The plaintiff, Business Development Bank of Canada (BDC), moved for summary judgment against VDF Wine Importers Inc. (VDF) on a loan agreement and against Natale Santelli on a personal guarantee.
VDF was noted in default.
Santelli opposed, arguing the guarantee was incomprehensible and unconscionable due to his limited education and BDC's failure to ensure independent legal advice (ILA), especially given his mistaken belief of being VDF's owner, director, or officer.
The court found no genuine issue for trial, holding that VDF breached the loan agreement and the guarantee was enforceable.
The court rejected Santelli's unconscionability and non est factum arguments, noting he was a shareholder at the time of the guarantee and his subjective understanding or subsequent discovery of his corporate role did not invalidate the clear terms of the guarantee.
BDC's internal policy on "knowing your client" was not a basis to void the guarantee.
Judgment was granted to BDC for the outstanding loan amount plus interest and costs.
