Tiffany Sillanpää

This is a costs decision following a nine-day trial in a breach of contract case concerning the distribution of proceeds from the 2012 sale of a company owned by the parties.

The plaintiff was awarded $405,199 out of a total claim of $2,319,567, representing only 18% of the amount claimed.

The plaintiff succeeded on one of three main issues (the distribution of profits after the 2012 sale) but failed on the validity/enforceability of amending agreements and the allocation of salaries.

The court awarded costs to the plaintiff as the successful party, but reduced the amount to account for the time and resources spent on unsuccessful issues.

Two business partners who built a successful commercial cleaning company and sold it for over $20 million in 2012 disputed the distribution of sale proceeds and allocation of profits.

The plaintiff challenged the validity of shareholder amending agreements signed in 2002 and 2009 that altered profit-sharing arrangements for newly established divisions.

The court found the agreements valid and enforceable but determined the defendant breached the agreements by unilaterally calculating the allocation of sale proceeds using revenue rather than profit as the basis, and by failing to involve the company's chartered accountant as required.

The court awarded the plaintiff $405,199 representing the overpayment to the defendant from the improper allocation methodology.

Claims regarding salary allocations were dismissed as statute-barred.

The court dismissed Smitten Baby Products Inc.'s action against FirstOnSite Restoration Limited (FOS), holding that FOS, as an insurance investigator retained by the insurer, did not owe a duty of care to the insured, Smitten Baby.

The decision reviews the requirements for establishing a duty of care in cases of pure economic loss, finding that Smitten Baby failed to plead facts establishing a proximate relationship or reasonable reliance.

The court also found that the statement of claim did not adequately plead causation.

Even if a prima facie duty of care could be established, policy considerations would negate it.

The motion for partial summary judgment was dismissed as moot.

The defendant Million Dollar Round Table (MDRT) brought a motion to strike the plaintiff's statement of claim against it for disclosing no reasonable cause of action, or alternatively, for dismissal due to delay.

The plaintiff alleged negligence against MDRT, a voluntary trade association, based on a fraudulent letter from a former member bearing the MDRT emblem.

The court found that the claim failed to plead sufficient material facts to establish a novel duty of care owed by MDRT to the plaintiff, particularly for pure economic loss.

Despite the defendant's delay in bringing the motion and having filed a statement of defence, the court granted the motion to strike without leave to amend, citing the futility of the claim, the plaintiff's inaction in advancing the case, and the principle of proportionality in simplified procedure actions.