CITATION: TRI-MEATS, INC. v. 2400153 ONTARIO INC. et al, 2026 ONSC 4150
COURT FILE NO.: CV-23-00705298-0000
DATE: 20260716
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
TRI-MEATS, INC.
Plaintiff
– and –
2400153 ONTARIO INC. et al; DAVID NADEAU; STACEY NADEAU; BLUE MOUNTAIN PROVISIONS INC.; MATTHEW RUSSELL; CORSEY INTERNATIONAL INC.; JONATHAN CORDEIRO; JOSEPH MASSEY; APEX PROTEIN INTERNATIONAL INC.; EAMONN MORGAN
Defendant
Jennifer Siemon, Sonu Dhanju-Dhillon for the Plaintiff
Michael Stuart Richards, Stephanie Kolla for the Defendant
HEARD: May 12, 2026
dES ROSIERS J.
REASONS FOR DECISION
[1] This is a motion for the determination of a question of law pursuant to r. 21.01 of the Rules of Civil Procedure.
[2] The plaintiff, (“Tri-Meats”) is a company that entered into agency agreements with the three corporate defendants, 2400153 Ontario Inc. (“240 Ontario”), Blue Mountain Provisios Inc. (“Blue Mountain”) and Corsey International Inc. (“Corsey”). The individual defendants, David Nadeau, Stacey Nadeau, Matthew Russell, Jonathan Cordeiro and Joseph Massey, are principals of the three corporations. The individual defendants signed personal guarantees for the fulfillment of the agency agreements. The agency agreements relate to the trading of raw meat commodities.
[3] The corporate defendants terminated the agency agreements at different times in 2023. Tri-Meats alleges several breaches, including breaches of fiduciary duty, conspiracy, and breaches of contracts.
[4] The defendants initially brought a motion for partial summary judgement on two issues: the enforceability of the non-competition and non-solicitation clauses in the agency agreements and the confidential nature of some information.
[5] At a case conference, Justice Leiper refused to schedule a motion for partial summary judgement because the need for a factual backdrop. Justice Leiper granted leave to schedule a motion for a determination of a question of law as to the enforceability of the non-competition and non-solicitation clauses. A timetable to schedule the motion was agreed upon by the parties.
[6] Tri-Meats submits that the question of the enforceability of the non-competition and non-solicitation clauses cannot be properly adjudicated pursuant to Rule 21 because the enforceability of such clauses depends on evidence not properly before this Court. It relies on the decision from the Supreme Court of Canada in Elsley v. Jg Collins for the proposition that the issue of enforceability of restrictive covenants must be assessed taking all circumstances into account, including the negotiating positions of the parties.
[7] Tri-Meats argues further that the motion brought pursuant to Rule 21 is misconceived because it will not shorten the trial because the allegations of breach of fiduciary duty raise similar evidentiary issues as the non-competition and non-solicitation clauses; namely, the negotiations between the parties prior to the signing of the agency agreements and the parties’ understanding of their obligations pursuant to the agency agreements.
[8] In the alternative, Tri-Meats argues that the clauses are valid.
[9] There are two issues before me:
Should this matter proceed pursuant to Rule 21?
If it is properly before me, is it plain and obvious that the clauses are unenforceable?
[10] For reasons below, I find that this cannot proceed pursuant to Rule 21 as it does not meet the conditions: evidence is necessary to determine the issue and it will not shorten the trial nor save parties any time.
Should this matter proceed pursuant to rule 21?
[11] Rule 21.01 provides:
21.01(1) A party may move before a judge,
(a) for the determination, before trial, of a question of law raised by a pleading in an action where the determination of the question may dispose of all or part of the action, substantially shorten the trial or result in a substantial saving of costs; or
(b) to strike out a pleading on the ground that it discloses no reasonable cause of action or defence, and the judge may make an order or grant judgment accordingly.
[12] In Beaudoin Estate, at para. 14, Jamal J.A. (as he then was) outlined the main principles applicable to a r. 21.01(1)(a) motion to determine a question of law. In brief,
the test is whether the determination of the issue is plain and obvious;
the pleaded facts in the statement of claim are assumed to be true unless patently ridiculous or manifestly incapable of proof; and
the statement of claim should be read as generously as possible. If the claim has some chance of success, it should be permitted to proceed.
[13] Parties agree with the proposition that rule 21.01(1) is not designed to answer questions of law where material facts are in dispute. The defendants argue that although some facts are in dispute, they are not material to the determination of the enforceability of the clauses. The defendants’ position is that the clauses speak for themselves and that the law requires that they be assessed in abstracto. The defendants’ position is that the question whether the clauses are enforceable or not depends on the precision of the language used because, to be enforceable, the clauses must be unambiguous and they must be objectively reasonable. The defendants argue that, on their face, the clauses are ambiguous and overbroad.
[14] Tri-Meats argues that the issue of the enforceability of restrictive covenants has never been resolved pursuant to a Rule 21 motion in Ontario. I am not prepared to say that Rule 21 can never be the proper vehicle for the determination of the enforceability of restrictive covenants. One can readily imagine a case where the sole issue is the alleged breach of a non-competition or non-solicitation clause in the context of an employment contract imposed by an employer. See, for example, Bertsch v. Datastealth Inc., 2024 ONSC 5593.
[15] The present case raises different issues that do require a fulsome evaluation of the facts.
[16] The scope of analysis related to the enforceability of restrictive contractual clauses is well known. Restrictive covenants are presumptively invalid because they deprive individuals of the ability to pursue their livelihood. However, in some contexts, particularly when the clauses have been negotiated and reflect a risk allocation undertaken by parties in a sophisticated contractual arrangement, courts may hold parties to their bargain.
[17] The principles are well explained by Justice Dickson in Elsley v. JG Collins:
A covenant in restraint of trade is enforceable only if it is reasonable between the parties and with reference to the public interest. As in many of the cases which come before the courts, competing demands must be weighed. There is an important public interest in discouraging restraints on trade, and maintaining free and open competition unencumbered by the fetters of restrictive covenants. On the other hand, the courts have been disinclined to restrict the right to contract, particularly when that right has been exercised by knowledgeable persons of equal bargaining power. In assessing the opposing interests the word one finds repeated throughout the cases is the word “reasonable.” The test of reasonableness can be applied, however, only in the peculiar circumstances of the particular case. Circumstances are of infinite variety. Other cases may help in enunciating broad general principles but are otherwise of little assistance.
It is important, I think, to resist the inclination to lift a restrictive covenant out of an employment agreement and examine it in a disembodied manner, as if it were some strange scientific specimen under microscopic scrutiny. The validity, or otherwise, of a restrictive covenant can be determined only upon an overall assessment of the clause, the agreement within which it is found, and all of the surrounding circumstances.
(Emphasis added) (p. 923)
[18] In Martin v. ConCreate USL Limited Partnership, 2013 ONCA 72, the Court of appeal also suggested that “reasonableness is determined in light of the circumstances existing at the time that the covenant was made. Those circumstances include the reasonable expectations of the parties about the future activities and marketplace of the business: see Tank Lining Co. v. Dunlop Industrial Ltd. (1982), 1982 CanLII 2023 (ON CA), 40 O.R. (2d) 219 (C.A.), p. 226.” (par. 54).
[19] The agency agreements are not employment contracts. They are commercial agreements that were negotiated. The defendants argue that because they are sole contractors, the law related to employment restrictive employment clauses is directly applicable to them. On the scant evidentiary record before me, it is unclear where the agency agreements negotiated between the parties are on a spectrum from employment contracts for low-level employees to partnership agreements or sales of businesses between sophisticated and equal business persons.
[20] The issue of the negotiations between the parties about the scope of their obligations is highly relevant to the issue of enforceability of the clauses. Limited evidence was provided to me as envisaged by Rule 21. It appears that the agreements were drafted by Tri-Meats. However, it is unclear whether the defendants were represented by counsel, which aspects were important to each party, and whether the impugned clauses were discussed, amended or considered in the overall bargaining between the parties. What is also unclear is the degree of supervision imposed by Tri-Meats to determine whether it aimed to negotiate employment contracts or more mutually advantageous agency or representation agreements. Finally, it appears that the principals of each corporate defendant had long experience in the meat trading business prior to entering into the agency agreements, but it is unclear what their level of familiarity with the business model offered to them by Tri-Meats was. In my view, the words of Justice Dickson, as he then was, are particularly apt in the present circumstances, one must resist the temptation to assess the clauses in abstracto, without a full understanding of the factual matrix of the contractual arrangements between the parties.
[21] The defendants argue that to rule that the issue cannot be resolved pursuant to r. 21.01 amounts to a collateral attack on Justice Leiper’s endorsement following the case conference of May 21, 2025. I disagree. It is clear that Justice Leiper left the evidentiary issues and the scope of argumentation to the motions judge.
[22] Even if the issue of the enforceability of the non-competition and non-solicitation clauses could be assessed, I would still have concerns that the adjudication of the claim for breach of fiduciary duties raises the same evidentiary issues as the issues with respect to the enforceability of the impugned clauses, namely, what the parties understood were their respective obligations and the circumstances surrounding the negotiations. It is not clear to me that any time will be saved or that the trial will be significantly shortened by a pre-trial determination of the validity of the clauses.
Conclusion
[23] The motion is dismissed.
Costs
[24] This is a case for costs being in the cause. Much is left to be decided upon a proper evidentiary basis, including the issue of the enforceability of the clauses. The defendants might be successful in their argument that the clauses are not enforceable. With a proper record, the trial judge will be able to assess whether the litigation was managed expeditiously
Des Rosiers J.
Released: July 16, 2026
CITATION: TRI-MEATS, INC. v. 2400153 ONTARIO INC. et al, 2026 ONSC 4150
COURT FILE NO.: CV-23-00705298-0000
DATE: 20260716
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
TRI-MEATS, INC.
Plaintiff
– and –
2400153 ONTARIO INC. et al
Defendant
REASONS FOR JUDGMENT
Des Rosiers J.
Released: July 16, 2026