Enforcement order

IN THE MATTER OF the Insurance Act, R.S.O. 1990, c.I.8, as amended (the “Act”), in particular sections 392.5, 407.1, 441.2 and 441.3;

AND IN THE MATTER OF Susan Keshen and Michael Stoddart.

NOTICE OF PROPOSAL TO REVOKE LICENCE AND IMPOSE ADMINISTRATIVE PENALTIES

TO: Susan Keshen

AND TO: Michael Stoddart

TAKE NOTICE THAT pursuant to sections 392.5 and 407.1 of the Act, and by delegated authority from the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario (the “Chief Executive Officer”), the Director, Litigation and Enforcement, (the “Director”) is proposing to revoke the life insurance and accident and sickness insurance agent licence issued to Susan Keshen (“Keshen”).

AND TAKE NOTICE THAT pursuant to section 441.3 of the Act, and by delegated authority from the Chief Executive Officer, the Director is proposing to impose three (3) administrative penalties in the total amount of $35,000 on Michael Stoddart (“Stoddart”) as follows:

An administrative penalty in the amount of $10,000, for contravening section 401 of the Act by holding himself out as an insurance agent;

An administrative penalty in the amount of $10,000 for contravening section 392.2(6) of the Act, and section 2(1) of Ontario Regulation 347/04 (“O. Reg. 347/04”) by engaging in unlicensed activity; and

An administrative penalty in the amount of $15,000 for contravening section 447(2)(a.3) of the Act by knowingly making a false or misleading statement or representation in order to obtain payment or goods or services provided to an insured.

AND TAKE NOTICE THAT pursuant to section 441.3 of the Act, and by delegated authority from the Chief Executive Officer, the Director is proposing to impose two (2) administrative penalties in the total amount of $30,000 on Keshen as follows:

An administrative penalty in the amount of $5,000, for contravening section 401 of the Act by carrying on business as an insurance agent in a name other than that on her licence; and

An administrative penalty in the amount of $25,000 for making false and misleading statements in soliciting or registering insurance contrary to subsection 17(c) of O. Reg. 347/04.

Details of these contraventions and reasons for this proposal are described below. This Notice of Proposal includes allegations that may be considered at a hearing.

SI VOUS DÉSIREZ RECEVOIR CET AVIS EN FRANÇAIS, veuillez nous envoyer votre demande par courriel immédiatement à: contactcentre@fsrao.ca.

YOU ARE ENTITLED TO A HEARING BY THE FINANCIAL SERVICES TRIBUNAL (THE “TRIBUNAL”) PURSUANT TO SECTIONS 407.1(2), 407.1(3), 441.3(2) AND 441.3(5) OF THE ACT. A hearing by the Tribunal about this Notice of Proposal may be requested by completing the enclosed Request for Hearing Form (Form 1) and delivering it to the Tribunal within fifteen (15) days after this Notice of Proposal is received by you. The Request for Hearing Form (Form 1) must be mailed, delivered, faxed or emailed to:

Address:

Financial Services Tribunal
25 Sheppard Avenue W, Suite 100
Toronto, ON M2N 6S6

Attention: Registrar

Fax: 416-226-7750

Email: contact@fstontario.ca

For additional copies of the Request for Hearing Form (Form 1), visit the Tribunal’s website at www.fstontario.ca.

TAKE NOTICE THAT if you do not deliver a written request for a hearing to the Tribunal within fifteen (15) days after this Notice of Proposal is received by you, orders will be issued as described in this Notice of Proposal. TAKE FURTHER NOTICE of the payment requirements in section 5 of Ontario Regulation 408/12, which state that the penalized person or entity shall pay the penalty no later than thirty (30) days after the person or entity is given notice of the order imposing the penalty, after the matter is finally determined if a hearing is requested, or such longer time as may be specified in the order.

The hearing before the Tribunal will proceed in accordance with the Rules of Practice and Procedure for Proceedings before the Financial Services Tribunal (“Rules”) made under the authority of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22, as amended. The Rules are available at the website of the Tribunal: www.fstontario.ca. Alternatively, a copy can be obtained by telephoning the Registrar of the Tribunal at (416) 590-7294, or toll free at 1-800-668-0128 extension 7294.

At a hearing, your character, conduct and/or competence may be in issue. You may be furnished with further and/or other particulars, including further or other grounds, to support this proposal.

REASONS FOR PROPOSAL

I. INTRODUCTION

These are the reasons of the Director to revoke the insurance agent licence issued to Susan Keshen (“Keshen”) and to impose administrative penalties on Keshen and Michael Stoddart (“Stoddart”).

II. BACKGROUND

Keshen is a licensed life insurance and accident and sickness insurance agent (licence # 94012372) under the Act. Keshen has been licensed since April 1, 1994. Keshen was contracted with Financial Horizons Incorporated (“Financial Horizons”), a Managing General Agent. Keshen’s licence has an expiry date of August 12, 2022.

Keshen entered into a Producer’s Agreement – General Agent Broker (“GAB”) with Manulife effective June 4, 2004, that set out the terms for the promotion, sale, and servicing of Manulife products. The GAB specified in subsection 5.05 that Keshen would maintain all licences necessary to solicit Manulife products.

Stoddart was formerly a licensed life insurance and accident and sickness insurance agent (licence # 94024693) under the Act. Stoddart was licensed from April 1, 1994, until August 11, 2008, except for a three-month period in 1998 where he was unlicensed. Stoddart’s licence was revoked effective August 11, 2008, for failing to provide requested information during an investigation by the regulator.

Keshen and Stoddart live together. They have been romantic partners since approximately 2004.

After Stoddart’s insurance agent licence was revoked in 2008, Keshen took over Stoddart’s book of business. Keshen did not pay Stoddart for his book of business. Neither Keshen nor Stoddart advised clients that their insurance agent had changed from Stoddart to Keshen.

On April 29, 2020, FSRA received two related Life Agent Reporting Forms (“LARFs”) from The Manufacturers Life Insurance Company (“Manulife”). One was regarding Keshen and one was regarding Stoddart.

Manulife had received a complaint made by the estate trustee for SS and his spouse, BS. SS and BS were once Stoddart’s clients, and Stoddart continued to act as their agent, even after his licence was revoked. The estate trustee reported to Manulife potential misappropriation of funds and misconduct by Stoddart, prompting their investigation.

Manulife terminated its relationship with Keshen by letter dated March 16, 2020, effective March 3, 2020. Financial Horizons terminated its relationship with Keshen effective March 16, 2020.

III. FACTS

A. Stoddart’s Prior Offence and Licence Revocation

On March 19, 1999, Stoddart plead guilty to the offence of acting as a life agent without being properly licensed. Stoddart had submitted his licence renewal application after his licence had expired. Stoddart had continued working as an agent during the three-month period where he did not have a valid licence, prompting the charge for acting as an agent while unlicensed and his eventual plea.

On January 7, 2004, the Financial Services Commission of Ontario (“FSCO”), the former regulator of the life insurance sector, issued a caution letter to Stoddart for failing to disclose on a renewal application that he had plead guilty to the charge of acting as a life agent without being properly licensed.

FSCO revoked Stoddart’s licence in an order dated November 4, 2008, effective August 11, 2008, the day before Stoddart allowed his license to expire. The revocation was made pursuant to Minutes of Settlement (“MOS”) entered into by FSCO and Stoddart on October 29, 2008.

The MOS confirm that Stoddart failed to respond to a request by FSCO compliance staff for an accounting of certain client funds. Despite multiple follow-up requests, Stoddart never provided the requested accounting to FSCO and instead allowed his licence to expire.

When interviewed by FSRA investigators, Stoddart said that he did not recall his licence being revoked. He told the investigators that he believed that his licence expired and that he didn’t renew it. He did not recall an inquiry or speaking to anyone at FSCO.

B. Keshen, Stoddart and Standard Wealth Management

When Stoddart’s licence was revoked in 2008, Keshen took on his book of business. In contrast to typical business practice, Keshen did not pay Stoddart for this transfer.

Keshen created Standard Wealth Management (“SWM”), an unincorporated entity. Keshen advised investigators that she was not aware that SWM had to be licensed when soliciting and registering insurance products.

SWM is not, and has never been, licensed under the Act. SWM branding was used by Keshen on a website soliciting insurance clients, its name was on the door of the company office, and SWM branding was also used on printed and electronic communications with clients.

The SWM website (www.standardwealthmanagement.ca) advertised various insurance products and services. The website included a photo of Keshen and an email address that included her name.

SWM branding was also used by Stoddart in communications with clients, and in his email signature as ‘Managing Partner’ of SWM. Both Keshen and Stoddart had email addresses that included the SWM name.

According to Keshen, Stoddart took on administrative tasks at SWM after his licence was revoked in 2008; Keshen said that Stoddart’s tasks included helping with paperwork, preparing summaries of client accounts, and working on the SWM website.

According to Keshen, Stoddart worked only part-time for her for the first three years or so after Stoddart stopped being licenced. Keshen explained that she asked Stoddart for more help because she was too busy. She advised investigators that Stoddart then worked at SWM full-time, and billed Keshen for his work.

C. Stoddart’s Holding Out and Unlicensed Activity

Stoddart continued to be involved in significant transactions on client accounts after his licence was revoked. Documents provided to FSRA show he was involved in activities including fund transfers, applications for insurance, financial and insurance advice, and automatic withdrawal adjustments.

Stoddart met with clients that were part of his pre-revocation book of business and clients that were acquired after his licence revocation. He often met with these clients alone and without Keshen’s supervision. Stoddart would discuss and suggest insurance products, mainly segregated funds, with clients when meeting with them.

Clients that reported meeting alone with Stoddart include BV, MV, BB, JK, UM, PT, RT, LAR and LOR. BB told investigators that he never met with or spoke to Keshen ever. BV and MV reported that they always communicated with Stoddart and met with Keshen only once in 2008. JK, UM, RT, LAR and LOR indicated that they mostly met with Stoddart rather than Keshen.

Stoddart completed insurance documents including a policy application and fund transfers without Keshen present and signed the documents in Keshen’s name. He then submitted the forms to Manulife. Documents obtained by FSRA investigators which appear to have been signed by Keshen, but were actually signed by Stoddart include:
1. A fund transfer form for UM dated March 6, 2019;
2. Fund transfer forms for BV dated September 9, 2019; and
3. Several documents for LAR including a new application for a segregated fund contract signed by LAR on November 8, 2019.

Stoddart communicated with clients via mail and email. Sometimes Keshen was copied on these communications. Letters were on SWM letterhead and signed by Stoddart. Emails were from Stoddart’s SWM email and often had an email signature with Stoddart’s position shown as “Managing Partner” of SWM.

The language and format used in Stoddart’s communications with clients reasonably gave the impression he was their insurance agent. For example:
1. An email from Stoddart, copied to Keshen, to LAR and LOR dated March 6, 2012, that shows several actions that had been taken with their accounts including “transferred the funds designed for the loc to the new Manu product”, the redemption of an account, and the checking of beneficiaries.
2. A letter to BB dated March 14, 2016, copied to Keshen, on SWM letterhead and signed by Stoddart. The letter indicates that the transfer of BB’s two Manulife accounts has been completed and suggests increasing the size of the line of credit.
3. A letter to BV and MV, copied to Keshen, dated May 5, 2016, on SWM letterhead and signed by Stoddart. The letter confirms that purchases for their Manulife account have been completed and that they have been moved to a product with reduced fees. The letter also suggests moving BV’s RRIF and RSP products to a lower fee option.
4. A letter to BV and MV dated January 9, 2018, referring to a recent move of accounts from another provider to Manulife. The letter also requests BV and MV sign and return Beneficiary Change Forms.
5. A “Policy Statement” for SS for the period of November 15, 2015, to November 15, 2018, that indicates the “Insurance Representative” is Michael Stoddart.

Stoddart told investigators that he could not recall informing clients that their accounts had been transferred to Keshen following the revocation of his licence but said “everything just went” into Keshen’s name.

Several of the clients that dealt with Stoddart were unaware that he was unlicensed, including BB, JK, UM, and PT.

At least one of Stoddart’s former clients, JK, stated that she was not aware that Keshen had become her registered Manulife advisor after Stoddart’s licence revocation.

D. Stoddart Misappropriated Client Funds

Stoddart used Keshen’s access to the insurer’s portal and physical client files to continue providing services for his former client, SS, after his license was revoked. SS had a long-standing relationship with Stoddart and purchased insurance policies through Stoddart as early as 1992.

Stoddart purported to set up a Cash Accumulation Fund (“CAF”) for SS with Standard Life Assurance Company of Canada (“Standard Life”) in 1992. Manulife purchased Standard Life in 2015.

Stoddart provided SS with a “Summary of Account” for October 2017. The Summary states it was “Prepared By: Susan Keshen & Michael Stoddart” and shows the CAF having an accumulated value of $128,602. No company or provider is listed for the CAF on the summary. Manulife advised it has no records, nor any policy number, of the CAF policy number contained in the statements provided to SS by Stoddart.

Starting in or around October 2015, Stoddart, and on one occasion Stoddart’s daughter, deposited $500 a month from their own accounts into SS’s personal bank account. Stoddart told SS that these payments were from the CAF.

SS passed away in early 2019 and the estate executor sought the funds from the CAF from Stoddart. In April and May 2019, Stoddart provided false information to the executor regarding the CAF, including a fraudulent “Policy Statement” that purported to be from Manulife.

In June 2019, Stoddart made two transfers totalling $128,240 to SS’ spouse.

E. Conduct of Keshen

FSRA investigators interviewed Keshen on February 12, 2021, and March 9, 2022 (the “Keshen interviews”). In her interviews, Keshen admitted that:
1. She allowed Stoddart unsupervised access to client information available on insurers’ portals; using her credentials;
2. She gave Stoddart permission to add her advisor code, sign on her behalf, and send forms to Manulife by fax;
3. She did not review all forms that were signed by Stoddart in her name; and
4. Stoddart would sometimes meet with clients alone to discuss investment products and transfers between funds, and she did not follow-up with the clients to confirm the trade instructions.

Keshen and Stoddart both worked out of the SWM office. Stoddart had access to hard copy client files stored in an unlocked filing cabinet, and access to Keshen’s online account with Financial Horizons called Wealth Serve. Stoddart was thus able to continue accessing confidential client information after his licence was revoked.

Keshen gave Stoddart her password to Wealth Serve. This enabled Stoddart to access client information on Wealth Serve including financial holdings, investment portfolios, transaction reports, and report generation tools.

Keshen did not inform some of Stoddart’s former clients that Stoddart’s licence was revoked. She also did not notify some of Stoddart’s former clients that she had taken over as their registered Manulife advisor and allowed at least one of these clients to believe that Stoddart was still their Manulife advisor for over a decade, after his licence was revoked.

Stoddart admitted to filling out forms to transfer client insurance funds and then signing the forms using Keshen’s name, at least occasionally. He stated that Keshen had given him authorization to sign the forms on her behalf.

IV. CONTRAVENTIONS OR FAILURES TO COMPLY WITH THE ACT

A. Stoddart’s Contraventions or Failures to Comply with the Act

i. Holding Himself Out as An Agent

Section 401 of the Act prohibits a person from holding themselves out to the public as an agent if they are not licensed as an agent.

The Director is satisfied that Stoddart held himself out to the public as an insurance agent. In particular:
1. Stoddart continued to manage client relationships on an ongoing and active basis after his licence was revoked;
2. Stoddart continued to meet with clients without Keshen present;
3. Stoddart sent communications to clients that reasonably gave clients the impression that he was acting as their insurance agent;
4. Neither Stoddart nor Keshen advised some of Stoddart’s clients that his licence had been revoked, or that he was no longer licensed under the Act; and
5. Clients continued to believe that Stoddart was their agent.

ii. Acting as an Insurance Agent without a Licence

Subsection 392.2(6) of the Act prohibits a person from acting as an insurance agent in Ontario without a licence.

Subsection 2(1) of O. Reg. 347/04 prohibits a person from acting as an agent unless they are licenced.

Section 1 of the Act defines an insurance agent as a person who solicits insurance on behalf of an insurer, who transmits an application for, or policy of insurance to or from an insurer, or who acts in the negotiation or renewal of insurance with an insurer.

The Director is satisfied that Stoddart acted as an insurance agent without a licence, in particular:
1. Stoddart provided clients with insurance advice including suggestions for particular insurance products;
2. Stoddart faxed forms, including applications, and fund transfers to Manulife, and signed the forms with Keshen’s name; and
3. Stoddart recommended insurance products with clients in private meetings without supervision by Keshen.

Section 447(2)(a.3) of the Act prohibits someone from making false or misleading statements or representations to an insurer in order to obtain payment for goods or services provided to an insured.

Manulife’s form and the GAB required signature by an appropriately licensed representative. The Director is satisfied that Stoddart made false or misleading representations to insurers by filling out account forms with Keshen’s agent information and signature, and then submitting the forms to Manulife. He indirectly obtained payment for the services provided by way of commissions paid to Keshen, his romantic partner.

B. Keshen’s Contraventions or Failures to Comply with the Act

i. Carrying on business in another name

Section 401of the Act prohibits agents from advertising or carrying on business in a name other than that stated on the licence.

The Director is satisfied that Keshen contravened the Act by advertising or carrying on business under the SWM name. She used this branding on her office, on her website, in her email address and in letterheads. SWM is not licensed.

ii. False or misleading representations to insurers

Section 17(c) of O. Reg. 347/04 prohibits an agent from making a false or misleading statement or representation in soliciting or registering insurance.

The Director is satisfied that Keshen contravened the Act by misleading Manulife. Keshen made false or misleading statements or representations to Manulife when soliciting or registering insurance by allowing Stoddart to complete forms in her name, sign her signature and submit the forms without her review via fax or through the insurer’s access portal.

V. GROUNDS TO REVOKE KESHEN’S LICENCE

Section 392.5(1) of the Act states that the Chief Executive Officer may revoke or suspend an agent’s licence to act as an insurance agent, if the agent has failed to comply with the Act, the regulations or a condition of the licence.

Section 392.5(2) of the Act states that the Chief Executive Officer may revoke or suspend an agent’s licence if any prescribed grounds for revoking or suspending a licence, or for refusing to issue a licence, exist.

Subsection 8(d) of O. Reg. 347/04 states that the Chief Executive Officer may suspend or revoke a licence if, after due investigation and hearing, it appears to the Chief Executive Officer that the licensee has demonstrated incompetence or untrustworthiness to transact the insurance agency business for which the licence has been granted.

The Director is satisfied that Keshen contravened section 401 of the Act and section 17(c) of O. Reg. 347/04, as described above.

The Director is further satisfied that Keshen demonstrated incompetence and untrustworthiness in the following instances:
1. Keshen allowed Stoddart to continue to manage clients after she was aware that he no longer had an active licence;
2. Keshen provided Stoddart with access to her computer, electronic and paper client records;
3. Keshen shared her account password and access to Wealth Serve and to online client files with Stoddart;
4. Keshen permitted Stoddart to sign transfer forms and applications on her behalf; and
5. Keshen failed to supervise Stoddart’s use of her computer and passwords and access to her client files.

Stoddart was able to misappropriate approximately $128,240 from the CAF belonging to SS, after his licence was revoked, because of Keshen’s misconduct and by using her name and access. Further, had she properly supervised her client files she would have noticed the misappropriation of funds.

Due to Keshen’s contraventions, which included repeated false or misleading statements or misrepresentations in the solicitation or registration of insurance, it appears to the Director that she has demonstrated untrustworthiness to transact the insurance agency business and is not suitable to be licensed.

VI. GROUNDS FOR IMPOSING ADMINISTRATIVE PENALTIES

Having identified the above contraventions, the Director is satisfied that imposing administrative penalties on Stoddart and Keshen under subsection 441.3(1) of the Act will satisfy one or both of the following purposes under subsection 441.2(1) of the Act:
1. To promote compliance with the requirements established under the Act; and
2. To prevent a person from deriving, directly or indirectly, any economic benefit because of contravening or failing to comply with a requirement established under the Act.

A. Administrative Penalties to be Imposed on Stoddart

The Director is satisfied that three (3) administrative penalties in the total amount of $35,000 should be imposed on Stoddart:
1. An administrative penalty in the amount of $10,000, for contravening section 401 of the Act by holding himself out as an insurance agent;
2. An administrative penalty in the amount of $10,000 for contravening section 392.2(6) of the Act and section 2(1) of O. Reg. 347/04 by engaging in unlicensed activity; and
3. An administrative penalty in the amount of $15,000 for contravening section 447(2)(a.3) of the Act by knowingly making a false or misleading statement or representation in order to obtain payment for goods or services provided to an insured.

The first contravention above is listed in Schedule 2 of Ontario Regulation 408/12 (“O. Reg. 408/12”) and carries a maximum penalty of $50,000 for an individual in accordance with section 3(1) of O. Reg. 408/12 and section 441.5(1) of the Act.

The second and third contraventions above are listed in Schedule 1 of O. Reg. 408/12 and carry a maximum penalty of $100,000 for an individual.

In determining the amount of the administrative penalties, the Director has considered the following criteria as required by section 4(2) of O. Reg. 408/12:
1. The degree to which the contravention or failure was intentional, reckless or negligent;
2. The extent of the harm or potential harm to others resulting from the contravention or failure;
3. The extent to which the person or entity tried to mitigate any loss or take other remedial action;
4. The extent to which the person or entity derived or reasonably might have expected to derive, directly or indirectly, any economic benefit from the contravention or failure; and
5. Any other contraventions or failures to comply with a requirement established under the Act or with any other financial services legislation of Ontario or of any jurisdiction during the preceding five years by the person or entity.

In respect of the first criterion, the Director is satisfied that Stoddart intentionally engaged in unlicensed activity and held himself out as an insurance agent after his licence was revoked.

Stoddart’s intentional unlicensed activity and holding out continued for approximately twelve years, after the revocation of his licence. Having been a licenced agent for more than a decade previously, he knew of the obligation to be licenced. He also had previously plead guilty to the offence of acting as a life agent without being properly licensed, and thus should have been especially aware of this requirement.

The Director is further satisfied that Stoddart’s actions in submitting forms to Manulife with Keshen’s forged signature were intentional. The words “Representative” on the forms, the need to fill in a “Broker/branch number” and “Representative code”, and the label “Signature of representative” all made clear that only the agent was to sign them, regardless of Keshen’s permission to use her signature.

In respect of the second criterion, the Director is satisfied that Stoddart’s activities caused harm to others. The insurance agent licensing regime provided in the Act is a critical and necessary component in protecting the public interest. The public is entitled to have confidence that the licensing regime will only allow properly qualified and licensed agents to solicit, negotiate and place insurance. By deceptively posing as an insurance agent, Stoddart undermined the integrity of the licensing regime and consequently harmed the public interest.

Furthermore, Stoddart’s activities caused direct financial harm to Manulife, which paid out commissions for twelve years to Keshen for Stoddart’s unlicensed activity.

In respect of the third criterion, the Director is aware that Stoddart returned to SS’ estate $128,240 in June 2019. However, SS’ widow suffered a financial loss upon SS’ death in January 2019, because of Stoddart’s recklessness while he was unlicensed.

In respect of the fourth criterion, Stoddart received an indirect economic benefit from commissions from Manulife. These commissions were paid by Manulife to Keshen and Keshen paid Stoddart for his services. Further, given their cohabitation, Stoddart stood to benefit economically from Keshen’s commissions.

In respect of the fifth criterion, the Director is aware that Stoddart’s licence was revoked by FSCO on August 8, 2008, and that he plead guilty to unlicensed activity in 1999, but the Director is not aware of any contraventions that have occurred within the preceding five years.

B. Administrative Penalties to be Imposed on Keshen

The Director is satisfied that two (2) administrative penalties in the total amount of $30,000 should be imposed on Keshen:
1. An administrative penalty in the amount of $5,000, for contravening section 401 of the Act by carrying on business as an insurance agent in a name other than that on her licence; and
2. An administrative penalty in the amount of $25,000 for making false or misleading statements or representations in soliciting or registering insurance contrary to section 17(c) of O. Reg. 347/04.

A contravention of section 17(c) of O. Reg. 347/04 is listed in Schedule 1 of O. Reg. 408/12 and carries a maximum penalty of $100,000 for an individual. Section 401 of the Act is listed in Schedule 2 and carries a maximum penalty of $50,000 for an individual.

In determining the amount of the administrative penalties, the Director has considered the criteria referred to above, as required by section 4(2) of O. Reg. 408/12.

In respect of the first criterion, the Director is satisfied that Keshen intentionally made false or misleading statements or misrepresentations in the solicitation and registration of insurance. Keshen allowed Stoddart to continue to act as the agent for their clients while representing to Manulife that they were her clients. Keshen, knowing Stoddart was unlicensed, allowed Stoddart to sign and use Keshen’s agent code on transactions and applications for clients, notwithstanding she was not involved in the transactions or applications.

The Director is further satisfied that Keshen was negligent in advertising and carrying on business under the SWM name. Agents are responsible for being familiar with and abiding by the Act and regulations. The licence renewal applications that agents, including Keshen, must complete, explicitly reminds agents of their obligation to carry on business only in the name which they are licenced.

In respect of the second criterion, the Director is satisfied that Keshen caused significant harm to others. The insurance licensing regime envisages that only qualified and licensed agents will provide insurance agent services to the public. In this way, the regime fosters public confidence in the insurance business.

By allowing Stoddart, who had his licence revoked and was unlicensed, to solicit or register insurance using her signature and credentials, Keshen not only deceived both Manulife and her clients, but also harmed the public interest by undermining the public’s confidence in the licensing regime. Furthermore, Keshen also caused direct financial harm to Manulife by receiving commissions from Manulife on transactions where Stoddart was involved in soliciting insurance.

Similarly, by advertising and carrying on business under the SWM name, Keshen harmed the public’s confidence in the licencing regime. The use of SWM instead of Keshen’s name also potentially created additional confusion for clients about Stoddart’s actual licensing status.

In respect of the third criterion, Keshen took no active steps to mitigate the harm caused by Stoddart’s actions and her misconduct in facilitating it.

In respect of the fourth criterion, the Director is satisfied that Keshen received a direct economic benefit, as Keshen received commissions from Manulife on transactions where Stoddart was involved in soliciting and registering insurance for twelve years.

In respect of the fifth criterion, the Director is unaware of any contraventions or failures to comply with a requirement established under the Act or with any other financial services legislation in Ontario or of any jurisdiction during the preceding five years by Keshen.

Such further and other reasons as may come to my attention.

DATED at Toronto, Ontario, April 27, 2022

Original signed by

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

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