Court File and Parties

CITATION: Nazarinia Holdings Inc. v. 2049080 Ontario Inc., 2010 ONCA 739

DATE: 20101104

DOCKET: C51969

COURT OF APPEAL FOR ONTARIO

Rosenberg, MacPherson and LaForme JJ.A.

BETWEEN

Nazarinia Holdings Inc. and Reza Nazarinia

Plaintiffs (Appellants)

and

2049080 Ontario Inc., (d.b.a. JW Car Care), Joseph Wilson and Moira Wright

Defendants (Respondents)

R. Douglas Elliott and Javad Heydary and Nazik Nessan, for the appellant Reza Nazarinia

Eunice Machado, for the respondent Joseph Wilson

Heard: November 2, 2010

On appeal from the order of Justice G.R. Strathy of the Superior Court of Justice, dated March 25, 2010.

Endorsement

[1] The appellants appeal the decision of Strathy J. dated 25 March 2010 staying their action against the defendants on the ground that the dispute between the parties is subject to an arbitration clause contained in a franchise agreement made by the parties in June 2008.

[2] The appellants contend that the franchise agreement was void ab initio and, therefore, the arbitration clause is not triggered.

[3] We disagree. This argument was not raised before the motion judge. Moreover, the substance of the appellant’s submission on this issue – that there was an existing franchisee for British Columbia thus rendering impossible the appellant as a potential franchisee – is undercut by the documents surrounding the negotiations between the parties which clearly establish that the appellant was aware of the existing B.C. franchisee and was either going to replace him or, possibly, become a franchisee in Alberta.

[4] On all of the other issues raised by the appellant, we agree with the motion judge’s reasoning and conclusions. In particular, we agree with his conclusion that “[t]he arbitration agreement is very broad and a clear indication that the parties intended that their disputes, including disputes as to the validity of the Franchise Agreement itself, should be heard by an arbitrator and not by the courts.”

[5] The appeal is dismissed. The respondents are entitled to their costs of the appeal fixed at $9000 inclusive of disbursements and applicable taxes.

“M. Rosenberg J.A.”

“J. C. MacPherson J.A.”

“H.S. LaForme J.A.”