So- called "admission" was not clear one, when answer was read in context

Agreement arose between respondent individual plaintiff K and corporate plaintiff as result of promises made by individual appellant L on behalf of group of companies, including corporate appellants. L was alleged to have promised, in his capacity as chairman and directing mind of those companies, that respondents would receive five per cent ownership in those companies for work done that was additional to work under consulting agreement. Shares were never provided. K and his consulting company brought action against L and related companies, including appellant American companies, for damages for wrongful dismissal and relief from oppression. Appellants brought motion for stay of action as against them for want of jurisdiction or as abuse of process, or, along with employer, for order striking portions of statement of claim. Although motion was granted in part, master found that there was no dispute that ownership agreement had been formed and breached in Ontario, so there was presumptive connecting factor to Ontario. Appellants appealed. Appeal dismissed. Appellants relied on what they said was admission from K on cross–examination that promise of shares arose from consulting agreement, which included entire agreement clause. Appellants were not parties to that agreement. Pleading claimed oral contract was made in Ontario on behalf of appellants and other related corporations. K gave evidence of multiple promises of L, and work done in reliance on promises in Ontario. Appellants led no evidence from L to refute this. So- called “admission” was not clear one, when answer was read in context. At that point in cross–examination, K was being asked about his claims against another company, not appellants. Later, he explained claims that were made against appellants, referencing promises made by L as basis for claims. Given that test is “good arguable case” that there is jurisdiction in Ontario, there was no error by master. In particular, she did not err in her characterization of dispute. While there was oppression claim, respondents also claimed damages for breach of ownership agreement and tracing remedy against appellants.

Keselman v. Marktech Services Inc. (2020), 2020 CarswellOnt 644, 2020 ONSC 487, Swinton J. (Ont. Div. Ct.); affirmed (2019), 2019 CarswellOnt 7548, 2019 ONSC 2934, Master P. Tamara Sugunasiri (Ont. S.C.J.).

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