Court File and Parties

Court of Appeal for Ontario

Date: 20230822 Docket: M54307 (COA-23-CV-0345)

Before: Lauwers, Zarnett and Thorburn JJ.A.

Between:

Sebastiano Foglia and Jacqueline Mason Applicants (Respondent / Moving Party)

And

Grid Link Corp., 1928025 Ontario Ltd., and Jody Bernst Respondents (Appellants/Responding Party)

Counsel: Nathan Wainwright, for the respondent/moving party Eric Zablotny, for the appellants/responding party

Heard and released orally: August 21, 2023

Reasons for Decision

[1] The case management judge was tasked with responding to a request to convert the matter from an application for oppression remedy relief into an action under the Rules of Civil Procedure. He adjourned that motion and instead made a substantive order, ordering Grid Link Corp. et al. to purchase Foglia’s shares, requiring the presentation of expert evidence on the value of Foglia’s shares, and setting procedural steps for the parties to follow: 2023 ONSC 1322. Whether the case management judge correctly exercised his authority in making the order is the subject matter of the appeal, but the only source of authority for the disposition was the Business Corporations Act, R.S.O. 1990, c. B.16, as amended. See Gustafson v. Johnson, 2017 ONCA 581 at para. 10 and Buccilli v. Pillitteri, 2016 ONCA 775 at para. 19. Under s. 255 of that Act, an appeal lies only to the Divisional Court.

[2] The appeal is quashed, with costs to the respondent in the agreed amount of $4,500. The matter is transferred to the Divisional Court under s. 110 of the Courts of Justice Act, R.S.O. 1990, c. C.43, as amended.

“P. Lauwers J.A.”

“B. Zarnett J.A.”

“Thorburn J.A.”