COURT FILE NO.: CV-16-70026
DATE: 2021/05/17
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: Jean Maisonneuve and Chantal Charlebois, Plaintiffs
AND:
Stephane Langlois, Pierre Charron, and Charron Langlois LLP/s.r.l., Defendants
BEFORE: Regional Senior Justice Calum MacLeod
COUNSEL: David Cutler, for the Plaintiffs (moving parties)
Stephen Cavanagh, for the defendant, Langlois
Colin Dubeau, for the defendants Charron and Charron Langlois LLP/s.r.l.
HEARD: March 18, 2021
DECISION AND REASONS
[1] This is a summary judgment motion brought by the plaintiffs in a solicitor’s negligence action. In order for a plaintiff to obtain judgment, the plaintiff must prove its case and defeat any defences. This can be accomplished under Rule 20 if there is no genuine issue requiring a trial. The court must be satisfied that the justice of the case can be determined on the available evidence without engaging the full forensic mechanism of a trial.
[2] In this case the plaintiffs seek partial summary judgment, but it is not the much criticized type of partial judgment that would only extract one issue from a trial.[^1] Rather, the plaintiffs seek to invoke Rule 20.04 (3) which applies when the only genuine issue is the amount. In that case, where liability is not a genuine issue but damages must be assessed, the court may give judgment with a reference on damages or order trial of that issue only.
[3] The defendants resist summary judgment for the plaintiff. They agree that a trial is unnecessary for the simple reason that they believe the plaintiffs have no case. Although the defendants did not bring their own motion, they ask for “boomerang” summary judgment dismissing the action. In short, they argue if the evidence before the court is the best the plaintiffs can do, it is insufficient. In addition, they argue that the evidence should convince the court that the limitation period had expired and there is an absolute defence.
[4] For the reasons that follow, the plaintiffs’ motion for summary judgment is dismissed and summary judgment is granted dismissing the action in its entirety.
Factual Background
[5] This is one of several pieces of litigation against a now disbarred lawyer and his former law firm consequent to the termination of his practice. I mention that because there has been a great deal of publicity surrounding Mr. Langlois and missing trust money. Indeed, the final order of the Law Society Tribunal was widely reported just after I had heard argument in this matter. [^2] The status of Mr. Langlois to practice law has no bearing on the determination of this motion.
[6] This action has nothing to do with missing trust funds or allegations of dishonesty. It is simply a claim for negligence and breach of contract. The plaintiffs claim that the defendants and their law firm failed in their professional duty owed to them. The central issue relates to loans that were to have been secured. The named plaintiffs are Jean Maisonneuve and his wife, Chantal Charlebois. As I will discuss, there is considerable imprecision as to what role Ms. Charlebois played or to whom the funds in question were owed. Mr. Maisonneuve was the primary actor and is the main witness for the plaintiff. Ultimately Ms. Charlebois’ rights appear to have been assigned to Mr. Maisonneuve and a numbered company.
[7] There are facts which are not substantially in dispute. There is no doubt that Mr. Langlois acted for Maplesoft Group for many years. Jean Maisonneuve is a Chartered Accountant who was for some time a shareholder, director and Chief Financial Officer of Maplesoft. The Chief Executive Officer of Maplesoft and of each of the individual corporations was Jody Campeau. According to the affidavit evidence, Mr. Maisonneuve and Ms. Charlebois lent approximately $3.7 million to Maplesoft by way of shareholder loans prior to 2011. There is no allegation that Mr. Langlois had anything to do with those loans or provided legal advice to the plaintiffs prior to 2011. Whatever the terms of those loans were, they were negotiated between Mr. Maisonneuve and Mr. Campeau or the “other partners in Maplesoft” and had been fully advanced before Mr. Langlois became involved.
[8] In mid 2011, Mr. Langlois was asked to prepare documents in order to secure the outstanding loans or as Mr. Maisonneuve describes it, to “paper the transaction”. It is not clear from the evidence, who retained Mr. Langlois. It is Mr. Maisonneuve’s evidence that the instructions came from Jody Campeau to prepare the documents necessary to secure the loans.
[9] In furtherance of those instructions, Mr. Langlois prepared a General Security Agreement over the assets of the four corporations making up the Maplesoft Group. That document was duly signed by Jody Campeau as CEO on behalf of each of those corporations on July 21, 2011. Notice of the security was subsequently registered under the PPSA.[^3] There is no allegation that there is anything wrong with the wording of the GSA or with the PPSA registration.
[10] It is clear, however, that if Mr. Langlois was supposed to be protecting the plaintiffs’ interests then he was in a potential conflict of interest. He did not refer Mr. Maisonneuve and Ms. Charlebois for independent legal advice. He did not obtain written consent from the clients nor did he otherwise comply with the Rules of Professional Conduct concerning conflicts.[^4]
[11] Maplesoft also incurred further debts and it appears Mr. Langlois acted on both sides of at least one major transaction; acting for the lender as well as for Maplesoft. Some time later, Maplesoft sold one or more of the corporations and in 2013, Mr. Maisonneuve resigned his position as CFO. He apparently signed a general release at that time.
[12] Between 2011 and 2014 the plaintiff was involved in various discussions and negotiations with Maplesoft. Some amounts were paid on account of the original loans and it is the plaintiff’s evidence the balance owing had been reduced by over a million dollars by the end of 2014 when he surrendered his shares.
[13] In the fall of 2013, Maplesoft asked the plaintiffs to surrender the shares that they held in one or more of the Maplesoft companies. It seems that the plaintiff then consulted two lawyers, Marc Doucet and Martin Black. It is his evidence that he was told by both of those lawyers that there was something wrong with his security. I will come back to this momentarily, but it is central to the claim. The allegation is that Mr. Langlois should have prepared a promissory note and without that, the GSA was not proper security. The plaintiff’s evidence is that the deficiency in his secured position prejudiced him in his negotiations with Maplesoft and put him at a disadvantage.
[14] In December of 2014, the plaintiff concluded an agreement with Maplesoft for the surrender of his shares and an acknowledgment of his debt. He received a promissory note for just over $2 million at the beginning of December and this was replaced by a note for $2.7 million later in the month. This note was secured by the GSA drafted by Mr. Langlois. At the time of relinquishing the shares, the plaintiffs also received a release from any obligations owing to Maplesoft.
[15] Subsequently the debt has been reduced by more than $1.4 million by way of direct or indirect payments. A fresh promissory note for $1.3 million was executed in April of 2017 by the corporation which bought out Maplesoft and acquired its assets (SEB). That loan continued in good standing until April of 2019 when the note came due.
[16] At the time of the cross examination in October of 2019, the plaintiff was continuing to receive interest payments on that note although the outstanding amount of principal remained outstanding.
Analysis
[17] There is no debate that Mr. Langlois was in a conflict of interest and failed to obtain or document written consent of his various clients. The plaintiff can readily establish actions and omissions that fell below the standard of care expected of a reasonable and prudent solicitor.
[18] In addition, Mr. Langlois has admitted that he was instructed to prepare a promissory note and should have done so. He was able to locate a draft promissory note in his files. He agrees that he should have prepared the note and it should have been one of the closing documents to “paper the loan”.
[19] The problem for the plaintiffs is that carelessness or breach of a duty of care is insufficient by itself to establish liability for negligence. In a bifurcated proceeding (which is what the plaintiffs are seeking) it may be unnecessary to quantify the damages, but it is necessary to prove causation. The cause of action arises when a negligent act or omission results in damages. This is unlike other torts such as trespass in which liability can be established without proof of loss.
[20] There is no such thing as negligence in the abstract. As one of the leading texts on Canadian tort law puts it, negligence has a narrow meaning – that is conduct that falls below the standard of care – and a broader and wider meaning – that is a cause of action for negligence.[^5] The former is only one component of the latter. In the classic English formulation of the cause of action, it is necessary to establish that actual damage has resulted from the breach. American courts and the authors of Canadian Tort Law break that down further into 1) the claimant has suffered some damage; 2) the damage suffered was in fact caused by the conduct of the defendant; 3) the conduct of the defendant is a proximate cause of the loss (that is the loss is not too remote); and, 4) the conduct of the plaintiff must not be such as to bar or reduce recovery (such as voluntary assumption of risk, contributory negligence or failure to mitigate).[^6]
[21] In any event, however it is described, there can be no liability for negligence unless some consequential damage has been suffered by the plaintiff.[^7] Similarly, conflict of interest is not by itself a cause of action.[^8] Liability for breach of contract also requires proof of damages, particularly if the alleged breach is negligent performance by a lawyer.[^9] Furthermore, on the evidence before me, while it is conceded that Mr. Langlois owed a duty of care to the plaintiff, it is far from clear that the plaintiff had retained him. The evidence of Mr. Maisonneuve is that it was Mr. Campeau and Maplesoft who instructed Mr. Langlois to “paper the loan”.
[22] On the evidence before me, I cannot find that the plaintiff sustained a loss flowing from the actions or omissions of Mr. Langlois. There are several reasons why I find the evidence of loss to be less than satisfactory. Firstly, as counsel for the defendant argues, there is no clarity about how much money was loaned by who and to whom. There is at least one numbered company and a family trust involved (which are not parties to the litigation) and there are at least four separate corporations which were in the Maplesoft Group at different times. The plaintiff’s evidence as to which corporation he was employed by and what his role was in each was remarkably vague. Similarly, the evidence lacks precision about what was owing when and what was repaid. I understand that the plaintiff has not led accounting evidence, that he is reserving for the quantification of damages but the evidence before me is so vague as to leave considerable uncertainty that there has been any loss at all. At least, not any loss flowing from negligence on the part of the defendants.
[23] The plaintiff seems to believe that he was misled in a number of ways by Mr. Campeau and that various loans and obligations were paid out in priority to the plaintiffs’ promissory note. Certainly, there are allegations that Mr. Langlois was acting for companies opposed in interest to the plaintiffs and to Maplesoft, but it is not clear from the evidence how that conflict of interest gave rise to losses. Much of the negotiation and renegotiation of the loans was between Mr. Maisonneuve and Mr. Campeau and there is no evidence before me that the plaintiffs relied on Mr. Langlois for business or financial advice. Mr. Maisonneuve on different occasions signed a release and a subordination of security interest at the request of Maplesoft. It is not suggested that Mr. Langlois advised him to do so or played any role in those decisions.
[24] It is alleged that “Langlois played an active role in the manipulation of the priority scheme of the secured creditors of Maplesoft to the benefit of some creditors and to the detriment of the plaintiffs” but the affidavit evidence does not explain precisely what that means or how Mr. Langlois is said to have undermined the position of the plaintiffs. It is impossible to determine from the evidence, what losses resulted from this alleged manipulation and what losses were the consequence of negotiated changes. The evidence demonstrates that Maplesoft never resiled from the original loans. Those loans had been paid down by at least a third by 2014. They were replaced by a new promissory note for $2.7 million which was properly secured. Payments were made on the new note until 2017 when the debt was assigned, and a replacement note obtained for the balance of $1.3 million.
[25] The central allegation in the case is that because the loan was not properly secured, the plaintiffs suffered diminished bargaining power with Maplesoft. Counsel for the plaintiff characterizes that evidence as uncontradicted but simply saying it is uncontradicted does not give a bald statement probative value. There is no evidence that Jody Campeau or Maplesoft ever denied the existence of the debts or quibbled with the amounts said to be owing. There is no evidence that there was ever an attempt to realize on the security or that any other creditor ever challenged the priority or the amount claimed by the plaintiff. There is evidence that the plaintiff renegotiated the amount owing, sold his shares, postponed debt and signed releases. There is a suggestion that he was misled or lied to by officers of Maplesoft. That cannot be attributed to Mr. Langlois. [^10] At most there is a suggestion that Mr. Langlois should have known that some of his other clients were being paid in priority to the plaintiff and had an ongoing duty not to stand idly by.
[26] In addition to finding the evidence confusing at a factual level, I have significant difficulty with the assertion that the GSA or the registration of security was not valid because of the absence of a promissory note. Promissory notes come in different forms and serve different purposes. For example, certain promissory notes can be negotiable instruments governed by the federal Bills of Exchange Act.[^11] In some instances promissory notes are conditional. In this case it is alleged that the promissory note should have contained a right to accelerate the loan or call the loan in the event of default. I have not been provided with any authority that a promissory note as such is a precondition to the validity of a floating charge such as a GSA or to the priority given to security registered under the PPSA.
[27] Certainly, security must be supported by an underlying debt. All creditors, secured or not, will have to prove the amount owing and the terms of the loan such as interest rate, due date, acceleration provisions or any other terms and conditions. A new promissory note might have been a useful document for that purpose, but it would not be the only acceptable proof of the debt. Shareholder loans would normally be recorded in the corporate books and records (which would presumably have been in the control of the plaintiff as the CFO). Further, as the evidence discloses, at least some of the debts owed to the plaintiff by Maplesoft prior to consulting Mr. Langlois, were the subject of promissory notes. The plaintiff estimates that he had prior notes for 50% of the debt.
[28] The GSA was security for all existing and subsequent debts. In fact, the very same GSA continued to be security for the promissory notes which were provided to the plaintiffs later in the sequence of events. So, it is not self evident that a promissory note would have been essential for the validity of the security and even if it was, it could have been simply remedied by a subsequent note. As mentioned, Maplesoft did sign a subsequent note for the full balance owing in 2014.
[29] The only evidence that the absence of a promissory note undermined the validity of his security is that of the plaintiff and that in turn is based upon an oral opinion he asserts was provided by Mr. Doucet or Mr. Black. According to the plaintiff’s affidavit, he retained Mr. Black and Mr. Black advised him that in the absence of a promissory note, the GSA although properly registered, and apparently providing priority over subsequent creditors, may have been invalid.
[30] As discussed above, it is not clear to me that this is so. Mr. Maisonneuve says that Mr. Black told him his security was not perfected without a promissory note. This is hearsay. There is no affidavit from Mr. Black on this point. “Perfection” is a term of art, which, pursuant to the PPSA, is achieved by various means including registration under the Act.[^12] That is one of the purposes of registration. Assuming the problem is not “perfection” as such but enforceability, neither the evidence nor the legal authorities provided to me indicate why a GSA would be invalid in the absence of a promissory note. The question, surely, is whether there was a debt to secure, what was the balance owing on that debt, and what were the terms of the loan?
[31] Security is of no benefit in the absence of a debt to secure. That is certain. Under the PPSA, a security agreement is an agreement that creates or provides for a security interest and a security interest is an interest in personal property that secures payment or performance of an obligation.[^13] So, there must be an underlying “obligation” and the extent of the obligation must be proven. As discussed above, however, I was not shown any evidence or jurisprudence to suggest that there is any magic to the form of the debt instrument.
[32] Many security instruments such as mortgages or chattel mortgages also contain the covenant to pay and the terms of the loan. The GSA itself recites at least the balance owing and the interest rate although it may lack a due date and a provision for calling the loan. As far as appears from the evidence, Maplesoft has never denied the amount of the debt nor the validity of the security. To the contrary, it was Maplesoft that asked Mr. Langlois to “paper the loan”, at least half the debt was already evidenced by promissory notes and subsequently notes were given for the full balance of the loan.
[33] The critical point is that, despite Mr. Langlois’ admission that he should have prepared a promissory note and had prepared a draft, the plaintiff has not proven that this omission rendered the debt unenforceable or invalidated his rights as a secured creditor. I would require either an expert opinion on the point or clear legal authority to justify this assertion.
[34] Equally, if not more problematic, the evidence does not show any direct loss. In fact, Maplesoft fully recognized the loans were owing and Mr. Campeau subsequently signed a promissory note for the balance. As outlined above, the debt has continued to be paid, continues to bear interest and continues to be recognized by the assignee. At least until the date of the assignment, the GSA continued as security but there was never any effort (or need) to enforce the security. It was only after the debts were assigned that the greatly reduced debt became due and there was a default in payment. There is no evidence that any other creditor or Maplesoft itself ever challenged the secured position revealed by a PPSA search or challenged the amount said to be owing.
[35] The central allegation, which hinges on proving that the security was deficient, is that this omission to prepare a new promissory note in 2011 put the plaintiff at a disadvantage in his subsequent negotiations with Mr. Campeau and Maplesoft. It is hard to see what damages flow from this even if it could be proven because Maplesoft provided a new promissory note and that note was secured by the GSA. This cured any deficiency in the security. The plaintiff did state in cross examination that he had to give his shares away to get the security so perhaps the value of the shares (if any) could be linked to a weakened negotiating position but the evidence on that point is hardly conclusive.[^14] Nor is a loss of share value something that is pleaded.
[36] In fact, it can be inferred from the plaintiff’s evidence is that he received around $900,000 in loan repayments during 2014. The loan balance was $3.6 million at the beginning of the year and by December of 2014, it was over a million dollars less. The plaintiff received a promissory note for $2,032,192.00 on December 16, 2014 and a replacement promissory note for $2,707,192.00 on December 24, 2014.
[37] While the evidence is unclear as to why there were two notes, on cross examination, Mr. Maisonneuve identified each of these amounts as the balance owing under the original loan. The increase from $2 million to $2.7 million is not explained but it is a reasonable inference that it was the result of negotiations and the share surrender. In any event, there were other reasons for the share surrender which remain murky and it appears there was also a release provided to the plaintiff by Maplesoft at that time against any claims or obligations he might have owed himself. The evidence on this motion does not demonstrate any loss flowing from a weak negotiating position.
[38] The plaintiff did sign a postponement of his security to allow a Maplesoft refinancing. In addition, it appears that Maplesoft paid creditors who should have ranked behind the plaintiff in priority to him. This may have been done surreptitiously and perhaps Mr. Langlois knew about it since he acted for at least one of those other creditors but the evidence does not persuade me that this had anything to do with alleged deficiencies in the security or a weakened negotiating position that he could not have known about until he received advice from Mr. Doucet or Mr. Black.
[39] Loss of bargaining power as such may not be actionable or quantifiable based on principles of remoteness and foreseeability.[^15] But assuming that the damages can be quantified by determining the value of the shares, the evidence does not demonstrate that anyone at Maplesoft knew of the deficiency in the security and could have taken advantage of that fact. It appears that Maplesoft went through a period of financial turbulence but it does not appear it ever sought to repudiate the amounts it owed to the plaintiffs. Any claim based on weakened negotiating position is highly speculative and certainly is not proven by the evidence before me on this motion.
[40] Far from being satisfied that liability has been established, I find this evidence to be, at best, confusing. Summary judgment for the plaintiffs is not appropriate.
Boomerang Summary Judgment
[41] A boomerang summary judgment is appropriate in certain cases in which the evidence demonstrates that there is no genuine issue requiring a trial because the moving party has no case and cannot possibly succeed. [^16] The issue is whether I can safely reach this conclusion because the evidence conclusively demonstrates there is no way for the plaintiff to win the case. It does not follow automatically that failure to succeed on a summary judgment motion permits the court to make conclusive findings of fact against the moving party.
[42] I am not satisfied with the evidence that the security was inherently deficient or that the defect in the security weakened the plaintiff’s negotiating position with Maplesoft. Can I conclude that these are not genuine issues and is it fair to reach that conclusion without a trial?
[43] Let me deal firstly with the claim against Pierre Charron in his personal capacity. In his case, there is no chance of success and the action should be dismissed against him. Charron Langlois is or was a limited liability partnership. Mr. Charron was no longer a partner when the plaintiff consulted Mr. Langlois. While it was foolish of Mr. Charron to permit his name to continue as part of the partnership name and may well have been misleading to the public, there is no evidence that the plaintiff had any dealings with Mr. Charron, relied on his apparent status as a partner or was misled in any way. [^17] The plaintiff only dealt with Mr. Langlois and always believed the retainer was with Charron Langlois LLP. Pursuant to ss. 10 (2) – (4) of the Partnerships Act, claims against limited partnerships do not create personal liability for the partners who are not themselves negligent.[^18]
[44] The defendants also rely upon a limitations defence. According to this argument, if damages flow from a defect in the security or a conflict of interest, then the latest time that the limitation period could have begun to run would be when Mr. Maisonneuve received advice that his security was deficient. Remembering that there is no motion by the defendants, I do not think it would be prudent to dismiss the action solely on the basis of the limitation period. Certainly knowledge of the negligent act or omission is a critical factor in defining the date of discovery within the meaning of s. 5 of the Act, but it is also necessary to know that loss or damage has occurred and that launching an action is an appropriate means to remedy the loss.[^19] If the damages crystalized only when the negotiations concluded (assuming that to be a genuine issue requiring a trial) then it is at least arguable that the date of discovery was December of 2014. The action began in September of 2016.
[45] The question then is whether the plaintiff’s evidence, insufficient as it is for summary judgment, leaves open a genuine possibility of success at trial. Or does the evidence before the court demonstrate conclusively that there is no such issue? Defence counsel argue strenuously that the case is unwinnable, and the defendants should not be left exposed to this claim for a moment longer.
[46] The plaintiffs on the other hand did not come to court prepared to prove damages because they only sought a finding of liability. They were never served with a notice of motion and so perhaps they were not on notice of the obligation to put their best foot forwards as required by Rule 20.02 (2). Boomerang summary judgment should only be granted in the clearest of cases. Summary judgment motions must be an instrument of justice and not injustice. The question is whether it is fair and reasonable to make the determination on the available evidence or whether the added expense and delay of fact finding at trial is necessary to a fair process and just adjudication.[^20]
[47] Taking all of this into account, the evidence before me conclusively demonstrates at least the following facts:
a. The loans were fully advanced before Mr. Langlois was retained.
b. Mr. Langlois was retained by Maplesoft or Mr. Campeau to secure the outstanding loans.
c. The GSA and the PPSA registration were completed properly and at all times showed the plaintiffs as secured creditors.
d. If there was any deficiency in the security because of the absence of a promissory note, that deficiency was cured in December of 2014 when a new promissory note was signed.
e. The evidence does not support the allegation of a weakened bargaining position or having given away valuable shares. A promissory note for just over $2 million signed in early December of 2014 was replaced by a promissory note for $2.7 million on Christmas Eve.
f. In 2015 the plaintiff postponed his debt after Maplesoft defaulted on its loan with BMO, sold its assets to SEB and had to refinance. It is alleged that the postponement was granted based on a misrepresentation by Mr. Campeau, but that has nothing to do with the validity of the security.
g. Maplesoft or the Maplesoft Group repaid approximately two thirds of the loans together with interest and at no time disputed the amount owing or the existence of security.
h. As of March 31, 2017, the balance had been reduced to just under $1.8 million. At that time the plaintiff received a payout of approximately $429,000 and agreed to an assignment of debt to SEB. He received a promissory note from SEB for $1.37 million, the balance owing under the 2014 promissory note. That note was supported by the personal guarantee of the principal of SEB.
i. At the time of taking evidence, SEB may have been in default because the promissory note was past due (April 7, 2019) but it continued to pay the monthly interest accruing at 15% per annum (prime plus 10%).
[48] I am satisfied on this evidence that the plaintiff cannot succeed against the defendants and there is no genuine issue requiring a trial. Mr. Langlois was undoubtedly in conflict of interest and it appears he failed to carry out the instructions to prepare a promissory note. There is no difficulty showing that he fell below the standard of care.
[49] The evidence, however, neither persuades me that the failure to draft the note was fatal to the security nor that the plaintiff suffered any compensable loss as a result of these omissions by Mr. Langlois. In fact, despite its financial difficulties, Maplesoft appears to have recognized and honored the debt, ultimately assigning the balance to SEB where the liability currently resides.
[50] The allegation that losses stemmed from a weakened bargaining position was fully explored under cross examination and it has no substance. Finally, the plaintiffs are not asserting a claim against Maplesoft or Jody Campeau nor have they ever done so. [^21]
[51] This is an appropriate case to grant summary judgment against the plaintiffs.
Conclusion
[52] In conclusion, the plaintiff’s motion for summary judgment is dismissed.
[53] The action against Mr. Charron is dismissed.
[54] The action against the remaining defendants, Stephane Langlois and Charron Langlois LLP is also dismissed.
Costs
[55] There may have been offers to settle or other matters which should have a bearing on costs.
[56] I encourage the parties to resolve the question among themselves, but if they are unable to do so, I will hear submissions or at the option of the parties I will receive submissions in writing.
[57] If they do reach agreement, I will be delighted to include the agreed upon costs disposition in the formal order.
Mr. Justice C. MacLeod
COURT FILE NO.: CV-16-70026
DATE: 2021/05/17
ONTARIO
SUPERIOR COURT OF JUSTICE
RE: Jean Maisonneuve and Chantal Charlebois, Plaintiffs
AND:
Stephane Langlois, Pierre Charron, and Charron Langlois LLP/s.r.l., Defendants
BEFORE: Regional Senior Justice Calum MacLeod
COUNSEL: David Cutler, for the Plaintiffs (moving parties)
Stephen Cavanagh, for the defendant, Langlois
Colin Dubeau, for the defendants Charron and Charron Langlois LLP/s.r.l.
DECISION AND REASONS
Regional Senior Justice Calum MacLeod
Released: May 17, 2021
[^1]: Butera v. Chown, Cairns LLP, 2017 ONCA 783, 137 OR (3d) 561, 418 DLR (4th) 657 (C.A.) @ paras 22 - 35
[^2]: Law Society of Ontario v. Langlois, 2021 ONLSTH 60
[^3]: Personal Property Security Act, RSO 1990, c. P.10 as amended
[^4]: Law Society of Ontario, Rules of Professional Conduct, Rule 3.4
[^5]: Linden, Felthusen,et. al., Canadian Tort Law, Eleventh Edition, 2018, Lexis, Nexis Canada, page 124, para 4.3
[^6]: Ibid, in particular para. 4.7
[^7]: Ibid, paras. 4.10 – 4.14 and see Ramadhin v. New Venture Group Inc., 2018 ONCA 6
[^8]: See Lacroix v. CMHC and McCann v. CMHC, 2016 ONSC 2641 (Div. Ct.)
[^9]: Central Trust Co. v. Rafuse, 1986 CanLII 29 (SCC), [1986] 2 SCR 147.
[^10]: Defence counsel referred to at least one authority holding that a claim for “loss of bargaining power” is too speculative to quantify. See Saskatchewan Federation of Labour v. Saskatchewan, 2016 SKQB 365 at para. 51
[^11]: R.S.C., 1985, c. B-4 as amended
[^12]: See Part III, PPSA
[^13]: S1, PPSA
[^14]: Maplesoft defaulted on its loan to BMO in 2015 and sold its assets to Smart Employee Benefits (SEB). At an earlier stage, it had given away a money losing division for assumption of debt.
[^15]: See Saskatchewan Federation of Labour v. Saskatchewan, 2016 SKQB 365
[^16]: 1062484 Ontario Inc. v. Williams McEnery, 2020 ONSC 825, ¶ 25, aff’d 2021 ONCA 129
[^17]: Ibid, see para. 97 of the decision of Justice Ryan Bell which I adopt. See also s. 10 (2) – (4) of the
[^18]: Partnerships Act, RSO 1990, c. P.5 as amended
[^19]: Limitations Act, 2002, S.O. 2002, c. 24, Sched. B, as amended, s. 5 (1) (a)
[^20]: Hryniak v. Mauldin, 2014 SCC 7, [2014] 1 SCR 87 @ para. 33
[^21]: Throughout these reasons I refer primarily to the plaintiff in the singular and to Mr. Maisonneuve. This reflects the fact that ultimately the debts owing to Ms. Charlebois were rolled into single promissory notes in favour of Mr. Maisonneuve and a numbered company.