Court File and Parties

Court File No.: CV-26-00003133-0000

Date: 2026-02-18

Superior Court of Justice - Ontario

Re: March Elevator Limited et al

And: Lewis et al

Before: Merritt J.

Counsel: Andrew McCoomb, David Yi, William Chalmers for the Plaintiffs

Read: February 18, 2024

Endorsement

Note this endorsement issued on February 18, 2026 contained an error in para. 7. Para. 7 has been corrected to say that the Plaintiffs have not yet served JR with a Notice of Arbitration.

Overview

[1] The Plaintiffs March Elevator Limited and 1993211 Ontario Inc. ("199") bring a motion for an urgent ex parte Mareva injunction and injunction restraining the Defendants John Robert Lewis ("JR"), Francine Teresa Lewis and FTL Distribution Inc. ("FTL") from using March's credit cards or funds and soliciting or contacting its customers or employees and restraining JR from refusing to comply with his fiduciary obligations as a director and officer and making changes to the corporate by-laws, signing authorities, minute books, or any other corporate documents of the Plaintiffs.

[2] March Elevator's business is elevator maintenance, service, repair, upgrading and modernization. 199 is the parent company of March Elevator.

[3] JR was the President and CEO of March Elevator and 199 until February 10, 2026. He is still a director of both Plaintiffs and a 25% shareholder.

[4] Ms. Lewis is JR's wife and is the Vice President of FTL.

[5] FTL was incorporated by JR and Francine as an elevator parts distributor on October 1, 2025.

[6] The Plaintiffs commenced this action on February 13, 2026 alleging breach of fiduciary duty and misappropriation of corporate opportunities, conversion of corporate funds, conspiracy, unjust enrichment, inducing breach of contract, fraud and knowing assistance and knowing receipt of funds in breach of trust.

[7] The Plaintiffs have not yet served JR with a Notice of Arbitration under the unanimous shareholder agreement ("USA") alleging breach of the USA.

[8] The Plaintiffs allege that in the past weeks they have uncovered that the Defendants, led by JR, are engaged in a scheme to steal funds and customer opportunities to enrich themselves. They say that the theft includes substantial company credit card charges for personal expenses, use of the Plaintiffs' funds to purchase supplies and pay other expenses for establishing FTL Distribution as a competing business, and the diversion of a significant business opportunity.

[9] The Plaintiffs say that the Defendants' conduct is prohibited by the USA and also that JR has breached his fiduciary duties as an officer and director. The Plaintiffs say that JR has the ability to disrupt a substantial majority of the Plaintiffs' business and has already taken steps to do so.

The Issue

[10] The issue is whether the Plaintiffs are entitled to the ex parte urgent injunctions sought.

Decision

[11] The Plaintiffs are entitled to an interim injunction restraining the Defendants or any employees of FTL Distribution Inc. (FTL) from:

1. making purchases using company credit of the Plaintiffs or otherwise using the funds of the Plaintiffs;
2. soliciting or otherwise contacting customers of the Plaintiffs; and
3. soliciting or otherwise contacting employees of the Plaintiffs.

[12] The Plaintiffs are entitled to an interim injunction restraining JR from making any changes to the corporate by-laws, signing authorities, minute books, or any other corporate document of either of the Plaintiffs and breaching his fiduciary duties as a director and officer of both Plaintiffs.

[13] The Plaintiffs must apply for an extension of these injunctions by February 27, 2026, failing which they will terminate.

[14] The Plaintiffs are not entitled to a Mareva injunction.

Background Facts

[15] In support of their motion the Plaintiff filed the affidavit of Jeffrey Sayewich. The following is a summary of Jeffrey's evidence.

[16] As set out above, until recently JR was the President and COE of the Plaintiffs.

[17] JR remains a director of both companies and owns 25% of the voting shares of 199.

[18] The other shares of 199 are owned by three groups of shareholders: (i) Michael Sayewich and Susan Sayewich, together; (ii) Matthew Sayewich (iii) Jeffrey Sayewich. Each group owns 25% of the voting shares.

[19] The USA provides that Michael, Susan, Matthew, Jeffrey, and JR are the directors of 199.

[20] The USA requires some of the shareholders including JR to devote their full time and attention to the business of March Elevator.

[21] The USA has non-competition and non-solicitation provisions that applies to all shareholders during the duration of the USA and for two years following the disposition of their shares. The provisions prohibit solicitation of customers, or taking actions that may impair relations between 199, March, and any of its suppliers or customers, or may otherwise be detrimental to the business of 199 or March.

[22] The USA restricts banking authority and requires approval of multiple directors for certain expenditures.

[23] The USA also contains requirements regarding the number of directors required for certain resolutions such as changing the number of directors, disposition of company assets, undertaking debt or entering contracts outside the ordinary course of business, material changes in the undertaking of any business or operation by the companies, acquiring another business, payment of bonuses or distribution of profits, and increasing salaries or other benefits. It also provides that that all matters not requiring unanimous or 75% shareholder consent, require a board quorum of four directors.

[24] The USA contains an arbitration clause for disputes arising under it but provides that the parties may have recourse to the courts for injunctive relief.

[25] The Plaintiffs underwent a significant transition in the latter half of 2025, as a result, in part, of Michaels' health scare. Michael and Susan resigned their roles as officers and employees of the companies, and remained as directors and investors only.

[26] JR advanced the transition and led the development of the transition documents.

[27] Michael and Susan entered into the Transition Agreement effective January 1, 2026. It provided that Susan would transition financial control over the Plaintiffs' affairs to JR.

[28] While the Transition Agreement was in progress, March Elevator learned of an opportunity to work as Canadian distributor for a large US-based elevator parts manufacturer called Wittur Group. Rather than build that opportunity within March, JR sought to develop the Wittur opportunity within a separate company, which he incorporated as FTL. FTL was incorporated the day after the Transition Agreement was made.

[29] JR discussed partnering with Jeffrey and Matthew in the development of FTL to take advantage of the Wittur opportunity separate from March Elevator; however, he eventually proceeded without either Jeffrey or Matthew, working instead with his wife, Francine Lewis, and one other individual to build that business alone.

[30] In January 2026, the shareholders of the Plaintiffs took steps to review the companies' financial information. They uncovered a pattern of financial abuse by JR, who had been taking extreme advantage of his company credit card for personal purchases including:

1. A $10,000 deposit on a boat valued at over $970,000;
2. 526 Amazon purchases totaling $43,633.66;
3. 40 electronics purchases (Best Buy, Lenovo, etc.) totaling $55,107.74;
4. 34 purchases in respect of travel and lodging, totaling $11,835;
5. Purchases of retail, clothing and luxury goods (Alo, Lululemon, Foot Locker, etc.) totaling $13,724.16;
6. 30 purchases of entertainment expenses including Canada's Wonderland and Maple Leafs tickets, and PlayStation Network and other streaming services totaling $38,629.20;
7. 20 golf-related purchases including six $500 Gold Town gift cards totaling $8,801.32; and
8. 13 purchases of furniture and housewares products (Williams Sonoma, the Brick, Wayfair, Canadian Appliance Source) totaling $18,590.68.

[31] As a matter of practice, the shareholders have been permitted to use the corporate credit cards for relatively small quantity of personal expenditures without being required to reimburse the Plaintiff. These personal expenditure have been between $2,000 and $2,500 per year. Given that March Elevator is essentially run as a family business, the shareholders have not historically monitored the spending closely. The amounts listed in the preceding paragraph far exceed the amounts historically allowed.

[32] JR also incurred a significant number of expenses using the Plaintiffs' funds to build FTL, including the NUANS search for establishing the FTL business name as part of its incorporation, and purchases of software, waste management services, printing services, marketing, painting, office supplies, and domain names.

[33] The Plaintiffs discovered a purchase agreement with Liftow for a 2021 Toyota 8FGCU25 forklift in the amount of $30,510.00, ordered in the name of March Elevator, but listing FTL's headquarters as the shipping address and a corresponding lease order confirmation for $1,028.56 per month. The Plaintiffs saw the lease payment being processed through March Elevator's account and contacted the lessor, Quest Automotive Leasing, to stop any further payments.

[34] Also, on January 16, 2026 JR shared the corporate credit card number and expiry date with his wife.

[35] On January 27, 2026, the shareholders raised concerns with JR about these issues and attempted to have a conversation. JR took an aggressive posture and referred to himself as "JR Lewis, the King of Elevators" and shouted at Susan. He then delivered a cease and desist letter demanding that she refrain from accessing company premises or otherwise reviewing company information.

[36] On February 8, 2026, JR attempted to terminate Matthew's employment and delivered to him a notice requiring him to preserve documents. On the same day JR brought private security services to the Plaintiffs' premises to prevent members of the Sayewich family from entering.

[37] The Plaintiffs' shareholders called a board meeting for February 10, 2026. JR retaliated by contacting acritical customers and apparently convincing one of them to deliver notice to the Plaintiffs that they were pausing all work with the Plaintiffs pending the resolution of governance issues within the companies.

[38] The Plaintiffs say they trying to understand the extent of the financial abuse, trying to prevent customers from leaving and working to reassure employees that their employment is not in jeopardy.

Analysis

[39] Section 101 of the Courts of Justice Act, R.S.O. 1990, c. C.43 provides the court with the jurisdiction to grant interlocutory injunctions, including Mareva injunctions. Section 101 states:

101 (1) In the Superior Court of Justice, an interlocutory injunction or mandatory order may be granted or a receiver or receiver and manager may be appointed by an interlocutory order, where it appears to a judge of the court to be just or convenient to do so.

(2) An order under subsection (1) may include such terms as are considered just.

[40] Rule 40 of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194 provides that an injunction may be obtained on motion and r. 40.02 (1) provides that an interlocutory injunction may be granted on motion without notice for a period not exceeding ten days. Rule 40 states:

40.01 An interlocutory injunction or mandatory order under section 101 or 102 of the Courts of Justice Act may be obtained on motion to a judge by a party to a pending or intended proceeding.

40.02 (1) An interlocutory injunction or mandatory order may be granted on motion without notice for a period not exceeding ten days.

[41] An interlocutory injunction may be granted ex parte where there is ""extraordinary urgency" where the delay necessary to give notice might entail serious and irreparable injury to the moving party", and "includes where there is good reason to believe that the Defendants, if given notice, will act to frustrate the process of justice before the motion can be decided…" 1910878 Ontario Inc. v. 2551204 Ontario Inc., 2020 ONSC 3415 at para 9, citing Robert Half Canada Inc. v. Jeewan.

[42] The Plaintiffs have established that there is good reason to believe that the Defendants, if given notice, will act to frustrate the process of justice. After the other shareholders confronted JR about the purchases listed above, he sent the entire business a cease and desist letter purporting to block Susan from the premises; terminated Matthew's employment; arranged for a security firm to prevent the other shareholders from entering March Elevator's offices; threatened in a letter to the Plaintiffs' counsel to diminish the value of the Plaintiffs; and contacted March Elevator's customer to inform them of the parties' dispute.

[43] In September, 2025 JR also falsified corporate records to give himself sole signing authority. Contrary to the provisions of the USA, no directors or shareholders were consulted and none consented to that resolution.

[44] There is evidence that JR removed original bank statements for the latter part of 2025 from March Elevator's file room on February 1, 2026.

[45] There is extraordinary urgency here.

[46] A Mareva injunction is an injunctive order that restrains the defendant from dissipating assets or from conveying away his or her own property pending the court's determination in the proceedings.

[47] For a Mareva injunction, the plaintiff must satisfy the requirements for an interlocutory injunction as set out in in RJR-MacDonald Inc. v. Canada (Attorney General), [1994] 1 S.C.R. 311. Typically a plaintiff must establish:

(1) a strong prima facie case;

(2) irreparable harm if the remedy for the defendant's misconduct were left to be granted at trial;

(3) the balance of convenience favours granting an interlocutory injunction;

(4) the defendant has assets in the jurisdiction; and

(5) that there is a serious risk that the defendant will remove property or dissipate assets before judgment.

Woods v. Jahangiri, 2020 ONSC 7404; Ndrive v. Zhou, 2020 ONSC 4568; Crawford v. Standard Building Contractors Limited., 2020 ONSC 687; SFC Litigation Trust (Trustee of) v. Chan, 2017 ONSC 1815 (Div Ct.); United States of America v. Yemec (2005), 75 O.R. (3d) 52 (C.A.); DeMenza v. Richardson Greenshields of Canada Ltd. (1989), 74 O.R. (2d) 172 (Div. Ct.); Aetna Financial Services Ltd. v. Feigelman, [1985] 1 S.C.R. 2; Chitel v. Rothbart (1982), 39 O.R. (2d) 513 (C.A.).

[48] For an ex parte Mareva, the plaintiff must make full and frank disclosure of all material matters within his or her knowledge. The plaintiff must give particulars of the claim against the defendant, stating the grounds of the claim and the amount thereof, and the points that could be fairly made against it by the defendant: Sibley & Associates LP v. Ross, 2011 ONSC 2951

[49] A Mareva injunction is an extraordinary remedy because as a general policy of civil procedure, a remedy that allows prejudgment execution against the defendant's assets is not favoured, but where there is a strong case that the defendant has defrauded the plaintiff, the law's reluctance to allow prejudgment execution yields to the more important goal of ensuring that the civil justice system provides a just and enforceable remedy against such serious misconduct: 2092280 Ontario Inc v. Voralto Group Inc, 2018 ONSC 2305 (Div. Ct); SFC Litigation Trust (Trustee of) v. Chan, 2017 ONSC 1815 (Div Ct); Aetna Financial Services Ltd v. Feigelman, [1985] 1 SCR 2.

[50] Where the action of a party is to be restrained or enjoined the moving party must demonstrate a serious question to be tried. In order to obtain a mandatory injunction, the moving party must establish a strong prima facie case, rather than a serious issue to be tried. A strong prima facie case means there is a strong likelihood on the law and evidence presented on the motion that, at trial, the moving party will ultimately be successful in proving the allegations: R. v. Canadian Broadcasting Corp., 2018 SCC 5, [2018] 1 S.C.R. 196, at paras. 15-18.

[51] A mandatory injunction is one that has " the effect of forcing the enjoined party to take… positive actions". The question is whether, "in substance, the overall effect of the injunction would be to require the defendant to do something, or to refrain from doing something.": Canadian Broadcasting Corp. at para 16.

[52] A strong prima facie case is one that will probably prevail at trial or is likely to succeed at trial.

[53] Irreparable harm is harm not susceptible or difficult to be compensated in damages: Manitoba (A.G.) v. Metropolitan Stores Ltd., [1987] 1 S.C.R. 110 at p. 128. Irrevocable damage to one's business is an example of irreparable harm: RJR-MacDonald at para 64.

[54] Irreparable harm involves "harm which either cannot be quantified in monetary terms or which cannot be cured, usually because one party cannot collect damages from the other": RJR MacDonald at para 64.

[55] The risk of removal or dissipation of assets can be established by inference and the defendant's prior fraudulent activities and improper conduct and the circumstances of the fraud itself including concealment, deception, evasion, and clandestine behaviour may support an inference that the defendant will remove or dispose of property: Riar v. Khudal, 2020 ONSC 6238; Electromart (Ontario) Inc v Fabianiak, 2016 ONSC 5266; Sibley & Associates LP v. Ross, 2011 ONSC 2951.

[56] Absent unusual circumstances, the plaintiff must provide the undertaking as to damages normally required for any interlocutory injunction.

[57] In this case the Plaintiffs have established a strong prima facie case of conversion of corporate funds, breach of fiduciary duty, misappropriation of corporate opportunity, conspiracy, inducement, knowing assistance/receipt and breach of the USA.

[58] The Plaintiffs have established a strong prima facie case that JR engaged in a significant amount of unauthorized personal spending on his corporate credit card, including funding the set-up costs of FTL.

[59] The Plaintiffs have established a strong prima facie case of breach of fiduciary duty. As an officer and director JR owes fiduciary duties to the Plaintiffs. There is evidence he has harmed or attempted to harm the Plaintiffs. In addition to the evidence of misappropriation of corporate funds for personal expenditures, and the other conduct directed at the other shareholders described above, JR has contacted customers to solicit their business for FTL including March Elevator's largest customer Solucore. Solucore represents approximately 70% of March Elevator's business. As a result of JR's conduct, Solucore has stated that they do not want to proceed with new commitments with March Elevator until the governance dispute is resolved.

[60] The Plaintiffs have established a strong prima facie case of conspiracy, inducement, knowing assistance/receipt. The evidence shows that JR, his wife and FTL conspired to misappropriate March Elevator's corporate opportunities for FTL. The evidence shows that the conspiracy was effected through conversion of the Plaintiffs' funds, breach of JR's fiduciary duty, and inducing JR's breach of the USA. The evidence shows that Francine and FTL have knowingly received proceeds or assets that JR converted from the Plaintiffs, or goods and services purchased with proceeds converted from the Plaintiffs. Francine both had and used March's corporate credit card without authorization. She also knew of, assisted, and benefitted from, JR's conversion of March Elevator's assets.

[61] The Plaintiffs have established a strong prima facie case that JR breached the USA including the requirement that consent of 75% of the shareholders is required for any indebtedness other than for trade payables in the ordinary course. JR also breached the USA which requires 75% of the Class A shareholders to consent to any material change in the operation of the Plaintiffs, by unilaterally terminating Matthew's employment. There is also evidence that JR breached the USA by forging a resolution that purported to give him signing authority for March Elevator's bank accounts in the absence of a properly constituted meeting and notice to the other shareholders.

[62] The Plaintiffs have established a strong prima facie case that JR breached the USA by not devoting his full time and attention to the Plaintiffs' business and devoted time to FTL.

[63] The Plaintiffs have established a strong prima facie case that JR breached the USA by starting a competing business (FTL) soliciting customers (Solucore), and taking actions that impair the Plaintiffs' relationships with their employees by notifying employees that Matthew was terminated and by sending the cease and desist letter regarding Susan's attendance at the premises to the office staff.

[64] The Plaintiffs have established that they will suffer irreparable harm if the injunction is not granted. JR oversees relationships with key consultants and contractors who are critical to March Elevator's business. The Plaintiffs estimate that $20-$23 million in annual revenue is based on relationships that JR oversees. JR has already interfered with March Elevator's relationship with Solucore. Losing this relationship, which is now on pause, would cost March as much as 70% of its revenue. The Plaintiffs say they will not survive if JR is not stopped from competing and interfering in March Elevator's relationships. I accept that losing a customer that provides 70% of the revenue would cause irrevocable damage to March Elevator's business.

[65] The Plaintiffs submit that in cases of fraud, an inference can be drawn that there is a risk of removal or dissipation of assets: Sibley & Associates LP v. Ross, 2011 ONSC 2951 at para 63.

[66] In this case I do not infer there is a risk of removal or dissipation of assets because of JR's conduct.

[67] Initially JR explored the Wittur opportunity with Jeffrey and Matthew. Jeffrey had extensive discussions with JR about incorporating an independent company for the purposes of securing and exploiting the Wittur distribution opportunity.

[68] JR and his wife, Francine came up with the name FTL Distribution, incorporated FTL on October 1, 2025, and set up an FTL email account for Jeffrey. At one point JR indicated that Jeffrey would be a 25% shareholder of FTL.

[69] The FTL expenses were charged to the Plaintiffs between October 2025 and early February, 2026.

[70] By February 8, 2026 FTL wrote to Jeffrey confirming that he was never a shareholder of FTL. Jeffrey says that up to that point his participation in FTL had been speculative and preliminary and it was then that it was apparent to him that JR was taking steps to insulate FTL, and by extension the Wittur opportunity, from him and his family.

[71] I am not saying that using the Plaintiffs' money to set up FTL was proper or that it was not fraudulent. However, Jeffrey was initially involved in pursuing the Wittur opportunity and there seems to be a lack of clarity around what if any involvement the Plaintiffs or other shareholder might have with FTL and the Wittur opportunity. It is unclear to me whether it was JR's intent to keep FTL and the Wittur opportunity from Jeffrey, the other shareholders and the Plaintiffs before February 8, 2026..

[72] It may be that JR did always intend to exclude the Plaintiffs from FTL and the Wittur opportunity and improperly used the Plaintiffs money in this endeavor; however, I do not infer from this conduct that there is a risk he will remove his assets from the jurisdiction or dissipate them for the purpose of defeating the Plaintiffs' claim.

[73] Similarly, I am not saying that the Plaintiffs' have not made out a case that JR misappropriated corporate funds by taking advantage of his company credit card for personal purchases. However, given that there was a lack of corporate oversight and the Plaintiffs previously tolerated similar conduct by Matthew, I do not infer from this conduct that there is a risk JR will remove or dissipate assets.

[74] There is no evidence that JR has taken any steps to put himself beyond the Plaintiffs' reach by removing his assets from the jurisdiction or dissipating them.

[75] I am not satisfied there is a serious risk that JR will remove property out of the jurisdiction or dissipate assets before judgment.

[76] With respect to the requested injunctions other than the Mareva, the balance of convenience favors the Plaintiffs. The Plaintiffs seek to preserve the status quo as much as possible. The Plaintiffs seek to require JR to comply with his obligations under the USA and adhere to his fiduciary duties as a director.

[77] The Plaintiffs are entitled to an injunction for ten days restraining for JR from making any changes to the corporate by-laws, signing authorities, minute books, or any other corporate document of either of the Plaintiffs and breaching his fiduciary duties as a director and officer of both Plaintiffs.

[78] The Plaintiffs are entitled to an interim injunction for ten days restraining the Defendants or any employees of FTL Distribution Inc. (FTL) from making purchases using company credit of the Plaintiffs or otherwise using the funds of the Plaintiffs; soliciting or otherwise contacting customers of the Plaintiffs; and soliciting or otherwise contacting employees of the Plaintiffs.

Merritt J.

Date: February 18, 2026