IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29, as amended (the “Act”), in particular sections 21, 38, and 39;

AND IN THE MATTER OF Viviana Prentice.

MINUTES OF SETTLEMENT AND UNDERTAKING

PART I – INTRODUCTION

1. Viviana Prentice (“Prentice”) is licensed as a mortgage agent level 2 (License #M08010314). Her license expired on March 31, 2025.
2. On October 25, 2024, the Director, Litigation & Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (“CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of Prentice (the “NOP”).
3. Prentice disputed the allegations and, on November 7, 2024, requested a hearing before the Financial Services Tribunal (the “Tribunal”) in respect of the NOP.
4. Prentice and the Director, by delegated authority from the CEO, (collectively the “Parties”) wish to resolve this matter on consent and without a hearing before the Tribunal.

PART II – AGREED FACTS

5. From July 21, 2009, until she was terminated on January 16, 2023, Prentice was licensed through Dominion Lending Centers Mortgage Connection Inc. (“Mortgage Connection”) (license #10390). Since April 20, 2023, Prentice has been licensed through 2725051 Ontario Inc. operating as Canadian Tailored Mortgage Solutions (license #13228).
6. While licensed through Mortgage Connection, Prentice charged certain clients a fee. These fees were agreed to by clients via signed Direction of Funds Agreements and were paid directly to Prentice or disbursed through the client’s legal representative (the “Fees”).
7. Prentice received a total of $34,050 in Fees directly from clients or their legal representatives in ten mortgage transactions. These Fees were not remitted through the brokerage, contrary to subsection 4(1) of Ontario Regulation 187/08.
8. Pursuant to the terms of her arrangement with Mortgage Connection, Mortgage Connection retained 15% of fees received. Accordingly, by taking the Fees directly and not through Mortgage Connection, Prentice financially benefited in the amount of $5,107.50.
9. These Fees were agreed to with clients via a Direction of Funds Agreement and were paid either directly to Prentice or via the clients’ lawyer to Prentice.
10. After the Fees were discovered by Mortgage Connection, Mortgage Connection terminated Prentice on January 16, 2023.
11. Prentice was interviewed by FSRA investigators in August 2024. In that interview, Prentice admitted her breaches of the Act and took responsibility for her conduct.

PART III – NON-COMPLIANCE WITH THE ACT

12. By engaging in the conduct described above in Part II, Prentice admits and acknowledges that she breached subsection 4(1) of Ontario Regulation 187/08.

PART IV – TERMS OF SETTLEMENT

13. Prentice admits the facts contained in Part II of these Minutes of Settlement and Undertaking (“Minutes”).
14. Prentice acknowledges and agrees that she has been given the opportunity to seek independent legal advice and has done so (or have waived the right to do so) and is entering into these Minutes voluntarily, understanding the consequences of doing so.
15. Prentice acknowledges that these Minutes are an undertaking within the meaning of the Act, and that failure to comply may result in immediate regulatory action including, but not limited to, the issuance of a Notice of Proposal to revoke the licence, a Notice of Proposal to impose an administrative penalty, or a prosecution under the Provincial Offences Act.

(a) Issuance of Order

16. Prentice acknowledges that, upon execution of these Minutes by both Parties, the orders attached as Schedule “A” to these Minutes (the “Orders”) will be issued, pursuant to which:
    1. Prentice shall pay an administrative penalty of $30,000; and
    2. Conditions shall be placed on Prentice’s license for a period of 18 months.

(b) Process for Execution of Settlement

17. Prentice acknowledges that these Minutes are not binding on the Director until signed by the Director.
18. These Minutes may be executed in counterparts, and may be executed and delivered by facsimile or e-mail, and all such counterparts and facsimiles or e-mails, as applicable, shall together constitute one and the same agreement.
19. Upon receiving an executed copy of these Minutes from FSRA, Prentice will withdraw their Request for Hearing (Form 1) in respect of the NOP before the Tribunal by completing a Withdrawal/Discontinuance (Form 5) and filing it with the Registrar at the Tribunal within two business days.
20. Upon confirmation from the Tribunal that the Request for Hearing has been withdrawn and the hearing has been cancelled, the Parties agree that the Director will issue the Orders in the form attached as Schedule “A” to these Minutes.
21. The Parties accept and understand that these Minutes and any rights within the Minutes shall enure to the Parties and to any successors or assigns of the Parties.

(c) Disclosure of Minutes and Order

22. The Parties will keep the terms of these Minutes and the Order confidential until the Orders are issued, except that:
    1. The Director shall be permitted to disclose the Minutes and the Orders within FSRA;
    2. Prentice shall be permitted to disclose the Minutes and Orders to her legal representative, financial professionals, and/or spouse; and
    3. The Parties shall be permitted to inform the Financial Services Tribunal.
23. If either of the Parties do not sign these Minutes or the Director does not issue the Order:
    1. These Minutes, the Orders, and all related discussions and negotiations will be without prejudice to FSRA and Prentice; and
    2. FSRA and Prentice will each be entitled to all available proceedings, remedies and challenges, including proceeding to a hearing of the allegations contained in the NOP. Any proceedings, remedies and challenges will not be affected by these Minutes, the Order, or any related discussions or negotiations.
24. Upon issuance of the Orders:
    1. Prentice agrees that these Minutes and the Orders form part of their administrative record for the purposes of any future licensing decision or as an aggravating factor in respect of a future administrative penalty or prosecution against them or any affiliated entities;
    2. Prentice acknowledges that these Minutes and the Orders are public and will be published by FSRA on its public website (or that of its successor) along with a press release that summarizes these Minutes and the Orders; and
    3. The Parties agree not to make representations to any member of the public or media or in a public forum that are inconsistent with these Minutes or the Orders.

(d) Further Proceedings

25. Whether or not the Orders are issued, Prentice will not use, in any proceeding, these Minutes or the negotiation or process of approval of these Minutes as the basis for any attack on FSRA’s jurisdiction, alleged bias, alleged unfairness, or any other remedies or challenges that may be available.
26. Upon issuance of the Orders:
    1. Prentice waives all rights to a hearing before the Tribunal regarding the NOP;
    2. Prentice waives all rights to a judicial review or appeal of the Orders;
    3. The Director agrees that FSRA will not initiate further proceedings against Prentice relating to the facts contained in Part II of these Minutes, except where:
       1. New facts relevant to the facts contained in Part II come to the attention of FSRA that are materially different from those facts contained in Part II of these Minutes;
       2. Prentice fails to comply with any term in these Minutes or the Orders; or
       
       
       3. FSRA assesses the suitability for licensing of Prentice or a related entity.
    4. Prentice agrees that should she fail to comply with any term in these Minutes or the Orders, FSRA is entitled to bring any proceedings available to it.

DATED at the City of Toronto in the Province of Ontario, this 15^th day of July 2025

Original signed by

Viviana Prentice

DATED at the City of Toronto in the Province of Ontario, this 15^th day of July 2025

Original signed by

Erika Knox
Name of Witness

DATED at the City of Toronto in the Province of Ontario, July 17, 2025.

Original signed by

Elissa Sinha
Director, Litigation and Enforcement
Financial Services Regulatory Authority of Ontario

By delegated authority from the Chief Executive Office

APPENDIX A

IN THE MATTER OF the Mortgage Brokerages, Lenders and Administrators Act, 2006, S.O. 2006, c.29, as amended (the “Act”), in particular sections 19, 21, 38 and 39;

AND IN THE MATTER OF Viviana Prentice (“Prentice”)

ORDER TO IMPOSE AN ADMINISTRATIVE PENALTY
AND TO IMPOSE CONDITIONS ON LICENCE

Prentice is licensed as a mortgage agent level 2 (License #M08010314). Her license expired on March 31, 2025.

On October 25, 2024, the Director, Litigation & Enforcement (the “Director”), by delegated authority from the Chief Executive Officer (“CEO”) of the Financial Services Regulatory Authority of Ontario (“FSRA”), issued a Notice of Proposal in respect of Prentice (the “NOP”).

A Request for Hearing (Form 1), dated November 7, 2024, was delivered to the Financial Services Tribunal (the “Tribunal”) in accordance with sections 21(3) and 39(5) of the Act respecting the NOP.

On [date], Prentice withdrew the Request for Hearing, and, on [date], the Tribunal closed its file in respect of this matter. Therefore, pursuant to sections 21(7) and 39(7) of the Act, the Director makes the following Orders.

 

ORDER

An administrative penalty in the amount of $30,000 is hereby imposed on Viviana Prentice, for the reason set out in the Minutes of Settlement.

TAKE NOTICE THAT the Financial Services Regulatory Authority of Ontario will deliver an invoice to Viviana Prentice with information as to where and how to pay the administrative penalties. Viviana Prentice must pay the administrative penalties no later than thirty (30) days after the Order is issued unless otherwise agreed with the Financial Services Regulatory Authority of Ontario.

If Viviana Prentice fails to pay the administrative penalty in accordance with the terms of this Order, the Chief Executive Officer may file the Order with the Superior Court of Justice and the Order may be enforced as if it were an order of the court. An administrative penalty that is not paid in accordance with the terms of the Order imposing the penalty is a debt due to the Crown and is enforceable as such.

DATED at the City of Toronto in the Province of Ontario,

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

ORDER

For the reasons set out in the Minutes of Settlement, the following conditions are imposed on the mortgage agent licence issued to Viviana Prentice (“Prentice”) for a period of eighteen months:

1. Prentice shall be restricted to a Level 1 mortgage agent license for the duration of the 18 months;
2. Prentice’s work as a mortgage agent will be supervised by the Principal Broker of her sponsoring brokerage (the “Supervisor”);
3. Prentice shall provide regular attestations to the Supervisor that she has not engaged in any mortgage business outside of her brokerage;
4. Prentice and the Supervisor shall submit monthly written reports to the Senior Manager, Market Conduct Action Team (the “Senior Manager”), regarding Prentice’s mortgage agent business activities, if any;
5. Prentice must facilitate the Supervisor’s review of all of her activities relating to dealing or trading in mortgages, if any;
6. Prentice must provide the Supervisor with copies of all mortgage applications, if any, she has prepared in advance of submission to the lender or potential lender;
7. Prentice is required to ensure that all mortgage applications, mortgage disclosure document and every mortgage lender commitment, if any, have been initialed and dated by the Supervisor and maintain evidence of the Supervisor’s review;
8. Prentice shall provide the Supervisor with all of the information and documentation the Supervisor requested by the Supervisor of Prentice to discharge their obligations;
9. If the Supervisor cannot continue to supervise Prentice, the Supervisor and/or Prentice shall notify the Senior Manager within 5 business days of the Supervisor withdrawing their supervision;
10. If the Supervisor ceases supervising Prentice, Prentice shall cease all mortgage agent business activity immediately until a new supervisor has been approved in writing by the CEO or his delegate;
11. Prentice is subject to an examination of her mortgage files from time-to-time at the discretion of the CEO or his delegate, acting reasonably; and
12. If Prentice ceases to be licensed with her brokerage, Prentice will notify the Senior Manager in writing within 5 business days and Prentice agrees to stop all mortgage agent activities until:
    1. Prentice informs the Senior Manager in writing of her new mortgage brokerage; and
    2. A new Supervisor is approved by the Senior Manager, which approval shall not be unreasonably withheld, and submits a signed undertaking in respect of the above terms.

DATED at the City of Toronto in the Province of Ontario,

Elissa Sinha
Director, Litigation and Enforcement

By delegated authority from the Chief Executive Officer

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