SeeWhy Learning sues Advocis over non-payment of study materials

Those learning materials were for Advocis’ course for the life license qualification program (LLQP), which is required for insurance licensing exams. The course’s list of study resources includes the “full suite of SeeWhy Learning study tools,” Advocis says on its website. 

“Advocis has retained legal counsel, denies the allegations contained in the statement of claim and intends to vigorously defend the claim advanced by SeeWhy Learning,” Douglas Smith, counsel for Advocis and partner with Borden Ladner Gervais LLP in Toronto, said in an emailed statement. “Advocis will not comment further on its dispute with SeeWhy Learning given that the parties are both represented by legal counsel and the matter is now before the courts.” 

“Advocis contracted with SeeWhy Learning to include [SeeWhy’s] training materials into [Advocis’] LLQP program,” Dennis Touesnard, counsel for SeeWhy and partner with Waterous Holden Amey Hitchon LLP in Brantford, Ont., said in an emailed statement. “It is SeeWhy’s position that it is not receiving compensation as outlined in the contract. Despite this, SeeWhy remains committed to fulfilling its obligations under the contract. SeeWhy has initiated legal proceedings and will respect the decision of the courts.” 

According to SeeWhy’s claim, its agreement with Advocis calls for the association to pay SeeWhy “within 30 days of the end of the quarter in which registrations occur.” The disputed invoice is dated Nov. 23, 2023, and due a week later, on Nov. 30. 

In its statement of defence, Advocis takes no issue with the invoice’s due date. Rather, the association says it’s being overcharged, that SeeWhy refused requested meetings to discuss the invoice and that SeeWhy denied a request for records confirming the figures underlying the invoice. 

“Advocis states, and the fact is, that the invoiced amount is based on the total number of candidates enrolled in the program, regardless of whether the candidates actually accessed or used the [materials],” the statement of defence says. “Accordingly, the invoiced amount exceeds the amount actually owed under the invoice.” 

An “implied term” of the agreement was that Advocis would pay fees to SeeWhy only where SeeWhy’s learning materials were accessed by students during the course, according to the statement of defence. (The Advocis website does not state that students may unbundle the course’s various resources.) 

Touesnard said SeeWhy’s position is that “the contract was fairly bargained and that there are no implied terms.” 

Advocis states that SeeWhy overcharged on previous invoices, and Advocis should be entitled to offset any amounts owing with the overcharges. Advocis requested an audit of the records SeeWhy relied on for the invoice and “all invoices rendered by [SeeWhy] to Advocis, but the response provided by [SeeWhy] was incomplete and inadequate,” the statement of defence says. 

“It is SeeWhy’s position that it made every reasonable effort to answer inquiries about its outstanding invoice from Advocis,” Touesnard said in his statement. “However, Advocis has failed to pay the invoice and [as] a result the matter is before the courts.” 

Advocis asks in its statement of defence that the action be dismissed with costs. 

The SeeWhy claim was filed three weeks after a much larger lawsuit against Advocis. 

Greg Pollock, who was ousted as president and CEO of Advocis in September, is suing his former employer for wrongful termination and filed the claim in early December. As reported by Investment Executive, Pollock’s claim is for $2.5 million.  

Advocis denies any wrongdoing and intends to vigorously defend the allegations advanced by Pollock, the association’s lawyer said in a statement. 

Even before these claims, Advocis faced financial challenges. In summer 2023, the association reported its largest net loss in recent years. As reported by Investment Executive in August, expenses exceeded revenues by $2.5 million for the 2022 fiscal year. 

The negative performance result for Advocis in 2022 came as the association grappled with falling membership, updated its education programs, invested in infrastructure and dealt with pandemic-related fallout. 

“The financial results of 2022 have put a strain on the financial resources and liquidity of [the association],” notes to the financial statements said. 

The statements said that, since year-end 2022, Advocis had raised cash by increasing its line of credit to $500,000, arranging a loan of $610,000 against the cash surrender value of life insurance policies held, and establishing a $1.7-million line of credit from its Century Initiative Fund (funded with premium membership fees), from which it also received support. 

The Century Initiative’s balance was $5.5 million at the end of last year, and the fund has contributed $1.5 million to various Advocis initiatives over the past five years, the annual report said. 

Advocis’ financials said the association was in the process of completing a “restructuring plan” to “reduce operating expenses and provide a sound financial base for the organization.”