COURT FILE NO.: FS-18-3038
DATE: 20210326
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
Nancy Wu
Applicant
– and –
Anthony Di Iorio
– and –
8821488 Canada Ltd. and Decentral Inc.
Respondents
Ilana Zylberman Dembo, Aaron M. Franks, and Adam Prewer, counsel for the Applicant
Harold Niman and Richard Niman, counsel for the Respondent Di Iorio
Jorge Cartaya, counsel for the Respondent Di Iorio
Duncan Boswell, counsel for the Respondents 8821488 Canada Ltd. and Decentral Inc.
HEARD: In writing
KITELEY J.
[1] In an endorsement dated December 10, 2020[^1] I dealt with the Applicant’s motion for interim spousal support and disclosure. Counsel had agreed that the Applicant’s remaining motion would be dealt with in writing. That motion is for an order as follows:
An order that Anthony, 8821488 Canada Ltd. and Decentral Inc. provide a complete copy of Mr. Addison Cameron Huff’s file for Anthony, 8821488 Canada Ltd. and Decentral Inc.
[2] As indicated in paragraphs 104 and 113 of the December decision, I directed counsel to make those submissions. In addition to what had been provided at the hearing on August 27, 2020, counsel have filed the following:
(a) affidavit of the Applicant sworn January 15, 2021 consisting of 6 pages and over 130 pages of exhibits;
(b) affidavit of the Respondent Di Iorio sworn February 5, 2021 consisting of 6 pages and about 60 pages of exhibits;
(c) affidavit of the Applicant sworn February 9, 2021 consisting of 4 pages and 10 pages of exhibits;
(d) Applicant’s supplemental factum dated February 9, 2021;
(e) Supplemental factum of 8821488 Canada Ltd. and Decentral Inc.
[3] The affidavit of the Respondent and the supplemental factum of the Corporate Respondents are relied on by all the Respondents.
Context
[4] In paragraphs 2 to 18 of the December decision, I outlined the context in which this case arose. The Applicant asserts that in or around 2011, “the parties” took an interest in Bitcoin. The Applicant also asserts that in 2014, “they” founded Decentral. The Applicant owned 10% of the shares and the Respondent owned 90% of the shares in the holding company 882. In late June and early July 2017, a few months before the separation on October 4, 2017, a corporate re-organization was completed and, as a result, the Applicant owned 8.7% of the shares of 882 and the Respondent owned the balance.
[5] In her Application issued June 8, 2018, the Applicant took the position that the Applicant and the Respondent had been involved in a joint family venture. She made a claim based on unjust enrichment and resulting trust, as well as an oppression claim. Amongst other things, the Applicant alleged that, regardless of the share register, she is an equal shareholder of the “Decentral companies”.
[6] In his Answer, the Respondent takes issue with all of the allegations and describes the Applicant’s role as “at best, one of performing administrative tasks or duties on a sporadic and limited basis” or she performed the role of “essentially the position of executive assistant to the CEO”. In their Answer, the Corporate Respondents disputed the oppression claim. In other words, the unjust enrichment claim is opposed by the Respondent while the oppression claim is opposed by the Corporate Respondents. Common to both claims is whether the Applicant has a 50% interest in the shares of Decentral.
[7] In his affidavit sworn February 5, 2021, the Respondent described himself as “one of the Respondents, and an officer and director of the Corporate Respondents”. In that affidavit, he deposed that, in his personal capacity, he retained Mr. Cameron-Huff on March 3, 2014. He provided a redacted version of the written retainer agreement. He deposed that Mr. Cameron-Huff assisted him by incorporating various companies on his behalf, including 8821488 Canada Ltd. He also said that Mr. Cameron-Huff was retained by Ethereum Canada, a predecessor to Decentral Inc. and he provided redacted copies of emails dated March 12, 2014 confirming the retainer and dated September 16, 2014, terminating the retainer.
[8] The Respondent deposed that Mr. Cameron-Huff assisted him with trademark disputes, including a settlement agreement with ATC dated August 2, 2014, a redacted copy of which was attached, regarding the use of the Decentral name.
[9] The Respondent deposed that while Mr. Cameron-Huff acted as external counsel to the Corporate Respondents and their predecessors, the Respondent was solely responsible for instructing him.
[10] The Respondent also deposed that Mr. Cameron-Huff drafted a non-disclosure agreement (the NDA) between the Applicant and Decentral dated July 3, 2015. He also witnessed the signatures of the Applicant and of the Respondent on behalf of Decentral.
[11] On or about September 1, 2017, Mr. Cameron-Huff accepted the position as Chief Legal Officer with Decentral. The Respondent provided a redacted copy of his employment agreement. According to the job description, Mr. Cameron-Huff was to act primarily as general counsel providing legal advice, as well as technical and business advice. Mr. Cameron-Huff reported to the Chief Executive Officer of Decentral, which was the Respondent. Effective November 3, 2017, Mr. Cameron-Huff accepted the position of President and he continued to report to the Respondent as the Director of Decentral. A redacted copy of the employment agreement as President and the job description was provided.
[12] In about January 2019, Mr. Cameron-Huff returned to private practice. On April 25, 2019, Decentral Inc. retained him as counsel.
[13] The parties do not agree on when they started living together. It could be as early as 2000 (according to the Application), or as late as April 2003 (according to the Respondent). For purposes of this motion, I assume that this interest in cryptocurrency started in 2011 and became more significant up to the separation on October 4, 2017, a period of 7 or 8 years. As indicated in paragraph 25 of the December decision, the parties cohabited for approximately 14.5 years.
[14] Based on the evidence of the Respondent, for purposes of this motion:
(a) between March 3, 2014 and August 31, 2017, Mr. Cameron-Huff was in private practice. A redacted copy of a retainer dated March 3, 2014 (and amended September 16, 2014 and October 1, 2014) was provided that confirms he was retained by the Respondent personally;
(b) between March 12, 2014 and September 16, 2014, Mr. Cameron-Huff was retained by Ethereum Canada, a predecessor to Decentral. Retainer and termination of retainer agreements have been provided;
(c) Mr. Cameron-Huff assisted the Respondent in trademark disputes including in August 2014;
(d) Decentral was incorporated in March 2014. All of the shares were held by Holdco. On March 18, 2014, 90,000 Class A Shares of HoldCo were issued to the Respondent and 10,000 Class A shares were issued to the Applicant;
(e) on behalf of Decentral, Mr. Cameron-Huff drafted the NDA that is dated July 3, 2015;
(f) I find that, notwithstanding the absence of retainer agreements between Mr. Cameron-Huff, the Respondent, 882 and Decentral for the entire period, Mr. Cameron-Huff acted as external counsel to the Respondent and the Corporate Respondents between March 2014 and August 31, 2017;
(g) the restructuring took effect in late June and early July 2017. Mr. Cameron-Huff was involved in the planning of the restructuring. The LBW law firm prepared the documentation;[^2]
(h) effective September 1, 2017, Mr. Cameron-Huff became Chief Legal Officer for Decentral and was in that position on October 4, 2017 when the parties separated.
(i) for purposes of this motion, I assume that the period during which disclosure is sought is from March 3, 2014 to September 1, 2017. There is no evidence that anything material happened in September 2017 during much of which the Applicant and Respondent were on holiday in Spain. There is no basis for the Applicant claiming to be a client, or led to believe she was a client after October 4, 2017.
[15] There is no written retainer agreement between Mr. Cameron-Huff and the Applicant.
[16] The evidence of the Applicant is that she was never advised to obtain independent legal advice. That is not challenged by the Respondent or the Corporate Respondents.
Positions of the parties
[17] Paragraph 2 of the Applicant’s factum is as follows:
Nancy is seeking production of Mr. Cameron-Huff’s file because it contains information critical to one of the key issues in this file, namely Nancy’s ownership interest in Decentral and how it came to be that she was once the sole shareholder, once a 90% shareholder, once a 10% shareholder, and now an 8.7% shareholder. Nancy is entitled to receive a copy of Mr. Cameron-Huff’s file because:
(a) At all material times, Mr. Cameron-Huff was Nancy’s lawyer. Alternatively, if Mr. Cameron-Huff was not Nancy’s lawyer (which is denied), at all material times Nancy was led to believe that Mr. Cameron-Huff was her lawyer, and neither Mr. Cameron-Huff nor Anthony ever disabused her of this reasonable belief or advised her to obtain independent legal advice; and
(b) If Mr. Cameron-Huff was not Nancy’s lawyer, Anthony waived privilege over Mr. Cameron-Huff’s file both explicitly, in that Nancy had full and unfettered access to all of the information and documents prepared by Mr. Cameron-Huff and Nancy, in fact, reviewed those documents; and implicitly, by putting his state of mind and the advice he received from Mr. Cameron-Huff at issue in the litigation. To be clear, Anthony does not deny that Nancy had full and unfettered access to Mr. Cameron-Huff’s legal advice.
[18] The Respondent and the Corporate Respondents deny those allegations.
Issues in this motion
[19] The issues are:
(a) Did the Applicant have a solicitor client relationship with Mr. Cameron-Huff?
(b) Did Mr. Cameron-Huff and or the Respondent lead the Applicant to believe he was her lawyer?
(c) Did Mr. Cameron-Huff or the Respondent disabuse the Applicant of this reasonable belief or advise her to obtain independent legal advice?
(d) If Mr. Cameron-Huff was not the Applicant’s lawyer, did the Respondent explicitly or implicitly waive privilege over Mr. Cameron-Huff’s file?
(e) Is the evidence of the Respondent admissible?
Analysis
A. Did the Applicant have a solicitor client relationship with Mr. Cameron-Huff?
[20] The onus is on the Applicant to establish that she had a solicitor client relationship. There is no evidence of a written retainer agreement between the Applicant and Mr. Cameron-Smith during the period March 2014 and September 1, 2017 when he was in private practice.
[21] In the factum relied on for the hearing of the motion in August 2020, the Corporate Respondents pointed out that the Applicant had never asked Mr. Cameron-Huff if he had acted for her. In a letter dated January 7, 2021, the Applicant’s counsel wrote to Mr. Cameron-Huff asserting that the Applicant “has sought a complete copy of your file as it is her position that she and her companies were your client and as a result she is entitled to the documents in your file”. The letter contained a list of the documents sought during the period in which Mr. Cameron-Huff was in private practice, while he was employed by Decentral, and after his return to private practice.
[22] Mr. Cameron-Huff responded through his lawyer who wrote that the Applicant “was never a client of Mr. Cameron-Huff and as such there are no files or documents in relation to the non existent retainer to act for” her. The Applicant and the Respondent have both attached this correspondence to their affidavits as exhibits. That does not make it admissible and reliable evidence. In a motion where that fact is in issue, I neither accept nor rely on the exchange of correspondence to determine whether there was a solicitor client relationship.
[23] However, the Applicant has not met her onus to establish that there was an explicit solicitor/client relationship.
B. Did Mr. Cameron-Huff and or the Respondent lead the Applicant to believe he was her lawyer?
[24] This is essentially the basis for the motion.
[25] In paragraph 5 of her factum, the Applicant lists documents that Mr. Cameron-Huff authored or signed, or both. She asserts that these “documents show why Nancy always understood that Mr. Cameron-Huff represented both Nancy and Anthony”. Of those listed, these are of most interest in this motion:
(a) …. there is a page [in the disclosure] entitled “Director’s Register” that lists Anthony and Nancy as directors elected on March 18, 2014.
(b) there is a document entitled “Explanation of Series of Transactions” which states that “A plan was put in place to make Nancy the sole shareholder of the holding company but then it was decided that this was not a good idea. So the transaction was reversed.” Mr. Cameron-Huff prepared this document. There are a series of two sale documents dated March 21, 2014 and April 7, 2014, wherein Anthony sold Nancy 90,000 shares in 882 and then Nancy sold them back to Anthony. Mr. Cameron-Huff prepared these documents.
[26] I agree with the Applicant’s submissions that those documents raise questions that are potentially relevant to her claim that she was involved in a joint family venture or that, as shareholder, she was oppressed. At some point, the documents indicate that she was a Director and that she did own 100% of the shares in 882.
[27] Applying the analysis required in Jeffers v. Calico Compression Systems[^3] the Applicant takes the position that these factors support her position that there was a solicitor and client relationship:
(a) meetings between Mr. Cameron-Huff and the Applicant;
(b) correspondence between Mr. Cameron-Huff and the Applicant;
(c) a bill paid by the Applicant;
(d) instructions given by the Applicant to Mr. Cameron-Huff;
(e) Mr. Cameron-Huff acting on instructions given by the Applicant;
(f) a reasonable expectation by the Applicant about Mr. Cameron-Huff’s role;
(g) legal advice given by Mr. Cameron-Huff to the Applicant;
(h) legal documents created for the Applicant.
[28] At paragraph 43 of their factum, the Respondents undertake the same analysis with different results, namely that:
(a) meetings between the lawyer and a person do not result in a solicitor-client relationship. The Applicant did not provide any example of a meeting she had with Mr. Cameron-Huff in which he gave her legal advice in a personal capacity;
(b) the existence of correspondence with a person who is a lawyer does not result in a solicitor-client relationship. Mr. Cameron-Huff sent an email, or emails, to the Applicant, in her role as administrator, and asked her to print documents and put them in a folder.[^4] The Applicant was subject to a non-disclosure agreement. The Applicant has not referred to communications containing legal advice;
(c) the Applicant did pay a bill but for filing fees, not for legal services;
(d) the Applicant asserted that she gave instructions but provided no examples;
(e) the Applicant asserted that Mr. Cameron-Huff acted on her instructions but provided no examples;
(f) the Applicant asserted that she believed Mr. Cameron-Huff was her lawyer but provides no basis upon which to ascertain how such belief was reasonable;
(g) the Applicant provides no examples of Mr. Cameron-Huff providing legal advice on any subject;
(h) the Applicant confuses her personal capacity with her capacity as a shareholder of a corporate entity. There is no evidence that Mr. Cameron-Huff created any legal documents for the Applicant, as opposed to for 882 or Decentral.
[29] The analysis by the Respondents is reasonable.
[30] In my view, the questions raised by the Director’s Register listing the Applicant as a Director in March, 2014 and by the “Explanation of Series of Transactions”, and other related questions, need answers. In this motion, the Applicant seeks to investigate the answers through the medium of a solicitor and client relationship. Given all of the evidence, it is unsound to hang a solicitor and client relationship from such a thin thread of a few documents. The Applicant has failed to meet her onus to establish that she was led to believe by Mr. Cameron-Huff and or by the Respondent that Mr. Cameron-Huff was her lawyer. She has therefor failed to establish that she is entitled to access to documents that are protected by the unchallenged solicitor client relationship enjoyed by the Respondent and the Corporate Respondents.
[31] I note that in her notice of motion, the Applicant does not ask that the Respondent and Corporate Respondents provide a complete copy of Mr. Cameron-Huff’s file for the Applicant. If she had established an explicit or implicit solicitor and client relationship, the only documents to which she would have become entitled are those pertaining to her solicitor and client relationship.
C. Did Mr. Cameron-Huff or the Respondent disabuse the Applicant of this reasonable belief or advise her to obtain independent legal advice?
[32] Having found that the Applicant has not met the onus of establishing that there was implicitly a solicitor/client relationship with Mr. Cameron-Huff, I need not address this issue.
D. Did the Respondent explicitly or implicitly waive privilege over the contents of Mr. Cameron-Huff’s files?
[33] The Applicant gave examples of how she had access to the electronic files of Decentral and indeed, how she retrieved a quantity of documents before her access was cut off. In paragraph 8 of her January 15, 2021 affidavit she refers to having received “work-product” prepared by Mr. Cameron-Huff. She also asserts that the Respondent gave her “full and unfettered access to all of the information and documents prepared by Mr. Cameron-Huff”. In paragraph 5 of her affidavit sworn February 9, 2021 she deposed that she had “open, unqualified, unfettered and unrestricted access to absolutely all of our corporate, financial (including cryptocurrency ledgers), legal, and business documents before we separated, and to be clear, I availed of that access regularly.” She relies on that evidence to assert explicit or implicit waiver of privilege.
[34] Waiver is defined as the intentional or voluntary relinquishment of a known right or such conduct as warrants an inference of the relinquishment of such right.
[35] In his February 5, 2021 affidavit, the Respondent explicitly did not waive privilege with respect to the contents of the affidavit. His affidavit does not make reference to waiver of the documents that would be protected by solicitor/client privilege. In the factum, the Respondents took the position that the Applicant has not established implicit waiver. They asserted in paragraph 17 that “at all material times, Decentral has maintained its protection, and has not waived its rights, with respect to those documents”. The factum does not contain reference to any such evidence. Assertions made in a factum that are not supported by evidence are irrelevant. I do not rely on that assertion.
[36] The Respondents also asserted that the fact that the Applicant had access does not constitute waiver of the contents of the communications. In any event, the Respondents argued that whatever access the Applicant had was covered by the NDA.
[37] The NDA defines “confidential information” broadly. It provides that such confidential information shall not be disclosed, distributed or revealed to a non-party. The Respondents reliance on the NDA as a factor in whether the Respondents have waived privilege is not logical. The obligation on the Applicant not to disclose confidential information has nothing to do with whether the Respondents waived privilege.
[38] The onus is on the Applicant to establish that the Respondents have waived privilege. On the record in this motion, the most that can be said is that, while she worked for Decentral the Applicant had access to all of its electronic records. There is no evidence on which I could find that any or all of the Respondents intentionally or voluntarily relinquished their right to protect their solicitor/client privileged communications, or evidence from which to draw such an inference. It would have been helpful if the Respondents had specifically addressed the question of waiver in the February 5, 2021 affidavit. But, since the Applicant has not provided proof of waiver, it was not essential that the Respondents provide evidence of non-waiver.
E. Is the evidence of the Respondent admissible?
[39] I turn to the admissibility of evidence led on behalf of all of the Respondents in the affidavit sworn February 5, 2021. The Applicant appropriately challenges a significant portion of that evidence. As the regulated form 14A indicates, the affidavit is to include statements of fact and contains this warning:
If you learned a fact from someone else, you must give that person’s name and state that you believe that fact to be true.
[40] That warning reflects Family Law Rule 14(17) and (18) which provide that evidence on a motion may be given by affidavit and, shall, as much as possible, contain only information within the personal knowledge of the deponent. Pursuant to rule 14(19), the affidavit may contain information that the person learned from someone else, but only if the source of the information is identified by name and the affidavit states that the person signing it believes the information is true.
[41] In paragraph 1 of his affidavit, the Respondent stated as follows:
I am one of the Respondents, and am an officer and director of the Corporate Respondents, Decentral Inc. and 8821488 Canada Ltd., in this proceeding and as such I have personal knowledge of the matters which I discuss in this Affidavit, except where stated to be on information and belief in which case I believe same to be true.
[42] In paragraphs 7 to 10, 11 except the last sentence, 17 to 19, 21 to 24, 25, and 28 of his affidavit, the Respondent gave evidence as to matters within his personal knowledge.
[43] The Respondent makes reference to having been advised by Mr. Cameron-Huff in the last sentence of paragraph 11 and in paragraphs 13, 14, 16, 27, and 29. In none of those references, does he state his belief that the information is true. That evidence breaches rule 14(19) and is not admissible.
[44] In at least two paragraphs the Respondent refers to a “fact” without identifying the source of the information; see for example paragraph 15 (to protect Decentral in 2015) and paragraph 20 (Mr. Cameron-Huff did not take instructions from Nancy). One could draw an inference on both that Mr. Cameron-Huff was the source but drawing an inference is not what rule 14(19) requires. In addition, in neither case does the Respondent state his belief that the information is true. That evidence is not admissible.
[45] In that category of “facts” not within his personal knowledge and without the source being identified is paragraph 26 in which he deposed as follows:
My understanding is that LBW made an error mistakenly showing Nancy as a director of 8821488 Canada Ltd. for a brief period of time. Although I am not aware of all of the details of how or why such error occurred, a review of records regarding the amalgamation of the Decentral companies illustrate that I was intended to be the only director of these companies. As evidenced by the May 20, 2016 shareholders resolution and June 23, 2017 joint resolutions of the director and shareholders resolutions of 8821488 Canada Ltd., which were attached as Exhibit M to my July 14, 2020 Affidavit. Nancy acknowledged this fact.
[46] In other words, he deposed to an “understanding”, not even to “being advised”. And he says he was “not aware of all of the details”. The evidence is in breach of rule 14(18) and (19) on what might become important evidence in the case. Furthermore, he did not say he believed it to be true because he did not refer to a source of information. That evidence is not admissible.
[47] The Respondent is correct that, in a motion such as this, the Respondents were not obliged to provide an affidavit from Mr. Cameron-Huff. However, rule 14(18) provides that the deponent is to introduce information within his personal knowledge “as much as possible”. There is no evidence that Mr. Cameron-Huff was not available to give his own evidence as to whether there was a solicitor/client relationship. The Respondents are not permitted to rely on inadmissible hearsay because they made a strategic decision not to provide first hand evidence on the key issue.
[48] In summarizing the position of the Respondents in paragraph 28(b) above, I have referred to the reliance by the Respondents of an excerpt from paragraph 11 of the affidavit sworn February 5, 2021 to the effect that Mr. Cameron-Huff sent documents to the Applicant solely in her role as Administrator. I have included that reference in relation to the position taken but at paragraph 43, I have found that that evidence is not admissible.
[49] For purposes of this motion, I rely only on the few passages of his affidavit that are based on the Respondent’s personal knowledge.
Conclusion
[50] The Applicant has failed to meet the onus on her and the motion will be dismissed. However, as indicated above, the Applicant has raised questions about how it came to be that she was a Director but ceased to be a Director, how she was the sole shareholder, then a 90% shareholder, then a 10% shareholder, and at date of separation was an 8.7% shareholder, all without legal advice.
[51] In paragraph 46 of the factum, the Respondents point out that the Applicant chose not to (a) make a motion for third-party production, (b) seek to bring Mr. Cameron-Huff into this motion as a party pursuant to rule 7(3)(b)(ii) of the Family Law Rules, or (c) seek an order for questioning or disclosure by Mr. Cameron-Huff pursuant to rule 20(5) of the Family Law Rules and she “did so at her own peril”. Having not succeeded on the route that might have given her the most expansive disclosure, there remain alternatives such as those for her to pursue in the interests of obtaining answers to those relevant questions.
Costs
[52] The Respondents were successful on this motion and, pursuant to Family Law Rule 24(1), they are presumptively entitled to costs. I encourage counsel to settle the question of costs.
[53] Pursuant to rule 24(4), a successful party who has behaved unreasonably during a case may be deprived of all or part of the party’s own costs or ordered to pay all or part of the unsuccessful party’s costs. Pursuant to rule 24(5), in deciding whether a party has behaved reasonably or unreasonably, the court shall examine the party’s behaviour in relation to the issues. Pursuant to rule 24(12), in setting the amount of costs, the court shall consider the enumerated factors and “any other relevant matter”.
[54] If the parties do not settle and make written submissions, I expect counsel to make submissions on the issue as to whether the Respondents have behaved reasonably. The factum of the Respondents contains the following which may be relevant to their entitlement, if any, to an order for costs and the amount of costs:
repeated reliance on what Mr. Cameron-Huff said, did or did not say or do;
NOTE: Most of that “evidence” has been found inadmissible.
paragraph 38: It is apparent that she was seeking to have Mr. Cameron-Huff swear an affidavit so that she could cross-examine him on her unfounded claims. Mr. Cameron-Huff was so concerned about this tactic that he retained counsel to definitively and unequivocally deny any retainer agreement or solicitor-client relationship between Ms. Wu and Mr. Cameron-Huff.
NOTE: No evidence upon which to draw the inference that that was her objective. No evidence that Mr. Cameron-Huff was so concerned that he retained counsel. The fact that he has counsel does not constitute evidence as to his intention.
paragraph 45: In her Supplemental Factum, Ms. Wu seizes upon the fact that the Respondents have not put forward an affidavit from Mr. Cameron-Huff and instead rely on Mr. Cameron-Huff’s advice to Mr. Di Iorio. Respectfully, Ms. Wu’s complaint is a conundrum of her own making, and her assertion that significant portions of Mr. Di Iorio’s affidavit should be struck out is preposterous.
NOTE: The evidence was struck out and therefore the “complaint” was not preposterous.
paragraph 47: The Corporate Respondents have no authority to compel a third party to swear an affidavit in this action. In fact, Mr. Cameron-Huff retained his own counsel to assist him upon becoming aware of Ms. Wu’s claims to his legal files. This supports that Mr. Di Iorio and the Corporate Respondents are separate and apart from Mr. Cameron-Huff.
NOTE: As indicated above, there is no evidence that Mr. Cameron-Huff retained counsel for that reason. The extent to which the factum purports to support Mr. Cameron-Huff’s position suggests that the Respondents and Mr. Cameron-Huff are not “separate and apart”.
paragraph 50: If Ms. Wu truly believes that Mr. Cameron-Huff was her lawyer, she is now skating very close to suggesting that not only is Mr. Cameron-Huff improperly disputing that fact, but so is his independent counsel Ms. Susan Sack. To resolve the issue, Ms. Wu should take any steps she deems appropriate with Mr. Cameron-Huff and his counsel directly and not continue to pursue the file through the Corporate Respondents.
NOTE: May be considered threatening.
paragraph 51: Ms. Wu purports to rely on the Family Law Rules to further criticise Mr. Di Iorio’s affidavit. While this action is in part a family law action, the motion for production of Mr. Cameron-Huff’s solicitor-client privileged legal files is not a family law matter.
NOTE: The Applicant makes a claim based on joint family venture which is a family law matter. She also makes a claim based on oppression which is related to the family law matter in that both arise from the assertion that she is a 50% shareholder. The requested disclosure arises from both claims. It is a family law matter.
paragraph 52: In any event, Mr. Di Iorio’s affidavit complies with Rule 14.8 of the Family Law Rules. Mr. Di Iorio clearly states the source of his information as Mr. Cameron-Huff, and that he believes such information to be true.
NOTE: Mr. Di Iorio did not depose his belief in the information where he did acknowledge the source as Mr. Cameron-Huff.
paragraph 53: . . . Ms. Wu also conveniently ignores the independent evidence that Mr. Cameron-Huff denies he was her personal lawyer.
NOTE: There is no independent “evidence” that Mr. Cameron-Huff denies he was her personal lawyer.
paragraph 70: The suggestion that a representative of LBW, a non-party to this action, ought to swear an Affidavit as to authorship of such documents is, respectfully, ridiculous. The Corporate Respondents have no authority to require or direct a non-party to this action to swear evidence. In any event, whether LBW mistakenly prepared a document showing Ms. Wu as a director of 882 for a brief period has no bearing on this application, which is for production of Mr. Cameron-Huff’s solicitor client privileged legal files.
NOTE: There is no evidence that LBW mistakenly prepared a document as described. And that “fact” was relevant.
ORDER TO GO AS FOLLOWS:
[55] The motion as described in paragraph 1 above is dismissed.
[56] If by April 12, 2021 the parties have not agreed upon costs of this in-writing motion then they shall make written submissions not exceeding 3 pages plus offers to settle, if any, and bills of costs, as follows:
(a) the Respondents by April 19, 2021;
(b) the Applicant by April 26, 2021;
(c) reply by the Respondents, if any, by May 3, 2021.
[57] This order takes effect immediately.
Kiteley J.
Date: March 26. 2021
[^1]: 2020 ONSC 7646 (the December decision). As in that decision, I refer to Anthony Di Iorio as the Respondent and 8821488 Canada Ltd. (882) and Decentral Inc. (Decentral) as the Corporate Respondents. [^2]: The Applicant is critical that the Respondent first mentioned in his affidavit sworn February 5, 2021 the involvement of lawyers in the restructuring other than Mr. Cameron-Huff. I do not consider that timing issue relevant to this motion. [^3]: 2002 ABQB 72 as cited and summarized in Trillium Motor World Ltd. v. General Motors of Canada 2015 ONSC 3824 [^4]: see paragraph 48 below