G&L Group Ltd. v. Pasquale (Pat) Lamanna, 2026 ONSC 3564

CITATION: G&L Group Ltd. v. Pasquale (Pat) Lamanna, 2026 ONSC 3564

COURT FILE NO.: CV-25-00748137-0000 and

CL-26-00000091-0000

DATE: 20260617

SUPERIOR COURT OF JUSTICE – ONTARIO

(COMMERCIAL LIST)

APPLICATION under ss. 45 and 46 of the Arbitration Act, 1991, S.O. 1991, c. 17

Court File No.: CV-25-00748137-0000

RE: G&L GROUP LTD., GIUSEPPE (JOE) LAMANNA, CHESTNUT LAMANNA LIMITED, THE GIUSEPPE LAMANNA (2015) FAMILY TRUST, ROBERT ZANETTI, ZANETTI INVESTMENTS INC., ROBERT ZANETTI (2015) FAMILY TRUST, 2159978 ONTARIO INC., TORONTO REDI-MIX LIMITED, TORPEDO TRUCKING LIMITED, TITAN CONCRETE LIMITED, TRIVANT HAULAGE LTD., TOTAL READY MIX LIMITED, BOWES TRUCK CENTRE INC., FRESHWAY INVESTMENTS INC., PRT INVESTMENTS INC., SQUIRE BEACH HOLDINGS LIMITED, LAKE SIMCOE CONCRETE & AGGREGATES LTD., BROCK AGGREGATES INC., EARTHCO SOIL MIXTURES INC., DRAGLAM WASTE & RECYCLING INC., DRAGLAM SALT INC., LESS MESS PRODUCTS INC., 2052865 ONTARIO LIMITED, BOIDAYR INVESTMENT INC., 2623177 ONTARIO LIMITED, 1186675 ONTARIO LIMITED, 2267601 ONTARIO LTD., 2163832 ONTARIO INC., LAMZAN LIMITED, GRAVPIT PRODUCTIONS INC., 673270 HURONTARIO STREET LIMITED, NEW CENTURY HOMES LTD., 1419079 ONTARIO INC., 693316 ONTARIO LIMITED, WINCHCORON HOLDINGS LIMITED, LAMVILLE DEVELOPMENTS INC., BOILEN PROPERTIES LIMITED, 1419079 ONTARIO LIMITED, 1645313 ONTARIO INC., Applicants

AND

PASQUALE (PAT) LAMANNA, 2551438 ONTARIO INC. and PAT LAMANNA (2015) FAMILY TRUST, Respondents

AND

Court File No. CL-26-00000091-0000

APPLICATION under section 50 of the Arbitration Act, 1991, S.O. 1991, c. 17 and Rule 14.05(1) of the Rules of Civil Procedure, R.R.O. 1990, O. Reg. 194

RE: PASQUALE (PAT) LAMANNA, 2551438 ONTARIO INC. and PAT LAMANNA (2015) FAMILY TRUST, Applicants

G&L GROUP LTD., GIUSEPPE (JOE) LAMANNA, CHESTNUT LAMANNA LIMITED, THE GIUSEPPE LAMANNA (2015) FAMILY TRUST, ROBERT ZANETTI, ZANETTI INVESTMENTS INC., ROBERT ZANETTI (2015) FAMILY TRUST, 2159978 ONTARIO INC., TORONTO REDI-MIX LIMITED, TORPEDO TRUCKING LIMITED, TITAN CONCRETE LIMITED, TRIVANT HAULAGE LTD., TOTAL READY MIX LIMITED, BOWES TRUCK CENTRE INC., FRESHWAY INVESTMENTS INC., PRT INVESTMENTS INC., SQUIRE BEACH HOLDINGS LIMITED, LAKE SIMCOE CONCRETE & AGGREGATES LTD., BROCK AGGREGATES INC., EARTHCO SOIL MIXTURES INC., DRAGLAM WASTE & RECYCLING INC., DRAGLAM SALT INC., LESS MESS PRODUCTS INC., 2052865 ONTARIO LIMITED, BOIDAYR INVESTMENT INC., 2623177 ONTARIO LIMITED, 1186675 ONTARIO LIMITED, 2267601 ONTARIO LTD., 2163832 ONTARIO INC., LAMZAN LIMITED, GRAVPIT PRODUCTIONS INC., 673270 HURONTARIO STREET LIMITED, NEW CENTURY HOMES LTD., 1419079 ONTARIO INC., 693316 ONTARIO LIMITED, WINCHCORON HOLDINGS LIMITED, LAMVILLE DEVELOPMENTS INC., BOILEN PROPERTIES LIMITED, 1419079 ONTARIO LIMITED, 1645313 ONTARIO INC., Respondents

BEFORE: W.D. Black J.

COUNSEL: David Trafford and Adam Beyhum, for Giuseppe (Joe) Lamanna and Robert Zanetti

Aaron Kreaden and Jordan D. Wajs, for Pat Lamanna, Pasquale Lamanna, 2551438 Ontario Inc. and Pat Lamanna (2015) Family Trust

HEARD: June 8, 2026

ENDORSEMENT

Overview

1There were two matters before me today in this set of proceedings, which, as one of the counsel aptly put it, are two sides of the same coin.

2In Court File No. CV-25-00748137-0000, the co-applicants Giuseppe Lamanna (“Joe”) and Robert Zanetti (“Rob”) are seeking leave to appeal or to set aside the arbitral awards at issue in this proceeding. In Court File No. CL-26-00000091-0000, Pasquale Lamanna (“Pat”) and his co-applicants in that case are seeking to enforce those same arbitral awards. In this endorsement, in addition to using the individual parties’ first names (because of the commonality of last name between Joe and Pat), I will use other terms as defined in the parties’ materials.

3As noted, and more particularly, Joe and Rob seek leave to appeal and to set aside three arbitral decisions of (retired) Justice Newbould (to whom I will refer as the Arbitrator): the June Award dated June 24, 2025; the Injunction Award dated March 16, 2026; and the Haulage Award, also dated March 16, 2026. Pat seeks to enforce these Awards, as well as the First Costs Award and the Second Costs Award.

4I will discuss each of the Awards, the parties’ positions on such Awards, and my conclusions in each case below.

5By way of summary of my conclusions, I am dismissing the application of Joe and Rob seeking leave to appeal or to set aside aspects of the June Award and subsequent Awards, and granting Pat’s application to enforce the Awards in his favour.

Relevant Background

6It is helpful, in order to appreciate the parties’ respective positions, to touch on aspects of the history of these matters, both in terms of the business at issue and in terms of recent multi-faceted disputes and litigious proceedings.

7The Awards, and these proceedings, arise from common origins. Much of the summary below is taken from the June Award and the subsequent awards, in some instances verbatim. It is clear that Joe and Rob disagree with many of the Arbitrator’s factual findings, but equally they say they do not challenge those findings of fact for purposes of the relief they currently seek (and, generally speaking, nor can they, given the strong deference for an arbitrator’s findings of fact). The summary that follows also omits many details of the parties’ ongoing and extensive disputes; the summary is intended to be just that, and generally to describe important aspects of the events pre-dating and leading to the motions before me.

A. The G&L Group

8The G&L Group was founded by Joe in about 1970. It is a group of businesses involved in supplying construction aggregates, concrete, salt and soil mixtures, as well as waste and recycling businesses.

9It is clear that, under Joe’s oversight and control (together with partners at certain points) the G&L Group developed into a large and successful set of operations.

10Pat is the son of Joe and his wife Lucia, and is said to have started working in the G&L Group when he was seven years old. The Arbitrator observed that Pat “grew up in the business.” Pat started his own salt business in 1993, after he had completed college.

11Rob is married to Lee, the daughter of Joe and Lucia. Rob has also been involved in the G&L business for many years.

12As of 1995, Joe had split from most of his partners, and at that point Pat and Rob became partners in the G&L Group, with Joe holding 28%, Pat and Rob each holding 24%, and another partner, Tony Pellegrini, also holding 24%. Over time, from about 2018 to 2024, Mr. Pellegrini was bought out such that by the time of the events at issue, Joe held 36.84% of the common shares of G&L, and Rob and Pat each held 31.58%.

13By way of high level overview, most of which is not controversial and much of which is taken from the narrative history set out in the June Award, from about 1997, as between Pat and Rob, Pat has run the aggregate business, the soil business, the waste business and the salt business, collectively referred to as the Draglam/Brock Group or DB Group, and Rob has run the concrete business, referred to as the Toronto Redi-Mix Group or the TRM Group.

B. Joe’s 2020 Decision to Divide the G&L Businesses

14In 2020, Joe told Pat and Rob that he was considering retiring from the G&L Group. Joe was 80 years old, and as set out above had been delegating responsibility to Pat and Rob for some time. The notion being considered was that the businesses would be divided between Pat and Rob, each of whom would then own and operate those businesses allotted to them.

15The three began discussions about how the businesses would be split between Pat and Rob in a fair manner, and Pat and Rob agreed that, to the extent that the division of the businesses was not equal in value, an equalization payment would be made to whomever of Pat or Rob received businesses of lesser value.

16As at March 21, 2021, Pat and Rob had entered into the Valuation Agreement, which recited the notion that Pat and Rob wished to reorganize the ownership of the G&L Group on a fair and equitable basis and to transfer the corporations then comprising the G&L Group into two groups, being the DB Group and the TRM Group. The Valuation Agreement provided for two business valuators, RSM and Deloitte, separately to value the businesses comprising the DB Group and the TRM Group, and to take the mid-point of their valuations if they differed.

17Pat, Rob and Joe then entered into a further agreement – the Separation Agreement dated March 22, 2021 – setting out more details regarding the separation of the businesses of the G&L Group. The Separation Agreement expressly incorporated the Operating Agreement, which had been prepared in draft at that stage.

18The Operating Agreement contemplated and mandated coordinated and consistent management and operation of the G&L Group entities. Section 2.1 of the Operating Agreement provided:

“2.1 Division of the G & L Group – Notwithstanding the division between the DB Group and the TRM Group of the ownership and management of various components of G&L, the Parties shall continue to operate the Business under the shared name “G & L Group” and, to the greatest extent possible, shall endeavor to coordinate efforts and to cooperate in a manner that will promote the best interest of G&L and its reputation in the sectors in which the Business operates.”

19At the same time, the Separation Agreement provided, in section 2, that:

“The Administration of the companies will be split in accordance with the Operating Agreement and stated above. The Draglam/Brock (DB) Group and the Toronto Redi-Mix (TRM) Group will commence to manage the businesses separately as of April 1, 2021.”

20On and following April 1, 2021, Pat and Rob began to operate their respective companies as separate businesses. It was also agreed by Joe, Rob and Pat that after March 31, 2021, all debt obligations of the G&L Group would be split 50-50 between Rob’s companies and Pat’s companies.

C. The Valuation and Resulting Disagreements

21Although as set out above the Valuation Agreement contemplated two separate valuations (and taking the mid-point if the valuations differed) it was also agreed by Joe, Rob and Pat that initially only one valuation – by Deloitte – would be undertaken, with the proviso that either Pat or Rob would have a right to challenge the Deloitte valuation and to have a second valuation done (by one of KPMG, PWC or E&Y). This notion was confirmed in a Valuation Adjustment Agreement signed by Joe, Rob and Pat and dated October 12, 2021.

22The Deloitte valuation was delivered on November 1, 2021. Pat was not satisfied with that valuation, believing it overvalued his companies and undervalued Rob’s companies (which would have the effect of impacting the required Equalization Adjustment payment). He also expressed concern with the process leading to the Deloitte valuation report, in that he maintained he had been shut out of the process by Joe such that Pat had not had communications with Deloitte about the businesses he was running.

23This led to a Valuation Adjustment Agreement signed by Joe, Rob and Pat, amending the Valuation Agreement, on December 20, 2021. It provided for an Independent Valuator to be chosen from among KPMG, PWC or E&Y who would work with Rob and Pat and their advisors, who would be entitled to participate in all meetings and discussions and to make submissions to the Independent Valuator. The Valuation Adjustment Agreement provided that the Equalization Adjustment would be determined based 75% on the second valuation and 25% on the Deloitte valuation.

24By that time, Thorsteinssons had been engaged to work with the parties to ensure that any business split would be as tax efficient as possible. The Valuation Adjustment Agreement confirmed that Pat or Rob could work with Thorsteinssons to determine the most tax and cost-efficient manner of paying any Equalization Adjustment to be paid, including by assuming debt or exchanging property.

25Around this time, a number of disagreements arose among Joe, Rob and Pat, including with respect to such matters as who should undertake the second valuation, the form and value of security for the Equalization Adjustment, who owed whom what in intercompany debts, and with respect to the details of separating bank accounts.

26On November 4, 2021, three days after the Deloitte report was released, and notwithstanding that the businesses were to have been operating separately as of April 1, 2021, Joe and Rob signed cheques totaling $20,935,912 from Pat’s companies without Pat’s knowledge or consent. These funds were used to pay down 100% of G&L’s debt despite the parties having agreed that Rob and Pat (and their companies) would each be responsible for 50% of G&L’s debt from April 1, 2021 onward.

27As such, and as the Arbitrator specifically held, given that the Deloitte valuation and later the KPMG valuation were inclusive of cash in each business as of April 1, 2021, the unauthorized transfer of the $20.9 million from Pat’s companies, when his contractual responsibility was only to pay $10.45 million, meant that “the $10.45 million would not be balanced out in the valuations or through the Equalization Adjustment.”

28As at the time of the main Arbitration (leading to the June Award), the Arbitrator confirmed that, although Rob “at one point said he would” pay “his 50%”, he had not yet done so, such that “the obligation of Rob to pay $10.45 million is an obligation of TRM Group and should be so treated in the reconciliation of intercompany accounts.”

29On December 15, 2021, Joe, Rob and Pat signed a further agreement confirming how certain real estate would be allocated among them. That agreement references an earlier agreement in turn confirming the parties’ respective ownership interests in the real estate, which the Arbitrator noted was “regardless of which G&L entity held legal ownership.”

D. The “Kitchen Meeting” and Subsequent Fallout

30On May 31, 2022, a pivotal meeting, referred to by the parties and the Arbitrator as the Kitchen Meeting, took place at Joe and his wife Lucinda’s home. The Kitchen Meeting was hosted by Lucinda, and attended by Pat, Pat’s lawyer, Rob’s wife Lee (Pat’s sister) and Rob’s lawyer. Neither Joe nor Rob attended, but the undisputed evidence is that, at the outset of the meeting, Lee advised those in attendance that she was authorized to speak for Rob and bind him to any agreement reached at the meeting.

31It appears that the parties reached a number of agreements at the Kitchen Meeting, which Lee confirmed in an email the next day to Joe, Rob, Pat, Rob and Pat’s lawyers, and others. The agreements said to have been reached included that PWC would be the valuator for the second valuation, and with respect to agreed procedures for equalization and separation of bank accounts.

32Neither Joe, Rob, Pat, nor anyone else replied to Lee’s email or took issue with the agreements that her email confirmed.

33Sometime after the meeting, however, Joe purported not to have been aware of it – a suggestion firmly rejected by the Arbitrator.

34On July 11, 2022, about six weeks after the Kitchen Meeting, Joe emailed Pat’s lawyer, Mr. Belovich, and accused him of professional misconduct, alleging that Mr. Belovich was at the Kitchen Meeting and negotiating at that meeting without authorization or permission. In his evidence, Joe alleged that the Kitchen Meeting, and his unhappiness about Mr. Belovich’s attendance and role at the meeting was “when ‘the war’ started among the family members,” because the Kitchen Meeting somehow “breached family rules.”

35Once again, the Arbitrator rejected Joe’s evidence on that score, calling it “completely unreasonable.”

36In and around this timeframe, Joe asserted various positions, all of which were characterized or implied by the Arbitrator to be unreasonable, including threatening to proceed with the equalization based solely on the Deloitte valuation report (despite the agreement at the Kitchen Meeting that PWC would serve as the second valuator). At another point, when negotiations for the protocol for PWC’s role were underway, Joe purported to insist that if the engagement of PWC was not completed within four days he (Joe) would engage PWC himself.

37The confusion about the engagement of PWC, caused entirely it appears, by Joe’s inappropriate interjection into matters which, to his knowledge, had already been agreed, culminated in an unfortunate exchange of messages in early July of 2022, which exchange shows the extent of the shadow cast by Joe’s conduct.

38On July 5, 2022, at a point at which, to her knowledge, the negotiations about the protocol for PWC were ongoing and reaching an advanced stage, Lee emailed PWC and said that she understood that Pat and Rob’s lawyers had been in contact with PWC, but directing that the draft engagement letter for PWC be sent to her, and to Rob and Pat, but not to their lawyers. Pat responded to Lee that the protocol needed to be settled, and that his lawyers and Rob’s lawyers were close to finalizing that protocol. He added that terms had been agreed at the Kitchen Meeting, including a pledge of preferred shares in G&L as part of the security for the equalization payment, and that those terms would have to be taken into account.

39Lee’s response was a remarkable combination of childish and unnecessarily acrimonious. She denied that certain terms had been agreed at the Kitchen Meeting notwithstanding her own email the day after the Kitchen Party confirming those agreements. She called Pat a liar. She also said:

“DAD WILL NOT SIGN YOUR LAWYERS LETTERS. EVEN IF WE AGREE, DAD WILL NOT. DO YOU UNDERSTAND!!!! OR ARE YOU STUPID!!!

There is a signed agreement that says payment of collateral is by debt or land!!! We will NEVER accept your terms. My husband has had enough of your stupid demands!!! IT STOPS WITH ME! ENOUGH!!! THIS IS MY COMPANY TOO AND THIS AFFECTS MY CHILDREN AND I WILL NEVER ACCEPT YOUR STUPID DEMANDS. DO YOU UNDERSTAND!!!! ENOUGH!!!!”

40On cross-examination, Joe claimed not to remember reading this email from his daughter, with which he was copied (a denial the Arbitrator again doubted). Joe did, however, acknowledge that until that point the exchanges between the parties through counsel had been civil, and that this email from Lee, which Joe acknowledged was inappropriate, created unnecessary conflict between and among the parties.

41On August 22, 2022, Joe informed Pat and Rob that he (Joe) had engaged KPMG to do the second valuation. Although it was clear that Pat and Rob had agreed on PWC to do that second valuation and that, as noted, negotiations for a protocol to govern PWC’s mandate were at an advanced stage, Pat nonetheless acquiesced, in order to allow the business separation to proceed, to using KPMG.

42It had also been agreed at the Kitchen Meeting that the parties would appoint an arbitrator to make binding decisions regarding any contentious matters that might arise.

43In that regard, in accordance with the approach agreed at the Kitchen Meeting, Mr. Belovich and Rob’s lawyer Mr. Carli together chose Joel Richler as arbitrator, and identified a range of issues to be submitted for Mr. Richler’s determination.

44Ultimately, however, inasmuch as Joe was not a party to the relevant arbitration agreement – only Rob and Pat were – the arbitration before Mr. Richler did not progress beyond initial stages.

45Likewise, after some initial progress, the efforts to separate the businesses of Rob and Pat also foundered.

46Nonetheless, on September 21, 2022, Pat, Joe and Rob executed an engagement letter with KPMG that included valuation protocols largely developed and included in the working draft relative to PWC (before Joe effectively forced a switch to KPMG).

47KPMG delivered its valuation report on May 17, 2023. That report was considerably more favourable to Pat than the Deloitte report had been, to the extent of approximately $20 million.

48Rob and Pat, in one instance, and all three of Rob, Pat and Joe in another instance, also signed agreements relative to certain propeties in the fall of 2022. Of note, in each case the proceeds of sale of the properties involved were agreed to be divided between and among the signatories on the basis of their respective beneficial interests, regardless of the legal ownership of the properties at the time.

49There was in this same timeframe a further effort to separate the bank accounts of the various businesses. However, owing in part to Joe’s insistence that a $20 million overdraft of G&L Group be paid before he would sign any banking documents, that effort also came to naught.

E. Further (Failed) Attempt at Arbitration

50Eventually this logjam over the separation of bank accounts and related matters led Pat to serve an amended notice of arbitration seeking an order compelling Rob to take all steps necessary to separate the accounts. Shortly before the date scheduled for that arbitration to commence, Rob delivered a notice of counter-arbitration in which he sought judgment against Pat in the amount of $16,258,261 for the Equalization Adjustment, and an order requiring Pat to satisfy that judgment by assuming debt or exchanging jointly owned properties.

51The pending arbitration at that time was again proposed to be before Mr. Richler.

52However, before that arbitration commenced, as found by the Arbitrator in his June Award, “steps were taken to attempt to harm and remove Pat from the G&L Group.”

53Specifically, on February 8, 2024, Joe caused Pat to be served with notices signed by Joe of special meetings of the boards of directors of G&L Group, 270 Hurontario and Brock, to be held on February 13, 2024 (which meant that Pat received two business days’ notice of the meetings).

54Among other items, the G&L Group directors’ meeting included a proposal to approve all reconciliation of debt, despite the fact that the reconciliation had not yet been completed or agreed at that time (Thorsteinssons was working on that issue). Joe admitted on cross‑examination that he knew that the reconciliation of debt between Rob’s businesses and Pat’s was in dispute and that he was nonetheless proposing simply to conclude that issue himself.

55The Arbitrator found that, with similar ill-intent, another resolution for 270 Hurontario at the February 13, 2024 meeting, was to transfer two MNR licenses for the Warden and Hurontario pits from Brock, a Pat company, to 270 Hurontario and Gravpit Productions Inc., companies controlled by Joe. These MNR licenses were necessary for the aggregate businesses, including Brock (and in fact Brock was the only one of these companies at that time mining aggregates). In that regard, unbeknownst to Pat and without his consent, Joe had made an application in 2023 to transfer the extraction licenses from Brock to Joe’s own companies (which was only stopped when Pat learned of this surreptitious effort and intervened with the MNR).

56In these circumstances, there was a great deal of further corporate and legal maneuvering relative to the proposed February 13, 2024 special meetings. The meetings went ahead, at least in part, but resolutions proposed by Joe did not pass. These meetings went ahead despite Mr. Richler having ordered, at an emergency hearing before him at 7:00 a.m. on February 13, 2024, that Rob was enjoined from voting to approve the resolutions or voting to take any steps to separate the businesses of the G&L Group to remove Pat as a director, officer or shareholder of any G&L Group companies, or to take any other steps out of the ordinary course of business without the consent of Pat or an award in the pending arbitration.

57In March of 2024, Joe, Pat and Rob, ostensibly entered into a Standstill Agreement.

58However, Joe subsequently denied agreeing to the Standstill Agreement despite apparently signing it, and soon thereafter took steps that were contrary to its terms.

F. The Unauthorized Cheques

59On March 26, 2024, Joe and ostensibly Rob, signed cheques on behalf of Pat companies payable to G&L Group in the amount of $10 million and to 693 Ontario in the amount of $2,178,274.50. Again these cheques were issued without Pat’s consent or knowledge. On cross-examination, when it was evident that Joe had used Rob’s signature stamp to sign these cheques without Rob’s knowledge or consent either, Joe acknowledged that he did not have authorization to use Rob’s stamp, but said that he “did not care” if he had “authority from Rob or not.”

60The Arbitrator found, in the June Award, that the $10 million taken by the G&L Group was taken illegally, and that for the purposes of the reconciliation all of the $10 million was an obligation of the TRM Group to the Juel Group (which appears by that point to have supplanted the DB Group as the collective name of Pat’s companies).

61Similarly, the Arbitrator found in the June Award that the $2,178,274.50 was also illegally taken, and that the entire amount was owing to Pat, such that again, for purposes of the reconciliation this amount was also an obligation of the TRM Group to the Juel Group.

62Joe also signed another cheque purportedly from Brock to Joe’s company, Chestnut Lamanna Ltd., in the amount of $2,642,293.91 on April 5, 2024. Joe cashed this cheque, this time without any signature from Rob or Pat. The Arbitrator found, again in the June Award, that, with respect to this payment, “Pat did not authorize it, and the payment was improper and illegal” and that “Joe obviously did not care that Pat had not authorized it.”

63In the result, the Arbitrator found in the June Award, that, for purposes of the arbitration, this $2,642,293.91 was an obligation of Chestnut Lamanna Ltd. to Juel Group.

64Although in early May of 2024, Joe and Rob finally agreed to the separation of the bank accounts, which was in fact achieved on May 10, 2024, otherwise the ongoing corporate and legal maneuvering continued apace throughout the spring of 2024.

G. Events Leading to Pat Seeking and Obtaining Injunctive Relief

65This culminated in a letter from Pat to Joe, Rob and Lee on June 25, 2024, requesting that they schedule a family meeting to attempt to resolve the ongoing issues. The proposed meeting got hung up over the question of whether or not the parties should have their legal representatives at the proposed meeting, and then was completely cratered when Lee took to the airwaves again, sending an email to Pat on July 25, 2024 saying:

“Why don’t you just go fuck yourself and grow up! you narcissistic piece of shit. And make sure you show your lawyer, as that is the only friend you have!!!! You owe me and my children $20 million!!!!”

66In the face of ongoing attempts to strip him of any powers, including a threat by Joe in early July to remove Pat as director from certain G&L, all of which was exacerbated by Lee’s uniquely unhelpful correspondence style, Pat filed an application in this court seeking an oppression remedy and, within that application, served a motion (on August 2, 2024), seeking an urgent injunction restraining Joe and Rob from taking further steps to disenfranchise him in the G&L Group and to stop requisitioning meetings to achieve that, as well as an order recognizing and enforcing the February 13, 2024 injunction ordered by Mr. Richler in the arbitration.

67Justice Osborne (as he then was) heard Pat’s injunction motion early in the morning on August 6, 2024, and effectively ordered that the status quo should be maintained. He observed, with respect to a meeting or meetings that Rob and Joe were proposing to hold that day, and which were in part the subject of Pat’s claim for injunctive relief, that there was “no apparent urgent need or purpose” for the meeting(s) and that “Accordingly, the proposed shareholders meeting for today will not proceed. The status quo will be maintained, pending a full hearing of these issues on a proper record…”

H. Joe and Rob’s Disregard of Court Orders

68Despite the fact that Joe was immediately informed of Osborne J.’s order, the Arbitrator found that, “Unfortunately, the order was ignored.”

69Among other actions not consistent with “standing still,” on September 10, 2024, Joe dispatched security guards that he had hired to both pits operated by Brock with instructions not to let trucks operated by Brock leave the premises with aggregates. Joe also locked the main gate to prevent a customer from leaving with aggregates.

70Counsel on behalf of Joe said that Joe would continue to withhold access to the pits unless and until Joe received certain information to which he claimed to be entitled and, consistent with this threat, on September 11, 2024, Joe’s security guards again locked the gates to the pits and refused Brock employees and customers entry to the premises.

71As the Arbitrator observed in the June Award: “All of these actions to deny Pat and his company Brock the ability to operate the pits was certainly not maintaining the status quo as ordered by Justice Osborne.”

72In the circumstances Pat brought an urgent motion for an order restraining Joe from interfering with Pat’s companies’ operations or contacting their employees. Justice Cavanagh, who heard a case conference relative to that motion on September 13, 2024, wrote:

“[3] The Applicants arranged this case conference before me today because they allege that one of the Respondents, Joe Lamanna, has taken steps that conflict with the status quo by interfering with the aggregate business of Pat Lamanna and purporting to terminate a license…

[4] Justice Osborne’s Order that the status quo be maintained is clear and applies regardless of any legal rights the parties assert they have, as controlling shareholder or otherwise, to change the status quo. The interim Order is in effect only until the Applicants’ motion is heard.

[5] At the hearing, counsel for Joe Lamanna accepted that Justice Osborne’s Order has the effect I set out above. I expect Joe Lamanna and all parties to fully comply with this Order by refraining from taking any steps that conflict with the status quo such as terminating agreements or interfering with the business operated by an adverse party. If there is any doubt about whether a given act or omission is prohibited by Justice Osborne’s Order, then directions should be sought at the hearing of the Applicant’s motion or, if there is true urgency, in advance of that hearing through an appointment arranged through the Commercial List Office.”

73The Arbitrator found that Rob too, had taken steps contrary to the order of Osborne J., in particular by installing approximately 200 concrete blocks on a property leased by one of Rob’s companies to one of Pat’s companies impeding and preventing Pat’s company from accessing and storing salt and related skids of materials.

74To address this situation, Pat’s lawyers served a motion on Rob on October 25, 2024, seeking a contempt order relative to the orders of Osborne J. and Cavanagh J. In the face of that motion, Rob arranged to have the concrete blocks removed.

75Joe and Rob also continued to sign and cash cheques out of the ordinary course of business.

I. Agreement to Arbitrate and the Arbitration

76In terms of how these parties came to the arbitration from which the June Award issued, the Arbitrator records that, following the ongoing disputes and proceedings described above, and in the context of the oppression proceeding commenced by Pat, the parties (again) agreed to arbitrate their disputes under a mediation/arbitration process. The Arbitrator notes that some issues were settled at the mediation, and that the med/arb agreement appointing the Arbitrator provided for broad jurisdiction at the arbitration stage. In addition, by the time of the Arbitration, Joe had submitted to the Arbitrator’s jurisdiction. The relevant provision of the med/arb agreement read as follows:

“14. The parties agree that the arbitrator has jurisdiction over Pasquale (Pat) Lamanna, Giuseppe (Joe) Lamanna, and Robert Zanetti, and each of the entities that are identified as parties (other than Miller Thomson LLP) in the Notice of Application issued in the Ontario Superior Court of Justice under Court File No. CV-24-724918-CL on August 1, 2024 (the “Application”) in respect of: i) all matters relating to the separation of the business described in the Application (the “Business”); and ii) all disputes relating to the operation of the Business; and iii) all matters that are or could have been brought in the Ontario Superior Court of Justice or Joel Richler as Arbitrator relating to the disputes between the parties.”

77This time the Arbitration proceeded, and spanned eight days in February of 2025.

Important Overarching Findings of the Arbitrator

78The Arbitrator made it exceedingly clear in the June Award that he did “not think it can be said that each side is equally to blame. As I will explain, the problems that have occurred are largely the fault of one side.”

79As will be evident from the review of the factual and procedural background set out above, taken largely from the June Award, the Arbitrator blamed Rob, and in particular Joe, for the disputes and difficulties that arose. The Arbitrator said “I see Joe as…very strong‑minded and perhaps a little headstrong” which “led during the events in this case to his determination to do things only his way in spite of agreements, arbitration orders, and court orders to the contrary.” This attitude led Joe, the Arbitrator found, to “clearly siding with Rob in taking steps to harm Pat.” Moreover, the Arbitrator bluntly found that “Much of Joe’s affidavit evidence was wrong.”

80Similarly, with respect to Rob, the Arbitrator found that he had “trouble with the credibility of much of [Rob]’s evidence.” The Arbitrator observed that “on many occasions” Rob “asserted only that he was loyal to Joe and would do whatever Joe wanted.” As was the case with Joe, the Arbitrator found that “Rob’s affidavit contained many statements that were wrong.”

81These credibility findings, and the many factual findings that flowed in part from those credibility findings, were clearly the product of a careful, measured review by the Arbitrator of the record before him. The June Award is 92 pages long and thoroughly addresses the array of issues set out in the list of issues provided by the parties for the purposes of the arbitration. As discussed below, it is clear in any event that the Arbitrator’s findings attract considerable deference, and that there is only a narrow range of bases from which the applicants can seek leave to appeal or to set aside the Arbitrator’s findings. In considering those limited potential avenues on which the applicant’s request is necessarily based, I do so in the setting of arbitration decisions – the June Award, and the Injunction Award and Haulage Award, also discussed below – that are thoroughgoing, thoughtful and well‑reasoned.

82As also discussed below, given the test that the moving parties here must meet in order to have aspects of the June Award (and the subsequent awards) set aside (or to obtain leave to appeal), the thorough and careful review undertaken by the Arbitrator represents a significant and ultimately impenetrable obstacle to those requests.

83The Arbitration Agreement is silent on rights of appeal.

The Tests for Leave to Appeal and for Setting Aside Aspects of the Awards

84As such, the parties agree that the Applicants must seek leave to appeal the Awards under s. 45 of the Arbitration Act, which provides that:

“45 (1) If the arbitration agreement does not deal with appeals on questions of law, a party may appeal an award to the court on a question of law with leave, which the court shall only grant if satisfied that,

(a) the importance to the parties of the matters at stake in the arbitration justifies an appeal; and

(b) determination of the question of law at issue will significantly affect the rights of the parties.”

85The respondent points out, and the applicants do not dispute, that case law interpreting s. 45 of the Arbitration Act confirms that “this is a high bar”, which serves, as confirmed for example in Leodore Investments Inc. v. Ellis-Don Construction Ltd., 2015 ONSC 6536 at para 15, “to eliminate grounds of appeal that are less than decisive to the outcome of the arbitration.”

86In terms of the restriction, as to issues for which leave may be granted, to questions of law, the respondents cite, again without contest from the applicants, the well-established guidance from the Supreme Court of Canada in Canada (Director of Investigation and Research) v. Southam Inc., 1997 CanLII 385 (SCC) at para. 35, that:

“Briefly stated, questions of law are questions about what the correct legal test is; questions of fact are questions about what actually took place between the parties; and questions of mixed fact and law are questions about whether the facts satisfy the legal tests.”

87The respondent also emphasizes in particular the caution enunciated by the Supreme Court of Canada in Teal Cedar Products Ltd. v. British Columbia, 2017 SCC 32, 2017 SCC32 at para.1, where the court said:

“Courts should…exercise caution in identifying extricable questions of law because mixed questions, by definition, involve aspects of law. The motivations for counsel to strategically frame a mixed question as a legal question – for example to gain jurisdiction in appeals from arbitral awards or a favourable standard of review in appeals from civil litigation judgments – are transparent….a narrow scope for extricable questions of law is more consistent with finality in commercial arbitration and, more broadly, with deference to factual finding.”

88The court in Teal relatedly underlines that, because there is no jurisdiction over questions of fact or mixed fact and law, the identification of such a question or questions defeats an application for leave to appeal.

89With respect to the second prong of this application, the applicants’ request to set aside the arbitral award on the basis of alleged procedural defect or defects, the respondent notes that again the test, set out in s. 46(1) of the Arbitration Act, entails a very high bar.

90As an initial matter relative to this aspect of the request, as alluded to by the court in Teal and as confirmed in a multitude of authorities, significant deference is given to the factual findings of the arbitrator and the manner in which the arbitral proceedings were conducted.

91Moreover, where a party seeks to challenge an arbitral award under s. 46(1) of the Arbitration Act, the party must demonstrate, as confirmed for example in Fuego Digital Media Inc. v. DAC Group (Holdings) Limited, 2018 ONSC 2897 at para. 23 and Consolidated Contractors Group S.A.L. (Offshore) v. Ambatovy Minerals S.A., 2017 ONCA 939 at para 63, that “the arbitrator’s conduct was sufficiently egregious to offend basic notions of morality and justice,” and that courts should intervene “only in cases of the most egregious procedural breaches.”

92The policy rationale for this undoubted deference to arbitral tribunals, and the undoubtedly high bar for disturbing arbitral awards, is aptly summarized by Campbell J. in Mungo v. Saverino [1995] CarswellOnt 3298, as follows:

“The great merit of arbitrations is that they should be, compared to courts, comparatively quick, cheap and final. There is a trade-off between perfection on the one hand and speed, economy and finality on the other hand…it is therefore important for the court to resist its natural tendency…to plunge into the details of the arbitration and second-guess the arbitrator not only on the result but also on the punctilio of the process. If an arbitration is basically fair, courts should resist the temptation to plunge into detailed complaints about flaws in the arbitration process.”

93As noted, on its face the June Award and the subsequent awards in respect of which the applicants seek relief are far from flawed; again focusing on the June Award, which contains the critical analysis from which to varying degrees the relevant determinations that the applicants attack here flow, it reflects a detailed and even-handed review of the circumstances leading to the parties’ disputes, and the various procedural and other forays in which the parties had engaged before arriving at the Arbitrator’s doorstep.

94I should note as well that in July of 2025, after releasing the June Award, the Arbitrator agreed to consider Joe and Rob’s application under s. 44 of the Arbitration Act – over the respondents’ objection – requesting that certain corrections be made to the June Award or alternatively that the Arbitrator reconsider aspects of the June Award. The Arbitrator released his s. 44 Decision on October 23, 2025, concluding that there had been no error in respect of the $10 Million Claim, the BDC Loan Claim, or the $2.6 Million Claim. The Arbitrator did adjust one other aspect of the Award, and ordered a credit to Rob in the Reconciliation in the amount of $758,229.

95The Arbitrator’s findings in this setting are of course entitled to the same significant deference as is accorded to the June Award and other Awards, and arguably all the more so given that the nature of the s. 44 Application was for the Arbitrator to consider for a second time arguments made to him during the earlier proceedings.

96Against that stout fortress, I turn to examine the specific arguments advanced by the applicants.

Discussion of the Issues and Arguments

A. The Reconciliation Issues

97The first set of issues comprising the application, and the arguments on which the applicants spent the largest portion of their allotted time, relate to the Arbitrator’s mandate under Issue 2 on the parties’ issues list for the initial hearing (leading to the June Award), to determine the “reconciliation of all outstanding intercompany loans and receivables and the manner of payment.”

98The applicants stress that this aspect of the mandate required a “complete determination of the parties’ financial positions as between one another” and that a reconciliation “is not a partial or provisional exercise.”

99They maintain that, “by his own admission” the Arbitrator failed to perform that task, which the applicants say amounts to an error of law.

100The oversight alleged by the applicants, and which they say the Arbitrator “admitted” relates to the Arbitrator’s treatment of the $10 Million Balance, the BDC Loan Balance, and the $2.6 Million Claim among other alleged intercompany liabilities. Based on his conclusion that those payments were illegal, the Arbitrator removed those items from the overall Reconciliation. In other words, the applicants allege that having directed that these unauthorized cheques be returned, the Arbitrator removed what the applicants characterize as the “corresponding intercompany liabilities” and did so “without adjudicating them.”

101The applicants maintain that the Arbitrator did so notwithstanding that “those liabilities were not in dispute in the parties’ accounting records or in the February PwC Report, and no determination (or even argument) was made to invalidate them.”

102In the s. 44 Application (that followed the arbitration) the Arbitrator specifically held – the applicants say improperly – that these liabilities had not been determined and could be addressed outside the Reconciliation. The applicants say that by doing so, “the Arbitrator treated essential components of the intercompany accounts as matters that did not require determination within the Award.”

103The applicants maintain that this was an error of law, inasmuch as it reflects a “misapprehension of the nature of the Reconciliation the Arbitrator was required to perform,” because the Arbitrator “could not exclude acknowledged liabilities from [the Reconciliation] and defer their determination to the future.”

104The applicants also assert that, by failing to give reasons for directing the Unauthorized Cheques to be repaid by Joe and Rob and at the same time directing that related intercompany balances and loans be removed from the Equalization and Reconciliation, the Arbitrator committed another error of law. Joe and Rob say they do not dispute the obligation to return the funds from the Unauthorized Cheques but challenge the corresponding removal of the $10 Million Balance and the BDC Loan Balance from the Reconciliation. It appears that the applicants make this argument relative to the $2.6 Million Claim too (although the emphasis on this item during oral submissions was minimal). As noted above, this $2.6 Million Claim concerns a promissory note that Joe alleged Pat’s company Brock had given to Joe’s company Chestnut Lamanna, and which Joe claimed Brock was liable to repay. Joe did not deny drawing cheques on companies belonging to Pat, without authorization, to pay a portion of the debt.

105The applicants argue that this alleged failure to give reasons is an extricable error of law. They assert as well that the failure to include the $10 Million Balance, the BDC Loan Balance and the $2.6 Million Claim in the June Award resulted in double-counting, because Pat received both the recovery of the Unauthorized Cheques and also the removal of his corresponding obligations from the Reconciliation, and that double-counting itself is an error of law.

106I note in passing that the case to which the applicants cite as authority for the proposition that double-counting is an error of law, Goldentuler Estate v. Crosbie, 2017 ONCA 591, does not appear to say that. It is clear that the Court of Appeal for Ontario found errors in the certain aspects of the trial judge’s assessment and calculation of damages in that case, but on their face those errors appear to be fact-driven, and likely mixed errors of fact and law, and in the paragraphs cited by the applicants the court does not grapple with the question of whether there was an extricable error of law, let alone conclude that there was such an error of law.

107It is clear, and not disputed, that the Arbitrator dealt with these issues in paragraphs 60 and 81-87 of the June Award, and again in paragraphs 17 and 27 of the s. 44 Decision.

108The respondents note, fairly, that in those paragraphs, the Arbitrator squarely rejected Joe’s purported explanations regarding the composition of the debts and as to why he had taken the funds from Pat’s companies; and the Arbitrator ordered these amounts repaid.

109Critically, as the respondents point out, this conclusion of the Arbitrator was then reflected in PwC’s Final Report: as Rob and Joe had not succeeded in establishing the alleged debts or why Pat was liable to contribute to them, the debts were not recorded as obligations owed by Pat.

110I cannot see how these conclusions, right or wrong (and I think they are right), could be fairly characterized as anything other than factual findings or, at most, mixed questions of fact and law.

111As the respondents put it, persuasively in my view:

“By their nature, each of these findings concerned what actually took place as between the parties (in particular, whether the alleged debts had in fact arisen, who had paid them, when they had paid them, and on what basis they had paid them), and whether those facts gave rise to an obligation of Pat’s to contribute to them. They raise no question as to whether the correct legal test was applied, nor is that even argued by Rob and Joe. By definition they are findings of mixed fact and law if not entirely factual findings, and are therefore not subject to any right of appeal.”

112I find that the applicants’ attempt to dress up largely fact-driven conclusions of the Arbitrator up as pure questions of law, while understandable in the circumstances, is readily understood as the kind of “strategic framing” against which the Supreme Court of Canada warned in Teal.

113The applicants go so far, in paragraphs 46-47 of their factum, to suggest that certain aspects of PwC’s analysis should be subject to appeal. PwC had a mandate to assist the Arbitrator with discrete accounting issues, which are clearly not questions of law. The attempted stretch to include those issues as errors of law exemplifies the overreach evident in the applicants’ approach.

114In my view it is also significant that the applicants made these same arguments to the Arbitrator, not only at the Arbitration, but also in the context of the s. 44 Application, and that the Arbitrator in each case confirmed that he had in fact considered the applicants’ arguments, and had rejected them. I find it difficult to accept the applicants’ suggestion, in those circumstances, that the Arbitrator did not address their arguments or somehow failed to fulfil his mandate. Instead, it is evident that the Arbitrator considered those arguments, twice, and rejected them. And, as noted above, he did so, at least in large part, on the basis of factual findings.

115As such, I am not prepared to grant leave to appeal with respect to these issues. Given that the Arbitrator’s conclusions were, in my view, as set out above, the product of a careful and painstaking review, and in no way procedurally, morally, or legally “egregious,” I also decline to set the Arbitrator’s findings on these items aside.

B. The Beneficial Interest Award re Co‑owned Properties

116The next aspect of the Arbitrator’s June Award for which the applicants seek leave to appeal (and/or ask to be set aside), relates to the Arbitrator’s finding with respect to the Beneficial Interest Award relative to the Co-Owned Properties.

117These were issues 6-8 (from the parties’ list of issues) before the Arbitrator. The Arbitrator held that certain properties that were co-owned among the parties were to be sold and that the proceeds of sale were to be distributed according to the parties’ beneficial interests therein rather than on the basis of legal ownership interests.

118On this issue, the applicants argue that the Arbitrator erred in law by not identifying what legal test or principle he applied. They allege that the Arbitrator was obliged, before allocating proceeds on the basis of beneficial interests, to do a deeper dive to identify and analyze the specific trusts, be they express trust, a resulting trust, a constructive trust, or something else, that gave rise to such beneficial interests.

119In addition, on this front, Joe argued that he was entitled to preferred shares being paid out of the Co-Owned Properties, and that his counsel explicitly raised this entitlement before the Arbitrator, but that the Arbitrator failed to provide any reasons or explanations in this regard either.

120The starting point on this issue is that there is, and was, no dispute among Pat, Rob, and Joe, that the Co-Owned Properties were to be sold, with the proceeds distributed to the three of them based on their respective interests.

121At the arbitration, it was Pat’s position that those proceeds should be distributed on the basis of their respective beneficial interests, whereas Joe and Rob argued that the distribution should follow their respective legal ownership interests.

122The Arbitrator addressed these issues in paragraphs 156-164 of the June Award. He relied on the December 2021 Agreement, which contained schedules setting out certain beneficial ownership interests in the Co-Owned Properties. The Arbitrator also referenced and relied on several subsequent emails, in which the parties addressed their beneficial ownership interests in the Co-Owned Properties, and two September 2022 Agreements, in which the parties agreed to sell certain Co-Owned Properties in accordance with what Pat maintained were their beneficial ownership interests.

123The Arbitrator found that the parties had expressly agreed that the proceeds of the Co‑Owned Properties would be distributed in keeping with their beneficial ownership interests. In reaching this finding, the Arbitrator considered and rejected evidence from Domenic Suppa, the chief financial officer of the G&L Group, to the effect that the December 2021 was merely a potential agreement, never implemented. The Arbitrator found that this suggestion was at odds with various other aspects of the evidence, and that Mr. Suppa’s evidence on this score was undermined on cross-examination.

124Again in my view these determinations by the Arbitrator show the hallmarks of findings of fact (or again, at most, mixed findings of fact and law).

125Nor do I accept that in order to find an agreement to distribute the proceeds in accordance with the parties’ beneficial interests the Arbitrator was required to examine the putative trust claims to determine their progeniture. Having concluded that the parties had agreed to distribute on the basis of beneficial interests, in my view there was no need for the Arbitrator to examine the origins of each such interest; to do so would have risked undermining, rather than upholding, the deal that the Arbitrator found the parties had reached. I find no error of law in this conclusion.

126With respect to the preferred share issue, and Joe’s purported entitlement to the preferred shares in this context, Pat points out, and I agree, that this issue was not included on the list of issues submitted to the Arbitrator, and that Joe did not lead any evidence to “establish the basis for any preferred share entitlement” or how any such entitlement was somehow linked to the Co-Owned Properties issues that were before the Arbitrator. I find no basis to grant leave to appeal this issue that did not form a part of the Arbitrator’s Awards.

127On this note it is also not the case, as Joe alleges, that the Arbitrator failed to consider the evidence of Mr. Smith (the tax lawyer at Thorsteinssons LLP who was engaged to assist with the tax issues). In paragraph 163 of the June Award, the Arbitrator confirmed that he had considered Mr. Smith’s testimony in the context of determining how to treat the parties’ beneficial interests in relation to the sale of the Co-Owned Properties.

128With respect to the applicants’ request to set aside the Arbitrator’s conclusions on this set of issues, once again I find that the Arbitrator’s review of the evidence and findings reflect a careful and thoroughgoing approach to the evidence, and again fall considerably short of the kinds of significant defects that would have to be apparent in order to justify setting this aspect of the awards aside.

129As discussed at various points above, following the June Award, Rob and Joe commenced an application under s. 44 of the Arbitration Act seeking to correct “mathematical” errors that they alleged beset the award. As noted, Pat contested Joe and Rob’s ability to pursue the s. 44 relief, and the Arbitrator agreed, over that objection, to consider Joe and Rob’s submissions. Having done so, the Arbitrator did revise one aspect of the June Award.

130He did not, however, find any errors with respect to the $10 Million Claim, the BDC Loan Claim, or the $2.6 Million Claim (other than in respect of a calculation of one portion of the second claim, which the Arbitrator ordered PwC to adjust in the Reconciliation). Those three issues form the bulk of the applicants’ claim in the first set of issues in this application. For the reasons set out above, I have found that the applicants have fallen well short of satisfying the tests they must meet in order to succeed here, and in my view the fact that the Arbitrator agreed to reconsider, and carefully did reconsider aspects of the June Award is all the more reason to afford deference to his conclusions. That reconsideration shows even more careful deliberation concerning the Arbitrator’s findings, and in no way undermines those conclusions.

C. The Haulage Award

131As part of the June Award, the Arbitrator determined that certain of Rob’s companies had breached the Haulage Agreements with Pat’s companies (an issue that was included on the list of issues that the parties submitted for determination).

132On this issue, the Arbitrator found that Rob’s companies had in fact breached their obligations to Pat’s companies, and were liable for damages. However, the Arbitrator held that certain documentation that would enable a determination of those damages was not yet before him, and he directed that Pat could file such additional material if he sought damages. Pat did so.

133The parties agreed to exchange experts reports on damages for these breaches (as set out in paragraph 243 of the June Award). They then re-attended before the Arbitrator to argue the damages issues.

134The Arbitrator released the Haulage Award on March 16, 2026, awarding Pat damages in the amount of $4,550,000. In doing so, the Arbitrator addressed certain arguments that Rob had made about evidence to which Pat’s expert had referred in his report. The Arbitrator found that the evidence in question was properly admissible under the SPPA (incorporated by s. 21 of the Arbitration Act) and that Rob’s expert had also relied on certain evidence of the same type and in the same manner as Pat’s expert had, such that it was not unfair to allow that evidence as part of the basis for the experts’ conclusions. The Arbitrator also noted that it would have been open for either side to compel persons whose evidence had informed the experts’ views to attend at the hearing and to be examined, but that neither party resorted to that approach. This approach strikes me as fair and justified in the circumstances.

135As Pat submits, the issues comprising the Haulage Award are again issues of contractual interpretation. I agree. The Arbitrator clearly set about to determine the parties’ intention with respect to the Haulage Agreements and reached a conclusion based on the words of the agreements and the surrounding factual matrix.

136These, again, are mixed findings of fact and law, and as such do not meet the narrow parameters which would allow me to grant leave to appeal. They are also not amenable to be set aside; nothing in the Arbitrator’s decision on this issue suggests that he was anything other than careful and measured in his determinations.

D. The Injunction Award

137On February 12, 2026, Pat delivered a motion for an interim and interlocutory injunction to restrain Rob from competing with the companies that the parties had agreed would be transferred to Pat pending the separation of the G&L Group. Rob delivered responding evidence, the parties exchanged factums, and the Arbitrator heard Pat’s motion on February 25, 2026.

138On March 16, 2026, the Arbitrator released the Injunction Award, finding in Pat’s favour.

139As part of the relief, Rob was ordered to agree to the repayment of a loan made to a competing business, True North, to take steps to sell a property, the Wentworth Property, owned by his holding company MDCA, that he had leased to True North, and to refrain from providing support or assistance of any kind to True North.

140Rob argues that, in making an order purporting to direct and bind non-parties to the Arbitration to take steps, the Arbitrator exceeded his jurisdiction (or “sidestepped his lack of jurisdiction” as Rob put it in his materials).

141While this issue gave me greater pause than any of the other issues before me, on balance I think that it is important on this issue to note that Rob specifically advised the Arbitrator that he was prepared to cause MDCA to sell the Wentworth Property.

142As such, I find that on balance Pat’s conception of what happened, namely that the Injunction Award did not adjudicate any third party’s rights or property, but rather ordered Rob, a party to the Arbitration, to take steps that he himself had volunteered to take relative to assets under his control, is apt. Ultimately the Arbitrator’s award made no order against MDCA or any other non-party; it directed Rob in his capacity as shareholder and director to give effect to the undertaking he had expressly offered to the Arbitrator.

143It is also evident that the Arbitrator carefully considered each aspect of the required test to grant injunctive relief, and made findings supported by the evidence before him.

144Moreover, an appeal of this issue would not, in my view “significantly alter” the rights of the parties. Rob in the only party affected and he specifically offered and undertook to take the steps at issue.

The Awards are to be Enforced

145As will be evident, given my conclusions, I also find that the relief sought by Pat should be granted. I order that the Awards are to be enforced, and that the amounts owing should be paid within 30 days from the date of the release of this decision.

The First and Second Costs Orders

146Lastly, Joe and Rob seek leave to appeal, or to set aside the First and Second Costs Orders. Given that I have decided not to grant leave to appeal or to set aside any of the Awards at issue, it follows in my view that the costs orders should likewise remain undisturbed.

147Costs awards are by their nature highly discretionary, and there is ample reason, in my view, to afford deference to the Arbitrator’s conclusions on these costs issues as well.

Costs of the Hearing

148On the topic of costs, each side has uploaded costs outlines for the hearing before me.

149Pat seeks $69,108.37, all-inclusive, on a partial indemnity scale (which, subject to being advised about any offers to settle is in my view the appropriate scale to use here).

150The partial indemnity amount that Joe and Rob calculate in their costs outline is $60,630.49, all-inclusive.

151In the circumstances, I order Joe and Rob to pay Pat’s costs of this motion, on a partial indemnity basis, in the all-inclusive amount of $65,000. These costs are to be paid within 30 days of the date of release of this endorsement.