



COURT OF APPEAL FOR ONTARIO

CITATION: Colenbrander v. Savaria Corporation, 2018 ONCA 1057

DATE: 20181219

DOCKET: C61805

Juriansz, Brown and Roberts JJ.A.

BETWEEN

Anthony
    Colenbrander, Karen Colenbrander and

Colenbrander
    Enterprises Canada Inc.

Plaintiffs/Defendants by counterclaim

(Respondents)

and

Savaria Corporation

Defendant/Plaintiff by counterclaim

(Appellant)

Ryan A. Morris, for the appellant

H. Richard Bennett, for the respondents

Heard: December 4, 2018

On appeal from the orders of Justice Janet Wilson of the Superior
    Court of Justice, dated February 2, 2016 and June 29, 2018.

APPEAL BOOK ENDORSEMENT

[1]

Even if the appellant had terminated the respondents status as a
    consultant, the motion judge found it breached its obligation under Québec law
    to execute the contract in good faith by failing to ensure the respondent had some
    qualifying status under the stock option agreement that would have entitled him
    to exercise the irrevocable stock options or consider other alternatives that
    would preserve his qualifying status. This conclusion was supported by the
    expert opinion of the Honourable Mr. Dalphond. The motion judge was entitled to
    prefer his opinion and provided adequate reasons for doing so.

[2]

The appellant argued the remedy was governed by Ontario law. The Option
    Agreement states it is governed by Québec law. On our reading all the experts
    were of the opinion Québec law applied. The remedy granted was for the breach
    of the good faith obligation in Québec law.

[3]

Based on the pleadings and the evidence before her, we are not persuaded
    the motion judge erred by applying Québec law and granting the remedy
    appropriate in Québec law.

[4]

The appeal is dismissed.

[5]

Costs are fixed in the amount of $25,000.00 all inclusive.


