ONTARIO
SUPERIOR COURT OF JUSTICE
COURT FILE NO.: CV-13-493059
DATE: 20140313
BETWEEN:
ANC BUSINESS SOLUTIONS INC. and SCOTT HUA
Applicants
– and –
VIRTUALINK CANADA LTD. and VIRTUALINK PROPERTIES INC.
Respondents
Steven Goldman and Jonathan Mesiano-Crookston, for the Applicants
Jordan Druxerman, for the Respondents
HEARD: March 10, 2014
PERELL, J.
REASONS FOR DECISION
A. INTRODUCTION
[1] The Applicant Scott Hua is the principal of the Applicant ANC Business Solutions Inc. (“ANC”), which was a franchisee of the Respondents Virtualink Canada Ltd. and Virtualink Properties Inc. (collectively the Franchisor). The Applicants submit that its franchise was unlawfully terminated in breach of contract and in breach of s. 3 of the Arthur Wishart Act (Franchise Disclosure), 2000.[^1] The Applicants seek reinstatement and damages. In the alternative, they seek relief from forfeiture.
[2] For the reasons that follow, I conclude that the Franchisor wrongfully terminated the franchise and that ANC should be immediately reinstated as franchisee. I further order that ANC should be allowed to re-enter its subleased premises and resume its franchise’s business operations.
[3] I direct a trial with respect to: (a) whether ANC has a claim that there has been a breach of the Arthur Wishart Act (Franchise Disclosure), 2000; (b) whether the Franchisor may require ANC to operate with a new Cloud-based phone message system; and (c) an assessment of damages for the wrongful termination of the Franchise Agreement.
[4] I decline ANC’s request that the court order that until such time as damages are assessed, it be relieved of the obligation to pay royalties or ad payments or to pay the monthly charge for the newly installed phone system. These matters will have to be adjudicated as part of the trial. In the meantime, ANC will be subject to the terms of the Franchise Agreement, including the newly imposed obligation to pay for the new Cloud-based phone message system. (I make no finding whether this was a change that was provided for under the Franchise Agreement.)
[5] Because of my decision that there has been a wrongful termination, it is not necessary to grant relief from forfeiture. However, because the point was fully argued, I hold that had I not ordered reinstatement, I would have in the circumstances of this case, granted relief from forfeiture.
B. FACTUAL BACKGROUND
[6] Scott Hua is the sole officer and director of ANC.
[7] Virtualink is a franchisor of executive office suites under the brand “Intelligent Office”. The business involves renting office suites and providing office support services. Brian Monteith is the sole officer and director of Virtualink.
[8] In the spring of 2010, ANC entered into a Franchise Agreement, a sublease, and a Software Installation, Integration and Maintenance Agreement (“Software Agreement”) with the Franchisor for an Intelligent Office franchise at Suite 200, 100 Consilium Place, Toronto, Ontario. All the agreements are dated April 22, 2010.
[9] ANC invested more than a million dollars for the franchise, including paying a $60,000 franchise fee and the cost of leasehold improvements of approximately $500,000. It provided a $300,000 irrevocable Letter of Credit from the Bank of Montreal in favour of the Head Landlord that is secured by a $200,000 GIC. It currently owes the Bank of Montreal in excess of $300,000 for a small business loan and an operating line of credit. It owes the BDC Bank $30,000.
[10] Section 18 of the Franchise Agreement, deals with “Default and Termination” and provides for termination of the franchise after thirty days’ notice to cure a default with the possibility of an extension. Section 18.2 states:
18.2 Termination by Franchisor – Thirty Days’ Notice
The Franchisor shall have the right to terminate this Agreement, effective upon 30 days written notice to the Franchisee… and fails to cure the default during such 30 day period. In that event, this Agreement will terminate without further notice to the Franchisee, effective upon expiration of the 30 day period. Defaults shall include, but not be limited to, the following:
a. Failure to Maintain Standards. The Franchisee fails to maintain the then current operating procedures and adheres to the specifications and standards established by the Franchisor as set forth herein or in the Operations Manual or otherwise communicated to the Franchisee; …
Notwithstanding the foregoing, if the breach is curable, but is of a nature which cannot be cured within such 30 day period and the Franchisee has commenced and is continuing to make good faith efforts to cure the breach during such 30 day period, the Franchisee shall be given an additional reasonable period of time to cure the same, and this Agreement shall not automatically terminate without written notice from the Franchisor.
[11] Mr. Hua signed a “Guaranty and Assumption of Franchisee’s Obligations Agreement”. He signed the sublease as guarantor. He granted a $100,000 mortgage on his home as security for the irrevocable Letter of Credit.
[12] Under the Franchise Agreement, ANC was required to purchase a technology system at a cost of in excess of $80,000.00. The system included phones and a voicemail system. The technology was based on (a) local computer server(s).
[13] The Software Agreement has a provision for termination for default. Sections 3.2 and 3.3 provided for a ten day notice period but provided for excusable delays in affecting repairs. Sections 3.2 and 3.3 states:
3.2. Excusable Delay: Either party shall be excused from delays in performing or from its failure to perform to the extent that such delays or failures result from causes beyond the reasonable control of such party, including delays caused by unavailability, or delays in preparation or shipment.
3.3 Termination: The software agreement may be terminated by either party in the event of a default by the other party including any failure to provide services; provided that written notice be provided to the party in breach containing a right to cure within 10 days of receiving such written notice and the party in breach fails to cure such breach within 10 days.
[14] After investing around $1 million, ANC opened for business in early 2011. By the fall of 2013, its monthly revenues had grown to approximately $45,000 per month, which meant that the business was just beginning to be profitable.
[15] After opening the business in 2011, Mr. Hua’s relationship with Mr. Monteith and ANC’s relationship with the franchisee were turbulent, and in June 2012, the Franchisor terminated the franchise, but on July 10th, 2012, pursuant to a written Settlement Agreement, the Franchisor agreed to rescind the Notice of Termination with the result that the Franchise Agreement and sublease were put back in force.
[16] The Settlement Agreement was set out in a letter dated July 10, 2012. For the purposes of the Application now before the court, the terms of this Agreement are particularly important. The Franchisor relies on the Settlement Agreement as varying the terms of the Franchise Agreement and as authorizing its subsequent termination of ANC’s franchise.
[17] The Settlement Agreement stated, with my emphasis added:
Re: Intelligent Office Franchise
As you are aware, ANC Business Solutions Inc. (the “Franchisee”) … entered into a franchise agreement with Virtualink Canada Ltd. (the “Franchisor”) which governs the operation of the Business. Additionally, the Franchisee has entered into a sublease … with Virtualink Properties Inc. (the “Tenant”), an affiliate of the Franchisor, for the premises at which the Business is operating (the “Sublease”). Pursuant to a letter from us to you dated June 28, 2012, the Franchise Agreement was terminated due to your failure to pay amounts owing under the Franchise Agreement, as set out in our letter of April 22, 2012.
Further to our discussions with you, we are willing to retract our notice of termination and to settle the amounts owing and other matters as follows:
The Franchisor agrees to the following points in settlement:
The Franchisor is prepared to issue credit notes for ….
The Franchisor will retract the notice issued on June 28, 2012 terminating the Franchise Agreement.
Moving forward, the Franchisor will waive system wide marketing fees … for the months of …
The Franchisor and VLP will postpone collection of rent arrears … until …
Effective the date of this letter agreement ANC Business Solutions Limited will agree as follows:
To pay July’s rent to the Head Landlord …
To continue to pay the contractually agreed rent … and to operate under the terms stipulated under the Sublease Agreement.
To pay the 1% royalties due to Intelligent Office LLC on a monthly basis commencing July 10th, 2012.
To operate the Scarborough location in accordance with the Franchise Agreement and agree to accept the assistance that a Sales Coordinator … until a full time sales co-ordinator is hired by the Scarborough location itself.
To retract the Notice of Rescission dated April 20th 2012.
Based upon the foregoing terms, the undersigned hereby retracts its letter to you dated June 28th, 2012, and the undersigned agrees to proceed as if such letter (and the notice provisions contained therein) was never delivered. Failure by you to agree to such terms, or to comply with any ongoing obligations after agreed by you, will mean that the Franchisor may immediately terminate the Franchise Agreement and related agreements upon notice to you. ….
[18] Notwithstanding the Settlement Agreement, the turbulent relationship between the parties continued, and a pattern developed of defaults, notices of termination, followed by late compliance with the terms of the Franchise Agreement and the sublease.
[19] On October 17, 2013, ANC had a technical malfunction in its voicemail system when the Nupoint server failed. ANC responded with temporary measures by answering the clients’ phones and by taking messages during the working day and by automatically forwarding calls to the clients’ cellphones after business hours.
[20] Meanwhile, ANC attempted to arrange for a repair to restore the voicemail system. Here the evidence becomes very contested.
[21] ANC’s version of the events after the system failure is that it was making efforts to repair the current system and that it was keeping the Franchisor informed by communicating with David Liss, who was the owner of E-Managed, which was an IT company that worked closely with the Franchisor. Mr. Hua says that Mr. Liss and E-Managed were unable to assist because it turned out that they were not authorized to make repairs. Moreover, ANC says that the Franchisor was stymieing its efforts to repair the current system and pressuring ANC to replace the system with new Cloud technology (off-site servers). Mr. Hua, however, was hesitant to install this new technology, which he felt was untested and risky. Instead, after several unsuccessful contacts with suppliers, Mr. Hua contacted Ceres Technology, the Colorado based firm that had originally installed the server, and asked for a quote and a commitment to repair or to replace the Nupoint voicemail server.
[22] The Franchisor’s version is that an operational voicemail system was a crucial part of its franchise system and that ANC did not respond to its urgent inquiries and entreaties to fix the problem. The Franchisor says that ANC was not being responsible or responsive. The Franchisor says that the approved technology supplier, E-Managed, was, at all material times, ready, willing and able to repair or replace the damaged hardware but E-Managed and Mr. Liss’ emails and telephone calls to the Applicants went unreturned. There was also a problem that ANC was not current with it accounts with E-Managed.
[23] I find that neither party’s version of what was happening to repair the voicemail system is accurate because both versions are coloured by the deteriorated relationship between Mr. Hua and Mr. Monteith and between the Franchisor and its franchisee, ANC. It appears that neither side was listening to the other.
[24] Without coloring the events with the subjective value judgments of Mr. Hua and Mr. Monteith, I find that the Franchisor urgently wanted the system repaired and was prepared to assist and that ANC urgently wanted to fix the current system and was attempting to do so. Mr. Hua did not want to switch to the Cloud system but was not required to do so. Neither side was prepared to recognize or acknowledge the efforts of the other.
[25] In any event, the system was not fixed several weeks after its breakdown, and on October 30, 2013, the Franchisor delivered a notice of default to ANC. The notice stated:
Re: Franchise Agreement dated April 22nd, 2010 (the “Franchise Agreement”) between Virtualink Canada Ltd. (the “Franchisor”), ANC Business Solutions (the “Franchisee”) and Scott Hua (the “Guarantor”) for an Intelligent Office franchise located at … (the “Leased Premises”)
NOTICE OF DEFAULT
TAKE NOTICE that you as Franchisee under the above-noted Franchise Agreement are in Default of the Franchise Agreement for the failure to comply with the Intelligent Office System and specifically by having and providing an approved voicemail solution.
We hereby give you Notice of Default under Section 18 of the Franchise Agreement and give you until Thursday, November 7, 2013 to cure such defaults. The Franchisor continues to be willing to assist you in resolving these matters, including by assisting you in transitioning into the IO Cloud system should you desire.
If you fail to cure such defaults by Thursday, November 7, 2013, the Franchisor intends to exercise all remedies available to it pursuant to the Franchise Agreement, or otherwise at law, including without limitation, terminating the Franchise Agreement, and holding you liable for all arrears and future damages as a result of the Franchisor losing the benefit of the Franchise Agreement over the unexpired term, as well as for all charges and expenses incurred by or on behalf of the Franchisor with respect to your default, including without limitation, all professional and legal fees on a full indemnity basis.
[26] ANC was trying to fix the breakdown of the phone mail system. On November 7, 2013, ANC received a quote from Ceres to replace and install the Nupoint server for $2,800.00.
[27] However, on the same day, the Franchisor terminated the franchise and the sublease for ANC’s failure to cure the default. On that date, the Franchisor sent ANC the following notice by registered mail:
Re: Franchise Agreement dated April 22nd, 2010 (the “Franchise Agreement”) between Virtualink Canada Ltd. (the “Franchisor”), ANC Business Solutions (the “Franchisee”) and Scott Hua (the “Guarantor”) for an Intelligent Office franchise located at … (the “Leased Premises”)
Sublease dated October 14, 2010 (the “Sublease”) between Virtualink Properties Ltd. (the “Sublandlord”, ANC Business Solutions (the “Tenant”) and Scott Hua (the “Guarantor”) for the Leased Premises.
NOTICE OF TERMINATION WITH IMMEDIATE EFFECT
TAKE NOTICE that you as Franchisee, under the above noted Franchise Agreement, are in default for the failure to comply with the Intelligent Office System, and specifically by having and providing an approved voicemail solution.
AND TAKE NOTICE THAT the Franchisor has issued a final Demand Letter stating that the defaults must be cured no later than Thursday, November 7, 2013.
AND TAKE NOTICE THAT as an approved voicemail solution has not been provided, your Franchise Agreement is hereby terminated with immediate effect.
AND TAKE NOTICE that your Sublease is, as a result, hereby terminated with immediate effect.
The Franchisor will advise if and to what extent it intends to exercise its option to purchase your chattels for fair market value.
You are to immediately cease representing yourself as an Intelligent Office franchisee.
[28] On November 11, 2013, the Franchisor locked ANC and Mr. Hua out of the Leased Premises and had security escort Mr. Hua out of the building.
[29] On November 14, 2013, Ceres advised ANC would take another two weeks to receive, program, ship and install the Nupoint server, but Ceres would not deal with ANC and only with the Franchisor.
[30] On November 18, 2013, ANC brought this Application seeking reinstatement of the franchise. ANC submits that it had not breached the Franchise Agreement. In the alternative, it seeks relief for forfeiture.
[31] Meanwhile, the Franchisor used a numbered company, 1085274 Ontario Ltd., to take over the franchise. The new franchisee hired ANC’s two employees to continue working at the location. Those employees have access to all of ANC’s financial and confidential records, including client lists.
[32] The new franchisee installed the new Cloud system and removed ANC’s phone system. The Franchisor requires the new franchisee (and other franchisees) to pay $2,950 or $3,950 per month for the new Cloud system.
[33] Meanwhile, the Bank of Montreal has called for payment of its loans to ANC and served Notices of Intention to Enforce its security. The $300,000 Letter of Credit and the security provided by ANC and Mr. Hua have also been called in.
[34] The Bank, however, has agreed to reinstate the loans if ANC regains its franchise and possession of the Leased Premises. The Bank has agreed to forbear exercising its rights on the loans until March 31, 2014.
C. DISCUSSION AND ANALYSIS
1. Introduction
[35] Section 3 of the Arthur Wishart Act provides that every franchise agreement imposes on each party a duty of fair dealing in its performance and enforcement dealings with one another. The duty of fair dealing includes the duty to act in good faith and in accordance with reasonable commercial standards. A party has a cause of action for damages against the party to the franchise agreement who breaches this duty. Section 3 of the Act states:
Fair dealing
3.(1) Every franchise agreement imposes on each party a duty of fair dealing in its performance and enforcement.
Right of action
(2) A party to a franchise agreement has a right of action for damages against another party to the franchise agreement who breaches the duty of fair dealing in the performance or enforcement of the franchise agreement.
Interpretation
(3) For the purpose of this section, the duty of fair dealing includes the duty to act in good faith and in accordance with reasonable commercial standards.
[36] ANC’s primary argument is that it was the Franchisor that breached s. 3 of the Arthur Wishart Act and that it was the Franchisor that breached the Franchise Agreement by wrongfully terminating the Franchise Agreement and, therefore, ANC should be restored to its position as franchisee and compensated with an award of damages.
[37] In the alternative, ANC submits that if it was the one to breach the Franchise Agreement, then the court should exercise its equitable discretion and grant relief from forfeiture.
[38] ANC also has secondary arguments that the Franchisor cannot rely on the termination provision in the Franchise Agreement because it was not acting in good faith and was stymieing ANC’s efforts to repair the broken voicemail system.
[39] I am not able on this Application, with its contested factual record, to determine whether there has been a breach of s. 3 of the Arthur Wishart Act. I am able, however, to decide the merits of ANC’s primary argument that the franchise was wrongfully terminated and the merits of its alternative claim for relief from forfeiture.
[40] For the reasons set out below, I conclude that the Franchisor breached the Franchise Agreement by wrongfully terminating the franchise.
[41] I further conclude that if the termination was lawful, then ANC is entitled to relief from forfeiture.
2. The Franchisor’s Breach of the Franchise Agreement
[42] It was not contested that in terminating the franchise, the Franchisor did not comply with section 18 of the Franchise Agreement. The Franchisor also did not comply with the termination provisions of the Software Agreement or of the sublease under the Commercial Tenancies Act.[^2]
[43] However, relying on the July 2012 Settlement Agreement, the Franchisor argues that the Settlement Agreement, which was signed after numerous defaults under the Franchise Agreement, amended the Franchise Agreement and introduced a “one-strike policy” that entitled the Franchisor to terminate the franchise in the manner in which it did.
[44] The Franchisor also argues that the voicemail and telecommunication system was an extremely serious default that undermined the very essence of the ‘Intelligent Office’ brand. It argued that where a member of a franchise chain fails to uphold the policies, standards and operating systems of the franchise, it is incumbent upon the Franchisor to take measures against the infringing party to protect the integrity of the franchise.[^3] The Franchisor submits that ANC’s breach justified and entitled the Franchisor immediately to terminate this franchisee that imperilled the integrity of the franchise system.[^4]
[45] I disagree with both arguments of the Franchisor.
[46] The July 2012 Settlement Agreement did not introduce a “one-strike policy,” and as I interpret the Agreement it did not abrogate the termination provisions of the Franchise Agreement.
[47] There is nothing in the 2012 Settlement Agreement that alters the provisions in the Franchise Agreement or in the associated Agreements that requires the Franchisor to provide the franchisee with an opportunity (or an extended opportunity) to remedy a default.
[48] The Franchisor appreciated that section 18 of the Franchise Agreement still applied because it’s Notice of Default - which says nothing about the 2012 Settlement Agreement - gives notice expressly pursuant to section 18 of the Franchise Agreement.
[49] It was the Franchisor that did not comply with section 18, which entitled the Franchisor to terminate the Franchise Agreement only effective upon 30 days’ written notice to the franchisee.
[50] It appears that when the Franchisor gave its Notice of Default, it was not relying on the July 2012 Settlement Agreement, and, indeed, this Agreement was only mentioned after ANC commenced this Application.
[51] Similarly, the notion that ANC’s alleged default went to the core of the franchise system and compelled the Franchisor to terminate the franchise is an after-the-fact attempt by the Franchisor to justify its own breach of the Franchise Agreement. Assuming that there was a breach of the Franchise Agreement, it did not rise to the level that would justify ignoring the 30-day notice provision in the Franchise Agreement.[^5]
[52] The Franchisor’s Notice of Default does not suggest that the franchisee’s conduct was irremediable and rather suggests that the problem could be solved with the Franchisor willing to assist.
[53] There is little basis for concluding that it is incumbent upon the Franchisor to take measures against the infringing party to protect the integrity of the franchise brand. The truth of the matter was that both parties were attempting to maintain the integrity of the franchise brand; ANC had responded with interim measures and was making genuine efforts to find a permanent solution, but those efforts were not fast enough for the Franchisor.
[54] It seems that had the Franchisor given the 30-days’ notice required by section 18, it is likely that a new server would have been installed and the Franchise Agreement would have operated as it was intended to Act.
[55] I, therefore, agree with ANC’s argument that the Franchisor did not comply with section 18 of the Franchise Agreement and breached the Agreement.
[56] The Franchisor breached the Franchise Agreement by failing to give proper notice of termination.[^6] In these circumstances, ANC is entitled to be reinstated immediately as a franchisee and it should immediately regain possession of the Leased Premises. I so order.
[57] ANC is entitled to damages for breach of the Franchise Agreement.
[58] There also may have been a breach of s. 3 of the Arthur Wishart Act, but a trial is required to decide these matters.
[59] I would not refer these matters to the Master. Rather, these claims and any defence to them should proceed by action in which ANC and Mr. Hua are the Plaintiffs and the Franchisor is the Defendant(s). This action should proceed with pleadings and in accordance with the Rules of Civil Procedure.
[60] As noted above, I decline ANC’s request that the court order that until such time as damages are assessed it be relieved of the obligation to pay royalties or ad payments or to pay the monthly charge for the newly installed phone system. These matters will have to be adjudicated as part of the trial.
[61] In the meantime, ANC will be subject to the terms of the Franchise Agreement, including the newly imposed obligation to pay for the new Cloud-based phone message system.
3. Relief from Forfeiture
[62] Given my conclusions above, there is no need to grant relief from forfeiture. However, the matter was fully argued as an alternative should I find that the Franchisor was entitled to terminate the franchise. I will, therefore, address the matter of relief from forfeiture.
[63] Pursuant to the Courts of Justice Act[^7] and the Commercial Tenancies Act,[^8] this Court has jurisdiction to order relief from forfeiture.
[64] Section 98 of the Courts of Justice Act states:
Relief against penalties
- A court may grant relief against penalties and forfeitures, on such terms as to compensation or otherwise as are considered just.
[65] Section 20 (1) of the Commercial Tenancies Act states:
Relief against re-entry or forfeiture
- (1) Where a lessor is proceeding by action or otherwise to enforce a right of re-entry or forfeiture, whether for non-payment of rent or for other cause, the lessee may, in the lessor’s action, if any, or if there is no such action pending, then in an action or application in the Ontario Court (General Division) brought by the lessee, apply to the court for relief, and the court may grant such relief as, having regard to the proceeding and conduct of the parties under section 19 and to all the other circumstances, the court thinks fit, and on such terms as to payment of rent, costs, expenses, damages, compensation, penalty, or otherwise, including the granting of an injunction to restrain any like breach in the future as the court considers just.
[66] To determine whether to grant relief from forfeiture, the court should consider: (1) the nature of the misconduct of the party seeking relief and in particular whether it was wilful; (2) the seriousness of the misconduct; and (3) the disparity between the value that would be forfeited and the damage caused by the misconduct.[^9]
[67] I can briefly say that had it been necessary for the court to do so, I would have granted relief from forfeiture.
[68] There was nothing wilful or malicious in the conduct of ANC, and it and Mr. Hua appear to have been making genuine efforts to address any default under the Franchise Agreement. The default was not as serious as the Franchisor would make it, and the default would have been remedied likely within the grace period or periods provided by the Franchise Agreement or the associated Agreements. There was no evidence that ANC’s default was causing damage to the Franchise enterprise. The forfeiture of the franchisee’s million dollar investment was grossly disproportionate to the harm caused, if any, by its alleged misconduct of operating without an approved voicemail system. The case at bar is an appropriate case for relief from forfeiture.
[69] I find no evidence of conduct that would constitute unclean hands by ANC that would disentitled it to equitable relief. There was some evidence that there was a history of breaches of the Franchise Agreement, but there was also evidence that the parties were able to work out the problems and move forward as ANC was trying to establish a viable business. The evidence was that it was genuinely making efforts to respond to the most recent Notice of Default.
D. CONCLUSION
[70] For the above reasons, I grant this Application on the terms described above.
[71] If the parties cannot agree about the matter of costs, they may make submissions in writing beginning with the submissions of the Applicants within 20 days of the release of these Reasons for Decision followed by the Respondents’ submissions within a further 20 days.
Perell, J.
Released: March 13, 2014
COURT FILE NO.: CV-13-493059
DATE: 20140313
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
ANC BUSINESS SOLUTIONS INC. and SCOTT HUA
Applicants
‑ and ‑
VIRTUALINK CANADA LTD. and VIRTUALINK PROPERTIES INC.
Respondents
REASONS FOR DECISION
Perell, J.
Released: March 13, 2014
[^1]: S.O. 2000, c. 3.
[^2]: R.S.O. 1990, c. L-70.
[^3]: The Franchisor relied on Eggspectations Inc. v 9157-6561 Quebec Inc., 2012 QCCS 379 at para. 156; Damack Holdings Ltd. v. Saanich Peninsula Savings Credit Union, [1982] B.C.J. No. 908 (B.C.S.C.).
[^4]: The Franchisor relied on First Choice Haircutters (Canada) Inc. v. Miller, [1997] O.J. No. 1940 (Gen. Div.).
[^5]: See Anani v. Uniglobe Travel (Western Canada) Inc., 2004 BCSC 1242 at para. 81-85.
[^6]: Anani v. Uniglobe Travel (Western Canada) Inc., 2004 BCSC 1242 at para. 86-88; 677815 B.C. Ltd. v Mega Wraps BC Restaurants Inc., 2005 BCSC 503; Living Lighting of Canada v. Trenholm, [1987] O.J. No. 1615 (Dist. Ct.).
[^7]: R.S.O. 1990, s. 98.
[^8]: R.S.O. 1990, c. L-70.
[^9]: Westdale Construction Co. Limited v. Coa (Sijan Restaurant), [2009] O.J. No. 3318 (S.C.J.); 1497777 Ontario Inc. v. Leon's Furniture Ltd., 2003 50106 (ON CA), [2003] O.J. No. 3708 (C.A.); 1532120 Ontario Inc. (cob Queen’s International College) v. 1212763 Ontario Ltd., [2003] O.J. No 4108 (S.C.J.); 677815 B.C. Ltd. v Mega Wraps BC Restaurants Inc., 2005 BCSC 503.