



COURT OF APPEAL FOR ONTARIO

CITATION: Wangdah Material Toronto Ltd. v.
    1691530 Ontario Ltd., 2020 ONCA 28

DATE: 20200120

DOCKET: C66457

Gillese, Rouleau and Fairburn
    JJ.A.

BETWEEN

Wangdah Material Toronto Ltd. and Qing Chen

Applicants (Appellants)

and

1691530
    Ontario Ltd.

Respondent (Respondent)

AND BETWEEN

1691530 Ontario Ltd.

Applicant
    (Respondent)

and

Wangdah Material Toronto Ltd. and Qing Chen

Respondents
    (Appellants)

Qing Chen, acting in person

Robert Wood, for the respondent

Heard: January 13, 2020

On
    appeal from the judgment of Justice Thomas Lederer of the Superior Court of
    Justice, dated December 27, 2018, with reasons reported at 2018 ONSC 7714.

REASONS FOR DECISION


I.

BACKGROUND

[1]

The parties were involved in purchasing vehicles
    and exporting them to China. The appellants would arrange to purchase vehicles
    and pay deposits for them. On a vehicle-by-vehicle basis, the respondent would agree
    with the appellants to take over the agreement of purchase and sale. Once the
    vehicles were sold in China, the respondent would pay the appellant, Mr. Chen, a
    commission based on the profits from the sale.

[2]

The appellants purchased two vehicles with the
    respondents money but refused to deliver those vehicles to the respondent for
    export. Instead, the appellants sold them to a third party and kept the
    proceeds. This resulted in the respondent refusing to do further business with
    the appellants. At the time that the respondent severed the relationship
    between the parties, the appellants had paid deposits on 63 vehicles which had
    not yet been delivered to the respondent.

[3]

The respondent brought an application seeking
    compensation for the conversion of the two vehicles sold by the appellants to a
    third party. The appellants commenced a counter-application alleging breach of
    contract and seeking to set off against the amounts claimed for conversion damages
    for, among other things, the unpaid deposits, unpaid commissions, and various allegedly
    improper deductions.

[4]

This matter was the subject of lengthy case
    management discussions. Ultimately, the parties agreed upon the amount of money
    that was subject to the claim of conversion arising from the improper sale of
    the two vehicles to the third parties. That amount was reduced by amounts that
    the respondent agreed it owed the appellants for commissions and HST. After
    these calculations, the respondent claimed it should recover $79,159.81 for the
    conversions.

[5]

The appellants maintained that this amount
    should be further reduced by the value of the deposits on the 63 vehicles,
    improperly deducted administrative fees, and improper capital interest deductions.

[6]

The applications were determined by way of
    summary trial pursuant to r. 38.10 of the
Rules of Civil Procedure
, R.R.O.
    1990, Reg. 194.


II.

THE DECISION BELOW

[7]

The trial judge found that there was no
    overarching contract governing a consistent and continuing business
    relationship between the parties. Rather, he concluded that there were a series
    of individual and independent contracts between the parties which were entered
    into on a vehicle-by-vehicle basis. The trial judge concluded that the parties
    had not yet entered into agreements in relation to the 63 vehicles at issue by
    the time the respondent refused to do any further business with the appellants.
    In the absence of an overarching contract, he held that there was no obligation
    on the respondent to take any of the vehicles on which the appellants had
    placed deposits.

[8]

The trial judge also concluded that the set-off
    claim relating to the administrative fees and capital interest payments could
    not succeed. Administrative fees of this type were commonplace in arrangements
    such as those existing here and the interest payments arose from the
    respondents need to obtain financing to cover costs of vehicles and shipping
    before the sales were complete. The appellants were aware of those costs and
    the need to contribute to administration costs and the interest payments
    arising from the financing.

[9]

Accordingly, the trial judge concluded that the
    appellants had no right to be reimbursed for the unpaid deposits or the administration
    fees and interest charges. Those amounts could not be set-off against the money
    realized by the appellants through the conversion of the two vehicles. The
    appellants were ordered to pay the respondent $79,159.81.


III.

ISSUES ON APPEAL

[10]

The appellants challenge the trial judges
    decision to dismiss their breach of contract claims and object to the factual
    findings made by the trial judge. The standard of review for factual findings and
    questions of contractual interpretation is one of palpable and overriding
    error. The appellants have shown no basis upon which to interfere with those
    findings. An appeal is not a second trial. There was evidence supporting each
    one of the trial judges factual conclusions and we defer to them.

[11]

The appellants also claim that the respondent
    falsified the agreements which formed the basis of the conversion claim. They
    argue that the trial judge inappropriately stopped him from exploring that
    matter during the cross-examination of the respondent. We see no error on the
    part of the trial judge. The documents in question were irrelevant to the
    issues to be decided at trial. The conversion claim had already been determined
    during the case management phase of the proceedings. Liability for conversion
    had been admitted by the appellants, as reflected in the case management
    judges endorsements.

[12]

The appellants also suggest that there is a
    reasonable apprehension of bias on the part of the trial judge. We see nothing to
    support this suggestion. To the contrary, the record reveals that the trial
    judge presided over this matter in a patient and fair way, one that ensured
    meaningful access to justice for a self-represented litigant.


IV.

DISPOSITION

[13]

The appeal is dismissed. The appellants shall
    pay costs fixed in the amount of $14,000 all inclusive to the respondent.

Eileen E. Gillese J.A.

Paul Rouleau J.A.

Fairburn J.A.


