CITATION: Abouzeid v. eXp Realty of Canada Inc et al, 2026 ONSC 3322

COURT FILE NO.: CL-26-00000014-0000

DATE: 20260605

SUPERIOR COURT OF JUSTICE - ONTARIO

RE: IBRAHIM HUSSEIN ABOUZEID, Plaintiff

AND:

EXP REALTY OF CANADA, INC. AND EXP WORLD HOLDINGS, INC., Defendants

BEFORE: Cavanagh J.

COUNSEL: Mark Polley and Alex Sokolov, for the Plaintiff (Responding Party)

Vera Toppings, Daniella Murynka, and Kirsten Sullivan, for the Defendants (Moving Party)

HEARD: April 7, 2026

ENDORSEMENT

Introduction

1In this action, the plaintiff, Ibrahim Abouzeid, makes claims against the defendants eXp Realty of Canada Inc. (“eXp Canada”) and eXp World Holdings, Inc. (“eXp World”), the parent of eXp Canada.

2eXp World brings this motion for an order staying or dismissing Mr. Abouzeid’s action as against it on the basis of the doctrine of forum non conveniens.

3For the following reasons, eXp World’s motion is granted.

Background Facts

4eXp Canada is a corporation incorporated under the Canada Business Corporations Act (‘CBCA’). It does business as a cloud-based real estate brokerage, and its registered office is in Victoria, British Columbia.

5The parent of eXp Canada is eXp World, a corporation incorporated under the laws of Delaware, with its principal office located in the State of Washington. eXp World has no offices or employees in Ontario.

6In November 2018, Ibrahim Abouzeid founded the Affinity Real Estate Group, a team of real estate brokers. In the statement of claim, Mr. Abouzeid asserts that he and his team were recruited to join eXp. He pleads that as a result of the overture, he and his team decided to move to eXp. In his statement of claim, Mr. Abouzeid refers to an Independent Contractor Agreement (the “ICA”) made in March 2022 with “eXp” and he claims remedies under this agreement.

7The ICA was in evidence on this motion. The ICA reads that it is entered into by and between Mr. Abouzeid and eXp Canada (which is stated to be referred to in the ICA as “eXp Realty” or “Company”). The ICA was signed on behalf of the “Company” by Jason Gesing, “CEO, EXP REALTY”. The signature is dated March 29, 2022. Mr. Abouzeid executed the ICA on or about March 29, 2022.

8On September 29, 2025, eXp Canada terminated the ICA.

9Mr. Abouzeid commenced this action by a statement of claim that was issued on January 15, 2026. Mr. Abouzeid’s claims include specific performance of and other relief in respect of the ICA. Mr. Abouzeid also seeks a declaration under s. 241 of the Canada Business Corporations Act that “eXp’s conduct has been oppressive, unfairly prejudicial and unfairly disregards Abouzeid’s interests”. He seeks an order under the CBCA compensating him.

Analysis

10eXp World moves to stay or dismiss the action as against it on the basis of the doctrine of forum non conveniens. eXp World does not concede that this Court has in personam jurisdiction over it.

11In Mr. Abouzeid’s statement of claim, in paragraph 1, he states that he makes claims against the defendants eXp Canada and eXp World. He describes these defendants as “collectively, eXp”. Throughout the balance of the statement of claim, Mr. Abouzeid refers only to “eXp” without specifying which company, eXp Canada or eXp World, is referenced.

12eXp World submits that it is not a party to the ICA and that the statement of claim does not disclose any factual basis upon which eXp World could be found to be a party to the ICA. eXp World submits that the statement of claim contains no cognizable claim against eXp World.

13eXp submits that the only legal relationship Mr. Abouzeid has with eXp World as shown in the evidence on this motion is as a shareholder. eXp relies on evidence showing that Mr. Abouzeid’s shareholding interests in eXp World are subject to governing law and exclusive forum clauses in favour of Delaware.

14In support of this motion, eXp World relies on the affidavit of Jesse Hill, the Chief Financial Officer of eXp World. In her affidavit, Ms. Hill refers to Addendum C to the ICA which is a document titled “Agent Equity Program Participation Form” that was executed by Mr. Abouzeid on March 29, 2022. Pursuant to this form, Mr. Abouzeid authorized eXp Canada to set aside a portion of his compensation to be paid in shares of eXp World common stock pursuant to the Agent Equity Program under the 2015 Equity Incentive Plan. Ms. Hill’s evidence is that the 2015 Equity Incentive Plan was replaced by the 2024 Equity Incentive Plan.

15Ms. Hill’s evidence, based on information provided by Victoria Tarnutzer, a senior manager employed by eXp Realty LLC, is that in 2024, Mr. Abouzeid agreed to participate in the Agent Equity Program under the 2024 Equity Incentive Plan by indicating, in electronic form, his agreement to the terms and conditions contained in the Participant Election Form and that this is memorialized in the audit trail available to Ms. Tarnutzer in the equity management system, Morgan Stanley at Work. Ms. Hill appends to her affidavit the Participant Election Form and its Appendix containing the terms and conditions to which Mr. Abouzeid agreed. Ms. Hill deposes that a copy of the Participation Election Form and its Appendix is available to Mr. Abouzeid through his Morgan Stanley account. Ms. Hill deposes that Mr. Abouzeid continues to hold all shareholdings in eXp World obtained by him as a result of his participation in the Agent Equity Program.

16The Participation Election Form for the 2024 Equity Incentive Plan provides that "any dispute arisin[g] under participation in the [Agent Equity Program]" would be submitted to the "exclusive jurisdiction of the State of Delaware" to be conducted "exclusively in the courts of the State of Delaware".

17Ms. Hill also deposes that from March 2022 to September 2025, Mr. Abouzeid received awards of restricted stock in eXp World pursuant to the Agent Growth Incentive Program under eXp World’s 2015 Equity Incentive Plan and 2024 Equity Incentive Plan. She deposes that all awards received by Mr. Abouzeid under the 2015 Equity Incentive Plan were made pursuant to the terms of the 2015 Equity Incentive Plan Notice of Restricted Stock Grant agreement. She deposes that all awards received by Mr. Abouzeid under the 2024 Equity Incentive Plan were made pursuant to the terms of the Notice of Restricted Unit Grant agreement. Ms. Hill deposes that Mr. Abouzeid has access to all the 2015 and 2024 grant agreements governing awards received by him. She appends one agreement to her affidavit as an example.

18The grant agreements that govern these awards provide that "[f]or purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Grant Agreement, the parties hereby submit to the exclusive jurisdiction of the State of Delaware and agree that such litigation shall be conducted only in the courts of the State of Delaware."

19Ms. Hill was cross-examined on her affidavit and her evidence with respect to the agreements governing Mr. Abouzeid’s shareholdings in eXp World was not challenged.

20Mr. Abouzeid submits that his main claim in the action is against eXp World, and that his claims against eXp World for remedies arising from oppressive acts and breaches of the ICA justify this action continuing in Ontario.

21In paragraph 8 of the statement of claim, Mr. Abouzeid pleads that in March 2022 he and his team of 24 agents decided to move “to eXp”. He then pleads:

eXp gave Abouzeid a 40-page agreement that set out the terms of the relationship (the “Agreement”), including specific confirmation that joining eXp would entitle him to a “direct ownership interest in the company as a shareholder and partner”. It also explained how the revenue sharing plan worked and specified conditions required for his revenue share to "vest". eXp also promised Abouzeid other equity incentives, including common stock of eXp World Holdings, Inc. and commissions payable to him in discounted stock.

22In the remaining paragraphs of the statement of claim, Mr. Abouzeid pleads various statements that refer to the “Agreement” including allegations that “eXp ignored its contractual obligations by terminating Abouzeid” and that “eXp” breached the Agreement.

23Mr. Abouzeid pleads that as both a former and beneficial owner of shares in eXp World, Abouzeid is a “complainant” with standing to bring an oppression claim. Mr. Abouzeid pleads a claim for oppression in paragraph 43 of the statement of claim:

eXp's conduct in ignoring all of these reasonable expectations was oppressive, unfairly prejudicial and unfairly disregarded Abouzeid's interests by, among other things, attempting to terminate Abouzeid following an arbitrary and unfair investigation conducted in bad faith, without giving Abouzeid any meaningful opportunity to respond to allegations of misconduct.

24Mr. Abouzeid submits that eXp Canada and eXp World operate as one entity and that they acted together to contract with Mr. Abouzeid and to commit a series of violations of his reasonable expectations and contractual rights. Mr. Abouzeid submits that his oppression claim under the CBCA against eXp World is properly brought because eXp Canada is incorporated under the CBCA and eXp Canada and eXp World operate as one company. Mr. Abouzeid submits that eXp World is the substantive party running the operations of eXp Canada, its “Canadian division”. He submits that his claims in the statement of claim against “eXp” for breaches of the ICA are properly made against eXp World because the ICA governs aspects of the relationship between Mr. Abouzeid “and eXp as a whole, not just eXp Canada”.

25In making these submissions, Mr. Abouzeid ignores the distinction between corporations and their shareholders, what has been described as a “bedrock principle of our corporate law”. See Yaiguaje v. Chevron Corporation, 2018 ONCA 472, at para. 57.

26In Chevron, the plaintiff, a judgment creditor of Chevron Corporation under an Ecuadorian judgment, sued in Ontario an indirect corporate subsidiary of the judgment debtor to enforce the Ecuadorian judgment. One argument made by the plaintiff was that the subsidiary should be regarded as a mere “agent” of its controlling shareholder and that the court has the ability to pierce the corporate veil when the interests of justice demand it. The Court of Appeal, citing Transamerica Life Insurance Co. of Canada v. Canada Life Assurance Co., 1996 7979 (ON SC), at pp. 433-34, rejected this argument, holding that in order to ignore the corporate separateness principle, the court must be satisfied that (i) there is complete control of the subsidiary, such that the subsidiary is the "mere puppet" of the parent corporation; and (ii) the subsidiary was incorporated for a fraudulent or improper purpose or used by the parent as a shell for improper activity.

27Mr. Abouzeid has not provided any evidence that would satisfy these requirements. He does not assert in his statement of claim that these requirements are satisfied. Instead, he simply defines “eXp” to mean both legal entities, collectively, and makes allegations against “eXp”. I do not accept that Mr. Abouzeid’s pleading, through the device of defining eXp Canada and eXp World as a single entity, should be read as making claims for breach of contract or oppression against eXp World.

28With respect to Mr. Abouzeid’s claim for remedies for breaches of the ICA, there is no legal basis shown in the evidence to treat eXp Canada and eXp World as a single entity. The ICA as executed by Mr. Abouzeid is in evidence on this motion, and it provides that it is entered into by and between Mr. Abouzeid and eXp Canada. eXp World is not named as a party to the ICA. Mr. Abouzeid refers to provisions of the ICA and its appendices which, he says, show that, at times, the word “Company” is used to refer to eXp World, and that some provisions relate to shares in eXp World that Mr. Abouzeid is entitled to receive under the ICA. Mr. Abouzeid submits that the ICA should be interpreted to provide that eXp World is a party to it.

29I disagree. On the evidentiary record before me on this motion, there is no basis to find that eXp World is a party to the ICA. eXp World did not execute the ICA and did not agree to be bound by its terms.

30With respect to Mr. Abouzeid’s claims against eXp World for statutory oppression, he does not assert any basis for standing other than that he is a stakeholder in eXp Canada, which is a CBCA company, and that eXp Canada and eXp World operate as one company. Mr. Abouzeid does not address in his statement of claim that his shareholding interests in eXp World are governed by Delaware law. Because of the device used in the statement of claim to treat both companies as a single entity, the statement of claim does not disclose a cognizable theory of liability for oppression on the part of eXp World.

31The only relationship between Mr. Abouzeid and eXp World shown by the pleaded allegations in the statement of claim and the evidence on this motion is that Mr. Abouzeid is a shareholder of eXp World.

32In support of this motion, eXp World cites the decision of the Court of Appeal for Ontario in Expedition Helicopters Inc. v. Honeywell Inc., 2010 ONCA 351 (‘Expedition Helicopter’). In Expedition Helicopter, the Court of Appeal for Ontario heard an appeal from a decision dismissing a motion to stay an action in Ontario to enforce a forum selection clause in an agreement. The agreement related to a helicopter engine provided by the defendant to the plaintiff, an Ontario company. The helicopter in which the engine was installed crashed in northern Saskatchewan. The plaintiff commenced an action in Ontario for damages arising out of the crash. The agreement provided that the courts of Arizona have exclusive jurisdiction over all proceedings arising out of the agreement.

33In Expedition Helicopter, the Court of Appeal, citing the decision of the Supreme Court of Canada in Z.I. Pompey Industrie v. ECU-Line N.V., 2003 SCC 27, addressed the forum non conveniens analysis where there is a forum selection clause. The Court of Appeal, at paras. 6-11, confirmed that where a party moves to stay a proceeding to enforce a forum selection clause, a conventional forum non conveniens analysis involving consideration of a variety of relevant factors should not be used. Rather, the forum selection clause pervades the analysis and must be given full weight in the consideration of other factors. The plaintiff must show “strong cause” that the case is exceptional and the forum selection clause should not be enforced.

34I am satisfied that Mr. Abouzeid’s shareholding interests in eXp World are subject to an exclusive forum clause by which disputes are subject to the exclusive jurisdiction of the courts of the state of Delaware. Mr. Abouzeid has not shown that the forum selection provision should not be enforced.

Disposition

35For these reasons, I grant the motion by eXp World and order that the action against eXp World is stayed on the basis of the doctrine of forum non conveniens.

36If the parties are unable to resolve costs, they may make written submissions in accordance with a timetable agreed upon by counsel (with reasonable page limits) and approved by me.

Cavanagh J.