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COURT OF APPEAL FOR ONTARIO

CITATION: Extreme Venture Partners Fund I LP
    v. Varma, 2022 ONCA 5

DATE: 20220106

DOCKET: C67057, C67062, C67364, C67376

Hourigan, Huscroft and Coroza
    JJ.A.

BETWEEN

DOCKET: C67057

Extreme
    Venture Partners Fund I LP, EVP GP Inc.,

Ravinder
    Kumar Sharma, Imran Bashir, and Kenneth Teslia

Plaintiffs/Defendants by
    Counterclaim

(Respondents)

and

Amar
    Varma, Sundeep Madra, Varma Holdco Inc.
,


Madra
    Holdco Inc.
,
Chamath Palihapitiya, El Investco I
    Inc.
,

Extreme
    Venture Partners Annex Fund I LP, and EVP GP Annex Fund I Inc.

Defendants/
Plaintiffs by
    Counterclaim

(
Appellants
/
Respondents
)

AND BETWEEN

DOCKET: C67062

Extreme
    Venture Partners Fund I LP, EVP GP Inc.,

Ravinder
    Kumar Sharma, Imran Bashir, and Kenneth Teslia

Plaintiffs/Defendants by
    Counterclaim

(Respondents/Appellants by
    Cross-Appeal)

and

Amar
    Varma, Sundeep Madra, Varma Holdco Inc.
,


Madra
    Holdco Inc.
, Chamath Palihapitiya, El Investco I
    Inc.,

Extreme
    Venture Partners Annex Fund I LP,

EVP GP Annex
    Fund I Inc., Cassels Brock & Blackwell LLP, and

Seven
    Hills Group LLC

Defendants/Plaintiffs by
    Counterclaim

(
Appellants/Respondents by Cross-Appeal
)

AND BETWEEN

DOCKET: C67364

Extreme
    Venture Partners Fund I LP, EVP GP Inc.,

Ravinder
    Kumar Sharma, Imran Bashir, and Kenneth Teslia

Plaintiffs/Defendants by
    Counterclaim

(Respondents)

and

Amar
    Varma, Sundeep Madra, Varma Holdco Inc.
,


Madra
    Holdco Inc.
, Chamath Palihapitiya, El Investco I
    Inc.,

Extreme
    Venture Partners Annex Fund I LP,

EVP GP Annex
    Fund I Inc., Cassels Brock & Blackwell LLP, and

Seven
    Hills Group LLC

Defendants/Plaintiffs by
    Counterclaim

(
Appellants
)

AND BETWEEN

DOCKET: C67376

Extreme
    Venture Partners Fund I LP, EVP GP Inc.,

Ravinder
    Kumar Sharma, Imran Bashir And Kenneth Teslia

Plaintiffs (Respondents)

and

Amar Varma,
    Sundeep Madra, Varma Holdco Inc.,

Madra Holdco
    Inc.,
Chamath Palihapitiya, El Investco I Inc.
,

Extreme
    Venture Partners Annex Fund I LP,

EVP GP Annex
    Fund I Inc., Cassels Brock & Blackwell LLP, and

Seven
    Hills Group LLC

Defendants (
Appellants
)

Jonathan Lisus, Crawford Smith, Nadia
    Campion, Vlad Calina and John Carlo Mastrangelo, for the appellants Amar Varma,
    Sundeep Mandra, Varma Holdco Inc. and Madra Holdco Inc.

Andrew Brodkin, David E. Lederman and
    Daniel Cappe, for the appellants Chamath Palihapitiya and El Investco 1 Inc.

Won J. Kim, Megan B. McPhee, Aris
    Gyamfi and Rachael Sider, for the respondents

Heard: in writing

On appeal from the orders of Justice
    Barbara A. Conway of the Superior Court of Justice, dated May 14, 2019, July
    24, 2019, and February 4, 2020, and the judgment of Justice Barbara A. Conway
    of the Superior Court of Justice, dated May 14, 2019.

COSTS ENDORSEMENT

[1]

The Respondents − Extreme Venture Partners
    Fund I LP, EVP GP Inc., Ravinder Kumar Sharma, Imran Bashir, and Kenneth Teslia
    − were successful in resisting an appeal commenced by Amar Varma and
    Sundeep Madra, along with their respective holding companies, Varma Holdco Inc.
    (Varma Holdco) and Madra Holdco Inc (Madra Holdco), collectively the
    "Varma/Madra Appellants." They were also successful on the appeal
    commenced by Chamath Palihapitiya and his holding company, El Investco 1 Inc., collectively
    the Palihapitiya Appellants. In addition, the Respondents succeeded on their
    cross-appeal.

[2]

As the successful parties, the Respondents are
    entitled to their costs. They seek their costs of the appeals and cross-appeal
    on a substantial indemnity basis. However, in our view, there was nothing in
    the way this matter proceeded in this court that would justify an award of
    costs on a higher scale.

[3]

We fix the total costs of the appeals and cross-appeal
    on a partial-indemnity basis in the all-inclusive amount of $300,000. The Palihapitiya
    Appellants shall pay $150,000 of the total costs award and the Varma/Madra
    Appellants shall also pay $150,000 of the total costs award. Order to go
    accordingly.


C.W.
    Hourigan J.A.

Grant
    Huscroft J.A.

S.
    Coroza J.A.



