



COURT OF APPEAL FOR ONTARIO

CITATION:
RE/MAX
    Realtron Realty Inc. v. 2458313 Ontario Inc., 2021 ONCA 715

DATE: 20211012

DOCKET: C68157

Hourigan, Huscroft and Coroza JJ.A.

BETWEEN

RE/MAX Realtron Realty Inc.

Plaintiff (Appellant)

and

2458313 Ontario Inc., 2524991 Ontario
    Corporation, Qingxin Shao also known as Newry Shao and Zoubo Gu also known as
    Steven Gu

Defendants (Respondents)

Paul Starkman and Calvin Zhang, for the appellant

Jordan Goldblatt and Victoria Wicks, for the respondents

Heard: October 8, 2021 by video conference

On appeal from the judgment of Justice Edward M. Morgan
    of the Superior Court of Justice, dated January 29, 2020.

REASONS FOR DECISION

[1]

The appellants claim for commission on the sale of a Toronto property
    was dismissed following a mini-trial, which was ordered in the context of the respondents
    motion for summary judgment. The trial judge determined that a numbered
    company, 2458313 Ontario Inc. (245), whose purchase of the property was
    terminated, and the numbered company that subsequently purchased the property,
    2524991 Ontario Corporation (252), were separate corporate entities with
    overlapping but distinct interests and people. The trial judge found, further,
    that
even if the corporate veil were pierced as the appellant
    requested, it would do no good because the people behind the two corporations
    were different. They were therefore not responsible for each others
    contractual obligations and the holdover clause in the purchase and sale
    agreement with
245 did not apply.

[2]

The appellant raises several issues on appeal that, taken as a
    whole,
essentially invite this court to retry the case. That
    is not our role.

[3]

The appellant has not established that the trial judge made
    a palpable and overriding error that would justify this courts intervention.
    The trial judge found that
245 did not include several people involved
    in 252. Those people contributed half of the funds for the acquisition of the
    property by 252, had a majority of the corporate officers, owned 50% of the
    shares, and negotiated the second agreement of purchase and sale on behalf of
    252. These findings were open to the trial judge on the record that was before
    him. The trial judge went on to apply the test set out by this court in
Yaiguaje
    v. Chevron Corp.
, 2018 ONCA 472, leave
    to appeal refused, [2018] S.C.C.A. No. 255,
and found that the
    criteria for piercing the corporate veil were not met. 252 was not a mere
    façade for 245, nor was either company nothing more than the authorized agent
    of its members. These findings reveal no error and are entitled to deference.

[4]

As to the causes of action pleaded by the
    appellant, the trial judge found that 245s intention in terminating its
    agreement of purchase and sale was not to save commission. Instead, several
    individuals who were going to invest in the purchase were concerned by the
    state of the building and were simply not satisfied with the deal, so it did
    not proceed. The appellant clearly knew of this, as its agent had participated
    in group chats about their concerns. A different group made a different offer
    using its own real estate agent. In the absence of evidence of underlying wrongdoing
    or unlawful intent, the various causes of action advanced by the appellant
    necessarily failed. We see no error in the trial judges analysis.

[5]

The motion judge awarded the respondents
    $143,931.31 in costs. He took into account that the respondents had made two
    offers to settle and had been entirely successful. He found that the appellants
    case completely missed the mark and that both the trial and the summary
    judgment motion could have been avoided had the offers to settle been accepted.
    Thus, the motion judge awarded partial indemnity costs up to the date of the
    second offer and substantial indemnity costs thereafter.

[6]

The costs award is indeed large, but the appellant has
    not established that the motion judge made an error in principle or that the
    quantum of costs is unreasonable in the circumstances,
which include the
    appellants rejection of two offers to settle. As the trial judge noted, given
    the appellants knowledge of what had occurred, it is not clear why it was
    necessary for this case to be tried.

[7]

Accordingly, the appeal is dismissed. Leave to appeal costs is denied.

[8]

The respondent is entitled to costs in the agreed amount of $20,000, all
    inclusive.

C.W. Hourigan J.A.

Grant Huscroft J.A.

S. Coroza J.A.


