Alex Sokolov

The defendant parent corporation brought a motion to stay or dismiss the plaintiff's action against it on the basis of forum non conveniens.

The plaintiff, a real estate broker, sued the parent corporation and its Canadian subsidiary for breach of contract and oppression under the Canada Business Corporations Act.

The court found that the parent corporation was not a party to the independent contractor agreement and that the plaintiff's only relationship with it was as a shareholder.

Because the shareholding agreements contained an exclusive forum selection clause in favour of Delaware, and the plaintiff failed to show strong cause why it should not be enforced, the court granted the motion and stayed the action against the parent corporation.

The defendants moved under s. 7(1) of the Arbitration Act, 1991 to stay the plaintiff's action on the basis that the dispute was subject to a mandatory arbitration clause in an Independent Contractor Agreement.

The plaintiff opposed the stay, arguing the arbitration agreement was invalid because it required arbitration administered by JAMS, which allegedly created a biased process, was unconscionable, and was incapable of being performed.

The court found that the technical prerequisites for a stay were met and that the plaintiff failed to establish any statutory exceptions, noting the agreement did not restrict the selection of an independent arbitrator.

The motion to stay the action was granted.

The proposed defendant brought a cross-motion to strike paragraphs from an affidavit filed by the plaintiff in support of an unopposed motion to amend its statement of claim.

The moving party argued the paragraphs contained inadmissible hearsay and were scandalous and an abuse of process.

The court dismissed the cross-motion, finding that the statements were not tendered for the truth of their contents but to explain when the plaintiff discovered its claim against the moving party for limitation purposes.

The court also noted that since the amendment motion was unopposed, leaving the affidavit intact would not prejudice the moving party.