



COURT OF APPEAL FOR ONTARIO

CITATION: 2240802 Ontario Inc. v. Springdale Pizza Depot
    Ltd., 2015 ONCA 236

DATE: 20150409

DOCKET: C58100

Doherty, Epstein and Tulloch JJ.A.

BETWEEN

2240802 Ontario Inc., Niraj Patel,
    Riteshkumar Sheth

and Kinu Snehal Amin

Respondents

and

Springdale Pizza Depot Ltd., 2220731
    Ontario Inc., Ranjit Singh

Mahil and Dilawar Singh Khakh

Appellants

David Altshuller and Kristina Davies, for the appellants

Shane P. Murphy, for the respondents

Heard: October 30, 2014

On appeal from the judgment of Justice Susan Greer of the
    Superior Court of Justice, dated December 2, 2013.

Epstein J.A.:

[1]

This is another appeal involving the sufficiency of a franchisors
    disclosure of information to a potential franchisee. In fact, this is at least
    the third appeal this court has heard concerning whether the appellant
    franchisor, Springdale Pizza Depot Ltd., complied with its statutory disclosure
    obligations associated with the sale of a franchise.
[1]


[2]

Springdale is the franchisor of a franchise system known as Pizza Depot.
    The appellants, Ranjit Singh Mahil and Dilawar Singh Khakh, are the principals
    of Springdale. Both individuals are also directors of the company. The
    appellant, 2220731 Ontario Inc. (222), is a wholly owned subsidiary of
    Springdale. Springdale uses 222 to enter into sub-lease agreements with
    franchisees.

[3]

The respondent, 2240802 Ontario Inc. (224), is a Pizza Depot
    franchisee. The respondents, Niraj Patel, Riteshkumar Sheth and Kinu Snehal
    Amin, are the principals of 224.

[4]

In April 2010, Patel, Sheth and Amin advised Springdale that they had
    found a location for a new Pizza Depot franchise. On April 29, 2010, 222 leased
    the premises proposed by Patel, Sheth and Amin. On May 6, 2010, Springdale
    accepted the respondents as franchisees.

[5]

On May 28, 2010, pursuant to s. 5(1) of the
Arthur Wishart Act
(
Franchise Disclosure), 2000
, S.O. 2000, c. 3, Springdale provided 224
    with a disclosure document (the Disclosure Document). On June 18, 2010,
    Patel, Sheth and Amin signed the franchise agreement and, on October 8, 2010,
    they started to run their new business.

[6]

The franchise experienced financial difficulties and the respondents
    ultimately concluded the Disclosure Document was deficient. On February 16,
    2012, the respondents delivered a notice of rescission and by statement of
    claim dated May 15, 2012, they commenced an action against the appellants for
    rescission and substantial damages. By statement of defence dated July 10, 2012,
    the appellants defended the action and in April 2014, they amended their
    defence to advance a counterclaim. The respondents delivered a reply and
    defence to counterclaim dated April 17, 2014.

[7]

By notice of motion dated March 8, 2013, the respondents moved for
    partial summary judgment seeking, among other things, a declaration that the
    franchise agreement was validly rescinded and that the appellants were liable
    to them for damages.

[8]

The motion judge found that the Disclosure Document was materially
    deficient. She therefore granted partial summary judgment declaring that the Disclosure
    Document did not comply with the statutory requirements, the franchise
    agreement documents were validly rescinded, and the appellants were liable for
    damages in an amount to be determined by a Master, in accordance with the
    parties agreement.

[9]

The appellants raise two main grounds of appeal. First, they submit that
    there were material facts in dispute and other difficulties with the evidence
    such that the summary judgment procedure was not available.  Second, the
    appellants contend that the motion judge erred in finding that the disclosure
    Springdale provided was sufficiently deficient to give the respondents a right
    of rescission.

[10]

I
    would dismiss the appeal. While there was a conflict in the evidence as to the
    nature and contents of the Disclosure Document, that conflict was immaterial
    because the motion judge found that the respondents were entitled to rescission
    based on the appellants own evidence concerning the nature and extent of the
    disclosure they provided the respondents.  Further, I agree with the motion
    judge that the disclosure provided fell so far short of the clear statutory
    requirements that the respondents were entitled to rescission pursuant to s.
    6(2) of the Act.

THE STATUTORY FRAMEWORK

[11]

Section
    5 of the Act sets out franchisors disclosure obligations. It requires that a
    franchisor provide a franchise disclosure document to a prospective franchisee
    no fewer than 14 days before the earlier of the signing by the prospective
    franchisee of the franchise agreement and the payment of any consideration by
    the franchisee relating to the franchise. Section 5 also contains particulars
    pertaining to, among other things, the means for delivery of the disclosure
    document, the requirements for disclosure of material changes, and the contents
    of the disclosure document.

[12]

Section
    5(4) of the Act provides that the disclosure document shall contain:

(a)

all material facts, including
    material facts as prescribed;

(b)

financial statements as
    prescribed;

(c)

copies of all proposed franchise
    agreements and other agreements relating to the franchise to be signed by the
    prospective franchisee;

(d)

statements as prescribed for the
    purposes of assisting the prospective franchisee in making informed investment
    decisions; and

(e)

other information and copies of
    documents as prescribed.

[13]

Subsection
    5(4)(a) requires the franchisor to include all material facts in the
    disclosure document. The Act defines material fact broadly in s. 1(1) to
    include any information about the business, operations, capital or control of
    the franchisor or the franchise system that would reasonably be expected to
    have a significant effect on the value or price of the franchise to be granted
    or the decision to acquire the franchise.

[14]

Regulations
    under the Act provide further details of the disclosure the Act mandates.

[15]

Relevant
    to the issues in this case, pursuant to s. 3 of O. Reg. 581/00, every disclosure
    document shall include:

(a) an audited financial statement for the most recently
    completed fiscal year of the franchisors operations; [or]

(b) a financial statement for the most recently completed year
    of the franchisors operations, prepared in accordance with generally accepted
    accounting principles that are at least equivalent to the review and reporting
    standards applicable to review engagements set out in the
Canadian
    Institute of Chartered Accountants Handbook
; or

(c)  [Inapplicable.]

[16]

And
    s. 2 of O. Reg. 581/00 provides that every disclosure document shall contain:

5. A statement, including a description of details, indicating
    whether the franchisor, the franchisors associate or a director, general partner
    or officer of the franchisor has been found liable in a civil action of
    misrepresentation, unfair or deceptive business practices or violating a law
    that regulates franchises or businesses, including a failure to provide proper
    disclosure to a franchisee,
or if a civil action
    involving such allegations is pending against the person
. [Emphasis
    added.]

[17]

Section
    7 of O. Reg. 581/00 further provides that:

7. (1) Every disclosure document shall include a certificate
    certifying that the document,

(a) contains no untrue information, representations or
    statements; and

(b) includes every material fact, financial statement,
    statement and other information required by the Act and this Regulation.

(2)  A certificate referred to in subsection (1) shall be
    signed and dated by,

(a) in the case of a franchisor that is not incorporated,
    the franchisor;

(b) in the case of a franchisor that is incorporated and has
    only one director or officer, by that person;

(c)
in the case of a franchisor that
    is incorporated and has more than one officer or director, by at least two
    persons who are officers or directors
. [Emphasis added.]

[18]

Section
    6 of the Act provides the consequences for failing to strictly comply with the
    requirements set out in s. 5 and the regulations. These consequences include
    rights of rescission and compensation. Section 6 provides two separate time
    periods within which the franchisee can rescind:

6. (1) A franchisee may rescind the franchise agreement,
    without penalty or obligation, no later than 60 days after receiving the
    disclosure document, if the franchisor failed to provide the disclosure
    document or a statement of material change within the time required by section
    5 or if the contents of the disclosure document did not meet the requirements
    of section 5.

(2) A franchisee may rescind the franchise agreement, without
    penalty or obligation, no later than two years after entering into the
    franchise agreement if the franchisor never provided the disclosure document.

ISSUES

[19]

As
    set out above, in challenging the motion judges conclusion that the
    respondents were entitled to rescission, the appellants advance two main
    arguments. They submit that the motion judge erred by:

1.

finding that
    there was no genuine issue requiring a trial; and

2.

concluding that
    the variations between the Disclosure Document and the requirements under the
    Act were deficiencies that entitled the respondents to rescind the franchise
    agreement.

ANALYSIS

1.

Did the motion judge err in finding there was no genuine issue requiring
    a trial?

The Test for Summary Judgment

[20]

Pursuant
    to Rule 20 of the
Rules of Civil Procedure
, R.R.O. 1990, Reg. 194, the
    court shall grant summary judgment if there is no genuine issue requiring a
    trial.

[21]

At
    the time the partial summary judgment motion was heard,
Combined Air Mechanical
    Services v. Flesch
, 2011 ONCA 764, 108 O.R. (3d) 1, governed the approach
    to be taken on a motion for summary judgment.
Combined Air
established
    the full appreciation test. In applying this test, the court had to determine
    whether it was possible to fully appreciate the evidence and issues by way of
    summary judgment, or whether a trial was required.

[22]

Subsequent
    to the hearing of the motion, the Supreme Court in
Hryniak v. Mauldin
,
    2014 SCC 7, [2014] 1 S.C.R. 87,

broadened the test for summary
    judgment. Under
Hryniak
, there will be no genuine issue requiring a
    trial if the summary judgment process provides the motion judge with the
    evidence required to fairly and justly adjudicate the dispute and is a timely,
    affordable and proportionate procedure: para. 66. Even if there appears to be a
    genuine issue for trial, following
Hryniak
, the motion judge has the
    discretion to use the new fact-finding powers under rules 20.04(2.1) and (2.2)
    to avoid a trial in appropriate cases. These powers include weighing evidence,
    evaluating the credibility of a deponent and drawing reasonable inferences from
    the evidence.

The Appellants Complaints
    Regarding the Evidence

[23]

Before
    this court the appellants renew the arguments they advanced before the motion
    judge by citing various problems with the record. They point out that Sheth,
    Amin and Amins husband failed to attend for examination for the purposes of
    the hearing of the motion and that Patel failed to comply with undertakings or
    questions taken under advisement arising from his cross-examination.

[24]

I
    agree with the appellants that the motion judge erred in holding that Sheth,
    Amin and Amins husband had no obligation to be examined. Given that Sheth and
    Amin were served with notices of examination pursuant to rule 34.04, and Amins
    husband was served with a summons to witness, they were required to respond to
    attend for the purposes of being examined. As indicated by the certificates of
    non-attendance in the record before the motion judge, Sheth, Amin and Amins
    husband failed to do so. It is also true that Patel did not comply with various
    obligations arising out of his examination; however, like the motion judge, I
    note that the appellants did not pursue the remedies available to them under
    the rules.

[25]

That
    said, I do not see what relevance these problems have to the task before the
    motion judge. I agree with her view that, for the purposes of determining the
    issues raised on the motion for partial summary judgment, there was no requirement
    that the examinations take place or that Patel comply with his undertakings.  What
    was required was a record that allowed the motion judge to determine the
    disclosure the appellants provided so she could evaluate the extent to which it
    met the requirements under the Act. As I have previously noted, in determining whether
    the disclosure the appellants provided met the statutory requirements, the
    motion judge relied on the appellants evidence concerning what was contained
    in the disclosure. In my view, by approaching the issue in this way, the motion
    judge had the evidence she needed.

[26]

The
    appellants also contend that the motion judge made a number of evidentiary
    errors.

[27]

The
    appellants submit, for example, that the motion judge erred by drawing an inference
    against them based on their involvement in other proceedings concerning
    allegations of improper disclosure. The appellants further argue that the
    motion judge failed to identify the basis upon which she found that the
    respondents were not provided with proper business information about
    Springdales operations. The appellants also submit that the motion judge erred
    in finding that there was no evidence that they did any research relating to
    the proposed new franchise location.

[28]

I
    do not agree that the motion judge misapprehended the evidence. The motion
    judge did not infer that the Disclosure Document was deficient because the
    appellants had been involved in other summary judgment motions in which allegations
    had been made that they did not meet their disclosure requirements under the
    Act. Rather, at para. 60 of her reasons, the motion judge merely observed that Springdale
    had previously been found to have failed to meet its disclosure obligations
    under the Act.  I do not read the motion judges reasons as implying that she
    drew any inference from these other proceedings.

[29]

Further,
    the motion judge did not err in finding that there was no evidence that the
    appellants did any research about the respondents proposed franchise location.
    As the appellants say in para. 35(f)(iv) of their factum, there was no
    evidence either way before her on this issue.  The record demonstrates that
    this is correct.  And, in my view, no evidence going either way means no
    evidence.  In any event, the motion judges observation in this respect is of
    little moment as it does not appear to have influenced her analysis.

[30]

Finally,
    the appellants attach considerable weight to the fact that with respect to what
    was in the Disclosure Document, Patels evidence conflicted with Mahils
    evidence and Mahil was not cross-examined. The difficulty with this submission
    is that the motion judge considered whether the respondents were entitled to
    rescission based on the disclosure that the appellants admit to having provided.
    By proceeding in this fashion the motion judge rendered the conflict in the
    evidence on this point immaterial.

Dealing with Rescission by way of Summary Judgment Was
    Appropriate

[31]

Based
    on the above analysis, I am of the view that the motion judge correctly applied
    the
Combined Air
test in concluding that the issue of the respondents
    right to rescission could be resolved by way of summary judgment.

[32]

Under
    either the
Combined Air
test or the
Hryniak
test, the
    circumstances here are such that the summary judgment process provided the
    motion judge with the evidence required to effectively adjudicate the dispute.
    A trial was not required.

[33]

Neither
    the respondents damages claim nor the appellants subsequent counterclaim
    detract from my conclusion that dealing with the issue of whether the
    respondents were entitled to rescission by way of partial summary judgment was appropriate.

[34]

From
    a practical perspective, I note that the parties themselves agreed that the
    issue of damages would be resolved before a Master and that the counterclaim
    was commenced after the motion was heard and decided.

[35]

Moreover, dealing with the discrete matter of the
    respondents right to rescission by way of summary judgment allowed the motion
    judge to expeditiously resolve an important issue, thereby benefiting the
    parties by narrowing their dispute and potentially paving the way to settlement
    on the remaining issues. This approach resonates with the spirit of
Hryniak
:
    see especially para. 60.

2.

Did the motion judge err in concluding that the variations between the Disclosure
    Document and the requirements under the Act were deficiencies that entitled the
    respondents to rescind the franchise agreement?

[36]

To
    answer this question, I first canvass the three main disclosure deficiencies
    the motion judge identified. I then outline the legal consequences of these
    deficiencies.

[37]

As
    mentioned above, I agree with the motion judges conclusion that the
    appellants failure to meet the statutory disclosure obligations gave the
    respondents the right to rescind the franchise agreements.

Disclosure Deficiencies

(i) The Financial Statements

[38]

The
    motion judge found that the financial statements appended to the Disclosure Document
    did not comply with the Acts requirements. She noted that the form containing
    the financial statements is entitled SPRING DALE (sic) PIZZA DEPOT LTD.
    Financial Statements March 31, 2009 (Unaudited). The Notice to Reader on the
    front page contains cautionary language: We  have  not  audited, reviewed or
    otherwise attempted to verify the accuracy or completeness of such information.
    Accordingly, readers are cautioned that these statements may not be appropriate
    for their purposes.

[39]

The
    motion judge held that these notes meant that the preparer of the statements
    did not verify anything. She went on to identify an obvious error in the
    statements concerning the amount indicated for accumulated depreciation and
    concluded that the individual who prepared the statements did not carefully
    read either the statements or the regulations governing their preparation. The
    motion judge therefore held that the financial statements did not comply with
    either s. 3(1)(a) or 3(1)(b) of O. Reg. 581/00, reproduced above, and were
    deficient.

[40]

The
    appellants submit that just because the financial statements are unaudited or
    fail to meet a review engagement standard, they are not necessarily deficient under
    the Act.

[41]

I
    do not agree. Section 3(1) of O. Reg. 581/00 provides that every disclosure
    document shall include  an audited financial statement or a financial
    statement  prepared in accordance with generally accepted accounting
    principles that are at least equivalent to the review and reporting standards
    applicable to review engagements set out in the
Canadian Institute of
    Chartered Accountants Handbook
. The regulation is clearly worded and it
    is mandatory. The financial statements contained in the Disclosure Document did
    not meet either standard and were therefore deficient.

(ii) The Certificate

[42]

The
    motion judge also found that the appellants failed to meet their obligations
    under s. 7 of O. Reg. 581/00, reproduced above. This section provides that if,
    as here, the franchisor is incorporated and has more than one officer and
    director, the disclosure document shall include a certificate, signed and dated
    by at least two individuals who are officers and directors of the franchise,
    certifying that the document is true and includes all information required by the
    Act.

[43]

The
    Disclosure Document contained a certificate signed on May 28, 2010, solely by
    Mahil. The motion judge rejected the appellants effort to correct this
    deficiency by producing, in its responding materials, a second certificate
    purportedly signed by Khakh on May 28, 2010. The appellants argue that the
    motion judge erred by disregarding Mahils evidence that two certificates were,
    in fact, signed the same day.

[44]

Even
    if I were to accept this argument it does not assist the appellants as the
    regulation is clearly worded. Section 7 mandates one certificate, not two. If
    Khakh did indeed sign a certificate on May 28, 2010, the requirements set out
    in s. 7 would still not be satisfied.

(iii) The Ongoing Litigation

[45]

At
    the time the appellants provided the Disclosure Document to the respondents,
    another franchisee was involved in ongoing litigation against Springdale for
    rescission based on deficient disclosure. The motion judge noted that, on the
    appellants evidence about what was disclosed, their disclosure did not make
    any reference to this litigation. Further, the franchisee that commenced the
    rescission litigation was not identified in the list of former franchisees
    appended to the Disclosure Document. Finally, at para. 52 of her reasons, the
    motion judge observed that had proper financial statements been prepared, this
    ongoing litigation would have appeared as a contingent liability in a footnote
    to the statements.

[46]

The
    appellants rely on Mahils evidence that information about other franchisees was
    provided in the Disclosure Document and that its inclusion was acknowledged by
    the respondents in the receipt they signed. This point, however, fails to
    address the more serious omission  the ongoing litigation the disclosure of
    which is necessary pursuant to s. 2(5) of the regulations.

[47]

Moreover,
    the ongoing litigation falls within the category of information about the
    business that, in my view, would reasonably be expected to have a significant
    effect on a prospective franchisees decision to purchase the franchise.  As
    such, this information amounted to a material fact that, pursuant to s. 5(4)(a)
    of the Act, had to be disclosed.  It was not.  This was another aspect of the appellants
    statutory disclosure obligations that required the appellants to disclose the
    ongoing litigation and that was not met by their failure to do so.
Consequences of the Disclosure Deficiencies

[48]

To
    order rescission under s. 6(2), the motion judge had to be satisfied that the
    Disclosure Document was so defective that it effectively amounted to no
    disclosure. If, on the other hand, the disclosure deficiencies merely amounted
    to imperfect disclosure, it was too late for the respondents to rescind the
    franchise agreement.

[49]

Having
    identified deficiencies in the Disclosure Document, the motion judge then went
    on to conclude that the respondents were entitled to rescission under s. 6(2)
    of the Act on the basis of these deficiencies. She wrote:

[61] The
Act
, itself, is in many ways consumer
    protection legislation. Franchisors are expected to comply with it and its
    Regulations. It is remedial legislation, which the Court may broadly apply. In 
    examining  what  deficiencies  are  sufficiently  material  to  conclude  that 
    the Disclosure  Document fails to  satisfy the substantial requirements of the
Act
,  Mr.  Justice Wilton-Siegel in
Sovereignty Investment
    Holdings, Inc. v. 9127-6907 Quebec Inc.
, [2008] O.J. No. 4450 (S.C.J.)
    found, in para.15 that out of 19 deficiencies in the case before him, there
    were at least 4 such  deficiencies  in  the  disclosure  provided,  each  of 
    which,  on  its  own,  is  fatal  to  the Franchisors  assertion  that  it 
    complied  with  the  requirements  of the
Act
to  deliver a
    disclosure document.

[62] One  of those  flaws  is  one  of the  same  fatal
    deficiencies  in  the  case  before me. The Financial Statements provided by
    the Franchisor did not comply with the
Act
, as earlier noted by me. 
    As well, as in this case, the documents provided were not collected in a single
    document. As  well,  the Certificate provided  did  not comply with S.7 
    Regulations and  the list of names of other  franchisees  and  the  status  of 
    what  happened  to  them  was  not  part  of  the  Disclosure Document  received
    by the Plaintiffs.

[63] In  my  view,  none  of  the  deficiencies  noted  above 
    are  so  minor  that  they  would  not qualify.   They are major deficiencies.
    There were other minor deficiencies, as noted by me. The Financial 
    disclosure,  in  my  view,  must  comply  with  the
Act
,  in  every 
    respect. To  have  a bookkeeper  prepare  a  statement  from  the  figures 
    provided  by  the  Franchisor,  without  any documents  being  examined  or 
    verified,  with  errors in its transcription and  no  Notes at the end about 
    on-going  or  pending  litigation,  does  not  give  the franchisee a true
    financial picture. See also:
Melnychuk v. Blitz Limited
, 2010 ONSC
    566 at pp. 6 and 7.

[50]

I
    see no error in the manner in which the motion judge applied the law to the
    deficiencies apparent from the record or in her conclusion that the Disclosure Document
    was materially deficient.

[51]

In
4287975 Canada Inc. v. Imvescor Restaurants Inc.
, 2009 ONCA 308, 98
    O.R. (3d) 187, at para. 43, this court identified the distinction between
    imperfect disclosure and disclosure that is so deficient as to amount to no
    disclosure at all as follows: if the disclosure document that is provided
    turns out to be
materially deficient
, then no
    disclosure will be found to have been made (emphasis added).

[52]

The
    remedies for failure to comply with the strict disclosure requirements are
    intended to redress abuses by franchisors. As noted by MacFarland J.A. in
1490664
    Ontario Ltd. v. Dig This Garden Retailers Ltd.
(2005), 256 D.L.R. (4th)
    451 (C.A.), at para. 12, it is evident that the thrust of the Act is to set
    standards for adequate disclosure and to create significant penalties for
    failing to meet those standards.

[53]

I
    now turn to the disclosure deficiencies that have been identified in this case.

[54]

I
    start with the financial statements contained in the Disclosure Document. 
    There are three different levels of engagement associated with the presentation
    of financial statements. The most reliable level is known as an audit
    engagement.  At this level a chartered accountant performs an independent verification
    of the numbers provided by management. The second most reliable level is known
    as a review engagement. At this level a chartered accountant verifies the
    numbers provided by management to satisfy himself or herself that they are
    reasonable.  The third level is known as a compilation engagement.  At this
    level the chartered accountant essentially organizes the numbers provided by
    management.  Significantly, the accountant provides no assurance as to the
    accuracy or reliability of the numbers. Essentially, a compilation engagement
    requires nothing more than formatting financial information.

[55]

Sections
    3(1)(a) and 3(1)(b) of O. Reg. 581/00 specify that the financial statements that
    must be contained in a disclosure document be prepared in accordance with either
    the audit engagement standard or the review engagement standard.

[56]

The
    Act is designed to address the perceived imbalance of power in the
    franchisor/franchisee relationship. The Acts purpose is to protect both
    prospective franchisees and those already parties to a franchise agreement. This
    goal is achieved, in part, through the obligation imposed on franchisors to
    provide disclosure, the right given to the franchisee to rescind the franchise
    agreement in the absence of proper disclosure, and the franchisees right of
    action for damages based on a franchisors failure to comply with the
    disclosure requirements.

[57]

The
    Act must be interpreted in a manner that advances this purpose. Prospective
    franchisees, often lacking in business experience (such as Patel, Sheth and
    Amin), must be able to rely on the information they are given  particularly
    information relating to the franchisors financial circumstances.  Providing a
    prospective franchisee with financial information about the franchisor that has
    been independently verified is more than a technicality. It is a foundational
    part of disclosure.

[58]

In
    my view, the failure to provide financial statements in accordance with s. 3(1)
    of the regulations  in other words, statements that have been independently
    verified to an audit engagement or review engagement level  by itself
    constitutes a material deficiency.

[59]

The
    other two deficiencies discussed above  the failure to include reference to
    the ongoing litigation in which a franchisee was claiming rescission based on
    deficient disclosure and the failure to provide a certificate in accordance
    with the Act  serve to strengthen the conclusion that the respondents
    disclosure was not just deficient but materially deficient such that it
    amounted to no disclosure under s. 6(2) of the Act.

CONCLUSION

[60]

I
    would not interfere with the motion judges decision to allow this matter to be
    determined by way of summary judgment. By assessing the sufficiency of
    disclosure based on the appellants evidence of what was disclosed to the
    respondents the motion judge identified undisputed deficiencies in the disclosure. 
    From that vantage point the motion judge had no difficulty concluding that the
    appellants disclosure was so deficient as to amount to no disclosure and that
    the respondents were therefore entitled to rescission. I agree.

DISPOSITION

[61]

I
    would dismiss the appeal. In accordance with the parties agreement, the
    respondents are entitled to their costs of this appeal fixed in the amount of
    $5,000 including disbursements and applicable taxes.

Released: April 9, 2015 (DD)

Gloria
    Epstein J.A.

I
    agree Doherty J.A.

I
    agree M. Tulloch J.A.





[1]
See
2147191 Ontario Inc. v. Springdale Pizza Depot Ltd.
, 2015 ONCA 116,
    2015 CarswellOnt 2261; see also
2189205 Ontario Inc. v. Springdale Pizza
    Depot Ltd.
, 2011 ONCA 467, 336 D.L.R. (4th) 234.


