CITATION: 986806 Ontario Limited v. Blyth, 2016 ONSC 8087
COURT FILE NO.: CV-16-0937-00
DATE: 20161222
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: 986806 ONTARIO LIMITED – and – KEN BLYTH, 1004801 ONTARIO LIMITED, Q.C. CORPORATE and K.E. BLYTH HOLDINGS INC.
BEFORE: André J.
COUNSEL: D.E. Mende, for the Applicant
E. Moore, for the Respondents
HEARD: October 24, 2016, at Brampton
E N D O R S E M E N T
[1] The respondents, Ken E. Blyth, 1004801 Ontario Limited (“100”) and K.E. Blyth Holdings Inc. (“KEBH”) bring a motion for the following court orders:
An order staying the application brought by the applicant 986806 Ontario Limited (“986”).
An order granting the release of the net proceeds of sale from the sale of the property municipally known as 959 Gana Court, Mississauga, Ontario (“the Property”), currently being held in trust by Kevin Hope of Hope Law Office, to the respondents.
In the alternative, an order for the release of $200,000 from the net proceeds of sale from the sale of the Property currently held in trust by Mr. Hope, to Mr. Blyth and KEBH.
Costs of the motion.
[2] 986 opposes the respondents’ motion.
[3] For the reasons stated the respondents’ motion is allowed.
BACKGROUND FACTS
[4] 986 is the minority shareholder in 100. 986 holds 15 shares in 100, or 15% of the issued and outstanding shares in the corporation.
[5] Chi Young Lee is the sole shareholder of 986. KEBH is the majority shareholder in 100, holding 85 issued and outstanding shares in the corporation.
[6] Mr. Blyth owns fifty percent (50%) of the issued and outstanding shares of KEBH. His wife, Lillian, owns the balance of KEBH’s shares.
[7] Mr. Blyth is the sole director of 986.
PROPERTY
[8] Mr. Blyth incorporated 100 on October 21, 1992 for the sole purpose of acquiring the Property. The Property was intended to house the operations of Bonair Cargo Systems Inc. (“Bonair”), a company controlled by Mr. Blyth and his partner, Mr. Wayne Freisen.
[9] On the date of the closing of the Property, November 20, 1992, fifteen shares in 100 were issued to 986. Mr. Lee contributed $50,000 to the purchase of the Property, which cost $1.8 million.
[10] On February 26, 2016, Mr. Blyth sold the Property for $4,250,000. The net proceeds of sale, in the amount of $1,809,638.14, are being held in trust by the real estate lawyer who completed the sale of the Property.
SHAREHOLDER’S AGREEMENT
[11] On December 3, 1992, Mr. Blyth, Mr. Freisen, 986, Mr. Lee, 100 and two other companies entered into a shareholder’s agreement (“the Agreement”).
[12] Article 12.01 of the Agreement provides that the parties to the Agreement would submit to final and binding arbitration to resolve any dispute related to the Agreement or arising under the Agreement.
[13] Article 12.01 provides as follows:
In the event that any disagreement arises between any of the parties hereto with reference to this Agreement or any matter arising hereunder and upon which the parties cannot agree (other than a matter governed by the provisions of Article Seven hereof), then every such agreement shall be referred to arbitration pursuant to the provisions of the Arbitration Act (R.S.O. 1980, c. 25), as amended, and in accordance in the provisions of Article Twelve.
[14] Article 12.03 of the Agreement states that there is no appeal of the arbitration award.
COURT ACTION
[15] 986 commenced an application against the respondents seeking, inter alia, damages for alleged oppressive conduct perpetrated by the respondents against 986.
[16] As part of its application, 986 brought a motion seeking to appoint an interim receiver to take control of the books and records of 100. In that motion, 986 is also seeking an order that the interim receiver take control of the net proceeds of sale from the sale of the Property.
[17] The net proceeds of sale from the Property in the amount of $1,807,363.14 are currently being held in trust by the real estate lawyer who handled the sale of the Property. These are being held in trust pursuant to an agreement by the parties, pending the return of 986’s motion to appoint an interim receiver.
[18] 100, Mr. Blyth and KEBH (collectively, the respondents), have commenced their own motion seeking,
An order staying the application.
An order directing this matter to proceed to an Arbitration Tribunal in accordance with the Shareholder’s Agreement between the parties.
An order permitting the release of the net proceeds, or a portion of those proceeds, to Mr. Blyth.
COURT ORDER
[19] By agreement of the parties, and pursuant to an order of Justice Gibson, dated July 15, 2016, it has been agreed and ordered that the respondents’ motion will be argued first followed by 986’s motion as a cross-motion.
RESPONDENTS’ POSITION
[20] The respondents’ motion should be granted for the following reasons:
(a) 986, Blyth and KEBH entered into a Shareholders’ Agreement with respect to 100. Pursuant to Article 12 of the Shareholders’ Agreement the parties agreed that any disagreement with reference to the agreement or any matter arising under the agreement shall be referred to arbitration.
(b) The issues raised by 986 on the application fall within the broad scope of the arbitration clause in the Shareholders’ Agreement.
(c) The Arbitration Act 1991, S.O. 1991, c. 17, provides that the arbitral tribunal is to rule on its own jurisdiction to conduct the arbitration.
(d) The issues raised on the application do not fall within any of the exceptions to arbitration set out in section 7 of the Arbitration Act (the “Act”).
(e) The respondents have not waived the requirement for arbitration in the Shareholders’ Agreement, either by words or conduct. The respondents have not attorned to the jurisdiction of the court on the application.
(f) The net proceeds are being held in trust pursuant to an agreement by the parties pertaining to the adjournment of 986’s original motion for an interim receiver. That motion is being addressed in the cross-motion. If the respondents are successful on the motion and the application is stayed, there is no need to determine the cross-motion and the relief sought becomes moot as the dispute is to be determined by the arbitral panel.
(g) Alternatively, there are sufficient funds in the net proceeds to satisfy 986’s claim for damages. A portion can be released to the respondents without prejudice to 986’s claim.
APPLICANT’S POSITION
[21] 986 submits that the respondents’ motion should be dismissed for the following reasons:
(a) The issues it has raised in its application falls outside of the scope of the Arbitration Act.
(b) The Arbitration Act, does not apply given that the matter falls within the exception set out in s. 7(2)(3) of the Act.
(c) There are creditors’ claims to be dealt with which cannot be adjudicated by an Arbitrator appointed under the Arbitration Act.
ANALYSIS
[22] This motion raises the following issues:
Should 986’s application be stayed?
Should the net proceeds of sale of the Property be transferred to Mr. Blyth?
If no, should the court order that $200,000 of the net proceeds of sale of the Property should be transferred to Mr. Blyth and KEBH?
ISSUE NO. ONE: Should 986’s application be stayed?
[23] The relevant sections of the Act provide that:
Court Intervention
Court intervention limited
No court shall intervene in matters governed by this Act, except for the following purposes, in accordance with this Act:
To assist the conducting of arbitrations.
To ensure that arbitrations are conducted in accordance with arbitration agreements.
To prevent unequal or unfair treatment of parties to arbitration agreements.
To enforce awards. 1991, c. 17, s. 6.
Stay
- (1) If a party to an arbitration agreement commences a proceeding in respect of a matter to be submitted to arbitration under the agreement, the court in which the proceeding is commenced shall, on the motion of another party to the arbitration agreement, stay the proceeding. 1991, c. 17, s. 7 (1).
Exceptions
(2) However, the court may refuse to stay the proceeding in any of the following cases:
A party entered into the arbitration agreement while under a legal incapacity.
The arbitration agreement is invalid.
The subject-matter of the dispute is not capable of being the subject of arbitration under Ontario law.
The motion was brought with undue delay.
The matter is a proper one for default or summary judgment. 1991, c. 17, s. 7 (2).
Arbitration may continue
(3) An arbitration of the dispute may be commenced and continued while the motion is before the court. 1991, c. 17, s. 7 (3).
Effect of refusal to stay
(4) If the court refuses to stay the proceeding,
(a) no arbitration of the dispute shall be commenced; and
(b) an arbitration that has been commenced shall not be continued, and anything done in connection with the arbitration before the court made its decision is without effect. 1991, c. 17, s. 7 (4).
[24] Section 17(1) of the Act provides that an arbitral tribunal may rule on its own jurisdiction to conduct the arbitration and may in that connection rule on objections with respect to the existence or validity of the arbitration agreement.
[25] Section 17(2) provides that if the arbitration agreement forms part of another agreement, it shall, for the purposes of a ruling on jurisdiction, be treated as an independent agreement that may survive even if the main agreement is found to be invalid.
[26] In Mantini v. Smith Lyons LLP, 2003 CanLII 20875 (ON CA), 64 O.R. (3d) 505 (C.A.), the Court of Appeal noted the following at para. 17:
In order to determine whether a claim should be stayed under s. 7(1) of the Arbitration Act, the court first interprets the arbitration provision, then analyses the claims to determine whether they must be decided by an arbitrator under the terms of the agreement, as interpreted by the court. If so, then under s. 7(1), the court is required to stay the action and refer the claims to arbitration subject to the limited exceptions in s. 7(2).
[Citations omitted]
[27] The Court of Appeal proceeded to note at para. 21 that: “In order to interpret the arbitration clause, it must be read in the context of the agreement as a whole, and its intended meaning gleaned within that context.”
[28] In ascertaining the nature of the dispute and whether the parties have agreed to have such dispute determined by an arbitrator, it is not the role of the court at this stage to make definitive pronouncements on the nature of the dispute or the jurisdiction of the alternate forum: see T.J. Whitty Investments Corp. v. Tagr Management Ltd., 2004 CanLII 34313 (ON SC), 47 B.L.R. (3d) 311 (Sup. Ct.), at para. 11.
Interpretation of the Arbitration Provision
[29] Article 12.01 of the Agreement provides that:
In the event that any disagreement arises between any of the parties hereto with reference to this Agreement or any matter arising hereunder and upon which the parties cannot agree (other than a matter governed by the provisions of Article Seven hereof), then every such agreement shall be referred to arbitration pursuant to the provisions of the Arbitration Act, … as amended, and in accordance in the provisions of Article Twelve.
[30] On its face, the arbitration provision is very broad. It makes reference to “any disagreement” which arises between the parties to the shareholder agreement with reference to the agreement “on any matter” arising under shall be referred to arbitration. It lists no exception to the provision.
[31] In my view, the following statement by the Ontario Divisional Court in Armstrong v. Northern Eyes Inc. (2000), 2000 CanLII 29047 (ON SCDC), 48 O.R. (3d) 442 (Sup. Ct. (Div. Ct.)), para. 23 applies with equal force to this matter, despite the different factual situation in that case:
The parties in this case chose the broad language of Article 22.01 to reflect their intention that all disputes of any kind relating to the operation of the agreement, including the machinery provided by Article 14.01 for the valuation and redemption of the shares of a departing employee, would be resolved by arbitration and not by the courts.
[32] The Divisional Court further noted at para. 24:
It was open to the parties, as they did here, to craft their own narrow private remedy in s. 14.01 for the valuation and redemption of the shares of departing shareholders. It was open to them to agree, as they did, to resolve their differences through that machinery rather than the potentially wider machinery provided under s. 248 of the OBCA.[^1]
[33] Finally, at para. 25:
When shareholders make this kind of choice, the courts will ordinarily hold them to their agreement. There is a very strong public policy that parties, who by contract resolve their differences by arbitration instead of resorting to the courts, should be held to their agreement: Boart Sweden AB v. NYA Stromnes AB (1988), 41 B.L.R. 295 (Ont. H.C.J.) at p. 303; Deluce Holdings Inc. v. Air Canada (1992), 1992 CanLII 7654 (ON SC), 12 O.R. (3d) 131 at pp. 151-52, 98 D.L.R. (4th) 509 (Gen. Div.) (R.A. Blair J.); Canadian National Railway Co. v. Lovat Tunnel Equipment Inc. (1999), 1999 CanLII 3751 (ON CA), 122 O.A.C. 171, 174 D.L.R. (4th) 385, per Finlayson J.A., at para. 20-21.
Analysis of 986’s Claims
Alleged Fraud
[34] Mr. Lee has deposed that, in 1992 Mr. Blyth fraudulently misrepresented to him that the purchase price of the property was $2.1 million rather than $1.8 million. This induced him to accept a 15% interest in the corporation. He maintained that he would never have entered into the Agreement had he known the true purchase price and the cash contributions of the other shareholders. Second, he deposed that Mr. Blyth’s daughter, Sherrie Over, met him in February 2016 and told him that the 1992 purchase price of the Property was $2.08 million.
[35] Counsel for 986 submits, on the basis of this evidence, that “there is strong and uncontradicted evidence that Blyth fraudulently misrepresented to Lee that the purchase was approximately $2.1 million, that his case contribution to the purchase price was $200,000 and that those numbers persuaded Lee to accept 15% interest in the corporation in exchange for his $50,000 cash contribution and to sign the Shareholders’ Agreement setting out the 70/15/15 percentage shareholdings. If successful, this fraud is a basis for awarding Lee compensation or damages exceeding $1.66 million.”
[36] The applicant’s counsel also submits that the alleged fraud would be grounds to void the Agreement, including the arbitration provision which is the basis for Mr. Blyth’s request for a stay of 986’s application.
[37] There is no independent evidence to support Mr. Lee’s claims of fraud regarding the purchase price. During his Examination for Discovery on September 26, 2016, he initially testified that he was “100%” sure that Mr. Blyth told him in 1992 that the purchase price of the Property was $2.1 million. He later admitted, however, that he was not quite sure given that “it’s 26 years ago”.[^2] Mr. Lee was not privy to the contract of purchase and sale.
[38] Second, I cannot place any weight to whatever information Ms. Over gave to Mr. Lee regarding the purchase price of the Property. The source of her information is unknown. She was not a signatory to the agreement. It is unknown whether she viewed documents regarding the purchase price.
[39] Third, both Mr. Blyth and Mr. Jim Lane, a Chartered Accountant who was a partner in the accounting firm for 986, 100, and Bonair Cargo Services Inc., have deposed that the purchase price of the Property was $1.8 million; with a vendor take back mortgage (“VTB”) of $1.2 million and with a $200,000 payment on closing.
[40] In my view, the evidence presented by Mr. Lee about the alleged fraud falls short of that which would have supported a finding of fraud and a conclusion that it vitiated the Agreement.
[41] The applicant also submits that Mr. Blyth has acted fraudulently in a number of mortgage transactions involving the Property. Mr. Blyth, it is claimed, encumbered the Property with a number of mortgages. He then used the borrowed funds for the benefit of his son. Between 2005 and 2013, Mr. Blyth withdrew approximately $1.2 million from the corporation to purchase equipment and pay debts of Bill Blyth. He also used $800,000 of the corporation’s funds to purchase equipment for his son and another $325,000 to settle his son’s personal liabilities. None of the borrowed funds went to Mr. Lee. Mr. Lee claims that had Mr. Blyth not borrowed these funds, the net proceeds of sale from the Property would have been $3.8 million, rather than $1.8 million.
[42] Mr. Blyth demurs. He maintains that the $800,000 was used to purchase equipment and settle personal liabilities of both Bill Blyth and Mr. Lee. Second, Mr. Lee received $319,340 or 27.11% of the $1,177,600 total dividends paid by 100 during this passport. This amount does not include the $125,000 which Mr. Lee received from Bill Blyth, which Mr. Lee admitted to receiving. This evidence, Mr. Blyth maintains, invalidates all of Mr. Lee’s claims of oppressive conduct by Mr. Blyth.
[43] Mr. Lee’s allegations of fraudulent misrepresentation, fraudulent misconduct and the sale of the Property without his knowledge all relate to his claims of oppressive conduct by Mr. Blyth, and his contention that the issues raised in his motion should not be subject to arbitration.
[44] However, allegations of oppressive conduct do not automatically trigger an exercise of the court’s discretion to stay arbitration proceedings. As the Court of Appeal noted in Woolcock v. Bushert, (2000) 2004 CanLII 35081 (ON CA), 246 D.L.R. (4th) 139 (Ont. C.A.), at para. 33, “the fact that part of the dispute among the parties involves oppressive conduct does not preclude resort to arbitration where the dispute is captured by an arbitration agreement made by the parties.”
[45] Additionally, the borrowing of money by the corporation and/or the sale or transfer of all or a substantial part of its assets are matters which form part of the Agreement. Indeed, Articles 5.01 and 5.02 provide that:
Article Five
Fundamental Changes
5.01 No action of the Corporation shall be taken without the consent of a majority of the Shareholders holding not less than Seventy-five (75%) percent of the votes of all the Shares of the Corporation on any of the following matters:
(a) any amendments to the Articles or By-Laws;
(b) any sale, transfer or other disposal of all or a substantial part of the assets and undertaking of the Corporation;
(c) the issue or transfer of the shares in the capital stock of the Corporation or any obligations, charges or debts convertible into such shares or involving rights to vote under any circumstances; or
(d) the winding up, dissolution or termination of the corporate existence of the Corporation.
5.02 No action of the Corporation shall be taken without the consent of a majority of the Shareholders holding not less than Seventy-five (75%) percent of the votes of all the Shares of the Corporation on any of the following matters:
(a) the payment of any dividends, purchases of any Shares by the Corporation or the making of any distribution to Shareholders;
(b) purchasing, leasing, acquiring, selling or disposing of any real property or other material asses;
(c) investing at any time funds of the Corporation in excess of $25,000;
(d) transferring, assigning, charging, selling or in any other manner encumbering or disposing of, the interest of any of the Shareholders hereto as a creditor of the Corporation with respect to Shareholders’ advances;
(e) the borrowing of any amount by the Corporation which, either alone or in conjunction with other indebtedness of the Corporation outstanding at the time, exceeds in the aggregate $25,000;
(f) the making of capital expenditures which, either alone or in conjunction with the other capital expenditures in any given financial year of the Corporation exceed in the aggregate $25,000;
(g) entering into by the Corporation of any contract or other commitment out of the ordinary course of the Corporation’s business or any contract or commitment which has a term exceeding one (1) year;
(h) the employment of any person whose gross annual salary exceeds $30,000.00;
(i) the payment of bonuses to Shareholders or directors of the Corporation; or
(j) the repayment of any Shareholder advances to the Corporation.
5.03 The parties acknowledge and agree that the Corporation shall not pay any salaries or management fees to any of the Principals or the Shareholders.
[46] Absent any pleading that the Agreement is invalid, other than a suggestion in the applicant’s factum, this issue should be the subject of arbitration.
Creditor’s Claims
[47] The applicant also submits that third party claims should be resolved prior to any arbitration provided for under the Agreement. These claims include the payment of capital gains tax following the sale of the property and a claim of $193,000 made by Sherrie Over, Mr. Blyth’s daughter, against 100. These claims, the applicant insists, cannot be dealt with by arbitration. The applicant relies on a number of decisions for the proposition that, unlike a Superior Court judge, an arbitrator has no inherent jurisdiction to deal with an issue involving an entity which was not a party to the arbitration agreement: see Canadian Musical Reproduction Rights Agency Ltd. v. Canadian Recording Industry Association (2005) 68 C.P.R. (4th) 421 (Sup. Ct.), paras. 6 and 11; Pirner v. Pirner (1997), 1997 CanLII 12165 (ON SC), 34 O.R. (3d) 386 (Ct. J. (Gen. Div.); Rampton v. Eyre, [2006] O.J. No. 5222 (Sup. Ct.); Jardine Lloyd Thompson Canada Inc. v. SJO Catlin, 2006 ABCA 18, 264 D.L.R. (4th) 358, leave to appeal to S.C.C. ref’d [2008] S.C.C.A. No. 87; Farah v. Sauvageau Holdings Inc., 2011 ONSC 1819, 11 C.P.C. (7th) 363, at paras. 53-58.
[48] In my view, there is simply no need for the court to deal with these claims prior to arbitration. Ms. Over’s claim was made in March 2016. She has not even filed an action against 100 or anyone else. Furthermore, the payment of capital gains tax is a matter between the CRA and 100, and this is not the subject of any litigation at this point.
Ambiguity
[49] The applicant points to the following evidence in support of his contention that the Agreement is ambiguous about whether the signatories agreed to binding arbitration in the event of a conflict.
[50] Article 15.09 of the Agreement states:
This agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the courts of such Province shall have exclusive jurisdiction to ascertain any action in connection with this agreement.
[51] He maintains that this provision conflicts with Article 12.01 of the Agreement. Given that Mr. Blyth’s lawyers drafted the Agreement, the conflicting provisions should be read in favour of Mr. Lee. The applicant relies on Seidel v. Telus Communications Inc., 2011 SCC 15, [2011] 1 S.C.R. 531 for this proposition.
[52] Article 15.04 of the Agreement states that “[T]he determination that any provision of this Agreement or any covenant herein contained on the part of any party is not valid shall not affect the validity of the other provisions or covenant hereof or herein contained which shall remain in full force and effect.”
[53] What is the significance of this severability clause in the Agreement? In Kolios v. Vranich, 2012 ONCA 269, the Court of Appeal noted, at para. 5, that “the shareholder agreements contain severability clauses the effect of which is that the arbitration clauses are separate contracts.” In other words, the arbitration clauses govern irrespective of any condition in the contract that appears to conflict with it.
[54] Furthermore, the Court of Appeal pointed out in Kolios that s. 17(2) of the Arbitration Act provides that if the arbitration agreement forms part of another agreement, it shall, for the purposes of a ruling on jurisdiction, be treated as an independent agreement that may survive even if the main agreement is found to be invalid; at para. 5. Finally, s. 17(2) of the Arbitration Act provides that an arbitration tribunal may rule on its own jurisdiction to conduct the arbitration and may in that connection, rule on objections with respect to the existence or validity of the arbitration agreement. To that extent, it is within the discretion of the arbitrator to deal with any attack on his or her authority to arbitrate any issue arising from the Agreement.
[55] For the above reasons, the application brought by 986 should be stayed.
ISSUE NO. TWO: Release of Net Proceeds of Sale
[56] It is clear that there is a serious dispute regarding monies owed to 986 by Mr. Blyth and 100. The former has initiated a claim against the latter seeking damages. There is also a question of how much money is owed to Mr. Lee personally and what portion of the net proceeds of sale that he is entitled to. These issues, in my view, justify a retention of a portion of the net proceeds in trust to settle any claims or judgments that may arise in the future.
[57] That said, a portion of the funds should be released to settle any capital gains liability which the company owes to the Canada Revenue Agency (“CRA”). Additionally, a certain portion of the funds should be released for living expenses and to fund the arbitration.
[58] In my view, the sum of $150,000 from the net proceeds of the sale of the Property should be made available to Mr. Blyth and KEBH for living expenses and to fund the proposed arbitration.
[59] Once it is determined how much capital gains tax is owed to the authorities, this amount of money should also be released from the net proceeds of sale of the Property to settle this debt.
COSTS
[60] The applicant seeks costs in the amount of $76,680.57 on a partial indemnity basis and $119,028.68 on a full indemnity basis.
[61] The respondent seeks costs in the amount of $42,242.83 on a partial indemnity basis and $60,239.07 on a substantial indemnity basis.
[62] In determining the quantum of costs which are fair and reasonable in this matter, I consider the following factors:
The respondents have been substantially successful in this matter;
The matter was very complex. It involved a large number of affidavits, at least six (6) cross-examinations, the appointment of a Receiver, a significant deal of research, the preparation of facta and the serving and filing of a voluminous amount of materials;
The issues were very important. They involved the determination of jurisdiction, the claims of third parties, the entitlement of shareholders to the proceeds of sale of the company’s sole asset and allegations of fraudulent behaviour;
Neither party can be said to have behaved in a fashion that unnecessarily lengthened the duration of the proceeding; neither can it be said that any step in the proceeding was improper, vexatious or unnecessary or taken through negligence, mistake or excessive caution;
The hourly rate of counsel for the respondents, $195 on a partial indemnity basis, is reasonable, given his 2008 year of call;
The hours of preparation are not excessive although the time expended on the review of the applicant’s motion material, reply and responding motion material and preparation of factum appears high.
[63] In my view, costs in the amount of $35,000 inclusive, are fair and reasonable in this matter.
ORDERS
The application brought by the applicant, 986906 Ontario Limited, is stayed.
The sum of one hundred and fifty thousand dollars ($150,000) should be paid to the respondents, Mr. Blyth and K.E. Blyth Holdings Inc. out of the net proceeds of sale of the property known municipally as 959 Gana Court, Mississauga, Ontario, currently being held in trust by Kevin Hope, Esq. of Hope Law Office.
Once the capital gains tax payable by 1004801 Ontario Limited to the Canada Revenue Agency is determined, a similar amount should be paid to Mr. Ken E. Blyth from the net proceeds of sale of the property known municipally as 959 Gana Court, Mississauga, Ontario, currently being held in trust by Kevin Hope, Esq. of Hope Law Office, for the sole purpose of remitting same to the Canada Revenue Agency.
The applicant 986906 Ontario Limited will pay costs, fixed in the amount of $35,000 inclusive, to the respondents within ninety (90) days of today’s date.
André J.
DATE: December 22, 2016
CITATION: 986806 Ontario Limited v. Blyth, 2016 ONSC 8087
COURT FILE NO.: CV-16-0937-00
DATE: 20161222
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: 986806 ONTARIO LIMITED – and – KEN BLYTH, 1004801 ONTARIO LIMITED, Q.C. CORPORATE and K.E. BLYTH HOLDINGS INC.
BEFORE: André J.
COUNSEL: D.E. Mende, for the Applicant
E. Moore, for the Respondents
ENDORSEMENT
André J.
DATE: December 22, 2016
[^1]: Ontario Business Corporations Act, R.S.O. 1991, c. B.16.
[^2]: Examination for Discovery, September 26, 2016, page 38.