Court File Numbers
CV-21-00664842-0000
CV-21-00669939-0000
Date
June 9, 2025
Court
Superior Court of Justice – Ontario
Style of Cause
2124811 Alberta Ltd., Plaintiff
and
Formtec International Inc. and Enin Solutions Inc., Defendants
and
2124811 Alberta Ltd., Plaintiff
and
Formtec International Inc. and Enin Solutions Inc., George Charitou, Christopher Charitou and Maria Charitou, Defendants
Before
Rohit Parghi
Counsel
Aryan Sadat, for the Plaintiff
Joshua Freeman, for the Defendants
Heard
April 28, 2025 (case conference), June 6, 2025 (in writing)
Endorsement
[1] The parties appeared before me virtually for a case conference on April 28, 2025, at which time I asked them to provide brief written submissions on the various issues they sought to have addressed. I have now reviewed those written submissions and issue this Endorsement.
[2] In June 2021 and October 2021, 2124811 Alberta Ltd. (“212”) commenced these two Ontario actions. CV-21-00664842 was commenced against Formtec International Inc. (“Formtec”) and Enin Solutions Inc. (“Enin”). CV-21-00669939 was commenced against Formtec, Enin, and three individual defendants: George Charitou, Christopher Charitou, and Maria Charitou. The Ontario actions arise from the alleged failure of the defendants to pay certain service fees, referred to in the pleadings as representation fees, in alleged breach of agreements entered into between 212 and the defendants in November 2018.
[3] The two Ontario actions are identical in substance. The only difference is that the second Ontario action, CV-21-00669939, is also against individual defendants, and accordingly the pleading in the second Ontario action explains the role of those individual defendants in the alleged misconduct. In both Ontario actions, the nature of the wrongful conduct alleged, the details of the defendants’ alleged failure to pay representation fees, the particulars of the purchase orders involved, the amounts at issue, and the remedies sought are identical. Indeed, the first Ontario action is entirely subsumed within the second Ontario action. It is not clear, based on my reading of the pleadings, why the second Ontario action was commenced as a separate action.
[4] In September 2023, SGI International Ltd. (“SGI”) and Simone Tse commenced an action in Alberta against the same five defendants named in the second Ontario action. SGI is a company of which George Charitou, a defendant in the second Ontario action, was a director and shareholder until March 2018. The Alberta action claims the defendants misappropriated SGI funds between March 2018 and September 2021. The Statement of Claim in the Alberta action has been amended two or three times since it was issued. It is not clear, based on my reading of the pleading, why this action was commenced in Alberta given that the individual defendants all reside in Ontario and the corporate defendants are all based in Ontario.
[5] 212 now wishes to schedule a motion to consolidate the two Ontario actions.
[6] The defendants wish to bring various motions in the Ontario actions under rules 20 and 21 of the Rules of Civil Procedure. They wish to strike all or parts of the claims and to seek summary judgment based on lapsed limitation periods. They wish to argue abuse of process on the basis that 212 has commenced multiple proceedings against the same parties in multiple jurisdictions, all arising from the same business dealings and alleging the same wrongdoing. They contest 212’s claim that the Alberta action involves different parties and claims from the Ontario actions and can therefore proceed independently.
[7] The defendants also have brought an application in the Alberta action, claiming that Alberta is not an appropriate forum.
[8] The defendants wish to pause the various motions in the Ontario actions until their jurisdiction application in the Alberta action is addressed. They say that the jurisdiction application will yield evidence that is important for the adjudication of the motions in the Ontario actions.
[9] The defendants further state that 212 is trying to use the vehicle of the consolidation motion to make it hard for the newly added defendants to object to being added as parties and to make it hard for existing defendants to object to the new claims against them. They suggest this is prejudicial. For its part, 212 claims prejudice on the basis that the defendants are trying to delay the adjudication of the Ontario claims.
[10] I see no reason to pause any progress in the Ontario actions while the Alberta jurisdiction application gets decided. Based on the pleadings, the focus of the Alberta action is the alleged misappropriation of funds from SGI’s bank accounts between March 2018 and September 2021. The focus of the Ontario actions is the alleged failure to pay service fees pursuant to contracts entered into in November 2018. The nature, mechanics, and time frame of the alleged wrongdoing in the Ontario actions and the Alberta action appear to be distinct. The Ontario actions were commenced in 2021 and it is high time that they move forward on the merits. If indeed there is evidence that might come out in the Alberta application that is relevant to the Ontario actions, as the defendants state, then the defendants should elicit that evidence in the Ontario proceedings.
[11] The parties are urged to think closely about how they are approaching this litigation. 212 complains of delay on the part of the defendants, yet it has thrown a spanner in the works by commencing another action involving the same defendants in another province with seemingly no connection to the defendants. The defendants, for their part, complain about there being multiple proceedings, yet do not seem to have done anything to move the longstanding Ontario actions forward on the merits. The parties are expending much time and money on procedural sparring. They should be focusing on moving the litigation forward efficiently.
[12] The Ontario actions, including any motions, are to move forward, without waiting for the jurisdiction application in Alberta to be decided. The new practice on the civil list in Toronto is that motion dates will not be scheduled until the parties have completed all prior procedural steps, up to and including the exchange of facta. The parties are ordered to sort out a timetable for the various steps in the Ontario actions, including in respect of the motions to be brought by both parties, up to and including the exchange of facta. They are to agree to such a timetable by the end of June. They are to then provide me with their consent timetable, via email to my judicial assistant, and I will issue an endorsement accordingly. Once the parties have exchanged facta in respect of all of the proposed motions, they may attend at Civil Practice Court to request a date for the various motions to be heard together. They will not be granted a motion date prior to that time.
[13] During their scheduling discussions, the parties are required to explore the possibility of resolving the motion to consolidate the Ontario actions. The defendants raise concerns of prejudice arising from consolidation. I would think that the parties could agree to a consolidation on terms that would address any potential prejudice. Other than the prejudice concerns, I see no reason why the Ontario actions could not be consolidated. The second Ontario action subsumes the first.
[14] The parties are also ordered to discuss whether the Alberta action needs to proceed in its current form. It may be that the Ontario actions should encompass the allegations in the Alberta action. While this would require further amendment to the pleadings in the Ontario actions, it would also eliminate the need for additional proceedings in another province.
Date: June 9, 2025
Rohit Parghi
Cited Cases
Legislation
Case Law
None cited.