DATE: 20060509 DOCKET: C43316

COURT OF APPEAL FOR ONTARIO

RE:

MICHAEL CRUPI (Plaintiff/Appellant) – and – RETURN ON INNOVATION FUND INC., and BROOKLIN CONCRETE PRODUCTS INC. (Defendants/Respondents)

BEFORE:

MACPHERSON, SHARPE and ROULEAU JJ.A.

COUNSEL:

Melvyn L. Solmon

for the appellant

William J. Burden and John N. Birch

for the respondent

HEARD & ENDORSED:

May 8, 2006

On appeal from the decision of Justice Ground of the Superior Court of Justice dated March 29, 2006.

APPEAL BOOK ENDORSEMENT

[1] We are not persuaded that the trial judge erred in his characterization of the letter of agreement with respect to the shares at issue. In our view, in light of both the language of the agreement itself and the circumstances surrounding the transaction, the trial judge was entitled on the record to conclude that this was an absolute and unconditional sale and transfer of shares and not an arrangement that created a security interest so as to invoke the protective provisions of the Personal Property Security Act.

[2] Accordingly, the appeal is dismissed. Costs to the respondent fixed at $20,000 inclusive of disbursements and GST.