Spiegel v. Crawford Acquisitions Inc. et al., 2026 ONSC 2839

CITATION: Spiegel v. Crawford Acquisitions Inc. et al., 2026 ONSC 2839

COURT FILE NO.: CL-25-00753598-0000

DATE: 20260514

SUPERIOR COURT OF JUSTICE – ONTARIO

(COMMERCIAL LIST)

RE: BENN JAY SPIEGEL

CRAWFORD ACQUISITIONS CORP. ~~INC~~, JS ACQUISITIONS HOLDING CORP, JULIE STERN, FRANK FRANCIOSA, ALLAN LYONS, KAREN FLOM, ROBERTSPIEGEL, 1000462215 ONTARIO INC., ~~1000462233~~ 1000462233 ONTARIO INC.,1000462227 ONTARIO INC. and 1000462241 ONTARIO INC.

BEFORE: Justice J. Dietrich

COUNSEL: Steve J. Tenai, Kate Costin, for Benn Jay Spiegel

Glynnis Hawe, for Crawford Acquisitions Corp., 1000462215 Ontario Inc., 1000462223 Ontario Inc., 1000462227 Ontario Inc. and 10000462241 Ontario Inc., Allan Lyons, and Frank Franciosa,

David Conklin, Brittni Tee, for JS Acquisitions Holding Corp. and Julie Stern

Jessica Kuredjian, for Karen Flom

HEARD: May 1, 2026

REASONS FOR DECISION

Introduction

1This application involves the interpretation of a unanimous shareholders agreement (the “USA”) and specifically the provisions relating to the selection of the board of directors (the “Board”) of Crawford Acquisitions Corp. (“Acquisitions”). The primary parties to the application are siblings. The dispute over the Board has arisen following the death of their parents, Sidney and Naomi Spiegel.

2The Applicant, Benn Jay Spiegel (“Benn”) is one of four siblings. The Respondents, Julie Stern (“Julie”), Karen Flom (“Karen”) and Robert Spiegel (“Robert”) are Benn's siblings. For ease of reference, those parties are referred to by their first name, consistent with the material before me.

3Benn seeks a declaration that the USA provides that the number of directors and the composition of the Board will consist of those shareholders who are the holders of Acquisitions’ voting shares. Benn's position is supported by Karen.

4Julie's position is that the Board is to be elected by resolution of the shareholders of Acquisitions.

5Robert has not responded to the application.

6The Respondents, 1000462215 Ontario Inc., 1000462233 Ontario Inc., 1000462227 Ontario Inc,. and 1000462241 Ontario Inc. (collectively, the “Holdcos”), Acquisitions, Frank Franciosa and Allan Lyons, have filed certain evidence, but take no position on the matter.

7For the reasons set out below, Benn’s application is dismissed.

Background

8Benn swore an affidavit in support of the application on November 28, 2025.

9The Respondents, JS Acquisitions Holding Corp (“JS Holding”) and Julie (collectively, the “JS Parties”) provided as evidence, the affidavit of Gary Stern sworn February 4, 2026. Gary is Julie's husband.

10The Respondents, Acquisitions, Mr. Francisosa, Mr. Lyons and the Holdcos delivered an affidavit of Mr. Lyons sworn on February 18, 2026.

11None of the factual background is in dispute.

Acquisitions and the Crawford Business

12The Crawford business was started by Sidney in 1944. The Crawford business has grown into a substantial steel distribution business which operates throughout Canada and the United States.

13Acquisitions is a privately held company incorporated pursuant to the Business Corporations Act (Ontario) R.S.O. 1990, c. B.16 (the “OBCA”). It is a holding company and the sole shareholder of Crawford Metals Corporation (“CMC”), Crawford Properties Inc. and Allied Crawford Steel Inc. (“Allied” and collectively, the “Subsidiaries”).

14In 2024, (i) CMC had revenues of C$343,254,659 and net income of C$22,160,204; and (ii) Allied had revenues of US$460,471,591 and net income of US$20,990,943.

15The undisputed evidence is that in 1995, after working in the Crawford business for 17 years, Gary (Julie’s husband) expressed an interest in leaving the business to explore new opportunities. Sidney instead persuaded Gary to remain in the business in exchange for a 25% interest which would be given to Julie, however, Sidney would maintain all rights to vote the interest.

16To formalise this arrangement, Acquisitions was incorporated on December 18, 1995, as the parent company of the Crawford business entities, with Sidney and Gary as the initial directors.

17Upon its formation, the ownership of Acquisitions’ 100 common shares were held: 75% by Crawmet Corp. (“Crawmet”) and 25% by JS Holding. Crawmet was a holding company owned by Sidney and Naomi. JS Holding is solely owned by Julie.

18Sidney also held 5 million Class D preferred shares in Acquisitions. Those preferred shares had voting rights until Sidney's death, however, upon Sidney's passing the preferred shares immediately became non-voting shares.

The USA

19Shortly after Acquisitions’ incorporation, the USA was put in place and made as of December 20, 1995. The initial parties to the USA include Crawmet, JS Holdings, Sidney, Julie, Acquisitions and the subsidiaries of Acquisitions which at the time were, CMC and CMC Steel Inc.

20Section 2.1 of the USA, which is the provision in issue, reads:

2.1 Directors: Subject to the provisions of this Agreement, the affairs of the Corporation and the Subsidiaries shall be managed and supervised by a Board of Directors consisting of such number of directors and such individuals as the Shareholders who are registered on the books of the Corporation as holders of voting shares included in the Issued Shares and with respect to the Subsidiaries, as the Corporation may by resolution determine provided that Sidney shall at all times be elected as a director of each of the Corporation and the Subsidiaries so long as he is willing and able to act as such a director.

21Other relevant sections of the USA include s. 1.2 which provides:

1.2 Compliance with Agreement: Subject to the provisions of Section 4, each of the Shareholders, Julie and the Corporation shall at all times each vote those shares in the Issued Shares and those shares in the issued capital of JS Acquisitions and the Subsidiaries as are now or hereafter during the term of this Agreement owned by them respectively and otherwise exercise their respective rights as shareholders of the Corporation, JS Acquisitions or the Subsidiaries, as the case may be, to: cause such meetings to be held, resolutions to be passed, by-laws to be enacted, documents to be executed and, to the extent permitted by applicable law, to act in their capacity as Directors or cause their respective nominees to the Board of Directors of the Corporation, JS Acquisitions and the Subsidiaries, respectively, to act, so that at all times the conditions, restrictions and prohibitions as herein set out relating to their respective shareholdings in the Issued Shares and relating to the Business and corporate affairs of the Corporation, JS Acquisitions and the Subsidiaries shall fully apply.

22As well, s. 4 of the USA sets out the voting trust provisions by which the shares held by JS Holding were deposited into a voting trust, with Sidney as voting trustee, until, among other things, his death. As such, until Sidney's death, those shares were registered in the name of 'Sidney Spiegel, in trust'. The voting trust remained in force until Sidney’s death in 2021, when it terminated under its terms.

The Board of Directors

23On December 19, 1995, the registered holders of voting shares (Sidney, Crawmet and Sidney, in trust) passed a resolution fixing the number of directors of Acquisitions at three and electing Sidney, Naomi, and Gary as directors. Sidney signed that resolution on behalf of each of the registered holders of voting shares.

24The Board remained unchanged for the next 26 years, until Sidney and Naomi died in 2021. In 2015, a resolution of the shareholders, again signed by Sidney, re-elected the same board.

Sidney & Naomi's Estate

25The Respondents, Mr. Franciosa and Mr. Lyons, with Julie, became the executors of Sidney and Naomi’s estates (collectively the “Executors”).

26Sidney’s and Naomi’s wills provided that Crawmet’s 75% interest (being 75 common shares) in Acquisitions was to be distributed among their four children, with Julie receiving 30 of the common shares and the other three siblings each to receive 15 of the shares. Together with the 25 common shares Julie already holds through JS Holding, Julie is therefore to hold a 55% interest in Acquisitions.

27The wills, which were made in August of 2016, further state that Sidney and Naomi intended “that each child of ours be given controlling interests over certain assets in order to provide such child with the opportunity to grow (or diminish) this inheritance through his or her own business and investment decisions.”

28To affect the transfer of Crawmet’s shares, the Executors caused the incorporation of four holding companies for each of the four siblings being: (a) Benn Spiegel – 1000462215 Ontario Inc. (b) Karen Flom – 1000462223 Ontario Inc. (c) Julie Stern – 1000462227 Ontario Inc. (d) Robert Spiegel in Trust – 1000462241 Ontario Inc. To date, each of the foregoing numbered companies, being the Respondent Holdcos, remain under the control of the Executors who serve as the directors of each company.

Issue

29The issue to be determined is the appropriate interpretation of s. 2.1 of the USA. Specifically, is the interpretation put forward by Benn or Julie correct.

30In other words, does s. 2.1 of the USA provide that the Board of Acquisitions are to be the registered holders of voting shares, or does s. 2.1 of the USA provide that the Board of Acquisitions is to be determined by resolution of the registered holders of voting shares.

Analysis

31The applicable principles of contractual interpretation are not disputed by the parties. Nor is it disputed that these principles apply to the interpretation of the USA.

32The actual words chosen are central to the contractual interpretation analysis, but to determine true intent, “decision makers must read the contract as 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.

33The surrounding circumstances must not be allowed to overwhelm the words of the agreement, but the goal of examining such evidence is to understand the mutual and objective intention of the parties as expressed in the words of the contract: see Sattva at para. 57.

34The surrounding circumstances include objective evidence of the background facts at the time of execution of the contract that illustrates what was within the parties’ knowledge at or before the time of their contract’s formation: see Sattva at para. 58.

35The Court is to avoid an interpretation that would result in commercial absurdity, and instead interpret a contract in accordance with sound commercial principles and good business sense: see Rabinowitz v. 2528061 Ontario Inc., 2026 ONCA 21, at para. 20.

36When examining the words chosen, Benn focusses on the underlined portion of s. 2.1 of the USA as follows:

37In other words, Benn's interpretation is that the reference to a determination by resolution (being the language in italics above) only relates to the resolution of the Corporation (being Acquisitions) in respect of the Subsidiaries.

38In contrast, Julie focusses on the following underlined portions:

39Under Julie's proposed interpretation the requirement for a determination by resolution applies to both a resolution of the Shareholders and a resolution of Acquisitions in respect of the Subsidiaries.

40I am troubled by Benn's interpretation for a number of reasons. First, Benn's interpretation does not provide the ordinary grammatical meaning to the word 'as' in the phrase “such individuals as the Shareholders…”. If the sentence were to end there, it would be truncated or incomplete.

41Benn is in effect asking for the word ‘as’ to mean 'namely' or 'being' or adding the words as 'comprise' or 'who are' the Shareholders to be read into the section such that the sentence would end “such individuals as comprise the Shareholders” or such individuals who are the Shareholders”. I disagree that this is the ordinary and grammatical meaning of the phrase actually used in s. 2.1 of the USA.

42Rather, the use of the word 'as' in the sentence needs a verb (such as 'determine', which the parties chose here) to complete the sentence construction. For this purpose, based on the ordinary grammatical meaning, I agree with Julie's interpretation. The word ‘as’ identifies the shareholders as the decision makers, it does not identify the shareholders as the directors. The words 'by resolution determine' complete the sentence and identify how the shareholders select the directors.

43Benn's interpretation is also problematic when one considers that the shareholders may not be individuals but corporations. At the time of the USA, one shareholder, Crawmet was in fact a corporation. As well, following Sidney’s death, JS Holding also became a shareholder (and is also a corporation). Again, following a distribution through Sidney and Naomi's estate, the Holdco's will be shareholders as well. As the parties accept that a corporation cannot be a director, this means that Benn's interpretation would require additional words be added to s. 2.1 of the USA to contemplate nominees of the shareholders being directors. In this regard, Benn refers to a reference in s. 1.2 of the USA to nominees as context to show that nominees were contemplated by the USA as a whole. Those words are not however, in s. 2.1 of the USA in relation to the Board of Acquisitions (but rather as a general reference to obligations of shareholders in respect of both Acquisitions and the Subsidiaries).

44Further, s. 2.1 of the USA, in the closing sentence, references that Sidney shall be ‘elected’ as a director (for as long as he is capable). The reference to Sidney being elected, is consistent with Julie’s interpretation that a resolution of the shareholders is required to elect directors – rather than Benn’s interpretation that the directors are (or are the nominees of) the shareholders.

45Accordingly, based on the ordinary and grammatical meaning, I prefer Julie’s interpretation.

46I also find that Julie’s interpretation is consistent with the surrounding circumstances known to the parties at the time of formation of the contract. This includes the shareholder resolution, signed by Sidney on behalf of himself Crawmet, and himself, in trust for JS Holdings (being the three registered shareholders) on December 19, 1995, electing three directors, the articles of Acquisitions and the circumstances leading to the incorporation of Acquisitions.

47Benn also argues s. 2.1 of the USA should be interpreted in a manner that changes the normal method of director election under the OBCA, otherwise there would be no need for the provision the USA. In this respect, Benn submits that since Julie's interpretation simply provides that the Board is to be elected by resolution of the shareholders, there is no need for s. 2.1 of the USA as this interpretation is consistent with corporate law under the OBCA. He submits that the terms of a USA are intended to change the application of typical corporate law and therefore the words of s. 2.1 of the USA must be interpreted to mean something different. I do not agree with this argument. First s. 2.1 of the USA as a whole, does in fact change the normal election of directors under OBCA as, for example, it requires that Sidney be elected as a director for as long as he is capable. Second, I am not persuaded that each provision of a unanimous shareholder agreement needs to change the existing law under the applicable corporate statute. A unanimous shareholder agreement may also validly address matters that are consistent with applicable corporate law so that the parties have an agreed document that provides for a comprehensive set of rules as to how a corporation will function.

48I am also not persuaded that Julie’s interpretation would lead to a commercial absurdity. There is nothing absurd about providing shareholders the right to vote for directors in accordance with their shareholder interest. The result may be in this case that Julie, who controls 55% of the voting shares of Acquisitions, will control who is appointed to the Board, but as Benn accepts, that is consistent with general corporate law.

49Accordingly, I am satisfied that Julie’s interpterion is correct when reading the contract as 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.

50As I have found the interpretation of s. 2.1 of the USA not to be ambiguous and that the registered shareholders are to determine the Board by resolution, there is no need to examine subsequent conduct of the parties. As set out in Shewchuck v. Blackmont Capital Inc. 2016 ONCA 912, 404 D.L.R. (4th) 512, at para. 56, evidence of the parties' subsequent conduct is admissible to assist in contractual interpretation only if a court concludes, after considering the contract's written text and its factual matrix, that the contract is ambiguous.

51If I am wrong, and the provision is ambiguous, I am satisfied that the provision in Sidney and Naomi’s wills that each sibling be given a controlling interest over certain assets to provide them an opportunity to grow or diminish their respective inheritance through his or her own business and investment decisions, is consistent with Julie’s interpretation of s. 2.1 of the USA.

Disposition

52For the reasons set out above, the application by Benn is dismissed.

53As the parties advised at the start of the hearing, costs had been agreed by the parties. In accordance with that agreement, Benn is to pay $48,400 (including HST and disbursements) in partial indemnity costs to Julie and JS Holding within 30 days hereof.

The Honourable Justice J. Dietrich

Date: May 14, 2026