Court of Appeal for Ontario

Date: 2025-10-15

Docket: COA-25-CV-0215

Judges: Huscroft, Copeland and Rahman JJ.A.

Between

OW Technologies, LLC and OW International, LLC Plaintiffs (Respondents)

and

OTO Coach Inc. Defendant (Appellant)

Counsel

Peter Leigh, for the appellant

Cameron Wetmore, for the respondents

Heard: October 14, 2025

On appeal from: the order of Justice Jane O. Dietrich of the Superior Court of Justice dated December 11, 2024, with reasons reported at 2024 ONSC 6917.

Reasons for Decision

[1] This is an appeal from the decision of the motion judge dismissing the appellant's motion to dismiss or stay the respondents' claim, arising out of the appellant's failure to make payments under a promissory note. Following the hearing, the appeal was dismissed with reasons to follow. These are our reasons.

[2] The appellant argues that the motion judge erred in finding that Delaware has no appropriate connection to the dispute and in concluding that Delaware is not the clearly more appropriate forum.

[3] We are satisfied that the motion judge made no such errors. She applied the test set out in Van Breda v. Village Resorts Ltd., 2012 SCC 17, [2012] 1 S.C.R. 572 and concluded that there was no appropriate connection between the promissory note dispute and Delaware. This conclusion was amply supported by the record, which established that the appellant is not domiciled in Delaware and does not carry on business in Delaware. The promissory note was not entered into in Delaware and the dispute does not relate to Delaware.

[4] The motion judge also noted that the factors under r. 17.02 (f) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194 do not point to Delaware having jurisdiction over the dispute and rejected the argument that the respondents had agreed to Delaware having jurisdiction as a result of a forum selection clause in the agreement of purchase and sale to which the promissory note relates. The agreement of purchase and sale and the promissory note were separate agreements and the respondents were not party to the former agreement. The fact that the promissory note referenced some of the defined terms in that agreement did not change the fact that the two were separate contracts. The motion judge concluded that, even if she was wrong and there was an appropriate connection with Delaware, Ontario was the preferable jurisdiction.

[5] We see no error that requires this court to intervene. As the motion judge found, this is essentially a dispute about an Ontario promissory note and it remains so, regardless of the Delaware action. Although there is some connection to Delaware, the Van Breda factors clearly point to Ontario jurisdiction.

[6] The appeal is dismissed with costs to the respondent in the agreed amount of $15,000, all inclusive.

Grant Huscroft J.A.

J. Copeland J.A.

M. Rahman J.A.