COURT FILE NOS.: CV-11-00009115-00CL and CV-13-491863

DATE: 20220914

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

Court File No. CV-11-00009115-00CL

CRESCENT (1952) LIMITED IN THE NAME OF AND ON BEHALF OF SAFETY INSURANCE SERVICE (1959) LIMITED

Plaintiff

– and –

ROBERT JONES, RICHARD DESLAURIERS, JONES DESLAURIERS INSURANCE MANAGEMENT INC. and BELVINS & ASSOCIATES INSURANCE AGENCY INC.

Defendants

AND BETWEEN:

Court File No. CV-13-491863

CRESCENT (1952) LIMITED

Plaintiff

– and –

SAFETY INSURANCE (1959) LIMITED, ROBERT JONES, RICHARD DESLAURIERS, DANIEL SGRO, CORY STRUCK, LORI MCDOUGALL, and AARON NANTAIS

Defendants

Stephen F. Gleave and Breanna Needham, for the Plaintiff

Jonathan L. Rosenstein, for the Defendants

Stephen F. Gleave and Breanna Needham, for the Plaintiff

Jonathan L. Rosenstein, for the Defendants

Heard: April 29, 2022

REASONS FOR DECISION

McEwen, J.

[1] These two actions proceeded before me in phases.

[2] Phase 1 proceeded in November and December 2018. I released Reasons for Decision on May 7, 2019 (the “Phase I Reasons”).

[3] On December 9, 2020, the parties attended Phase II of the trial. I issued Supplementary Reasons thereafter.

[4] In the Supplementary Reasons, I accepted the parties’ joint submissions on the Phase II issues. I further invited the parties to perform the necessary calculations to adjust the Target EBITDA and the Aggregate Warranty Period EBITDA.

[5] The parties conducted the necessary calculations and now agree on all the remaining issues with respect to Phase III, with one exception which I review below.

[6] The final phase, Phase IV, deals with the issue of costs, to which the parties also disagree. Additionally, there are some minor ancillary issues involving the Preferred Shares and the JDIMI Production Report that must be resolved.

[7] I will deal with each Phase in turn.

PHASE III

[8] For the Phase III submissions, the parties conducted certain calculations. They agree that the Target EBITDA for Safety, as adjusted, is $5,556,003.16.

[9] The parties further agree that the Aggregate Warranty Period EBITDA for Safety, as adjusted, is $3,062,564.84. This results in an actual shortfall of $2,493,438.32.

[10] The parties also agree that the Aggregate Warranty Period EBITDA will not generate any value for the Preferred Shares at issue.

[11] For the purposes of completing the record and for costs, the parties and I agree that the last dispute on Phase III must be determined.

[12] The specific issue in dispute is whether the “Lower Threshold” contained in the formula used to calculate the Deferred Payment (which the parties agree will not be paid) can be adjusted. Crescent submits that it can be adjusted; JDIMI submits that it cannot.

[13] By way of explanation, the Deferred Payment formula (the “Formula”) is set out in s. 3.5.3 of the SPA as follows:

3.5.3. The parties have agreed that, in the event that the Aggregate Warranty Period EBITDA is less than the Target EBITDA (with the amount by which the Target EBITDA exceeds the Aggregate Warranty Period EBITDA being hereinafter referred to as the “Warranty Period Deficiency”), the Purchase Price, the Pref Price and the aggregate Redemption Amount of the Preferred Shares shall be adjusted downward as follows:

a) in the event that the Aggregate Warranty Period EBITDA is less than the Target EBITDA but greater than Six Million Dollars ($6,000,000.00), then the Purchase Price, the Pref Price and the Aggregate Redemption Amount of the Preferred Shares will be adjusted downward, on a dollar for dollar basis, by the amount of the Warranty Period Deficiency.

As an example, if the Aggregate Warranty Period EBITDA is $7,110,000.00, which is $90,000 less than the Target EBITDA of $7,200,000 for the Warranty Period, the Warranty Period Deficiency is $90,000.00. This would result in a downward reduction of the Purchase Price, the Pref Price and the aggregate Redemption Amount of the Preferred Shares by an amount equal to the Warranty Period Deficiency of $90,000.00, being $90,000.00. On such basis the Pref Price payable by the Purchaser to the Vendors for the Preferred Shares on the Second Closing would be $4,410,000.00.

b) in the event that the Aggregate Warranty Period EBITDA is less than Six Million Dollars ($6,000,000.00), then, in addition to the downward adjustments set out in Section 3.5.3(a) above, the Purchase Price, the Pref Price and the aggregate Redemption Amount of the Preferred Shares shall be further adjusted downward by an amount equal to four (4) times the amount by which Six Million Dollars ($6,000,000.00) exceeds the Aggregate Warranty Period EBITDA.

As an example, if the Aggregate Warranty Period EBITDA is $5,910,000.00, which is $1,290,000.00 less than the Target EBITDA of $7,200,000 for the Warranty Period, the Warranty Period Deficiency is $1,290,000.00. This would result in a downward reduction of the Purchase Price, the Pref Price and the aggregate Redemption Amount of the Preferred Shares by an amount equal to $1,560,000.00 calculated as follows: (i) a dollar for dollar reduction for the Warranty Period Deficiency between $7,200,000.00 and $6,000,000.00, being $1,200,000.00; and (ii) four (4) times the amount by which $6,000,000.00 exceeds the Aggregate Warranty Period EBITDA of $5,910,000.00, or four (4) times $90,000.00, being $360,000.00. On such basis, the Pref Price payable by the Purchaser to the Vendors for the Preferred Shares on the Second Closing would be $4,500,000.00 minus $1,560,000.00, being $2,940,000.00.

[Emphasis added]

[14] As the Formula shows, the parties established a Target EBITDA: the amount of EBITDA that Safety was required to generate over the three-year Warranty Period. If Safety had done so, Crescent would be entitled to be paid the entire $4,500,000 Deferred Payment without deduction. The Target EBITDA was fixed at $7,200,000.

[15] If, however, Safety’s Aggregate Warranty Period EBITDA fell below the Target EBITDA, there would be a reduction in the quantum of the Deferred Payment.

[16] Importantly, to the extent that there is any reduction, it would be calculated under the aforementioned Formula as follows:

• If the Aggregate Warranty Period EBITDA was less than the Target EBITDA but more than $6,000,000 (the Lower Threshold, as defined in the SPA) then the Deferred Payment would be reduced by $1 for every $1 of shortfall below the Target EBITDA.

• If the Aggregate Warranty Period EBITDA was less than the Lower Threshold, then the Deferred Payment would be reduced by an additional $4 for every $1 of shortfall below the Lower Threshold.

[17] By way of further explanation, the parties, on June 31, 2008, executed a Second Amendment to the SPA which adjusted certain key components of the formula. I do not propose to repeat all the amendments but, importantly, as a result of the Second Amendment, the parties agreed to reduce the Aggregate Warranty Period Target EBITDA to $6,525,000 and to reduce the Lower Threshold to $5,425,000.

[18] The agreed formula to calculate the Deferred Payment is therefore:

(a) $4,500,000, minus

(b) $1 for every $1 of that portion of the shortfall between the Target EBITDA and the Lower Threshold; minus

(c) $4 for every $1 of that portion of the shortfall below the Lower Threshold.

[Emphasis added]

[19] As shown, the total reduction in the Deferred Payment depends significantly on the quantum of the Lower Threshold since each dollar of shortfall below the threshold results in a far more substantial reduction in the Deferred Payment, i.e. $4 for every $1.

[20] As noted, the parties agree that that the Lower Threshold provided in the SPA, as amended, was $5,425,000.

[21] The parties disagree on whether the amount of the Lower Threshold, $5,425,000, can be adjusted further downwards. Crescent submits that it can; JDIMI submits that it cannot.

Crescent’s Position

[22] Crescent’s primary submission is that s. 3.5.6 of the SPA provides for a reduction to the Lower Threshold to determine the calculation of the Purchase Price for the Preferred Shares.

[23] Section 3.5.6 provides as follows:

3.5.6 The Purchaser agrees that it will not, during the Warranty Period, terminate, without cause, or “constructively dismiss” the employment of any of the Designated Producers. In the event that the Purchaser does terminate, without cause, or constructively dismiss any of the Designated Producers during the Warranty Period, the EBITDA relating to the commission income projected to be generated by such terminated Designated Producer for the remainder of the Warranty Period (based upon the commission income generated by such Designated Producer during the 12-month period prior to the First Closing Date) shall be deducted from the Target EBITDA for the purpose of the calculation and potential adjustment of the Purchase Price, Pref Price and the aggregate Redemption Amount of the Preferred Shares as set out in Sections 3.5.1, 3.5.2, 3.5.3, and 3.5.4.

[Emphasis added]

[24] Crescent describes s. 3.5.6 as “a waterfall.” It submits that although only the Target EBITDA is specifically noted as being subject to deductions, it follows that the Lower Threshold should also be subject to a downward adjustment to account for the findings at trial that Messrs, McIntyre and Skinner were constructively dismissed. This would reduce the Lower Threshold by $968,996.84 (for an adjusted Lower Threshold of $4,456,003.16). As noted, this would lower the Purchase Price (although the parties concede, as noted, that there is not any value for the Preferred Shares notwithstanding the resolution of this issue).

[25] In further support of its argument, Crescent points to the provisions of s. 3.5.3, referred to in s. 3.5.6 above, which allow for a downward adjustment of the Preferred Shares. Crescent also points to the provisions of s. 3.2 which defines the price of the Preferred Shares as follows: “The total purchase price payable for the Preferred Shares (the “Pref Price”) shall, subject to the adjustments hereinafter set out, be equal to the sum of Four Million, Five Hundred Thousand Dollars ($4,500,000)” (emphasis added).

[26] Crescent submits that if only the Target EBITDA was to be subject to the deduction set out in s. 3.5.6, the section would have expressly stated that, and it does not. Crescent maintains that s. 3.5.6 incorporates the whole of s. 3.5.3 and therefore all adjustments should be adjusted downwards, including the Lower Threshold. This, Crescent argues, constitutes a proper construction of the SPA. Accordingly, Crescent asserts that there is no practical reason for not making the necessary deduction to the Lower Threshold. Further, it would be illogical and harsh to allow for a downward reduction of the Target Warranty Period EBITDA to account for the constructive dismissal of McIntyre and Skinner, but not simultaneously adjust the Lower Threshold downwards.

[27] Crescent further submits that a failure to do so incentivizes JDIMI’s dismissal of McIntyre and Skinner and could lead to absurd results. For example, there could be situations where, depending on the downward adjustment of the Target Warranty Period EBITDA, it could fall below the Lower Threshold. In such a circumstance, it would be confusing as to what downward adjustments would apply, i.e. the $1 to $1 model or the $4 to $1 model.

[28] Finally, Crescent submits that JDIMI took the position at the Phase I trial that s. 3.5.6 ought to be interpreted broadly and that it is now hypocritical for it to take any narrow view of s. 3.5.6 insofar as reductions to the Aggregate Warranty Period Target EBITDA and Lower Threshold are concerned.

[29] In support of its arguments, Crescent relies on the principles set out in Sattva Capital Corp v. Creston Moly Corp., 2014 SCC 53, [2014] 2 S.C.R. 633, at paras. 45-47. In Sattva, the Supreme Court of Canada set out the well-known principles that courts (i) ought to employ to determine the intentions of the parties in accordance with the language used and the written document that presumes that the parties have intended what they have said; (ii) should construe the contract as a whole, in a manner that gives meaning to all of its terms and avoids an interpretation that would render one or more of its terms ineffective; and (iii) should determine the contract so as to accord with the aims and genesis of the contract in sound commercial principles and good business sense and avoid commercial absurdity.

JDIMI’s Position

[30] JDIMI submits that s. 3.5.6 explicitly provides for an adjustment of the Target Warranty Period EBITDA but that there is no corresponding provision in s. 3.5.6, nor any other section of the SPA, that envisions or permits the adjustment of the Lower Threshold.

[31] In this regard, JDIMI submits that the parties were sophisticated and that both the “Target EBITDA” and “Lower Threshold” were terms of art and defined in the SPA.

[32] JDIMI argues that the parties deliberately chose what to include and not to include in the list of adjustable items when they created the mechanism to adjust the Target EBITDA. They intentionally did not create a mechanism to adjust the Lower Threshold. Consequently, JDIMI submits, the parties did not include an adjustment mechanism for the Lower Threshold as a deliberate choice.

[33] JDIMI relies upon the decision of Hourigan J. (as he then was) in National Logistics Services (2006) Inc. v. American Eagle Outfitters Canada Corp., 2012 ONSC 384, para. 26 wherein he held:

Where the parties have turned their minds’ [sic] to an issue and specifically provided for it in their contract, it is folly for a court to intercede and rewrite the bargain. In any event, in a commercial transaction it is hardly remarkable that one side or the other gets the better bargain. It is not the role of the courts to level-out an agreement so that both parties obtain equal benefit.

[34] JDIMI further submits that the business efficacy, officious bystander test is also not met. The court in Energy Fundamental Groups Inc. v. Veresen Inc., 2015 ONCA 514, 388 D.L.R. (4th) 672, at paras. 30-36 recited the test as follows:

…a contractual term may be implied “on the basis of the presumed intentions of the parties where necessary to give business efficacy to the contract or where it meets the ‘officious bystander test.’” The officious bystander test was most famously articulated in Shirlaw v. Southern Foundries: Prima facie that which in any contract is left to be implied and need not be expressed is something so obvious that it goes without saying. Thus, if while the parties were making their bargain, an officious bystander were to suggest some express provision for it in their agreement, they would testily suppress him with a common: “Oh, of course.”

[Citations omitted]

[35] JDIMI also submits that it is not appropriate to imply a term in this case since such a term must actually be necessary and not merely reasonable or logical. It relies upon the Supreme Court of Canada’s decision in M.J.B. Enterprises Limited v. Defence Construction (1951) Ltd., [1991] 1 S.C.R. 619, where the court held:

… a contractual term may be implied on the basis of presumed intentions of the parties where necessary to give business efficacy to the contract or where it meets the “officious bystander” test. It is unclear whether these are to be understood as two separate tests but I need not determine that here. What is important in both formulations is a focus on the intentions of the actual parties. A court, when dealing with terms implied in fact, must be careful not to slide into determining the intentions of reasonable parties. This is why the implication of the term must have a certain degree of obviousness to it, and why, if there is evidence of a contrary intention, on the part of either party, an implied term may not be found on this basis. As G. H. L. Fridman states in The Law of Contract in Canada (3rd ed. 1994), at p. 476: In determining the intention of the parties, attention must be paid to the express terms of the contract in order to see whether the suggested implication is necessary and fits in with what has clearly been agreed upon, and the precise nature of what, if anything, should be implied.

[Italics in original; bold emphasis added]

[36] Similarly, JDIMI submits that the court cannot use the business efficacy, officious bystander test to include terms that make sense, where the parties in their negotiations could have, but did not, include them. JDIMI relies upon the decision in Toronto (City) v. Toronto Terminals Railway Co, 1999 CanLII 9291 (ON CA), 45 O.R. (3d) 481 (C.A.), at para. 29 where the court held:

Third, the City’s business efficacy argument, though superficially attractive, is effectively answered by TTR’s submission that, by implying a term for the payment of interest, the court would be improving on the landlord’s bargain … To say that the parties must inevitably have accepted the introduction of an interest provision to give sensible business effect to their dealing is, in my view, going altogether too far in the context of this case. The tenant, it seems to me, might well have said to the landlord: “You can have your rent review clause, and I will pay you what the surveyor decides when he decides it, but I will not pay you any more. If there is some delay, it is something, against the background of this case and the rent which I am paying, that you must put up with”. The landlord could have stipulated for an interest provision as a term of entering into the transaction (at, I may say, a rate of interest which I could no more than guess at, since there are many possibilities which would have been open to the parties). The landlord did not do so, and I can see no reason why the court should now improve upon the landlord’s bargain. In my judgment, there is no ground for the implication of the provision contended for by the landlord.

[37] Based on the aforementioned caselaw, JDIMI submits that there is nothing to suggest that a reduction inevitably flows with respect to the Lower Threshold where the agreement does not say that, and if Crescent had asked for such a term to be included in the SPA, this may well have been denied by JDIMI.

[38] Lastly, JDIMI submits that Sattva is of no assistance to Crescent since the court also generally held, at para. 57, that while surrounding circumstances are relied upon in the determinative process, courts cannot use them to deviate from the text such that the court effectively creates a new agreement.

Analysis

[39] I accept JDIMI’s submissions.

[40] The plain wording of s. 3.5.6 clearly stipulates that the only deductions that can be made are from the Target EBITDA. There is no mention of the Lower Threshold. I do not accept Crescent’s submissions that a plain reading of s. 3.5.6 therefore triggers downward adjustments embodied in s. 3.5.3(a) and (b). To my mind, this is a tortured analysis of the wording of s. 3.5.6. If the parties intended for a downward adjustment of the Lower Threshold, they could, should and would have included it in s. 3.5.6. This was not done.

[41] While I appreciate that Crescent is unhappy with this result, the bargain it struck only results in a reduction in the Target EBITDA. I agree with JDIMI that Crescent was a sophisticated party that could have bargained for such a reduction that could have expressly been set out in the SPA. It did not do so.

[42] I do not accept Crescent’s submissions that s. 3.5.6. operates as “a waterfall” and thereby triggers all adjustments to the Purchase Price in the SPA, so that if the Target EBITDA is lowered, so must the Lower Threshold. This does not follow from the plain wording of s. 3.5.6.

[43] Insofar as Crescent’s submission that JDIMI’s interpretation would lead to absurd results, as noted above, there is merit to the argument that the Target EBITDA could hypothetically fall below the Lower Threshold, which would certainly complicate the issue of which downward adjustments would apply. That, however, does not persuade me that the plain wording of s. 3.5.6 should not be accepted. As I pointed out in my Phase I Reasons, there were problems with the interpretation of the SPA (see paras. 42-57) and this seems to be another one of those instances. It does not, however, justify ignoring the plain wording of s. 3.5.6.

[44] Last, I do not agree with Crescent’s submission that a failure to lower the Lower Threshold would somehow incentivize JDIMI to dismiss McIntyre and Skinner. I do not believe that this causes any incentive to do so as the Target EBITDA is still reduced as a result of those dismissals. As a result, the reduction on a $1 for $1 basis in the Deferred Payment is consequently lowered. To my mind, there is not any sort of incentive but rather a disincentive.

[45] I therefore find that the SPA, and particularly the provisions of s. 3.5.6, do not allow for the Lower Threshold to be adjusted downward.

Phase IV – Costs and Ancillary Relief

[46] Insofar as costs are concerned, there are three disputes between the parties:

(a) Fees advanced by Safety to Crescent in the Derivative Action;

(b) Costs of these actions; and

(c) Costs of the Production Motion.

[47] With respect to the issue of costs, s. 131(1) of the Courts of Justice Act, R.S.O. 1990, c. C.43, and r. 57.01 of the Rules of Civil Procedure, R.R.O. 1990, Reg.194 govern the award of costs and provide this court with the discretion to fix costs. Rule 57 enumerates various well-known factors the court may consider in determining the issue of costs.

[48] I have taken into consideration the aforementioned provisions, particularly r. 57.01. I have also considered the principles set forth by the Court of Appeal in Boucher v. Public Accountants Council for the Province of Ontario (2004), 2004 CanLII 14579 (ON CA), 71 O.R. (3d) 291 (C.A.).

[49] I will deal with each cost dispute in turn below.

(a) Fees advanced by Safety to Crescent in the Derivative Action

[50] Pursuant to Justice Mesbur’s Order dated February 1, 2011, Crescent was given leave to commence a Derivative Action. Justice Mesbur also ordered that Safety “indemnify” Crescent for 50% of its legal fees. Justice D.M. Brown (as he then was) reduced this 50% indemnity by Order dated March 14, 2014. He ordered that, going forward, Safety would indemnify Crescent for 25% of its legal fees.

[51] As a result of those indemnity orders, Safety paid a total of $124,708.37.

[52] Justice Mesbur, in making her Order, noted that there was no other outstanding litigation between the parties and, as such, the Derivative Action could not be seen as an attempt to gain leverage in another form. She dismissed JDIMI’s submissions that the proposed Derivative Action was nothing more than an oppression claim with an ulterior motive in having Safety pay the costs of what was essentially Crescent’s personal litigation.

[53] Justice Mesbur specifically stated in her Order that it was without prejudice to that proportion being readjusted at trial on the basis of the eventual outcome of the lawsuit.

[54] Subsequently, Crescent commenced the oppression claim against JDIMI.

[55] In my Phase I Reasons, I found that there was no breach of fiduciary duty on behalf of JDIMI and that the main dispute in these actions was whether Safety met the Target EBITDA over the Warranty Period and the ramifications to the Purchase Price for failing to do so.

[56] In addition to finding no breach of fiduciary duty, I also found that JDIMI did not act in bad faith, although I noted that JDIMI acted improperly in specific instances, particularly with respect to the constructive dismissal of McIntyre and Skinner. In this regard, I found that JDIMI showed callous disregard for the interests of Crescent, which gave rise to an oppression claim.

[57] That being said, the Derivative Action, in my view, fundamentally amounted to an oppression or contractual claim on Crescent’s behalf. As I specifically noted in my Phase I Reasons, the same allegations were essentially made in each action.

[58] In all these circumstances, I believe that it is reasonable for me to exercise my discretion and order Crescent to repay the $124,708.37 that JDIMI paid pursuant to the indemnity Orders.

[59] In this regard, I do not accept Crescent’s submissions that there should be an offset (of approximately the same amount) with respect to the costs of $136,000.00 incurred by Safety in pursuing its claim against McIntyre. In my view, this is comparing apples to oranges. That action involved completely different circumstances and was settled between those parties. I do not see the basis for an offset.

[60] I also note that since JDIMI’s $300,000 settlement offer was improper under r. 49.10, and incorrectly particularized, it does not factor into my analysis on costs.

(b) Costs of the actions

[61] In my view, it is fair and reasonable that the parties bear their own litigation costs.

[62] Success was mixed.

[63] Crescent commenced these actions to recover some or all of the Deferred Payment. In this regard, the fact that Crescent is not entitled to payment might suggest that JDIMI was the successful party. It is, however, not that simple.

[64] In addition to findings adverse to Crescent, I made several findings adverse to JDIMI. Significantly, on the key issue of the proper interpretation of the SPA, I found for Crescent in that any reduction to the Purchase Price would be limited to $4.5-million, as opposed to the interpretation advanced by JDIMI that a much greater reduction was in order. Had JDIMI succeeded, Crescent would have lost most, if not all, of the value of the Purchase Price.

[65] I also made significant findings against JDIMI with respect to the wrongful termination of McIntyre and Skinner, as set out in the Phase I Reasons.

[66] For these reasons, I am of the view that the parties should bear their own costs of the action. While I agree with JDIMI that the trial time spent on the significant issue for which they were unsuccessful (the proper interpretation of the SPA and the reduction in the Purchase Price) paled in comparison to the time spent concerning the Deferred Payment for which JDIMI was successful, both were important issues and the quantum concerning the interpretation of the SPA was much greater.

[67] In all of these circumstances, it is my view that it is fair and equitable, and in keeping with the applicable factors set out in r. 57.01(1), particularly when one considers the amount of the disputes and the importance of these issues to the parties, that each bear their own costs. It is also consistent with the guidelines set out by the Court in Boucher.

(c) Costs of the Production Motion

[68] Justice Mesbur also decided a Production Motion in which she ordered that JDIMI produce virtually all its sales data contained in a 12,000-page computer report entitled “JDIMI Production Report”. She fixed costs of the motion at $10,000.00 and ordered that “entitlement to those costs, if to anyone, is in the ultimate discretion of the trial judge”.

[69] I am awarding those costs to JDIMI. At trial, Crescent placed no reliance on the JDIMI Production Report and I found that Crescent’s beliefs that there were significant, or any, errors in the JDIMI Production Report to be unfounded.

[70] Counsel for Crescent conceded that the JDIMI Production Report did not result in any disclosure that assisted Crescent.

Ancillary Issues

[71] In addition, the parties, in order to complete this matter, also require orders dealing with the vesting of the Preferred Shares as well as the final disposition of the copies of the JDIMI Production Report and other ancillary issues. The parties undertook to agree on the form of an order that they could provide to me on consent.

[72] If they are unable to do so, I can be spoken to.

Disposition

[73] Based on the foregoing, I order as follows:

(i) The Lower Threshold as defined in the SPA, in accordance with s. 3.5.6, shall not be reduced.

(ii) Crescent shall repay Safety the costs of the Derivative Action in the amount of $124,708.37.

(iii) The parties will bear their own costs of the actions.

(iv) Crescent will pay JDIMI its costs of the Production Motion in the amount of $10,000.00.

McEwen J.

Date: September 14, 2022

COURT FILE NOS.: CV-11-00009115-00CL and CV-13-491863

DATE: 20220914

ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:

Court File No. CV-11-00009115-00CL

CRESCENT (1952) LIMITED IN THE NAME OF AND ON BEHALF OF SAFETY INSURANCE SERVICE (1959) LIMITED

Plaintiff

– and –

ROBERT JONES, RICHARD DESLAURIERS, JONES DESLAURIERS INSURANCE MANAGEMENT INC. and BELVINS & ASSOCIATES INSURANCE AGENCY INC.

Defendants

AND BETWEEN:

Court File No. CV-13-491863

CRESCENT (1952) LIMITED

Plaintiff

– and –

SAFETY INSURANCE (1959( LIMITED, ROBERT JONES, RICHARD DESLAURIERS, DANIEL SGRO, CORY STRUCK, LORI MCDOUGALL, and AARON NANTAIS

Defendants

REASONS FOR DECISION

McEwen J.

Released: September14, 2022