Court of Appeal for Ontario

CITATION: 12563789 Canada Inc. v. Tiki Tours International Corp., 2026 ONCA 269

DATE: 20260414

DOCKET: COA-25-CV-0547

BEFORE: Huscroft, George and Wilson JJ.A.

BETWEEN

12563789 Canada Inc., Amanda Mazzotta and Guy Patric Charrier

Plaintiffs (Respondents)

and

Tiki Tours International Corp., Michael Karpishka and Gabriela Hernandez Saucedo

Defendants (Appellants)

COUNSEL:

Joseph W.L. Griffiths, for the appellants

Ruzbeh Hosseini and Salma Kebeich, for the respondents

HEARD: April 9, 2026

On appeal from the judgment of Justice Paul B. Schabas of the Superior Court of Justice, dated March 25, 2025, with reasons reported at 2025 ONSC 1846.

REASONS FOR DECISION

[1] The appellants appeal the judgment declaring the respondent, 12563789 Canada Inc., as sole owner of two boats, and awarding the respondents damages for breach of fiduciary duty and defamation as well as punitive damages. The appellants also appeal the trial judge’s decision to dismiss their counterclaim, as well as the award of costs, including an award of substantial indemnity costs for an earlier motion. At the conclusion of the appellants’ oral argument, we dismissed the appeal with reasons to follow. These are our reasons.

[2] The trial judge did not, as the appellants argue, isolate a single document when determining who owned the boats. He carefully considered all of the evidence - including evidence about the parties’ relationship, the signed Letter of Intent, the minutes of a July 2021 meeting, and correspondence between the parties after a draft agreement had been circulated - and reasonably concluded that there was a contract for the sale of the two boats but no agreement on the essential terms of a joint venture.

[3] Similarly, the trial judge did not err in his fiduciary law analysis or in his finding that the appellants defamed the respondents. Nor did he err in rejecting the appellants’ defences.

[4] We do not accept the appellant’s argument that the trial judge erred in awarding damages, including punitive damages. The trial judge clearly set out the conduct warranting punitive damages, and applied the correct legal principles to determine the appropriate award for both compensatory and punitive damages. The trial judge did not, as the appellants submit, punish the same conduct twice in his award of damages.

[5] The judge hearing the motion for an interlocutory injunction reserved the costs to the trial judge. We see no reason to interfere with the trial judge’s exercise of discretion in awarding elevated costs for this motion that the respondents were forced to bring after the appellants attempted to disrupt their business operations.

[6] Lastly, with respect to the counterclaim, the trial judge addressed the appellant’s assertion that there was a joint business venture. As noted above, he found that there was no such agreement. That being the case, and after finding that the respondents had paid for the boats pursuant to an invoice prepared by the appellants, there was no need to address the counterclaim separately.

[7] The appeal is dismissed.

[8] Costs are payable by the appellants in the all-inclusive amount of $17,000.

“Grant Huscroft J.A.”

“J. George J.A.”

“D.A. Wilson J.A.”