Court File and Parties

Court File No.: CV-25-00739111-0000 Date: 2025-07-31 Ontario Superior Court of Justice

Between:

ROBERT CHIARANTANO A.K.A. ROBERTO CHIARANTANO A.K.A. ROB CHIARANTANO and 1585025 ONTARIO LTD. Applicants

– and –

RDA INC., RDA CORP., RDA LTD., PETER ROCCA, 677228 ONTARIO INC., PRINCIPE INVESTMENTS INC., 1587873 ONTARIO INC., 1586264 ONTARIO INC., 1695863 ONTARIO INC., POWER INVESTMENT PROPERTIES INC. Respondents

Counsel:

• Derek J. Bell, Lawyer for the Plaintiffs
• Luisa Ritacca and Sarah Fooks, Agents for the Lawyers for the Respondents, RDA Inc., RDA Corp., RDA Ltd., Peter Rocca, 677228 Ontario Inc., Principe Investments Inc., 1587873 Ontario Inc., 1586264 Ontario Inc., 1695863 Ontario Inc., Power Investment Properties Inc.

Heard: July 30, 2025 at Toronto

Reasons for Decision

Introduction

[1] The parties have come to court over their differences following a three-day arbitration held in April of 2024 before the Honourable Todd Archibald (the "Arbitrator") pursuant to the Arbitration Act, 1991, S.O. c. 17.

[2] The Arbitrator issued a Final Award dated September 20, 2024 and a Final Costs Award dated September 24, 2024.

[3] There are two sets of applicants, the Chiarantano Applicants (comprised of Robert Chiarantano and 1585025 Ontario Limited) and the RDA Applicants (comprised of RDA Inc., RDA Corp., and RDA Ltd., Power Investment Properties Inc. and Peter Rocca).

[4] The Chiarantano Applicants submit that I should remit the matter to the Arbitrator to settle the dispute and hear matters which they say ought to have been addressed but were not, pursuant to s. 46(8) of the Arbitration Act. In the alternative, the Chiarantano Applicants seek relief pursuant to the Securities Transfer Act, 2006, S.O. 2006 c. 8, that the purported transfer of the Power Shares be found to be invalid and to rectify the share registry of Power.

[5] The RDA Applicants submit that the Chiarantano Applicants are out of time, because they were required to bring their application under s. 46 within 30 days of receipt of the Final Costs Award. Alternatively, the Respondents submit that the Arbitrator followed the procedures under the Arbitration Act and there should be no order to remit the matter to the Arbitrator.

[6] In their application, the RDA Applicants seek enforcement of the arbitral awards under s. 50 of the Arbitration Act.

[7] I dismiss the Chiarantano Application, and allow the RDA Application to enforce the Arbitrators Final Costs Award. These are my reasons for doing so.

Background to the Arbitration

[8] RDA Inc., RDA Corp., RDA Ltd., 677228 Ontario Limited, Principe Investments Inc., 1587873 Ontario Inc., 1586264 Ontario Inc., 1695863 Ontario Inc., Power Investment Properties Inc. (collectively, the "RDA Respondents"), Ferrari & Associates Insurance and Financial Services Inc. and the Applicants agreed to submit certain matters to arbitration.

[9] The Arbitration Agreement, section 2, defined the scope of the dispute to be "all issues set out in the Pleadings attached as Schedules "A" and "B" together with the Defence to be delivered to the Chiarantano Action."

[10] The arbitration hearing took place between April 22 and 25, 2024.

[11] The Arbitrator released a Final Award on September 10, 2024.

[12] In the preliminary paragraphs of the Final Award, the Arbitrator set out the following helpful background to the dispute:

Context

(6) The three RDA companies ("RDA") are insurance brokers who operate in the Greater Toronto Area. Mr. Peter Rocca is an officer, director, and majority shareholder of RDA. Mr. Rocca was examined both at the arbitration on July 22, 2024, and at his discovery dated December 14, 2023. Mr. Robert Chiarantano, was a Sales Agent and Account Executive at RDA. He was known vernacularly as a Producer. He became a Vice President of Commercial Insurance at RDA. Mr. Chiarantano, too, was examined at the arbitration on July 23, 2024, and at his discovery dated December 13, 2023.

(7) Ferrari & Associates Insurance and Financial Services Inc. ("Ferrari") are an insurance brokerage. When Mr. Chiarantano resigned in 2018 from RDA, he became the President of Ferrari.

(8) 1585025 Ontario Limited ("158") is a corporation wholly owned by Mr. Chiarantano and it maintains a 5.87% interest in the defendant, Power Investment Properties, Inc. ("Power''). Power is the owner of 290 Rountree Dairy Road in Vaughan. It is an office building constructed in 2006 which is used by RDA. The remainder of the Respondents in the Chiarantano/158 Action are the other shareholders in Power.

(9) Both original Actions were separately started in the Ontario Superior Court of Justice. The Parties agreed that all issues pertinent to both Actions would be determined through binding arbitration.

(10) ….

Brief Background Summary of the Uncontested Facts

(11) In 2001, Mr. Chiarantano joined RDA. At that time, he signed a Producer Agreement stipulating the rights and obligations of the parties concerning Mr. Chiarantano's employment while at RDA. I will be referring in detail to the terms of the Producer Agreement in this award.

(12) Mr. Chiarantano was an employee of RDA until August of 2018. He substantially grew his book of business in those 17 years until he became a Senior Producer at RDA. He was also promoted to Vice President of Commercial Insurance. He resigned his position, effective August 29, 2018, by submitting a letter dated July 30, 2018, to Mr. Peter Rocca. In that letter, he claimed that he had been constructively dismissed "as a result of RDA's failure to honor the commitment in my Producer's Agreement to make me a shareholder in RDA" (Exhibit 1, Tab I).

(13) Mr. Chiarantano signed both a Share Purchase Agreement with Ferrari dated July 31, 2018, and an Employment Agreement dated August 1, 2018 (Exhibit 2A, Tab 15 and 16). In the Share Purchase Agreement, he warranted that "[he] owns his book of business currently serviced through RDA and shall transfer same to Ferrari" (Section 4.4). He also agreed to indemnify Ferrari in these actions (and thus this arbitration) (Section 5.1).

(14) RDA exercised its option by formal written notice to purchase Mr. Chiarantano's equity in the split portfolio of clients on August 9, 2018, pursuant to Section 7.3 of the 2001 Producer Agreement (Exhibit 2A, Tabs 17-19).

[13] The Arbitrator then set out the three main issues before him as follows:

A. Did Mr. Chiarantano breach the terms of the Producer Agreement by accepting business from RDA clients after he ceased his employment and joined his new insurance brokerage?

B. Did Mr. Chiarantano commit a civil assault on Mr. Rocca?

C. Are the RDA parties required to purchase Mr. Chiarantano's shares in the company that owns RDA's building, and if so, at what price?

[14] The Arbitrator considered the terms of the Producer Agreement between Mr. Chiarantano and RDA, signed in 2001, including provisions on termination and a section entitled, "Restrictive Covenants."

[15] The Arbitrator found that the restrictive covenants in the Producer Agreement were an unreasonable restraint of trade, and unenforceable as a matter of public policy. Although a narrower non-competition clause might have been found reasonable for a former insurance broker, the Arbitrator concluded that this agreement went farther than required.

[16] Having made that finding, the Arbitrator ruled that "this [was] not the end of the matter". He found that by virtue of s. 11.2, this severability clause applied to the Producer Agreement. He concluded that the balance of the Agreement was capable of being valid, following review and determinations as to any disputed sections.

[17] The Arbitrator considered several arguments as to the effect of s. 7.3 of the agreement, and determined that the "option provisions" were not unconscionable, unfair or improvident. These provisions included payment to Mr. Chiarantano of 50% of his book of business on leaving his employment with RDA.

[18] The Arbitrator then addressed the issue of whether RDA's failure to make Mr. Chiarantano a shareholder under the Producer Agreement amounted to constructive dismissal (which Mr. Chiarantano had asserted in his letter of withdrawal to RDA).

[19] The Arbitrator found the following relative to the shareholder provisions in the Producer Agreement:

• There was no guarantee that Mr. Chiarantano's application to become a shareholder would be granted;
• Any such request was to be made in writing

[20] Any such request required that if Mr. Chiarantano produced "New Business with gross annual commission income of at least $250,000 in his equity portion in commercial insurance, [he] may apply to convert his vested interest in the split portfolio to shares in the capital of RDA."

[21] By finding that all Mr. Chiarantano had was a right to apply to be a shareholder (versus a right to become a shareholder), the Arbitrator concluded that he had not been constructively dismissed.

The Ferrari Agreement

[22] After leaving his employment with RDA, Mr. Chiarantano joined Ferrari, signing an employment agreement and a share purchase agreement.

[23] Under the Ferrari share purchase agreement, Mr. Chiarantano transferred his RDA book of business to Ferrari. Section 5.1 of that agreement contained an indemnification from Mr. Chiarantano to Ferrari for any claim made by RDA relative to his departure from RDA, or the book of business.

[24] On August 8, 2018, Mr. Chiarantano sent a letter to his former clients advising them of his departure and that he was joining Ferrari. The Arbitrator included the text of that letter in his Final Award, noting that it did not solicit former clients, but merely notified them of his departure and his new position.

[25] By letters sent August 9, 2018, RDA gave notice to Mr. Chiarantano under s. 7.3 of the Producer Agreement that it was exercising its option under the agreement to purchase the split portfolio.

[26] The Arbitrator found that many clients contacted Mr. Chiarantano to congratulate him. Many clients followed him to Ferrari. He found that Mr. Chiarantano did not have an ownership interest in the book of business which he ostensibly sold to Ferrari however, and noted that his evidence was that he had no intention of abiding by RDA's option or selling them his book of business. The Arbitrator found this to be an "unfortunate error of judgment on his part."

[27] The Arbitrator found that Mr. Chiarantano was in breach of the Producer Agreement and liable for damages suffered by RDA. He rejected the argument from RDA that Mr. Chiarantano was a fiduciary.

[28] The Arbitrator rejected the suggestion that Mr. Chiarantano had committed a civil assault in an incident involving Mr. Chiarantano sending a photograph of a gun to another member of the RDA staff. A criminal charge was laid against him which was resolved by way of a peace bond.

The Damages Component of the Final Award

[29] RDA tendered expert evidence on damages in lost profits which the Arbitrator discussed at length, including the parties' competing positions. He accepted the expert methodology and awarded damages of $1,031,023.

[30] The Arbitrator declined to award punitive or exemplary damages and explained his rationale for that decision.

The Shares in Power Investment Properties Inc.

[31] From the Arbitrator's Final Award, the following describes the Power Investment Properties Inc. issue:

Through his company, 148, and a grant of shared on October 26, 2006, Mr. Chiarantano has a 5.87% interest in the shares of Power. Power and its affiliates own RDA's office building located at 290 Rowntree Dairy Road in Vaughan, Ontario.

Mr. Chiarantano asserted in his affidavit dated April 22, 2024 RDA's principal, Mr. Rocca and Power have refused to purchase his shares at fair market value. He asserted that he has been given no explanation for their refusal. In addition, he asserted that after this litigation commenced, he was excluded from receiving any financial information relating to the affairs of Power.

[32] The Arbitrator agreed with Mr. Chiarantano that the refusal to provide him with this information was a breach of the relevant Unanimous Shareholders Agreement. At the hearing, the Arbitrator noted that:

Currently, the situation is as follows: Mr. Drudi conceded at the arbitration that his clients would provide ongoing appropriate access/disclosure to all financial statements in conformity with Section 6.01 of the Unanimous Shareholders Agreement.

Most of the complained of conduct has now been rectified.

[33] Although there was an email from Mr. Chiarantano about the sale of his shares, the Arbitrator found that the Unanimous Shareholders Agreement required him to comply with s. 8.01 and use the appropriate form. The Arbitrator declined to make an order in the Final Award which would require a share buyout but at paragraph 116 of the Final Award, said he "strongly advocate[d] to Mr. Rocca and the other shareholders that Mr. Chiarantano be bought out as soon as possible."

[34] For those purposes, the Arbitrator considered the appraisal evidence in order to value Mr. Chiarantano's share of the office building. He found that the appropriate valuation was for $9,130,000.

[35] The parties made costs submissions, and in a key piece of correspondence from counsel to the RDA Applicants, copied to Mr. Chiarantano's counsel, counsel's agreements were provided to the Arbitrator in writing on September 20, 2024.

[36] The Arbitrator cited the content of the letter from counsel in his Final Costs Award including that Power Investment agreed to purchase 158 Ontario's shares and return 158 Ontario's shareholder advance which it had extended to Power Investment.

[37] The Final Costs Award of September 24, 2024 concludes in these terms:

In conclusion, Mr. Chiarantano and his company 158 shall receive a credit for the amounts owed to Power and RDA in the amount of $400,000.00. The outstanding amount then payable to the RDA/Power parties by Mr Chiarantano is $1,054,000.00 after deducting the $400,000.

The Post-Arbitration Award Dispute

[38] Upon release of the Final Costs Award, the RDA/Power parties began to take steps to complete the share transfer to Mr. Chiarantano.

[39] On September 26, 2024, Chiarantano Applicant counsel emailed Respondent counsel confirming that there would be no further negotiations, and that "we should proceed with our appeal." I note that this is consistent with counsel accepting that the Final Costs Award was a binding order on the parties, while expressing displeasure with the outcome.

[40] Respondent counsel replied that he understood that the Awards were "final, binding and non-appealable."

[41] Counsel reopened negotiations on settling the outstanding matters, which did not lead to any changes to the ultimate outcome. Mr. Chiarantano did not carry out the payments required by the Arbitrator's Final Costs Award of September 24, 2024.

[42] The Chiarantano Applicants' counsel followed this exchange with notice that his clients did not intend to appeal, but would apply under s. 46 of the Arbitration Act.

[43] In December 2024, the Chiarantano Applicants' counsel informed the RDA Applicant counsel that his clients intended to ask that the Arbitrator "true up" the Awards into a new document resembling a judgment. To that end, he attached a draft "Final Award" for that purpose. The document reproduced the orders in the Awards, including an order that "the Power Defendants will return the shareholder advance and purchase the shares held by [158 Ontario]."

[44] The draft judgment included a provision (which Applicant counsel stated arose from an undertaking given by Respondent counsel) that the RDA and Power Investment parties would comply with their disclosure obligations under the Ontario Business Corporations Act.

[45] RDA Applicants' counsel replied that given the share transfer, he did not think anything further was necessary in the draft document.

[46] On February 4, 2025, the Chiarantano Applicants' wrote to the Arbitrator to request that he issue a further award "to have both awards set out in the form of a Final Award, in the form that looks like a proper judgment" because:

(a) The Final Award did not reflect the undertaking [Respondent counsel] allegedly provided at the arbitration hearing that the Chiarantano Parties would receive access to PowerInvestment's financial information in accordance with Ontario's Business Corporations Act.

(b) An order would be necessary to enforce the Awards; and

(c) The Final Award did not dispose of two issues raised in the pleadings and the written and oral submissions, which had yet to be determined.

[47] On February 10, 2025, the parties appeared before the Arbitrator. At the conclusion of the appearance, the Arbitrator declined to correct the Awards or to issue a further award, nor did he issue any further awards or reasons.

[48] On March 11, 2025, the Chiarantano Applicants commenced this application seeking to remit the matter back to the Arbitrator to reconsider their claims that the Awards are missing (i) RDA Applicants' counsel's "undertaking"; and (ii) to decide the Chiarantano Parties' argument that the Equity Option is unenforceable as a restraint of trade.

[49] On April 9, 2025, the Chiarantano Applicants amended their Notice of Application to add requests for orders requiring Power Investment to (i) return to 158 Ontario its shares in Power Investment, along with any payments or distributions that 158 Ontario did not receive while it was not a shareholder; and (ii) rectify its corporate records to reflect the foregoing.

The Applicable Legal Framework

[50] Section 46 of the Arbitration Act provides a process for a party to apply to the court to set aside an award on various grounds, such as legal incapacity, lack of jurisdiction, issues of notice and fairness, fraud, or failure to comply with the Act to name several of the reasons why a court Section 46 reads:

Setting aside award

46 (1) On a party's application, the court may set aside an award on any of the following grounds:

1. A party entered into the arbitration agreement while under a legal incapacity.
2. The arbitration agreement is invalid or has ceased to exist.
3. The award deals with a dispute that the arbitration agreement does not cover or contains a decision on a matter that is beyond the scope of the agreement.
4. The composition of the arbitral tribunal was not in accordance with the arbitration agreement or, if the agreement did not deal with that matter, was not in accordance with this Act.
5. The subject-matter of the dispute is not capable of being the subject of arbitration under Ontario law.
6. The applicant was not treated equal and fairly, was not given an opportunity to present a case or to respond to another party's case, or was not given proper notice of the arbitration or of the appointment of an arbitrator.
7. The procedures followed in the arbitration did not comply with this Act.
8. An arbitrator has committed a corrupt or fraudulent act or there is a reasonable apprehension of bias.
9. The award was obtained by fraud.
10. The award is a family arbitration award that is not enforceable under the Family Law Act. 1991, c. 17, s. 46 (1) ; 2006, c. 1, s. 1 (7) .

Severable parts of award

(2) If paragraph 3 of subsection (1) applies and it is reasonable to separate the decisions on matters covered by the arbitration agreement from the impugned ones, the court shall set aside the impugned decisions and allow the others to stand. 1991, c. 17, s. 46 (2).

Restriction

(3) The court shall not set aside an award on grounds referred to in paragraph 3 of subsection (1) if the party has agreed to the inclusion of the dispute or matter, waived the right to object to its inclusion or agreed that the arbitral tribunal has power to decide what disputes have been referred to it. 1991, c. 17, s. 46 (3).

Idem

(4) The court shall not set aside an award on grounds referred to in paragraph 8 of subsection (1) if the party had an opportunity to challenge the arbitrator on those grounds under section 13 before the award was made and did not do so, or if those grounds were the subject of an unsuccessful challenge. 1991, c. 17, s. 46 (4).

Deemed waiver

(5) The court shall not set aside an award on a ground to which the applicant is deemed under section 4 to have waived the right to object. 1991, c. 17, s. 46 (5).

Exception

(6) If the ground alleged for setting aside the award could have been raised as an objection to the arbitral tribunal's jurisdiction to conduct the arbitration or as an objection that the arbitral tribunal was exceeding its authority, the court may set the award aside on that ground if it considers the applicant's failure to make an objection in accordance with section 17 justified. 1991, c. 17, s. 46 (6).

Connected matters

(7) When the court sets aside an award, it may remove the arbitral tribunal or an arbitrator and may give directions about the conduct of the arbitration. 1991, c. 17, s. 46 (7).

Court may remit award to arbitral tribunal

(8) Instead of setting aside an award, the court may remit it to the arbitral tribunal and give directions about the conduct of the arbitration. 1991, c. 17, s. 46 (8).

[51] Except where fraud or corruption is alleged, an application under s. 46 must be brought within 30 days of the applicant's receipt of the award on which the application is based: Arbitration Act, s. 47.

[52] The court does not have the discretion to extend the time to bring a s. 46 application: Campbell v. Toronto Standard Condominium Corporation No. 2600, 2024 ONCA 218 at para. 48.

[53] The time limit to appeal an arbitration award or to apply to set it aside is provided for in s. 47 of the Arbitration Act as follows:

Time limit

47 (1) An appeal of an award or an application to set aside an award shall be commenced within thirty days after the appellant or applicant receives the award, correction, explanation, change or statement of reasons on which the appeal or application is based. 1991, c. 17, s. 47 (1).

Exception

(2) Subsection (1) does not apply if the appellant or applicant alleges corruption or fraud. 1991, c. 17, s. 47 (2).

[54] Arbitral awards may be enforced via s. 50 of the Arbitration Act, which provides:

Enforcement of award

Application

50 (1) A person who is entitled to enforcement of an award made in Ontario or elsewhere in Canada may make an application to the court to that effect. 1991, c. 17, s. 50 (1).

Formalities

(2) The application shall be made on notice to the person against whom enforcement is sought, in accordance with the rules of court, and shall be supported by the original award or a certified copy. 1991, c. 17, s. 50 (2).

Duty of court, award made in Ontario

(3) The court shall give a judgment enforcing an award made in Ontario unless,

(a) the thirty-day period for commencing an appeal or an application to set the award aside has not yet elapsed;

(b) there is a pending appeal, application to set the award aside or application for a declaration of invalidity;

(c) the award has been set aside or the arbitration is the subject of a declaration of invalidity; or

(d) the award is a family arbitration award. 1991, c. 17, s. 50 (3) ; 2006, c. 1, s. 1 (8) .

Duty of court, award made elsewhere in Canada

(4) The court shall give a judgment enforcing an award made elsewhere in Canada unless,

(a) the period for commencing an appeal or an application to set the award aside provided by the laws of the province or territory where the award was made has not yet elapsed;

(b) there is a pending appeal, application to set the award aside or application for a declaration of invalidity in the province or territory where the award was made;

(c) the award has been set aside in the province or territory where it was made or the arbitration is the subject of a declaration of invalidity granted there;

(d) the subject-matter of the award is not capable of being the subject of arbitration under Ontario law; or

(e) the award is a family arbitration award. 1991, c. 17, s. 50 (4) ; 2006, c. 1, s. 1 (9) .

Pending proceeding

(5) If the period for commencing an appeal, application to set the award aside or application for a declaration of invalidity has not yet elapsed, or if such a proceeding is pending, the court may,

(a) enforce the award; or

(b) order, on such conditions as are just, that enforcement of the award is stayed until the period has elapsed without such a proceeding being commenced, or until the pending proceeding is finally disposed of. 1991, c. 17, s. 50 (5).

Speedy disposition of pending proceeding

(6) If the court stays the enforcement of an award made in Ontario until a pending proceeding is finally disposed of, it may give directions for the speedy disposition of the proceeding. 1991, c. 17, s. 50 (6).

Unusual remedies

(7) If the award gives a remedy that the court does not have jurisdiction to grant or would not grant in a proceeding based on similar circumstances, the court may,

(a) grant a different remedy requested by the applicant; or

(b) in the case of an award made in Ontario, remit it to the arbitral tribunal with the court's opinion, in which case the arbitral tribunal may award a different remedy. 1991, c. 17, s. 50 (7).

Powers of court

(8) The court has the same powers with respect to the enforcement of awards as with respect to the enforcement of its own judgments. 1991, c. 17, s. 50 (8)

[55] With the legal framework and the statutory provisions that apply set out, I turn to the issues on this application.

The Issues on This Application

[56] The Chiarantano Application raises the following issues:

1. Is the s. 46(8) Application time-barred by s. 47 of the Arbitration Act?
2. If the answer to 1. is no, is the relief sought available in these circumstances?
3. If the answer to 1. is no, and the answer to 2. is yes, did the Arbitrator fail to follow any of the procedures required by the Arbitration Act?
4. If the answer to 1. is no, the answer to 2. is yes, did the Final Costs Award order the share buyout in dispute?
5. In the alternative to the relief sought under s. 46(8) of the Arbitration Act, should there be a declaration that the purported transfer of the Power Shares is invalid and an order made rectifying the share registry of Power?

[57] The RDA Application raises two issues:

1. Should this court enforce the arbitral awards pursuant to s. 50 of the Arbitration Act?
2. Should the court stay the enforcement of the arbitral awards?

Analysis of the Chiarantano Application Under s. 46 of the Arbitration Act

Issue 1. Is the Chiarantano Application time-barred by s. 47 of the Arbitration Act?

[58] The Chiarantano Applicants submit that the time limit in s. 47 applies only to an application to set aside the decision of an arbitrator, but it does not apply to an application pursuant to s. 46(8) to "remand" the matter to the Arbitrator.

[59] Additionally, the Chiarantano Applicants submit that this step is provided for in the Arbitration Agreement which provides that if a dispute, disagreement, or controversy arose pursuant to the Arbitration Agreement, the parties could seek "further directions from the Arbitrator regarding any issues not dealt with by this Agreement."

[60] Finally, if the time limit does apply, the Chiarantano Applicants submit that time does not begin to run at the issuance of the Final Award of September 10, 2024 or at the Final Costs Award of September 24, 2024, but instead as of the date on which they attended a case conference before the Arbitrator, that is, on February 10, 2025.

[61] I disagree. First the Arbitration Agreement does not purport to contract out of the provisions of s. 46 of the Arbitration Act, which is the section relied upon by the Chiarantano Applicants in their application to have this matter remitted to the Arbitrator.

[62] The Chiarantano Applicants initiated this application on March 11, 2025, well beyond the 30 days from the Final Award of September 10, 2024 and the Final Award in Costs issued September 24, 2024.

[63] Although the parties attended before the Arbitrator at the behest of the Chiarantano Applicants, the Arbitrator did not issue any decision on that date. Thus, there is no final award or "correction, explanation, change or statement of reasons" arising out of that appearance that could be the subject of a s. 46 application.

[64] The Chiarantano Applicants do not allege fraud or corruption which would alter the 30-day time limit under s. 47.

[65] The Chiarantano Applicants suggest that the 30-day statutory deadline under s. 47(1) of the Arbitration Act is inapplicable because it applies only to set aside applications under s. 46(1), yet the relief they seek is under 46(8), that is, to "remit the matter back to the Arbitrator"

[66] I disagree with the Chiarantano Applicants' proposed interpretation of section 46(1) and 46(8). Section 46(1) sets out a list of grounds on which an arbitral award can be set aside. Section 46(8) of the Arbitration Act provides that "Instead of setting aside an award, the court may remit it to the arbitral tribunal and give directions about the conduct of the arbitration." [Emphasis added.]

[67] This Court must interpret the words of s. 46(8) in their entire context and in their grammatical and ordinary sense harmoniously with the Arbitration Act's scheme and objects.

[68] It is clear on a plain reading of the entirety of s. 46 that remittance is simply an alternative remedy the Court may grant on an application brought under s. 46(1). There is no separate route to obtain an order to remit a matter to an arbitrator.

[69] The remedy to remit a matter to an arbitrator is only available where an applicant has commenced a set aside application under s. 46(1); and (ii) established one of the grounds enumerated under s. 46(1). In this case, the Chiarantano Parties specified the ground of failure to comply with the procedures in the Arbitration Act.

[70] The object of the 30-day deadline under s. 47(1) is to ensure that all challenges to arbitral awards (including appeals and set aside applications) are brought promptly in the interests of finality and consistent with the legislative intent to limit judicial intervention into arbitrations: Campbell v. Toronto Standard Condominium Corporation No. 2600, 2024 ONCA 218 at para 48.

[71] To give effect to the Chiarantano Parties' submission and treat s. 46(8) as a separate process, which does not attract the time limits in s. 47(1), would allow parties to arbitrations to circumvent the statutory deadline and commence applications under s.46(8) at any time. This would be contrary to the policy rationale of upholding the finality of arbitral awards, and the desirability of completing these proceedings in a timely manner.

[72] Finally, I would not give effect to the argument that the appearance of February 2025 before the Arbitrator is the date on which the time limit "clock" starts to run. Section 47 sets the 30-day time limit from the date the party "receives the award, correction, explanation, change or statement of reasons on which the appeal or application is based." Here the relief does not relate to the Arbitrator's decision not to re-open the arbitration on February 10, 2025. The relief is relative to the Final Costs Award, thus the "award" dated September 24, 2025.

[73] The Chiarantano Applicants are out of time pursuant to s. 47 of the Arbitration Act.

Issues 2, 3 and 4

[74] Given that the Chiarantano Application is out of time pursuant to s. 47(1) of the Arbitration Act. As a result, I need not consider issues 2, 3 and 4.

Issue 5: In the alternative to the relief sought under s. 46(8) of the Arbitration Act, should there be a declaration that the purported transfer of the Power Shares is invalid and an order made rectifying the share registry of Power?

[75] This is an application being brought under the Arbitration Act. The mechanics for the transfer of shares is dealt with in the Final Costs Award, which is subject to enforcement by court order.

[76] Any attempt now to raise other procedural concerns about the share transfer amounts to a collateral attack on the Arbitrator's Final Costs Award of September 24, 2024. I decline to do so.

[77] I turn now to the RDA Application to enforce the decision of the Arbitrator.

Analysis of the RDA Application

[78] The Final Award and the Final Costs Award of the Arbitrator are clear, detailed, comprehensive and final.

[79] The court can enforce awards under the Arbitration Act as judgments; I agree with counsel to the RDA Applicants that there is no need for an added procedural step of "settling" an award similarly to the court's process of settling an order based on a decision of the court.

[80] Section 50(3) of the Arbitration Act provides that on the application of a party entitled to enforcement of an award made in Ontario, the Court shall give a judgment enforcing the award unless one of the following exceptions applies:

(a) the 30-day period for commencing an appeal or an application to set the award aside has not yet elapsed;

(b) there is a pending appeal (ss. 45, 49 of the Arbitration Act), application to set the award aside (s. 46) or application for a declaration of invalidity (s. 48);

(c) the award has been set aside or the arbitration is the subject of a declaration of invalidity; or

(d) the award is a family arbitration award.

[81] Where none of these exceptions apply, the court must incorporate the arbitral award into an order: Advanced Explorations Inc. v. Storm Capital Corp., 2014 ONSC 3918 at para 74.

[82] Given my decision to dismiss the application to remit the matter to the arbitrator under s. 46(8), none of the exceptions apply in this case. There is likewise no reason to impose a stay given that the issues in dispute were decided by the Arbitrator and given the purposes for arbitration: to provide parties with efficient, skilled and cost-effective access to justice, particularly in commercial disputes.

[83] I conclude that there is no reason to deny the RDA Applicants an order enforcing the arbitral award made by the Arbitrator.

Conclusion and Costs

[84] The Chiarantano Application is dismissed as time-barred.

[85] The RDA Application to enforce the arbitral awards of the Arbitrator is granted.

[86] The parties have agreed on a quantum of costs of $35,000. The RDA Applicants were entirely successful, and as a result, I award them costs of $35,000 all inclusive.

Leiper, J.

Date: July 31, 2025