



COURT OF APPEAL FOR ONTARIO

CITATION: Jundi v. Ouaida, 2017 ONCA 415

DATE: 20170519

DOCKET: C60751

LaForme, van Rensburg and Huscroft JJ.A.

BETWEEN

Sami Osman El Jundi

Plaintiff (Respondent)

and

Bassam Ouaida
, MNP Ltd. Trustee
    of the bankrupt Andrew G. Loucks,

James Corbett, Dunnville Forest
    Products Inc.

and
447248 Ontario Limited

Defendants (
Appellants
)

AND BETWEEN

Bassam Ouaida
and
447248 Ontario
    Limited

Plaintiffs by counterclaim (
Appellants)

and

Sami Osman El Jundi
and
Lina Muskawi

Defendants by counterclaim (
Respondents)

Gabriella Varsha Deokaran, for the appellants

Thomas Arndt, for the respondents

Heard: May 15, 2017

On appeal from the orders of Justice David L. Corbett of
    the Superior Court of Justice, dated April 27 and 30, 2015, with reasons
    reported at 2015 ONSC 2529.

APPEAL BOOK ENDORSEMENT

[1]

The trial judges finding of fraudulent
    misrepresentation was not challenged on appeal. The appellant says this finding
    justified a remedy of rescission only for the parties first shareholders
    agreement. We disagree. When the trial judges reasons for judgment are read as
    a whole, the fraudulent misrepresentation finding justified rescission of all
    three agreements. In any event, even assuming that rescission because of the
    fraudulent misrepresentation was available only for the first agreement, the
    trial judges conclusion that the second and third shareholder agreements were
    unconscionable also justified a remedy of rescission. There was ample evidence
    for him to find unconscionability on this record.

[2]

The trial judges interpretation
    of shareholder agreements two and three as including an implied term to provide
    objective evidence of the value of the appellants land was reasonable and is
    entitled to deference from this court. The appellant has failed to demonstrate
    any reason to interfere with the trial judges interpretation of the parties
    contracts in all the circumstances.

[3]

Finally, there was no procedural
    unfairness here. Both the refusal of an adjournment of the trial beyond five
    days, and the decision not to admit documentary evidence that was not disclosed
    in accordance with the trial judges explicit instructions, were within the
    trial judges discretion, which was exercised in a manifestly fair manner.

[4]

For these reasons the
    appeal is dismissed. Costs to the respondents fixed at $25,000, inclusive of
    HST and disbursements.


