ONTARIO
SUPERIOR COURT OF JUSTICE
Court File No.: C-519-09
Date: 2013-07-31
BETWEEN:
Logikor Inc.
Plaintiff
– and –
Bessey Tools Inc., Bessey Tools Ltd. and
Bessey Tool GmbH & Co. KG., all of which
Corporations carry on business as Bessey
Tools North America
Respondents
Brian R. Law, for the Plaintiff
Ronald F.B. Woynarski, for the Respondents
HEARD: September 19, 20, 21, 24, 25 and 26, 2012 and January 14, 15 and 16, 2013
The Honourable Mr. Justice Patrick J. Flynn
reasons for JUDGMENT
[1] The Plaintiff claims damages against all of the Defendants in the amount of $2,000,000 for breach of contract and/or breach of fiduciary duty, as well as an additional $1,000,000 for punitive exemplary and/or aggravated damages.
[2] The Plaintiff, Logikor Inc. (Logikor), is a Canadian company with its office in the City of Cambridge, Ontario.
[3] It provides planning and organizational services to its customers in respect of shipping and logistics. Actual transportation of the customer’s goods is provided by subcontractors to Logikor known as Interliner Providers (IP).
[4] At all material times, Darryl King was and remains the President of Logikor.
[5] Bessey Tools Ltd. (Bessey Canada) is incorporated under the laws of the Province of Ontario. It too has its offices in the City of Cambridge.
[6] Bessey Tools Inc. (Bessey U.S.) is incorporated under the laws of the State of New York and has a facility there.
[7] Bessey Tool GmbH & Co. KG. (Bessey Germany) is the German parent company of the sister companies, Bessey Canada and Bessey U.S. Its offices are in Germany.
[8] Until 2009, Mark Morrison was employed by Bessey Canada and was its supply chain manager.
[9] Mr. King and Mr. Morrison, before the events that are the subject of these proceedings, knew each other and worked together at another freight company.
[10] The Plaintiff had an ongoing relationship with both Bessey Canada and Bessey U.S. and handled the vast bulk of their transportation needs up to and including 2006.
[11] This dispute concerns a “contract” for the arrangement of transportation and third party logistics services, drafted by Mr. King and executed by him and by Mark Morrison at the end of January 2007.
[12] The Plaintiff insists that the agreement is a contract by which the Defendants give to the Plaintiff exclusive right in all transportation and third party logistics management services required by all the Defendants in North America for a period of four years from January 30, 2007 through to January 29, 2011.
[13] The Plaintiff complains that the Defendants breached this contract by giving their transportation service work to other providers and that the Plaintiff only discovered this at about the time in January 2009 that Mr. Morrison left Bessey Canada’s employ.
[14] So, the Plaintiff’s claim is for the losses it says it incurred in not being the exclusive service provider to the Defendants for about the last three years of the contract.
[15] The Plaintiff now concedes that it has no claim in damages against Bessey Germany and it has abandoned its claim for breach of fiduciary duty. As well, the Plaintiff is wisely not relying on the grossly oppressive penalty clauses for early termination of the contract by the Defendants set out in Article 15 of the alleged contract. Nor has it established any basis for the punitive or aggravated damages it originally claimed.
[16] I find as a fact that during 2007, the Plaintiff handled approximately 99% of the less than truck load (LTL) logistics needs of the North American Bessey sister companies.
[17] I also find that the Defendants began using other carriers in January 2008, including IP carriers that had been subcontractors to Logikor, without telling Logikor.
[18] It is also a fact that the Defendants, after January 2008, increased their reliance on courier delivery of Bessey parts. The interesting thing about that fact is that at the time of the making of this alleged contract and throughout the period before it complained about its breach, Logikor had no method of dealing with courier shipments. And Mr. King testified that an unwritten part of the contract was that the Plaintiff would not require exclusivity with respect to courier shipments. However, once the Statement of Claim was issued, all bets were off and the Logikor claim includes losses incurred because of the courier shipments.
[19] The Defendants’ position is this:
Mr. Morrison did not have the actual, apparent or ostensible authority to bind the Defendants to the purported contract. Moreover, the purported contract is so unusual and out of the ordinary, that the Plaintiff had a duty to investigate whether or not Morrison had the authority required to bind the Defendants.
Even if Morrison had the authority to bind the Defendants, the purported contract is not a contract. It lacks the essential legal requirements for a binding contract. Price is an essential term of a contract for services. This purported contract does not contain a price or pricing formula nor any agreement as to price. There was no consensus ad idem at all on this most essential element of a commercial contract. Mr. King testified that the contract was not about price and that price was not an element of this contract. Moreover, the Plaintiff took the position that it did not guarantee its prices and that it could determine at will the price that it would charge the Defendants.
The purported contract is vague and not capable of being given a reasonably certain meaning. At trial, the Plaintiff attempted to rely on parole evidence to imply additional terms into the purported contract. But no implied terms can be inconsistent with or contrary to the express written terms of a contract.
The purported contract also fails for lack of consideration. Pursuant to the terms of the purported contract, the Plaintiff could determine the services, if any, that it provided and the price that it charged for these services. The Plaintiff could terminate the purported contract at any time without penalty. On the other hand, the purported contract requires the Defendants to use the Plaintiff exclusively for a four year term, for all of their North American shipping needs. Failure to pay the Plaintiff for any services rendered would result in a breach of the purported contract and this would trigger significant financial penalties against the Defendants. Unlike the Plaintiff, the Defendants could not terminate the contract at any time without penalty. In other words, the purported contract is totally one sided and unreasonable and there is no consideration on the face of the contract or otherwise flowing from the Plaintiff to the Defendants.
If the purported contract is valid, the Plaintiff waived its ability to rely upon the terms. From the date the purported contract was signed, both parties were fully aware that the Defendants were managing their own courier shipments, even though the purported contract calls for the Plaintiff to be the exclusive North American shipping provider.
The purported contract was drafted by Mr. King, President of the Plaintiff and hence the contra proferentem rule requires that any ambiguity must be construed against the Plaintiff.
Discussion
[20] In such a case, the contract must speak for itself and be interpreted in such a manner as would not result in a commercial absurdity. But, what has to be found is a consensus ad idem on the essential terms.
[21] Mr. King drafted the contract based on a template from a previous employer. He testified that he had some basic knowledge of contract law. But I fear that this contract is an example of the warning contained in Alexander Pope’s Essay on Man:
“A little learning is a dangerous thing.”
[22] The Plaintiff would fill in several gaps in this contract by parole evidence. Surprisingly, when it comes to damages, the Plaintiff doesn’t seem to want me to rely on Mr. King’s evidence that this contract is not about price, though he seemed adamant about that and clearly when one reviews the written contract there is no mention of price. The contract is appended to this ruling as Appendix A.
[23] I must agree with Mr. Woynarski that this nine day trial, full of confusing and conflicting evidence, was over a simple contract issue: Was there a contract?
[24] Much of the Plaintiff’s viva voce evidence to fill in the gaps in the purported contract contradicts what the contract actually says. I find that the contract is in many ways ambiguous and the contra proferentem rule is engaged so that it must be construed against the Plaintiff. One of the instances of ambiguity is found in paragraph 17, where the termination date is one of two dates: “any time” and “60 days”. Another is in paragraph 14 which requires the invoices be sent to the designated BTNA head office, an office that is never spelled out or ‘designated’.
[25] The contract purports to be between Bessey Tools North America (BTNA Group of Companies) and Logikor Dedicated Logistics, which I am told is merely a trade name for the Plaintiff. There is no corporate entity called Bessey Tools North America (BTNA Group of Companies).
[26] The signing page has Darryl King shown as President of Logikor Dedicated Logistics and Mark Morrison as Director Supply Chain for BTNA Group of Companies, a fictional entity. From the evidence at trial, it appears that Mr. Morrison may have been the supply chain manager for both Bessey Canada and Bessy U.S., but there is no credible evidence that he was ever a director or that he held that position with respect to the other corporations or related companies set out in Appendix A to the Agreement. In that Appendix, the head office locations for Bessey Tool U.S. and Bessey Tools Canada are reversed. As I said earlier, Mark Morrison was an employee only of Bessey Tools Canada and clearly had neither apparent or ostensible authority with respect to Bessey Tools Germany, the parent company and/or Bessey Tools U.S.
[27] Mr. Law asked me to treat the recitals set out on the first page of the contract as covenants, but provided no foundation for that position. And it would appear that all of the recitals are not recitals because Recital E specifically “covenants”. In my view, the Plaintiff can not rely on the recitals to ground any binding promises.
[28] So is this a contract?
[29] In any commercial contract, there must be a consensus ad idem on three ‘p’s’: the parties, the period and the price.
[30] Here there is no consensus ad idem on the parties. There is no BTNA corporate entity. That is not a party.
[31] While the Plaintiff claims that the contract is for four years, it is plain on the wording of paragraph 13 that it is “for a period of not less than 48 months, commencing on January 30, 2007 and ending on January 29, 2011”.
[32] Moreover, in paragraph 6 there are set out restrictive covenants requiring the BTNA Group of Companies not to solicit directly or indirectly or sell or serve or receive or award any business from any third party, trucking, transportation or logistic services from any person, firm, or corporation listed on Appendix B, etc. during the period of time the BTNA Group of Companies has contracted Logikor Dedicated Logistics to perform services and for a period of one year after the termination of such relationship (the restricted term). So this part of the contract would seem to have a five year lifespan.
[33] The document is signed by Logikor on the 29th of January 2007 and by Mr. Morrison on the 31st of January 2007.
[34] Finally, there is the issue of price. When reading a commercial contract, the reader must be able to ascertain what is going to be charged; that is the price must be ascertained or ascertainable. There must be a specific price or a specific pricing formula. And both sides must know what it is. The evidence at trial satisfied me that the Defendants did not know what it was while for the Plaintiff price was a moving target.
[35] After Morrison had left and when Logikor was trying to enforce the terms of its purported contract, Mr. King and Mr. Maw met with Mr. Jeremy Smowton, the Vice President Finance of Bessey Tools Canada.
[36] At that meeting, Mr. Smowton asked for the pricing formula but the Plaintiff refused to give him that information.
[37] One wonders how a party can be bound to a contract with a price that can’t be calculated or even checked. There is no reference in the contract at all to any standard or market rate.
[38] Whether a price is ascertained or ascertainable is an objective test, but in this purported contract, the only reference at all to anything like price is found in Recital C where Logikor is said to be in the business of reviewing and auditing shipping services to assist the BTNA Group of Companies in obtaining those services “at the lowest reasonable rates”.
[39] I find it most interesting that Logikor doesn’t have any documentation at all as to how the price was determined.
[40] In my view, the parties are not ad idem on the parties, the period or the price.
[41] Moreover, the Defendants say the contract fails for lack of consideration.
[42] One has to look to the contract itself for consideration.
[43] What benefit did the Defendants get by signing this contract? At the time the contract was signed, nothing really changed in the relationship between the parties. The Plaintiff had well over 90% of the logistics business of Bessey Canada and Bessey U.S. before it was signed. The contract doesn’t show any consideration whatsoever flowing to the Defendants and the plain reading of the contract shows that it is entirely lopsided in favour of the Plaintiff.
[44] It is not an enforceable contract.
[45] Could Morrison bind these Defendants?
[46] It is clear from the evidence of Jeremy Smowton, Vice President Finance of Bessey Tools Ltd., that Morrison never had signing authority for Bessey Canada, for Bessey U.S., or for Bessey Germany. There is no evidence at all with respect to Gros Stabil Inc. or Thuro Metal Products. It is also clear, on the evidence of Mr. Smowton, that Mr. Morrison never signed any other “contracts” for any of the Defendants. Only Smowton had signing authority for Bessey Canada, while either Hugh McKeown, President of Bessey Canada and Bessey U.S. or Walter Moertle, in Germany, could sign for the other companies.
[47] So if Morrison did not have actual authority, has the Plaintiff shown, on balance, that he had ostensible authority?
[48] Or was this “contract” simply some kind of unsanctioned arrangement between friends who agreed on the fly to seal some kind of deal in writing? Because Morrison did not testify, this court cannot answer that.
[49] However, Mr. Smowton first saw the “contract” in February 2009, after Morrison left, when Mr. Maw showed it to him and demanded compliance and what ensued was the discussion about pricing. A copy of the contract was never found in Mark Morrison’s office or anywhere else on any of the Defendant’s premises and Mark Morrison had never showed Mr. Smowton this contract before.
[50] No one in the Defendant, Bessey Canada, knew of the existence of this contract, other than Mr. Morrison. There was no exchange of correspondence between the Plaintiff and any of the Defendants with respect to the existence of this contract nor was there any other internal reference in the productions or disclosure of the Plaintiff Corporation that evidenced the existence of the contract.
[51] I find that other than the Plaintiff, only Mark Morrison knew of the existence of this document until he left in January 2009.
[52] Moreover, the business of the parties carried on as before and as if “the contract” did not exist.
[53] fSo was there a contract? All the evidence shows that Mark Morrison did not have actual authority to enter into the purported contract on behalf of the Defendants. He was only employed by Bessey Canada, not the other Defendants. There is no evidence that any representation was made by any of the Defendants to the Plaintiff representing that Mark Morrison had the authority on their behalf to enter into a contract of the kind sought to be enforced by the Plaintiff.
[54] On at least one occasion, the Plaintiff’s Darryl King dealt with Bessey Canada’s Jeremy Smowton in such a way as to make the Plaintiff understand that signing authority rested with him for a new lease that Mr. King was trying to help Bessey Canada negotiate and not with Mr. Morrison.
[55] In the Fall of 2006, the Plaintiff introduced the Defendants to LEI and recommended that Bessey Canada use LEI as its Canadian custom broker. LEI required Bessey Canada to provide it with signed Powers of Attorney and routing documents. Mark Morrison did not have the authority to sign these documents, which were signed by Jeremy Smowton and Bessey Canada’s President, McKeown.
[56] Moreover, Jeremy Smowton testified that in late 2006, it was well known that Bessey Canada was without a President and that no major decisions were being made.
[57] Where the evidence of Jeremy Smowton differs in any way with that of Darryl King, I prefer his clear recollection on these matters. I found Mr. King’s evidence at times unwieldy and sometimes evasive.
[58] I find that Mark Morrison did not have the actual authority to enter into the purported contract on behalf of the Defendants. At no time was it represented to the Plaintiff that Mark Morrison had signing authority for the Defendants and no contracts were signed by Mark Morrison on behalf of the Defendants either leading up to the purported contract or indeed following the signing of that contract.
[59] I find that the contract came into existence because of the personal relationship between Mr. King and Mr. Morrison and was kept between them for just the occasion upon which it was sprung.
[60] Mark Morrison was never an employee of Bessey Germany and had no authority to bind that corporation. The Plaintiff was trying to establish a partnership or relationship with Bessey Germany to handle Bessey Germany’s shipping but those discussions occurred between Darryl King and employees of Bessey Germany, not Mark Morrison.
[61] The purported contract was so unusual or out of the ordinary that it imposed a duty on the Plaintiff to inquire as to whether Mark Morrison had authority to bind the Defendants. That inquiry would also be necessary to determine whether or not the purported agent had previously entered into similar transactions on behalf of its principles. And here, the evidence is that Mr. Morrison had done none of that. It would be unusual in the extreme for an employee of one company (Bessey Canada) to be able to bind at least seven distinct corporate entities.
[62] While the Defendants issued formal written Notices announcing that LEI was being retained as their Canadian customs broker and that they had entered into a strategic alliance with the Plaintiff, no announcement of that kind was made regarding this purported contract.
[63] Prior to the making of this purported contract, there was no evidence of any agreement between the parties regarding issues such as confidential information and employee solicitation. The purported contract purports to create a detailed extensive agreement between the parties regarding these and other issues. In fact, on a plain reading of the document, one would think that the business of confidential information was at its core.
[64] In short, I find that Mark Morrison had no actual, apparent or ostensible authority to bind the Defendants to the contract.
[65] Paragraph 6 provides for a “restricted term” for one year following the termination of the contract. This by any other name is a restrictive covenant and the legal requirement is that there be separate consideration flowing. There is none.
[66] The purported contract is unambiguous in some parts and ambiguous in others. But there is no legal justification to imply terms into the purported contract nor is there any legal basis to admit parole evidence as to the subjective intentions of the parties at the time of entering into the contract, especially when much of the parole evidence would actually contradict the wording on the contract.
[67] Mr. King testified that Recital A was a forward looking statement intended to mean that once the contract was signed the parties had a contractual relationship. But, the recital is clearly in the present tense and describes a state of affairs that did not exist. At the time of the making of this document, Logikor Dedicated Logistics was not the exclusive transportation distribution and shipping agent of Bessey Tools North America, although it handled the vast bulk of the Bessey sisters’ logistic needs.
[68] Mr. King agreed that on the strict wording of the purported contract, the Plaintiff was to handle all methods of shipping, including courier. But, he also testified there was an implied agreement that the Plaintiff would not handle courier shipments until it was able to develop a method for doing so. It never did develope that method. Mr. Maw also testified that certain “show” orders were excluded from the purported contract.
[69] Darryl King testified that the purported contract does not mention pricing specifically. In fact, he testified that it was not about price, that price was not an element of the contract. In the Plaintiff’s Reply and Defence to Counterclaim, there is a pleading that there was no agreement between the parties as to price for Canadian, Domestic, LTL shipments. But, in the course of his evidence, Mr. King stated it was an implied term that pricing for U.S. LTL shipments would be either (a) proprietary and confidential; (b) based on a 2005 tariff; (c) based on the 2005 rates charged by two carriers; (d) based on an 80/20 formula tied to carrier rates in 2005; (e) based on varying formula between 80/20, then 90/10, then a flat rate per shipment; (f) reasonable; (g) based on a 30% mark-up of its IP costs. This smacks of being some kind of shell game.
[70] He testified that on the strict wording of the contract, the Plaintiff was able to set whatever price it wanted and that if the Defendants didn’t pay that price within 30 days, they were in breach of the contract. Mr. King also testified that the Plaintiff made no representations to the Defendants as to the basis on which it would set its prices. He testified there was nothing in writing to document how price was determined. No e-mails or documents explaining how pricing was determined were ever produced by the Plaintiff. This completely flies in the face of any pretence that this was a proper commercial arrangement between two independent and willing parties.
[71] The purported contract was lopsided. Paragraph 11 of that contract states that the Plaintiff can at any time and in its sole discretion amend the appendices attached to the purported contract. That contract does not contain any restrictions on the Plaintiff’s right or ability to amend the appendices, including Appendix B, which contains a list of service providers with whom the Defendants are prohibited from contracting.
[72] Mr. King testified that the intent of the contract was that the Plaintiff could only add service providers to Appendix B with which it contracted for on behalf of the Defendants, something which the contract doesn’t say.
[73] Paragraph 17 of the contract stated that “Logikor Dedicated Logistcs may terminate this Agreement at any time in writing without penalty ...”, but Mr. King, probably in the cold realization of just how lopsided the written contract was, testified that the intent of this clause was that if Logikor wished to terminate the purported contract, it had to provide the Defendants with 60 days notice.
[74] While Mr. King testified that it was not the intention of the parties for the purported contract to be punitive, paragraph 14 states that if the Defendant failed to pay an invoice on time, there would be an “interest penalty equivalent to 18.5% per annum” and paragraph 15 states that if the Defendants terminated the contract before its term expired, the Defendants would incur “penalties for early termination”.
[75] After Morrison had left, Mr. King informed the Defendants that Logikor would determine the carrier/method/price of shipping the goods and Mr. King testified that he agreed in March 2009 that the Plaintiff was demanding that the Defendants adhere to the strict wording of the purported contract and that the “exceptions” of the purported contract no longer applied.
[76] Is it any wonder that the parties were not ad idem on these matters?
[77] The Defendants are the only party with any obligation under the purported contract. The Plaintiff has no obligations, mutual or otherwise, under the contract. In fact, the Plaintiff could not breach the contract. It is simply the case that the Defendants did not receive any consideration. There was no change in the services that the Plaintiff provided to the Defendants after the contract was entered into.
[78] Price is an essential term of a contract for services. The purported contract does not contain an express term setting out price, nor does it provide a formula by which price can be objectively determined.
[79] The statement that the Plaintiff is in the business of “obtaining such services at the lowest reasonable rates” is not sufficient to determine price. Moreover, the Plaintiff never tendered any evidence to prove that the rates that it did charge the Defendants were “the lowest reasonable rates”, whatever that means. Mr. King’s evidence is consistent with the express terms of the purported contract in that there was no agreement on price and that the Plaintiff could charge the Defendants whatever it wanted to.
[80] As of March 2009, the Plaintiff’s position was that pricing was “proprietary and very dependent” on service type, resource type, total weight cube, degree of difficulty, etc.
[81] It is undisputed that the Plaintiff did not disclose a pricing formula until January 2012 and that formula was subsequently amended after the Defendants, Bessey Canada and Bessey U.S. issued their counterclaim.
[82] It is simply not possible for the Defendants to be bound by implied terms of which they are not informed. And there can be no meeting of the minds regarding the issue of price if the Plaintiff refused to disclose anything regarding price until after the litigation commenced.
[83] I agree with Mr. Woynarski that as soon as Mr. King testified that this contract was not about price, the Plaintiff’s case collapsed.
[84] So, the contract fails, not only because it’s lopsided and void for uncertainty, but because it is without consideration.
[85] This is a classic case calling on the use of the contra proferetem rule. The contract itself contains several ambiguities and/or contradictions and the language of the contract must be construed against the Plaintiff because Mr. King was its author.
Conclusion
[86] To summarize:
(i) Mr. Morrison did not have the actual, apparent or ostensible authority to bind the Defendants to the purported contract;
(ii) there is no contract:
(a) the document lacks the essential legal requirements for a binding contract;
(b) there is no consensus ad idem on
A) the parties;
B) the period; or
C) the price
price is an essential term of a contract for services and this document contains no ascertained or ascertainable price.
(iii) the “contract” is void for uncertainty and parole evidence cannot be used to fill in the gaps, especially where the parole evidence contradicts the plain wording;
(iv) the “contract” fails for lack of consideration;
(v) because Mr. King drafted the document with no input from the Defendants, the contra proferentem rule requires that any ambiguities must be continued against the Plaintiff.
[87] For these reasons, the Plaintiff’s claim must fail.
[88] As to damages, I accept, without reservation the criticism and conclusions of Wayne B. Rudson with respect to the BDO Report. The BDO Report does not comply with Rule 53.03(2.1) in that the expert (Hehl) does not opine as to a specific figure within his range of alleged losses of $540,000 to $670,000.
[89] Moreover, the BDO range of alleged losses is significantly overstated. It is based on excessive revenue projection and a gross margin inconsistent with historical results. As well, the BDO report makes other significant errors in the selection of a pricing model – never explained by Mr. King to Mr. Hehl, the mark-up overcharges, and the IP expenses.
[90] Nor does the BDO Report “discount” or “present value” projected future results. Neither does it consider mitigation.
[91] In short, the BDO opinion is of absolutely no value or assistance in determining damages.
[92] The Plaintiff’s expert, Mr. Hehl, based his opinion on damages on improper assumptions especially as to the courier use by the Defendants and whether or not there ought to be a discount factor at all. I would find that Mr. Hehl’s evidence was unhelpful and that the assumptions were neither proved nor supportable. Moreover, Mr. Hehl vigorously dodged the question of what the discount ought to be. I would reject his opinion out of hand.
[93] It came out in the evidence of Mr. King that he never did explain his pricing formula to his own expert, so query how the expert could calculate what the damages ought to be.
[94] While the Rudson Opinion Report is not without some concerns, I prefer Mr. Rudson’s evidence and accept his conclusion as to damages based on his Scenario 1:
“There was no binding contract that required Bessey to use Logikor for freight shipments.”
[95] In this scenario, he opines that the damages amount to $ nil.
[96] If I am wrong in coming to this conclusion, I am satisfied that under Scenario 2 (there was a binding agreement that required Bessey to use Logikor for freight shipments at competitive market prices) the present value of the damages suffered by Logikor amounts to $20,000 as at January 1, 2008.
Conclusion
[97] The Plaintiff’s claim is dismissed.
[98] I do agree with the Plaintiff that there was no evidence adduced at the trial on which I can rely to ground the counterclaim. Accordingly, the counterclaim must also be dismissed.
Costs
[99] I will fix the costs of this action after receiving and reviewing the parties’ written submissions in accordance with these directions:
(a) on or before August 30, 2013, the Defendants shall serve and deliver to me at my Kitchener Chambers its Form 57-B Costs Outline, augmented by no more than four double-spaced pages, together with its Bill of Costs and any relevant Offer(s) to Settle; and
(b) on or before September 20, 2013, the Plaintiff’s shall serve and deliver to me at my Kitchener Chambers their Form 57-B Costs Outline, augmented by no more than four double-spaced pages, together with their Bill of Costs and any relevant Offer(s) to Settlle.
P. J. Flynn J.
Released: July 31, 2013
COURT FILE NO.: C-519-09
DATE: 2013-07-31
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Logikor Inc.
Plaintiff
– and –
Bessey Tools Inc., Bessey Tools Ltd. and
Bessey Tool GmbH & Co. KG., all of which
Corporations carry on business as
Bessey Tools North America
Defendants
REASONS FOR judgment
P. J. Flynn J.
Released: July 31, 2013
/lr