Court File and Parties
Court File No.: CV-24-00001669-0000 Date: September 5, 2025
Ontario Superior Court of Justice
Between:
Moneris Solutions Corporation Plaintiff
- and -
Ting Lin Defendant
Counsel:
- Saad Suleman, for the Plaintiff
- Allen Chao-Ho Chang, for the Defendant
Heard: April 2, 2025
Reasons for Judgment
Fowler Byrne J.
Introduction
1The Plaintiff Moneris Solutions Corporation ("Moneris") seeks summary judgment as against the Defendant Ting Lin ("Lin") pursuant to a guarantee. Lin argues that this motion should be dismissed, as there are genuine issues requiring a trial.
2Accordingly, the sole issues for me to decide are whether this is an appropriate case for summary judgment, and if so, whether it should be granted.
I. The Law
3The law on summary judgment, as set out in Hryniak v. Mauldin 2024 SCC 7, [2014] 1 S.C.R. 87, and the case law that followed, has been well settled.
4Rule 20 of the Ontario Rules of Civil Procedure, R.R.O. 1990, Reg. 194, states that I may grant summary judgment if I am satisfied that there is no genuine issue requiring a trial.
5There will not be a genuine issue requiring a trial if I am able to reach a fair and just determination on the merits of the motion. This will be the case when I can make the necessary findings of fact, apply the law to those facts, and this is a proportionate and more expeditious means to achieve a just result: Hryniak, at para. 49.
6I should first determine if there is a genuine issue requiring a trial based only on the evidence before me, without resorting to my enhanced fact-finding powers as set out in r.20.04(2.1). If, after this step, it appears that there is a genuine issue requiring a trial, I should then determine if a trial can be avoided utilizing my powers under r.20.04(2.1) and (2.2). Again, this is as long as the use of these rules is not against the interests of justice. Their use will not be contrary to the interests of justice if they lead to a fair and just result, and serve the goals of timeliness, affordability, and proportionality, in light of the litigation as a whole: Hryniak, at para. 66.
7The moving party bears the onus of showing that there is no genuine issue requiring a trial. It cannot rely on mere allegations or pleadings. When it has satisfied the court that there is no genuine issue requiring a trial, the burden shifts to the responding party to prove that their defence has a real chance of success. The responding party cannot rely on allegations or denial. They must set out, in affidavit material or other evidence, specific facts showing there is a genuine issue requiring a trial: New Solutions Extrusion Corporation v. Gauthier, 2010 ONSC 1037 at para. 12, aff'd 2010 ONCA 348.
8A party must put their best foot forward on a motion for summary judgment with respect to the existence or non-existence of material issues to be tried: Broadgrain Commodities Inc. v. Continental Casualty Company (CNA Canada), 2018 ONCA 438, at para. 7; New Solutions, at para. 12; Sweda Farms v. Egg Farmers of Ontario, 2014 ONSC 1200, at para. 32, affirmed 2014 ONCA 878, leave to appeal refused.
9The court is entitled to assume that the record contains all the evidence which the parties will present if there was a trial: New Solutions at para. 12; Canada (Attorney General) v. Lameman, 2008 SCC 14, [2008] 1 S.C.R. 372, at para. 11; Broadgrain at para. 7.
II. Analysis
A. Is Summary Judgment Appropriate?
10Given the issues before the court, and the evidence provided by both parties, I find that this matter is well suited for summary judgment.
11There are no material facts that are disputed. As will be further detailed below, a binding contract was signed by a proper representative of Wemart International Investment Ltd., operating as QuanU Furniture ("QuanU"), and a guarantee was signed by Lin, wherein she guaranteed the obligations of QuanU. Various credit card payments were accepted by QuanU for furniture they sold, and the credit card charges subsequently disputed. Moneris had to reimburse to various clients the sum of $234,171.89 and it is entitled under the terms of the contract, detailed below, to charge fees and other service charges.
12As will be detailed herein, Moneris followed the procedure set out in the Terms and Conditions of the binding contract, notified QuanU of the disputes, but received no response.
13While Lin has provided a defence to this claim, her defence is not dependant on a finding of fact, and particularly, not a material fact that is contested.
14Accordingly, I can make the necessary findings of fact, and apply the law to those facts, without resort to my enhanced fact-finding powers. This is a proportionate and more expeditious means to achieve a just result.
B. Should the Plaintiff be given Judgment?
1. Relevant Facts
15At all material times, Lin was a director, owner, and operator of QuanU. As such, she operated a retail furniture store in Scarborough, Ontario.
16On or about July 27, 2020, Lin signed a Card Acceptance Form wherein she retained Moneris as a third-party payment processing service ("the Contract"). In particular, the Contract allows QuanU to accept payment by VISA, Mastercard, American Express or by debit card. The monies collected through the Moneris system, are then deposited into QuanU's bank account. The settlement of these funds by Moneris is only an advance of funds until which time the transactions are no longer capable of being charged back.
17Further, if there is a chargeback, that chargeback constitutes a debt of QuanU to Moneris, and QuanU is required to pay that amount back. Moneris can debit QuanU's bank account to be paid.
18The handling of chargebacks is set out in the Terms and Conditions of the Contract, which state:
5. CHARGEBACKS
This Section 5 applies to credit card processing only.
(a) Chargeback Reasons
If a Cardholder disputes any Transaction or if a Transaction is charged back for any other reason….the credit or payment to you for such Transaction may be reversed (a "Chargeback"). You acknowledge and agree that you are responsible for all Chargebacks. We and the Member do not decide which Transactions result in a Chargeback and we and the Member do not initiate a Chargeback. A list of some common reasons for Chargebacks is contained in the Operating Manual and Procedures and includes: (i) failure to issue a refund to a Cardholder upon the return or non-delivery of goods or services;
(ii) failure to follow proper acceptance or authorization procedures as set out in the Operating Manual and Procedures; or (iii) the Cardholder did not authorize the Transaction. This list is not exhaustive and does not limit the generality of the foregoing.
(b) Chargeback disputes
If you have reasons to dispute or respond to a Chargeback, then you must respond to our request for information regarding the Chargeback within 7 calendar days of our request. We will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if you have not responded within 7 calendar days of our request.
19The email address of "kristin.l@quanu.ca" was provided by QuanU on its application, for the purpose of notification of any chargebacks.
20In addition to the Contract, Lin also signed a Guarantee, wherein she agreed to personally guarantee the indebtedness, obligations, and liabilities of QuanU. The relevant terms of the guarantee are:
…I, the undersigned (the "Guarantor") guarantee to each of Moneris, RBC and BMO the due and punctual payment and performance of any and all of the present or future, direct or indirect, absolute or contingent indebtedness, obligations and liabilities of [QuanU]…which arise pursuant to or in connection with the Agreement as they become due from time to time…regardless of the place or manner in which the Liabilities arise or are evidenced, in any currency, whether incurred by the Merchant alone or with another or others and whether as principal or guarantor.
The Guarantor will pay or perform the Liabilities immediately on demand without any requirement that payment or performance of any of the Liabilities has been demanded from the Merchant. The Guarantor will pay and perform the Liabilities without regard to (i) any equities between the Guarantor and [QuanU] or the Guarantor and Moneris, RBC or BMO; or (ii) any defence or right of set-off, combination of accounts or appropriation or any cross-claim which [QuanU] or the Guarantor may have. The amount of the Liabilities at any time will be deemed to be as stated by Moneris based on its records, absent manifest error. (emphasis mine).
The Guarantor waives all defences to any action or proceeding to enforce this Guarantee.
This Guarantee will not be limited, lessened, released or discharged by the recovery of any judgment against [QuanU] or any other person, by any amalgamation of [QuanU] or any other person, by any sale or other disposition of all or substantially all of the assets of [QuanU], or by any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or other proceedings affecting the Guarantor, [QuanU] or any other person. The Guarantor will reimburse or indemnify Moneris and RBC or BMO on demand for all costs and expenses (including legal fees and disbursements on a solicitor-and-his-own-client basis) paid or incurred in enforcing the Liabilities.
This Guarantee may only be amended or supplemented by a written agreement signed by the Guarantor and Moneris.
I HAVE RECEIVED A COPY OF THE AGREEMENT AND OF THIS GUARANTEE AND AGREE TO ALL OF THEIR TERMS.
21Between the signing of the Contract until February 23, 2023, QuanU accepted payments by credit card and Moneris processed these payments accordingly.
22From time to time, the credit card issuer or the credit card holder would dispute the charge. Thereafter, Moneris would notify QuanU of these disputes. In that notification, details of the chargebacks were provided. Moneris would request documentation from QuanU in order to dispute the chargeback.
23By way of example, Lin acknowledges that on March 9, 2021, Moneris notified QuanU of a dispute by emailing details of same to kristin.l@quanu.ca and sales@quanu.ca. She provided documentation to Moneris. When Moneris was not able to resolve the matter, QuanU had the option of further resisting the chargeback by seeking arbitration with the credit card issuer directly.
24Lin also acknowledges as of September 2022, Moneris advised her that there were three chargeback investigations underway, and that QuanU had only provided documentation for one. She indicated that she subsequently followed up with the other two.
25Unfortunately, QuanU experienced financial difficulties. On January 11, 2023, Lin resigned as a director for QuanU and had no further part of the management of the business. In March 2023, QuanU made an assignment in bankruptcy.
26On or about March 15, 2023, Lin received a letter from Moneris stating that Lin and QuanU owed Moneris the sum of $50,897.07. Lin heard nothing further until served with the Statement of Claim in this matter a year later, wherein Moneris claimed the sum of $236,541.67. Her counsel demanded particulars and Lin was provided with a list of the chargebacks that were processed between January 8, 2022 and February 23, 2023.
27In support of this motion, Moneris has also produced a list of over 100 emails to QuanU, and kristin.l@quanu.ca in particular, notifying them of the chargebacks. In the case of each chargeback in this claim, Moneris notified QuanU, but QuanU failed to provide any documentation to dispute or reverse the chargeback. In accordance with the Contract, Moneris attempted to debit these funds from QuanU's bank account. Moneris was unable to do so as there were insufficient funds in that account. As a result, Moneris seeks to enforce Lin's guarantee.
28In total, Moneris received disputes for VISA, Mastercard and American Express charges paid to QuanU, totalling $234,171.89. As a result of these chargebacks, and in accordance with the Contract, Moneris also charged QuanU and Lin $2,325 for chargeback fees and $45.08 in service fees. The total amount claimed is $236,541.97.
2. Has Moneris Established Their Claim?
29Lin argues that Moneris has not discharged their evidentiary burden of this claim. They have not put "their best foot forward".
30I disagree. Moneris has produced the contracts which govern the relationship. They have provided evidence of the amounts of the chargebacks and their attempts to contact QuanU. It has stated in its affidavit that it paid out the chargebacks and are out of pocket those sums.
31While Lin claims the list of email communications does not prove QuanU was actually contacted, she herself gave evidence that she did receive communications in 2022, and that she had no way to check the QuanU emails after January 2023. It is also clear that she never contacted Moneris to notify them of her changed status or to provide her new contact information.
32The Contract is clear that it is not Moneris' role to adjudicate or determine whether a chargeback is legitimate or not. It is a vehicle of payment only. It provides a methodology to QuanU to dispute the chargebacks. QuanU did not do so. As stated in the Contract:
The amount of the Liabilities at any time will be deemed to be as stated by Moneris based on its records, absent manifest error.
33Lin argues that the chargeback amounts may contain "manifest errors", for which Lin should not be liable. Unfortunately, no such evidence has been adduced to support this allegation. It is speculation at best. The unfortunate situation is that QuanU shut down business and left the personal guarantors of QuanU's debt to answer to the creditors.
3. Did Moneris Properly Demand Payment?
34Lin argues that her guarantee was payable on demand, and that proper demand for the full amount was not made.
35Lin relies on the British Columbia Court of Appeal case of 0867740 B.C. Ltd. v. Quail View Farms Inc., 2014 BCCA 252. In that case, the appellate court overturned a judgment against a guarantor because proper demand for payment was not made.
36This case is not relevant as Moneris did provide notice to Lin, in its letter of March 15, 2023. It is not necessary that they send a separate demand letter every time a new chargeback was received. As of March 2023, Lin was on notice that chargebacks continued to occur and that she was personally liable. She has not produced any evidence to show she took any steps to address it at that time. Had she acted then, she would have been aware of her ongoing potential liability and take any necessary steps to limit her exposure. Lin would have realized that she was not checking the email address to which notifications were sent. Instead, she admitted that she simply did not respond.
4. Was the Contract or Guarantee Unconscionable?
37Lin admits that she signed the Guarantee, but believed she had no choice but to do so. If she did not sign the Guarantee, the payment processing services would not be provided. She also argued that the Terms and Conditions to which she and QuanU were bound were standard form terms that were drafted by Moneris. She had no ability to negotiate, the parties had no equality of bargaining power, and she had no independent legal advice.
38The Supreme Court of Canada recently set out the two elements of unconscionability in contracts. The first is that there must be an inequality of bargaining power such that one party is particularly vulnerable to exploitation in the contracting process. A standard form contract, by itself does not establish inequality, but is a fact to consider. The second element is that there must be an improvident bargain: Uber Technologies Inc. v. Heller 2020 SCC 16 at 54 to 91.
39I do not find that Lin has established, on a balance of probabilities, that the contract was unconscionable. Whether or not there was an inequality of bargaining power, Lin did not make an improvident bargain. As an owner and operator of this business, she gained an advantage by being able to accept credit card payments. She was able to sell furniture to customers that she would not otherwise be able to. If QuanU did not accept credit cards, they would have to extend credit themselves. That could cause additional expense and another layer of administration. By agreeing to the terms of the Contract and Guarantee, QuanU's ability to sell large items, like furniture, was more feasible and the business was more likely to succeed. There was consideration for this bargain.
40Also, Lin did not provide any evidence to show that she was in any way prevented from obtaining independent legal advice. Accordingly, this position does not raise a triable issue.
5. Did Moneris Fail to Mitigate its Damages?
41Lin bears the onus to prove, on the balance of probabilities, that Moneris did not mitigate its damages: Preiano v. Cirillo 2024 ONCA 206 at para. 19.
42Lin argues that Moneris should have terminated the Contract immediately upon QuanU's bankruptcy, so as to avoid other chargebacks. It should have been evident then that QuanU could not pay back any monies. In addition, Lin argues that Moneris could have disputed the chargebacks themselves, such as when they were made out of time.
43These arguments are answered by reference to the Guarantee:
This Guarantee will not be limited, lessened, released or discharged…. by any judicial or extra-judicial receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, moratorium, arrangement, composition with creditors or other proceedings affecting the Guarantor, [QuanU] or any other person.
44Moneris is also bound by its agreement with the credit card issuers. If a chargeback is claimed by a credit card company, they must pay it back unless the merchant (such as QuanU) provides them with a valid reason not to. These chargebacks could continue past the bankruptcy. Moneris is not obligated to dispute a chargeback. They communicate the chargeback to the customer, who can then provide documentation to push back. As stated in s.5(b) of the Contract:
We will not investigate or attempt to obtain a reversal or other adjustment to any Chargeback if you have not responded within 7 calendar days of our request.
45If the merchant, in this case QuanU, does not dispute a chargeback, then there is no other recourse to Moneris. It is undisputed that neither Lin nor QuanU provided Moneris with any information that could be used to dispute the chargebacks.
46Accordingly, Lin has not discharged her onus to show that Moneris did not mitigate its losses.
C. Costs
47Moneris has provided its Costs Outline. If Lin wishes to make submissions in opposition, she will be given an opportunity to do so.
III. Conclusion
48For the foregoing reasons, I make the following orders:
a) Ting Lin shall pay to the Plaintiff the sum of $236,541.97;
b) Ting Lin shall pay prejudgment interest to the Plaintiff at the rate of 4.8% per annum from February 23, 2023;
c) Ting Lin shall pay to the Plaintiff postjudgment interest in accordance with the Courts of Justice Act, R.S.O. 1990, c. C.43;
d) The parties are encouraged to settle the issue of costs themselves; if they are unable, Lin may serve and file her Bill of Costs, any offers to Settle and written costs submissions, limited to two pages, on or before September 26, 2025; if the Plaintiff wishes to reply, it shall serve and file its written submissions, limited to two pages, plus any offers to settle, on or before October 17, 2025.
Fowler Byrne J.
Released: September 5, 2025