COURT FILE NO.: CV-16-547529
DATE: 20201013
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
AKELIUS CANADA INC.
Plaintiff
– and –
2436196 ONTARIO INC. and B’NEI FISHEL CORPORATION
Defendant
Dan Murdoch and Isabelle Eckler, for the Plaintiff
Mark Ross and Eric Brousseau, for the Defendants
HEARD: September 23, 2020
Morgan J.
[1] Can a Europe-based, worldwide real estate investor whose contract was breached by a seller in Toronto be awarded damages based on lost opportunity to cash in on the local real estate boom?
I. The aborted sale
[2] On August 25, 2015, the parties entered into an agreement of purchase and sale under which the Plaintiff agreed to buy from the Defendants seven residential apartment buildings for an overall purchase price of $228,958,320 (the “APS”). The buildings were all in the Parkdale neighbourhood of Toronto. Under the APS, the purchase price was to be paid by the Defendants in three tranches: a first deposit of $1,000,000; a second deposit of $9,000,000; and a final payment of the outstanding balance on January 7, 2016, which was the agreed-upon closing date.
[3] Section 8.1(b) of the APS stipulated that time was of the essence in the transaction. In terms of title to the subject properties, the APS allowed for only certain specified encumbrances to remain on title, none of which were financial encumbrances. Subsection 5.2(f) of the APS states:
[O]n Closing, good title to the Purchased Assets shall be conveyed by the Vendor to the Purchaser, free and clear of all encumbrances save and except for the encumbrances set out on Schedule ‘E’ to this Agreement.
[4] Both parties are experienced real estate investors. The apartment buildings in issue are a small part of a larger real estate portfolio that was owned and was ultimately sold off by the Defendants in 2018. As for the Plaintiff, it is the Canadian subsidiary of a Sweden-headquartered investment corporation with holdings in, among other places, Scandinavia, the U.K., central Europe, the United States, and Canada. The APS specifically acknowledges the sophistication of both parties. Section 8.1(c) provides, in part:
The parties are sophisticated real estate investors, owners, developers and/or buyers, as applicable, and have a sophisticated understanding of the process of buying and selling real property…and the Vendor agrees that every instance in which this Agreement affords the Purchaser [i.e., the Plaintiff] the right to exercise its sole discretion is entirely reasonable under the circumstances.
[5] On September 2, 2015, the Plaintiff paid the first deposit of $1,000,000, in accordance with the APS. Two months later, on November 2, 2015, the parties agreed to amend the APS to reduce the purchase price to $225,400,000 as a result of a problem affecting the value of one of the buildings that the Plaintiff discovered in the course of its due diligence. This amendment and reduction in purchase price did not vary the Defendant’s obligation under subsection 5.2(f) of the APS to convey good title, free and clear of all encumbrances except for those listed in Schedule ‘E’. The closing date for the sale continued to be January 7, 2016.
[6] On October 23, 2015, the Plaintiff wrote to the Defendant objecting to certain charges that it found to be on title to certain of the properties that were the subject of the transaction, and requisitioned their removal. These charges were not among the permitted encumbrances under subsection 5.2(f) of the APS. Although they had not yet received a response from the Defendant, it was not clear at first that obtaining a discharge of the mortgages would raise a significant problem. Accordingly, on November 10, 2015, the Plaintiff paid the second deposit of $9,000,000, as provided for in the APS.
[7] As it turned out, the Defendant either could not or would not remove the impermissible encumbrances from title. Some of the mortgages remained on title to the Properties despite there being no principal amounts outstanding, while others did have outstanding amounts payable. The Defendants have conceded that as of December 31, 2015, the amounts payable under the charges on title to the properties came to a total of $48,855,474.32.
[8] It is unclear in the evidence whether with the payment of some bank fees the mortgages could have been discharged prior to closing, although it is clear to me that the Defendants did not do “all that they could” to make good on their promise of good title: 11 Suntract Holdings Ltd v Chassis Service & hydraulics Ltd., (1997) 1997 CanLII 12181 (ON SC), 36 OR (3d) 328, at para 35. The Defendants appear to have made some initial inquiries with the mortgagees in respect to some of the charges, but did not pursue these negotiations to any conclusion.
[9] Rather than see to the discharge of the mortgages from title, on December 15, 2015 the Defendants proposed revising the APS to remove from the sale the specific properties that were subject to the mortgages, or, alternatively, to have the Plaintiff assume the mortgages with a corresponding price abatement. The Plaintiff was not interested in accepting this offer.
[10] As counsel for the Plaintiff explains it, the Plaintiff had its own plans for the properties, which included engaging in renovations and improvements and which would, in turn, require financing. Leaving the mortgages on title, even with a corresponding reduction in purchase price, would mean that any further mortgages acquired for the improvements to the properties would stand behind the existing mortgages in priority and would make the financing that much more expensive.
[11] In any case, the Plaintiff was not obliged to accept the Defendants’ offer of a price abatement. The APS called for the Defendants to convey good title, clear of the mortgages, and not an encumbered title with a cash-back equivalent or some other compensatory measure no matter how reasonable. Failure to convey good title was a breach of the Defendants’ most fundamental obligation under the APS. Subsection 5.2(f) set this out in mandatory terms which the Defendants were obliged to fulfill.
[12] Counsel for the Plaintiff submits that the Plaintiff was ready, willing, and able to close the transaction. Indeed, the record shows that the Plaintiff validly tendered on the Defendants the balance of the purchase price, and on the closing date took all of the steps required under the APS, including providing copies of its solicitors’ trust ledger as proof that it was “in funds”. Despite the Plaintiff’s efforts to tender, the Defendants did not deliver a direction on where to send the closing funds or a statement of adjustments as required in the APS, and did not deliver good title on the closing date.
[13] Although counsel for the Defendants puts up some argument that the Defendants made their best efforts to comply with the APS, the issue is not one of effort but performance. Mortgages on title that the vendor needs to discharge is not an event that would frustrate a contract or render it unenforceable; likewise, it is not a factor that would trigger the annulment clause in section 3.3 of the APS. That provision would render the contract unenforceable where there are title matters “which the vendor is unable to remove, remedy or satisfy prior to closing and which the purchaser will not waive”.
[14] Charges registered on title do not present a contract-annulling type of impediment. They reflect an ordinary encumbrance, voluntarily placed there by the Defendants, for which the burden of clearing is specifically allocated to the Defendants under subsection 5.2(f). Absent any applicable qualification in the APS, “the law of conveyancing require[s] title to real property be cleared by a vendor of any mortgage encumbrances”: 101060873 Saskatchewan Ltd. v. Saskatoon Open Door Society Inc., 2016 SKCA 98, at para 14.
[15] Under the circumstances and on the record before me, in not being in a position to transfer good title on the date set for closing, the Defendants breached the APS. They are liable for that breach.
II. The Plaintiff’s claim of loss
[16] Counsel for the Plaintiff submits, and there is evidence in the record to establish, that the Plaintiff incurred significant expenses in pursuing the aborted transaction. It bore the cost of legal and professional fees in the course of negotiating, drafting and executing the APS, as well as in conducting due diligence that identified the impugned mortgages and other matters. Further, the Plaintiff incurred further legal fees in seeking to hold the Defendants to their contractual obligation of good and clear title to the properties and to have the charges removed from title as set out in the October 23, 2015 requisition letter. The Plaintiff also incurred fees in taking steps toward closing while the defendants were not ready, willing and able to close.
[17] These various sunk costs amount to a total of $$686,073.38, plus HST of $89,782.08 for a total of $775,855.46. They were all reasonably incurred and thrown away by the Plaintiff as a result of the Defendants’ breach of the APS. It is these costs that were the subject of a Mareva injunction at an earlier stage of this action: Akelius Canada v. 2436196 Ontario Inc., 2019 ONSC 372, at paras 22-23.
[18] A more complicated question arises with respect to the Plaintiff’s claim for loss of the value of the transaction. According to the Plaintiff, this claim amounts to of $56,544,318, reflecting a 25% increase from the purchase price under the APS. This increase, in turn, is premised on the sale price that the Defendants ultimately obtained for the properties when they sold them (along with a number of other properties) to a new purchaser in September 2018. The Plaintiff takes this figure from the Land Transfer Tax affidavits filed in conjunction with the 2018 sale.
[19] It their factum, Plaintiff’s counsel put the lost profit claim as follows:
More significantly, as a result of the defendants’ wrongful conduct [the Plaintiff] incurred lost profit damages because it did not acquire the Properties as a direct result of the defendants’ breach of their obligations under the APS. These lost profit damages include lost income from the Properties and lost capital appreciation due to the rapid appreciation in the market value of multiresidential apartment buildings in Toronto since the failed Closing. As discussed in Section C. IV below, there was no comparable portfolio of multi-residential properties available in the Toronto market subsequent to the defendants’ failure to convey title to [the Plaintiff].
For purposes of this motion, [the Plaintiff] does not seek the lost income from the Properties and is limiting its damages claim to the lost capital appreciation and expenses incurred in respect of the APS.
[20] In response to this claim, the Defendants make a number of arguments as to why no damages should be awarded along these lines. In their factum, Defendants’ counsel put the defense to the lost profit claim as follows:
The usual rule is that damages are assessed from the date of the breach. [the Plaintiff] admits that the buildings were worth $225 million in January 2016. [The Plaintiff] has not given any basis for the court departing from the usual rule and assessing damages based on September 2018 values. There are no damages;
There are no appraisals from September 2018. [The Plaintiff] cannot assess damages based on land transfer tax statements made by [the 2018 purchaser]. [The purchaser’s] allocation of values to the buildings purchased within the portfolio are not reflective of the actual values. [The purchaser’s] allocations are inconsistent and likely done for business or tax reasons; and
[The Plaintiff] either could have or did mitigate by deploying the funds that were supposed to be used for this transaction on other apartment building purchases.
[21] The parties agree that the sale price under the APS reflects the fair market value of the properties at the time of the sale and aborted January 2016 closing. The parties also agree that there was a significant increase in this sale price between the APS and the ultimate sale of the properties in 2018, although the Defendants quibble with the exact amount and the reliability of the Land Transfer Tax affidavits. For present purposes, I am willing to assume that those affidavits reflect the then market value of the properties, and that the ultimate purchaser of the properties reported the value accurately to the Land Transfer Tax authorities.
[22] What the parties do not agree on is what to make of this information. First, in assessing damages, the basic principle is that damages should put the injured party as nearly as possible in the position it would have been in had the contract not been breached. In the ordinary case of an aborted purchase and sale of real estate, this principle is put into effect by assessing damages at the date that had been set for closing: 100 Main Street Ltd. v. W.B. Sullivan Construction Ltd. (1978), 1978 CanLII 1630 (ON CA), 20 OR (2d) 401 (Ont CA). There is, however, flexibility in this approach. As Laskin JA observed in 6472047 Ontario Ltd. v. Fleischer (2001) 2001 CanLII 8623 (ON CA), 56 OR (3d) 417, at para 42 (Ont CA), “The date for the assessment of damages is determined by what is fair on the facts of each case.”
[23] Most typically, “the ‘normal measure’ [of damages] is the difference between the contract price and the market price”: 100 Main Street, at para 69. In approaching this assessment, however, the court can take into account the nature of the property and the nature of the market: Greenberg & Greenberg v. Shanghai Real Estate Limited, 2010 BCSC 1837, at paras 28. Thus, “[t]he price achieved on a subsequent mitigating sale may be good evidence of the market value on the intended closing date, but it is not determinative if there is a suggestion that the re-sale price differed from the relevant market price” Marshall v. Meirik, 2019 ONSC 6215, at para 12.
[24] The example of this approach provided by the Court of Appeal in Fleischer is that of a disappointed vendor whose contract of sale is breached by the purchaser in a declining real estate market. In that case, which is the reverse of the case at bar, Justice Laskin explained that the loss represented by the decline is to be borne by the breaching party (i.e. the purchaser) by adjusting the time frame for the damages assessment to fit the eventual post-breach sale of the property.
[25] Of specific interest is the way in which Laskin JA, at para 41, compared a breach in a falling real estate market to a breach in a rising real estate market:
Therefore, as a general rule, in a falling market the court should award the vendor damages equal to the difference between the contract price and the ‘highest price obtainable within a reasonable time after the contractual date for completion following the making of reasonable efforts to sell the property commencing on that date’…
Where, however, the vendor retains the property in order to speculate on the market, damages will be assessed at the date of closing.
[26] The implication of this Court of Appeal ruling for the case at bar is significant. After all, what the Plaintiff accuses the Defendants to have done is precisely to have retained the property in order to make more money down the road than they were going to make on the current sale. In argument at the hearing, counsel for the Plaintiff contended that the Defendants only seem to have realized when they were half-way to closing that discharging the mortgages would result in a significant loss of profits. At that point, they determined that they would benefit by waiting for a more profitable future sale. In a nicely executed Canadianism, Plaintiff’s counsel submitted that the Defendants then “ragged the puck” until the closing buzzer sounded. I feel compelled to add that what followed is the current donnybrook.
[27] Interestingly, the Plaintiff has been clear that it is not in the business of flipping apartment buildings and had no intention of re-selling the properties in issue here for a quick capital gain. It is in the apartment investment and rental business, and looks to purchase income-producing properties for long-term holds. Its evidence is that it typically seeks a 7% income return on its investments, but that for the properties in issue it was willing to achieve a 6.55% return for a long-term hold. Plaintiff’s counsel has explained that the Plaintiff is now seeking compensation for lost capital gains only, and not for lost income. The Plaintiff has framed its motion for judgment in this way due to the convenience of the Defendants having subsequently sold the properties and thereby crystallizing the amount of capital gain that the Plaintiff would have enjoyed.
[28] To put it another way, the Plaintiff is not a property speculator; it is an income property investor. Notwithstanding its business model, it currently seeks damages that mirror what a disappointed speculator would seek – i.e. the dollar differential between the APS price and the price achieved had the Plaintiff been able to flip the properties two and a half years later like the Defendants did. The Plaintiff’s idea is to measure the position it would have been in but for the Defendant’s breach by matching the position the Defendants found themselves in as a result of their own breach.
[29] The problem with this way of measuring damages is that it is directly contrary to the express guidance of the Court of Appeal. To reiterate Justice Laskin’s direction in Fleischer: “Where…the vendor retains the property in order to speculate on the market, damages will be assessed at the date of closing.” If the Defendants had breached in order to deprive the Plaintiff of a speculator’s capital gain, the Plaintiff’s damages would have to be measured as of the closing date. Since the evidence in the record shows that the sale price under the APS matched the fair market value of the properties on the closing date, there would be no damages to assess.
[30] The Defendants may have breached for the purposes of achieving a future capital gain, or speculative profit, for themselves, and not to deprive the Plaintiff of that capital gain. After all, the Plaintiff’s business model is no secret, and the Defendants knew that the Plaintiff is in the income investment business and would not likely be selling the properties in the near future. But the Plaintiff cannot have the speculative profit as a measure of damages just because the Defendant made such a profit. The “measure of damages for failure to complete a purchase of land is the difference between the contract price and the market value of the land – which is intended to represent the lost benefit of the bargain to the vendor”: Marshall, at para 12. The same principled approach applies to the purchaser where it is the party that lost what it bargained for. The damages must make up what the purchaser lost in value on the closing date, not what a property speculator standing in the purchaser’s shoes would have lost.
[31] The Purchaser cannot have a measure of damages that has been specifically denied by the Court of Appeal. The profit that it would have made had it purchased the properties as a speculator intent on flipping them to a new purchaser 2 ½ years later is not a measure that the court can embrace.
III. Mitigation
[32] Although the Fleischer principle provides a complete answer to the Plaintiff’s lost profit claim, I will briefly address the question of mitigation since much of the time at the hearing and space in the respective factums have been spent there. As in most breach of contract claims, the Plaintiff is under a duty to mitigate. It will not be able to recover losses that could have been avoided had it acted reasonably in reducing its losses: Asamera Oil Corp. v. Sea Oil & General Corp., 1978 CanLII 16 (SCC), [1979] 1 SCR 633, 660.
[33] To take an illustration from the case law, if it were the purchaser who breached the APS and the disappointed vendor who sued, the vendor would be obliged to find a new purchaser and sue the breaching party for the difference. It could not simply claim from the breaching purchaser in an effort to “have the land and its value too”: 100 Main Street, quoting Parke, B. in Laird v. Pim (1841), 151 ER 852.
[34] Likewise, where it is the vendor who breached and the disappointed purchaser who has sued, the disappointed purchaser is “required to mitigate by making diligent efforts to find a substitute property”: Southcott Estates Inc. v. Toronto Catholic District School Board, 2012 SCC 51, [2012] 2 SCR 675, at para 30. A party to a contract does not have to accept less than they bargained for in order to mitigate, and so the Plaintiff was not obliged to accept the price reduction offered by the Defendants in exchange for the mortgage encumbrances on title: Azzarello v Shawqi, 2019 ONCA 820. At the same time, the disappointed purchaser cannot simply claim from the breaching vendor in an effort to have its money and the value of the land too.
[35] Generally speaking, the onus of proof with respect to mitigation – i.e. proof of failure to mitigate – is on the party alleging the failure. “[I]t is for the defendant to carry the burden of that issue, subject to the defendant being content to allow the matter to be disposed of on the trial judge's assessment of the plaintiff's evidence on avoidable consequences”: Red Deer College v. Michaels, 1975 CanLII 15 (SCC), [1976] 2 SCR 324, 331. In the present case, it is clear that the Plaintiff has done something with the money it had intended to use in closing the APS, but figuring out what exactly it has done has been rather challenging.
[36] It is the Plaintiff’s evidence that the funds for purchasing the properties in issue were sent to the Plaintiff by its head office in Sweden, and that once the closing date came and went the funds were returned to Sweden and put back into the international corporation’s investment pool. The Plaintiff’s deponent stated that the money was used internationally, but that it would be an arduous task to determine with any precision where the money went. He explained that the funds were deployed in other acquisitions and in improvements in existing buildings around the world.
[37] It is evident from this explanation that although the Plaintiff’s business is structured internationally so that different jurisdictions operate under a different subsidiary – the Plaintiff here being the Canadian-incorporated arm – the relationship between them is as a financially integrated unit. Money not used in Canada flows instantly back to Sweden where it may be deployed in the United States, Denmark, Switzerland, or elsewhere. Each jurisdiction acts more like a spoke on a wheel than like an independent entity.
[38] The Plaintiff has gone to some effort to demonstrate that the Canadian market offered no equivalent set of properties for the Plaintiff to buy at the time. Its expert’s affidavit identifies an assortment of alternative properties, defining “comparable properties” as Toronto and Montreal apartment buildings of 50 units or more. But the analysis, for present purposes, is inconclusive. The report does not talk about how the buildings were marketed, and it offers no opinion as to whether the Plaintiff realistically could have bought the buildings it references.
[39] The Plaintiff’s expert also identifies four portfolio deals in Canada similar to the Defendants’ deal, two of which appear to have closed before the January 2016 closing date under the APS and so were not available for mitigation. Another portfolio transaction was in Ottawa where the Plaintiff has no presence and was a townhouse project that is not readily comparable to apartment buildings, while another portfolio offering was in Montreal but was accompanied by no evidence as to how or whether it has appreciated in value or whether the Montreal market was comparable to Toronto at the relevant time. He also provided some examples of single apartment building sales, six of which appear to be in the right time frame. But again, the Plaintiff and its expert have provided no evidence as to whether the Plaintiff could realistically have acquired any of these buildings.
[40] The Plaintiff’s expert’s focus on the Toronto, or even the broader Canadian market is itself questionable. Given the international nature of the Plaintiff’s business, there is nothing special about Toronto or Canada. The Plaintiff’s evidence is that it owns 45,000 residential units in at least a dozen cities over two continents. For its business model, it has no particular attachment to any one locale or type of building. Its press releases declare that it bought 2,339 units worldwide in 2016 and 2,247 units in 2017. During that same time period, a total of 3,061 units sold overall in Toronto and 3,474 units in Montreal in 2016, and 3,544 in Toronto and 5,544 in Montreal in 2017. The seven buildings included in the APS were composed of 1,127 units.
[41] Accordingly, the Plaintiff, operating worldwide, in each of 2016 and 2017, bought double the amount of apartment units as were in its deal with the Defendants. The attraction of those buildings or units to the Plaintiff was that all they fit the Plaintiff’s economic formula for return on investment; like all of the Plaintiff’s holdings, they were fungible units, purchased not because of their location or architectural beauty but because they fit the Plaintiff’s numerical analysis for income-generation. The Plaintiff has provided no evidence as to whether the units that they bought in the year or two subsequent to January 2016 were or were not substitutes for the units in the Defendants’ buildings. That said, the Supreme Court of Canada has noted that “subsequent purchases were evidence that other development properties were reasonably available”: Southcott, at para 48.
[42] In this kind of business, where investment units are entirely fungible, it is enough for the Defendants to show that the Plaintiff did, in fact, make investments that appear to have replaced the properties in the failed transaction at issue here. The Plaintiff does not publicize further details of its purchases, and so more than the overall data about the Plaintiff’s purchases is difficult for the Defendant to come by. In discovery, the Defendants asked the Plaintiff for the relevant information regarding all buildings which it acquired subsequent to January 2016, but this request was refused. It was the Plaintiff’s stated position that this request was “burdensome and irrelevant to the motion”. It was also the Plaintiff’s view that it did not have to produce information held by its parent company. That position, however, elevates form over content in a way that is contrary to the real manner in which the Plaintiff and its multinational corporate group operate.
[43] I can see how the Defendant’s request for financial information spanning numerous jurisdictions may well have been burdensome to the Plaintiff. But with respect, this burden was not disproportionate to the approximately $50,000,000 that the Plaintiff has claimed for lost opportunity. As for its relevancy, this request strikes me as directly relevant to the quantification of the Plaintiff’s damages.
[44] Counsel for the Plaintiff argues that what was special about the Toronto properties is the unexpected capital appreciation experienced in the Toronto real estate market during the relevant years. The Plaintiff further contends that one cannot replicate the capital appreciation achieved in Toronto by buying a building in Boston or Stockholm or Zurich. That argument is an interesting one, and may or may not be true. It is obvious, however, that without some expert evidence on point, the argument means very little. Sitting in motions court, I cannot simply take judicial notice of the rising Toronto real estate market and the flat Zurich market, or vice versa.
[45] The Plaintiff’s refusal to produce its own corporate group’s records has left the Defendant with an impossible task. In Southcott, the Supreme Court considered a similar lack of transparency by the claimant, and found that the court of first instance had come up short by failing to consider the implications of the claimant’s non-production for the damages claim. In Justice Karakatsanis’ words, at para 53: “[T]he trial judge also failed to consider that an adverse inference against Southcott could be drawn from the fact that it led no evidence about the profitability of the alternative development opportunities.”
[46] I will take a lesson from the Southcott case and will draw an adverse inference from the fact that the Plaintiff has refused to produce the relevant details of its post-January 2016 property acquisitions, and has failed to assist the court in establishing the use to which the $240,00,000 saved on the transaction with the Defendants has been put. The funds were admittedly used in other property investments, and the Plaintiff has uniform financial parameters in which it operates worldwide in seeking out new investments. I will therefore infer that the Plaintiff’s records would show that its purchases in 2016 and forward for a year or two were quite comparable to the buildings or units contained in the aborted APS.
[47] Furthermore, all of the Plaintiff’s property investments are, like the ones under the APS, located in sophisticated financial centres in Europe and North America. I will therefore infer that the potential for capital appreciation of its post-January 2016 investments was, if not identical to Toronto (since every market has its idiosyncratic features), at least comparable and in a similar range.
[48] The Defendants have established that the Plaintiff has either failed to mitigate its loss or, perhaps more likely, has mitigated its loss in its entirety. Either way one looks at it, the Plaintiff lost the opportunity to buy one set of investment units, thereby freeing up the funds to buy another set of investment units. With multiple real estate markets at its disposal, the Plaintiff could deploy the funds from the aborted deal with the Defendants in keeping with its own strict financial parameters and in the market or markets of its choosing. The Plaintiff therefore suffered no capital loss or loss of opportunity for capital gains.
IV. Disposition
[49] The Defendants shall pay the Plaintiff damages for breach of contract in the amount of $775,855.46, representing the Plaintiff’s sunk costs thrown away on the transaction at issue. The balance of the Plaintiff’s claim is dismissed.
[50] The Plaintiff was successful in establishing the Defendants’ liability for breach of contract and in achieving compensation for its out-of-pocket expenses. The Defendants were successful in defending the Plaintiff’s claim for lost capital appreciation, which was by far the largest and most extensively argued of the damages issues. Given this mixed success, I will exercise my discretion under s. 131 of the Courts of Justice Act to refrain from awarding any costs of this motion and action for or against either party.
Morgan J.
Released: October 13, 2020
COURT FILE NO.: CV-16-547529
DATE: 20201013
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
AKELIUS CANADA INC.
Plaintiff
– and –
2436196 ONTARIO INC. and B’NEI FISHEL CORPORATION
Defendants
REASONS FOR JUDGMENT
E.M. Morgan J.
Released: October 13, 2020