see Case Study Page)

    27. “Mr. Patten, according to Mr. McNeil, took exception to Mr. McNeil and transferred thousands of dollars in product to Mr. McNeil’s trade account (which Mr. McNeil says he never ordered or received) and recoursed [sic] Mac Advantage delinquent accounts to his trade account. This, according to Mr. McNeil, was done contrary to contractual and company policies. Mr. McNeil brought this to the attention of regional sales manager Steve Eyre, who like many other times, said he would get right on it. Again, nothing was done except a parting of the ways between Mac Tools and Norm Patten.” (see Case Study Page)

    28. “When the new Mac Advantage system was introduced in 1995, it superseded another agreement called the Mac Cap agreement. In the Mac Advantage agreement, there was a clause that stated “any disputes relating to this or any other document must be settled through arbitration” [sic] This was obviously put in by Mac in order to protect themselves from claims arising from the Mac Cap system mentioned in so many lawsuits. Well, Mac’s hired guns convinced the Judge that the actual distributor agreement (the agreement the lawsuit is based [sic]) is a related agreement to the Mac Advantage agreement and therefore, Mr. McNeil could not seek legal remedy and must peruse [sic] alternative dispute resolution.” (see Case Study Page)

    29. “Short lived was Mr. McNeil’s optimism. Mac’s attorneys tried yet more strong arm tactics and Mac continued to put more fictitious charges on Mr. McNeil’s trade account and ultimately terminated the distributor agreement.” (see Case Study Page)

    30. “Over the span of the last 1.5 years, Mr. McNeil says he has been trying enter [sic] into arbitration as the Judge ordered, to no avail. McNeil also claims to have pleaded with the presiding Judge to exercise any power he has to enforce his ruling, to no avail. Mr. McNeil insists that for almost a year Mac and their attorneys have ignored Mr. McNeil by not returning phone calls, faxes, or e-mails.” (see Case Study Page)

    31. “Early in my dispute with Mac I realized that I was not being treated in a fair manner.” (see Funduk Letter Page)

    32. “Either way I looked forward to exposing their unfair dealings and be compensated [sic] for the damage they caused me.” (see Funduk Letter Page)

    33. “In fact, both Mac Tools and their council [sic] will not return calls at all. It is not fair dealing and is most certainly not in good faith.” (see Funduk Letter Page)

    34. “My understanding of the reasoning behind the Franchise Act was to prevent these types of abuses within the franchise context. This situation, in my humble opinion, has shown a flagrant disregard for the public policy and the moral interests of the people of Alberta.” (see Funduk Letter Page)

    35. “Firstly, I wanted to point out the lack of respect this corporation has shown for both our policies and the decision you brought forth. I am sure the architects of the revised Franchise Act did not envision this type of outcome and I am equally sure you fully expected Mac Tools to settle this dispute through ADR like they argued for and you ruled in favour of.” (see Funduk Letter Page)

    36. “As it currently sits, they simply are refusing to honour the law of our land, their own agreements and your ruling.” (see Funduk Letter Page)

    37. “In sum, because of the actions of this company, I have depleted all financial resources to the point that I can no longer retain council [sic] and without intervention will likely loose [sic] everything. I refuse to give up my rights under my own laws so an American corporation can skirt our laws and continue to do business contrary to the law of our land.” (see Funduk Letter Page)

    38. “After months of unsuccessful efforts to cure problems caused by, among things [sic], Mac’s closing of the Canadian Distribution centre, documented accounting errors and malicious actions of Mr [sic] Norm Patton, I was forced (and challenged to) seek legal remedy to our dispute in January of 1998.” (see Eyre Letter Page)

    39. “I have not responded in the manor [sic] expected after the strong arm and bully tactics and will not let this simply be dropped. I refuse to be ignored any longer. I have made great efforts to keep this dispute between our two parties and have come to the point where because of your handling of this matter I have no choice but to include other parties. This letter will be cc’d to the current president of the company (just in case he is not in the loop) and if I am still ignored I will have no choice but to move into the public relations arena.” (see Eyre Letter Page)

    40. “To put it succinctly, if [sic] choose to ignore the court decision (that you fought for) I will be forced to seek outside help and utilize the court of public opinion.” (see Eyre Letter Page)