Civil Practice and Procedure – Pleadings - Amendment
Plaintiff commenced action for 50 per cent ownership of corporate defendant and order that either defendant purchase plaintiff’s 50 per cent share . Plaintiff made alternative claims for damages for breach of contract and unjust enrichment, repayment of loans plus interest and payment of back wages. Order granted following summary judgment motion by defendants provided that only claims for ownership interest in corporation and unpaid back wages proceed to trial . Plaintiff brought motion to amend statement of claim to add alternative claim for 33.3 per cent ownership interest in corporation pursuant to share purchase agreement, adding designation as creditor of corporation and details of loan . Motion judge denied plaintiff’s leave to amend statement of claim to seek 33.3 percent interest in corporation but granted leave to amend claim to add and/or creditor to claims under oppression remedy. Plaintiff appealed . Appeal allowed. Proposed amendments did not constitute new cause of action . In suggesting that 1996 SPA, 1996 escrow agreement and 1997 SPA were pled solely as background to 50% ownership interest claim, motion judge failed to appreciate that plaintiff had explicitly asserted claims for breach of contract and breach of trust in relation to those agreements. Plaintiff’s requested amendments did not assert new cause of action, but rather requested alternative relief flowing from defendant’s alleged breach of 1996 SPA, 1996 escrow agreement and 1997 SPA. It was inconsistent for motion judge to have granted leave to allow plaintiff to plead entitlement to return of shares in escrow, while denying amendment to plead that he remained 33% shareholder as those pleadings were fundamentally interrelated . It was only necessary to determine whether limitation period had expired in respect of proposed amendments if amendments asserted new cause of action.
Klassen v. Beausoleil (2019), 2019 CarswellOnt 7527, 2019 ONCA 407, K. van Rensburg J.A., M.L. Benotto J.A., and A. Harvison Young J.A. (Ont. C.A.); reversed (2018), 2018 CarswellOnt 14661, 2018 ONSC 5237, D.A. Broad J. (Ont. S.C.J.).
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