CITATION: The Piazza Family Trust v. Veillette, 2011 ONSC 2820
COURT FILE NOS: 10-DV-1681 and 10-49304
DATE: 2011/05/09
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
IN THE MATTER OF AN APPEAL UNDER s. 45(1) of the Arbitration Act 1991, c. 17 as amended, and an APPLICATION FOR REVIEW UNDER s. 46(1) Arbitration Act 1991, and Section 2 of the Judicial Review Procedure Act, 1990, c.J-1 as amended
BETWEEN:
THE PIAZZA FAMILY TRUST and JOHN PIAZZA
Applicants/Appellants
NORTH AMERICAN REALTY INC. and GIUSEPPE REITANO
Applicants
– and –
ROBERT VEILLETTE and ANTHONY DISIPIO HOLDINGS INC. and MICHELE ZAGARIA IN TRUST and SAVINO ZAGARIA IN TRUST and GIANFRAN HOLDINGS INC.
Respondents/Claimants
Kenneth Radnoff Q.C./David Dwoskin, for the Applicants/Appellants The Piazza Family Trust and John Piazza
Eric R. Williams for the Applicants North American Realty Inc. and Giuseppe Reitano
Keith A. MacLaren/Owen D. Bourns, for the Respondents/Claimants
HEARD: February 10, 2011
REASONS FOR JUDGMENT
R. sMITH J.
Overview
[1] This appeal and application to set aside an arbitrator’s decision raises the following issues:
(a) whether an agreement to arbitrate can be inferred where a party successfully obtains an order from the Superior Court referring the matter to be determined by arbitration;
(b) whether failing to object to at the beginning of the arbitration proceeding constitutes a waiver of any preliminary requirements for arbitration;
(c) whether judicial review is available of an arbitrator’s decision made pursuant to a private commercial agreement; and
(d) is there a right to appeal of an arbitration decision under section 45 of the Arbitration Act where the agreement states that his decision is final and binding and not to be appealed?
[2] Arbitrator James Chadwick, Q.C. found John Piazza and Giuseppe Reitano personally liable for having committed the tort of deceit with respect to a real estate venture located at 309 Cooper Street in the City of Ottawa. He ordered them to pay damages of $527,739.12 and $530,083.37 respectively, together with the Piazza Family Trust and North American Realty Inc. to the claimants.
[3] North American Realty Inc. and Reitano have appealed and brought an application to set aside the decision of Arbitrator James Chadwick, Q.C. under section 46 of the Arbitration Act, S.O. 1991, c. 17. Reitano alleges that the arbitrator lacked jurisdiction to make an order against him personally because he never agreed to arbitrate the issues in dispute. Reitano also submits that the arbitrator made several errors of law in finding Reitano personally responsible for damages for committing the tort of deceit when he alleges he did not make any misrepresentations to the claimants, in piercing the corporate veil of his companies, in his calculation of damages and in awarding costs against him for the arbitration proceeding.
[4] The Piazza Family Trust and John Piazza have also brought an application to set aside the arbitrator’s decision under section 46 of the Arbitration Act on the grounds that he dealt with a dispute beyond the scope of the agreement to arbitrate by including John Piazza personally as a party to the arbitration. Piazza also, seeks leave to appeal and appeals the arbitrator’s decision under section 45 of the Arbitration Act on the grounds that the arbitrator made several errors of findings of fact which he submits amount to an error of law.
[5] In addition, Piazza seeks judicial review of the arbitration decision under section 2 of the Judicial Review Procedure Act, R.S.O. 1990 c. J.1 on the grounds that the arbitrator made errors of law by making findings of fact without evidence to support his findings.
[6] The respondents submit that the arbitrator did not exceed his jurisdiction because there was evidence that Giuseppe Reitano and John Piazza agreed to have the personal claims made against them for deceit; fraudulent misrepresentation and breach of fiduciary duty determined by arbitration before Chadwick. In fact, they both brought a motion before the Superior Court to have the above claims, made in the action commenced against them personally in Superior Court, referred to arbitration before arbitrator Chadwick. They were successful on their motion before Ray J. and the respondents submit it would be an abuse of process to allow Piazza and Reitano to now argue that the arbitrator lacked jurisdiction.
[7] The respondents also submit that judicial review of an arbitrator’s decision made pursuant to a commercial agreement between private parties is not available. Commercial arbitral awards may only be appealed under section 45 or reviewed under section 46 of the Arbitration Act.
[8] The respondents further deny that applicants have a right to appeal on a question of law, or that they should obtain leave to appeal, because both the Co‑Tenancy Agreement and the Mediation/Arbitration Agreement (“Med/Arb agreement”) circulated by arbitrator Chadwick stated that the decision of the Arbitrator was final and binding, with no right of appeal.
[9] The respondents submit that the errors of fact alleged to have been made by Chadwick in his findings, are not questions of law upon which leave to appeal should be granted under section 45 of the Arbitration Act or for which the arbitrator’s award should be set aside under section 46 of the Arbitration Act.
Issues
[10] The following issues must be decided:
(1) Was there an agreement between Piazza and Reitano and the claimants to have the claims made against them personally determined by arbitration?
(2) Have Piazza and Reitano waived their right to contest the jurisdiction of the arbitrator by failing to object at the beginning of the arbitration proceeding?
(3) Is the remedy of judicial review available of an arbitrator’s decision made pursuant to a commercial agreement between private parties?
(4) Is there a right of appeal under section 45(1) of the Arbitration Act where the arbitration agreement states that the decision is final and binding and is not to be appealed?
(5) Did the arbitrator make errors in law in finding Piazza and Reitano personally liable for damages, so that the award should be set aside under section 46 of the Arbitration Act?
(6) Did the arbitrator have jurisdiction to award costs against the applicants?
Background Facts and Findings
[11] John Piazza is a solicitor practising law in Ottawa since 1973. He first met the respondent Robert Veillette hereinafter referred to as “Veillette” on or about 1992 and began to act for Veillette’s corporation, David Ingram & Associates Ltd., and later Gro‑Net Financial Tax and Pension Plans Ltd. respecting the purchase and rental of condominiums.
[12] After 2002, Veillette retained a different firm to assume carriage of his corporation’s legal matters and Veillette and Piazza maintained a social relationship and Piazza invested monies with Veillette in real estate ventures.
[13] John Piazza was the trustee for the Piazza Family Trust, which was a shareholder of the 309 Cooper Street property.
[14] The applicant Giuseppe Reitano, hereto and after referred to as “Reitano” is an individual who was a sole shareholder of North American Realty Inc.
[15] The applicant North American Realty Inc. is an Ontario corporation that at all material times was a shareholder in 309 Cooper Street in Ottawa, Ontario and party to the management agreement for this property.
Purchase of 309 Cooper Street in Ottawa
[16] The respondents Robert Veillette and Anthony Disipio Holdings Inc., Zagaria Holdings Inc., Michele Zagaria in Trust, Savino Zagaria in Trust and Gianfran Holdings Inc. were a group of investors in the property known as 309 Cooper Street who are referred to as “the claimants” in the arbitration proceeding held before arbitrator retired Justice Chadwick (“Chadwick”).
[17] 309 Cooper Street is a four storey office building located in downtown Ottawa consisting of approximately five thousand square feet per floor.
[18] In February 1999, Piazza was advised by Veillette of an offer to purchase premises known municipally as 309 Cooper Street for $650,000. Piazza advised Veillette he did not have the funds to purchase the building but would see if other individuals with whom he dealt with in the past might be interested.
[19] Veillette executed the offer to purchase on behalf of 309 Cooper Street Inc., a corporation used to purchase the property.
[20] Veillette offered to sell 50 per cent of the 309 Cooper Street property by selling shares to the group of investors assembled by Piazza. The interests of the parties in the 309 Cooper Street property were as follows:
Robert Veillette
50%
$304,151.11
The Piazza Family Trust
5%
$ 30,415.11
The Brooks Family Trust
5%
$ 30,415.11
North American Realty Inc.
5%
$ 30,415.11
Gianfran Holdings Inc.
7.5%
$ 45,622.66
Anthony Disipio Holdings Inc.
7.5%
$ 45,622.66
Zagaria Holdings Inc.
5%
$ 30,415.11
Luciano Geravasi
5%
$ 30,415.11
Antonio Zagaria in trust
3.34%
$ 20,317.29
Savino Zagaria in trust
3.33%
$ 20,256.46
Michelle Zagaria in trust
3.33%
$ 20,256.46
TOTAL
$608,302.19
[21] Prior to closing, the purchasers became aware of a potential environmental issue and were provided with an environmental report. The report disclosed that in May of 1996 a leak occurred from an underground fuel tank on the property but that the underground storage tank was abandoned in place with the approval of the Ministry of the Environment.
[22] Veillette was the signing officer for 309 Cooper Street Inc. A bank account was set up for the corporation. Some of the co‑tenants became unhappy with the initial management of the building and Veillette appointed Reitano to manage the building through Reitano’s company, North American Realty Inc.
[23] On December 1, 2002, as a result of the downsizing in Piazza’s law firm, his partner Rick Brooks and Piazza decided to move their firm to 309 Cooper Street. A lease was signed. The lease for the Piazza Brooks firm was prepared by the firm of Merovitz Potechin.
[24] Piazza acted for 309 Cooper Street Inc. regarding tenancy issues in the building, including the preparation of leases for new tenants. There were numerous complaints from other tenants regarding the heating and cooling system, as well as the quality of windows and condensation.
[25] The parties entered into a co‑tenancy agreement dated March 1, 1999 which had been prepared by Mr. Potechin who had also incorporated 309 Cooper Street Inc., which was used to purchase the property.
[26] Clause 11.09 of the co‑tenancy agreement stated that any disputes related to the co‑tenancy agreement would be resolved by Arbitration and reads as follows:
Arbitration
Unless otherwise provided for in this Agreement, any disagreement relating to this Agreement may be referred by a party to arbitration. The arbitration shall be conducted by a single arbitrator if the parties can agree upon one, failing which, a party may apply to a competent court of jurisdiction in Ontario for the appointment of an arbitrator and the Judge hearing such application may act as the arbitrator if he or she so desires. The arbitration shall proceed in accordance with the provisions of The Arbitration Act (Ontario), except that any limitation on the remuneration of arbitrators imposed by such legislation shall not apply to the arbitration. The decision arrived at by the arbitrator shall be final and binding upon the parties and shall not be appealed. The costs of the arbitration, including the remuneration of the arbitrator, shall be paid equally by the parties. The provisions of this Section shall be deemed to be a submission to arbitration within the provisions of The Arbitration Act (Ontario). [emphasis added]
HVAC and window problems
[27] A building condition study was conducted by R.J. McKee Engineering. The study proposed various scenarios to remedy the HVAC system problems. All scenarios for mechanical work exceeded $500,000. A recommendation was also made to conduct further electrical work at a cost of an additional $200,000.
[28] A notice was then sent to all of the co‑tenants requesting their attendance at a meeting on September 25, 2003 at which meeting representatives of McKee Engineering were also present. The engineers reviewed the recommendations and options outlined in their report with the co‑tenants.
[29] A further meeting took place between the co‑tenants on September 30, 2003. Although Veillette did not attend the meeting, he instructed Piazza to advise the other co‑tenants that Veillette was voting his 50 per cent interest in favour of completing all of the work recommended by the engineers and that he would buyout the interest of any co‑tenant, who did not want to proceed with the work, for the amount of their original investment. Veillette instructed his lawyers to send letters to all co‑tenants offering to buyout their interest in the amount of their original investment with a proposed closing on April 30, 2004. Ultimately, all of the other minority investors agreed to sell their interest for the amount they had originally invested, except for Piazza, Reitano and Brooks.
[30] On November 27, 2003, another quote was obtained from Oakes & Associates to complete the required work on the building for a more reasonable amount of $195,000 plus GST. On November 28, 2003, Piazza wrote Veillette’s lawyer advising him that the Piazza Family Trust, Brooks Family Trust and North American Realty would retain their 5 per cent interest. Piazza, Reitano and Brooks agreed to purchase the remaining 35 per cent interest in the property from the other minority investors.
[31] Piazza then wrote to the Bank of Montréal to obtain a new mortgage on the property in the amount of 1.1 million dollars with guarantees provided by Piazza, Veillette, Brooks and Reitano. The mortgage funds were used to repay all of the original co‑tenant investors with $665,000 and the balance of $435,000 was used to pay for the work to be performed on the premises (this included repaying the Piazza Family Trust and North American Realty’s initial investment).
[32] On May 3, 2005, an offer to purchase the property for 2.2 million dollars was received. On closing, the mortgage was repaid along with expenses of the sale. The sum of $848,526.43 was received in trust by the Piazza firm of which $137,000 was paid out for outstanding repair bills for the premises over and above the original Bank of Montréal funding.
Litigation in Action Number 07-CV-39355
[33] On September 20, 2007, the claimants issued a statement of claim in the Superior Court against John Piazza, Rick Brooks and Giuseppe Reitano personally, claiming damages of one million dollars for deceit, fraudulent misrepresentation and breach of fiduciary duty with regard to their actions related to 309 Cooper Street.
[34] On November 7, 2007, Piazza, Reitano and Brooks, the defendants in action number 07‑CV-39355 successfully brought a motion seeking and obtained an order referring the claims made against them personally relating to 309 Cooper Street to arbitration before the Honourable James B. Chadwick.
[35] On February 5, 2008, Ray J. ordered that the action against the Piazza, Reitano and Brooks personally be referred to arbitration in accordance with the agreement to arbitrate disputes as set out in the co‑tenancy agreement. This order is still in force as neither party appealed the decision.
The Arbitration
[36] John Piazza, Giuseppe Reitano and Rick Brooks were not parties to the co‑tenancy agreement personally, but were the individuals representing the interests of the Piazza Family Trust, the Brooks Family Trust and North American Realty Inc. respectively, who were parties to the co‑tenancy agreement. The claimants opposed Piazza and Reitano’s motion to have all of the issues, including the issue of Piazza and Reitano’s personal liability, referred to arbitration because they had not signed the co‑tenancy agreement, which contained the agreement to arbitrate.
[37] On the motion, John Piazza and Giuseppe Reitano argued that the claims made against them personally including those for deceit and fraudulent misrepresentation, must be referred to arbitration even though they had not signed the co‑tenancy agreement in their personal capacities because the disputes between the parties were in relation to the property at 309 Cooper Street.
[38] Notwithstanding that the claimants opposed Piazza and Reitano’s motion to have the claims made in the statement of claim determined by arbitration, Piazza and Reitano were successful and the matters were referred to arbitration by Ray J. who stated: “I find the causes of action described in the statement of claim (except paragraphs 46-63) to be within the scope of the arbitration clause language which is very broad.”
[39] The defendants Piazza and Reitano also gave notice of intention to arbitrate triggering the jurisdiction in section 7.(1) of the Arbitration Act and nominated the Honourable James B. Chadwick as the proposed arbitrator.
Pleadings in the Arbitration Proceeding
[40] The arbitrator ordered the parties to exchange pleadings setting out all issues to be argued and summarizing the material facts to be relied on by each party.
[41] The claimants delivered a statement of claim in the arbitration proceeding claiming against the respondents (which included John Piazza and Giuseppe Reitano personally) jointly and severally for damages for deceit, fraudulent misrepresentation and breach of fiduciary duty in an amount to be determined after accounting, presently estimated to be in the amount of one million dollars.
[42] The claimants made claims specifically against Reitano and Piazza personally and sought the following relief:
(a) an Order requiring them to account for all renovation costs and expenses improperly charged by them to the real estate project at 309 Cooper Street, Ottawa;
(b) an Order requiring them to account for costs and charges made by them to 309 Cooper Street, Ottawa, which costs and expenses should properly have been charged to other properties owned by them;
(c) an Order, following the aforementioned accountings, requiring them to disgorge and repay to the Plaintiffs the full amount of any secret fees, profits or monies paid to them in connection with the property at 309 Cooper Street, Ottawa; and
(d) an Order requiring John Piazza and Rick Brooks to provide full details and particulars of their law firm Lease at 309 Cooper Street, Ottawa.
[43] John Piazza did not file a revised statement of defence but chose to rely on a statement of issues which he had served on the parties as his defence. The statement of issues was delivered on behalf of both John Piazza and the Piazza Family Trust. Giuseppe Reitano also did not file a revised statement of defence but relied on his statement of issues.
[44] Piazza and Reitano never objected to the jurisdiction of the arbitrator to make an award against them personally either in their pleadings, before, during or at the conclusion of the arbitration proceeding.
[45] In their written submissions to the arbitrator following completion of the arbitration hearing, the claimants made it clear they were seeking damages from John Piazza and Giuseppe Reitano personally. Neither Piazza nor Reitano made any responding submissions to the arbitrator stating that an award against them personally was outside of the arbitrator’s jurisdiction.
Mediation and Arbitration
[46] Following the exchange of pleadings, all the parties in the arbitration proceeding proceeded with mediation conducted by Chadwick.
[47] Before the mediation commenced, Chadwick delivered a mediation/arbitration agreement, the “Med/Arb agreement” to all of the parties outlining the terms under which he would conduct both the mediation and the arbitration. The agreement was circulated to all counsel for their review prior to the mediation and the arbitration hearing.
[48] The parties never signed the Med/Arb agreement, however, all parties, including Piazza and Reitano proceeded with the mediation before Chadwick, attended and completed discoveries and then proceeded with the arbitration hearing before Chadwick.
[49] The relevant terms of arbitrator Chadwick’s Med/Arb agreement are as follows:
The Contracting Parties submit all of the issues in dispute to a two‑step dispute resolution process. This process will begin with mediation followed, if necessary, by binding arbitration by the Mediator/Arbitrator, acting as an arbitrator pursuant to the provisions of the Arbitrations Act, 1991.
The Contracting Parties agreed to the appointment of the Honourable James B. Chadwick Q.C. as Mediator/Arbitrator for this purpose.
The Contracting Parties will conduct interest based mediation in good faith with a view to resolving all of the issues.
Everything said or done in the mediation is confidential, without prejudice and may not be used, referred to or relied upon in any other proceedings whatsoever.
If the Contracting Parties do not reach an agreement at the conclusion of the mediation, an arbitration will take place immediately after the mediation or a date to be fixed by the arbitrator. For these purposes, the Honourable James B. Chadwick Q.C. is appointed Arbitrator.
The decision of the Arbitrator is final and binding, with no right of appeal.
[50] No one objected to the terms of the mediation/arbitration agreement and all parties participated fully with both the mediation and the arbitration proceeding before Chadwick, in accordance with the Med/Arb agreement.
[51] In the arbitration proceeding, the written submissions by the claimants clearly state that they were seeking damages against John Piazza personally and Giuseppe Reitano personally as well as damages against their trust and corporations respectively. The claimants made allegations against both Piazza and Reitano personally namely that they committed independent torts of fraudulent misrepresentation and deceit.
[52] In his submissions to the arbitrator, Piazza did not argue that the costs should be determined in accordance with the co‑tenancy agreement, but rather argued that the costs of the arbitrator and the legal costs incurred by the parties were entirely in arbitrator Chadwick’s discretion. Piazza sought reimbursement of his entire legal costs from the claimants. I agree with the claimants’ submission that this is strong evidence that John Piazza had agreed to the terms of the Med/Arb agreement as circulated by Chadwick.
[53] A summary of the arbitrator’s relevant findings are as follows:
(a) John Piazza and Joe Reitano were the owners of a property at 66 Waverley/44 Robert Street. They were carrying out renovations to this property to convert it into six apartment units. The arbitrator found that $48,615.84 was paid to Wolverine Electric from the account of 309 Cooper Inc. for work done on the Waverley Street property;
(b) The arbitrator found that Arnone Paving gave a kickback to Penta Construction, a company owned by Joe Reitano in the amount of $31,565.00. In addition, an invoice from Preston Hardware incurred by Reitano $2,344.25 was charged improperly to 309 Cooper Inc.;
(c) Penta Construction was a company controlled and owned by Joe Reitano. Unfortunately, all of the books and records of the company had mysteriously disappeared. Penta Construction billed 309 Cooper Street for $385,289.48 for renovation work. The arbitrator found that Penta did work on the building however, was not satisfied that they did the amount of work claimed. The arbitrator found that there was not any acceptable evidence by Joe Reitano and concluded that the invoices were inflated. The arbitrator deducted 25 per cent or $96,322.37 from the amount and found that the invoices had been inflated by this amount.
(d) The arbitrator found that John Piazza was not acting as a solicitor for any of the claimants and nor was he in a fiduciary relationship with them. He also found that Joe Reitano did not owe a fiduciary duty in his capacity as building manager to the investors.
(e) The arbitrator found that John Piazza made misrepresentations to the claimants when he advised them that the costs of repairs to the property would be in excess of one million dollars and that a cash call would be made to finance the repairs.
(f) The arbitrator also found that Piazza made misrepresentations to the claimants by advising them that the environmental contamination on the property may result in a lawsuit when he was aware that the oil tank, buried in the back and filled with concrete, was not an environmental hazard. Piazza also told the claimants that he, along with Rick Brooks and Joe Reitano were also selling their shares. The claimants were not aware that Piazza, Reitano and Brooks had remained as investors in the property.
(g) At the time the claimants were repaid their initial investment in April of 2004, they were not aware that a new mortgage had been placed on the property in the amount of 1.1 million dollars or that there had been an appraisal showing the building had a value of 2.2 million dollars, or that a positive environmental assessment report had been received.
(h) The arbitrator found that Reitano’s misrepresentations related to his duties as building manager as the claimants, other than John Piazza, were not aware he was receiving a 10 per cent supervision fee, which was contained in the building management contract. No one other than John Piazza and Joe Reitano were aware that a numbered company had been incorporated to split the management fee between John Piazza and Joe Reitano personally.
(i) The arbitrator was also satisfied on all the evidence that the invoices submitted by Penta Construction Ltd. and charged to 309 Cooper, the company controlled by Joe Reitano were inflated and there were items charged to 309 Cooper which were charged improperly. The arbitrator also found that the numbered company incorporated by Piazza and Reitano was a shell company for the purpose of concealing income and as a result, he held Joe Reitano personally responsible for the damages.
Damages Awarded by the Arbitrator
[54] The arbitrator awarded damages against John Piazza, the Piazza Family Trust, Giuseppe Reitano and North American Realty Inc. of $114,801.61 for repayment of the 10 per cent of supervision and management fee split between Piazza and Reitano, $48,614.84 as the amount improperly charged to 309 Cooper Street for repayment of the Wolverine Electric invoice for work performed on another property owned by Piazza and Reitano, $31,565 for repayment of the paving kickback received by Reitano’s company Penta Construction, $98,000.00 which was 25 per cent of the Penta Construction inflated invoices submitted for work on 309 Cooper, as well as a further sum of $2,344.25 as a further award against Giuseppe Reitano for materials purchased from Preston Hardware improperly charged to 309 Cooper Street.
[55] The arbitrator also awarded the claimants’ prejudgment interest in accordance with the Courts of Justice Act and their costs, including the arbitration fees.
[56] In addition, the arbitrator awarded damages to the claimants in the amount of $234,756.77 for the minority investors share of the profits which they would have received from the sale of 309 Cooper Street. The amount awarded represents 35 per cent interest in the property which was held by all the minority investors. However, not all of the minority investors made a claim for damages. The claimants represent only a 21.66 per cent interest in the property.
Issue #1 Was there an agreement between Piazza and Reitano and the claimants to have the claims made against them personally determined by arbitration?
[57] Both Piazza and Reitano submit that the arbitrator exceeded his jurisdiction by making an award of damages against Piazza and Reitano even though they had not personally signed the co‑tenancy agreement, which they submit gave the arbitrator his jurisdiction to conduct the arbitration.
[58] The claimants disagree and submit that the arbitrator had jurisdiction to make an award against Piazza and Reitano personally because they agreed to have the claims made against them personally determined by arbitration, as evidenced by their conduct. The claimants submit that the fact that Piazza and Reitano obtained an order from the Superior Court directing that the claims made against them for deceit, fraudulent misrepresentation and breach of fiduciary duty be referred to arbitration, is strong evidence of their agreement to arbitrate. I agree.
[59] In addition, the claimants also submit that Piazza and Reitano agreed to conduct the arbitration in accordance with the Med/Arb agreement. Piazza and Reitano received a copy of the Med/Arb agreement that was sent by Chadwick to all of the parties to the arbitration proceeding. The Med/Arb agreement set out the terms under which the mediation and arbitration would proceed. Neither Piazza nor Reitano objected to the arbitrator’s jurisdiction prior to the beginning of the mediation or the arbitration hearing. They participated fully in the arbitration hearing, having received clear notice in the statement of claim that the claimants were claiming against them personally for fraudulent misrepresentation, deceit, and breach of fiduciary in the arbitration proceeding.
Analysis
[60] An arbitrator must be correct on matters involving his/her jurisdiction to conduct the proceeding. In Smyth v. Perth and Smith Falls District Hospital, 2008 ONCA 794, 2008 O.J. No. 4752 (C.A.), at paragraphs 13-18, the Court of Appeal quoted from Dunsmuir v. New Brunswick, 2008 SCC 9, [2008] 1 S.C.R. 190 with regards to two standards of review, one correctness and reasonableness. Bastarache and Labelle JJ.’s stated as follows at paragraph 59:
Administrative bodies must also be correct in their determinations of true questions of jurisdiction or vires. […] “Jurisdiction” is intended in the narrow sense of whether or not the tribunal had the authority to make the inquiry.
[61] While the Dunsmuir, supra, decision related to the statutory grant of power and involved judicial review, the Court of Appeal in the Smyth, supra, decision applied a similar standard and stated at paragraph 17: “By parity of reasoning, an arbitrator must address the issues, and only the issues, referred to him in the arbitration agreement. […] Accordingly, the application judge's review of the arbitrator's decision on this issue on a correctness standard was appropriate.”
[62] I agree with the above statements and find that by parity of reasoning a correctness standard applies to the arbitrator’s decision in assuming jurisdiction in the case before me.
[63] In Dominion of Canada General Insurance Company Co. v. Certas Direct Insurance Co., [2009] O.J. No. 2971 (S.C.J.) at paragraphs 21-23, the court held that an arbitrator had no inherent jurisdiction but was expressly confined within the four corners of the instrument that created his jurisdiction, in this case, the arbitration agreement.
[64] Section 1 of the Arbitration Act, R.S.O. 1991 c. 17 defines an arbitration agreement as follows: “… an agreement by which two or more persons agree to submit to arbitration a dispute that has arisen or may arise between them;”
[65] It is a basic statement of contract law that non parties to an agreement or contract cannot be subject to its terms and that to acquire rights and be subject to liabilities under a contract, one be must be a party to it. I agree with the applicants’ submission that non‑parties to an arbitration agreement cannot be bound its terms unless they have agreed to have its terms apply to them.
[66] Section 5.(1) of the Arbitration Act, supra, states that “An arbitration agreement may be an independent agreement or part of another agreement.” Subsection 5.(2) reads as follows: “If the parties to an arbitration agreement make a further agreement in connection with the arbitration, it shall be deemed to form part of the arbitration agreement”. Subsection 5(3) reads as follows: “An arbitration agreement need not be in writing.” and the heading specifically refers to oral agreements.
[67] Based on the evidence before me, I find that the parties made the following agreements to arbitrate:
(1) Firstly, there was the arbitration agreement as set out in the co‑tenancy agreement between all of the parties owning an interest in 309 Cooper Inc. This agreement to arbitrate did not include Piazza and Reitano in their personal capacity.
(2) Secondly, I infer that there was an agreement between Piazza, the Piazza Family Trust, North American Realty Inc. and Reitano personally and the claimants to have the claims made against them , including the personal claims for fraudulent misrepresentation, deceit and breach of fiduciary duty as alleged in the claimants’ statement of claim in the Superior Court, in accordance with the arbitration clause in the co‑tenancy agreement and as further agreed in the Med/Arb agreement for the following reasons:
(a) Reitano and Piazza brought a motion in the Superior Court action commenced by the claimants, and asked the Court to make an order referring the claims against them personally to be determined by arbitration. The claims against them personally were related to their actions in regard to the 309 Cooper Street property.
(b) The claimants did not initially agree with Piazza and Reitano’s proposal contained in their motion to have the claims against them personally determined by arbitrator Chadwick as they opposed the motion.
(c) Ray J. agreed with Piazza and Reitano’s request and ordered that the claims made against them personally, as set out in the claimants’ statement of claim in the Superior Court, be determined by arbitration.
(d) I infer from the claimants’ actions by not appealing and by proceeding with the arbitration that they accepted and agreed to be bound by Ray J.’s order which enforced Piazza and Reitano’s proposal, thereby accepting Piazza and Reitano’s proposal to have the claims made against them personally determined by arbitration.
(e) All parties continue to be bound by Ray J.’s order which referred the claims against Piazza and Reitano personally to arbitration. The order remains valid until appealed or set aside. The parties are bound by Ray J.’s order and it remains valid and is not a nullity even if Piazza and Reitano had not signed the co‑tenancy agreement. To successfully attack the arbitrator’s jurisdiction, Piazza and Reitano would have had to appeal Ray J.’s order.
(f) Neither Piazza or Reitano objected to the arbitrator assuming jurisdiction over the claim made in against Piazza and Reitano personally either before, during, or in submissions following the completion of the arbitration hearing.
(g) The time for objection to the jurisdiction of an arbitrator is set out in section 17(3) of the Arbitration Act which states as follows:
A party who has an objection to the arbitral tribunal’s jurisdiction to conduct the arbitration shall make the objection no later than the beginning of the hearing, or if there is no hearing, no later than the first occasion on which the party submits a statement to the tribunal. [emphasis added]
(3) Thirdly, I find that Piazza and Reitano made a further agreement with the claimants to conduct a mediation/arbitration in accordance with the Med/Arb agreement circulated by Chadwick which amended the previous in the co‑tenancy agreement with regards to the awarding of costs for the following reasons:
(i) The parties agreed to have the personal claims against Piazza and Reitano referred to arbitration for the reasons I have outlined above.
(ii) All of the parties, including Piazza and Reitano, agreed that Chadwick would conduct the arbitration. Chadwick advised all of the parties of the terms under which he would conduct the mediation/arbitration by letter to each of the parties.
(iii) While none of the parties, including Piazza and Reitano, signed the Med/Arb agreement circulated by Chadwick, I find that they agreed to conduct the arbitration in accordance with its terms based on their conduct. They proceeded without objection to a mediation before Chadwick which was unsuccessful. Secondly, they proceeded with the arbitration before Chadwick. I infer from their conduct that all parties, including Piazza and Reitano, agreed that Chadwick would conduct the mediation and arbitration in accordance with the written terms set out in his mediation/arbitration agreement sent to all parties.
(iv) Neither Piazza nor Reitano objected to Chadwick conducting the arbitration in the manner he had set out in his Med/Arb agreement either at the outset when the statement of issues were exchanged, or at discovery of the parties, or during the arbitration hearing, or in submissions following the completion of the arbitration hearing.
(v) As a result, I find that all of the parties including Piazza and Reitano agreed with and are bound by the terms of the Med/Arb agreement.
Disposition of Issue #1
[68] To summarize for the above reasons, I find that Piazza and Reitano agreed with the claimants to have the claims made against them personally set out in the claimants’ statement of claim, decided by arbitration. I find they initially agreed that the claims would be decided in accordance with the arbitration clause set out in the co‑tenancy agreement. I further find that by their conduct in obtaining an order referring the matter to arbitration, and by proceeding with the mediation and arbitration without objection that they agreed that Chadwick would conduct the mediation/arbitration proceedings in accordance with the written terms of the Med/Arb agreement sent to all parties by Chadwick.
Issue #2 Have Piazza and Reitano waived their right to contest the jurisdiction of the arbitrator by failing to object at the beginning of the arbitration proceeding?
Waiver
[69] The actions of a party can constitute a “waiver” of any preliminary requirements to arbitration. Section 17(3) of the Arbitration Act states as follows:
Time for objections to jurisdiction
(3) A party who has an objection to the arbitral tribunal’s jurisdiction to conduct the arbitration shall make the objection no later than the beginning of the hearing or, if there is no hearing, no later than the first occasion on which the party submits a statement to the tribunal.
[70] The intention of this section is to prevent parties from participating in arbitration proceedings and withholding a possible objection to the jurisdiction of the arbitrator until they become aware of the result. I find that the Court should refuse to hear a jurisdictional objection, which was not raised at the beginning of the arbitration hearing, especially in circumstance where it was Piazza and Reitano who obtained an order directing that the claims against them personally determined by the arbitrator.
[71] If the terms of section 17(3) of the Arbitration Act were not enforced in these circumstances, then this section would have no meaning and there would be no disincentive to parties proceeding with an arbitration hearing and then later objecting to the arbitrator’s jurisdiction before the courts if they were dissatisfied with the results. I find that section 17(3) of the Arbitration Act was intended to prevent parties from seeking the benefit of arbitration and proceeding without objection and then attempting to contest the jurisdiction of the arbitrator once the result is known.
[72] In this case, Piazza and Reitano were fully aware that they were participating in their personal capacities in the arbitration as they had obtained a Superior Court order referring these claims to arbitration. They were fully aware that they could have objected to having the arbitrator determine the claims against them personally and they chose not to object and proceeded with the arbitration. They were bound by Ray J.’s order to do so in any event.
[73] I also find it is an abuse of process for Piazza and Reitano to argue that they should not be bound by the arbitrator’s decision because he lacked jurisdiction to proceed with arbitration of the issues that they requested and obtained an order to be referred to him. I find it would also amount to an abuse of process to allow Piazza and Reitano to incur needless expense for all parties and to waste both legal and judicial resources by successfully obtaining an order to have the claims against them personally referred to arbitration and then subsequently seeking to challenge the arbitrator’s jurisdiction to deal with the matter. This conduct amounts to a collateral attack on Ray J.’s order which they obtained.
Disposition of Issue #2
[74] I find that by not objecting at the beginning of the arbitration proceeding, Piazza and Reitano have waived their right to contest the jurisdiction of the arbitrator. I also find that Piazza and Reitano are prevented from contesting the jurisdiction of the arbitrator by their actions of obtaining an order, by which they are bound referring the claims agreement them personally to arbitration.
Issue #3 Is the remedy of judicial review available of an arbitrator’s decision made pursuant to a commercial agreement between private parties?
[75] Piazza has brought an application for judicial review under section 2 of the Judicial Review and Procedure Act, R.S.O. 1990, c. J.1 (“JRPA”). Under section 2(2) and (3) of the JRPA, the court may set aside an arbitral decision where either (a) there has been an error of law or (b) there is a lack of evidence to support the findings of fact. Reitano has not brought an application for judicial review under section 2 of the JRPA.
[76] The authors of Commercial Arbitration of Canada, by J. Kenneth McEwan and Ludmila B. Berbst, Canada Law Book, 2009, ISBN 1713-6849, state that it has been conclusively decided that judicial review is not appropriate for consensual arbitration between two private parties as follows:
More recently, it has been reaffirmed that arbitration is a private law dispute resolution mechanism in respect of which judicial review is not available.
[77] In Alaimo v. Di Maio (2008), CarswellOnt, 3729 (Ont. S.C.J.), at paragraph 52, Boswell J. held that judicial review is a public law remedy as is evident by the existence of the Statutory Powers Procedure Act, R.S.O. 1990, c. S.22. Section 1 defines statutory power as “ “statutory power of decision” means a power or right, conferred by or under a statute, […]”. A number of examples are set out in section 1.(1) (a) and (b). A statutory power of decision is defined as:
“means a power or right, conferred by or under a statute, to make a decision deciding or prescribing,
(a) the legal rights, powers, privileges, immunities, duties or liabilities of any person or party, or
(b) the eligibility of any person or party to receive, or to the continuation of, a benefit or licence, whether the person is legally entitled thereto or not; (“compétence légale de décision”)
[78] In Alaimo, supra, the Court stated “… judicial review is not available where an arbitrator is proceeding on the basis of a private agreement and is not exercising a statutory power of decision, …” Also in Knox v. Conservation Party of Canada (2007) ABCA 295 (Alta. C.A.) the Alberta Court of Appeal at paragraph 15 held that a private arbitrator was not subject to judicial review. I agree with these decisions.
[79] A similar result was reached in NRI Manufacturing Inc. v. Gross (2000), CarswellOnt 2610 (Ont. S.C.J.) at paragraphs 16-18 citing Superior Propane Inc. v. Valley Propane (Ottawa) Ltd. (February 15, 1993), Doc. Ottawa 69331/92 (Ont. Gen. Div.) and in Commercial Arbitration in Canada, supra, at 10-110.
The development of commercial arbitration procedures are used for the purpose of expediency, reduction of costs, and to avoid protracted litigation. Where parties agree in advance that the decision of the arbitrator will be final and binding then it should not be open to judicial review unless the arbitrator has acted improperly. To allow judicial review because the procedure is conducted under the provisions of the Arbitration Act 1991 would defeat the whole purpose value of consensual arbitration.
[80] Piazza relies on the decision of the Toronto Board of Education v. Ontario Secondary School Teachers’ Federation, District 15, [1997] 1 S.C.R. 487 (S.C.C.) to support the proposition that where an arbitrator makes findings of fact which cannot be reasonably supported by the evidence at the hearing, then the resulting award is patently unreasonable and must be set aside. This case was a labour arbitration matter where the parties were compelled by statute to appear before an arbitrator. I find it is distinguishable from a private commercial arbitration agreement because it involved the exercise of a statutory power of an arbitrator granted under the Ontario labour legislation.
Disposition on Issue #3
[81] For the above reasons, I find that the remedy of judicial review under to section 2 of the Judicial Review Procedure Act is not available of an arbitrator’s decision made under a commercial arbitration agreement based on a consensual agreement between private parties.
Issue #4 Is there a right of appeal under section 45(1) of the Arbitration Act where the arbitration agreement states that the decision is final and binding and is not to be appealed?
[82] Piazza seeks leave to appeal under section 45 of the Arbitration Act on the ground that he alleges that the arbitrator made an error in law. Reitano has not sought leave to appeal under section 45 but relies on section 46 of the Arbitration Act.
[83] Section 45 of the Arbitration Act reads as follows:
Appeal on question of law
- (1) If the arbitration agreement does not deal with appeals on questions of law, a party may appeal an award to the court on a question of law with leave, which the court shall grant only if it is satisfied that,
(a) the importance to the parties of the matters at stake in the arbitration justifies an appeal; and
(b) determination of the question of law at issue will significantly affect the rights of the parties. [emphasis added]
[84] The claimants submit that leave to appeal should not be granted as both the arbitration agreements (the co‑tenancy agreement and the Med/Arb agreement) deal with appeals on questions of law. In this case, both the co‑tenancy agreement and the Med/Arb agreement stated that the decision of the arbitrator was final and binding with no right of appeal.
[85] The arbitration clause in the co‑tenancy agreement includes the following language; “The decision arrived at by the arbitrator shall be final and binding upon the parties and shall not be appealed.”
[86] Paragraph 16 of the Med/Arb agreement circulated by arbitrator Chadwick states that “[t]he decision of the Arbitrator is final and binding, with no right of appeal.”
[87] In Ontario v. Abilities Frontier Co‑operative Homes Inc. (1996), 5 C.P.C. (4th) 81 (Ont. Gen. Div.) at paragraph 33, leave to appeal to the Court of Appeal refused. The Court held that the applicant’s should not be granted leave to appeal in the circumstances as the words “final” and “binding” and “not subject to any appeal” will exclude the application of section 45(1). Sharpe J. (as he then was) stated as follows:
The third element is that the clause makes the arbitration award “final and binding and not subject to appeal.” Read in conjunction with the Arbitration Act, s. 45, the clause has the effect of immunizing the arbitrator's decision from appellate review.
[88] I agree with the reasoning of Sharpe J. in Abilities Frontier Co‑operative, supra, and for the same reasons find that there is no right of appeal of the arbitrator’s decision under section 45 of the Arbitration Act where the arbitration agreement states that the arbitrator’s decision is final and binding with no right of appeal.
Disposition on Issue #4
[89] Given the clear wording of both the Med/Arb agreement and the co‑tenancy provisions stating that the decision of the arbitrator is final and binding with no right of appeal, I find that the arbitration agreement deals with appeals on questions of law and also on any questions of mixed law or fact and therefore prohibits an appeal under section 45 of the Arbitration Act.
Issue #5 Did the arbitrator make errors in law in finding Piazza and Reitano personally liable for damages so that the award should be set aside under section 46 of the Arbitration Act?
[90] Reitano and Piazza have also brought an application to set aside the arbitrator’s decision under section 46 of the Arbitration Act, supra. Reitano submits that the arbitrator made a decision on a matter that was beyond the scope of the agreement, which is referred to in section 46.(1)3. of the Arbitration Act when he ordered him to pay damages personally.
[91] Section 46.(1)(3) of the Arbitration Act reads as follows:
(1) On a party’s application, the court may set aside an award on any of the following grounds:
The award deals with a dispute that the arbitration agreement does not cover or contains a decision on a matter that is beyond the scope of the agreement.
[92] The applicants submit that the arbitrator’s award should be set aside because it contains a decision on a matter that was beyond the scope of the agreement, namely, that the arbitrator made findings against Piazza and Reitano personally for deceit and fraudulent misrepresentation. I have previously found that Piazza and Reitano agreed to have the claims made against them personally determined by arbitration in accordance with the co‑tenancy agreement and as further agreed with regards to costs in the Med/Arb agreement.
[93] Based on my finding that the parties including Piazza and Reitano agreed to have the claims made against them personally determined by arbitration before Chadwick, and because they are bound by the order of Ray J. referring the matter to arbitration, the arbitration award does not contain a decision on a matter that was beyond the scope of the agreement.
Other Alleged Errors
[94] Piazza and Reitano dispute a number of findings made by the arbitrator. Reitano disputes the finding that he was found liable for the tort of deceit when he alleges he did not make any misrepresentations, the piercing of the corporate veil of Reitano’s companies, and the awarding of lost profits for all of the minority investors constituting a 35 per cent interest, when only 21.66 per cent of the minority investors joined in the claim.
[95] Piazza alleges that the arbitrator made a number of errors in awarding damages against him. Piazza objects to being found liable for the $98,000.00 overcharged on invoices submitted by Penta Construction Inc., which was owned by Reitano. He also objects to the award of $48,615.84 in damages for the amount paid to Wolverine Electrical for services provided to another property. However, the property on which the electrical work was actually performed was co‑owned by Reitano and Piazza.
[96] Piazza further objects to being held personally responsible for the kickback of $31,565.00 paid to Penta Construction by Arnone Paving and he objects to the damages being made payable on a joint and several basis. The award of damages made by the arbitrator stated that the respondents were jointly and severally liable to the claimants for the damages awarded.
[97] Piazza also objected to the arbitrator awarding damages for the lost profits on the sale of the property for 35 per cent interest when the percentage of the minority investors who actually were claimants was only 21.66 per cent. The remaining percentage of the minority investors had decided not to participate in the claim and arbitration. Piazza submits that the award should be reduced to from $292,982.45 to $207,605.98 to reflect the share of the 21.66 per cent interest of the claimants.
[98] I find that the arbitrator had the ability to order Piazza and Reitano to disgorge profits that they made for the whole 35 per cent interest they purchased from the minority investors as he found that Piazza and Reitano both acted with deceit and found that they were both actively involved with the misappropriation of funds. The claimants advanced a claim for 35 per cent of the profits from the sale of 309 Cooper Street in their statement of claim which was referred to arbitration by Ray J. The arbitration agreement therefore covered this dispute.
[99] While the claimants received a windfall of the lost profits that the other minority investors, who did not make a claim, would have received, I find the arbitrator had authority to make such an award and it is not a matter which is beyond the scope of the agreement. The arbitration award is not subject to appeal in any event as all parties agreed that the arbitration decision would be final and binding and not subject to appeal.
[100] Reitano objects to being found personally liable for any misrepresentation in his duties as a building manager where he split the 10 per cent management fee with Piazza through the incorporation of a numbered company. Reitano disputes that he made any misrepresentation to “scare off the Italians” and that this misrepresentation was solely made by John Piazza.
[101] When the arbitrator made findings objected to by the applicants he was dealing with disputes covered by the arbitration agreement and was not acting beyond the scope of the agreement and therefore his findings cannot be set aside under section 46 of the Arbitration Act.
[102] I find that all of the above objections by Piazza and Reitano and their allegations of errors by the arbitrator relate to findings of fact or alternatively questions of mixed fact and law. I also find that the arbitrator correctly set out the legal test for a finding of deceit and found that the tort of deceit had been committed by both Piazza and Reitano. Even if Chadwick had made findings of fact which were not supported by evidence that could amount to an error of law, which I do not find to be the case, Piazza and Reitano agreed to the arbitration and agreed that the decision of the arbitrator was final and binding with no right of appeal. As a result, Piazza and Reitano have no right to appeal on any error of fact, of mixed fact and law, or on any error of law in any event.
Disposition on Issue #5
[103] For the above reasons, Piazza and Reitano’s application to set aside the arbitrator’s award on the grounds that he exceeded his jurisdiction by dealing with a dispute that the arbitration agreement did not cover or contained a decision on a matter that was beyond the scope of the agreement is dismissed for the reasons given above. I infer from the arbitrator’s findings that he found that Piazza and Reitano acted jointly when committing the tort of deceit and found that they were both actively involved in misappropriating funds. I infer that the arbitrator found that they shared the kickbacks, they shared the benefit of paying invoices for another property they owned together, they shared the payment of secret commissions and amounts received for inflating invoices for services provided to the property. Chadwick’s findings were on matters within the scope of the arbitration agreement and are not appealable.
Issue #6 Did the arbitrator have jurisdiction to award costs against the applicants?
[104] On April 8, 2010, Piazza made the following submissions to the arbitrator with regards to costs stating: “The disposition of costs, both the costs of the Arbitrator and the costs of the parties are entirely under your discretion.” Piazza further made submissions that the arbitrator’s costs should be borne by the claimants as unsuccessful parties proportional to their interests. Piazza sought payment of his solicitor‑client costs against Veillette. These submissions are evidence that Piazza agreed to the terms of the Med/Arb agreement that the costs were in the discretion of the arbitrator, including the arbitrator’s fees.
[105] I have found that all of the parties’ including Piazza and Reitano personally, agreed to conduct the arbitration in accordance with the co‑tenancy agreement and further agreed to the terms of the Med/Arb agreement circulated by Chadwick. The Med/Arb agreement clarified and amended the initial terms of paragraph 11.09 of the co‑tenancy agreement with regards to the authority of the arbitrator to award costs for the legal and professional fees of the parties incurred during the arbitration proceeding.
[106] Paragraph 19(a) of the Med/Arb agreement deals with the arbitrator’s fees and states that “… these costs shall be paid in equal proportion by the parties.” The above provision is the same as section 11.09 of the co‑tenancy agreement.
[107] According to paragraph 19(a) of the Arbitration Act, fees and expenses of the arbitrator would have been divided in three parts: one part payable by Piazza and the Piazza Family Trust, the second part payable by Reitano and the North American Realty and a third part payable by the claimants.
[108] Paragraph 19(b) of the Med/Arb agreement states that “[t]he legal and the professional fees of the parties (unless otherwise determined by the arbitrator) shall be the responsibility of the respective parties.” I find that this clause constitutes a further agreement between the parties which makes it clear that the arbitrator had the authority to determine who was responsible to pay legal and professional fees of the respective parties.
[109] Paragraph 19(c) of the Med/Arb agreement confirms that the arbitrator may make an unequal assessment of compensation, expenses and/or legal and professional fees incurred in the arbitration proceeding.
[110] Paragraph 19(c) states that “… the arbitrator shall have regard to the fact that the parties agree that costs do not necessarily follow the cause and that in determining whether to make an unequal assessment of compensation, expenses and/or legal and professional fees, the arbitrator should have regard to whether the party to be assessed responsibility for such costs acted in an unreasonable manner.” [emphasis added]
[111] Section 54(2) of the Arbitration Act states that the costs of an arbitration “… consist of the parties’ legal expenses, the fees and expenses of the arbitral tribunal and any other expenses related to the arbitration”.
[112] I infer from the wording of paragraph 19(c) of the Med/Arb agreement that the parties intended that the arbitrator have the authority to award costs which included both the arbitrator’s fees and expenses and the parties’ legal expenses in an amount as determined by the arbitrator when deciding to make an unequal assessment.
[113] The arbitrator had authority to make an award of costs under the Med/Arb agreement and authority to make an unequal award of costs and therefore when making the award of costs he was not making a decision on a matter that was beyond the scope of the arbitration agreement. Therefore, his decision on costs cannot be set aside based on section 46 of the Arbitration Act.
[114] The Med/Arb agreement also states that the decision of the arbitrator is final and binding with no right of appeal and so even if the arbitrator made an error of law in interpreting his agreement to allow him to order that the arbitration fees and expense be paid in a manner other than equally, there is no right of appeal of his decision in any event.
Disposition of Issue #6
[115] For the above reasons I find that the arbitrator had jurisdiction to award costs for legal and professional fees incurred by any party and for the fees and expenses of the arbitrator to the arbitration proceeding in a manner as determined by the arbitrator.
Costs
[116] The respondents may make written submissions on costs within ten (10) days, the applicants shall have ten (10) days to respond and the claimants shall have seven (7) days to reply.
R. Smith J.
Released: May 9, 2011
CITATION: The Piazza Family Trust v. Veillette, 2011 ONSC 2820
COURT FILE NOS: 10-DV-1681 and 10-49304
DATE: 2011/05/09
ONTARIO
SUPERIOR COURT OF JUSTICE
IN THE MATTER OF AN APPEAL UNDER s. 45(1) of the Arbitration Act 1991, c. 17 as amended, and an APPLICATION FOR REVIEW UNDER s. 46(1) Arbitration Act 1991, and Section 2 of the Judicial Review Procedure Act, 1990, c.J-1 as amended
BETWEEN:
THE PIAZZA FAMILY TRUST and JOHN PIAZZA
Applicants/Appellants
NORTH AMERICAN REALTY INC. and GIUSEPPE REITANO
Applicants
– and –
ROBERT VEILLETTE and ANTHONY DISIPIO HOLDINGS INC. and MICHELE ZAGARIA IN TRUST and SAVINO ZAGARIA IN TRUST and GIANFRAN HOLDINGS INC.
Respondents/Claimants
REASONS FOR JUDGMENT
R. Smith J.
Released: May 9, 2011