COURT FILE NO.: CV-12-632-SR
DATE: 2014-10-03
ONTARIO
SUPERIOR COURT OF JUSTICE
B E T W E E N:
J.J.A.S. CATERING AND BANQUET INC.
Amelia Lau and Cameron Fiske, for the Plaintiff
Plaintiff
- and -
MICHAEL VESIA JR., MICHAEL VESIA, and VICTORIA’S CHERRY HILL RESTAURANT INC.
Joseph W. Irving and Shahid Malik, for the Defendants
Defendant
HEARD: October 1, 2014,
at Brampton, Ontario
Price J.
REASONS FOR JUDGMENT
NATURE OF PROCEEDING
[1] This is a case of a father who bought a restaurant business for his son. The father stopped making payments of the purchase price, and now the vendor seeks to hold the son liable, together with the company that was incorporated as the vehicle by which the son was to own and operate the restaurant.
[2] On November 22, 2010, a restaurateur named Michael Vesia entered into an agreement with the owners of Cherry Hill Restaurant in Mississauga to buy the restaurant for $65,000. He paid a $15,000 cash deposit.
[3] On November 30, 2010, a numbered company was incorporated with the name Victoria’s Cherry Hill Restaurant Inc. to operate the restaurant. Mr. Vesia’s son, Michael Vesia Jr., was named as President and sole director.
[4] On January 21, 2011, Mr. Vesia signed a further agreement with the owners of the restaurant by which he agreed to pay the remaining $50,000 of the purchase price within six months. Paragraph 14 of the Agreement provided that he could assign the agreement to a corporation. In March 2011, the owners of the restaurant signed a Bill of Sale naming Victoria’s Cherry Hill Restaurant Inc. as the buyer of the restaurant’s assets, including a dishwasher.
[5] Mr. Vesia gave the vendor’s lawyer four post-dated cheques for $5,000 each, dated April to July 2011. After Michael Vesia Jr. began operating the restaurant, it was discovered that a dishwasher, worth about $4,500, was leased. Mr. Vesia later stopped payment on two cheques in the amounts of $10,000 and $20,000, respectively, and failed to pay the balance of the purchase price.
[6] J.J.A.S. Catering and Banquet Inc. (“JJAS”) sued Mr. Vesia, Michael Vesia Jr., and Victoria’s Cherry Hill Restaurant Inc., for the balance of the purchase price. The defendants raise the following arguments in their defence and counterclaim:
It was Mr. Vesia who negotiated the purchase. Michael Vesia Jr. and Victoria’s Cherry Hill Restaurant Inc. were not parties to the agreement and are not liable for the purchase price.
Mr. Vesia made two cash payments of $5,000, either directly or through his lawyer, who has since died, which the vendors have not taken into account in their calculation of the amount owing.
The restaurant incurred losses of $18,500 when it stopped making the monthly lease payments for the dishwasher, the dishwasher was repossessed, and the restaurant bought a new replacement dishwasher for $14,500.
BACKGROUND FACTS
[7] JJAS is an Ontario corporation that operated a restaurant, Cherry Hill House, in Mississauga (“Cherry Hill Restaurant”). Sometime in 2010, Michael Vesia (“Mr. Vesia”), who had operated restaurants and bars for about 25 years, was introduced to Gino Spizzirri, whose wife held 50% of the shares of JJSA on his behalf. On November 2010, Mr. Vesia entered into negotiations with the co-owners, Mr. Spizzirri and Andrej Saradin, to buy Cherry Hill Restaurant.
[8] On November 22, 2010, Mr. Vesia signed a handwritten Purchase Agreement with Mr. Spizzirri and Mr. Saradin, to purchase Cherry Hill Restaurant for $65,000. The Agreement stated, in part:
Closing date to be December 2, 2010. Purchase price $65,000. Rent for December to be paid by Purchaser. All deposits to be held in trust and be part of the purchase price. $5,000 deposit on Dec. 1st. Remainder of monies to be paid within 6 months from December 1, 2010.
[9] On November 30, 2010, Victoria’s Cherry Hill Restaurant Inc. was incorporated. The Corporation Profile Report for the company lists Michael Vesia Jr. as Administrator, Director, and President.
[10] In December 2010 and January 2011, Mr. Vesia made two cash payments of $5,000 each to Mr. Spizzirri as deposits toward the purchase price for the restaurant. On December 3, 2010, Mr. Vesia, as buyer, and Mr. Spizzirri and Mr. Saradin, as Sellers, signed a “Receipt of Transaction” which stated:
This receipt is to verify that “$5,000.00 has been paid towards the transaction between the Vesia’s and Cherryhill Restaurant owners. It is also agreed that the transaction of this business is officially closed and will be followed by both solicitors preparing all necessary transfers and documentation by January 30th 2011.
[11] In January 2010, Mr. Vesia and Mr. Spizzirri signed a handwritten receipt confirming payment of a second deposit of $5,000 toward the purchase price. The receipt, erroneously dated January 2010, states:
This receipt is to confirm second payment $5,000 - $1,800 Premium Beer, $940 Beer Store = $2,740; $2,260 cash given to Gino. Total payed (sic): $10,000. Remainder: $55,000.
[12] On January 21, 2011, Mr. Vesia and Mr. Spizzirri signed a further agreement between Michael Vesia, as “Purchaser”, and JJAS, as “Vendor”, for the sale of Chery Hill Restaurant. The Agreement states, in part:
The “purchase price” for the “purchased assets” shall be $65,000 which shall be payable as follows: $5,000 on December 1; Balance to be paid by June 31, 2011, in monthly instalments of $11,200 on the 5th of every month.
The sum of $5,000 payable by certified cheque to the vendor in trust, as a deposit to be credited on account of the purchase price forthwith upon the Vendor’s execution of the agreement.
The purchaser agrees to pay the balance the purchase price subject to the usual and other adjustments referred to herein in cash or by certified cheque ….
[13] Paragraph 14 of the January 21 Agreement provided:
14.1 This agreement may be assigned by the Purchaser to an incorporated company or companies, or to a company or companies to be incorporated.
[14] A handwritten note below the signatures on the January 21, 2011 Agreement states, “Schedule ‘A’ form terms and Representations and form part of this Agreement.” A further, unsigned, handwritten page, entitled “Schedule A” lists leased equipment, not including a dishwasher. It also contains a note “Get 5 postdated checks from Feb-June for a total of $55,000.”
[15] On March 8, 2011, transfer documents, prepared by the parties’ lawyers, were signed. These included a Direction signed by Mr. Spizzirri’s wife, Jennifer Jephson, the President and 50% shareholder of JJAS, directing Victoria’s Cherry Hill Restaurant Inc. and its lawyer, John Paul Evans, to make funds due on closing in favour of her solicitor John C. Chapman in Trust.
[16] A Bill of Sale dated March 2011, and signed by Jennifer Jephson, on behalf of JJAS, states that JJAS sells the purchased assets attached as Schedule “A”, which the seller warrants it owns, to Victoria’s Cherry Hill Restaurant Inc. Schedule “A” of the Bill of Sale lists, among other assets being sold, an Ecolab inferno dishwasher. The parties agree that the dishwasher had a value of $4,500 and was not, in fact, the property of JJAS, but was leased.
[17] A Statement of Adjustments, prepared by John C. Chapman, the lawyer for JJAS, as of March 23, 2011, lists the sale price on the sale by JJAS to Victoria’s Cherry Hill Restaurant Inc. as $65,000. It lists a deposit of $15,000 as having been paid, and $50,000 as due on closing. JJAS acknowledges having received $15,000 in cash from Mr. Vesia prior to that date.
[18] Mr. Vesia provided a series of post-dated cheques drawn on his company, V. Group Corp, and payable to John C. Chapman, as installments of the balance of the purchase price for the restaurant, as follows:
Cheque 142 dated April 15, 2011: $5,000
Cheque 143 dated May 15, 2011: $5,000
Cheque 144 dated June 15, 2011: $5,000
Cheque 145 dated July 15, 2011: $5,000
Cheque 146 dated Oct 15, 2011: $20,000
Cheque 147 dated 2011: $10,000
[19] JJAS acknowledges that it presented cheques 142 to 145, in the total amount of $20,000, which were honoured by Mr. Vesia’s company’s bank. It did not present the remaining two cheques because Mr. Vesia’s lawyer, John Evans, informed JJAS that there were insufficient funds to cover them. In a letter dated September 27, 2011, to Mr. Chapman, Mr. Evans, wrote:
Thank you for sending me copies of the two outstanding cheques representing the balance of the purchase price. Both Mr. Vesia and I do not recall the September 15th 2011 cheque for $20,000. In any event, I am instructed to advise that Mr. Vesia does not currently have the funds to pay either amount and requires a further accommodation from your client. Mr. Vesia is proposing to deliver a new set of post-dated cheques, each in the amount of $5,000 payable in 60 day intervals. In other words, he will provide post-date cheques every two months to you in trust or to the vendors directly which cheques will total $30,000 in all. I apologize for any inconvenience to you and to your client.
[20] Mr. Evans’ proposal was unacceptable to JJAC. JJAC began the present action on February 14, 2012 against Mr. Vesia, Michael Vesia Jr., and Victoria’s Cherry Hill Restaurant Inc., claiming the balance of $30,000 owing on the purchase. The defendants delivered a Statement of Defence and Counterclaim on May 14, 2012, in which they acknowledged that they had paid $35,000 toward the purchase price as of April 2011, and claimed that they had paid a further $10,000 by September 27, 2011, which left a balance of only $20,000 owing. They counterclaimed for $18,000 for damages they said they suffered as a result of the re-possession of the leased dishwasher.
ISSUES
[21] The court is asked to determine the following issues in this action:
Is Michael Vesia Jr. personally liable for any amount found to be owing for the purchase of the Cherry Hill Restaurant?
What amount is owed to the JJAS for the purchase?
What amount, if any, does JJAS owe the defendants as damages for its misrepresentation as to its ownership of the dishwasher, to be set off against the balance owing for the purchase of the restaurant?
POSITIONS OF THE PARTIES
[22] JJAS submits that Mr. Vesia entered into the Purchase Agreement as agent for his son, who is therefore jointly and severally liable for the unpaid purchase price. It further submits that Mr. Vesia’s allegation that he made additional cash payments of $10,000 should not be believed, as it is denied by Mr. Spizzirri and is unsupported by any other evidence. It acknowledges that Mr. Spizzirri and his wife innocently misrepresented that they owned the dishwasher but submit that a set off for its cost should be limited to its undisputed value of $4,500. It points out that the defendants failed to provide any documentation substantiating a claim that they suffered a loss from a disruption of their business by reason of the repossession of the dishwasher which did not take place until many months after the defendants bought the restaurant.
[23] The defendants submit that it was Mr. Vesia alone who negotiated the purchase of the restaurant and that an incorporated entity, Victoria’s Cherry Hill Restaurant Inc., became its owner. They deny that Mr. Vesia was acting as agent for his son and submit that there is no evidence to support a finding of liability on the part of Michael Vesia Jr. They further submit that the court should accept Mr. Vesia’s testimony that he made additional cash payments of $10,000 and should allow some amount between the $4,500 value of the leased dishwasher, to $14,500, being the price paid for a replacement, as damages, to be set off against any amount of the purchase price found to be owing.
ANALYSIS AND EVIDENCE
a) Is Michael Vesia Jr. personally liable for the unpaid balance of the purchase price?
[24] For the reasons that follow, I find that Michael Vesia Jr. was not a party to the Purchase Agreement and cannot be held liable for the unpaid balance of the purchase price.
[25] The test that the court applies to determine whether a person, such as Mr. Vesia, had ostensible authority to act as agent for another, such as his son, was set out by the House of Lords in Freeman & Lockyer v. Buckhurst Part Properties (Mangal) Ltd. In that case, Lord Diplock stated:
If the foregoing analysis of the relevant law is correct, it can be summarized by stating four conditions which must be fulfilled to entitle a contractor to enforce against a company a contract entered into on behalf of the company by an agent who had no actual authority to do so. It must be shown:
(1) That a representation that the agent had authority to enter on behalf of the company into a contract of the kind sought to be enforced was made by the contractor;
(2) That such representation was made by a person or person who had “actual” authority to manage the business of the company either generally or in respect to those matters to which the contract relates;
(3) That he (the contractor) was induced by such representation to enter into the contract, that is, that he in fact relied upon it; and
(4) That under its memorandum or articles of association the company was not deprived of the capacity either to enter into a contract of the kind sought to be enforced or to delegate authority to enter into a contract of that kind to the agent.
[26] The Supreme Court of Canada cited the judgment in Freeman & Locker with approval in Canadian Laboratory Supplies Ltd. v. Engelhard Industries of Canada Ltd.[^1] and in Rockland Industries Inc. v. Amerada Minerals Corp. of Canada Ltd.[^2]
[27] Applying this test, I find no evidence to establish any of the following:
(1) That a representation was made to Mr. Spizzirri or his wife, or to Mr. Saradin, that Mr. Vesia had authority, from his son or Victoria’s Cherry Hill Restaurant Inc., to enter into a purchase contract on their behalf;
(2) That Michael Vesia Jr. made a representation that he had given his father such authority;
(3) That J.J.A.S. was induced by such a representation by Michael Vesia Jr. of his father’s authority and relied on it, to enter into the Purchase Agreement;
(4) That the Articles of Incorporation of Victoria’s Cherry Hill Restaurant Inc. did not deprive it of authority to enter into such a purchase agreement or to delegate authority to another, such as Mr. Vesia, to enter into such an Agreement on its behalf.
[28] The evidence, rather, establishes that Mr. Vesia acted on his own behalf in negotiating the purchase agreement. He did not represent, by words or conduct, that he was acting as agent for his son, or for the company that eventually became the owner of the restaurant. He also had no position in his son’s company that would invest him with such authority.
[29] Michael Vesia Jr. gave the following answers at his examination for discovery:
Q. In 2010, you purchased a business, correct?
A. Mm hm.
Q. In whose name did you purchase that?
A. It was under my name.
Q. How did you get introduced to this restaurant?
A. Through my father.
Q. How did your father get introduced to this restaurant?
A. I’m not quite sure.
Q. So, your father introduced you to the owners of Cherry Hill House Restaurant, correct?
A. The owner being Gino?
Q. Yes.
A. Briefly, yeah, I met him.
Q. How did things proceed from there? The two of you negotiated the terms of the purchase?
A. I wasn’t part of the negotiations for the purchase.
Q. Who negotiated the purchase?
A. My father.
Q. When did you get involved?
A. I got involved to take over the restaurant when we had already purchased it. Basically, I was, you know, the owner. I took care of everything inside the restaurant and outside. This was all after purchase.
[30] Passive acquiescence may amount to a holding out, or a permitting, so as to create ostensible authority. However, that can only happen, in the absence of a direct representation by the principal, when the agent is in the course of his ordinary duties. Laskin C.J.C., in Canadian Laboratory Supplies, supra, stated:
There is no “permitting” in the sense of binding the principal where the agent is not in the course of his ordinary duties or where there is no representation at all from the principal or from someone in a directory capacity to act for a corporate principal.[^3]
[31] Mr. Vesia signed a “Receipt for Transaction” on December 3, 2011, which stated, in part:
This receipt is to verify that “$5,000.00 has been paid towards the transaction between the Vesia’s and Cherryhill Restaurant owners. (Emphasis added)
[32] Mr. Vesia testified that he and his wife decided to buy the restaurant business for their son. I find that “the Vesia’s” in the “Receipt for Transaction” referred to Mr. Vesia and his wife, and not their son. There was no evidence that Michael Vesia Jr. even knew of the negotiations, or of the purchase of the business, until after Victoria’s Cherry Hill Restaurant Inc. was incorporated on November 30, 2010, and he became the owner/manager of the restaurant in January or March of the following year.
[33] An Agreed Statement of Facts was entered into evidence as Exhibit “B” at the trial. It states, in part:
- The Defendants have admitted that they entered into an agreement with the Plaintiff to purchase Victoria’s Cherry Hill Restaurant Inc. (“Cherry Hill”). [Emphasis added]
[34] Michael Vesia Jr. became the President and sole director and officer of Victoria’s Cherry Hill Restaurant Inc. on November 30, 2011, eight days after the Purchase Agreement was signed. The Bill of Sale dated March 2011 named that company as the buyer of the restaurants’ assets, but that document was not signed by Michael Vesia Jr., or even his father. The evidence does not disclose whether Mr. Vesia assigned the Purchase Agreement to the corporation pursuant to paragraph 14 of the Agreement, or whether Michael Vesia Jr. was even aware of the Purchase Agreement or of the Bill of Sale.
[35] The admission in the Agreed Statement of Facts is ambiguous and cannot support a finding that Michael Vesia Jr. was a party to the Purchase Agreement dated November 22, 2010 that JJAS seeks to enforce. For one thing, the admission states that it was Victoria’s Cherry Hill Restaurant Inc. that was purchased, whereas the evidence establishes that Victoria’s Cherry Hill Restaurant Inc. was not in existence until eight days after the Agreement was signed, and there is no evidence that JJAS was ever the owner of that corporation, or that the corporation was purchased from JJAS.
[36] The admission is consistent with the Defendant Mr. Vesia having entered into the Purchase Agreement to purchase the business, and with his having named the newly formed corporation as the buyer of the assets, much as a purchaser of real estate may direct the name in which title to a property is to be registered. While the assets of the business were acquired in this way by the corporation, and Michael Vesia Jr. was the President and possibly the owner of the corporation, that does not make either him or the corporation a party to the Purchase Agreement with the right to enforce the Agreement and the obligation to comply with its terms.
[37] The plaintiff invites the court to infer from the fact that Michael Vesia Jr. was not called as a witness at trial that his evidence would have led to a finding of liability against him. I do not infer from Michael Vesia Jr.’s failure to testify that his evidence would have established that he authorized his father to negotiate the purchase of the restaurant on his behalf or on behalf of Victoria’s Cherry Hill Restaurant Inc. He was examined for discovery and testified to the contrary. It is more likely that he did not testify in order not to undermine his father’s defence and counterclaim.
[38] There is no evidence that Victoria’s Cherry Hill Restaurant Inc. ratified the purchase agreement that Mr. Vesia entered into on November 21, 2010, before the company was incorporated. Section 21 of the Business Corporations Act, R.S.O. 1990, c. B. 16 provides:
21(1) Except as provided in this section, a person who enters into an oral or written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits thereof.
(2) A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt an oral or written contract made before it came into existence in its name or on its behalf, and upon such adoption,
(a) the corporation is bound by the contract and is entitled to the benefits thereof as if the corporation had been in existence at the date of the contract and had been a party thereto; and
(b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits of the contract.
[39] There is no requirement for formality in the ratification of a pre-incorporation contract.[^4] In the present case, however, there is no evidence that Michael Vesia Jr. or the corporation took any steps to assume the rights and obligations that the Purchase Agreement entailed. It is noteworthy that all of the cheques that were given to JJAS in satisfaction of the purchase price were not signed by Michael Vesia Jr. or Victoria’s Cherry Hill Restaurant Inc., but by Mr. Vesia Sr. and drawn on the account of his own company, V. Group Corp.
[40] For the foregoing reasons, I find that Mr. Vesia, when he entered into the Purchase Agreement, was not acting as agent for his son, Michael Vesia Jr., or for the corporate defendant, who later became the owner of the business.
b) What amount is owed to the plaintiff for the purchase?
[41] I find, based on Mr. Evans’ letter dated September 27, 2011, that $30,000 of the purchase price was owing at that time. Mr. Vesia’s evidence that he paid a further $10,000 in cash lacks detail and is unsupported by any documentation. The other cash payments, in contrast, are supported by written acknowledgments by Mr. Spizzirri or JJAS’s lawyer.
[42] Mr. Vesia relies on a handwritten note of Mr. Spizzirri dated November 18, 2011, which refers to a “Difference in rent from $7000 cash paid to Gino and Andrew for rent December 3.” However, he acknowledges that this payment may not have been in addition to the three $5,000 cash payments that he said he made from November 2010 to January 2011. Additionally, it was, according to the Purchase Agreement dated November 22, 2010, the obligation of the purchaser to pay the rent for December. Accordingly, if a cash payment of $7000 was made in November, I find that it was not a deposit for the purchase, but a payment toward the expenses of the property, including rent, that were the purchaser’s obligation.
[43] Mr. Vesia asserts that he made one of the $5,000 payments to his lawyer, Mr. Evans. Even if such a payment was made, there is no evidence whatever that Mr. Evans transmitted it to JJAS. While the defendants’ counsel argue that Mr. Evans’ practice was “a shambles” before his death, and Mr. Vesia asserts that Mr. Evans would not have withheld funds intended for JJAS, I draw an adverse inference from the defendants’ failure to produce Mr. Evan’s trust ledger or his file in relation to the purchase, that neither would contain evidence that would support Mr. Vesia’s testimony that he made such a payment to Mr. Evans.
[44] Mr. Vesia’s lawyer, Mr. Evans, stated on September 27, 2011, that the reason why Mr. Vesia was not paying the balance of the purchase price was that he lacked the funds to do so. This was the reason given for why JJAS should not cash the remaining post-dated cheques for $20,000 dated October 15, 2011, or for $10,000 dated 2011. If Mr. Vesia had sufficient funds to make two cash payments of $5,000, as he asserts, he would have authorized JJAS or its lawyer to date and present the cheque for $10,000 at that time.
[45] For the foregoing reasons, I find that the amount of $30,000 that was outstanding on September 27, 2011, continues to be outstanding.
c) What amount, if any, does JJAS owe the defendants as damages for its misrepresentation as to its ownership of the dishwasher?
[46] It is not disputed that the dishwasher had a value of $4,500. While the Statement of Defence and Counterclaim asserts that the defendants suffered an additional loss from the disruption of the restaurant’s business that occurred when the dishwasher was repossessed, such a loss, had it occurred, would have been suffered by Michael Vesia Jr., or the corporate defendant, not Mr. Vesia Sr. Mr. Vesia Sr. is the only party liable for the unpaid balance of the purchase price and hence, the only party who would be entitled to set-off such damages against his own obligations to JJAS.
[47] Michael Vesia Jr. and Victoria’s Cherry Hill Restaurant Inc. have not produced any evidence to substantiate such a loss of business, notwithstanding that Michael Vesia Jr.’s undertook at his examination or discovery to do so. I draw an adverse inference from the defendant’s failure to produce the restaurant’s records and conclude that such evidence would not have supported the defendants’ position that they suffered an interruption of their business.
[48] Victoria’s Cherry Hill Restaurant Inc. continued to lease the dishwasher for many months after the Purchase Agreement closed. Even then, what caused the re-possession of the dishwasher was Michael Vesia Jr.’s decision, on behalf of his restaurant, to stop making the lease payments. There is no reason to conclude, from the evidence before me, that the defendants could not have avoided any disruption of business by purchasing their replacement dishwasher before ceasing to make lease payments for the machine that was re-possessed.
[49] Mr. Vesia stated that the dishwasher was in working condition. He also stated that it took only a day to transfer from the leased dishwasher to the new one. He offered no evidence as to the nature of the loss that occurred during that transition, and there is no basis for the court finding that there was any.
[50] I find that the defendants are entitled to damages of $4,500, which will be set off against the unpaid purchase price.
CONCLUSION AND ORDER
[51] For the foregoing reasons, it is ordered and adjudged that:
The defendant Michael Vesia shall pay to the plaintiff J.J.A.S. Catering and Banquet Inc. the amount of $25,500.00.
Michael Vesia shall pay to the plaintiff pre-judgment interest on the amount of $25,500 from July 1, 2011.
The claims against Michael Vesia Jr. and Victoria's Cherry Hill Restaurant Inc. are dismissed.
The counterclaims of Michael Vesia Jr. and Victoria's Cherry Hill Restaurant Inc. are dismissed.
If the parties are unable to agree on costs, they may make written submissions, not to exceed four pages plus a Costs Outline, by October 21, 2014.
Price J.
Released: October 3, 2014
COURT FILE NO.: CV-12-632-SR
DATE: 2014-10-03
ONTARIO
SUPERIOR COURT OF JUSTICE
B E T W E E N:
J.J.A.S. CATERING AND BANQUET INC.
Plaintiff
- and -
MICHAEL VESIA JR., MICHAEL VESIA, and VICTORIA’S CHERRY HILL RESTAURANT INC.
Defendants
REASONS FOR JUDGMENT
Price J.
Released: October 3, 2014
[^1]: Canadian Laboratory Supplies Ltd. v. Engelhard Industries of Canada Ltd. 1979 44 (SCC), [1979] 2 S.C.R. 787
[^2]: Rockland Industries Inc. v. Amerada Minerals Corp. of Canada Ltd. 1980 188 (SCC), [1980] 2 S.C.R. 2
[^3]: Canadian Laboratory Supplies, supra, at p. 797
[^4]: Sherwood Design Services Inc. v. 872935 Ontario Ltd., (1998), 1998 3116 (ON CA), 39 O.R. (3d) 576; 158 D.L.R. (4th) 440; [1998] O.J. No. 1611 (QL); 109 OAC 77, 3116 (ON CA)