DOB: Cambridge Mercantile Corp. (U.S.A.), Settlement Agreement

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IN THE MATTER OF:

CAMBRIDGE MERCANTILE
CORP. (U.S.A)

    ("Cambridge")

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SETTLEMENT AGREEMENT        

WHEREAS, the Banking Commissioner (“Commissioner”) is charged with the administration of Part V of Chapter 668, Sections 36a-595 to 36a-610, inclusive, of the Connecticut General Statutes, “Money Transmission Act”;
 
WHEREAS, the Commissioner, through the Consumer Credit Division of the Department of Banking (“Division”), conducted an investigation pursuant to Section 36a-608 of the 2008 Supplement to the General Statutes into the activities of Cambridge to determine if it had violated, was violating or was about to violate the provisions of the Money Transmission Act;
 
WHEREAS, as a result of the investigation, the Commissioner alleges that during the period from February 2007 through November 2007, in violation of Section 36a-597 of the Connecticut General Statutes, Cambridge engaged in the business of money transmission without obtaining the required license from the Commissioner;
 
WHEREAS, the Commissioner believes that such allegations would support the initiation of enforcement proceedings against Cambridge to impose a civil penalty of up to one hundred thousand dollars ($100,000) per violation on Cambridge pursuant to Sections 36a-608(c) and 36a-50(a) of the Connecticut General Statutes;
 
WHEREAS, on January 8, 2008, Cambridge filed an application with the Commissioner to obtain licenses to engage in the business of money transmission and to engage in the business of issuing Connecticut payment instruments;
 
WHEREAS, Section 4-177(c) of the Connecticut General Statutes and Section 36a-1-55(a) of the Regulations of Connecticut State Agencies provide that a contested case may be resolved by agreed settlement, unless precluded by law;
 
WHEREAS, both the Commissioner and Cambridge acknowledge the possible consequences of formal administrative proceedings;
 
WHEREAS, Cambridge agrees to voluntarily enter into this Settlement Agreement without admitting or denying any allegations set forth herein, and solely for the purposes of obviating the need for formal administrative proceedings concerning the allegations described above;
 
AND WHEREAS, Cambridge, through its execution of this Settlement Agreement, voluntarily agrees to waive any rights to a hearing upon the allegations contained in this Settlement Agreement, and waives the right to seek judicial review or otherwise challenge or contest the validity of this Settlement Agreement;
 
NOW THEREFORE, the Commissioner and Cambridge enter into this Settlement Agreement as follows:

1. No later than the date this Settlement Agreement is executed by Cambridge, Cambridge shall remit to the Department of Banking, by cashier’s check, certified check or money order made payable to “Treasurer, State of Connecticut”, the sum of Five Thousand Dollars ($5,000) as a civil penalty;
2. Cambridge shall not engage in the business of issuing Connecticut payment instruments or engage in the business of money transmission in Connecticut within the meaning of Section 36a-597(a) of the Connecticut General Statutes without first obtaining the required license from the Commissioner;
3. Nothing in the entry of this Settlement Agreement shall adversely affect the ability of Cambridge to apply for or obtain an original license or renewal licenses under the Money Transmission Act;
4. Upon entry of this Settlement Agreement, this matter will be resolved, and the Commissioner will not take any future enforcement action against Cambridge based upon the allegations contained herein; provided that entry of this Settlement Agreement is without prejudice to the right of the Commissioner to take enforcement action against Cambridge based on the allegations contained herein if any representations made by Cambridge in this Settlement Agreement are subsequently discovered to be untrue or if Cambridge is not fully complying with any term or condition stated herein;
5. Notwithstanding paragraph 4 herein, execution of this Settlement Agreement is without prejudice to the right of the Commissioner to take enforcement action against Cambridge to enforce this Settlement Agreement if the Commissioner determines that Cambridge is not fully complying with any term or condition stated herein.  For purposes of this paragraph, a violation of this Settlement Agreement shall be deemed to be a violation of an order of the Commissioner.

IN WITNESS WHEREOF, the parties hereto have caused this Settlement Agreement to be executed by each of them or their duly authorized representatives on the dates hereinafter subscribed.


Dated at Hartford, Connecticut
this 27th day of February 2009.            ________/s/_________
                                                     Howard F. Pitkin
                                                     Banking Commissioner



I, Bernard Heitner, state on behalf of Cambridge Mercantile Corp. (U.S.A.), that I have read the foregoing Settlement Agreement; that I know and fully understand its contents; that I am authorized to execute this Settlement Agreement on behalf of Cambridge Mercantile Corp. (U.S.A.); that Cambridge Mercantile Corp. (U.S.A.) LLC agrees freely and without threat or coercion of any kind to comply with the terms and conditions stated herein; and that Cambridge Mercantile Corp. (U.S.A.) voluntarily agrees to enter into this Settlement Agreement, expressly waiving any right to a hearing on the matters described herein.                                        

                                            By:  ________/s/_________
                                                   Name:  Bernard Heitner
                                                   Title:  CEO, Secretary, Treasurer, Director
                                                   Cambridge Mercantile Corp. (U.S.A.)


Province of Ontario, Canada

City of Toronto


On this the 23rd day of February, 2009, before me, Kenneth H. Saul, Notary Public, the undersigned officer, personally appeared Bernard Heitner who acknowledged himself to be the CEO, Secretary, Treasurer & Director of Cambridge Mercantile Corp. (U.S.A.), a corporation, and that he, as such CEO, Secretary, Treasurer & Director, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the limited liability company by himself as CEO, Secretary, Treasurer & Director.

In witness whereof I hereunto set my hand.


                                         ________/s/_________
                                         Notary Public
                                         Date Commission Expires:  Ex Officio


Administrative Orders and Settlements