Court File and Parties

Court File No.: CV-22-688024 & 687465 Date: 2023-03-30 Superior Court of Justice - Ontario

Re: SANJIV JOSHI and XPERT LAW INC., Plaintiff And: DAVID GRACE, 563973 ONTARIO LIMITED and OLYMPIA ATHLETIC CAMPS LIMITED, Defendants

Before: Justice Papageorgiou

Counsel: Daniel Z. Naymark and Dillon Collett, for the Plaintiff Monica Unger Peters, for the Defendant

Read: March 30, 2023

Endorsement

[1] The Plaintiffs Sanjiv Joshi and Xpert Law Inc., (the “Joshi Parties”) brought an oppression action against David Grace (“Grace”), Olympia Athletics Camps (“Olympia”) and 563973 Ontario Ltd. (“Parent Co.”). Grace and Olympia shall be referred to as the “Grace Parties.”

[2] Joshi brought a motion within that proceeding seeking to be reinstated with Olympia as an Officer. The matter was adjourned for reasons set out at 2023 ONSC 1590. When the motion returned, he also sought the removal of Grace as an Officer and Director of Olympia. I dismissed the motion for reasons set out at 2023 ONSC 278.

[3] The Grace Parties now wish to bring a motion for the removal of Mr. Sanjiv Joshi as Director and Officer of Parent Co. as well as other ancillary relief in a companion proceeding where Grace and Olympia are the plaintiffs.

[4] The principal grounds for the motion are the allegation that Joshi is conducting the affairs of Parent Co. in an oppressive manner. As well, the Grace Parties say that the affairs of Parent Co. are currently deadlocked as there are only two Directors, Mr. Grace and Mr. Joshi, and they cannot agree on a number of things. These allegedly include the renewal terms of a mortgage on land upon which Olympia operates, as well as whether and how to defend a proceeding commenced by a contractor who has registered a lien. Parent Co. has been noted in default.

[5] I held a case conference and the parties made submissions. The parties also provided me with a brief of correspondence, but I did not review same as I had some concerns that they might contain details as to their negotiations which would be privileged.

[6] The Grace Parties contend that their motion is urgent.

[7] It is difficult to argue with that since that was one of the Joshi Parties’ contentions when they scheduled and argued their motion.

[8] Therefore, I agree that this matter is urgent and that the Grace Parties should be permitted to bring their motion on an urgent basis. I note that one of the ancillary orders they seek is the consolidation of the two proceedings.

[9] There are already considerable materials in the action brought by the Joshi Parties.

[10] The Grace Parties have filed an additional affidavit in respect of their motion. The Joshi Parties may file a responding affidavit within 7 days and the Grace Parties may file a reply affidavit within a further 4 days.

[11] I urge the parties to avoid repetition of matters which are already contained in prior affidavits.

[12] The parties may conduct cross examinations.

[13] At the case conference, the parties had asked me to address my role going forward.

[14] I am not seized of this matter, but it makes sense in terms of the efficient use of judicial resources for me to hear this particular motion as I have already reviewed an 8000 page record, am familiar with the background and this motion is being brought on in short order.

[15] Going forward, I need not hear other motions related to this matter which can be scheduled and proceed in due course in the usual manner.

[16] However, with this endorsement I am requesting that the Regional Senior Justice appoint a Case Management Judge. The matter is complex. As well, it involves four separate proceedings whose facts all arise out of the same series of transactions: i) The Joshi Plaintiff action, ii) the Grace Plaintiff action; iii) the lien claim; and iv) a claim against a lawyer. There are some concerns about how all of this will impact the viability of this business and it is important that the matter proceed efficiently with a presiding case management judge to address matters as they may arise.

[17] The Grace Parties’ motion may proceed on either April 19, 20 or 21 before me. The parties may advise my assistant of their preferred date.

[18] They shall upload their materials such that any exhibits are uploaded as separate tabs.

[19] If the parties require any further direction, they may contact my assistant. They should not directly contact me without the consent of the other side.

Justice Papageorgiou Date: March 30, 2023