CITATION: Remarkable Energy Inc. v. Crosscurrent Energy Corp., 2015 ONSC 3663
COURT FILE NO.: CV-15-10911-00CL CV-15-10919-00CL
DATE: 20150608
ONTARIO
SUPERIOR COURT OF JUSTICE
COMMERCIAL LIST
BETWEEN:
REMARKABLE ENERGY INC. Applicant
– and –
CROSSCURRENT ENERGY CORP. Respondent
AND BETWEEN
CROSSCURRENT ENERGY CORP. Applicant
-and-
REMARKABLE ENERGY INC. and VASILLIOS SHINAS Respondents
Hilary Book and Scott McGrath, for the Applicant
John J. Adair and Valerie Hogan, for the Respondent
HEARD: June 1, 2015
Newbould J.
[1] There are competing applications concerning a feed-in tariff (FIT) contract (the “FIT Contract”) with the Ontario Power Authority (the “OPA”). Remarkable Energy Inc. (“Remarkable”) had the FIT Contract with the OPA. It borrowed from Crosscurrent Energy Corp. (“Crosscurrent”) and pledged the FIT Contract as security for the loan. Crosscurrent later foreclosed on its security and claims that it now owns the interest of Remarkable in the FIT Contract. Remarkable claims relief from forfeiture. Crosscurrent asserts that there is good reason not to grant relief from forfeiture.
[2] Crosscurrent in its application claimed that apart from the security it took from Remarkable, it had a binding agreement with Remarkable to purchase the FIT Contract and it claimed in the alternative a declaration that the agreement was binding. It is now conceded that there was no binding agreement, but Crosscurrent claims that Remarkable in bad faith failed to agree to terms of pricing for the agreement and that for that reason should not be granted relief from forfeiture.
[3] For the reasons that follow, I am of the view that Remarkable should be granted relief from forfeiture.
Relevant history
[4] In 2010, the Ontario government created the feed-in tariff program to encourage and promote greater use of renewable energy sources for electricity generating projects in Ontario. The goal of the program was to connect renewable energy sources to Ontario's power grid. In exchange, Ontario would buy the power at generous rates.
[5] On February 16, 2010, Remarkable signed a lease with the Town of Gananoque to lease the rooftops of two buildings located in Gananoque, Ontario. Remarkable's plan was to install solar panels on the roofs of the buildings and sell the resulting solar power to the Ontario government.
[6] After Remarkable signed the lease it began taking the steps necessary to qualify for the FIT program. Eventually, Remarkable was able to submit a FIT application to the OPA for its review. By letter dated July 2, 2010, the OPA approved Remarkable for the FIT Contract. The FIT Contract was for a 68 kW project at a contract price of 71.3 cents per kW/hr.
[7] Remarkable hired a third party engineering, procurement and commissioning (EPC) firm, EFAN Green Inc. ("EFAN"), to prepare a proposal for the installation of the solar panels. EFAN projected income over the course of the 20-year FIT Contract at $1,272,019.31. At the end of the project, EFAN was to have provided a performance guarantee, which guarantees a minimum amount of power generation from the solar panels. This performance guarantee is an industry standard that is necessary in order to obtain financing.
[8] Over the four years after Remarkable signed the FIT Contract, Remarkable worked to move the project from theoretical to operational. This involved numerous steps and expenses, including:
(a) securing a "Connection Impact Assessment" from Eastern Ontario Power;
(b) retaining engineers to design the solar project;
(c) obtaining the appropriate building permits; and
(d) negotiating a FIT Amending Agreement allowing extra time to bring the project online.
[9] By 2014, at a time when all that remained to do was construct and install the solar panels and connect the power to the grid, Remarkable was running low on funding. Bill Shinas, the principal of Remarkable, approached Lawrence Goldfinger, the president of Crosscurrent.
[10] In May, 2014 Mr. Shinas and Mr. Goldfinger began negotiations. What happened thereafter is partly agreed and partly contested. Remarkable says an agreement to lend was made and that while there were discussions regarding the FIT Contract being purchased by a joint venture of Mr. Goldfinger and two other persons, no price was ever agreed. Crosscurrent says that the loan agreement was made as part of a transaction in which the FIT Contract was to be sold to the joint venture through Crosscurrent.
[11] On August 12, 2014, a document headed Draft and entitled Gananoque MOU between Remarkable Energy and Solar SPV was signed by Mr. Shinas on behalf of Remarkable, by Mr. Goldfinger on behalf of Canoram Intl. and by David Wolinsky on behalf of SPV.
[12] The MOU was very imprecisely drafted and it is unclear as to exactly what it meant or what was contemplated under it. It did state that Canoram International Trading Company Limited had agreed to finance the project in consideration for revenues in the FIT Contract and 15% of the shares of Remarkable. It stated that David Wolinsky, Ari Levy and Mr. Goldfinger would form a special purpose vehicle “with the intention of replacing Canoram financing this project”. It appeared to contemplate that the SPV would obtain the financing from a lending institution. No lender was identified and there is no evidence in the record whether a lender was known or ever contacted.
[13] The MOU contained two provisions regarding the transfer of the FIT Contract. One provision stated that Remarkable would transfer ownership of the FIT Contract to the SPV “in exchange for a commitment by the SPV to use their best efforts to negotiate with the lender a maximum return of Remarkable’s investment into the FIT Contract as well as a percentage in the net revenue stream of the contract”. The other provision stated that the SPV could at its sole discretion buy the FIT Contract from Remarkable in exchange for either “shares in the equity which Remarkable pledges, and assigns the cash flow, to the SPV and the lender to secure, indemnify and protect against any and all liabilities, including but not limited to expenses, legal actions and liabilities that arise in relation to Bill Shinas or Remarkable” or “a promissory note to Remarkable that provides milestones for repayment of Remarkable’s investment” that would be offset by “any liabilities or costs that may arise form Remarkable’s and/or Bill Shinas’ involvement with or ownership of” the FIT Contract.
[14] On August 26, 2014 an addendum to the MOU was signed. It provided that the FIT Contract would be sold to the SPV “for a price that reflects Remarkable’s prepaid expenses that ultimately benefitted the project”. It contained a number of provisions relating to a transfer of the FIT Contract. No fixed price was contained in the addendum.
[15] Sometime after the MOU and addendum were signed, Mr. Wolinsky decided he did not want to participate in the project and told Mr. Shinas that everything was off, i.e that the deal was off.
[16] On September 15, 2014 Mr. Goldfinger asked Mr. Shinas if he had spoken with the OPA about assigning the FIT Contract to Crosscurrent. Mr. Shinas responded that nothing would be assigned until he saw paperwork and the parties agreed on the payments and certain other points. The next day, on September 16, 2014, Mr. Goldfinger asked Mr. Shinas to hold off talking to the OPA until he had "a talk with our lawyers concerning the OPA". Goldfinger told Shinas that “we may have another approach”.
[17] On September 19, 2014 Mr. Goldfinger told Mr. Shinas that his lawyers, Dentons LLP, told him that the best course of action would be to pursue the lending approach and lend the funds to build out the project and then after the COD (commercial operation date, or the finish of the project), an agreement of purchase and sale to buy the project would be signed. The OPA required the project to be completed by January 2, 2015, failing which the FIT Contract would be revoked.
[18] On September 19, 2014 the loan documentation prepared by Dentons was sent by Mr. Goldfinger to Mr. Shinas. On September 22, 2014 Remarkable signed a demand promissory note in favour of Crosscurrent for the amount of unpaid principal from time to time owing as recorded on an attached grid. The idea was that as money was advanced, it would be added to the grid. On the same date, a debenture from Remarkable to Crosscurrent was signed. It pledged all of the assets of Remarkable as security for the promissory note including the rights of Remarkable under the FIT Contract.
[19] On November 14, 2014 Mr. Goldfinger sent to Mr. Shinas by e-mails a draft purchase agreement under which Crosscurrent would purchase the FIT Contract from Remarkable. It provided for a purchase price of $12,000 on closing, the release of indebtedness under the demand promissory note and approximately $8,000 per year for 4 years commencing one year after closing.
[20] In his e-mail of November 14, 2014 to Mr. Shinas, Mr. Goldfinger said that because of additional costs, he had reduced his offer. He attached a “reconciliation” that contained a range of figures.
[21] Mr. Shinas was not agreeable to the price proposed by Mr. Goldfinger. Remarkable had spent over $150,000 in the project. He did not sign the draft agreement. Mr. Goldfinger pressed him to negotiate the contract. On December 8, 2014 Mr. Shinas told Mr. Goldfinger that he would do nothing without input from his lawyer and complained that too many times Mr. Goldfinger’s word regarding good faith payments had not been kept. He was referring to what he said was a promise that he would be paid $20,000 as a good faith payment after signing the MOU, which was not paid.
[22] The project was completed on or about December 23, 2014 and is now on-line and producing revenue.
[23] On December 29, 2014, Dentons on behalf of Crosscurrent sent Remarkable a letter advising that Crosscurrent would be demanding repayment of the amounts owed to it under the demand note. No amount was specified.
[24] Dentons sent Remarkable a further letter on January 21, 2015 that enclosed a demand letter from Crosscurrent on the demand promissory note and a notice of foreclosure of the debenture security under the PPSA. The notice of foreclosure provided that in accordance with the PPSA, Remarkable had 15 days to object and that unless the collateral under the debenture was redeemed, Crosscurrent intended to accept the collateral in satisfaction of the obligations under the demand promissory note and debenture.
[25] Mr. Shinas provided a copy of the letter to Remarkable’s lawyer, Nick Kotsopoulos. His evidence is that he thought that Mr. Kotsopoulos was dealing with the foreclosure notice. Crosscurrent asserts that based on the evidence, which is limited, Mr. Shinas knew that Mr. Kotsopoulos was not dealing with it.
[26] No notice of objection was delivered to Crosscurrent within 15 days, and on February 6, 2015, Dentons on behalf of Crosscurrent wrote to Remarkable advising that as no notice of objection had been made by Remarkable to the notice of foreclosure, Crosscurrent was deemed to have irrevocably elected to accept the collateral in full satisfaction of the obligations contained in the note and debenture and that Crosscurrent was entitled to the collateral (i.e. the rights of Remarkable under the FIT Contract).
Analysis
[27] Crosscurrent now concedes that no binding agreement to purchase the FIT Contract was reached but contends that the parties had an exchange of promises that both sides believed was binding. It contends that Remarkable is trying to take advantage of their common misunderstanding and should not be able to do so by being granted relief from forfeiture.
[28] The notice of foreclosure was served by Crosscurrent on Remarkable pursuant to subsection 65(2) of the PPSA. Subsection 65(3) of the PPSA permits a party to object to a notice of foreclosure served pursuant to subsection 65(2) of the PPSA by delivering a written objection within 15 days after service. If an objection is delivered, the secured party is required to sell the collateral, on at least 15 days’ further notice. If no objection is delivered, then after 15 days, the secured party is deemed to have accepted the collateral in full and final satisfaction of its indebtedness.
[29] A court can, however, grant additional time to deliver a notice of objection. Subsection 65(3.1) of the PPSA specifically grants the power to extend the time within which a party may object to a Notice of Foreclosure. It provides:
Extension of time
(3.1) Upon application by any person entitled to notification under subsection (2), the Superior Court of Justice may make an order extending the 15-day period mentioned in subsection (3).
[30] In addition, section 98 of the Courts of Justice Act provides a court with the power to grant relief from forfeiture. It provides:
Relief against penalties
- A court may grant relief against penalties and forfeitures, on such terms as to compensation or otherwise as are considered just.
[31] Neither party has been able to find any case considering the extension rights contained in subsection 65(3.1) of the PPSA. They both rely on the common law principles regarding relief from forfeiture. These are well known. In a recent case, Kozel v Personal Insurance Co (2014), 2014 ONCA 130, 119 OR (3d) 55 (CA), LaForme J.A. described the tests for granting relief from forfeiture as follows:
[29] The remedy of relief against forfeiture is equitable in nature and purely discretionary: Saskatchewan River Bungalows Ltd. v. Maritime Life Assurance Co., 1994 SCC 100, [1994] 2 S.C.R. 490, [1994] S.C.J. No. 59, at p. 504 S.C.R. Its origin and purpose was briefly reviewed by Doherty J.A. in Ontario (Attorney General) v. 8477 Darlington Crescent, [2011] O.J. No. 2122, 2011 ONCA 363, 333 D.L.R. (4th) 326, at paras. 86-87:
Courts of equity have always had the power to relieve against the forfeiture of property consequent upon a breach of contract. That power is now expressed in various statutes dealing with specific kinds of contracts (e.g., contracts of insurance, leases) and has been given more general expression in s. 98 of the [CJA]. . . .The power is predicated on the existence of circumstances in which enforcing a contractual right of forfeiture, although consistent with the terms of the contract, visits an inequitable consequence on the party that breached the contract. Relief from forfeiture is particularly appropriate where the interests of the party seeking enforcement by forfeiture can be fully vindicated without resort to forfeiture. Relief from forfeiture is granted sparingly and the party seeking the relief bears the onus of making the case for it.
[30] In insurance cases, the purpose of the remedy "is to prevent hardship to beneficiaries where there has been a failure to comply with a condition for receipt of insurance proceeds and where leniency in respect of strict compliance with the condition will not result in prejudice to the insurer": Falk Bros. Industries Ltd. v. Elance Steel Fabricating Co., 1989 SCC 38, [1989] 2 S.C.R. 778, [1989] S.C.J. No. 97, at p. 783 S.C.R. [page63 ]
[31] In exercising its discretion to grant relief from forfeiture, a court must consider three factors: (i) the conduct of the applicant, (ii) the gravity of the breach and (iii) the disparity between the value of the property forfeited and the damage caused by the breach: Saskatchewan River Bungalows, at p. 504 S.C.R.
[32] In argument, Mr. Adair said that if Mr. Shinas was acting in good faith and failed to respond in time to the notice of foreclosure, an extension of time should be granted to Remarkable. He said, however, that Mr. Shinas was not acting in good faith, that he sat back in the weeds and let Mr. Goldfinger think that there was a deal to sell the FIT Contract to Crosscurrent without properly negotiating a final price for the deal.
[33] The evidence is clear that from June 2014, well before even the MOU was signed, Mr. Goldfinger became involved in the operations of the project. The evidence differs as to the reasons. Mr. Goldfinger says that it became apparent that Remarkable was in a state of disarray and that he and his partners concluded in July, 2014 that they were not prepared to provide the financing to Remarkable, or to stay involved with the project if Mr. Shinas was going to have any operational authority. In June 2014 Mr. Goldfinger got into a dispute with EFAN, the EPC contractor, and did not want to pay amounts required by EFAN. In July 2014, Mr. Goldfinger had Dentons draft a letter on Remarkable letterhead to EFAN terminating the EFAN contract.
[34] Mr. Shinas denies that the situation was in disarray or that there were operational issues. All work had been done prior to EFAN becoming the EPC contractor. He said that went along with Mr. Goldfinger’s desire to be involved in the project because Mr. Goldfinger was going to be putting up the money to finish the project and that Mr. Goldfinger assured him he would hire a new EPC contractor to finish the project on time.
[35] In any event, it was Mr. Goldfinger who hired a company named Lite Source as the new EPC contractor. Payments were made directly by Crosscurrent to Life Source, the first payment being made in early October 2014. No money was loaned directly by Crosscurrent to Remarkable under the demand promissory note.
[36] What Crosscurrent now essentially argues is that Mr. Shinas should have negotiated a final price with Mr. Goldfinger, knowing that Mr. Goldfinger thought he had a deal, and that by failing to do that, he was acting in bad faith and thus should not be granted any relief from foreclosure.
[37] I do not accept that. There was no agreement reached on the price and Mr. Goldfinger knew that. Mr. Goldfinger took an aggressive position on the pricing when he sent the draft agreement of purchase and sale to Mr. Shinas. He was of course entitled to do that, but he had no right to expect that Mr. Shinas would agree to that price or to some other price that Mr. Goldfinger would accept.
[38] Mr. Goldfinger did not act as if he thought there was any concluded deal. On September 8, 2014 he e-mailed Mr. Shinas saying he needed certain terms. On November 14, 2014 when he sent the draft agreement to Mr. Shinas, he referred to it as an offer. The price he included was aggressive and he had to know Mr. Shinas would be unlikely to accept it. On November 27, 2014 he e-mailed Mr. Shinas and said that Mr. Shinas had to make a decision to negotiate that week. On December 7, 2014 Mr. Goldfinger e-mailed Mr. Shinas and maintained that the offer he had made was generous as there were further additional costs not calculated on his earlier “reconciliation”. On December 8, 2014 after Mr. Shinas told him that day that he was concerned because too many times Mr. Goldfinger’s word was not kept regarding the good-faith payments, Mr. Goldfinger e-mailed Mr. Shinas and said that he was not prepared to wait to negotiate the contract.
[39] Mr. Goldfinger may have thought that he would in the end find Mr. Shinas pliable enough to come to some terms on the price to sell the FIT Contract. Mr. Goldfinger was making a healthy interest on the loan that he was advancing and he had an interest in seeing that the project was completed so that there would be funds to repay the loan. I have little doubt that he was motivated as well by the prospect of acquiring the FIT Contract. But he made a choice based on legal advice that he received from Dentons to leave the contract to acquire the FIT Contract until the project was finished because it would be easier to obtain the consent of the OPA to an assignment of the FIT Contract. Together with that choice, he in his words “reduced the amount of the offer” based on what he said were additional costs attributed to EFAN’s doing and later asserted his offer was generous because of other costs incurred. I do not think that Mr. Shinas had an obligation to accede to Mr. Goldfinger’s demands or to negotiate a price that Mr. Goldfinger might or might not accept. He chose to bargain by not accepting Mr. Goldfinger’s offer of a price. While it may have been prudent to tell Mr. Goldfinger there was no deal in place, it is clear that Mr. Goldfinger knew there was no deal in place. I cannot say in these circumstances that Mr. Shinas was acting in bad faith.
[40] Regarding the failure to take steps to act on the notice of foreclosure, there is no doubt that Mr. Shinas called his lawyer Mr. Kotsopoulos on the day it was received and he dropped it off at Mr. Kotsopoulos’s office the next day. Mr Shinas testified to this in his affidavit material, on a cross-examination on his affidavit and again when called at the hearing to be cross-examined. His recollection is somewhat vague on the details of what was discussed but said he told Mr. Kotsopoulos that he wanted him to deal with it and that when he dropped it off with the receptionist at Mr. Kotsopoulos’ office, he assumed Mr. Kotsopoulos would do so. His evidence is that it was only when he received the further letter notifying him that Crosscurrent now had the rights to the FIT Contract that he realized that Mr. Kotsopoulos had not responded to the earlier demand for payment and notice of foreclosure.
[41] An undertaking was given to provide information from Mr. Kotsopoulos. That information was provided in writing. It is not entirely clear but does state that Mr. Kotsopoulos told Mr. Shinas that the enforcement proceedings would need to be addressed by Mr. Shinas and that the foreclosure notice ought to have been brought to alternative counsel. Mr. Shinas said in his evidence that he did not recall Mr. Kotsopoulos saying that.
[42] I hesitate to make any findings on this issue regarding exactly what transpired between Mr. Shinas and Mr. Kotsopoulos. There has been no evidence given by Mr. Kotsopoulos and I understand that it is possible that an action may be taken against Mr. Kotsopoulos depending on the outcome of this application.
[43] I have considerable doubt that Mr. Shinas would have just walked away from the FIT Contract after receiving the notice of foreclosure without taking steps to protect himself. Once he received the further notice saying that Crosscurrent now had title to the FIT Contract, Mr. Shinas took steps to quickly get another lawyer. No explanation had been given in the demand for payment how the figures were arrived at and Mr. Shinas had concerns that he was not been given proper notice so that he could figure out what in fact was owing. It may be that there was a miscommunication between Mr. Shinas and Mr. Kotsopoulos. I hesitate to say more.
[44] I would not deny Remarkable relief from foreclosure based on what transpired between Mr. Shinas and Mr. Kotsopoulos. I cannot find that Mr. Shinas deliberately failed to respond to the notice of foreclosure.
[45] The demand letter demanded payment of $288,006.95 plus interest of $15,570.70 and fees and expenses of $110,851.50. No explanation as to how any of these amounts were calculated was provided.
[46] On February 17, 2015, WeirFoulds wrote to Dentons requesting details of the fees and expenses and proof of the advances referred to in the letter. Crosscurrent did not provide proof of the principal advanced until it served its affidavit material in these applications in May 2015. Crosscurrent originally claimed that the principal owing was $288,006.95, but has now reduced that claim to $286,506.95.
[47] Crosscurrent has not provided an interest calculation, and did not provide the dates the funds were advanced (so that Remarkable could conduct its own interest calculation) until May 18, 2015.
[48] Crosscurrent originally claimed in the demand professional fees and expenses of $110,851.50, but it can only show legal fees of $57,732.96, a large amount of which is unrelated to the drafting or enforcement of the loan documentation and thus not collectible under the debenture security. Crosscurrent has not paid the Denton invoices, and refused on cross-examination to answer whether it intends to pay them or why there is such a large discrepancy between the fees claimed in the notice of foreclosure and the actual amount of the invoices. In answer to a question taken under advisement, Crosscurrent stated that it recognizes its legal obligation to pay the invoices but whether Crosscurrent will pay them depends on the outcome of these applications. If Crosscurrent does not receive payment but the FIT Contract is lost, then Crosscurrent will have no funds to pay the Denton invoices.
[49] During argument, Mr. Adair said that if relief from forfeiture is ordered, he will try to work out with Ms. Book what is properly payable by Remarkable under the debenture.
[50] On his cross-examination, Mr. Goldfinger asserted that when WeirFoulds requested details of the calculations in its February 17, 2015 letter, Crosscurrent did not provide the information because it was “proprietary”. He further stated that although by the time of his cross-examination the information had been provided “on a cursory level, not an in-depth level”, that cursory information was not provided after the February 17, 2015 letter “because we were hoping that he would come to his senses and negotiate a final price”.
[51] This failure to provide information in the demand for payment and notice of foreclosure that would enable Remarkable to determine if the amounts claimed were in fact payable, and the continuing failure for tactical reasons not to provide it, is in itself reason to relieve from forfeiture, as is the fact that the amounts that were demanded are now acknowledged not to be payable in those amounts.
[52] Mr. Shinas has attempted to raise funds to pay out the Crosscurrent loan. Crosscurrent has done its best to prevent that from occurring. The evidence is that in order to obtain financing based on a FIT contract, a lender requires the exact amount owing and also a performance guarantee from the EPC contractor who did the installation. The performance guarantee is a standard guarantee provided by an EPC contractor and serves as a guarantee or warranty as to the amount of energy output that the project will generate over time.
[53] In this case, Remarkable still does not know the exact amount owing because of the issues regarding the Dentons accounts and what can properly be claimed from Remarkable under the debenture. Regarding the performance guarantee, Crosscurrent has refused to provide any documentation that it has with Lite Source, the EPC contractor. Mr. Goldfinger said on his cross-examination that there is no performance guarantee from Lite Source other than what is provided in the contract. Crosscurrent has refused to produce any documentation that it has with Lite Source and during argument Mr. Adair said that Crosscurrent should not have to give these up to help Remarkable get financing and will not do so without a court order.
[54] So far as the gravity of the breach is concerned, the breach was not grave, particularly when the proper details of what was owed were not provided with the demand for payment and the amount demanded turns out to have been overstated. An amount payable on demand requires a reasonable notice or time for payment to be given. See Ronald Elwyn Lister Ltd. v. Dunlop Canada Ltd. 1982 SCC 19, [1982] 1 S.C.R. 726. In this case, the demand for payment made by Crosscurrent was for payment “forthwith”. This was not reasonable notice, particularly when no details of how the amounts claimed were calculated and it was known by Crosscurrent that Remarkable would not have those details.
[55] Moreover, the Crosscurrent loan was fully secured by the FIT Contract that is expected to generate revenues of over $1.2 million. The loan is also personally guaranteed by Mr. Shinas who has pledged his home as security. The loan was not in danger of being unpaid. The FIT Contract has a value of over $1.2 million. The loss of that contract by Remarkable would be much greater than the damages cause by the breach. If there was any damage caused by the failure to pay the loan on demand, which I do not think was the case, any such damage was caused at least in part by the failure of Crosscurrent to provide information so that Remarkable could calculate what was in fact owing.
Conclusion
[56] Remarkable is entitled to relief from forfeiture. The time to repay the Crosscurrent loan is to be 60 days from the date (i) that Crosscurrent provides to Remarkable all documents in its possession relating to the contract with Lite Source and relating to the work done by Lite Source, including all representations, warranties and guarantees provided by Lite Source, which Crosscurrent is ordered to provide; (ii) the date that the amount owing by Remarkable to Crosscurrent has been established, including the amounts for principal, interest and legal expenses.
[57] In its factum, Crosscurrent has claimed payment of $60,000 said in argument to be a quantum meruit claim. There is no basis for such a claim by Crosscurrent.
[58] The parties should together determine when the 60 days commences. If there is any dispute regarding when the 60 days is to commence, it will not commence until a further order has been made determining when it is to commence.
Newbould J.
Released: June 8, 2015
CITATION: Remarkable Energy Inc. v. Crosscurrent Energy Corp., 2015 ONSC 3663
COURT FILE NO.: CV-15-10911-00CL CV-15-10919-00CL
DATE: 20150608
ONTARIO
SUPERIOR COURT OF JUSTICE COMMERCIAL COURT
BETWEEN:
REMARKABLE ENERGY INC. Applicant
– and –
CROSSCURRENT ENERGY CORP. Respondent
AND BETWEEN
CROSSCURRENT ENERGY CORP. Applicant
-and-
REMARKABLE ENERGY INC. and VASILLIOS SHINAS Respondents
REASONS FOR JUDGMENT
Newbould J.
Released: June 8, 2015