Joshua Pavlik Samac

The decision concerns an application by Gordon S. Clarke to assess three accounts rendered by Thomas Mathews Professional Corporation (TMPC) in the context of a retainer for a removal motion.

The court addresses the limitation period for assessment, the existence of special circumstances, the nature and effect of the retainer agreement, and the proper forum for assessment.

The court finds that the accounts should be assessed together, that the retainer was a simple hourly agreement with no cap, and that the Gondosch Parties were not clients of TMPC.

The court orders the accounts to be referred to an assessment officer and stays the related Small Claims Court action.

The plaintiff, Robert Matuk, sought summary judgment against the defendants, James Vannelli and associated corporations, regarding claims stemming from the breakdown of their shareholder relationship in HappyGo Marketing Inc. The court granted partial summary judgment, ruling that Vannelli's effective appropriation of Matuk's shares constituted oppressive conduct under the Canada Business Corporations Act.

The court found Vannelli personally liable to compensate Matuk for the fair market value of his shares as of May 20, 2020.

However, the court dismissed Matuk's claims for breach of contract related to the corporation's dissolution without unanimous consent and alleged non-competition by a new entity.

A trial is required to determine the precise amount of compensation for the oppressive conduct and to adjudicate whether Vannelli breached the non-disclosure covenant regarding intellectual property, and if so, the appropriate remedy for that specific breach.

The Hamilton branch of the Royal Yugoslav Army Combatants’ Association in Canada was embroiled in conflict over its governance and assets.

Following a trial, a judgment set out a process for re-establishing governance, including holding an Annual General Meeting (AGM) and electing a new board.

Rival groups held two separate AGMs.

The motion judge declared the December AGM valid and the November AGM invalid.

The appellant appealed, arguing the motion judge misapprehended evidence regarding compliance with the original judgment.

The Court of Appeal found that the motion judge's finding that the December AGM complied with the September 1 judgment was premised on a misapprehension of evidence.

The appeal was allowed, neither AGM was declared valid, and a new AGM was ordered to be held on June 22, 2024, with all previous memberships annulled.