Court File and Parties

Court File No.: CV-24-00734062-0000 / CV-24-00720231-00CL

Date: 2025-09-16

Superior Court of Justice – Ontario (Commercial List)

Re: Urban Intensification Fund 4LP and Carttera Management Inc. on behalf of 4880 Valera Road GP Inc. and 4880 Valera Road LP, Plaintiffs

And: Adi Developments (Valera) Inc., Adi Developments (Valera) Management Inc., Adi Developments (Valera) LP, and Adi Development Group Inc., Defendants

Before: J. Dietrich J.

Counsel:

• Akiva Stern, for the Plaintiffs
• Phillip Underwood and Amethyst Haighton, for the Defendants

Heard: September 8, 2025

Reasons for Decision

Introduction

[1] The parties formed 4880 Valera Road LP ("Valera LP") for the purpose of developing residential buildings, commercial condominium units, and townhouses (the "Project").

[2] Construction on the Project was delayed, and certain notices were sent to purchasers of units in the Project, which Tarion Warranty Corporation ("Tarion") found were deficient. Accordingly, Tarion found that the purchasers who received the faulty notices were entitled to more than $650,000 in compensation, plus certain additional costs (the "Tarion Claims").

[3] Carttera Management Inc. and Urban Intensification Fund 4LP (the "Carttera Parties") take the position that Adi Developments (Valera) Management Inc. ("Adi Management"), the Development Manager for the Project, was responsible for ensuring the regulatory obligations to Tarion were met. Further, they say that Adi Management's wrongful conduct led to the deficient notices and Adi Management's attempts to deal with the deficient notices caused additional damages. As a result, the Carttera Parties claim that Adi Management is responsible for payment of the Tarion Claims and that Adi Management is not entitled to the Development Management Fees they claim they are owed.

[4] On the other side, Adi Developments (Valera) Inc. ("Adi Inc."), Adi Management, Adi Developments (Valera) LP, and Adi Development Group Inc. (collectively, the "Adi Parties" and otherwise referred to as "Adi") take the position that the Tarion Claims were not the result of their conduct and seek payment from the Carttera Parties for unpaid Development Management Fees and reimbursement for their contribution of funds to cover Carttera's portion of the Tarion Claims as costs of the Project. The Adi Parties also claim that the Carttera Parties failed to act in good faith under the various agreements between the parties.

[5] The dispute between the parties has resulted in (i) the Adi Parties (specifically, Adi Developments (Valera) Inc., Adi Management, and Adi Developments (Valera) LP) commencing an application (the "Adi Application") against the Carttera Parties; and (ii) the Carttera Parties, on behalf of 4880 Valera Road GP Inc. ("Valera GP") and Valera LP, commencing an action (the "Valera LP Action") against the Adi Parties.

[6] The Carttera Parties now seek an order converting the Adi Application into an action and consolidating the two actions to proceed as one. The Adi Parties oppose this relief and seek an order striking the Valera LP Action on the basis that no corporate authority to commence the Action was obtained.

[7] For the reasons set out below, the relief sought by the Carttera Parties is granted and the relief sought by Adi is dismissed, provided that the Valera LP Action is stayed pending the delivery of a properly authorized resolution signed by the directors of Valera LP appointed by Carttera.

Background

[8] The parties created a limited partnership, Valera LP, for the purpose of developing the Project. Valera LP is governed by a Limited Partnership Agreement dated September 11, 2017. Construction of the Project has finished and the purchase agreements for its residential units have closed. There remain issues relating to a final accounting.

[9] Carttera Management Inc. ("Carttera") is an investment company based in Toronto. Carttera has multiple "Urban Intensification" funds which it uses to invest in real estate development projects. Urban Intensification Fund 4 LP ("UIF") is one such fund.

[10] Valera GP is the general partner of Valera LP and is governed by a Shareholders Agreement dated September 11, 2017. The Carttera Parties own 80% of both Valera GP and Valera LP. Adi owns the remaining 20%. The Shareholders Agreement provides that Valera GP's board will consist of four directors – two Carttera nominees and two Adi nominees. There is a dispute about who the two nominee directors of Carttera are.

[11] Valera GP, on behalf of Valera LP, retained Adi Management to act as Development Manager for the Project pursuant to a Development Management Agreement dated September 11, 2017. Under the Development Management Agreement, Valera LP is required to pay the Development Manager "Development Management Fees," on a set schedule depending on the achievement of specific Project milestones. There is a dispute about whether these fees are payable and whether Adi Management acted with the applicable standard of care and performed all of its obligations under the Development Management Agreement.

[12] The Adi Parties claim that in late 2023, UIF breached its obligations by preventing Valera LP from paying Adi Management the final tranche of the fees they were owed under the Development Management Agreement. The Carttera Parties seek a determination in the Valera LP Action that such amounts are not owed and that certain previously paid fees should be reimbursed.

[13] Together, the Limited Partnership Agreement, the Shareholders Agreement, and the Development Management Agreement govern the Project.

[14] In December 2017, McMillan LLP ("McMillan") was retained as counsel for the Project to provide advice regarding compliance with Tarion requirements and applicable laws and regulations, among other issues. On September 9, 2024, Valera LP, through Valera GP, and Adi commenced a claim against McMillan and Robert Shore, the lead lawyer at McMillan that advised Adi Management. The claim sought payment for the Tarion Claims (the "McMillan Claim"). That claim is outstanding and is not before me today.

[15] Adi Management takes the position that the Tarion Claims are Project costs, and accordingly, that UIF (as 80% owner of Valera LP) should be required to pay its share of the Tarion Claims. UIF disagrees.

[16] On April 15, 2024, Adi requested a special resolution be passed at a meeting scheduled for April 26, 2024, directing the limited partners of Valera LP to advance additional capital to cover the anticipated Tarion Claims (the "Special Resolution"). While Valera LP holds a reserve which is greater than the value of the Tarion Claims, UIF refused to use the reserve funds or provide additional funds to pay the Tarion Claims. To avoid a default in Valera LP's obligations to Tarion, which would have resulted in serious negative consequences for the Project, Adi Management agreed to pay the amount to Tarion in the first instance, without prejudice to its position that these costs are development costs for which the limited partners are proportionally liable. The meeting was convened and two individuals, Mr. Bajt and Ms. Koronyi, voted against the Special Resolution on behalf of UIF.

[17] On July 31, 2024, the Adi Parties delivered the application record in the Adi Application. The notice of application was later amended in February of 2025.

[18] On December 19, 2024, Carttera called a meeting of Valera GP's board to pass a resolution authorizing Carttera to take necessary actions to prosecute Valera LP's claim against Adi Management (the "GP Resolution").

[19] On December 20, 2024, Adi sent a notice of default to UIF under the Limited Partnership Agreement claiming UIF was in default for failing to pay its share of the Tarion Claims as project costs. Adi also alleges default as a result of UIF's failure to pay the remaining portion of the Development Management Fee.

[20] Adi also took the position that Carttera could not vote on the GP Resolution because UIF was noted in default under the Limited Partnership Agreement and the Shareholders Agreement contained a cross-default provision. The Carttera Parties disagree with this default notice.

[21] On December 23, 2024, Carttera convened the meeting. The directors appointed by Adi did not attend. As a result, no quorum was reached, and the meeting was adjourned to December 30, 2024. On December 30, 2024, Carttera convened the adjourned meeting. The Adi representatives did not attend, and two individuals present on behalf of Carttera, Mr. Bajt and Ms. Koronyi, passed the GP Resolution purporting to authorize Carttera to act on behalf of Valera LP and pursue a claim against Adi.

[22] The Adi Parties take the position that the Carttera Parties are in default under the Shareholders Agreement and Limited Partnership Agreement and cannot call meetings or vote on any matters.

[23] The Adi Parties also take the position that the directors of Valero GP appointed by Carttera were James Tadison and Dean Cutting and because those individuals were not present at the December 30, 2024, meeting, the GP Resolution was not properly passed.

Issues

[24] There are three issues before me:

a. should the Valera LP Action be dismissed as it was commenced without corporate authority;

b. should the Adi Application be consolidated with the Valera LP Action; and

c. should the Adi Application be converted into an Action?

Analysis

Should the Valera LP Action be Dismissed?

[25] Rule 15.02(4) of the Rules of Civil Procedure, R.R.O. 1990 Reg. 194 (the "Rules") provides that "If a lawyer has commenced a proceeding without the authority of his or her client, the court may, on motion, stay or dismiss the proceeding and order the lawyer to pay the costs of the proceeding".

[26] Where there are corporate plaintiffs, this rule has been interpreted as providing a means to investigate whether the proper corporate steps have been taken to authorize the proceeding: see Roselee Holdings v. Marlton Holdings [2000], O.J. No. 2950 [Roselee] at para. 35.

[27] To determine if the proper corporate steps have been taken, the corporation's constating documents should be considered: see Mega Blow Moulding Ltd. v. Sarantos, [2001], 16 B.L.R. (3d) 52 [Mega Blow].

[28] If proper corporate steps have not been taken, the rule provides for a stay of the litigation pending delivery of the appropriate resolution: see Roselee at para. 45 and Mega Blow.

[29] Adi takes the position that the Valera LP Action was not properly authorized by the board of Valera GP because: (i) the Carttera Parties were in default of their obligations under the Limited Partnership Agreement and were, therefore, restricted from voting under the Shareholders Agreement on the GP Resolution; and (ii) the GP Resolution was invalid because it was not approved by any of Valera GP's actual directors. Although, the Adi Parties note the forum of the meeting was, in their view, not compliant with the Shareholders Meeting, they do not challenge the GP Resolution on this basis.

[30] Whether Carttera or UIF are in default under the Limited Partnership Agreement because they failed to pay the Development Manager Fees or contribute project costs to cover the Tarion Claims is an issue in dispute in the underlying proceedings. The Adi Parties acknowledge that it is a matter in dispute but take the position that because a notice of default has been issued (whether valid or not) Carttera cannot vote under the Shareholders Agreement. I disagree.

[31] Section 8.1 of the Shareholders Agreement contains the cross-default provision to the Limited Partnership Agreement. It provides:

If a Limited Partner is a Defaulting Limited Partner within the meaning of the Limited Partnership Agreement, the Shareholder which is Related To the Limited Partner shall be deemed to be in default under this Agreement. In the event of a default under this Agreement, Article 11 of the Limited Partnership Agreement relating to events of Default shall apply to the provisions of this Agreement mutatis mutandis. In the event that Shareholder is in default under this Agreement, which default results from a specific default under the provisions of this Agreement or a Default by a Limited Partner under the Limited Partnership Agreement, the Directors appointed by such Shareholder and such Shareholder itself shall not be entitled to vote in respect of any matter requiring decision by the Shareholders or the board of directors of the Corporation (emphasis added).

[32] A Defaulting Limited Partner under the Limited Partnership Agreement means "a Limited Partner in respect of which a Default has occurred which has not been cured thereafter".

[33] A Default under the Limited Partnership Agreement means "(iii) with respect to any Limited Partner, the breach by such Limited Partner in the performance of any obligations under this agreement, which breach A. if of a monetary nature, is not cured within fifteen (15) days after receipt by such Limited Partner of a Default Notice …"

[34] Based on the wording of the Limited Partnership Agreement, UIF is only considered a Defaulting Limited Partner if it has breached performance of an obligation under the Limited Partnership Agreement AND if that breach is not cured within 15 days of the receipt of a Default Notice. Simply sending a Default Notice does not mean that the Limited Partner is a Defaulting Limited Partner – the Limited Partner must first breach its obligations under the Limited Partnership Agreement. That very issue is a live dispute between the parties in the underlying litigation and is not something to be determined on the record before me. Thus, Adi sending a Default Notice to UIF does not automatically make UIF a Defaulting Limited Partner.

[35] Further, s. 8.1 of the Shareholders Agreement only restricts voting by Defaulting Limited Partners on matters requiring a decision of the shareholders and board of directors of Valero GP. However, the Shareholders Agreement provides that the decision to commence litigation against Adi Management as the Development Manager is to be made by the two directors appointed by Carttera, and not the full board of directors. Section 4.2(b) of the Shareholders Agreement provides:

(b) Any steps taken by the Corporation against the Developer or Construction Manager if the Construction Manager is Related To Adi in respect of a default or alleged default of the Developer or Construction Manager under the Development Management Agreement or the Construction Management Agreement, respectively, shall be authorized solely by an affirmative vote by the directors representing Carttera and, in respect of such issue, the director representing Adi shall abstain from voting. If authorized by a resolution of Carttera, the Corporation shall undertake such actions in respect of a default or alleged default of the Development Manager under the Development Management Agreement as shall be required in respect such default or alleged default in accordance with the provisions of the Development Management Agreement as well as the enforcement of any remedy in respect of such default or the negotiation of any amendments to the Development Management Agreement, acting reasonably and in the best interests of the Limited Partnership (emphasis added).

[36] Accordingly, even if UIF were in Default under the Limited Partnership Agreement, the Shareholders' Agreement does not preclude the two Carttera directors from authorizing the commencement of a claim against Adi Management as Development Manager by way of a Carttera resolution. While Carttera treated the meeting at which the GP Resolution was passed as a meeting of the board of directors of Valera GP, the Shareholders Agreement is clear that the matter is subject to a vote by the two Carttera directors, and not of the board of directors.

[37] I do not agree with the Adi Parties' submissions regarding ss. 8.1 and 4.2(b) of the Shareholders Agreement. To accept their position would be to restrict the Carttera directors' ability to vote to commence an action against Adi Management as Development Manager simply because a Default Notice had been issued under the Limited Partnership Agreement. Further, allowing this position would enable the Adi Parties to deliver a baseless Default Notice to prevent the commencement of any claims against them. This is neither commercially reasonable, nor a proper interpretation of the Shareholders Agreement and the Limited Partnership Agreement based on the contracts a whole, giving the words used their ordinary and grammatical meaning consistent with the surrounding circumstances known to the parties at the time of formation of the contract: see Sattva Capital Corp v. Creston Moly Corp, 2014 SCC 53, [2014] 2 S.C.R. 633 [Sattva], at para. 47.

[38] The Adi Parties also take the position that Mr. Bajt and Ms. Koronyi, who signed the Carttera resolution, were not proper directors of Valera GP, and the initial directors appointed by Carttera were actually James Tadison and Dean Cutting.

[39] The evidence is that no written resolutions were made to replace Mr. Tadison or Mr. Cutting with Mr. Bajt or Ms. Koronyi as directors of Valero GP, and there was no update to the corporate profile report to reflect a change in directors.

[40] Rather, on cross-examination, Mr. Bajt stated that he and Ms. Koronyi were appointed as directors (without resolution) for the purpose of the relevant meeting. In previous correspondence, counsel for the Carttera Parties had indicated that Mr. Bajt and Ms. Koronyi attended as proxies for the directors at the meeting – however, there is no provision in the Shareholder Agreement that allow directors to attend by proxy. A director of a corporation has various duties and obligations under law. No case law was provided to me by counsel to support the proposition that a director may be a director simply for the purposes of a specific meeting as put forward by Mr. Bajt. I am not persuaded on the record before me that Mr. Bajit or Ms. Koronyi were properly appointed as directors of Valero GP by Carttera.

[41] Accordingly, I find that the Valero GP Resolution is technically deficient as it was not signed by the Carttera appointed-directors. Mr. Bajt, on behalf of Carttera, has undertaken to obtain a properly executed GP Resolution if so, directed by this Court.

[42] In the circumstances, the proper remedy is not to strike the action altogether, but as agreed to by Adi's counsel during the hearing, to stay the Valero LP Action and to order Carttera obtain the proper authority and rectify the technical deficiencies.

Should the Adi Application and the Valera LP Action be Consolidated?

[43] Rule 6.01(1) provides for the consolidation of two or more proceedings, to be tried at the same time or one immediately after the other, where two or more proceedings are pending and it appears to the Court that: (a) they have a question of law or fact in common; (b) the relief claimed in them arises out of the same transaction or occurrence or series of transactions or occurrences; or (c) for any other reason an order ought to be made under this rule (the "Gateway Criteria").

[44] Section 138 of the Courts of Justice Act, R.S.O. 1990, c. C.43 (the "CJA"), also provides that "[a]s far as possible, multiplicity of proceedings shall be avoided."

[45] To consolidate the proceedings, the Carttera Parties must first demonstrate one or more of the Gateway Criteria. If they do, the Court then considers various factors to determine whether the balance of convenience favours consolidating the proceedings: see Mattson et al. v. Tom Quiggin et al., 2017 ONSC 984 at para. 13 and 1014864 Ontario Ltd. v. 1721789 Ontario Inc., 2010 ONSC 3306 at para. 18. These factors include:

a. the extent to which the issues in each action are interwoven;

b. whether the same damages are sought in both actions, in whole or in part;

c. whether damages overlap and whether a global assessment of damages is required;

d. whether there is expected to be a significant overlap of evidence or of witnesses among the various actions;

e. whether the parties are the same;

f. whether the lawyers are the same;

g. whether there is a risk of inconsistent findings or judgment if the actions are not joined;

h. whether the issues in one action are relatively straight forward compared to the complexity of the other actions;

i. whether a decision in one action, if kept separate and tried first would likely put an end to the other actions or significantly narrow the issues for the other actions or significantly increase the likelihood of settlement;

j. the litigation status of each action;

k. whether there is a jury notice in one or more but not all of the actions;

l. whether, if the actions are combined, certain interlocutory steps not yet taken in some of the actions, such as examinations for discovery, may be avoided by relying in transcripts from the more advanced action;

m. the timing of the motion and the possibility of delay;

n. whether any of the parties will save costs or alternatively have their costs increased if the actions are tried together;

o. any advantage or prejudice the parties are likely to experience if the actions are kept separate or if they are to be tried together;

p. whether trial together of all of the actions would result in undue procedural complexities that cannot easily be dealt with by the trial judge; and

q. whether the motion is brought on consent or over the objection of one or more parties.

[46] Here, I am satisfied that the requirement for one or more Gateway Criteria has been met. There is substantial overlap in the pleadings regarding the Tarion Claims as both claims arise from same transaction or occurrence or series of transactions or occurrences. The Valera LP Action alleges that Adi Management's misconduct or negligence in fulfilling its role as Development Manager resulted in the Tarion Claims and, therefore, Adi Management is not entitled to the Development Management Fees from the time of its negligence forward and is solely responsible for the Tarion Claims. This position is the direct converse to the issues raised in the Adi Application. Adi Management's position in their Application is that its obligations under the Development Management Agreement were fulfilled, they are entitled to the Development Management Fees, and the costs of the Tarion Claims should be shared as a project cost.

[47] The two claims arise, in large part, from common factual matters surrounding the Tarion Claims. Common factual questions include whether the deficient Tarion notices were authorized by Adi Management working alone, or if Adi and the Carttera Parties worked together to review and approve the notices. The two claims also relate to the same contractual agreements – the Development Management Agreement, the Limited Partnership Agreement, and the Shareholders Agreement – which lead to common questions of law. These include whether Adi Management fully performed its obligations under the Development Management Agreement such that the relevant development management fees are owing and whether UIF is in default of its obligations under the Limited Partnership Agreement for failure to pay its portion of the project costs.

[48] Further, the balance of convenience favours consolidating the proceedings as various issues in dispute and elements of the two proceedings are interwoven. Both proceedings relate to whether Adi Management should be paid the development management fees, who was ultimately responsible for the Tarion Claims, and to what extent Carttera and UIF were involved in approving the defective notices that resulted in the Tarion Claims. Determining these issues will require common factual disclosure on a complete record. Additionally, the amounts sought as damages in the two proceedings, the parties, and counsel overlap. The parties substantially overlap, counsel are the same in both proceedings, and the witnesses are expected to overlap.

[49] Given the commonalities between the proceedings, I am also concerned that hearing the two matters separately may result in inconsistent findings.

[50] Although the Adi Application is framed as a matter of contractual interpretation, the conduct of the parties to those contracts will be relevant in determining whether Carttera and UIF have conducted themselves in good faith - which is a matter to be determined in the Adi Application. Additionally, consolidation is not prohibited just because the issues set out in the Valera LP Action are broader than those in the Adi Application, especially given the significant degree of overlap: see Pershad v. Lachan, 2015 ONSC 5290 at para. 96.

[51] Furthermore, costs may increase considering the baseline costs in the Adi Application alone. However, hearing the Adi Application and Valero LP Action together should result in overall efficiencies as compared to hearing both matters separately.

[52] I recognize that the Adi Parties do not consent to the consolidation of the two matters. Rather, as counsel expressed during the hearing, the Adi Parties' position is that the Adi Application is solely about whether the Adi Parties should be paid amounts owing to them under the relevant contracts. The Adi Parties submit that if they are successful, an order should be made that the Carttera Parties pay the amounts in issue and that the provisions in the relevant agreements whereby the Adi Parties can buy out the Carttera Parties would be triggered. The Adi Parties further submit that only once that decision is rendered should a determination as to Adi Management's negligence as Development Manager be made. They then submit that, at that time, an order against Adi Management for repayment can be made. That does not appear to be an efficient or fair manner of resolving the issues before the parties and does not accord with s. 138 of the CJA which cautions against multiple proceedings.

[53] Accordingly, I am satisfied that the Adi Application and the Valero LP Action should be consolidated.

Should the Adi Application be Converted into an Action?

[54] As set out in Przysuski v. City Optical Holdings Inc., 2013 ONSC 5709 [Przysuski] at para. 4, Rule 1.04 read in conjunction with Rule 38.10 allows a motion judge to convert an application into an action before the hearing of the application. Accordingly, while an applicant has the prima facie right to choose their originating process by way of application if so authorized by the Rules or a statute, if the court has good reason, it can convert the application into an action: see Przysuski at para. 6.

[55] In my view, the Adi Application should be converted to an action. As set out in Fountain Asset Corp. v. First Global Data, 2017 ONSC 4780 at para. 14, where a motion to convert to an action is brought together with a motion for consolidation or hearing together, then factors relevant to consolidation should be considered with factors relevant to conversion to an action. As set out in para. 5 of Collins, et al., v. Canada (Attorney General), (2005), 76 O.R. (3d) 228 and affirmed at para. 10 of Przysuski, the following factors are relevant to determining whether an application should be converted to an action:

a. whether material facts are in dispute;

b. the presence of complex issues that require expert evidence and/or a weighing of the evidence;

c. whether issues of credibility are involved or whether viva voce evidence is required;

d. whether there is a need for pleadings and discoveries; and

e. the importance and impact of the application and of the relief sought.

[56] At the hearing, the Adi Parties acknowledged that if the Adi Application and the Valero LP Action were to be consolidated, that the Adi Parties would not oppose the conversion of the Adi Application into an action.

[57] Accordingly, the relief sought by the Carttera Parties regarding conversion of the Adi Application to a consolidated Action is granted.

Disposition

[58] For the reasons set out above, the relief sought by the Carttera Parties is granted and the relief sought by the Adi Parties is dismissed, provided that the Valera LP Action is stayed pending the delivery of a properly authorized resolution signed by the directors of Valera LP appointed by Carttera.

[59] In the circumstances, the Carttera Parties were substantially successful on these motions.

[60] Fixing costs is a discretionary decision under s. 131 of the CJA. In exercising my discretion, I may consider the result in the proceeding, any offer to settle or to contribute made in writing, and the factors listed in Rule 57.01. These factors include but are not limited to: (i) the result in the proceeding; (ii) the experience of the lawyer for the party entitled to the costs as well as the rates charged and the hours spent by that lawyer; (iii) the amount of costs that an unsuccessful party could reasonably expect to pay in relation to the step in the proceeding for which costs are being fixed; (iv) the amount claimed and the amount recovered in the proceeding; (v) the complexity of the proceeding; (vi) the importance of the issues; and (vii) the conduct of any party that tended to shorten or lengthen unnecessarily the duration of the proceeding. Rule 57.01(1)(f) provides that the court may also consider "any other matter relevant to the question of costs."

[61] In exercising my discretion to fix costs, I must consider what is fair and reasonable for the unsuccessful party to pay in this proceeding and balance the compensation of the successful party with the goal of fostering access to justice: Boucher v. Public Accountants Council (Ontario) (2004), 71 O.R. (3d) 291, at paras. 26 and 37.

[62] Both parties provided a bill of costs at the hearing. I recognize that there was a substantial difference in costs sought by the parties. The Carttera Parties' bill of costs sought costs of approximately $124,773 on a partial indemnity basis, whereas Adi's bill of costs sought costs of only $39,082 on a partial indemnity basis. I accept that the motion to strike the Valero LP Action had more significance to the Carttera Parties than Adi, because if that motion had been successful, the action would have been at an end. Thus, it is reasonable that time spent by counsel for the Carttera Parties is somewhat higher than that which appears on Adi's bills of costs. However, it appears that certain of the time spent by the Carttera Parties is more than reasonably expected by the Adi Parties.

[63] For these reasons, I fix the costs of the application in the amount of $75,000, inclusive of disbursements and Harmonized Sales Tax, and order the Adi Parties to pay that amount to the Carttera Parties within 30 days of the date of this order.

The Honourable Justice J. Dietrich

Date: September 16, 2025