Riva Plumbing Limited v. Ferrari, 2025 ONSC 3219

COURT FILE NO.: CV-13-481063-0000
DATE: 2025-05-29
ONTARIO SUPERIOR COURT OF JUSTICE

BETWEEN:
Riva Plumbing Limited, MDJL Holdings Ltd., and Luca Montanaro, Plaintiffs
– and –
Anthony Ferrari, a.k.a. Tony Ferrari, 531302 Ontario Inc., Icon Plumbing and Heating Ltd., Mike Ladisa, and Joseph Ferrari, Defendants

AND BETWEEN:
Mike Ladisa and Joseph Ferrari, Plaintiffs by counterclaim
– and –
Riva Plumbing Limited, Defendant by counterclaim

Appearances:
Ralph Cuervo-Lorens and Fernanda Martins, for the plaintiffs
W. Ross MacDougall and Anja Perc, for the defendants Anthony Ferrari a.k.a. Tony Ferrari and 531302 Ontario Inc.
Joseph P. Maggisano and Vanessa Maggisano, for the defendants Icon Plumbing and Heating Ltd., Mike Ladisa, and Joseph Ferrari
Joseph P. Maggisano and Vanessa Maggisano, for the plaintiffs by counterclaim Mike Ladisa, and Joseph Ferrari
Ralph Cuervo-Lorens and Fernanda Martins, for the defendant by counterclaim, Riva Plumbing Limited

Heard: February 24, 25, 26, 27, 28, and March 3, 4, 5, 6, 7, 10, 12, 17, and 18, 2025
Judge: Robert Centa

1. Overview

[1] In 2008, Luca Montanaro and Tony Ferrari were the two shareholders of Riva Plumbing Limited, which was a large and successful plumbing company that provided services primarily to new home builders in the Greater Toronto Area. Around that time, Luca began to suspect that Tony was stealing money from the company. Luca accused Tony of misconduct, which placed a significant strain on their relationship. The staff at Riva Plumbing were well aware of the dispute between Tony and Luca. It is fair to say that the dispute poisoned the workplace and that relations between Luca and almost all the staff deteriorated significantly over time.

[2] In 2010, Luca commenced an oppression application against Tony. They reached a settlement on October 3, 2012. Under the terms of the settlement, Luca would buy Tony’s shares in Riva Plumbing for $4 million. The transaction was scheduled to close one month later. On October 4, 2012, Tony told the staff that the dispute had been resolved and that Luca would be buying him out of the business on November 5, if Luca could come up with the funds.

[3] Mike Ladisa was the foreman at Riva Plumbing. Mike was shocked and upset to learn that Luca might be taking over the business because he had a terrible relationship with Luca. Mike was certain that Luca would fire him if Tony was no longer an owner. Mike began preparations to leave Riva Plumbing and to start his own plumbing company, which he would eventually name Icon Plumbing. Luca told Mike that he had the funds to buy Tony’s shares and Mike pulled the trigger to start his own company. On November 2, 2012, Mike resigned from Riva Plumbing.

[4] On November 5, 2012, the share sale closed. Tony packed up a few boxes from his office and left Riva Plumbing. First thing the next morning, Luca walked into an office at Riva Plumbing where three employees were standing: Joseph Ferrari (Tony’s nephew), Anna Ferrari (Tony’s daughter), and Robert Ferrari (Tony’s son). Luca immediately fired Anna and Robert for no reason other than that they were Tony’s children. Although Robert planned to stay at Riva Plumbing following the share sale, he thought about how Luca treated his cousins and decided he could not put up with Luca any longer. He resigned at noon that same day and went to see his good friend Mike at Icon Plumbing’s new location.

[5] Luca had suspicions about the formation of Icon Plumbing. He arranged for a surveillance operation at the company’s business location. Luca became even more suspicious when his new foreman visited Icon Plumbing to get some information and he reported back that Tony was at the Icon Plumbing site. When Luca saw that the surveillance videos captured Mike, Robert, a couple of new-looking vans with Icon Plumbing logos, and Tony riding around on a forklift, Luca concluded that Tony was breaching his fiduciary duties and the non-competition agreement under their shareholders agreement. Luca inferred that Icon Plumbing was Tony’s front company and that Tony was competing unlawfully with Riva Plumbing. Luca commenced this action against Tony, Mike, Joseph, and their companies for a remarkably large number of economic torts and breaches of duty.

[6] Twelve years later, this case came to trial. As I will explain, Luca failed to prove that any of the defendants competed unlawfully or in breach of any duties owed to him or Riva Plumbing. There is no evidence Tony had any economic interest in Icon Plumbing. There is no evidence Tony helped Icon Plumbing compete unfairly with Riva Plumbing. No builder gave evidence that they gave work to Icon Plumbing because they believed Tony stood behind the company. Indeed, the unchallenged evidence of the two builders who testified was that once Tony left Riva Plumbing, they decided that they would never again do business with Luca because they disliked him so strongly. No former employee of Riva Plumbing testified that they were solicited away from working there. There is no evidence that Icon Plumbing or its principals used any of Riva Plumbing’s confidential information to start their business. There is no evidence that Tony, Mike, or Joseph breached any duties they owed to Riva Plumbing. All of the evidence is to the contrary.

[7] Ultimately, Luca could only prove three things: first, that Tony drove a forklift at Icon Plumbing on two occasions, about a year apart; second, that Tony frequently attended Icon Plumbing, where he would drink espresso, smoke cigarettes, and chat with his pals in the plumbing industry; and third, that on July 1, 2014, one of Tony’s companies leased space to Icon Plumbing at market rates. None of this conduct, taken separately or together, could make out any of the plaintiffs’ claims. Indeed, the plaintiffs conceded that this conduct caused them no damage whatsoever.

[8] Even if the plaintiffs had proved their case on liability, I would award them nothing more than nominal damages. The plaintiffs did not produce their audited financial statements or the accounting data that supported their claim for damages. The plaintiffs did not obtain an expert report. Instead, the plaintiffs offered opinion evidence through lay witnesses. The evidence was a toxic mixture of hearsay, double-hearsay, unrealistic projections, factual errors, assumptions untethered to the evidence, and research from undisclosed “internet sources.”

[9] The plaintiffs’ action is dismissed.

[10] Finally, Mike and Joseph counterclaimed against Riva Plumbing for unpaid bonuses for the year 2012. I allow the counterclaim and award each of Mike and Joseph damages in the agreed upon amount of $49,725, plus prejudgment interest running from July 17, 2013. I find that the bonus scheme was a non-discretionary and integral part of their compensation. The bonus amounts related solely to Riva Plumbing’s profits and not Mike or Joseph’s performance. Riva Plumbing never advised either Mike or Joseph that continuing employment was a condition of receiving the bonus. I find that they are entitled to a pro-rata share of their bonus for the fiscal year ending January 31, 2013, even though they resigned in November 2012.

The remainder of the judgment, including detailed findings of fact, legal analysis, and references to the evidence and authorities, follows in the full text above.

Cited Cases

Case Law

• R. v. C.(H.), 2009 ONCA 56, para. 41
• R. v. Morrissey, p. 526
• R. v. Sanichar, 2012 ONCA 117, paras. 36, 69-70, rev’d 2013 SCC 4
• Fitzpatrick v. Orwin, 2012 ONSC 3492, paras. 62-68
• R. v. McGrath, [2000] O.J. No. 5735 (Ont. S.C.J.), paras. 10-14
• R. v. Stewart, pp. 515-18
• R. v. Norman, pp. 311-15
• Faryna v. Chorny, [1952] 2 D.L.R. 354 (B.C.C.A.), p. 357
• Phillips et al. v. Ford Motor Co. of Canada Ltd. et al.
• Caroti v. Vuletic, 2022 ONSC 4695, paras. 434-436
• 1088558 Ontario Inc. v. Musial, 2022 ONSC 5239, para. 83
• The Catalyst Capital Group Inc. v. Moyse, 2016 ONSC 5271, para. 74, aff’d 2018 ONCA 283
• R. v. White, 1994 NSCA 77, p. 351
• Urbacon Building Groups Corp. v. Guelph (City), 2013 ONSC 5773
• Canadian Aero Services Ltd. v. O’Malley, [1974] S.C.R. 592, p. 620
• Air Canada v. M & L Travel Ltd., [1993] 3 S.C.R. 787
• Gold v. Rosenberg, [1997] 3 S.C.R. 767, para. 19
• Harris v. Leikin Group, 2011 ONSC 3556, para. 294, aff’d 2011 ONCA 790, para. 8
• Bhasin v. Hrynew, 2014 SCC 71, para. 63
• Arora v. ICICI Bank of Canada, 2024 ONSC 4115, para. 21
• GasTOPS Ltd. v. Forsyth et al.
• Ford v. Keegan, 2014 ONSC 4989, para. 169
• RBC Dominion Securities v. Merrill Lynch Canada Inc., 2008 SCC 54, para. 13
• Persaud v. Telus Corporation, 2017 ONCA 479, para. 26
• Correia v. Canac Kitchens, 2008 ONCA 506, para. 99
• 1670002 Ontario Limited (Canadian Professional Recruiters) v. Redtree Contract Carriers Ltd., 2014 ONCA 501, para. 14
• The North West Company LP v. Classic Furs Company Ltd., 2025 ONCA 295, para. 62, 73
• Martin v. Goldfarb, p. 187
• Total Meter Services Inc. v. GVM Integration, 2025 ONCA 321, para. 14
• Veuve Clicquot Ponsardin v. Boutiques Cliquot Ltée, 2006 SCC 23, para. 50
• Manitoba Fisheries Ltd. v. The Queen, p. 108
• 1406444 Alberta Ltd v Taylor, 2020 ABQB 356, para. 114, 115
• Daniels v. Canadian Tire Corporation
• Malinowski v. Nault Sawmill & Lumber Co. Ltd., paras. 9-12
• Grace v. Readers’ Digest Assn. (Canada) Ltd., paras. 63-65
• Moore v. Thomas Fuller Construction Co. (1958) Ltd., para. 9
• Singer v. Nordstrong Equipment Limited, 2018 ONCA 364

For the full reasons, see the main body of the judgment above.