CITATION: Prolink Broker Network Inc. v. Rakesh (Rick) Jaitley, 2015 ONSC 6484
DIVISIONAL COURT FILE NO.: 480-13
DATE: 20151124
ONTARIO SUPERIOR COURT OF JUSTICE DIVISIONAL COURT
Swinton, Sachs and Wilton-Siegel JJ.
BETWEEN:
PROLINK BROKER NETWORK INC.
Plaintiff/Appellant
– and –
RAKESH (RICK) JAITLEY, MY INSURANCE BROKER CORP. and MY INSURANCE BROKER CANADA CORP.
Defendant/Respondents
R.P. Quance, for the Plaintiff/Appellant
Rahul Shastri, for the Defendants/Respondents
HEARD at Toronto: October 6, 2015
Wilton-Siegel J.:
[1] Prolink Broker Network Inc. (the “Appellant” or “Prolink”) appeals a judgment, dated October 9, 2013 of Goldstein J., insofar as the judgment awarded damages with respect to the value of certain shares of the defendant, My Insurance Broker Corporation (“MIB”). In the action, the Appellant asserted claims against each of Rakesh (Rick) Jaitley (“Jaitley”), MIB and My Insurance Broker Canada Corporation (“MIB Canada”) (collectively, the “Respondents”).
Background
[2] The Appellant provides support services to insurance brokers in exchange for a fee and shares in the clients’ brokerages.
[3] In late 2007, Jaitley approached the Appellant to help him start his own insurance brokerages. A number of draft agreements to document the relationship between the parties were exchanged, but none were ever executed. Nevertheless, Jaitley caused MIB to issue shares to the Appellant representing 25% of the corporation’s outstanding shares (the “Shares”), as was contemplated by the arrangements set out in the draft documentation.
[4] After the business relationship broke down in May 2009, the Appellant commenced this action asserting that a binding agreement existed between the parties and claiming an entitlement to certain monies for breach of contract.
[5] After a four day trial, in his decision dated July 2, 2013 (the "Liability Decision”: see Prolink Broker Network Inc. v. Jaitley, 2013 ONSC 4497, [2013] O.J. No. 3065), the trial judge held, among other things, that: (1) the parties entered into a binding agreement on August 13, 2008, the terms of which were set out in the form of agreement sent by Jaitley to the Appellant on August 1, 2008 (the “Agreement”); (2) the Respondents repudiated the Agreement on March 6, 2009; (3) the Agreement remained in effect until the Appellant elected to accept the repudiation on May 7, 2009; (4) damages for breach of contract in relation to the Shares are calculated as 25% of two times earnings of MIB between August 13, 2008 and May 7, 2009; and (5) damages for breach of contract in relation to the commissions are calculated as 7.5% of commissions from the period between August 13, 2008 and May 7, 2009, less any amounts that have already been paid. The trial judge then asked the parties to try and reach an agreement regarding the quantum of damages.
[6] Of importance to this present appeal is section 4 of the Agreement. This section of the Agreement contained a provision for a compulsory put-call arrangement regarding the Shares. However, the provision would only become operative after a 30-month period that commenced on the date of the Agreement (the “Startup Period”). The provision reads as follows:
After the Startup Period, if the majority Shareholders wish to purchase the shares held by [the Appellant] or if [the Appellant] wishes to sell its shares to the majority shareholders, then it is agreed that a Two Times Annual Earnings represents Fair Market Value (FMV) which has been established mutually, should either parties [sic] decide to sell its shares with the understanding that a minimum of $2.5 million of premium volume will have been achieved by the corporation….
[7] Neither party appeals the finding of the trial judge that the parties had entered into an enforceable agreement having the terms set out in the draft agreement sent to the Appellant on August 1, 2008. Nor do the parties explicitly address his finding that damages for breach of contract in relation to the Shares are calculated as 25% of two times earnings of MIB between August 13, 2008 and May 7, 2009, although the appeal calls into question what the trial judge had in mind in reaching this conclusion, as is discussed below. In effect, the trial judge fashioned a remedy in the form of a compulsory repurchase of the Shares at their fair market value having two objectives – to award damages to the Appellant and to terminate the relationship between the parties. The conceptual basis for this approach is not clear. However, the parties do not dispute the compulsory purchase remedy, as both parties seek an order that the Respondents shall repurchase the Shares in order to separate their affairs.
[8] However, the parties were unable to agree on the value of the Shares as of the valuation date. Each party based its calculation on a two-times multiple of earnings with differing views as to whether “earnings” should be commission revenues or net earnings. Prolink argued that “earnings” meant commissions earned, or gross earnings, which resulted in damages of $89,333.35. The Respondents argued that “earnings” meant net earnings, which resulted in damages of $12,656.38.
[9] In further reasons dated October 9, 2013 (the “Damages Decision”: see Prolink Broker Network Inc. v. Jaitley, et al, 2013 ONSC 6253), the trial judge held that the fair market value of the Shares should be calculated by reference to net earnings. He awarded the Appellant the amount of $12,656.38, apparently on the basis of an unsworn affidavit of the Respondents’ accountant. This affidavit was tendered when the parties made their submissions regarding the calculation of damages, as described below.
[10] As a technical matter, I observe that the Appellant incorrectly expressed its appeal to be an appeal of the Damages Decision. As an appeal pertains to the order of the trial judge, rather than to his or her reasons, this appeal is properly an appeal of the order of the trial judge dated August 28, 2014 (the “Order”), which ordered that the Respondents pay the Appellant the sum of $19,739.58, of which it is agreed that $12,656.38 pertains to the value of the Shares.
Jurisdiction and Standard of Review
[11] The Divisional Court has jurisdiction to hear this matter under subsections 19(1) and 19(1.2) of the Courts of Justice Act, R.S.O. 1990, c. C.43, as an appeal of a final order of a judge of the Superior Court of Justice which is described in subsection (1.2)(a), being for a single payment of not more than $50,000, exclusive of costs.
[12] The standard of review for a judicial appeal is set out in in Housen v. Nikolaisen, 2002 SCC 33, [2002] 2 S.C.R. 235, at paras. 6, 10 and 36-37. On a pure question of law, the standard of review is correctness. The standard of review for findings of fact is that such findings are not to be reversed unless it can be established that the trial judge made a “palpable and overriding error”. Questions of mixed fact and law are subject to the “palpable and overriding error” standard, unless it is clear that the trial judge made some error of law or principle that can be identified independently of the judge’s application of the law to the facts of the case.
[13] Both parties agree that the proper standard of review for this matter is the standard of “palpable and overriding error” in respect of the Appellant’s grounds of appeal.
The Decisions of the Trial Judge
[14] As mentioned, in the Liability Decision, the trial judge found that Prolink was entitled to a declaration that it owned the Shares of MIB. The trial judge held that the damages in respect of the Shares were to be calculated as the fair market value of the Shares on May 7, 2009, because the purchase price on the compulsory re-purchase of the Shares was to be the fair market value of the Shares on that date.
[15] The trial judge concluded in the Liability Decision that “an appropriate fair market value is two times earnings from August 18, 2008 to May 7, 2009”. In reaching this conclusion, the trial judge apparently had regard to the formula in section 4 of the Agreement, adjusted to eliminate the $2.5 million minimum premium volume as the termination occurred less than 30 months from the date of the Agreement. It appears that the trial judge had in mind commission revenues at this time when he referred to “earnings”. The only calculation before him was the Appellant’s calculation (Exhibit 2 at the trial). The Appellant’s calculation used commission revenue, rather than net earnings, for the calendar year ended December 31, 2009, as extrapolated from MIB’s financial statements for the period ended September 30, 2009. The Respondents did not challenge this calculation at trial.
[16] The trial judge departed from the Appellant’s calculation with respect to the applicable time period, but not with respect to the use of commission revenues as the basis for fair market value. Accordingly, he requested that the parties attempt to agree on the amount of the commission revenues of MIB for the period he mandated, being August 8, 2008 to May 7, 2009. In this regard, he expressly noted that the nine-month calculation of commission revenues provided by the Appellant should assist the parties.
[17] The parties did not, however, reach an agreement on the quantum of damages on this basis. Instead, as mentioned, the parties subsequently made submissions on damages. At that time, the Respondents filed an unsworn affidavit of its accountant (the “Respondent Affidavit”) that, for the first time, raised the issue of whether net earnings, rather than commission revenue, was a more appropriate approach to the calculation of fair market value. As mentioned, the Respondents argued for a calculation based on net earnings.
[18] The trial judge was therefore placed in a difficult position. The only evidence before the trial judge consisted of two calculations, both based on a two-times multiple but on very different concepts of “earnings”. Further, in their submissions, the parties appear to have based their arguments on their respective interpretations of the language of section 4 of the Agreement, notwithstanding the fact that section 4 was not applicable on its own terms. Accordingly, the trial judge had no obvious principle upon which he could base a decision to accept one calculation over the other and, in either case, no basis for finding the answer in section 4 of the Agreement.
[19] In the Damages Decision, the trial judge therefore sought a basis for a determination of the fair market value of the Shares on May 7, 2009 by stepping back and asking the question – how is fair market value to be defined for the purposes of awarding damages? – by which I think he meant how is it to be calculated. The trial judge then noted that there was no definition of “fair market value” or “earnings” in any agreement between the parties, including the Agreement that he found the parties had entered into. He then recognized that “fair market value” is usually defined in a manner substantially to the effect of the price that a seller is willing to accept and a buyer is willing to pay on the open market in an arm’s length transaction. However, as noted, neither party had adduced evidence regarding the fair market value of the Shares according to this standard.
[20] It appears the trial judge concluded that he should look to the Agreement for an indication of what the parties meant by “fair market value”. In this regard, he then concluded that the role of the court was to determine the intentions of the parties rather than the intention of reasonable parties. With this goal in mind, the trial judge asked whether the traditional definition of “fair market value” reflected the intentions of the parties. He concluded that it did, based on the application of two tests that are used to imply terms into a contract – the “business efficacy test” and the “officious bystander test”.
[21] Ultimately, however, the trial judge apparently equated the traditional definition of “fair market value” with an earnings-based calculation given his determination that the traditional definition of fair market value yielded damages of $12,656.38. This amount was also the amount set out in the Respondent Affidavit, which, as mentioned, was based on net earnings.
Positions of the Parties
[22] The Appellant submits that the trial judge made two errors: (1) he ignored the evidence of the intention of the parties regarding the meaning of “earnings” in section 4 of the Agreement; and (2) he addressed the fair market value of the Shares, which he says was never an issue at the trial.
[23] The Respondents argue that the language of section 4 of the Agreement is clear on its face, particularly when the language of sections 2 and 4 are considered together. This argument implicitly accepts, without any express basis, that the provisions of section 4 of the Agreement govern the determination of the purchase price for the Shares, whether as the means of determining fair market value or otherwise. On this basis, the Respondents say the extrinsic evidence relied upon by the Appellant – being the evidence at trial and a subsequent draft agreement proposed by the Respondents – is neither admissible nor relevant.
Conclusions Regarding the Trial Judge’s Determination of Damages
Framework for the Analysis of the Appeal
[24] I propose to address the issues raised in this appeal by first setting out certain conceptual observations regarding the context in which the trial judge addressed the issue of damages in respect of the Shares, as these observations inform the conclusions reached below. I will then set out my conclusions regarding this appeal.
[25] As noted above, the trial judge stated that the damages in respect of the Shares were to be calculated as the fair market value of the Shares at May 7, 2009. This finding is fundamental both to the decisions of the trial judge and the conclusions reached herein. The following observations regarding the evidence before the trial judge and his approach to the valuation of the Shares inform the conclusions below in these Reasons.
[26] First, the parties do not appear to have addressed the appropriate measure of damages for breach of contract in respect of the Shares at the trial. In the Liability Decision, the trial judge effectively concluded that the measure of damages in respect of the Shares was their fair market value on May 7, 2009, without any discussion of how he reached that conclusion.
[27] I note that, if the trial judge had expressly addressed the appropriate measure of damages, he might have concluded that the proper measure of damages was the loss that the Appellant suffered in respect of the Shares as a result of the Respondents’ breach of contract. That loss might be quantified as the discounted present value of the loss of the right to put the Shares to MIB at the end of the Startup Period for a value not less than $1.25 million (being 25% of 2 x $2.5 million, being the minimum commission revenue for such purposes). However, as neither party has objected to the use of the fair market value on May 7, 2009 as the measure of damages, I have analysed the Order on this basis.
[28] Second, section 4 of the Agreement was not applicable on its own terms because the repudiation of the Agreement occurred before the expiry of the Startup Period. The trial judge noted that the parties did not agree — either in the Agreement or at trial — that section 4 was to operate in the event of a breach of the Agreement during the Startup Period. Nor did the parties agree that the approach to the determination of fair market value of the Shares at May 7, 2009 was to be informed or governed by the meaning of “fair market value” for the purposes of section 4 of the Agreement, as interpreted by the trial judge. Significantly, as the trial judge noted, there was also no other contractual provision which governed the measure of damages, directly or indirectly, in the Agreement. The determination of the damages in respect of the Shares is therefore an issue of the objective determination of the fair market value of the Shares, rather than an issue of the contractual interpretation of the Agreement between the parties regarding the manner of calculation of such value.
[29] Third, the finding in the Liability Decision therefore required an objective determination of the fair market value of the Shares on May 7, 2009. However, the only evidence at trial, being the Appellant’s calculation of damages, did not purport to be a valuation of the fair market value of the Shares as of May 7, 2009.
[30] The Appellant provided a calculation based on a multiple of two-times commission revenue, representing its preferred approach to the calculation of fair market value for the purposes of section 4 of the Agreement. Similarly, at the time of making submissions on damages, the Respondents put forward a calculation based on net earnings, representing their preferred approach to the calculation of fair market value for the purposes of section 4 of the Agreement. They also put forward an argument as to why, in their view, their approach made more sense than a commission-based calculation which is addressed below.
[31] As mentioned above, however, while each party sought to support their preferred approach to the calculation of fair market value by reference to the use of that concept in section 4 of the Agreement, there was fundamentally no agreement between the parties, or joint direction to the trial judge, that the manner in which fair market value was to be determined for the purposes of section 4 should govern the determination of the fair market value of the Shares in the present circumstances.
[32] Fourth, in these circumstances, the trial judge had to look outside the Agreement for the standard upon which to determine the fair market value of the Shares. However, there was also no evidence outside the Agreement between the parties upon which the trial judge could base such a determination. The trial judge recognized that the applicable standard was established by the traditional definition of fair market value – the price that a seller is willing to accept and a buyer is willing to pay on the open market in an arm’s length transaction. However, any determination according to this standard required objective evidence as to the most appropriate manner of calculating the fair market value of startup insurance brokerage firms. All the trial judge had in evidence were two calculations using a common multiple of two applied against competing views of “earnings”.
[33] It should be noted that there are many different approaches to the determination of fair market value depending upon the customary approach to valuation of any particular asset in any particular sector of the economy. Calculations based on multiples of commission revenue and on multiples of net earnings are both common approaches to the determination of fair market value. There is, however, no necessary connection between the definition of fair market value and any particular approach to the determination of that value. In particular, there is no necessary connection between the definition of fair market value and the net earnings-based approach to the calculation of fair market value upon which the trial judge appears to have reached his award of damages. Whether this is an appropriate approach in the present circumstances is an objective issue that requires evidence regarding the customary approach to valuation of shares of a start-up insurance brokerage firm.
[34] Fifth, in effect, the submissions of the parties addressed a different question – the nature of the agreement that, in their respective opinions, the parties would have reached for a compulsory put-call arrangement during the Startup Period if they had negotiated such an agreement in August 2008. The Respondents argued that a commission-based approach would be unrealistic because a purchaser would not pay a multiple of commissions when a business was barely profitable. The Appellant argued before the Court on this appeal that a net earnings-based approach did not make commercial sense because it would allow a majority owner of the company to purchase the minority’s shares for a negligible purchase price at the point where a new brokerage was just becoming profitable. I note that, while the Appellant says that it did not have the opportunity to make this submission to the trial judge because of the manner in which the submissions proceeded, for the reasons herein I do not think that this procedural issue makes any difference to the issue on this appeal.
[35] Quite apart from the problem that the trial judge was not addressing the nature of the agreement that the parties would have reached for a compulsory put-call arrangement during the Startup Period, there is a more fundamental problem with this evidence of the parties. There is no logically correct answer to the question they addressed. The answer to the question of what agreement would have been reached is indeterminate. Put another way, each argument of the parties is correct in its own way. The Respondents looked at the question from the position of a purchaser; the Appellant looked at the question from the perspective of a seller. Put simply, a purchaser would want to pay less; a seller wants to receive more. The agreement that the parties would have reached would have been a negotiated outcome that reflected the bargaining power relationship between them.
[36] Sixth, ultimately, the trial judge reached his decision based on a finding as to the intentions of the parties as he understood them from the language of section 4 of the Agreement, as supplemented by his view of the operation of the tests for implying terms into a contract. However, as mentioned, the parties had not agreed that the approach in section 4 to “fair market value”, as interpreted by the trial judge, would inform or govern the approach to determination of such value in the present circumstances. Their competing calculations amply demonstrate the absence of any such agreement, given their disagreement on the central feature of any possible agreement. At its best, the evidence from the parties was indicative of a view that such a calculation would proceed as a multiple of income, rather than on some other valuation basis such as, for example, book value or a discounted present value calculation. Even if such an inference were useful, it left unanswered the question of whether “income” for such purposes would be commission revenue or net income. As discussed further below, there was no evidence before the trial judge that would allow him to decide this issue. Further, and most importantly, given that the trial judge was addressing a breach of contract during the Startup Period, there was no necessary inference that could be drawn from the approach in section 4 of the Agreement for the calculation of the fair market value of shares of a company at a relatively early stage during the Startup Period.
[37] Lastly, based on the foregoing, I do not see any basis on which the trial judge could have addressed the issue of damages on the evidence before him. Having determined that the Appellant’s damages in respect of the Shares were to be calculated as the fair market value of the Shares at May 7, 2009, the trial judge required the agreement, or a joint direction, of the parties on an approach to the determination of fair market value. Failing that, he required independent evidence regarding the approach typically used to value a startup insurance brokerage business. The trial judge had neither. Instead, the parties introduced different calculations based on competing approaches to the interpretation of a clause that does not apply, which thereby demonstrated the absence of any agreement of the parties to the approach to the determination of fair market value in the circumstances of this case. This left the trial judge with no basis for selecting one over the other, apart from an argument allegedly based on common sense, to which he ultimately subscribed but which was flawed as discussed below.
Analysis and Conclusions Regarding this Appeal
[38] Given this conceptual framework, in my view, the trial judge made several errors in reaching his conclusion regarding the damages pertaining to the Shares that had the result that he failed to arrive at a determination of the fair market value of the Shares as of May 7, 2009.
[39] Most importantly, as a matter of fairness given the manner in which the parties approached the quantification of damages after the Liability Decision, the trial judge should have re-opened the trial to receive evidence and submissions regarding the fair market value of the Shares, as of May 7, 2009, on an objective basis.
[40] In the absence of such action, the Appellant could reasonably have expected that its evidence was sufficient for the purposes of quantifying damages in respect of the Shares for the reasons that: (1) it had provided the only evidence at trial regarding the calculation of damages; (2) the Respondents did not challenge that evidence, nor did they challenge the sufficiency of such evidence as proof of the Appellant’s damages; and (3) the Liability Decision contemplated that the calculation of damages would proceed on the commissions-based approach of the Appellant. In short, the Appellant could reasonably have expected that its evidence was sufficient to prove its damages in respect of the Shares.
[41] By limiting the evidence relative to the quantification of damages to the two calculations before him, rather than re-opening the trial, the trial judge also erred in the following three additional respects in reaching his conclusion in the Damages Decision.
[42] First, the trial judge correctly noted that the $2.5 million minimum commission revenue contemplated by section 4 of the Agreement could not apply to the calculation of fair market value in the circumstances of an early termination occasioned by a breach of contract before the expiry of the Startup Period. The trial judge should have appreciated that section 4 was not applicable in its entirety for that reason. Whatever the parties intended by the term “earnings” in section 4 was therefore irrelevant in the absence of any agreement, or joint direction, of the parties that this concept should inform or govern the determination of fair market value in the circumstances of this proceeding. There is no necessary reason why the concept of fair market value in that section would be appropriate for the valuation of a startup insurance brokerage business. In the absence of such an agreement, this provision did not apply until after the Startup Period when, presumably, the insurance brokerage business would have reached a mature state. In these circumstances, as there is no other contractual provision which would be applicable in the circumstances of early termination of the Agreement, the manner of calculating fair market value could not be a matter of contractual interpretation to determine the intention of the parties as the trial judge apparently concluded.
[43] In addition, for the same reason, the tests for implying terms in a contract are not applicable to the determination of the fair market value of the Shares. Insofar as the trial judge purported to imply a term into section 4, the trial judge would have erred in two respects – section 4 was not operative on its terms and, in any event, its contractual interpretation, if required, would not proceed by way of implying a further term into that provision. Insofar as the trial judge purported to imply a term into the Agreement more generally to address the circumstances before him, being a breach of contract during the Startup Period, there was no basis in the evidence before him for deciding the content of any such implied term. Accordingly, insofar as the trial judge approached the determination of the value of the Shares on the basis of an implied term of the Agreement that “earnings” meant “net earnings”, based on a contractual interpretation of that term for the purposes of section 4 of the Agreement or otherwise, the trial judge erred in law.
[44] Third, and in any event, as applied by the trial judge, both the “business efficacy test” and the “officious bystander test” reduce to a consideration of what a purchaser would pay for the Shares at May 7, 2009. The trial judge stated in this regard that it was “unlikely that the purchaser of the shares, in this case [MIB], would have agreed to pay two times earnings on gross commissions when the business was barely profitable.” As discussed above, this observation is of no relevance to the determination of the fair market value of the Shares. It merely describes the position that the Respondents would have taken in any negotiation of a put-call arrangement that would have operated during the Startup Period.
[45] Determining the fair market value of the Shares by asking what approach a purchaser of shares would take to valuing these shares is manifestly inconsistent with the definition of “fair market value” which, as the trial judge noted, looks to what a willing seller would be prepared to accept as well as to what a willing purchaser would be prepared to pay in an arm’s length transaction in the open market. The trial judge looked only at the price a purchaser would pay. I would add that this approach is particularly problematic in this case given that it is the purchaser who breached the contract.
[46] Turning to the Appellant’s grounds of appeal set out above, the Appellant argues that the trial judge erred in two respects: by ignoring the evidence of the intention of the parties regarding the meaning of “earnings” in section 4 of the Agreement and by addressing the fair market value of the Shares, which Prolink says was never an issue at the trial.
[47] Based on the foregoing analysis, I do not think that the trial judge erred in addressing the fair market value of the Shares on May 7, 2009. To the contrary, I conclude that the trial judge erred in failing to re-open the trial to adduce further evidence to permit a determination of the fair market value of the Shares at May 7, 2009, given the parties’ failure to address this issue at trial.
[48] In addition, for the reasons stated above, I do not consider that the Appellant’s ground of appeal based on the trial judge’s alleged failure to interpret correctly section 4 of the Agreement has any merit. Section 4 of the Agreement was not applicable on its own terms, and there was no agreement between the parties that the concept of fair market value in that provision would govern the determination of the fair market value of the Shares during the Startup Period. Indeed, there was no agreement whatsoever between the parties as to the concept of fair market value. As set out above, I am of the view that the trial judge erred to the extent that he considered this provision of the Agreement to be relevant to his determination. For this reason, it is not necessary to address the extrinsic evidence upon which the Appellant relies or the Respondents’ argument that the language of section 4 is clear on its face. Such extrinsic evidence is therefore neither admissible nor relevant.
[49] Accordingly, notwithstanding rejection of these grounds of appeal, the appeal should be granted to the extent contemplated herein and the quantification of the Appellant’s damages in respect of the Shares should be remitted to the trial judge for a determination. For the reasons set out above, such a determination should be based on further submissions and perhaps evidence from the parties regarding the fair market value of the Shares on May 7, 2009, subject to any agreement on the valuation exercise that the parties may reach hereafter.
Appeal of the Costs Award of the Trial Judge
[50] The Appellant also appeals the costs award of the trial judge in this matter which was also included in the Order. The trial judge declined to award costs for the trial for the reasons set out in paragraph 17 of his further decision dated August 28, 2014: see Prolink Broker Network Inc. v. Jaitley et al., 2014 ONSC 4993. Given the Appellant’s success on this appeal and the need for a re-hearing on the issue of damages, the matter of costs of the action should also be re-visited by the trial judge after making his determination on the issue of damages.
Conclusions
[51] Based on the foregoing, the appeal of the Order is granted in respect of the amount awarded for damages in respect of the Shares. The issue of such damages is therefore remitted to the trial judge for a determination in accordance with the principles set out in these Reasons. Given that the Appellant was substantially successful in the result, costs are payable by the Respondents in the amount of $9,000 on an all-inclusive basis.
___________________________ Wilton-Siegel J.
___________________________ Swinton J.
Sachs J.
Released: November 24, 2015
CITATION: Prolink Broker Network Inc. v. Rakesh (Rick) Jaitley, 2015 ONSC 6484
DIVISIONAL COURT FILE NO.: 480-13
DATE: 20151124
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
Swinton, Sachs and Wilton-Siegel JJ.
BETWEEN:
PROLINK BROKER NETWORK INC.
Plaintiff/Appellant
– and –
RAKESH (RICK) JAITLEY, MY INSURANCE BROKER CORP. and MY INSURANCE BROKER CANADA CORP.
Defendant/Respondents
REASONS FOR JUDGMENT
Wilton-Siegel J.
Released: November 24, 2015