COURT FILE NO.: CV-18-606009-CL
DATE: 20190816
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Antoine Chahine Badr
Applicant
– and –
2305136 Ontario Inc., 2400764 Ontario Inc., 1341132 Ontario Inc., G.L.A.D. Operations Inc., Global Logistics & Distribution Holdings Inc., Keyrole Supply-Chain Inc., Karen Kim in her Capacity as Trustee of the Estate of Vincent Wong, Karen Kim, Guangdong Hongtu Technology (Holdings) Co. Ltd., Guan Fend Qin, Du Hui Bi and Vikeda Industries Inc.
Respondents
E. Patrick Shea and Christopher Stanek for the Applicant
John J. Chapman and Manav Singhla for 1341132 Ontario Inc., Estate of Vincent Wong, Karen Kim and Vikeda Industries Inc.
Chris Reed for G.L.A.D. Operations Inc. and Global Logistics & Distribution Holdings Inc.
Jonathan Rosenstein for Keyrole Supply-Chain Inc.
Sandra E. Dawe for Guan Fend Qin and Du Hui Bi
HEARD: July 9, 2019
penny j.
Overview
[1] This is an application, brought in the context of an ongoing proceeding under the oppression remedy, s. 248 of the Ontario Business Corporations Act, for specific relief in relation to payment of a shareholder loan owed by 2305136 Ontario Inc. to Antoine Chahine.
[2] The applicant seeks an order imposing “enterprise liability” for repayment of this shareholder loan not only on 2305 but on companies of which 2305 is the majority (51%) shareholder – G.L.A.D. Operations Inc. (GLAD Canada) and Global Logistics & Distribution Holdings Inc. (GLAD US) – as well as personal liability on the Estate of Vincent Wong and its estate trustee, Karen Lim, who is Mr. Wong’s widow.
[3] The corporate chart of relevant shareholdings is set out below:
Issues
[4] Although the notice of application and the applicant’s factum raised several issues, the two issues seriously advanced at the hearing were:
(1) whether enterprise liability for the repayment of Mr. Chahine’s shareholder loan should be imposed on the GLAD companies and/or the Estate of Vincent Wong and his estate trustee personally; and
(2) whether an order should be made that Guan Fend Qin and Du Hui Bi, who claim to be, collectively, 49% shareholders, directly or indirectly, of the GLAD companies, must provide documentary evidence of their purported shareholdings and shareholder capital accounts and pay $882,000 to 2305.
Background
[5] This litigation arose out of circumstance going back to 2011 when Mr. Wong sought Mr. Chahine’s help. Mr. Wong’s auto parts manufacturing and logistics business was in serious trouble. Mr. Chahine had restructuring experience. Under Mr. Chahine’s direction, Mr. Wong’s business was restructured. Mr. Wong realized more than he had initially hoped.
[6] The parties agreed that Mr. Chahine’s fee, $3.5 million, would be left in the new business (the GLAD companies – an auto parts logistics business) as a shareholder loan and that he and Mr. Wong would, through their own holding companies, be 50/50 shareholders in 2305. 2305, it was contemplated, would own the controlling interest in the GLAD companies.
[7] Mr. Wong later resiled from the agreement. This resulted in a trial before me in late 2014 and early 2015. On July 6, 2015, I released the Decision granting judgment against Mr. Wong and 2305 to the effect that:
(a) Mr. Chahine is a 50% shareholder of 2305;
(b) Mr. Chahine has a shareholder loan owed by 2305 in the amount of $2.8 million;
(c) Mr. Wong shall buy out Mr. Chahine’s 50% interest in 2305 based on fair value, as of July 6, 2015, to be fixed by the Court; and
(d) 2305 shall repay Mr. Chahine’s shareholder loan in an amount, time and manner to be fixed by the Court at the same time fair value is determined.
[8] I imposed a timetable for retaining experts and bringing the issue of fair value before the Court within a matter of months. Unfortunately, that timetable quickly fell by the wayside and the issue of fair value (as well as the issue of how, when and in what amounts Mr. Chahine’s shareholder loan would be repaid) is still unresolved. Further, contrary to my direction that the issue of repayment of the Chahine Shareholder Loan be heard at the same time as the issue of fair value (for the obvious reason that these two issues are interconnected), the applicant has chosen to bring this application seeking an order for payment of the Chahine Shareholder Loan in advance of the hearing to determine fair value.
[9] This is not to say nothing has happened in the intervening four years. Both parties have filed expert valuation reports, although the experts are not entirely satisfied with the quality of the documentary evidence which has been provided and take very different position on the fair value of 2305.
[10] Sadly, Mr. Wong, who was ill at the time of the trial in 2014 and 2015, died in August 2017.
[11] The Court appointed a Manager of 2305, 2400 and GLAD Canada in April 2018. The Manager produced two reports, which provide useful and important information.
[12] Among other things, the Manager determined that:
(a) the operations of GLAD Canada and GLAD US were intertwined;
(b) Mr. Wong controlled GLAD Canada and GLAD US;
(c) several payments were made by the GLAD companies and 2305 that were out of the ordinary course of business. Many of these payments were for the personal benefit of Mr. Wong or members of his family or his friends;
(d) Mr. Wong directed accounting adjustments in the books and records of these companies which, following his death, can no longer be understood or explained; and
(e) notwithstanding these and other problems, the operations of GLAD Canada and GLAD US generate net positive operating results.
[13] By July 2018, the Manager sought to be discharged on the basis that 2305 required “the direction of its shareholders in order to move forward with a view to maximizing the value” of 2305’s interest in GLAD Canada and GLAD USA.
[14] The Manager observed that following the death of Vincent Wong, Ms. Lim had not taken an active role in the day-to-day management of any of these companies. As a result of this litigation, of course, Mr. Chahine was not involved in the management of 2305, 2400 or the GLAD companies. Nor have the purported 49% shareholders in the GLAD enterprise (who are residents of mainland China) been involved in the management of these companies either. The GLAD companies have effectively been run by the key employees, Ken Chan at GLAD Canada and Robert Bennett at GLAD US without board or shareholder supervision.
[15] The Manager concluded that “it is incumbent for the parties to come to a working arrangement as it relates to the core operations of” these companies. The Manager concluded that continuing its mandate would only serve to deplete the companies’ assets. Accordingly, the Manager concluded that it had fulfilled the terms of its mandate and did not believe its continuing involvement would provide any significant benefit to the Court or to the stakeholders.
[16] The Manager was, in due course, discharged by Court order. That order put in place a protocol to ensure that no transactions took place out of the ordinary course of business.
[17] The parties have been unwilling to follow the Manager’s advice. As a result, this litigation continues.
[18] It is clear, however, that the present circumstance cannot continue and that the engine which drives all potential value for 2305, the GLAD companies, must be managed appropriately without the constraints and distractions attendant upon this litigation. This was the intent of my original judgment which contemplated a buy-out of Mr. Chahine’s interest within 6 to 12 months.
Analysis
Issue #1: Repayment of the Chahine Shareholder Loan
Mr. Wong’s Shareholder Loan
[19] I start with Mr. Wong’s loan because the existence or non-existence of a Wong Shareholder Loan is relevant both to the question of payment of the Chahine Shareholder Loan and the valuation of 2305 as of July 6, 2015.
[20] The Decision did not specifically address the existence or value the amount, if any, of the Wong Shareholder Loan. However, it necessarily follows from my findings that both Mr. Chahine and Mr. Wong agreed to leave their share of the $7 million “surplus” in 2305/GLAD as Shareholder Loans. In this sense, it is correct to say that Mr. Wong, as well as Mr. Chahine, started with a shareholder loan account of $3.5 million.
[21] The parties acknowledge that certain payments were made to Mr. Chahine which must be treated as a reduction to his shareholder loan account.
[22] More recently, the Estate has acknowledged that Mr. Wong diverted significant funds from 2305 for his personal benefit which ought to be treated as payments in reduction of his shareholder loan account.
The Oppression Remedy
[23] It is well settled that the oppression remedy rests on two foundations:
(1) the defeat of reasonable expectations, the effect of which;
(2) is oppressive, or unfairly prejudicial to, or unfairly disregards the interests of a relevant stakeholder such as a shareholder or creditor.
[24] In this case, Mr. Chahine is an equal shareholder in 2305 and a creditor; he has standing to make a claim under the oppression remedy.
Reasonable Expectations
[25] The Estate and GLAD take the position that what Mr. Chahine is now seeking is a guaranteed return of his shareholder loan. They argue that there was no guarantee. Shareholder loans rank, at best, on an equal footing with other unsecured creditors. They argue that Mr. Chahine, in his capacity as a shareholder lender, is not entitled to any preference or priority payment. He could, therefore, have no reasonable expectation of payment, apart from the capacity of GLAD to generate surplus income. GLAD, they argue, is not in a position to repay the Chahine Shareholder Loan.
[26] While conceding Mr. Wong ought not to have diverted funds for his personal benefit, the Estate argues the appropriate remedy is that one half of the amount Mr. Wong paid himself, or about $1.6 million (subject to certain adjustments), could be ordered to be paid to Mr. Chahine. Repayment of the balance of the Shareholder Loans, it argues, must await further evidence about the capacity of GLAD to generate additional surplus income that would enable payments to be made to 2305, or 2400, for the benefit of their shareholders.
[27] I quite agree with the proposition that, as the holder of a shareholder loan, Mr. Chahine could not have had a reasonable expectation of guaranteed repayment. The ability of 2305 to repay any shareholder loan would, in this case, depend on the capacity of its only significant asset (51% of the GLAD enterprise) to generate profits to pass on to its shareholders.
[28] However, it was also a reasonable expectation of Mr. Chahine that the affairs of 2305 (and GLAD) would be conducted fairly, not oppressively or prejudicially, and with due regard for the interests of the shareholders, including Mr. Chahine, both qua shareholder and qua creditor.
[29] The evidence satisfies me that Mr. Wong’s conduct of the affairs of 2305, 2400 and GLAD defeated that reasonable expectation. I will deal with the salient evidence which leads me to that conclusion below.
Oppression, Unfair Prejudice or Disregard of Legitimate Interests
[30] There is ample evidence of Mr. Wong’s offending conduct which both defeated Mr. Chahine’s reasonable expectations and constituted oppression, unfair prejudice and unfair disregard of Mr. Chahine’s interests. This evidence includes:
(a) Mr. Wong controlled GLAD;
(b) Mr. Wong made adjustment entries to the financial records of GLAD which are now difficult to understand, assess or justify;
(c) Mr. Wong ignored the separate corporate status of 2305, 2400 and GLAD. He caused money to flow freely among the GLAD group and between GLAD and his other companies;
(d) both experts retained in this matter have provided evidence of self-dealing transactions by Mr. Wong which favoured his interests over those of other stakeholders, in particular, Mr. Chahine; and
(e) the Manager, appointed by the Court in 2018, found that:
(i) GLAD US and GLAD Canada operate as a single business;
(ii) there is a lack of evidence of the consideration paid by Qin and Bi for their shares of 2400 and/or GLAD US;
(iii) Qin and Bi are related to Hongtu, GLAD Canada’s major customer;
(iv) in 2017 and 2018 alone, $520,000 of payments and chargebacks were made to or in respect of members of the Wong family;
(v) in 2017, 2305 stopped providing management services to GLAD Canada;
(vi) 2305 and GLAD Canada made a number of out-of-the-ordinary-course-of-business payments favouring Mr. Wong and for his benefit;
(vii) GLAD Canada failed to collect over US $730,000 in invoices owing by Hongtu dating back to August 2017;
(viii) GLAD Canada had been paying GST owing by Hongtu;
(ix) GLAD Canada made loans to 1341 and Vikeda, both Mr. Wong’s companies; and
(x) 2305 made loans to 1341.
[31] In its first report of December 22, 2017, the Estate’s expert business valuator, Duff & Phelps, concluded that, on Valuation Day, 2305 did not have the ability immediately or in the near term, to repay the entirety of the Chahine Shareholder Loan.
[32] However, after the preparation of the Duff & Phelps report, one of its authors, Mr. Sethi (who is now with KPMG) performed an analysis of deemed shareholder advances to Mr. Wong and Mr. Chahine between May 1, 2012 and April 6, 2018 and, subject to certain minor adjustments, made an estimate of the outstanding balances of these Shareholder Loans as of April 6, 2018.
[33] Based on this analysis, Mr. Sethi concluded that Mr. Wong caused amounts of a “personal nature”[^1] to be paid out of 2305 in the amount of $3,175,335 (assuming 100% of the litigation expenses discussed below) while Mr. Chahine received a total of only $287,000 (in addition to an earlier $700,000 payment).
[34] These calculations, subject to certain relatively minor adjustments, produced current shareholder loan balances still owing of:
Mr. Chahine $2,241,300
Mr. Wong $707,257
[35] I find that Mr. Wong’s conduct in using his effective control over GLAD, 2305, 2400 and other companies to affect the transactions referred to above, favoured his interests over those of Mr. Chahine. This defeated Mr. Chahine’s reasonable expectations. Further, Mr. Wong’s actions affected a result that was oppressive, unfairly prejudicial to and unfairly disregarded Mr. Chahine’s legitimate interests as a shareholder and creditor of 2305.
Remedy: Enterprise Liability/Personal Liability?
[36] In the Decision, I directed that the amount, timing and manner of payment of the Chahine Shareholder Loan should be determined at the same time as the valuation of the business. That direction was made on less than a complete record and before any of the self-dealing and other concerning behaviour about the nature, structure and operations of the GLAD logistics business, as well as 2305 and 2400, had come to light.
[37] While, as a matter of principle, it seems right that how the Shareholder Loans might be repaid is related to the value of the business, events have overtaken matters of principle and, as found above, Mr. Wong has caused the business to be conducted in such a way as to divert to himself or for his benefit at least $3.175 million. I say “at least” because, as counsel for Mr. Chahine points out, the Sethi/KPMG analysis of shareholder balances is limited to 2305 transactions. A full accounting has not been done of possible benefits flowing directly from GLAD to Mr. Wong or his companies.
[38] This change in circumstances has convinced me that it is neither necessary nor appropriate to await the completion of the valuation phase of the hearing to make orders for the payment of some or all of the Chahine Shareholder Loan.
[39] The question then becomes how should such orders be structured and against whom should they be made?
[40] The intent of the oppression remedy is to provide a fast and effective remedy that will rectify the effects of oppressive conduct by a corporate actor. The Court should provide a remedy that is sufficient and effective to remedy the oppression. The Court should not, however, provide a remedy that goes any further than necessary to rectify the matters that are found to constitute oppression.
[41] Counsel for Mr. Chahine argues that I should impose enterprise liability on all of: the GLAD companies; the Estate; and Ms. Lim personally for any amounts diverted since August 2017. This is based on essentially two arguments:
(1) the actual corporate structure was not before me at the time of the Decision (and that, had it been, I would have made a different, broader order concerning payment obligations in relation to the Chahine Shareholder Loan); and
(2) the management of GLAD, through the efforts of Mr. Wong and of Messrs. Chan and Bennett, the operating minds of GLAD, has been conducted in concert with the management of 2305 for the purpose of avoiding the payment of any obligations owed to Mr. Chahine.
[42] I would say first of all, it is not at all clear that the corporate structure itself would have led to any different disposition than the one actually made in the Decision. In my view, the source of the oppressive conduct in issue was Mr. Wong in his capacity as a director of 2305 and GLAD. The evidence does not support the conclusion that, apart from Mr. Wong’s directions and actions, GLAD had any stake, or was independently involved, in bringing about a state of affairs adverse to Mr. Chahine. The mere fact that Chan and Bennett did Mr. Wong’s bidding, or went along with him, does not, to my mind, give rise to liability on the part of GLAD to pay loan obligations owed by 2305.
[43] Similarly, the evidence does not support the conclusion that Ms. Lim, in her capacity as estate trustee of the Estate, engaged in any oppressive behaviour in her personal capacity. At worst, circumstances created by her late husband were accepted and dealt with as needed.
[44] I have, however, concluded that Mr. Wong (and now, his Estate) must be held personally liable for the repayment of the Chahine Shareholder Loan. As set out above, it was Mr. Wong who organized and conducted the affairs of these corporations to defeat Mr. Chahine’s reasonable expectations in a manner that was oppressive.
[45] Clearly, Mr. Wong was unable to accept the consequences of the Decision and took every available measure to defeat its purpose and intent. I appreciate that Ms. Lim may feel hard done by. She was not involved in her late husband’s business affairs and has been left as estate trustee with a difficult and complex set of business, corporate and litigation problems to deal with. However, these problems are Mr. Wong’s doing and his Estate must bear the consequences. Ms. Lim always has the option of withdrawing as estate trustee and can, of course, rely upon professional legal and financial advice. I also note that while there are obviously problems, 2305’s 51% controlling interest in GLAD is a valuable asset – one which the estate trustee is obliged to manage and realize upon prudently.
[46] Mr. Chapman, on behalf of the Estate, has, to a limited extent, effectively accepted the concept of personal liability on Mr. Wong’s part through his submissions and proposals arising out of the Sethi/KPMG report on the Shareholder Loan balances.
[47] However, the Estate’s solution is to put the parties in the same position they would have been in had Mr. Wong’s obligations as director of 2305 at the time been performed in accordance with the law. In other words, the Estate submits that since Mr. Wong would have been presumptively entitled to one half of any Shareholder Loan repayments, the accounts should now be adjusted by transferring only one half of what he received to Mr. Chahine. The balance owing on the Shareholder Loans, the Estate argues, should await evidence of the capacity of GLAD to generate new surplus income which would enable further repayments in the future.
[48] I am unable to agree with this argument. Mr. Wong had his chance. Had he done at the time what is now proposed, I might have been more sympathetic to this argument. Mr. Wong, however, proved himself unworthy to the challenge. His self-dealing was oppressive, unfairly prejudicial and disregarded Mr. Chahine’s legitimate interests. To accept the Estate’s proposal would effectively reward Mr. Wong for his oppressive conduct.
[49] Further, the intent of the Decision was (and is) to provide to Mr. Wong (or his Estate) the benefit of 100% ownership of the shares of 2305. Once in that position (having paid Mr. Chahine the fair value of his shares as determined by the Court), the Estate is, subject to the interests of what may be a 49% minority interest in the GLAD business, free to cause operations to be conducted as its controlling interest allows without concern for Mr. Chahine. The Estate, therefore, upon the buyout of Mr. Chahine will have enhanced abilities to see to the repayment of 2305’s obligations to Mr. Wong under the Wong Shareholder Loan.
[50] For these reasons, applying the remedial discretion available to the Court under s. 248 of the OBCA, I find Mr. Wong, and therefore the Estate, personally liable for the repayment of the Chahine Shareholder Loan.
[51] The most comprehensive, up-to-date analysis of this loan balance is $2,421,300 from the Sethi Report. In adopting this figure, I have concluded that 100% of the litigation costs Mr. Wong paid himself (not 50%) should be counted against him. The real dispute in this litigation is between Mr. Chahine and Mr. Wong. 2305 had no independent monetary stake in this dispute. This is supported by the fact that 2305 has never been independently represented. To the extent 2305 had any independent interests requiring professional assistance, those costs would be minimal in any event.
[52] I appreciate that Mr. Chahine (and his experts) may not have had the opportunity to consider and respond to all the details of the analysis presented in Mr. Sethi’s report. Accordingly, my judgment on this issue is that the Estate shall be liable for the immediate repayment of the Chahine Shareholder Loan to the extent of $2,421,300. This shall be subject to consideration of such further amounts as may be owing in the context of the still pending valuation hearing. I expect counsel and the experts, however, to confer extensively with a view to resolving this issue or, at the very least, narrowing the issues so as to focus on material items over which there is a valid factual or principled theoretical dispute.
Issue #2: Qin and Bi (the Chinese Shareholders)
[53] This issue involves the Applicant’s request for an order requiring:
(a) the Chinese shareholders to provide direct documentary and affidavit evidence of their acquisition and ownership of 2400/GLAD US shares, as well as payment for those shares; and
(b) the Chinese shareholders to pay $882,000, said to be the amount outstanding on the price for which the shares were issued to them.
[54] The existence of other shareholders is relevant to the valuation of 2305 because 2305’s ownership interest in the GLAD business is 2305’s only material asset. If 2305 is the only shareholder of GLAD, Mr. Wong and Mr. Chahine would each be entitled to half that value. If 2305 is only a 51% shareholder in GLAD, Mr. Chahine and Mr. Wong are each only entitled to one half of 51% of that value.
[55] There is evidence before the court calling into question:
(a) the validity of the issue of shares to the Chinese shareholders;
(b) the nature of the financial obligations the Chinese shareholders undertook to acquire those shares; and
(c) whether those financial obligations were satisfied.
[56] To take one example, the evidence suggests that $882,000 was paid in cash and $882,000 was loaned to the Chinese shareholders by one of the companies to assist in the acquisition. There is triple hearsay evidence through Mr. Chan from the Chinese shareholders that Mr. Wong told them while he was still alive that their loan obligations had been satisfied. There is currently before the Court no documentary evidence supporting the satisfaction of any debt obligations the Chinese shareholders may have had in respect of their acquisition of shares in the GLAD enterprise.
[57] It is also apparent that Mr. Chahine is taking, or may take, the position that the Chinese shareholders are either not shareholders at all or, if they are shareholders, they do not own a 49% equity interest in the GLAD enterprise. As a result, the validity of the Chinese shareholders’ stake in the GLAD enterprise is in issue in this litigation and is subject to serious question by one of the parties.
[58] Having said all this, it is not for the Court to order a party in litigation to produce evidence supporting their position. The Chinese shareholders are represented by counsel. Their counsel will be well aware of the frailties of triple hearsay evidence. Their counsel will also be aware that failure to put forward evidence proving the Chinese shareholders are legitimate shareholders whose interests have been acquired in accordance with contractual obligations and for valuable consideration could result in the Court disallowing some or all of their putative interest.
[59] In the circumstances, I am not prepared to make any order. The Chinese shareholders must be aware, however, that in the absence of direct evidence, their asserted interests may be adjudicated in a manner which is adverse to them.
[60] On the question of payment, given the state of the record on this point, I am likewise in no position to make orders about what is or is not owing in connection with the asserted acquisition of the Chinese shareholders’ interest in the GLAD enterprise.
Keyrole
[61] Keyrole is a corporation owned by Messrs. Chan and Bennett. Keyrole operates as a management company or consultant and is paid fees of some kind in relation to the GLAD logistics business.
[62] The applicant has raised questions about the propriety of this arrangement, suggesting it may be a violation of Chan and Bennett’s fiduciary obligations as key players in the GLAD business. This argument was advanced in the context of trying to show GLAD: a) had surplus income; and b) should be made liable for payment of the Chahine Shareholder Loan. Given my disposition of that issue on other grounds, it is not necessary to deal with this point.
[63] I will say, however, that, on its face, the issue raised by Mr. Chahine would seem to be quite clearly a claim of the GLAD companies, not of an individual, indirect minority shareholder in the GLAD enterprise. No application has been made for leave to commence a derivative action nor is there any evidence that one is contemplated. It is, in any event, not clear what purpose such an application would serve given my disposition of the Chahine Shareholder Loan issue.
[64] The role of Keyrole may or may not be relevant to the still to be determined issue of the fair value of 2305. That, however, is for another day.
Conclusion
[65] In conclusion:
(1) the Estate of Vincent Wong is liable for the immediate payment of $2,421,300 to Mr. Chahine on account of the Chahine Shareholder Loan. Further adjustments may be addressed in the context of the pending fair value hearing for 2305;
(2) I make no order concerning the Qin/Bi evidence/obligations save to warn these parties that in the absence of direct evidence of their asserted claims, determinations of their interests which are adverse to them may be made in the next phase of these proceedings.
Next Steps
[66] The conclusion of these proceedings is long overdue. It is imperative, therefore, that the parties move quickly to the final phase requiring adjudication. In light of various developments, including the Sethi Report and my disposition of payment of the Chahine Shareholder Loan, the fair value reports of both experts may need to be revised. It is not clear to me that, taking a pragmatic, cost-benefit view of the situation, further financial information is required.
[67] I direct the parties’ counsel to meet, with the valuation experts, to review what may or may not be required to finalize their reports, establish a schedule for doing so, including a meeting to narrow the issues to what is truly in dispute, and tentatively schedule a final hearing date. Following that meeting, counsel shall attend before me at a one hour case conference to review all of the above and set a final date for the hearing. As always, serious consideration should be given to the settlement of these proceedings. I strongly urge the parties to consider continuation of judicial mediation efforts that were undertaken earlier.
Costs
[68] Any party wishing to claim costs shall do so by filing a brief written submission, not to exceed two typed, double-spaced pages, supported by a bill of costs, within seven days of release of these Reasons. Any party wishing to respond to such a request shall do so by filing a written submission, subject to the same page limit, within a further seven days. Where applicable, this responding submission shall be accompanied by the bill of costs the party would have filed had it been seeking costs in the first instance.
Penny J.
Released: August 16, 2019
COURT FILE NO.: CV-18-606009-CL
DATE: 20190816
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Antoine Chahine Badr
Applicant
– and –
2305136 Ontario Inc., 2400764 Ontario Inc., 1341132 Ontario Inc., G.L.A.D. Operations Inc., Global Logistics & Distribution Holdings Inc., Keyrole Supply-Chain Inc., Karen Kim in her Capacity as Trustee of the Estate of Vincent Wong, Karen Kim, Guangdong Hongtu Technology (Holdings) Co. Ltd., Guan Fend Qin, Du Hui Bi and Vikeda Industries Inc.
Respondents
REASONS FOR JUDGMENT
Penny J.
Released: August 16, 2019
[^1]: This included payroll and severance paid to friends and members of Mr. Wong’s family who did not provide any services to 2305 or GLAD Canada, personal luxury car, insurance, medical and other similar payments, management fees and professional fees in respect of the litigation between Mr. Chahine and Mr. Wong.