Court File No.: CV-10-15164

ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:

"HI! NEIGHBOR" FLOOR COVERING CO. LIMITED

Plaintiff

and

HICKORY SPRINGS MANUFACTURING COMPANY, VALLE FOAM INDUSTRIES (1995), INC., DOMFOAM INTERNATIONAL, INC.,

THE CARPENTER CO., CARPENTER CANADA CO., WOODBRIDGE FOAM CORPORATION, FLEXIBLE FOAM PRODUCTS, INC.,

FOAMEX INNOVATIONS, INC., FUTURE FOAM, INC., LEGGETT & PLAIT, INC., VIT AFOAM PRODUCTS CANADA LIMITED,

VIT AFOAM, INC., DEAN BRA YIANNIS, BRUCE SCHNEIDER, ROBERT MAGEE and MICHAEL LAJAMBE

Proceeding under the Class Proceedings Act, 1992

FRESH AS AMENDED STATEMENT OF CLAIM (Notice of action issued August 19, 2010)

Defendants

DEFINED TERMS

1. The following definitions apply for the purpose of this fresh as amended

statement of claim:

(a) "Brayiannis" means Dean Brayiannis a vice president of sales and marketing for Valle Foam and Domfoam;

(b) "British Columbia Actions" mean Supreme Court of British Columbia

Court Files, Vancouver ~--~~~~?;'f~.~·~ S~06213 and s:?g~~-t;:w:: ~."' t\ ,

e·

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(c) "Carpenter" means The Carpenter Co., a privately owned and operated company with its headquarters located at 5016 Monument A venue, Richmond Virginia, 23230;

(d) "Carpenter Canada" means Carpenter Canada Co., located at 500 Hanlan Rd, Woodbridge, Ontario L4L 3P6, a subsidiary of Carpenter and E.R. Carpenter Holdings B.V.;

(e) "Carpet Underlay" means scrap Polyurethane Foam that is bonded together by various chemicals into a padding material that is placed beneath carpet;

(f) "CCB" "means the Canadian Competition Bureau;

(g) "CJA" means the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended;

(h) "Class Members" mean all persons in Canada, who, during the Class Period, purchased Polyurethane Foam and/or Polyurethane Foam Products manufactured in North America for pickup or delivery in Canada, except those persons identified in the British Columbia Actions, the Quebec Action and the Excluded Persons;

(i) "Class Period" means the period from January I, 1999 to and including August 3, 2010;

(j) "CPA" means the Class Proceedings Act, 1992, s.o. 1992, c.6;

(k) "Competition Act" means the Competition Act, R.S.C. 1985, c. C-34, as amended;

(1) "Corporate Defendants" mean Carpenter, Carpenter Canada, Domfoam, Flexible Foam, Foamex, Future Foam, Hickory Springs, Leggett & Platt, Valle Foam, Vitafoam, Vitafoam Canada and Woodbridge;

(m) "Defendants" means the Corporate Defendants and Individual Defendants;

(n) "DOJ" means the United States Department of Justice;

(o) "Domfoam" means Domfoam International, Inc. a subsidiary ofValle Foam, with its headquarters located at 8785 Langelier Blvd., Montreal, Quebec, and another office at 4 West Drive, Brampton, Ontario;

(p) "Excluded Persons" means the Individual Defendants, the Corporate Defendants, their directors, officers, subsidiaries, affiliates and any entities or ventures in which any Defendant or any of its subsidiaries or

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affiliates have a controlling interest and legal representatives and heirs, successors and assigns of each ofthe foregoing;

(q) "Flexible Foam" means Flexible Foam Products, Inc. a privately owned and operated Ohio company with its headquarters located at 12575 Bailey Road, Spencerville, Ohio 45887, with facilities in Colorado, Indiana, and Wisconsin;

(r) "Foamex" means Foamex Innovations, Inc.. Foamex is headquartered at Rose Tree Corporate Center II, 1400 N. Providence Road, Suite 2000, Media, PA 19063-2076 and has a location at 8355 Jeann Mance Street, Montreal, Quebec H2P 2Y1;

(s) "Future Foam" means Future Foam, Inc., a privately owned and operated company with its headquarters located in 1610 Avenue N, Council Bluffs, lA 51501, with facilities in Calgary, Alberta and Germany;

(t) "Hickory Springs" means Hickory Springs Manufacturing Company, a corporation headquartered at 235 Second Avenue, N.W., Hickory, North Carolina, with facilities in California, Mississippi, and Tennessee;

(u) "Individual Defendants" mean Brayiannis, Lajambe, Magee, and Schneider;

(v) "Leggett & Platt" means Leggett & Platt, Inc., a publicly traded company with its headquarters at 1 Leggett Rd., Carthage, Missouri, with facilities throughout North America and the world, including Ontario. Leggett & Platt conducts business in Canada as various companies, including, but not limited to Canadian Furniture, Crown North America, Hanes Companies Inc., and Schukra of North America Ltd;

(w) "Lajambe" means Michael Lajambe, a sales representative of Carpenter Canada;

(x) "Magee" means Robert Magee, the chief executive officer of Woodbridge;

(y) "Overcharge" means the difference between the dollar amount the Corporate Defendants collected from the sale of Polyurethane Foam and Polyurethane Foam Products in Canada in the Class Period and the dollar amount the Corporate Defendants would have collected but for the alleged conspiracy;

(z) "Polyurethane Cartel" means the agreements between the Defendants and other competitors to artificially inflate the price of Polyurethane Foam and Carpet Underlay during the Class Period by various methods;

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(aa) "Polyurethane Foam" means polyurethane foam material produced by combining several chemicals, including polyol, diisocyanate, and water, but does not include Carpet Underlay;

(bb) "Polyurethane Foam Products" means bedding, furniture and insulation that contain Polyurethane Foam;

(cc) "Quebec Action" means Quebec Superior Court (District of Montreal) Action No. 500-06-000524-104;

( dd) "Schneider'' means Bruce Schneider the chief executive officer of Future Foam;

(ee) "Valle Foam" means Valle Foam Industries (1995), Inc. which has its headquarters located at 4 West Dr., Brampton, Ontario, and is a related company to Domfoam;

(ff) "Vitafoam" means Vitafoam, Inc., located at 2215 Shore Street, High Point, North Carolina 27263, with facilities in Indiana, Texas, and Tennessee;

(gg) "Vitafoam Canada" means Vitafoam Products Canada Limited, located at 150 Toro Road, North York, Ontario M3J 2A9, with facilities in British Columbia, Alberta, Manitoba, and Quebec; and

(hh) "Woodbridge" means Woodbridge Foam Corporation, a Canadian corporation with its headquarters located at 4240 Sherwoodtowne Blvd., Mississauga, Ontario L4Z 2G6. Woodbridge has global operations through its affiliates, including in Troy, Michigan, Germany, and Australia. During the Class Period, Woodbridge had joint ventures with Hickory Springs and other manufacturers of Polyurethane Foam.

THE RELIEF CLAIMED

2. The plaintiff claims on its own behalf and on behalf of the other Class

Members:

(a) an order pursuant to the CPA certifying this action as a class proceeding and appointing it as the representative plaintiff;

(b) a declaration that the Defendants entered into the Polyurethane Cartel with each other to maintain, fix and stabilize the price of Polyurethane Foam contrary to the Competition Act;

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(c) restitution of, and an accounting for, the amount illegally collected by Corporate Defendants from the Class Members and an order directing the Corporate Defendants to disgorge the amount determined by the accounting;

(d) general damages and special damages against the Defendants for conspiracy, intentional interference with economic relations, and conduct that is contrary to Part VI of the Competition Act in the amount of $100 million or such other sum as this court finds appropriate at the trial of the common issues or at a reference or references;

(e) punitive damages against the Defendants in the amount of $10 million or such other sum as this court finds appropriate at the trial of the common issues;

(f) an equitable rate of interest on all sums found due and owing to the plaintiff and the other Class Members, or pursuant to ss. 128 and 129 of the CJA;

(g) costs of investigation and prosecution of this action pursuant to s. 36( 1) of the Competition Act;

(h) costs of this action in an amount that provides full indemnity or an amount that provides substantial indemnity plus the costs of the distribution of an award under s. 24 or 25 of the CPA, including the costs of notice associated with the distribution and the fees payable to a person administering the distribution pursuant to s. 26(9) of the CPA;

(i) an order directing a reference or giving such other directions as may be necessary to determine issues not determined in the trial of the common issues; and

(j) such further and other relief as to this court seems just.

THE NATURE OF THE ACTION

3. This action concerns unlawful and anti-competitive agreements between

the Defendants and others to enter into the Polyurethane Cartel with the intended

purpose to, inter alia, fix, maintain, increase or control the price of Polyurethane Foam

in North America and to allocate customers.

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4. The plaintiff seeks to recover on behalf of itself and the Class the

artificially inflated amounts paid for Polyurethane Foam and Polyurethane Foam

Products.

5. Polyurethane Foam is found in commercial and home insulation products,

bedding products (mattresses), industrial applications (filtration, acoustic applications,

medical equipment, garments), packaging products, Carpet Underlay, furniture, and the

automotive and transportation (seat cushions, arm-rests, etc.) industries.

6. During 20 l 0, Vitafoam and/or Vitafoam Canada applied for and received

leniency from the CCB and DOJ for disclosing that it was a member of a Polyurethane

Cartel within the industry to fix the price and allocate customers of Polyurethane Foam

and Carpet Underlay.

7. During July 2010, the CCB filed Information Statements in order to

obtain search warrants for some of the Corporate Defendants' Canadian offices as well

as the homes of some senior level sales representatives relating to alleged price-fixing

conduct within the Polyurethane Foam and Carpet Underlay markets.

8. The CCB's Information relied upon the cooperation of

VitafoamNitafoam Canada and four (4) of its senior level employees and telephone

transcripts obtained from these employees conversations with some of the other

Defendants. The Defendants agreed to adopt and adjust price increases of Polyurethane

Foam and allocate customers in tandem, despite having different cost structures.

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9. During July 2010, the Canadian, European Union, and United States'

competition authorities raided the corporate offices of several Polyurethane Foam

manufacturers located in Austria, Belgium, Canada, Germany, Spain, Switzerland,

United Kingdom, and United States.

THE PLAINTIFF

10. The plaintiff is a corporation incorporated pursuant to the laws of Ontario

and located in the city of Windsor. During the Class Period, it purchased Polyurethane

Foam directly and indirectly from Vitafoam Canada, Leggett & Platt and other

Corporate Defendants.

THE CORPORATE DEFENDANTS

11. Carpenter and Carpenter Canada directly sold Polyurethane Foam

throughout Canada and the United States during the Class Period. Carpenter and

Carpenter Canada manufacture and sell Polyurethane Foam in North American markets

for the bedding, Carpet Underlay, furniture, and packaging industries. Carpenter,

Carpenter Canada, and its employees are subjects of the CCB cartel investigation.

12. Domfoam is a subsidiary ofValle Foam and during the Class Period it

sold Polyurethane Foam throughout Canada and the United States. Domfoam

manufactures and sells Polyurethane Foam in North American markets for the bedding,

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Carpet Underlay, furniture and industrial industries. Domfoam and its employees are

subjects of the CCB cartel investigation.

13. During the Class Period, Flexible Foam sold Polyurethane Foam

throughout Canada and the United States. With locations throughout the United States as

a result, in part, by Flexible Foam acquiring facilities from Vitafoam, its website

represents that it serves customers from coast to coast and in 13 countries. Flexible Foam

manufactures Polyurethane Foam for the bedding, furniture, packaging, and transportation

industries. Flexible Foam is a subject of the CCB cartel investigation.

14. Foamex has facilities throughout the United States and in Montreal,

Quebec. During the Class Period, Foamex sold Polyurethane Foam throughout Canada

and the United States. On June 12, 2009, Foamex International, Inc.'s assets were taken

private or otherwise acquired by outside investors but the relevant senior management

employees continued their employment. Foamex International, Inc. operated through its

wholly-owned subsidiaries Foamex L.P, Foamex Canada Inc., Foamex Latin America Inc.

and Foamex Shanghai Laminated Material Co., Ltd. Foamex manufactures and sells

Polyurethane Foam in North American markets for the automotive and transportation,

bedding, carpet, furniture, industrial and packaging industries. Foamex and its employees

are subjects of the CCB cartel investigation.

15. During the Class Period, Future Foam, sold Polyurethane Foam throughout

Canada and the United States. It has numerous plants throughout the United States.

Future Foam manufactures and sells Polyurethane Foam in North American markets for

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the bedding, furniture, and packaging industries. Future Foam is a subject of the CCB

cartel investigation.

16. Hickory Springs is one of the largest, integrated, component

manufacturer and supplier for the furniture and bedding industries with more than 60

operating facilities in the United States and throughout the world. The furniture industry

is the largest segment of Hickory Springs' customer base. During the Class Period,

Hickory Springs sold Polyurethane Foam throughout Canada and the United States.

Hickory Springs is a subject of the CCB cartel investigation.

17. During the Class Period, Leggett & Platt directly and/or through its

control of its affiliates sold Polyurethane Foam throughout Canada and the United

States. Leggett & Platt manufactures and sells Polyurethane Foam in North American

markets for the bedding, Carpet Underlay, and furniture industries. Leggett & Platt and

its Canadian affiliates are subjects ofthe CCB cartel investigation.

18. During the Class Period, Valle Foam directly and/or through its control of

its affiliates sold Polyurethane Foam throughout Canada and the United States. Valle

Foam manufactures and sells Polyurethane Foam in North American markets for the

bedding, Carpet Underlay, furniture, and packaging industries. Valle Foam and its

Canadian affiliates are subjects of the CCB cartel investigation.

19. During the Class Period, Vitafoam and Vitafoam Canada sold

Polyurethane Foam, directly and through its affiliates, throughout Canada and the United

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States. Vitafoam Canada manufactures flexible Polyurethane Foam for use in furniture,

bedding and automotive applications, including packaging, medical, industrial and a full

range of memory foams. Vitafoam and its Canadian affiliates are subjects of the CCB

cartel investigation.

20. During the Class Period, Woodbridge sold Polyurethane Foam directly

throughout Canada and the United States. Woodbridge's primary focus is supplying

foam for automotive components, but it also supplies commercial and recreational

transportation, building-products, construction, packaging and several consumer and

industrial markets. Woodbridge is a subject of the CCB cartel investigation.

THE INDIVIDUAL DEFENDANTS

21. Brayiannis, the VP of sales for Valle Foam and Domfoam, communicated

about future price increases of Polyurethane Foam with employees from certain

competitor Corporate Defendants. Brayiannis is a subject of the CCB investigation.

22. Schneider, the CEO of Future Foam, communicated about future price

increases of Polyurethane Foam with employees from certain competitor Corporate

Defendants. Schneider is a subject of the CCB investigation.

23. Magee, the CEO of Woodbridge, communicated about future price

increases of Polyurethane Foam with employees from certain competitor Corporate

Defendants. Magee is a subject of the CCB investigation.

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24. Lajambe, a sales representative of Carpenter Canada, reports to Roger

Wilcox, Carpenter, Virginia. Lajambe communicated about future price increases of

Polyurethane Foam with employees from certain competitor Corporate Defendants.

Lajambe is a subject of the CCB investigation.

VICARIOUS LIABILITY

25. The acts alleged in this claim to have been done by the Defendants were

authorized, ordered and done by the officers, directors and senior employees of the

Corporate Defendants, wherever situated, for which the Corporate Defendants are

vicariously liable.

JOINT AND SEVERAL LIABILITY

26. The plaintiff pleads that the Defendants are jointly and severally liable for

the acts and omissions of each other.

THE CANADIAN TRADE AND COMMERCE

27. The Polyurethane Foam market in North America is highly concentrated

with the Corporate Defendants controlling a substantial majority of the market share,

especially the national and multi-national direct-purchasers customer market of

Polyurethane Foam.

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28. Prospective entrants to the Polyurethane Foam industry face substantial

barriers, including start-up capital, patents, licensing of patents from one or more of the

Corporate Defendants and co-conspirators, research facilities to develop a comparable

quality and range of products, securing chemicals used in making Polyurethane Foam,

long-term contracts between the Corporate Defendants and customers and a large

distribution channel.

29. The Corporate Defendants manufactured, distributed, sold, and shipped

Polyurethane Foam and Polyurethane Foam Products in a continuous and uninterrupted

flow of interprovincial and cross-border commerce to customers located in Canada and

the United States.

RELEVANT PRODUCT AND GEOGRAPHIC MARKET

30. Polyurethane Foam is a material that is a product of combining several

chemicals, including polyol, diisocyanate, and water.

31. The density, firmness, resilience, and strength properties of Polyurethane

Foam can be manipulated during the manufacturing process. It can be manufactured in

various forms, including block (e.g., slabs and cylinder-like buns), molded, or liquid for

injection into molds.

32. Polyurethane Foam is a fungible, commodity-like product such that one

Corporate Defendant's product is interchangeable for another.

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33. Polyurethane Foam manufacturing is tracked by Statistics Canada and the

United States Census Bureau with the North America Industry Classification System

("NAICS") number 326150.

34. Polyurethane Foam is used in numerous end-products, including

automotive and transportation industry uses such as in dashboards, headrests and

armrests, and seats; furniture industry uses such as in horne furniture, bedding products

(mattresses) and Carpet Underlay; packing industry uses such as protective shipping

pads and shaped cushioning; and commercial buildings and residential homes uses such

as insulation.

35. Price is the primary factor driving customer choice between different

Polyurethane Foam manufacturers.

36. The bulky nature of Polyurethane Foam results in high transportation

costs relative to the product value. There is little Polyurethane Foam imported into

North American commerce from overseas. However, Polyurethane Foam buns and

slabs, however, are routinely shrunk using air-tight wrapping and shipped between

Canada and the United States.

37. The Corporate Defendants are competitors in the manufacture and sale of

Polyurethane Foam in North America.

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THE SIGNIFICANCE OF THE CURRENT CCB INVESTIGATION AND THE REGULATORY LENIENCY AND IMMUNITY PROGRAMS

38. The Canadian Immunity Program provides that the first party to disclose

to the CCB an offence or breach of the Competition Act not yet detected or to provide

evidence leading to the filing of charges may receive immunity from prosecution from

the Director of Public Prosecutions of Canada as long as the party co-operates with the

CCB.

39. During 2010, Vitafoam and/or Vitafoam Canada applied for and received

from the CCB a "first-in marker" under the Immunity Program for admitting that it was

a member of a conspiracy to fix prices of Polyurethane Foam.

40. The CCB interviewed four (4) to six (6) witnesses in order to obtain

search warrants. These witnesses produced e-mails and some of them wore a wiretap to

record conversations between themselves and the Individual Defendants about the

conspiracy to fix the price of Polyurethane Foam.

41. During 201 0, the Director of Public Prosecutions of Canada granted

immunity to Vitafoam!Vitafoam Canada, including its then current and former

employees.

42. During July and August 2010 and 2011, the CCB carried out raids,

pursuant to search warrants issued by the Superior Court of Justice for Ontario and

Quebec, on the offices of, at least, four Corporate Defendants and the homes of certain

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Individual Defendants. The DOJ also carried out raids on pursuant to search warrants

issued by U.S. federal courts.

THE CARTEL ACTIVITIES

43. The exact dates of the Polyurethane Foam conspiracy are unknown to the

plaintiff, but the CCB investigation is focused on the 1979 to 2010 time-frame and the

DOJ on the 1999 to 201 0 time-frame.

44. The CCB investigation concerns the Corporate Defendants' breach of

section 45(1) of the Competition Act as it relates to the timing of price increases of

Polyurethane Foam and Carpet Underlay.

45. The executive level and sales level employees ofthe Corporate

Defendants, including the Individual Defendants, had a pattern and practice of

communicating about their future price increases for their Polyurethane Foam and

Carpet Underlay.

46. According to VitafoarnNitafoam Canada employees, the members of the

Polyurethane Cartel agreed that coordination between the dates and amount of price

increases for their Polyurethane Foam and Carpet Underlay was necessary in order to

avoid customers switching suppliers.

47.

that:

48.

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In particular, employees of VitafoarnNitafoam Canada advised the CCB

(a) Carpenter, Woodbridge, Valle Foam, Foamex and Vitafoam, had a practice of engaging in discussions for the purposes of coordinating the amount and timing of their respective price increases of Polyurethane Foam;

(b) Schneider and Magee had a practice of calling to advise that Future Foam, Foamex, and Flexible Foam were going to increase prices of Polyurethane Foam prior to the date of the actual price increases;

(c) Brayiannis of Valle Foam and Lajambe of Carpenter Canada had a practice of calling to advise that certain Corporate Defendants were going to increase prices of Polyurethane Foam prior to the date of the actual pnce mcreases;

(d) Brayiannis also asked Vitafoam to increase prices of Polyurethane Foam in lockstep with Valle Foam and other Corporate Defendants; and

(e) Lajambe advised Vitafoam that Carpenter Canada and other Corporate Defendants would be increasing prices of Polyurethane Foam at future dates. He also identified which Corporate Defendant would lead the pnce mcreases.

The Corporate Defendants' price increases of Polyurethane Foam were

consistent with their pattern of communicating with each other about the timing and

amount of the price increases.

49. The plaintiff did not discover and could not discover through the exercise

of reasonable diligence the existence of the alleged price-fixing conspiracy prior to the

August 3, 2010 announcement by Carpenter of investigations of its facilities in the

United States and European Union.

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50. VitafoamNitafoam Canada advised the CCB that during the Class Period

it and the cartel members provided false explanations for their price increases of

Polyurethane Foam and Carpet Underlay, such as the suppliers of the chemicals used to

manufacture Polyurethane Foam and Carpet Underlay were increasing prices and there

were supply shortages.

THE CONSPIRACY AND TORTIOUS INTERFERENCE WITH ECONOMIC INTERESTS

51. During the Class Period, at times and places, some of which are unknown

to the plaintiff, the Defendants illegally conspired and agreed between themselves to fix,

maintain, increase or control the price of Polyurethane Foam.

52. In furtherance of the conspiracy, the following acts were done by

Defendants during the Class Period:

(a) they agreed to, and did, fix, increase, control and maintain prices for Polyurethane Foam at artificially high levels;

(b) they agreed to coordinate increases in the prices for Polyurethane Foam;

(c) they participated in meetings, conversations and communications in Canada, the United States, and elsewhere to discuss the prices of Polyurethane Foam;

(d) they agreed during such meetings, conversations and communications on the amount to charge for Polyurethane Foam;

(e) they engaged in meetings, conversations and communications to monitor and enforce the agreed-upon amounts;

(f) they agreed not to discuss publicly or otherwise reveal the nature and substance of the agreements;

(g)

(h)

(i)

53.

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they used their membership in various trade associations to exchange information about market conditions and the amount to charge for Polyurethane Foam;

they gave false reasons for the price of Polyurethane Foam and for the increases in those amounts during the Class Period by describing such increases as being the result of external costs; and

they concealed the acts and agreements from their customers, the authorities and the public.

The acts particularized above were unlawful because they breached Part

VI of the Competition Act and render the Defendants liable to pay the damages which

resulted pursuant to s. 36 of the Competition Act.

54. Further, or alternatively, the acts particularized above were unlawful acts

directed towards the plaintiff and other Class Members which unlawful acts the

Defendants knew in the circumstances would likely cause injury to the plaintiff and the

other Class Members and the Defendants are liable for the tort of civil conspiracy.

55. Further, or alternatively, the acts particularized above were unlawful acts

intended to cause the plaintiff and others similarly situated economic loss and

constituted tortious interference with economic interests of the plaintiff and the other

Class Members and render the Defendants liable to pay the resulting damages.

THE PLAINTIFF AND THE OTHER CLASS MEMBERS SUFFERED DAMAGES

56. The plaintiff and other Class Members have suffered damages as a result

of the conspiracy and/or the tortious interference with economic relations, which had the

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effect of raising, maintaining, fixing and stabilizing the price of Polyurethane Foam at

non-competitive and artificially high rates.

57. During the Class Period, the plaintiff and other Class Members have

directly or indirectly paid millions of dollars for Polyurethane Foam and Polyurethane

Foam Products. By reason of the alleged violations of the Competition Act and the

common law, the plaintiff and the other Class Members paid more for Polyurethane

Foam and Polyurethane Foam Products than they would have paid in the absence of the

Polyurethane Cartel. As a result, they have been injured and have suffered damages.

58. The plaintiff asserts that some or all of its damages and those of the other

Class Members are capable of being quantified on an aggregate basis as the difference

between the amounts they actually paid for Polyurethane Foam and Polyurethane Foam

Products purchased and the amounts which they would have paid in the absence of the

conspuacy.

PUNITIVE DAMAGES

59. The plaintiff pleads that the conduct of the Defendants was high-handed,

outrageous, reckless, wanton, entirely without care, deliberate, callous, disgraceful,

wilful and motivated solely by economic considerations. Such conduct renders the

Defendants liable to pay punitive damages.

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WAIVER OF TORT AND UNJUST ENRICHMENT

60. The plaintiff reserves the right to elect at the trial of the common issues to

waive the tort of conspiracy and/or tortious interference with economic relations and to

seek restitution and disgorgement in an amount equal to the Overcharges.

61. The Corporate Defendants were unjustly enriched in an amount equal to

the Overcharges because, among other reasons:

62.

(a)

(b)

(c)

(d)

(e)

they gained a benefit in the amount of the Overcharges;

the Class Members suffered a deprivation because they bought Polyurethane Foam and Polyurethane Foam Products at artificially inflated prices;

the Defendants engaged in inappropriate, illegal and unlawful conduct and committed a wrongful act in conspiring to fix the price of Polyurethane Foam to their financial benefit;

the Corporate Defendants cannot profit from their wrongful, illegal and unlawful acts;

there is no juridical reason for the Defendants' benefit and corresponding deprivation suffered by the Class Members.

The plaintiff and the Class Members are entitled to restitution of the

illegally collected Overcharge.

RELEVANT LEGISLATION

63. The plaintiff pleads and relies upon the CJA, CPA and Sections 36,

45(l)(b) and (d) and 46 of the Competition Act and all amendments thereto.

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REAL AND SUBSTANTIAL CONNECTION WITH ONT ARlO

64. The plaintiff pleads that this action has a real and substantial connection

with Ontario because, among other things:

(a) Carpenter Canada, Domfoam, Foamex, Leggett & Platt, Valle Foam, and Woodbridge, have business facilities in Ontario;

(b) certain Individual Defendants reside in Ontario;

(c) the Corporate Defendants sell Polyurethane Foam and Polyurethane Foam Products in Ontario and derive substantial revenue from such sales;

(d) the plaintiff's damages, and those of other Class Members resident in Ontario, were sustained in Ontario; and

(e) certain Corporate Defendants advertise their products in Ontario.

PLACE OF TRIAL

65. The plaintiff proposes that this action be tried in the City of Windsor, in

the Province of Ontario.

SERVICE

66. This originating process may be served without court order outside

Ontario in that the claim is:

(a) in respect of a tort committed in Ontario (Rule 17.02(g));

(b) in respect of damages sustained in Ontario arising from a tort wherever committed (Rule 17.02(h));

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(c) against a person outside Ontario who is a necessary or proper party to a proceeding properly brought against another person served in Ontario (Rule 17.02(o)); and

(d) against a person carrying on business in Ontario (Rule 17.02(p)).

September 15,2010 SUTTS, STROSBERG LLP Lawyers

915190

600 - 251 Goyeau Street Windsor, ON N9A 6V4

HEATHER RUMBLE PETERSON LSUC #24671V

PATRICIA A. SPEIGHT LSUC #26380C

ANDREW MORGANTI LSUC #57895E

Tel: 519.258.9333 Fax: 519.561.6203

Lawyers for the plaintiffs

"HI! NEIGHBOR!" FLOOR COVERING CO. LIMITED v. HICKORY SPRING MANUFACTURING COMPANY, eta!.

Plaintiff Defendants

Court File No. CV-10-15164

ONTARIO SUPERIOR COURT OF JUSTICE

PROCEEDINGS COMMENCED AT LONDON

Proceeding under the Class Proceedings Act, /992

FRESH AS AMENDED STATEMENT OF CLAIM

SUTTS, STROSBERG LLP Lawyers 600 - 251 Goyeau Street Windsor, ON N9A 6V4

HEATHER RUMBLE PETERSON LSUC #: 24671V PATRICIA A. SPEIGHT LSUC #: 26380C ANDREW J. MORGANTI LSUC #: 57895E

Tel: 519.561.6228 Fax: 519.561.6203

LA WYERS FOR THE PLAINTIFF

FILE: 76-189-000