SUPERIOR COURT OF JUSTICE – ONTARIO
CITATION: RWDI v. N-SCI, 2015 ONSC 1577
COURT FILE NO.: 480/14
DATE: 2015-03-09
RE: RWDI Air Inc. v. N-SCI Technologies Inc., Oldman Power, LP, Oldman Power Holdings Inc., and Starwood Energy Group Global, LLC
BEFORE: The Honourable Justice I. Bloom
COUNSEL: Justin Heimpel, for the Plaintiff
Justin Necpal, for the Defendants, Starwood Energy Group Global, LLC, Oldman Power, LP and Oldman Power Holdings Inc.
Matthew M. Shoemaker for the Defendant, N-SCI Technologies Inc.
HEARD: March 2, 2015
E N D O R S E M E N T
[1] The defendants Oldman Power, LP, Oldman Power Holdings Inc., and Starwood Energy Group Global, LLC (collectively the “Starwood Defendants”) move to strike out the statement of claim as against them under Rule 21.01(1)(b). By virtue of Rule 21.01(2) no evidence is admissible on this motion.
[2] In MacKinnon v. Ontario Municipal Employees Retirement Board, 2007 ONCA 874 Justice Gillese for the Ontario Court of Appeal reviewed the applicable principles governing this type of motion. She held that “the moving party must show that is plain and obvious that the claim could not succeed at trial;” that “[t]he material facts pleaded must be deemed to be proven or true, except to the extent that the alleged facts are patently ridiculous or incapable of proof;” that “the statement of claim must be read generously to allow for drafting deficiencies;” and that “[i]f the claim has some chance of success, it must be permitted to proceed.” (MacKinnon supra at paras. 19 and 20).
[3] In the case at bar, counsel for the defendant N-SCI Technologies Inc. (“N-SCI”) argued that I could take into account allegations in his client’s crossclaim, while counsel for the Plaintiff argued that I could take into account allegations in the N-SCI statement of defence. I disagree; I must consider only the allegations in the statement of claim.
[4] That claim alleges that “[a]t a time and upon terms that are not known to RWDI” the Starwood Defendants contracted with N-SCI to provide engineering and project management services for the purposes of developing and operating a power generation facility in Lethbridge, Alberta; that N-SCI contracted with RWDI for the supply of engineering and other services in respect of the project; that N-SCI has failed to pay invoices submitted by RWDI under its contract with N-SCI; and that the Starwood Defendants are liable for the unpaid sum on the basis of the doctrine of unjust enrichment.
[5] The Starwood Defendants argue that that claim is fatally flawed in law because they have two valid juristic reasons for the unquestioned enrichment of which they have been the recipient, namely the valid contract between themselves and N-SCI and the valid contract between the Plaintiff and N-SCI.
[6] The Plaintiff responds by argument that the existence of a contract alone is not a valid juristic reason for an enrichment if surrounding circumstances such as a breach of that contract render the enrichment “manifestly unjust” in the eyes of equity. (See para. 32 of Pacific National Investments Ltd. v. Corporation of the City of Victoria, 2004 SCC 75, [2004] 3 S.C.R. 575).
[7] Nothing pleaded in the statement of claim undermines the existence of the contract between the Starwood Defendants and N-SCI as a valid juristic reason for the enrichment in question. The existence of the contract alone is the valid juristic reason; even if the statement of claim had alleged that contract to have been breached by the Starwood Defendants, the valid juristic reason for the enrichment would remain (see for example Barrie Trim & Mouldings Inc. v. Country Cottage Living Inc., 2010 ONSC 2107 at para. 2 (Div. Ct.) where full payment was not made by a party in the position analogous to that of the Starwood Defendants).
[8] The Plaintiff alternatively seeks to amend the statement of claim to plead that either the Starwood Defendants were in breach of the contract between themselves and N-SCI or that it was invalid. As I have already noted, a breach would not remove the valid juristic reason for the enrichment. Moreover, there is no basis to add an entirely new allegation of contractual invalidity to the statement of claim.
[9] I, therefore, strike out the statement of claim as against the Starwood Defendants and do not grant leave to amend the statement of claim as requested by the Plaintiff.
[10] I award to the Starwood Defendants against the Plaintiff costs on a partial indemnity basis. If the parties cannot agree on the quantum of those costs, including through compliance with Rule 57.01(5) which I order, submissions may be made to me in writing.
Bloom, J.
DATE: March 9, 2015
CITATION: RWDI v. N-SCI, 2015 ONSC 1577
COURT FILE NO.: 480/14
DATE: 2015-03-09
SUPERIOR COURT OF JUSTICE – ONTARIO
RE: RWDI Air Inc. v. N-Sci Technologies, Oldman Power, LP, Oldman Power Holdings Inc., and Starwood Energy Group Global Inc., LLC
BEFORE: The Honourable Justice I. Bloom
COUNSEL: Justin Heimpel, for the Plaintiff
Justin Necpal, for the Defendant
ENDORSEMENT
Bloom, J.
DATE: March 9, 2015