IN THE SUPREME COURT OF BRITISH COLUMBIA  
Citation:  
Hucul v. GN Ventures Ltd.,  
2022 BCSC 144  
Date: 20220131  
Docket: S-201524  
Registry: Vancouver  
Between:  
Kelly Hucul  
Plaintiff  
And  
GN Ventures Ltd.  
Defendant  
Before: The Honourable Justice Marzari  
Reasons for Judgment  
Counsel for Plaintiff:  
M.B. Funt  
H. Yu  
Counsel for Defendant:  
Place and Dates of Trial:  
S.J. Evans  
A. Hefford, Articled Student  
Vancouver, B.C.  
October 18-22, 25-29,  
November 1-5, 2021  
Place and Date of Judgment:  
Vancouver, B.C.  
January 31, 2022  
Hucul v. GN Ventures Ltd.  
Page 2  
Table of Contents  
INTRODUCTION ....................................................................................................... 3  
ISSUES...................................................................................................................... 6  
BRIEF CONCLUSION............................................................................................... 7  
BACKGROUND AND FACTUAL FINDINGS............................................................ 9  
The June 2017 Meeting .................................................................................... 11  
Timing of Share Issuance ................................................................................. 14  
Early Acquisition Efforts.................................................................................... 15  
Ravine Trading/GN Ventures............................................................................ 16  
Later Acquisition Efforts.................................................................................... 17  
Early Investments ............................................................................................. 18  
Draft Written Agreements ................................................................................. 19  
Employment...................................................................................................... 21  
Mr. Hucul’s Activities Post-April 2018 ............................................................... 25  
Sale of Mr. Hucul’s Interest in GN Ventures ..................................................... 28  
GN’s Activities Post-March 2018 ...................................................................... 30  
DETERMINATION................................................................................................... 34  
A. Was an Oral Contract Formed in June 2017?............................................... 34  
Parties’ Positions .............................................................................................. 37  
Findings on Contract Formation........................................................................ 44  
Intention to Contract...................................................................................... 45  
Essential Terms ............................................................................................ 46  
B. Did GN Become a Party to the Contract?...................................................... 49  
Findings on GN as a Party to the Contract ....................................................... 51  
C. Did GN Continue to Owe Contractual Obligations to Mr. Hucul? .................. 56  
D. What Damages would Mr. Hucul be Entitled to in Breach of Contract? ........ 57  
E. Was GN Unjustly Enriched?.......................................................................... 60  
Parties’ Positions on Unjust Enrichment & Quantum Meruit ............................. 60  
Law................................................................................................................... 62  
Findings on Unjust Enrichment & Quantum Meruit........................................... 66  
CONCLUSION......................................................................................................... 69  
Hucul v. GN Ventures Ltd.  
Page 3  
INTRODUCTION  
[1]  
The plaintiff, Kelly Hucul, seeks damages against the corporate defendant,  
GN Ventures Ltd. (GN), for breach of an alleged oral contract in relation to his  
share and salary entitlement in GN. Mr. Hucul seeks damages representing the  
value of 10 million GN shares and payment of $150,000 per year in unpaid salary.  
[2]  
At the heart of the dispute is an oral contract that is alleged to have been  
formed in June 2017 when Mr. Hucul, his son Ryan Hucul (hereafter referred to as  
Ryanto differentiate him from the plaintiff), and businessman Dominic Colvin, met  
in a coffee shop in Kelowna to discuss emerging opportunities to develop a cannabis  
distribution company in light of the anticipated legalization of cannabis in Canada.  
It is apparent from the evidence before me that all three saw this as a significant  
opportunity with the potential to make them millions of dollars in a very short period  
of time. I will refer to this meeting as the June 2017 Meeting,and I will include  
within that term the unspecified subsequent meetings and phone calls that month  
which Mr. Hucul also relies upon as forming part of the oral contract. Mr. Hucul  
refers to the participants in this meeting as the foundersand I will refer to the  
participants individually by their names, and collectively as the foundersas well,  
without intending to express a finding as to what was foundedat that meeting.  
[3]  
What makes this case particularly difficult is that no one privy to the initial  
conversation, or subsequent conversations wherein the alleged oral contract  
was formed, gave evidence as to precisely what was said at those meetings.  
Furthermore, Mr. Colvin did not testify at all, although subpoenaed to do so by GN.  
What I have instead is evidence of what Mr. Hucul and Ryan understood from the  
June 2017 Meeting, but not the words that were said.  
[4]  
Mr. Hucul concedes that GN was not involved in the June 2017 Meeting.  
He alleges that in August 2017, Mr. Colvin introduced Ravine Trading Limited  
(Ravine), which later became GN, as the manifestation of the company through  
which the founders had agreed to pursue their venture. Mr. Hucul says that, at that  
time, GN assumed the obligations of the oral contract with respect to Mr. Huculs  
 
Hucul v. GN Ventures Ltd.  
Page 4  
salary and share entitlement agreed to by Mr. Colvineither through Mr. Colvins  
representations as GNs Chief Executive Officer (“CEO”), by its own conduct, or  
both. I will occasionally refer to GN as Ravine in these reasons in relation to events  
involving the defendant company prior to its name change to GN Ventures Ltd. in  
2018.  
[5]  
At issue in this trial is what, if anything, was agreed to at the June 2017  
Meeting, and whether any such agreement had contractual force as between the  
founders, and, ultimately, as between Mr. Hucul and GN. Mr. Hucul says that the  
founders contracted to form a company for the purpose of cannabis production, with  
each entitled to one-third ownership and 10 million shares in the future company.  
The founders were to use their best efforts to develop their business plan and  
acquire the interests of a company which had progressed to a late stage in Health  
Canadas application process for a cannabis licence. Mr. Hucul says that they also  
agreed that he would be the CEO of that company and receive a significant salary  
for his role.  
[6]  
GN acknowledges that a discussion occurred around the formation of a  
company for the purpose of purchasing a late-stage applicant cannabis company  
at the June 2017 Meeting. However, it says that no oral contract was formed and,  
in any event, GN was not a party to that discussion or any subsequent agreements.  
[7]  
The oral contract Mr. Hucul seeks to establish between himself and GN is  
somewhat slippery in its definitionit is alleged to have evolved in its timing, parties,  
and terms. Its alleged elements also evolved up to and through the course of the  
trial. It is sometimes described as a business plan,other times as a venture.”  
Mr. Hucul also occasionally referred to it as a partnership,although his counsel  
is quick to point out that this was not a legal description.  
[8]  
In his original notice of civil claim, filed February 10, 2020, Mr. Hucul defined  
the contract formed as follows:  
11.  
On or about June 2017, Mr. Colvin, Mr. Hucul and Ryan entered into  
an oral agreement for the business venture, agreeing, inter alia, as follows:  
Hucul v. GN Ventures Ltd.  
Page 5  
(a)  
(b)  
that they would each receive 10 million shares in GN Ventures  
(at that time, Ravine), for a total initial share allotment of  
30 million shares;  
the share certificates for the 30 million shares would be issued  
at the earlier of the company going public and the issuance of  
a cannabis cultivation license;  
(c)  
(d)  
that the new business would use Ravine as the corporate  
vehicle for the implementation of the foundersbusiness plan;  
that Mr. Hucul would represent GN Ventures as its Chief  
Executive Officer and would earn a salary of $150,000 per  
year, in addition to the 10 million founder shares; and  
(e)  
Mr. Colvin and Ryan also were to be employed by GN  
Ventures and receive salaries.  
(the Agreement)  
[9]  
In his opening statement at trial the plaintiff added additional terms to his  
description of the alleged agreement, including that the 10 million foundersshares  
would be issued at a price of $.005/share in compensation for the founders’  
contributions to the company, and that Mr. Colvin, Mr. Hucul and Ryan would all  
work toward the development of the business and the goal of acquiring a late stage  
applicant in order to produce, cultivate and sell cannabis.”  
[10] Finally, at the close of the plaintiffs case, the plaintiff amended his pleadings  
to plead the following essential elements of the contract:  
11.  
On or about June 2017, Mr. Colvin, Mr. Hucul and Ryan entered into  
an oral agreement for the business venture, agreeing, inter alia, as follows:  
(a)  
(b)  
(c)  
that they would each receive 10 million shares in the corporate  
vehicle they use to implement the foundersbusiness plan  
GN Ventures (at that time, Ravine), for a total initial share  
allotment of 30 million shares;  
the share certificates for the 30 million shares would be issued  
at the earlier of the on or around the date the company was  
listed on a public stock exchange going public and the  
issuance of a cannabis cultivation license; and  
that the new business would use Ravine as the corporate  
vehicle for the implementation of the foundersbusiness plan;  
(d)(c) that Mr. Hucul would represent GN Ventures the company as  
its Chief Executive Officer and would earn a salary of  
$15200,000 per year, in addition to the 10 million founders  
shares.; and,  
Hucul v. GN Ventures Ltd.  
(e) Mr. Colvin and Ryan also were to be employed by  
Page 6  
GN Ventures and receive salaries.  
(the Agreement)  
12.  
In or around August 2017, Mr. Colvin, as director and chief executive  
officer of Ravine, suggested and the founders agreed that GN Ventures (at  
that time, Ravine) shall be the corporate vehicle they use to implement the  
foundersbusiness plan. GN Ventures adopted the terms of the Agreement at  
this time with Mr. Calvins authority. From that point on, the founders  
executed the business plan through GN Ventures.  
13.  
Subsequently, the founders agreed to amend the terms of the  
Agreement, inter alia, as follows:  
(a)  
(b)  
The share certificates for the 30 million shares in GN Ventures  
would be issued to the founders on the date the company is  
issued a cannabis cultivation license: and  
Mr. Hucul would earn a salary of $150,000 per year instead of  
$200,000 per year, in addition to the 10 million founders  
shares.  
[11] GN admits that Mr. Colvin was a director of GN (then Ravine) and had  
already been appointed its President and CEO in May 2017. GN also admits that  
Mr. Hucul was engaged in pursuing for GN Ventureslate stage applicants that  
were in the process of applying for a licence to process, cultivate and sell cannabis.”  
However, GN says that the time frame of Mr. Huculs efforts on behalf of GN was  
limited to August 2017April 2018, after which Mr. Hucul went on to pursue  
applicants on behalf of other companies.  
[12] More significantly, GN says that the discussions in June 2017 amounted to  
nothing more than an agreement to agree on a future endeavour and, at most, were  
the basis for a partnership agreement between Mr. Hucul, Ryan, and Mr. Colvin  
personally. Although Mr. Hucul, Ryan, and Mr. Colvin may have pursued their jointly  
discussed business goals in part using GN as a vehicle, GN was never a party to  
that preliminary plan or agreement. With respect to its subsequent conduct, GN  
says that it did not adopt or become a party to any contract with Mr. Hucul.  
ISSUES  
[13] The issues that I must determine in this trial therefore include:  
 
Hucul v. GN Ventures Ltd.  
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a) Was an oral contract formed in June 2017?  
i. Did the founders intend to contract with each other?  
ii. What were the essential terms of the contract and were they certain?  
b) If so, did GN become a party to the contract?  
c) If GN became a party to the contract, did GN continue to owe those  
obligations to Mr. Hucul beyond April 2018?  
d) If a breach of contract is established, what damages is Mr. Hucul entitled  
to?  
e) If there was no breach of contract, was GN unjustly enriched by  
Mr. Huculs contributions, and if so, what remedy is Mr. Hucul entitled to  
in unjust enrichment?  
BRIEF CONCLUSION  
[14] I find that Mr. Hucul has not established that the founders formed an oral  
contract at the June 2017 Meeting. Although the founders developed a business  
plan at that meeting, I find that the business plan was still speculative and the terms  
of the agreement were amorphous. I find that the evidence does not establish an  
objective intention on the part of the founders to enter into a binding contract at  
that time.  
[15] Nor does the evidence as of August 2017 establish an intention to form a  
binding contract. The evidence as a whole establishes that Mr. Colvins introduction  
of GN in August 2017 was not the crystallization of the business plan conceptualized  
by the founders, but just one more step in its evolution.  
[16] Although there were attempts to identify the terms of a contract, those terms  
were never settled or agreed to by all three founders. In particular, while there is  
evidence that there were continued references to 30 million or more founders”  
shares, and that Mr. Hucul would be allotted 10 million such shares, key terms  
 
Hucul v. GN Ventures Ltd.  
Page 8  
and conditions for the issuance of those sharesincluding what company they  
would be issued from and what the consideration for those shares would be—  
remained in flux and was never clearly agreed upon between the three founders.  
Those terms remained undetermined through to August 2019, when Mr. Huculs  
professional relationship with Mr. Colvin ended.  
[17] In summary, I find that what could best be described as a business plan  
between the founders, did not advance beyond a speculative venture and never  
crystallized into an enforceable contract.  
[18] I also find that Mr. Hucul has not established that GN, as a corporate entity,  
adopted the terms of that agreement by its conduct or otherwise. GN was not  
incorporated around the purposes or principles of the foundersventure. For  
example, GNs corporate structure never reflected the ownership, officer positions,  
or share allocations contemplated by the founders in June 2017. Despite Mr. Colvin  
making representations regarding GN while he was its CEO, his representations  
about the company were often untrue; at best, they were aspirational and, at worst,  
they were fraudulent. With respect to Mr. Hucul, they were never contractually  
binding on behalf of GN.  
[19] Some investors appear to have acted to their detriment based on Mr. Colvins  
representations while he was CEO of GN and may well be entitled to some relief  
either from GN, Mr. Colvin, or both. These include Jonathon MacKee and Gale  
Hucul (hereafter referred to as Galeto differentiate him from the plaintiff) who  
invested $50,000 and $10,00020,000, respectively, in exchange for debentures  
in GN which were never properly recorded in GNs accounts, despite being signed  
by Mr. Colvin as GNs CEO.  
[20] However, the evidence does not establish that GN was unjustly enriched  
by Mr. Huculs investment of time and effort. By his own admission, Mr. Hucul  
received over $93,000 for his work with GN between August 2017 and March  
2018largely through off-the-books cash payments and other consideration  
provided by Mr. Colvin.  
Hucul v. GN Ventures Ltd.  
Page 9  
[21] I find that GN was just one of several vehicles that Mr. Hucul, Ryan, and  
Mr. Colvin used to pursue their business plan. I also find that Mr. Hucul had ceased  
to contribute his time or efforts to GN by April 2018, when Mr. Colvin directed him to  
pursue acquisitions through different corporate vehicles. Therefore, there is no basis  
for a finding that GN was enriched by Mr. Hucul after April 2018. Before April 2018,  
I find that the $93,000 Mr. Hucul admits he received from Mr. Colvin adequately  
compensates him for his contributions during that period.  
[22] Furthermore, I find that Mr. Hucul was never an employee or officer of GN  
in name or in practice, but that he was, at best, Mr. Colvins partner, and at worst,  
Mr. Colvins pawn in their various business ventures.  
BACKGROUND AND FACTUAL FINDINGS  
[23] Despite having a fundamentally different view of the import of the discussions  
in June 2017 and the introduction of GN in August 2017, the parties to this litigation  
have a remarkably unified view of many of the key events relevant to this claim.  
Where there is a contradiction in the evidence, I must resolve that contradiction  
based on the evidence before me. In this regard, I have had to assess the credibility  
and reliability of the various witnesses called at trial.  
[24] Credibility and reliability are two different, but related, considerations.  
Credibility has to do with a witnesss veracity, while reliability has to do with the  
accuracy of the witnesss testimony, with consideration of the witnesss ability to  
accurately observe, recall, and recount events in issue: R. v. H.C., 2009 ONCA 56  
at para. 41.  
[25] In making this assessment, I am guided by Justice Dillons summary of  
relevant factors in Bradshaw v. Stenner, 2010 BCSC 1398 at para. 186, affd  
2012 BCCA 296, leave to appeal refd, [2012] S.C.C.A. No. 392 (S.C.C.), as well  
as Justice OHallorans analysis in Faryna v. Chorny, [1952] 2 D.L.R. 354 (B.C.S.C.)  
at 357. While I will address the weight I give to conflicting evidence more directly in  
relation to specific findings, I will briefly set out my general observations with respect  
to the credibility and reliability of the fact witnesses here.  
 
Hucul v. GN Ventures Ltd.  
Page 10  
[26] I found Mr. Hucul to be generally sincere in his evidence, but not particularly  
reliable. His recollection of detail, including important details, was highly variable.  
His evidence, both at trial and between discovery and trial, was inconsistent with  
respect to key terms. Nevertheless, I did not form the impression that Mr. Hucul was  
attempting to be dishonest and, in many respects, he exhibited a sincere intention  
even in recounting transactions which were essentially fraudulent. My overall  
impression was that Mr. Hucul was inexperienced and not fully informed about  
many aspects of the foundersbusiness venture, including some questionable  
business practices that he participated in, and even perpetuated. Consequently,  
Mr. Huculs evidence suffers from a lack of both clarity and understanding, which  
leads to a significant reliability issue.  
[27] On the other hand, I found his son, Ryan, to be a much more reliable witness.  
One might think that Ryan would be, at least unconsciously, biased towards his  
father. However, he was cooperative with counsel for both parties, and I find that  
he did his best to assist the Court with information gleaned in his role as Mr. Colvins  
personal assistant for many years. Generally, where there is a conflict, I prefer his  
evidence to that of other witnesses.  
[28] Although subpoenaed, Mr. Colvin did not testify at trial, nor provide the  
documentary discovery that was required of him. I do have his evidence, however,  
through the plaintiffs selective read-ins from Mr. Colvins examination for discovery  
less than a month before the commencement of trial. As will become clear, the  
evidence at trial does not paint Mr. Colvin in a particularly honourable light. This may  
be in part because he was not available at trial to explain his conduct; however, I  
can only conclude that was by his own choice in ignoring counsels communications  
and his subpoena. Nevertheless, the portions of his examination for discovery that  
the plaintiff has adduced at trial provide important insights into Mr. Colvins actions  
and intentions. Some of these are admissions that the plaintiff is entitled to rely upon  
as part of its case, and others I rely upon with due caution.  
Hucul v. GN Ventures Ltd.  
Page 11  
[29] The plaintiff called a number of witnesses who essentially invested in GN  
(then Ravine) in 2017 and 2018, based on representations made to them by  
Mr. Hucul and Mr. Colvin. One of these was Mr. Huculs legal counsel in his  
family law proceeding. I found all of these witnesses to be credible and reliable.  
[30] Finally, Marco Marrone testified on behalf of GN. He became a director of GN  
(then Ravine) in May or June of 2018. It is apparent that he had little knowledge of  
GNs activities prior to his involvement, other than what GN disclosed in its financial  
statements and corporate records. He had no dealings with Mr. Hucul prior to this  
litigation. I found Mr. Marrone to be a highly knowledgeable and intelligent witness,  
with a slight tendency towards argument. Nevertheless, I found that his evidence  
was both credible and reliable on the points on which he had direct knowledge.  
[31] Based on the concessions, agreements, evidence, and my resolution of  
contradictory evidence, I make the following factual findings.  
The June 2017 Meeting  
[32] Sometime in early June 2017, Ryan arranged for Mr. Hucul to meet with  
Mr. Colvin. Mr. Colvin was a businessperson who was involved in at least two  
corporate entities at that time: Ravine and PLC International Investments Inc.  
(PLC). At that time, Ryan was dating Mr. Colvins daughter and working at a  
squash club where Mr. Colvin played squash. Mr. Hucul was or had been involved  
with various businesses, including carpet cleaning, muscle car restoration, and  
constructing a medical marijuana facility in Kelowna.  
[33] Mr. Hucul, Ryan, and Mr. Colvin met at a coffee shop in Kelowna to discuss  
opportunities arising from the anticipated legalization of cannabis in Canada.  
I accept the evidence of Mr. Hucul, corroborated by his son Ryan, that Mr. Colvin  
was receptive to the idea of starting a cannabis production business and that he  
suggested that the best way to do so would be to buy out a company that had  
already made an application to Health Canada for this purpose and had reached  
one of the later stages of approval, referred to as a late stage applicant.”  
 
Hucul v. GN Ventures Ltd.  
Page 12  
[34] I find that Mr. Hucul and Ryan understood from this meeting that Mr. Colvin  
had access to tens of millions of dollars, and that he would be able to fund up to  
$40 million for the purchase of one or more late stage applicants. Because  
Mr. Colvin himself did not testify, and because neither Mr. Hucul nor Ryan testified  
as to precisely what Mr. Colvin said about the details of this fund, I cannot determine  
whether they based their understanding on Mr. Colvin describing a fund that he  
controlled, or one that he could solicit investment from, or some other possibility.  
[35] Nevertheless, I find that Mr. Colvin sketched out a corporate structure  
that would involve Mr. Hucul in some sort of operations role and Ryan acting as  
Mr. Colvins executive assistant. I accept Mr. Hucul and Ryans evidence that they  
both understood that their roles would be paid by the future company, and that  
Mr. Hucul expected to be CEO (although in his testimony he was entirely unclear  
on what was involved in that role, including any understanding of corporate boards,  
corporate roles, or corporate governance). I also accept that both Ryan and  
Mr. Hucul believed that Mr. Colvin would be in charge of all corporate governance  
and decision-making. Again, as both Mr. Hucul and Ryans testimony lacked  
precision in this regard and Mr. Colvin did not testify, I am unable to find what  
was said that formed the basis for this understanding.  
[36] Based on the available evidence, I find that Mr. Colvin described to Ryan and  
Mr. Hucul a corporate structure that would involve each of them owning one-third of  
the company and holding 10 million shares. I also find that Mr. Colvin described  
the need to raise seed fundingtotaling $500,000 to pay for administrative costs,  
distinct from Mr. Colvins ability to access tens of millions of dollars for acquiring  
one or more late stage applicants.  
[37] With respect to the timing of the issuance of the 10 million shares, both  
Mr. Hucul and Ryan testified that their understanding coming out of the June 2017  
Meeting was that the shares would be issued to them upon the corporate vehicle  
they used going public.”  
Hucul v. GN Ventures Ltd.  
Page 13  
[38] I accept both Ryan and Mr. Huculs evidence that they were agreeable to this  
proposal and wished to participate in it. At that point, they considered themselves  
foundersof a to-be-created cannabis production company that would go public  
by the end of 2017.  
[39] In his discovery evidence read in at trial by the plaintiff, Mr. Colvin stated that  
he considered these conversations and proposals to be speculativeat the time,  
and that any final share and corporate structure would depend on financing and  
the requirements of the investors. Mr. Colvin also agreed that the business plan  
became less speculativeover time as the founders pursued late stage applicants,  
signed letters of intent (LOIs), and sought investors.  
[40] I find that Mr. Hucul did not understand at that time, nor at trial, the  
relationship between his proposed ownership of 10 million foundersshares,  
his proposed one-third ownership of the company, and the need to raise funds  
through the sale of shares. Mr. Hucul was also unclear about the relationship  
between ownership of shares and control of a company.  
[41] Although Mr. Hucul testified at trial that the three founders discussed the  
price of their 10 million shares at $0.005 per share, and that their ownership would  
not be diluted, Ryan has no recollection of this. Furthermore, these are not aspects  
of the agreement that Mr. Hucul pleaded as elements of the agreement. On all  
the evidence, I find that share price was not something that was discussed or  
determined at the June 2017 Meeting, or at any time afterward by Mr. Hucul.  
[42] Mr. Huculs understanding of how the late stage applicant that they acquired  
would go public was that the founders would also purchase a company that was  
already public, but that had no assets (he described this as the shell company).  
Although Mr. Hucul did not have a clear understanding of how this would work,  
he believed that Mr. Colvin did, and that they would go public by the end of 2017.  
[43] In reference to the formation of the company, Mr. Colvin stated in discovery:  
Hucul v. GN Ventures Ltd.  
Page 14  
46.  
Q: Okay. And part of the business plan that you formed at that  
meeting was that you, Ryan Hucul, and Kelly Hucul would all work  
together towards that goal of acquiring a late-stage licensed producer;  
isnt that right?  
A: We were going to work together to try and acquire a late-stage  
producer, yes.  
[44] My impression from Mr. Hucul and Ryans testimonies was that, following  
the June 2017 Meeting, they believed that very little was required on their parts to  
become one-third owners in a multimillion-dollar cannabis company that would go  
public in the next six months. To this end, Mr. Hucul understood that his role would  
be to find late stage applicants willing to sell their business together with their  
licences; Mr. Colvin would raise $500,000 for seed capital and contribute tens  
of millions of dollars to acquire the late stage applicants; and Ryan would assist  
Mr. Colvin with the paperwork. As Ryan testified, he almost thought it was too  
good to be true,and that he was going to become a multimillionaire before his  
19th birthday.  
Timing of Share Issuance  
[45] At some unspecified point after the June 2017 Meeting, both Ryan and  
Mr. Hucul testified that Mr. Colvin represented to them and other investors that their  
shares would be issued upon the company obtaining a licence from Health Canada,  
rather than waiting for the company to go public. I find that both Mr. Hucul and  
Ryan had this understanding sometime after Ravine was introduced as part of  
their business plan, and after their efforts to quickly acquire a late stage applicant  
and a public shell company had proven more difficult than expected.  
[46] Mr. Colvins discovery evidence was that he could not recall any  
conversations in this regard, but that the timing of share issuance would have  
been dictated by exchanges and investorsand the need to attract investment.  
 
Hucul v. GN Ventures Ltd.  
Early Acquisition Efforts  
Page 15  
[47] I accept Mr. Huculs testimony that he gave up his various other projects  
(none of which were earning him any significant income) and dedicated himself to  
finding a late stage applicant for acquisition by the founders.  
[48] Mr. Hucul got in touch with a broker, Cannabis Compliance Inc. (Cannabis  
Compliance), who emailed Mr. Hucul information regarding several late stage  
applicants looking to sell their companies. From mid-June to early July 2017,  
Mr. Hucul was involved in negotiatingthree LOIs for the purchase of a late stage  
applicant. I put negotiatingin quotation marks because my understanding from  
Mr. Hucul was that the extent of his negotiation was to ascertain the sellers  
asking price and determine whether they were willing to sell 100% of their interest.  
Mr. Hucul did not conduct any analysis or due diligence on these potential  
acquisition targets or negotiate the purchase price. Instead, I find on the evidence  
that his role was primarily as a middleman between the broker, the potential sellers,  
and Mr. Colvin.  
[49] As a result of Mr. Huculs efforts in this regard, Mr. Colvin signed LOIs with  
three companies as follows:  
a) Gaia Bio-Pharmaceuticals Inc. (Gaia) on July 17, 2017;  
b) Alternative Medical Solutions (AMS) on July 31, 2017; and  
c) Essex County Feed Lots Ltd. (Essex) also in July 2017.  
[50] All three LOIs were signed by Mr. Colvin on behalf of his personal holding  
company, PLC, on PLC letterhead.  
[51] Once the LOIs had been signed in July 2017, Mr. Huculs primary role  
appears to have been to reassure the acquisition targets that the company would  
honour its LOI commitments, and to bring the targets back to the table when the  
company failed to produce the purchase money set out in the LOIs throughout the  
fall of 2017.  
 
Hucul v. GN Ventures Ltd.  
Page 16  
[52] At some time in August 2017, Mr. Colvin introduced GN (then Ravine) as the  
corporate vehicle by which the founders would raise the necessary seed money and  
pursue the LOIs that PLC had signed. In August 2017, Mr. Colvin sent an email to  
Mr. Hucul, to be sent to AMSs principal, Joseph Groleau, stating that the strategy  
is to assign the existing LOI to Ravine, which will then enter into a share exchange  
agreement with USSE Corp (a public shell being restructured for this purpose)  
which will take over the financing.”  
Ravine Trading/GN Ventures  
[53] Starting in August 2017, the documentary evidence indicates that the  
founders began using Ravine as the primary corporate vehicle for their business  
plan.  
[54] GN was incorporated almost two years earlier in September 2015 in Alberta,  
under the name Ravine Trading Limited. At incorporation, Lance Larsen was its sole  
director and shareholder.  
[55] On December 31, 2016, Ravine appointed Mr. Colvin as a director, alongside  
Mr. Larsen. On May 1, 2017, Ravine appointed Mr. Colvin as its President and CEO.  
There is no evidence as to what business, if any, Ravine was involved in during this  
time.  
[56] In September and December of 2017, three new people were appointed  
as directors, and Mr. Larsen resigned as a director. At that same time, Ravine  
reappointed Mr. Colvin as its President and CEO, and appointed John Cassels  
as its Secretary and Chief Financial Officer (CFO).  
[57] The parties to this litigation presented little evidence in relation to these and  
other past directors or their involvement or contribution to GNs board during their  
tenures. Mr. Larsen remained GNs sole shareholder until June 2018.  
 
Hucul v. GN Ventures Ltd.  
Later Acquisition Efforts  
Page 17  
[58] By December 2017, only AMS was still negotiating with Ravine regarding  
Ravines July LOI to acquire them.  
[59] On January 4, 2018, Ravine entered into an equity purchase and sale  
agreement with AMS wherein Ravine agreed to pay $15 million to purchase 100%  
of the shares of AMS. The agreement required Ravine to produce $3 million upon  
closing, and another $2.4 million upon AMS obtaining a licence to sell cannabis.  
Ravine would pay the remaining $9.6 million by issuing a convertible debenture,  
which AMS could convert to shares or cash once Ravine filed a registration  
statement with the Securities and Exchange Commission. The agreement was  
signed by Mr. Colvin on behalf of Ravine. There is no evidence that Ravines  
board considered or approved of this agreement.  
[60] Ravine did not have $3 million at the time of entering into this agreement  
with AMS. Ravines 2017 financial statements (which were not prepared until  
July 30, 2019) showed it with $1,550 in total assets as of December 31, 2017.  
Indeed, Ravine had only recently opened a bank account at the end of November  
2017. Ryan and Mr. Hucul believed that Mr. Colvin would produce the $3 million  
required to close the sale.  
[61] When the principals of AMS became concerned that the money was not  
forthcoming, Mr. Colvin had Mr. Hucul forward to them a document purporting to  
be a wire transfer showing that Mr. Colvin had transferred $1.8 million US from a  
Caribbean bank account to Ravines solicitors. None of these funds, or any portion  
of the $3 million, were ever transferred to AMS to close the purchase and,  
consequently, AMS walked away from the sale.  
[62] In February and March 2018, Mr. Hucul was involved in issuing two additional  
LOIs for the purchase of two new late stage applicants on behalf of Ravine for  
$12 million and $25 million each. There is no evidence that these LOIs ever  
progressed beyond the LOI stage. The evidence also establishes that Ravine did  
not have the financial ability to fund the acquisitions contemplated in either of these  
 
Hucul v. GN Ventures Ltd.  
Page 18  
LOIs, and that Mr. Colvins anticipated millions of dollars for this purpose never  
materialized.  
Early Investments  
[63] In addition to Ravine, the founders also continued to pursue the acquisition of  
a publicly traded shell company that would ultimately hold any successfully acquired  
late stage applicants for a cannabis licence. Mr. Colvin told Mr. Hucul and Ryan that  
such a company was available for $100,000 and Ryan personally paid $40,000  
towards that acquisition to Mr. Colvin from an insurance settlement he received.  
It would appear that that public company was never purchased, and Mr. Colvin  
never directly accounted for Ryans contribution. Nor does it appear that payment  
was deposited into Ravines accounts or recorded in Ravines financial records.  
[64] In August 2017, Mr. Hucul convinced his friend, Mr. MacKee, to become  
Ravines first seed investor. Mr. Colvin, Mr. MacKee, and Mr. Hucul met at a  
restaurant in Kelowna. Mr. MacKee testified, and I accept, that he asked about  
Ravines share structure, what percentage of shares his potential investment  
of $50,000 would constitute, and whether that percentage would be diluted.  
He understood that $50,000 would constitute 10% of the seed investment of  
$500,000 to be raised to take the company public, and he was seeking a  
corresponding interest in the company. However, Mr. Hucul informed himand  
Mr. Colvin begrudgingly admitted”—that the founders would each get 10 million  
shares. He testified that they agreed that his $50,000 investment would constitute a  
1% interest in the company and would not be diluted. At that time, Mr. MacKee was  
eager to get into this market on the ground floorand believed that it could yield a  
1020 times return on this investment within five to seven months.  
[65] At that meeting, Mr. MacKee wrote a cheque directly to Mr. Colvin for $43,500  
(Mr. Hucul owed Mr. MacKee $6,500 at that time, which was credited towards  
Mr. MacKees $50,000 investment). A few days later, Mr. MacKee received a  
contract of purchase and sale for a $50,000 portion of Mr. Colvins $250,000  
debenture with Ravine, and a separate debenture agreement signed by Mr. Colvin  
 
Hucul v. GN Ventures Ltd.  
Page 19  
as the CEO of Ravine granting Mr. MacKee a $50,000 debenture in Ravine, at an  
interest rate of 12% that was convertible into shares after one year. Although nothing  
in the documentation stated anything about his agreed upon non-dilution rights,  
Mr. MacKee testified that he trusted Mr. Hucul on this point, having done business  
with him before.  
[66] While the debenture agreement between Ravine and Mr. MacKee appears  
on its face to be valid and enforceable, I should note that the purchase and sale  
agreementwherein Mr. Colvin represents that he holds a $250,000 debenture in  
Ravine ($50,000 of which he is transferring to Mr. MacKee)does not appear to  
have existed. There is no evidence that Mr. Colvin invested $250,000 into Ravine,  
or that Ravine issued a $250,000 debenture to him, in August 2018 or at any other  
time. Aside from the fact that GN has no records of such a debenture being issued,  
including in its debenture register, the disclosed documents and evidence at trial  
establish that Ravine did not have a bank account until the end of November 2017.  
I therefore find as a fact that Mr. Colvin did not actually deposit $250,000 of his  
own money into Ravines accounts in August 2017, and Ravine did not issue him  
a $250,000 debenture in exchange for that investment. Nor was Mr. MacKees  
debenture recorded in GNs debenture register.  
[67] The same observations apply to an investment made by Mr. Huculs uncle,  
Gale Hucul. Like Mr. MacKee, Gale also wrote at least one $10,000 cheque to  
Mr. Colvin directly. Gale was also issued a signed debenture agreement by Ravine  
for his contribution, together with a purchase and sale agreement transferring the  
corresponding amount of Mr. Colvins ostensible $250,000 debenture to Gale.  
Draft Written Agreements  
[68] Mr. Hucul argues, and Ryans evidence corroborates, that there were several  
attempts to reduce their alleged foundersagreementto writing.  
[69] I find that in December 2017, Ryan and Mr. Hucul attempted to describe  
their agreement with Mr. Colvin as a written partnership agreement between the  
founders, described as the Partners.I accept that neither Ryan nor Mr. Hucul  
 
Hucul v. GN Ventures Ltd.  
Page 20  
understood the legal difference between a partnership and a corporation at that time,  
and that Ryan relied on an online precedent in creating this document. I do not  
accept Mr. Huculs evidence that he did not have input into the various drafts or its  
final form, as this is contradicted by both Ryan and Mr. MacKee. I also find that it is  
the first somewhat contemporaneous written statement of what Mr. Hucul and Ryan  
understood their agreement with Mr. Colvin to be at that time regarding their shares.  
Salient portions of the final iteration of that draft agreement included the following  
terms:  
1. By this Agreement the Partners enter into a general partnership (the  
Partnership”) …  
2. The firm name of the Partnership will be: Ravine Trading Limited.  
….  
4. The Partnership will begin on November 1, 2017 and will continue until  
terminated as provided in this Agreement,  
….  
6. The Partners will each receive an equal portion of the voting block of  
(Insert PubCo Name) upon execution of this Document.  
7. Ravine Trading Limited will sell 100% of its revenue stream to (Insert  
PubCo Name).  
8. The Partners will receive 35,000,000 common shares of (Insert PubCo  
Name) and will divide them equally amongst themselves. These 35,000,000  
shares can not be diluted, and/or the number of shares can not be lessened  
in any way without the written consent of all Partners.  
[70] Mr. Colvin was provided with a copy of this draft partnership agreement  
but he did not sign it. Ryan testified that Mr. Colvin always postponed the finalization  
or execution of this agreement and that Mr. Huculs constant attempts to put this  
agreement in writing was often a source of friction between Mr. Colvin and  
Mr. Hucul.  
[71] I find that the draft partnership agreement indicates that, in December 2017,  
both Mr. Hucul and Ryan were still defining the terms of their agreement with  
Mr. Colvin, and were still pursuing a publicly traded shell corporation as the vehicle  
by which their proposed business would go public and issue them shares. Ravine  
was their anticipated vehicle for the purchase of the late stage applicants at that  
Hucul v. GN Ventures Ltd.  
Page 21  
time, but it was intended that Ravine would be owned by the public company, rather  
than the issuer of their shares. The use of Ravine Trading Limitedas the name of  
the partnership indicates that Ravine was in the minds of Mr. Hucul and Ryan, but is  
not evidence that Ravine was an intended party to this agreement.  
[72] The anticipated public shell company never materialized. Mr. Colvins  
discovery evidence confirms that the founders were using Ravine as the vehicle  
for the business planfor some period of time.  
[73] Later, in the summer of 2018, Ryan and Mr. Hucul once again attempted  
to reduce what they understood as their foundersagreement with Mr. Colvin into  
writing by exchanging a number of drafts of a Statement of Understanding.”  
Among other things, these drafts provided that Ravine would issue no more than  
115,000,000 common shares and that Mr. Colvin, Mr. Hucul, and Ryan would each  
receive 10 million shares in GN for their efforts in building the company. At that time,  
Ryan and Mr. Hucul also prepared and circulated a second Statement of  
Understandingin relation to another company the founders were working with:  
Greenhouse Solutions Inc. (GRSU), which provided that GRSU would issue no  
more than 115,000,000 shares, and that Mr. Colvin and Mr. Hucul would each  
receive 21 million shares while Ryan would receive eight million shares, for their  
efforts in buildingGRSU.  
[74] None of these Statements of Understanding were ever finalized nor executed.  
Mr. Hucul testified that he did not seriously attempt to have them signed by  
Mr. Colvin as he did not want to irritate Mr. Colvin, or push the limitwith him.  
This is consistent with Ryans testimony that Mr. Colvin continued to put off any  
discussions about these documents or the issues addressed in them.  
Employment  
[75] Ryan does not recall any discussions regarding salary at the June 2017  
Meeting, and Mr. Huculs evidence is ambiguous in this regard.  
 
Hucul v. GN Ventures Ltd.  
Page 22  
[76] After the June 2017 Meeting, Mr. Hucul was not paid anything for two months  
in relation to his efforts to secure a targetfor purchase. Mr. Huculs evidence was  
that he accepted that a salary was premature at that point, but that he did ask  
Mr. Colvin how much he would be paid by the company and that Mr. Colvin  
responded something to the effect that he pays his CEOs $200,000 a year.”  
Mr. Hucul also asked Mr. Colvin what his job title was and Mr. Colvin responded  
something to the effect that job titles were irrelevant, and that Mr. Hucul could call  
himself whatever he wanted.  
[77] Mr. Hucul testified that he pushed Mr. Colvin for a salary commitment and  
that, on August 29, 2017, Mr. Colvin emailed him a draft employment agreement.  
That draft employment agreement provided that Mr. Hucul was to act as Ravines  
Chief Operating Officer (COO) (although Mr. Hucul believed at trial that it was a  
contract making him the CEO) with an annual salary of $150,000. This was less than  
the $200,000 Mr. Colvin had mentioned earlier, but was nonetheless acceptable to  
Mr. Hucul. Mr. Colvins cover email mentions that a bonus structure needed to be  
worked out. Neither the email nor the draft contract mentions shares or share  
entitlements.  
[78] This employment contract was never signed and Mr. Hucul never received  
a salary from Ravine or GN. He did, however, receive intermittent cash payments,  
bank drafts, and other consideration from Mr. Colvin directly totaling $30,500 in  
late 2017 and early 2018. I understand that his travel expenses were also covered.  
In March 2018, Mr. Hucul received another $12,500 from his friend, Mr. MacKee,  
on the understanding between Mr. Colvin and Mr. MacKee that this was a loan to  
Ravine, to be repaid directly by Ravine, and used as salary to Mr. Hucul. While  
Mr. MacKee was not prepared to loan the money directly to Mr. Hucul, he was  
prepared to lend it to Ravine, and he accepted Mr. Colvins word that it would be  
repaid. It was not.  
[79] In January 2018, Ryan prepared an email setting out money owed to himself  
and Mr. Hucul. Ryan testified that this email was a summary of a meeting that  
Hucul v. GN Ventures Ltd.  
Page 23  
the three founders had had earlier that month and was agreed to in principle by  
Mr. Colvin. Although the math set out in that email is difficult to follow, aspects of the  
email were confirmed by Mr. Hucul as reflecting his understanding of money owed  
to him, including that Mr. Colvin had committed to paying him an annual salary of  
$150,000 on a quarterly basis, to be paid in advance, commencing August 1, 2017.  
[80] Mr. Hucul also acknowledged that he agreed that the first $50,000 of his  
salary was already received by him by way of Mr. Colvin making a $50,000  
investment on his behalf. The email calculates that Mr. Hucul is still entitled to  
$116,200 as of January 18, 2018, but it is not possible to reconcile how this  
figure was arrived at from the evidence before me or the document itself.  
[81] At trial, Mr. Hucul acknowledged receiving $43,000 in cash or other  
consideration directly or indirectly from Mr. Colvin as salary and $50,000 that he  
directed Mr. Colvin to invest for him. The plaintiff argues in closing submissions  
that he never saw that $50,000 again; however, I have no evidence of what became  
of that investment. Based on Mr. Huculs own evidence, I find that he received  
acknowledged compensation of $93,000 from Mr. Colvin, for his efforts between  
August 2017 and April 2018.  
[82] Other than Mr. Huculs evidence that he believed Mr. Colvin had made him  
CEO, and the August 2017 draft unsigned employment agreement, there is little  
indication that Mr. Hucul was a salaried employee of Ravine. Ravine did not provide  
him with a phone, email address, or computer. There was no evidence that he had  
business cards or a title. According to his own testimony, Mr. Hucul did not use  
or need a computer to do his work because he was not preparing or drafting  
documents. Although he occasionally used his wifes laptop if necessary, Mr. Hucul  
did most of his work on his personal cell phone using his personal email address.  
[83] Nor does it appear that Mr. Hucul had an office. The evidence establishes  
that, sometime towards the end of 2017, PLC leased office space in Kelowna,  
which is where Ryan worked (Ryan worked and was paid as Mr. Colvins personal  
assistant, primarily through PLC, but also in relation to other companies Mr. Colvin  
Hucul v. GN Ventures Ltd.  
Page 24  
was involved in). The evidence establishes that Mr. Hucul had meetings at that  
office, but it does not establish how often. Ravines registered and records office  
was in Alberta, where it had been since its incorporation in 2015.  
[84] Externally, other than in one slide deck prepared for investors in February  
2018 in which Mr. Hucul is named as President,no other presentations to outside  
investors listed Mr. Hucul as an employee or officer, or in any other capacity with  
Ravine. This is in contrast to Mr. Colvin, who was regularly listed as both President  
and CEO. The role of COO was from time to time attributed to John Carroll,  
a consultant on retainer with Ravine to provide his expertise in the area of the  
design and construction of cannabis facilities.  
[85] In addition to his lack of title and access to company resources, the evidence  
does not suggest that Mr. Hucul was performing the role of CEO or any other officer  
position for Ravine. According to his own testimony, he was unaware of the bylaws  
and articles of the company, and had no dealings with the board. He was not  
permitted to speak to key potential investors, other than to forward information or  
documents to people as directed by Mr. Colvin. At one point, Mr. Hucul attempted to  
talk with a firm, Emerging Equities, through which Mr. Colvin was attempting to raise  
capital. Mr. Colvin reprimanded him for this and told that he could not speak to  
anyone without Mr. Colvins permission. Mr. Hucul conducted himself accordingly  
going forward.  
[86] Mr. Hucul also did not consider himself entitled to speak to any officers, such  
as the CFO of Ravine, to determine, for example, the share structure or financial  
position of the company. In fact, it appears that he was entirely unaware of these  
people or their role in the company. He relied entirely on Mr. Colvin for direction  
and information, and did not act independently.  
[87] I do not have evidence as to the amount of time or effort Mr. Hucul invested  
in Ravine or GN after the initial busy period of identifying late stage applicants and  
preparing LOIs in June and July 2017. The documentary evidence suggests that  
he was involved in emails and phone calls with the three acquisition targets in the  
Hucul v. GN Ventures Ltd.  
Page 25  
second half of 2017 and that he was involved in preparing two more LOIs in early  
2018neither of which went any further. The most concrete evidence of Mr. Hucul  
investing time and effort on behalf of Ravine was his participation in two trips to  
Ontario with Mr. Colvin: one in September 2017, when they met with Mr. Carroll and  
the principals of AMS, and one in the spring of 2018, when they met with a new  
potential investor and a new potential acquisition. Neither trip led to a completed  
acquisition or investment by Ravine.  
[88] I accept Mr. Huculs evidence that pursuit of the founders business plan was  
his primary focus from June 2017 to August 2019 when he had a falling out with  
Mr. Colvin. However, I find that by April 2018, Mr. Hucul had largely ceased pursuing  
projects, investments, or acquisitions on behalf of Ravine. Instead, I find that the  
evidence establishes that he was pursuing acquisitions on behalf of other  
companies, as directed by Mr. Colvin.  
Mr. Huculs Activities Post-April 2018  
[89] Mr. Hucul did not distinguish between acquisitions and projects pursued  
on behalf of Ravine and GN, and those pursued on behalf of other companies  
Mr. Colvin was involved with, viewing them all as part of the same business plan  
orchestrated by Mr. Colvin. However, there is no evidence that these other  
companies and their pursuits were advanced on GNs behalf. To the contrary,  
the evidence establishes that the other companies that Mr. Colvin and Mr. Hucul  
were working with to pursue late stage applications were likely competing with GN  
in the same market for investors and late stage applicants.  
[90] I accept the evidence of Mr. Marrone that the pool of available financing for  
cannabis projects in Canada was limited by numerous factors in 2018 and 2019,  
including a lack of available financing from Canadas big banks for projects that had  
not yet received their final licences, and from foreign investment in most jurisdictions  
where cannabis was not yet legalized.  
[91] In the spring of 2018, Mr. Colvin instructed Mr. Hucul to pursue the acquisition  
of one or both of Essex (a former target of Ravines) and/or Thrive Cannabis Inc.  
 
Hucul v. GN Ventures Ltd.  
Page 26  
(Thrive) on behalf of a new company: GRSU. I accept that Mr. Hucul may have  
worked for both GRSU and GN in April 2018 before working exclusively on behalf  
of GRSU by May 2018.  
[92] To this end, Mr. Hucul represented himself as being part of GRSU and  
signed at least one document as an authorized signatory of GRSU, even though  
he admitted that he lacked that authority. Mr. Hucul also expected to be paid by  
GRSU and to receive 21 million GRSU shares for his efforts.  
[93] It is clear that Mr. Hucul was expecting or hoping to receive shares in GRSU  
on August 3, 2018, when Ryan circulated the Statement of Understandingdetailing  
Mr. Huculs proposed entitlement to 21 million GRSU shares. Mr. Hucul also  
admitted to selling a portion of his entitlementto non-existent GRSU shares for  
$160,000 to a third party.  
[94] Beginning in or about November 2018, Mr. Hucul, Mr. Colvin, and Ryan also  
worked together in pursuit of a joint venture agreement between another public  
company, Catalina Gold Corp. (Catalina), and Thrive. The goal of the joint venture  
was to have Catalina fund the construction of cannabis facilities for Thrive, which  
already possessed a cultivation licence. Mr. Hucul held himself out as a  
representative of Catalina. He testified that he expected to have a role in that  
company and to receive a commission for having brought the parties together.  
[95] The latest Catalina document produced is dated July 24, 2019, though it  
is not clear if this is when Mr. Huculs work on behalf of Catalina came to an end.  
[96] Mr. Hucul testified that he remained involved with GN after April 2018 and  
that he was reporting to Mr. Colvin and investors regarding GNs efforts for over a  
year after that date. However, there are no emails or other documentary evidence  
to suggest that Mr. Hucul performed any work for GN during this period. The only  
investorshe appears to have been reporting to were his uncle, Gale, and his  
friend, Mr. MacKee. He was also communicating with individuals to whom he was  
Hucul v. GN Ventures Ltd.  
Page 27  
attempting to sell his shares,although this cannot be characterized as work on  
behalf of the company.  
[97] Mr. Hucul acknowledged during his testimony that it was strange to expect  
to receive a salary from GN and to simultaneously be issued shares in Catalina in  
relation to the work he performed for the Catalina and Thrive negotiations. Mr. Hucul  
testified that this was Mr. Colvins idea, which Mr. Hucul did not question.  
[98] Mr. Hucul testified that he believed, even during the time he worked under the  
name GRSU, that he continued to be employed by GN, as he believed GN would  
eventually acquire GRSU. Ryan also testified that he understood GRSU to be under  
the umbrella of GN. While Mr. Hucul argues that this means that he was instructed  
to work for GRSU by GN, Mr. Hucul made no distinction between GN and Mr. Colvin  
in his testimony.  
[99] I find that Mr. Colvin continued to have distinct business interests from GN,  
and that Mr. Hucul had in fact ceased working on behalf of GN, though he continued  
to follow Mr. Colvins direction. The larger umbrellathat Ryan and Mr. Hucul  
continued to work under was not GN, but Mr. Colvins personal direction.  
[100] I do not accept Mr. Huculs explanation of his work for GRSU (and later  
Catalina) as being consistent with his previous role for GN. Since GRSU and  
Catalina were both already public, GN could not and would not have purchased  
them. It is more consistent with the foundersbusiness plan that these companies  
were the public companies that the founders intended to use to purchase the  
acquisitions they had pursued with Ravine. I find that the founders had moved  
on to seeking to broker these acquisitions directly through these public companies.  
[101] I also find that after April 2018, Mr. Hucul ceased to pursue acquisitions or  
investments for GN, and instead worked on behalf of two of GNs competitors—  
GRSU and Catalina.  
Hucul v. GN Ventures Ltd.  
Page 28  
Sale of Mr. Huculs Interest in GN Ventures  
[102] At the March 2018 meeting between Mr. Hucul, Mr. MacKee, and Mr. Colvin,  
Mr. MacKee and Mr. Hucul testified that Mr. Colvin agreed that Mr. Hucul should be  
allowed to sell portions of his anticipated entitlement to 10 million shares in Ravine.  
I accept this evidence, and that Mr. Colvin required that he approve any such  
transactions, including the price and number of shares.  
[103] Mr. Colvin, in his discovery evidence, acknowledges that Mr. Hucul pressed  
to be able to sell his shares, but says that he refused to allow it.  
[104] However, I find that Mr. Colvin did authorizeMr. Hucul to sell portions of his  
anticipated 10 million share entitlement in Ravine. I find this on the basis of the  
following evidence:  
a) Ryan prepared a purchase and sale agreement for this purpose stating  
that Mr. Hucul was the owner of Ten million common shares (10,000,000)  
of GN Ventures, formally known as Ravine Trading Limited (GNV)”  
which was sent to Mr. Colvin in July 2018. I accept Ryans evidence that  
Mr. Colvin approved of this document before he provided it to Mr. Hucul  
and, specifically, that Mr. Colvin required that the Investor Certification  
appendix be added. I also accept Ryans evidence that Mr. Colvin  
approved a number of the share sales that Mr. Hucul engaged in,  
but not all of them.  
b) I accept Mr. MacKees evidence that Mr. Colvin specifically approved of  
some share sales. Mr. MacKee directly loaned Mr. Hucul various amounts  
of money over the years, but Mr. MacKee also sought assurances from  
Mr. Colvin that Ravine was backing his larger loans to Mr. Hucul. I believe  
Mr. MacKees evidence that Mr. Colvin approved of the share sales in  
principle.  
c) Eric Watson testified that, when he agreed to accept some of Mr. Huculs  
shares to cover Mr. Huculs legal fees in unrelated litigation, Mr. Watson  
 
Hucul v. GN Ventures Ltd.  
Page 29  
requested a change to the contract prepared by Ryan. Mr. Watson waited  
while Ryan called someone, who I find was most likely Mr. Colvin, to get  
approval for the change.  
[105] Ultimately, I accept that Mr. Colvin approved of Mr. Hucul sellinghis shares  
to Mr. Watson and Mr. MacKee, and likely other transactions. I also accept Ryans  
testimony that Mr. Hucul sold more shares than approved by Mr. Colvin.  
[106] In total, Mr. Hucul received over $200,000 in cash from the sale of these  
shares. Of this amount, he originally received $160,000 of this cash for the sale of  
GRSU shares, that he also did not own, and which he later convertedto Ravine  
shares when the GRSU deal failed. Mr. Hucul also used these shares to pay debts,  
such as his legal fees and consulting fees. In total, Mr. Hucul says he received, or  
was forgiven in debt, a value totalling over $500,000 for these shares.I note that  
Mr. Hucul did not update the representations in his subsequent purchase and sale  
agreements stating that he owned10 million shares, even as he soldclose to  
two million such shares.  
[107] I accept that Mr. Hucul sold these shares based on a belief that he would own  
these shares one day. However, this belief was not founded in reality. Mr. Hucul did  
not own10 million shares in Ravine when he sold these shares, because Ravine  
had not actually issued any shares to himon a performance-basis or otherwise. In  
fact, by the time many of these salesoccurred, Ravine had a new chair of its board  
(Mr. Marrone) and shares and performance warrants had actually been issued by  
the board to persons other than Mr. Hucul, including Mr. Colvin.  
[108] I find that Mr. Colvin did not tell Mr. Hucul, or any of his would-be purchasers,  
that the GN board had approved the issuance of shares to himself and persons  
other than Mr. Hucul, even as he approved at least $200,000 worth of share sale”  
transactions by Mr. Hucul.  
Hucul v. GN Ventures Ltd.  
Page 30  
GNs Activities Post-March 2018  
[109] The end of Mr. Huculs work for GN roughly coincides with the start of  
Mr. Marrones involvement in the company in April 2018. At that time, Mr. Marrone  
had retired from his previous position as CFO and Executive Vice President of  
Canadian Tire. Mr. Marrone holds a Masters of Business Administration designation  
in finance and was a chartered professional accountant and legacy certified  
management accountant. He also has experience starting companies, managing  
companies, negotiating mergers and acquisitions, and acting as a director on  
company boards. In 2018, he was still doing some private consulting work and  
sitting on numerous boards. He had become curious about the emerging cannabis  
sector and, in the fall of 2017, he was introduced to Mr. Carroll, the consultant who  
had worked with Ravine, AMS, and other late stage applicants, in relation to a  
cannabis production start-up in Stevensville, Ontario, not far from where he lived.  
[110] In April and May 2018, Mr. Marrone was encouraged by Mr. Carroll to join  
Ravines board. At this time, Mr. Carroll introduced Mr. Marrone to Mr. Colvin and  
a representative of Emerging Equities.  
[111] When Mr. Marrone was considering becoming involved, he was advised by  
Mr. Colvin that the company was pursuing two acquisitions, both of which had been  
brokered and could be assigned to GN by Mr. Carroll and his company P2P Green  
Energy Solutions Inc. (P2P):  
a) a project in Sault Ste. Marie, Ontario, which was assigned to GN by P2P  
through an LOI dated April 6, 2018; and  
b) a new AMS acquisition deal, which was being negotiated by Mr. Carroll on  
behalf of P2P.  
[112] As a condition to becoming involved with Ravine, Mr. Marrone had  
discussions with Mr. Colvin regarding the companys finances and share structure.  
He understood that the company was a start-up, with no financial statements and  
few records (which was true). I find that he was not informed of most of the dealings  
 
Hucul v. GN Ventures Ltd.  
Page 31  
that Ravine had been involved with to that date, including the debenture agreements  
Mr. Colvin had signed with Mr. MacKee, Gale Hucul, and a number of squash  
players at his club. I also find that none of these debentures had been properly  
recorded in the companys records.  
[113] I find that Mr. Marrone was not advised of Mr. Huculs past involvement with  
GN and did not become aware of Mr. Huculs existence until August 2019 when this  
litigation was first threatened. I find Mr. Marrone similarly had no knowledge at that  
time of past LOIs which Mr. Hucul had been involved with, including the previous  
AMS deal. Nor was he made aware that Ravine had entered into two new LOIs in  
February and March 2018, which were never developed or funded.  
[114] However, I find that Mr. Marrone would or should have been familiar with the  
debenture register that showed investment through Emerging Equities amounting to  
approximately $1,265,000.  
[115] In the spring of 2018, Mr. Carroll was negotiating a new LOI between AMS  
and his company, P2P. P2P had agreed to pay AMS $10 million and to assume  
$2.7 million worth of debt, with all cash payment contingent upon AMS securing  
a cultivation licence and establishing a positive cash flow. AMS was unaware that  
Mr. Carroll was trying to get Ravine to back P2Ps acquisition, with Mr. Marrones  
assistance. However, AMS ultimately agreed to allow P2P to assign this more  
buyer-friendly purchase and sale agreement back to GN on June 21, 2018.  
[116] On June 11, 2018, Mr. Marrone and Bill Van Haeren were appointed as  
directors of GNs board. Mr. Marrone became the Executive Chair of the board.  
[117] Mr. Marrone instituted numerous cost savings requirements, including that  
none of the officers receive a salary, and that Mr. Colvin could not bill GN for Ryans  
salary or expenses. He accepted that the CFO, Mr. Cassels, could continue to draw  
a salary, but not long afterward concluded that this also was an unnecessary  
expense for a company with no revenues.  
Hucul v. GN Ventures Ltd.  
Page 32  
[118] In lieu of salaries, on June 21, 2018, GNs board authorized the issuance of  
shares to its directors and officers as follows:  
a) Mr. Colvin: 5 million shares at $0.005/share;  
b) Mr. Marrone: 5 million shares at $0.005/share;  
c) Mr. Orman: 1 million shares at $0.005/share; and  
d) Mr. Cassels: 500,000 shares at $0.005/share.  
[119] On June 21, 2018, Ravine also changed its name to Great Northern Cannabis  
Ltd., which then changed its name to GN Ventures Ltd. on October 15, 2018.  
[120] In August 2018, GNs board authorized the issuance of nine million  
performance-based warrants to its board members and officers as follows:  
a) Mr. Colvin: 2.5 million warrants exercisable at $1/common share, expiring  
on August 28, 2021;  
b) Mr. Marrone: 3 million warrants exercisable at $1/common share, expiring  
on August 28, 2021;  
c) Mr. Orman: 1 million warrants exercisable at $1/common share, expiring  
on August 28, 2021; and  
d) P2P (Mr. Carrolls company): 2.5 million warrants exercisable at  
$1/common share, expiring on August 28, 2021.  
[121] According to GNs Consolidated Financial Statements (Years Ended  
December 31, 2019 and 2018, in CAD), the above warrants were to vest as follows:  
a) one-third upon the issuance of a valid and current development permit by  
the applicable regulatory authorities to construct a facility;  
b) one-third upon the issuance of a producers licenseand receipt of all  
approvals to commence cultivation of cannabis; and  
Hucul v. GN Ventures Ltd.  
Page 33  
c) one-third upon the issuance of a producers licenseand receipt of all  
approvals to commence sales of cannabis.  
[122] In the summer of 2018, GN contracted with an investment firm,  
EmergingEquities, to raise approximately $22 million in support of the AMS and  
Sault Ste. Marie projects by way of a share and warrant sale priced at $0.75 for  
one common voting share and one-half common share purchase warrant (the  
Special Warrant Offering). The warrant, when combined with another half warrant,  
could be exercised to purchase a share at a price of $1.00. Ultimately, the Special  
Warrant Offering was unsuccessful, raising only $670,324.50, much of which came  
from friends of Mr. Marrone and Mr. Carroll.  
[123] Following the unsuccessful Special Warrant Offering, I accept Mr. Marrones  
evidence that it was clear that the company would not have the money to complete  
any of its intended acquisitions, and would therefore fail.  
[124] It was at this point, in August 2018, that Mr. Marrone began discussions  
with Mr. Van Haeren about how GN could acquire Tykolis Real Estate Group Ltd./  
9869247 Canada Ltd. dba Stevens Green (Stevens Green), which Mr. Van  
Haerens company, Trigon, was building and Mr. Van Haerens family company,  
Gray Jay, had an agreement to acquire.  
[125] Mr. Marrone negotiated a deal with Mr. Van Haeren where GN would not  
have to put up any cash to acquire Stevens Green. Instead, it would only have to  
obtain the financing to pay out Gray Jays mortgage. On September 12, 2018,  
GN entered into an LOI with Gray Jay for the purchase of Stevens Green.  
The acquisition was to complete on January 8, 2019.  
[126] Mr. Colvin was responsible for securing the financing for the Stevens Green  
acquisition but he failed to do so. This resulted in GN breaching its obligations to  
Gray Jay and, consequently, in GN having to offer further consideration to Gray Jay  
to keep the deal.  
Hucul v. GN Ventures Ltd.  
Page 34  
[127] Mr. Marrone testified that, following GNs failure to obtain the financing  
required to pay out Gray Jays mortgage, GNs directors and officers offered to  
resign from their positions. He testified that Gray Jay elected to have Mr. Marrone  
and Mr. Carroll (who was then COO), stay on with the company, while accepting the  
resignations of Mr. Colvin and Mr. Orman.  
[128] I find that after this meeting in late January 2019, Mr. Colvin did no work for  
GN. On May 14, 2019, he formally resigned as GNs director and CEO.  
[129] On July 5, 2019, Health Canada issued a cultivation licence to Stevens  
Green. I accept Mr. Marrones evidence that this was a time-consuming and costly  
process, on which Mr. Marrone expended considerable effort in order to manage  
costs, negotiate supply agreements, and structure the company. Once it got the  
licence, Stevens Green was able to start production, but it was not until later in 2019  
and early 2020 that Stevens Green was able to grow and sell a viable product to the  
market and earn any revenues.  
DETERMINATION  
A.  
Was an Oral Contract Formed in June 2017?  
[130] The parties to this litigation agree on the governing law on contract formation,  
though they disagree on its application to the facts of this case.  
[131] A contract is formed where there is an offer by one party accepted by  
the other with the intention of creating a legal relationship, and supported by  
consideration: Ethiopian Orthodox Tewahedo Church of St. Mary Cathedral v. Aga,  
2021 SCC 22 at para. 35.  
[132] The legal principles to determine whether an enforceable contract has been  
formed were succinctly summarized in Oswald v. Start Up SRL, 2021 BCCA 352 at  
para. 34 as follows:  
(a) there must be an intention to contract;  
(b) the essential terms must be agreed to [by] the parties;  
(c) the essential terms must be sufficiently certain;  
   
Hucul v. GN Ventures Ltd.  
Page 35  
(d) whether the requirements of a binding contract are met must be  
determined from the perspective of an objective reasonable bystander, not  
the subjective intentions of the parties; and  
(e) the determination is contextual and must take into account all material  
facts, including the communications between the parties and the conduct of  
the parties both before and after the agreement is made.  
[133] A contract does not need to be written or signed to be binding, even  
in complicated commercial contexts: Crosse Estate (Re), 2012 BCSC 26  
[Crosse Estate] at para. 29.  
[134] Justice Dickson (as she then was) in Le Soleil Hotel & Suites Ltd. v. Le Soleil  
Management Inc., 2009 BCSC 1303 [Le Soleil] provides further guidance on how to  
interpret oral contracts:  
[328] The interpretation of oral contracts turns on the same essential  
principles [as a written contract]…. If the alleged agreement has not been  
reduced to writing, the Court must consider what the parties said and did and  
assess objectively whether, in context, their words and actions establish an  
intention to be bound…. The genesis and aim of the transaction is an aspect  
of the relevant context for consideration. The credibility of witnesses will be  
particularly important and differing versions of events will increase the  
difficulty of establishing that an enforceable bargain was made . . .  
[Citations omitted.]  
[135] With respect to how to consider subsequent negotiations as part of contract  
formation, Le Soleil provides the following guidance:  
[335] In The Law of Contract, 11th ed. (London: Sweet & Maxwell, 2003)  
Sir Guenther Treitel described the analytical approach to be adopted where  
subsequent negotiations form part of the relevant factual matrix. He wrote:  
When parties carry on lengthy negotiations, it may be hard to say  
exactly when an offer had been made and accepted. As negotiations  
progress, each party may make concessions or new demands and the  
parties may in the end disagree as to whether they had ever agreed at  
all. The court must then look at the whole correspondence and decide  
whether, on its true construction, the parties had agreed to the same  
terms ... the Court will be particularly anxious to reach such a  
conclusion where the performance which was the subject-matter of  
the negotiations has actually been rendered...  
Business men do not, any more than the courts, find it easy to say  
precisely when they have reached agreement, and may continue to  
negotiate after they appear to have agreed to the same terms. The  
court will then look at the entire course of the negotiations to decide  
Hucul v. GN Ventures Ltd.  
Page 36  
whether an apparently unqualified acceptance did in fact conclude the  
agreement. If it did, the fact that the parties continued negotiations  
after this point will not normally affect the existence of the contract; it  
will do so only if the continuation of the negotiations can be construed  
as an agreement to rescind the contract. A fortiori, the binding force of  
an oral contract is not affected or altered merely by the fact that, after  
its conclusion, one party sends to the other a document containing  
terms significantly different from those which had been orally agreed.  
[Citations omitted; Emphasis added.]  
[136] The existence of an enforceable contract requires an objective intention to  
contract. The test is not what the parties subjectively intended but rather whether  
a reasonable person in that partys situation would believe that the party was  
assenting to the terms proposed by the other party. The actual state of mind  
and personal knowledge or understanding of the other party are not relevant.  
In assessing intention to contract, a court is not confined to the four corners of  
the alleged contract, but may look to all the circumstances, including evidence of  
past agreements involving other parties, the circumstances in which the alleged  
agreement was made, and future actions and representations by both parties:  
Leemhuis v. Kardash Plumbing Ltd., 2020 BCCA 99 at paras. 1517.  
[137] To determine whether a binding contract was created, a court may  
consider both partiesconduct leading up to and after concluding the agreement.  
For example, if the parties acted on their own understanding of the agreement and  
incurred expenses, a court may be reluctant to find there was only a non-binding  
agreement to agree. Conversely, if further negotiations took place after the alleged  
agreement was concluded, it may suggest that definitive agreement was never  
achievedthough subsequent negotiations are not necessarily inconsistent with  
a fully formed contract: Le Soleil at para. 334.  
[138] The underlying business context is also relevant in a determination of whether  
a contract was formed: Crosse Estate at para. 33, citing Copcan Contracting Ltd. v.  
Ashlaur Trading Inc., 2010 BCCA 597 at para. 8. Objective agreement can be  
implied by conduct: Crosse Estate at para. 32 and Start Up SRL. Although  
subsequent conduct is not direct evidence of the formation of a contract, I accept  
Hucul v. GN Ventures Ltd.  
Page 37  
that it may be highly persuasive circumstantial evidence of an original intention to  
form a contract at the relevant time.  
[139] The issue of whether the parties intended to form an enforceable contract and  
what is evidenced by their conduct is often entangled with the issue of whether there  
is certainty in the essential terms of an alleged contract. Courts cannot enforce an  
alleged contract if its terms are unclear. Where the terms are vague, ambiguous,  
or incomplete, it cannot be said that the parties came to a meeting of the minds:  
Le Soleil at para. 339. While it is not necessary for every conceivable matter to be  
resolved to create an enforceable contract, the law does not recognize a contractual  
agreement to agree: Le Soleil at para. 330.  
[140] The overarching question in the certainty of terms analysis is whether the  
parties have agreed on all matters that are vital or fundamentalto the arrangement  
or whether they intended to defer legal obligations until a final agreement has been  
reached: Le Soleil at para. 330. What constitutes an essential termis fact specific  
and is not readily addressed in the authorities: Vancouver Canucks Limited  
Partnership v. Canon Canada Inc., 2013 BCSC 866 at para. 188.  
[141] If agreement on all essential terms is established, courts may imply some  
terms to give business efficacy to the bargain. However, courts should not imply  
a term unless it is necessary, and the courts should not imply terms which would  
effectively rewrite the contract or contradict its other terms: Zeitler v. Zeitler (Estate),  
2010 BCCA 216 at paras. 2526.  
PartiesPositions  
[142] The plaintiffs central position is that the evidence establishes that Mr. Hucul  
had an enforceable oral contract entitling him to 10 million GN shares upon GN  
obtaining a cannabis licence from Health Canada and a $150,000 salary.  
[143] The plaintiff argues that Mr. Hucul, Ryan, and Mr. Colvin entered into an oral  
agreement at or around the time of the June 2017 Meeting with the following  
essential terms:  
 
Hucul v. GN Ventures Ltd.  
Page 38  
a) each would receive 10 million shares in the company used to implement  
their business plan, to be issued when that company was listed on a  
public stock exchange (the Shareholders Term); and  
b) Mr. Hucul would earn $200,000 annually for his role in developing the  
business plan and using his best efforts to facilitate the acquisition of a  
late stage applicant (the Employment Term).  
[144] The plaintiff submits that no other terms were essential, including the share  
structure, the price of the shares, or the actual terms of Mr. Huculs employment.  
With respect to the price of shares, the plaintiff submits that the evidence establishes  
that the founders agreed to pay an insignificant or nominal amount per share, but  
that the exact share price was not essential to the agreement. As for the rest,  
Mr. Hucul trusted Mr. Colvin to make all the corporate decisions, including selecting  
the best share structure and all other corporate aspects of the business venture.”  
[145] With respect to the certainty of the timing of the issuance of the shares,  
Mr. Hucul relies on the evidence establishing that, at the June 2017 Meeting, the  
founders believed that they could take their company public by December 2017  
and that the founders would get their shares once the company went public.  
[146] The plaintiff submits that the requirements of contract formation as set out in  
Le Soleil are satisfied. He argues that a reasonable person would conclude that the  
founders intended to, and did, contract on the above essential terms.  
[147] The plaintiff submits that, at an unspecified time in the following months,  
the founders amended the terms of their agreement such that the shares would be  
issued on the date that GN obtained a cannabis licence, rather than on going public,  
and that Mr. Huculs salary would be $150,000 rather than $200,000 annually.  
[148] Although Mr. Hucul concedes that GN was not a party to the June 2017  
Meeting, he submits that GN adopted this agreement and these essential terms in  
August 2017, when Mr. Colvin introduced GN as the corporate vehicle to carry out  
their business plan. Specifically, Mr. Hucul says that Mr. Colvin, through his conduct  
Hucul v. GN Ventures Ltd.  
Page 39  
as GNs President and CEO, objectively signalled GNs intent to be bound to the  
foundersagreement by:  
a) telling Mr. Hucul that this was so;  
b) acting in accordance with the agreement;  
c) taking the benefits of the agreement through Mr. Huculs contributions to  
building the company; and  
d) approving Mr. Huculs sale of a portion of the 10 million shares at various  
times in 2018.  
[149] No evidence was led of any words spoken by Mr. Colvin that GN intended  
to adopt or become a party to the foundersagreement. Mr. Hucul relies on his  
impression of things Mr. Colvin said, without a recollection of what specifically  
was said to give him this understanding.  
[150] With respect to Mr. Colvins actions, the plaintiff submits that the following  
evidence of the foundersconduct establishes the existence and certainty of the  
agreement and its essential terms:  
a) Mr. Hucul and Ryans evidence that at some point the founders agreed  
that they would each receive 10 million shares in GN;  
b) various investor slide decks that represent the existence of a previous  
allocation of at least 35 million shares in Ravine;  
c) the documentary evidence, including the draft employment agreement  
which was sent by Mr. Colvin to Mr. Hucul in August 2017, the draft  
partnership agreement prepared by Ryan and Mr. Hucul in December  
2017, and the draft Statements of Understanding prepared by Ryan  
and Mr. Hucul in August 2018; and  
Hucul v. GN Ventures Ltd.  
Page 40  
d) the evidence of other credible witnesses, like Mr. Watson regarding  
Mr. Colvins approval of Mr. Huculs sale of his shares.  
[151] The defendants central position is that the agreement alleged to have been  
formed by the founders fails to satisfy the requirements of an enforceable contract  
as both the required intention to contract and certainty of terms are lacking. While  
the defendant accepts that, while it is probable that the parties discussed a possible  
business venture and possible terms for that venture, at most, the outcome of the  
June 2017 Meeting was an agreement to agree.”  
[152] In support of its position that the founders demonstrated no intention to  
contract, the defendant points to the inconsistencies in the foundersevidence  
and conduct on this point. Mr. Colvins discovery evidence contradicts Mr. Huculs  
testimony, and the defendant says it is more credible than Mr. Huculs on this point.  
The defendant submits that an objective reasonable bystander would find it  
improbable that Mr. Colvin would, after merely a few discussions with Mr. Hucul,  
agree that:  
a) Mr. Hucul would be retained as the CEO of a business venture, despite  
Mr. Huculs lack of education and lack of corporate experience;  
b) Mr. Hucul would be paid $200,000 salary in quarterly instalments paid in  
advance;  
c) Mr. Hucul and his 19-year-old son Ryan would each receive equal shares  
in the business venture as Mr. Colvin, who would be providing or securing  
all of the financing and performing all of the analytical and corporate  
decision-making work;  
d) each retain a one-third ownership structure in the eventual public  
company, given that this would exclude any outside investment.  
[153] The defendant says this case is analogous to Gaukel v. Buksh, 2021 BCSC  
1751. Gaukel concerned the plaintiff and the defendantsdreams, discussions, and  
Hucul v. GN Ventures Ltd.  
Page 41  
negotiations in connection with their plans to build a ski-hill in Chilliwackwhich had  
not yet been acted upon. In finding that there was no contract between the parties,  
the Court acknowledged a long history of dealings between them and its reluctance  
to find a contract void for uncertainty. However, the Court ultimately found that this  
history of negotiation and dealings was insufficient to ascertain an enforceable  
contract, stating at para. 213 that [t]o find a contract in this situation would be to  
create a contract for the parties that never existed.”  
[154] On the question of certainty of essential terms, the defendant argues that  
this case is analogous to the facts in Burton v. Marwest Utilities Services Ltd.,  
2019 BCSC 490. In Burton, the plaintiff sued the defendant company for breach  
of contract and/or restitution for unjust enrichment pursuant to an oral employment  
contract. The plaintiff alleged that the terms of this oral contract were that he would  
purchase shares in the defendant company, in a number and manner to be  
determined by lawyers and accountants at the direction of the companys principal,  
through a credit given to him for 12.5% of the profit for projects that the plaintiff  
successfully managed for the company. The defendants argued that the plaintiff  
failed to establish an intention to contract between the parties and that the terms  
of the alleged contract lacked sufficient certainty, including on the parties and the  
value of the shares. Justice Donegan concluded that neither party was ever able  
to precisely identify the terms of any agreement struck, and that a reasonable  
bystander would not be able to do so either.  
[155] The defendant submits that certainty with respect to the following terms were  
essential to any binding agreement and are lacking:  
a) when the shares would be issued;  
b) what company would issue the shares;  
c) the degree of ownership in the company and any anti-dilution terms;  
d) the price to be paid for the shares; and  
Hucul v. GN Ventures Ltd.  
Page 42  
e) the terms of Mr. Huculs employment.  
[156] With respect to when the shares would be issued, the defendant says that the  
exact triggering event changed throughout Mr. Huculs evidence.  
[157] With respect to which company would issue the shares, the defendant points  
to the fact that Mr. Hucul and Ryan originally pursued late stage applicants under the  
name of PLC, and that GN (then Ravine) was not involved until August 2017. Even  
after GN had been introduced, the founders continued to look for a public company  
to acquire and use as the corporate vehicle that would ultimately purchase the late  
stage applicant, go public, and issue shares. For example, pursuant to the draft  
partnership agreements prepared by Ryan and Mr. Hucul in December 2017 (and  
unsigned by Mr. Colvin), the shares were anticipated to be issued in an unnamed  
public companywith the placeholder PubCo”—not GN.  
[158] With respect to the extent of ownership, the defendant points to the following  
inconsistencies in alleged terms which Mr. Hucul testified to at trial:  
a) Mr. Hucul, Mr. Colvin and Ryan were to each hold a one-third interest in  
the eventual public company;  
b) the [shares] could not be diluted; and  
c) Mr. Hucul, Mr. Colvin and Ryan were to retain 51% voting control of the  
company in perpetuity.  
[159] With respect to the price to be paid for the shares, the defendant points to  
several inconsistencies in the evidence on this point. For example, while neither  
Mr. Huculs pleadings nor the draft partnership agreements and Statements of  
Understanding indicate any price for the shares, Mr. Hucul testified at trial that the  
founders agreed at the June 2017 Meeting that the price of the shares would be  
$0.005 per share. This just happens to be the price that the board set in June 2018  
for the issuance of foundersshares to GNs directors and officers. However, it is not  
consistent with any other evidence, including documents that suggest Mr. Colvin  
Hucul v. GN Ventures Ltd.  
Page 43  
was anticipating a lower price in the spring of 2018, and Ryans evidence that  
he does not recall share price being discussed at all at the June 2017 Meeting.  
[160] With respect to Mr. Huculs employment terms, the defendant highlights as  
uncertain: the discrepancies in terms as between the plaintiffs pleadings in his  
February 2020 notice of civil claim; Mr. Colvins discovery evidence; Mr. Huculs  
trial evidence; and the plaintiffs subsequent changes to his pleadings at trial.  
[161] The defendant also points more generally to the evolving nature of the  
plaintiffs pleadings regarding the terms of the alleged agreement as evidence of  
this uncertainty.  
[162] In sum, the defendant submits that the totality of the evidence with respect  
to the plaintiffs alleged agreement reveals numerous ambiguities, such that an  
objective reasonable bystander would not find that sufficient certainty of terms  
existed.  
[163] In response, the plaintiff rejects GNs submission that anything other than the  
number of shares he would receive and the salary he would receive from GN are  
essentialto the agreement and notes that uncertainty on non-essential terms  
will not void an entire agreement, relying on Canadian Bedding Company Ltd. v.  
Western Sleep Products Ltd., 2009 BCSC 1499. He says the case in not analogous  
to either Burton or Gaukel, but falls somewhere between the cases where there was  
clearly a contract and the cases where there clearly was none.  
[164] With respect to the defendants assertions regarding the absurdity of the  
share structure that Mr. Hucul testified had been agreed to, the plaintiff argues that  
the test for certainty of terms is not whether a reasonable objective bystander would  
consider an impugned term to be commercially reasonable, but rather whether the  
parties have indicated to the outside world their intention to contract and the terms  
of such contract. He says that there is no suggestion that at any point after the  
June 2017 Meeting there was any limit on dilution or control expressed by any of  
Hucul v. GN Ventures Ltd.  
Page 44  
the individuals, and Mr. Hucul simply trusted Mr. Colvin to determine what would be  
best.  
Findings on Contract Formation  
[165] For the reasons that follow, I find that Mr. Hucul has not established that he,  
Ryan, and Mr. Colvin entered into an enforceable oral contract in June 2017, or  
at a later date when it is alleged that GN subsequently adopted this contract.  
[166] I do not have any evidence of any words stated that may be objectively  
construed to have formed such a contract. Nor do I have any contemporaneous  
documents, emails, or text messages that might be used to supplement the  
evidence of the words said to be utilized to form the contract.  
[167] Seen in its best possible light, what I have instead is evidence of the  
following:  
a) that Ryan and Mr. Hucul came away from the June 2017 Meeting  
believing that they would start a cannabis production company with  
Mr. Colvin;  
b) that the three of them would take that company public by the end of 2017;  
c) that they would each own one-third of that company; and  
d) that they would each get 10 million shares in that company.  
[168] They also understood that Mr. Colvin had access to millions of dollars and  
that he would provide up to $40 million for this future company, but that they would  
have to raise about $500,000 for seed financing to cover salaries and office space.  
[169] Finally, they understood that Ryan would act as Mr. Colvins executive  
assistant and that Mr. Hucul would leverage his contacts and knowledge from  
building a medical marijuana facility in Kelowna to bring late stage applicants to  
Mr. Colvin for acquisition.  
 
Hucul v. GN Ventures Ltd.  
Page 45  
[170] I accept that Ryan and Mr. Hucul understood from Mr. Colvin that the best  
way to realize their goal was to purchase a publicly listed shellcompany, and  
that their 10 million shares would be issued once the company had acquired the  
licensed producer and was public.  
[171] While not all the evidence was consistent with the above characterization,  
I accept that this was the essence of Ryan and Mr. Huculs understanding from the  
June 2017 Meeting, though at least Ryan acknowledged that it was almost too good  
to be true.”  
[172] Mr. Hucul says that this shared understanding between himself and Ryan,  
together with the subsequent conduct of Mr. Colvin and GN, is sufficient to establish  
that he and GN entered into an oral contract that included the Shareholders Term  
and the Employment Term, and that no other terms were essential. I disagree.  
Intention to Contract  
[173] The evidence does not provide enough information for the Court to establish  
an intent to form a binding contract on these terms, or on other terms that are  
essential to the asserted terms of this agreement. Rather, I find that the evidence  
establishes at best an agreement to agree,subject to amorphous terms and  
contingent on a number of highly speculative events.  
[174] Although Mr. Colvin did not testify, and I only have a select portion of his  
discovery evidence, the determination of Mr. Colvins objective intentions are  
essential to a finding that all three founders intended to contract with each other.  
Mr. Colvins discovery evidence, as read in by the plaintiff, is that the business plan  
discussed in June 2017 was speculative. That does not support a finding that he had  
an intention to contract.  
[175] Even without Mr. Colvins discovery evidencewhich is arguably self-serving  
and incompleteI find that the totality of the evidence establishes that the June  
2017 business plan was highly contingent on numerous speculative events  
 
Hucul v. GN Ventures Ltd.  
Page 46  
occurring. Nor does the evidence of Mr. Colvins conduct indicate an intention to  
contract.  
[176] Mr. Hucul and Ryan described Mr. Colvin as notoriously difficult to pin down  
and unwilling to commit to any concrete proposals, expenditures, or agreements.  
Mr. Colvin never signed the employment agreement, the partnership agreement, or  
the Statements of Understanding prepared by Ryan and Mr. Hucul. While I accept  
that Mr. Colvins subsequent conduct establishes that he made efforts to pursue  
LOIs with late stage applicants, and that he continued to represent that he would be  
able to fund these LOIs, Mr. Colvins objective conduct does not indicate that he felt  
bound by a legal obligation to do so.  
[177] The fact that Mr. Colvin was terrible at corporate recordkeeping and evasive  
when it came to committing himself or the company to anything does not assist the  
plaintiff. There is no reason to believe that Mr. Colvins failure to sign any of the draft  
documentation prepared by Mr. Hucul and Ryan was merely accidental. The  
evidence of Mr. Colvins behaviour instead suggests that Mr. Colvins actions were  
deliberate and reflected his intention to not contractually commit himself (or later  
GN) to the outlined plan formed at the June 2017 Meeting, including as later set out  
in the draft Partnership Agreements and the Statements of Understanding prepared  
by Ryan and Mr. Hucul. The same is true of the employment contract that Mr. Colvin  
never signed or performed.  
[178] I have little evidence as to what Mr. Colvins subjective intentions were in  
relation to the June 2017 Meeting, but his objective conduct is more consistent with  
an intention to pursue a speculative business venture and see where it led, than it is  
with intending to enter into a contractual obligation with Ryan or Mr. Hucul, including  
with respect to both the Shareholders Term or the Employment Term of the alleged  
foundersagreement.  
Essential Terms  
[179] The establishment of all essential terms of an agreement is also a  
precondition for establishing a valid and binding contract.  
 
Hucul v. GN Ventures Ltd.  
Page 47  
[180] I agree with the defendants submissions that the inconsistencies and  
ambiguities in the evidence on various terms is such that a reasonable person  
would not be able to discern what it is that the founders intended to contract for at  
the June 2017 Meeting and afterwards.  
[181] I reject the plaintiffs assertion that the partiesconduct in this case resolves  
any of the uncertainty inherent in the alleged agreement. What I have found instead  
is that the evidence as a whole reveals an ever-evolving set of discussions, written  
representations, and versions of agreements that were not fully fleshed out, still  
subject to drafting and re-drafting, ongoing negotiation, and not well understood by  
either Ryan or Mr. Hucul.  
[182] I find that it is difficult to discern any fixed terms, let alone any essential terms,  
from the evidence regarding the June 2017 Meeting, or the partiessubsequent  
conduct. The terms chosen as essentialby the plaintiff are merely the ones that  
would entitle him to something, and deem every other aspect of the business  
venture as inconsequential.  
[183] Most problematic for the plaintiffs case is the issue of consideration. At the  
heart of every contract is the exchange of consideration: Rosas v. Toca, 2018 BCCA  
191 at 76 citing G.H.L. Fridman in The Law of Contract in Canada, 6th ed. (Toronto:  
Thomson Reuters Canada Ltd., 2011) at 84. However, in this case, the nature of the  
consideration to be exchanged is entirely unclear; in particular, what, if anything,  
Mr. Hucul was to contribute.  
[184] Mr. Hucul pleads and submits that he was promised 10 million shares  
presumed by the founders to be worth millions of dollars, but was unclear as to  
what he was to exchange for this promise. The plaintiff concedes that it is a legal  
requirement that shares be paid for upon issuance, but he argues that the cost of the  
shares was not an essential term because it was assumed to be insignificant. Even if  
I were to accept that suggestion, some discernable form of consideration for these  
shares is essential. Submissions in closing arguments that each of the founders  
would make best effortsfor an unspecified period of time to achieve their business  
Hucul v. GN Ventures Ltd.  
Page 48  
plan does not establish the required clarity of this essential term regarding  
Mr. Huculs consideration for his shares.  
[185] The problem of consideration is also highlighted by the disparity between  
Mr. Hucul and Ryans ostensible contributions, and the enormity of the contribution  
they expected from Mr. Colvin. Ryan expected to work as a personal assistant (and  
to be paid to do that while learning on the job) while Mr. Hucul would identify and  
communicate with late stage applicants and be paid $200,000 (later, $150,000)  
annually. Mr. Colvin, on the other hand, was to contribute up to $40 million to the  
venture and be responsible for all the decision-making. That all three founders  
intended to contractually agree to terms in which each founder would receive  
equal thirds of a company for this incredibly disparate financial and professional  
contribution is difficult to believe.  
[186] The absurdity of the arrangement is highlighted by Mr. Huculs perception  
that, although funds would have to be raised through the sale of shares for $500,000  
for administrative costs, no shares of the company would be lost or expended on  
obtaining the tens of millions of dollars required to actually purchase the late stage  
applicants.  
[187] Most problematic of all, however, with respect to the Shareholders Term was  
that the shares themselves did not yet exist at the time of the alleged agreement in  
June 2017, and that the company that would be bound to provide them had not yet  
been identified.  
[188] The same is true about the Employment Term. I find that Mr. Hucul did not  
know or understand what his position or job obligations would be when he says he  
formed a contract with Ryan and Mr. Colvin that he would be paid $200,000. These  
are minimum essential terms for an employment contract and, in their absence, it is  
not possible to determine that an agreement regarding Mr. Huculs employment or  
salary had been entered into in June 2017.  
Hucul v. GN Ventures Ltd.  
Page 49  
[189] Like the alleged Shareholders Term, the most fundamental term of the  
employment contract was also unknown and unsettled in June 2017: the identity  
of the company that would employ Mr. Hucul.  
[190] I turn then to the issue of whether GN was that company, and whether GN,  
either through its corporate actions or through Mr. Colvins representations as its  
CEO, entered into a contract regarding the share allocation of the founders, or  
otherwise adoptedthe alleged agreement, including the Shareholders Term  
and the Employment Term.  
B.  
Did GN Become a Party to the Contract?  
[191] Mr. Hucul does not sue Ryan or Mr. Colvin for breaching the agreement he  
alleges they may made with him in June 2017. He argues, instead, that GN adopted  
the obligations of the June 2017 Meeting, and he assigns to GN the promises he  
says were made to him by Mr. Colvin with respect to share issuance and salary.  
In essence, Mr. Hucul treats GN and Mr. Colvin as interchangeable, and argues  
that Mr. Colvin and all his representations, promises, obligations, and actions  
became those of GN, mainly because Mr. Colvin was the CEO of GN.  
[192] While GN does not deny that Mr. Colvin had the authority to bind GN as its  
CEO, GN submits that Mr. Colvin was primarily acting in his personal capacity in his  
dealings with Mr. Hucul. GN submits that this did not change in August 2017 after  
Mr. Colvin introduced GN as the vehicle for the foundersbusiness venture. GN  
argues that any agreement with Mr. Hucul continued to be with Mr. Colvin in his  
personal capacity. GN submits that, if any enforceable agreement was formed  
pursuant to the June 2017 Meeting, which is denied, it was a partnership agreement  
between Mr. Hucul, Ryan, and Mr. Colvin in his personal capacitynot GN.  
[193] Mr. Hucul responds to this argument by saying that, if the founders initially  
formed a partnership, which he denies, then s. 3 of the Partnership Act, R.S.B.C.  
1996, c. 348 [Partnership Act] extinguishes all partnership agreements upon the  
formation of a company by members of that company. He says that s. 3 of the  
Partnership Act expressly excludes the relationship between members of a  
 
Hucul v. GN Ventures Ltd.  
Page 50  
companyfrom the broad definition of a partnership in s. 2 and ensures that persons  
who associate for the purpose of incorporating a company will not be burdened with  
the duties and liabilities that flow from a partnership. He relies on Roussy v. Savage,  
2019 BCSC 1669 at para. 289 [Roussy] for this proposition. He further submits that,  
as a shareholder of GN, he fit within the definition of a member of the company”  
pursuant to s. 3 of the Partnership Act. Although GN had not issued the shares  
to him, he says that he was nonetheless a memberof GN as a beneficial  
shareholderon the basis that GN was holding his shares on a constructive trust  
in his favour.  
[194] Mr. Hucul accepts that courts have found a partnership where persons  
associate for the purpose of forming a corporation and carry out their business  
together, but fail to form the intended corporation: Pitrie v. Racey et al., 1963  
522 (B.C.S.C.) [Pitrie]; Holund Holdings Ltd. et al. v. Lewicky et al., 1970 873  
(B.C.S.C.) [Holund]; Red Burrito Ltd. v. Hussain, 2007 BCSC 1277 [Red Burrito].  
However, he argues that, where these persons incorporate, incorporation will bring  
any partnership that may have existed to an endrelying on Red Burrito at para. 23;  
Holund; Roussy at para. 289.  
[195] Mr. Hucul also points to cases where the courts, in light of s. 3 of the  
Partnership Act, were critical of attempts by parties to pierce the corporate veil by,  
for example, arguing that a partnership existed between corporations, or between  
individuals and a corporation. He relies on Pine Valley Mining Corporation (Re),  
2007 BCSC 926 at para. 39; Bell v. River Rock Lodge Corp, 2011 BCSC 9 at  
para. 60; San Bao Investments Inc. v Sun, 2018 BCSC 1128 at para. 21; Pitrie;  
Holund; Red Burrito for this proposition.  
[196] While Mr. Hucul concedes that the founders, on several occasions, worked  
outside of GN, including with GRSU and Catalina, he says that this external  
involvement was short-lived and associated, at least in Mr. Huculs mind, with  
his work for Mr. Colvin and GN.  
Hucul v. GN Ventures Ltd.  
Page 51  
[197] Mr. Hucul also argues that, in any event, no partnership was formed between  
the founders. He argues that the fact that the parties referred to themselves as  
partnersis immaterial, as many courts have noted that the term partneris often  
used to describe persons who are not partners at law: see for example Ness  
Training Ltd. v. Triage Central Ltd. [2002] S.L.T. 675 (O.H. Scot.) at para. 17;  
Bass Clef Entertainments Ltd. v. Hob Concerts Canada Ltd., 2007 17186  
at para. 52.  
Findings on GN as a Party to the Contract  
[198] I agree with GN that the foundersbusiness plan discussed in June 2017 was  
between Mr. Hucul, Ryan, and Mr. Colvin in his personal capacitynot GN. I also  
find that GN did not adopt, or otherwise become a party, to this arrangement.  
[199] I am not convinced that the founders formed a clear enough agreement to  
constitute a partnership agreement, so I need not determine whether that agreement  
was ended by the effect of s. 3 of the Partnership Act. However, had I been required  
to make such a determination, I would have found that Mr. Hucul was not a  
memberof GN as a beneficialholder of non-existent shares, and I rely on my  
factual findings above and the analysis in Lindholm v. Lindholm, 2000 BCSC 269 in  
this regard. Furthermore, while incorporation may frequently replace a partnership,  
it will not always do so, particularly where the newly formed corporation does not  
capture the purposes of the partnership, does not have the same members as  
the partnership, or the partnership envisages a business venture incorporating  
numerous corporations within it: see for example Libfeld v. Libfeld, 2021 ONSC  
4670. I find that this is such a case, where a business plan between the founders  
contemplated the use of any number of corporations, both public and private,  
as vehicles for its realization. Throughout the relevant period, the founders used  
multiple corporate vehicles to pursue their speculative business ventures. GN was  
only one of these vehiclesit was neither the first nor the last.  
[200] Mr. Hucul relies heavily on the fact that Mr. Colvin was CEO of GN in 2017  
and 2018, and he says that therefore everything Mr. Colvin said about Mr. Huculs  
 
Hucul v. GN Ventures Ltd.  
Page 52  
entitlement to GN shares and salary was binding on GN. I note that I have little  
evidence of any words spoken by Mr. Colvin in this regard, and no documentary  
evidence that any words to this effect were written by Mr. Colvin other than the  
unsigned draft employment agreement.  
[201] In determining whether an agent is acting with apparent authority, external  
representations are important: De Cotis v. Hothi, 2018 BCSC 2271. In Argo  
Ventures Inc. v. Cho, 2019 BCSC 85, Justice Shergill noted that the court must  
consider the behaviour of all parties in determining whether a reasonable inference  
could be made that one party was acting as an agent for another party.”  
[202] Mr. Huculs most compelling evidence that GN recognized Mr. Huculs  
entitlement to 10 million shares is his evidence, corroborated by Mr. MacKee  
and Mr. Watson, that Mr. Colvin, while he was GNs CEO between March and  
September 2018, approved of Mr. Hucul representing to others that he owned  
10 million GN shares that he was entitled to sell. However, this representation  
does not take Mr. Hucul very far given that he knew he did not own those shares,  
and his entitlement to those shares was not assured.  
[203] It is also important to consider the conduct of GN (then Ravine) and  
Mr. Colvin at this time. Mr. Colvins representations were made at a time when  
Mr. Colvin knew that Mr. Hucul did not own the 10 million shares that he was  
purportedly sellingto others. Furthermore, at least some of Mr. Colvins  
representationsincluding those pertaining to Mr. Watsons evidencewere  
made by Mr. Colvin after GN had issued shares to himself and other GN board  
members, to the exclusion of Mr. Hucul. Rather than suggesting that Mr. Colvins  
misrepresentations bound GN, this conduct instead suggests that Mr. Colvins  
representations were deliberately made without GNs knowledge or approval.  
Given these circumstances, I cannot equate Mr. Colvins representations to  
those made on behalf of GN.  
[204] Furthermore, while Mr. Colvin was acting as President and CEO of GN,  
the evidence establishes that he frequently conducted himself with other hats on,  
Hucul v. GN Ventures Ltd.  
Page 53  
including as the controlling mind of PLC, the CEO of Cannapharmax, and the  
anticipated CEO of GRSU and Catalina Gold. On several occasions, Mr. Colvin  
made financial commitments and personally received money other than by or on  
behalf of Ravine/GN, including:  
a) accounting for $50,000 of Mr. Huculs salary as a personal investment  
through Ravine;  
b) selling his (non-existent) debentures in GN to investors, which he then  
paid to himself and not Ravine; and  
c) pursuing financing for Catalina Gold (a competitor) while also tasked by  
GN to secure financing to complete GNs purchase and sale agreement  
with Gray Jay for Stevens Green.  
[205] Mr. Colvin also kept his share subscriptions and investments secret from  
GNs corporate governance structures. For example, in May 2018, when  
Mr. Marrone was becoming involved with the board, Mr. Colvin instructed Ryan  
to make a list of the friends and acquaintances who had invested approximately  
$450,000, ostensibly in Ravine, and told Ryan that the existence of these investors  
was confidential information and not to be disclosed to anyone.He later asked  
Ryan, also apparently unbeknownst to GNs board, to send an email to these  
investors advising that their redemption period for their debentureswas being  
extended from August 2018 to December 2018. There is no corporate record of GN  
having received these investments or issuing these debentures, and the evidence  
before me establishes that Mr. Colvin withheld this information from the board.  
[206] I find that Mr. Colvin was not acting on behalf of GN when making his alleged  
representations to Mr. Hucul regarding his share entitlement. I also find that  
Mr. Hucul was aware that Mr. Colvin was the directing mind of numerous business  
ventures, and, at the least, he was inattentive to the distinctions between them. I find  
that Mr. Hucul did not distinguish between Mr. Colvins representations on behalf of  
Hucul v. GN Ventures Ltd.  
Page 54  
GN, his representations on behalf of other companies, or his representations in  
pursuit of the foundersbusiness plan.  
[207] Turning from Mr. Colvins representations to the conduct of GN itself, I find  
that GN did not adopt the foundersbusiness plan, through its conduct or otherwise.  
[208] Even after Ravine was introduced as the corporate vehicle for the founders’  
business plan, replacing PLC with the intention of having a number of PLCs LOIs  
assigned to it, Ravines governance and share structure remained the same,  
unaffected by the founders or their business plan. While GN replaced PLC as the  
vehicle for the foundersplan to acquire late stage applicants between August 2017  
and April 2018, this appears to be the only thing that GN did as a corporation that is  
consistent with the foundersbusiness plan.  
[209] For example, the one-third ownership structure central to the founders’  
business plan and the June 2017 Meeting was never reflected in GNs ownership or  
corporate structure. Mr. Larsen remained GNs sole shareholder until months after  
Ravine ceased to be the vehicle by which the founders were pursuing their business  
plan, and there is no suggestion that he or the board of Ravine was ever informed of  
the proposed new distribution of ownership, let alone the distribution of 10 million  
new shares contemplated by the Shareholder Term. The evidence that is available  
regarding GNs corporate structure and records establishes that no aspects of the  
foundersbusiness plan were discussed by GNs board, recorded in GNs minutes,  
documented in GNs corporate records, or reflected in GNs corporate structure.  
[210] None of the founders were issued shares, or even formal promises of shares,  
when Ravine became the vehicle for their business plan.  
[211] Nor does the evidence support a finding that GN contracted with Mr. Hucul  
with respect to his alleged employment terms. Mr. Hucul was never appointed CEO,  
COO, or any other corporate officer position by GN, nor was he paid a salary by GN  
for his work. The draft employment agreement provided by Mr. Colvin to Mr. Hucul  
was not consistent in its job description or salary (or any other terms) with  
Hucul v. GN Ventures Ltd.  
Page 55  
Mr. Huculs recollection of the June 2017 discussions. In addition, it was not signed  
by either Mr. Hucul or Mr. Colvin, or endorsed by GNs board. Neither Ravine nor  
GN ever paid Mr. Huculs salary from its accounts. Instead, Mr. Hucul was paid by  
Mr. Colvin in intermittent amounts by cash and other consideration.  
[212] Ryan was also supposed to be hired as Mr. Colvins assistant pursuant to the  
business plan, and he was. However, other than a few early payments, there is no  
evidence that he was paid by GN, or that GN adopted that part of the foundersplan  
either. To the contrary, Ryan considered himself to be employed by Mr. Colvins  
personal holding company, PLC.  
[213] Ravines external representations to investors as evidenced in the investor  
presentation slide decks and emails also do not support Mr. Huculs claim that he  
was an acknowledged part owner and principal of Ravine. Mr. Huculs emails to  
potential targets also do not assist Mr. Hucul in this regardhe used his own email,  
not a corporate email, in all of these communications, and to a large extent was  
simply forwarding pre-approved messages vetted or prepared by Mr. Colvin.  
[214] In summary, GNs corporate structure and corporate conduct was  
inconsistent with the elements of the alleged foundersagreement formed in  
June 2017 in almost every respect, including:  
a) the one-third ownership of each founder;  
b) the issuance of shares (even contingent ones) to the founders;  
c) the appointment of Mr. Hucul as CEO; and  
d) the payment of salary to Mr. Hucul.  
[215] Overall, almost nothing GN did or could do in its corporate capacity signalled  
that GN had adopted the terms of the foundersbusiness plan that Mr. Hucul is now  
seeking to enforce.  
Hucul v. GN Ventures Ltd.  
Page 56  
[216] While I accept Mr. Huculs premise that he and Ryan expected to be issued  
shares in GN sometime after Ravine was introduced as the corporate vehicle for  
the foundersbusiness plan, that is not the same as finding that GN, as a distinct  
corporate entity, contractually bound itself to Mr. Hucul (or to Ryan or Mr. Colvin)  
to issue 10 million shares to each of them. There is a significant legal difference  
between a company becoming a vehicle for a business plan, and a company  
contracting with its founders. Even if the founders were actually shareholders of  
GN at the time they are alleged to have made their agreements, a breach of a  
shareholders agreement in which the company is not a party does not attract  
liability for the company in breach of contract: see e.g. Donnelly v. Steward,  
2001 BCSC 1398.  
[217] Corporations must act corporately, and I agree with the defendant GN that,  
in this case, Mr. Colvins representations, reassurances, proposals, and pursuits in  
relation to the founders remained those of Mr. Colvin personally and not those of  
GN as a corporate entity. Furthermore, I find that Mr. Huculs direction and loyalty  
belonged to Mr. Colvin alone, and not to the various corporate entities that  
Mr. Colvin directed or represented himself as directing.  
[218] I therefore do not need to deal with the interesting question of whether the  
Supreme Court of Canadas decision in Owners, Strata Plan LMS 3905 v. Crystal  
Square Parking Corp., 2020 SCC 29 regarding the adoption by conduct of a pre-  
incorporation contract could apply to an already incorporated company that, by its  
conduct, adopts the terms of a contract. On the whole of the evidence before me,  
I find that GN did not adopt the alleged essential terms of the foundersbusiness  
plan or the June 2017 Meeting.  
C.  
Did GN Continue to Owe Contractual Obligations to Mr. Hucul?  
[219] Because I have found that there was no contract, it is not necessary for me  
to consider whether the contract contained implied terms obligating Mr. Hucul to  
continue to work for GN or to make a material contribution in order to be entitled  
to the shares over a year after he ceased to contribute to GN.  
 
Hucul v. GN Ventures Ltd.  
Page 57  
D.  
What Damages would Mr. Hucul be Entitled to in Breach of  
Contract?  
[220] Mr. Hucul seeks damages in lieu of shares for the alleged breach of contract.  
GN acknowledges that if it was contractually bound to issue 10 million shares to  
Mr. Hucul upon receiving a Health Canada licence, this event occurred on July 5,  
2019 when Stevens Green was granted a cultivation licence for the production of  
cannabis. GN accepts that if it had this contractual obligation, it was in breach of that  
contract when it failed to deliver 10 million shares to Mr. Hucul, and that Mr. Hucul  
would be entitled to elect damages for the value of his shares as of July 5, 2019.  
[221] Since I have found that Mr. Hucul had no contract with GN entitling him to  
10 million shares, it is not necessary for me to deal with the valuation of those  
shares as of that date. Nevertheless, the parties have gone to considerable time  
and expense to determine the value of those shares, and in the event that I am  
found to be wrong in relation to the absence of a contract with GN, I will set out  
my findings here on the value of those shares as at July 5, 2019.  
[222] Both parties adduced expert business valuation evidence as to the value  
of the 10 million shares in GN at the date of the licence issuance in July 2019.  
[223] The plaintiff relied on the expert evidence of Melanie Russell of Kalex  
Valuations Inc. who, after some modifications of her evidence at trial, valued the  
shares at approximately $1.62, and at $1.15 if fully diluted by the outstanding  
warrants priced at $1.00 or less per share. Given that her valuation was in excess  
of $1.00/share, Ms. Russells opinion is that the fully diluted value is the more  
appropriate one. When Mr. Huculs alleged entitlement to 10 million shares (but not  
any share entitlement to Ryan or additional entitlement to Mr. Colvin) is included in  
the calculation, Ms. Russells valuation of GNs shares as at July 5 2019 on a fully  
diluted basis is just over $1.00.  
[224] GN relied upon the expert evidence of Ron Martindale of Davis Martindale  
Advisory Services who valued GNs undiluted shares at $0.50, and $0.34 after the  
assumed exercise of warrants that cost less than this amount. Mr. Martindales  
 
Hucul v. GN Ventures Ltd.  
Page 58  
valuation of the fully diluted shares, including Mr. Huculs alleged entitlement to  
10 million shares, is just under $0.29. After correcting a mathematical error identified  
at trial, Mr. Martindales final valuation of the fully diluted shares is closer to $0.27.  
[225] The primary difference between these valuations is that Ms. Russell relied on  
management projections in the second half of 2019 which projected the construction  
of a second facility that would significantly increase the capacity of Stevens Green.  
Although she did not treat this as a significant possibility, the very possibility of an  
expanded facility is the primary cause of the significant difference between the  
two valuations.  
[226] Had I ruled differently and found that there was an enforceable contract  
between the parties, I would have set the value of Mr. Huculs 10 million shares  
at the fully-diluted value of $0.27 per share as of July 2019, in accordance with  
Mr. Martindales valuation opinion, for each of the following reasons:  
a) Based on the totality of evidence adduced at trial, I find that, on July 5,  
2019, GNs continued existence was precarious and its future as a going  
concern uncertain. It had only just received its licence and had not proven  
it could produce a marketable crop. There is ample evidence of the  
precarious state, including GNs audited financial statements for 2018 and  
2019 warning that [t]he Companys ability to continue as a going concern  
is dependent upon obtaining additional financing and eventually achieving  
profitable production in the future.Although this is a statement made in  
2020 about GNs condition at the end of 2019, I find that the evidence  
establishes that GNs position was even more precarious mid-July 2019  
than it was at the end of 2019, when it had successfully begun cannabis  
cultivation.  
b) I find that the management projections relied upon by Ms. Russell were  
prepared in pursuit of a significant capital investment, which could have  
provided the capital to proceed with a second facility. However, I find that  
the likelihood of GN obtaining that capital investment and actually building  
Hucul v. GN Ventures Ltd.  
Page 59  
a second facility was so remote at that time that it was appropriate for  
Mr. Martindale to exclude it in his valuation of the company.  
c) The two experts considered the private placement price of GN shares both  
a month before and a month after the valuation date of $0.25 per share.  
I accept the evidence of both Mr. Martindale and Ms. Russell that a private  
listing price is only one indicator of the value of shares, and that their  
method of share valuation by way of valuing the entire company is the  
primary and accepted method for determining share value at a particular  
point in time. However, I consider this $0.25 share price shortly before  
and after the valuation date to be an additional indicator of the fair market  
value of the shares on July 5, 2019, particularly in the absence of  
evidence that these private placement sales were not at arms length.  
This private placement price is much closer to Mr. Martindales share  
valuation.  
d) I also note that, as of July 5, 2019, GN had already issued or sold  
warrants to officers, directors, and investors at a cost of $1.00 per share,  
and none of these persons chose to exercise their warrants at this price  
upon the issuance of the licence on July 5, 2019, or at any time prior to  
their expiry. In her assumptions, Ms. Russell, in valuing the corporation at  
over $1.00 per share, had to assume some level of dilution by the exercise  
of these warrants. However, the evidence establishes that none of these  
warrant holders chose to exercise their $1.00 options at the time of licence  
issuance in July 2019 (or at any point thereafter).  
[227] I recognize that, while GN management may have been playing up the  
prospect of an expansion to a second facility for the purposes of pursuing  
investment, GN management may well also have been more pessimistic in  
communicating with Mr. Martindale as to the reality of that prospect for the purposes  
of Mr. Martindales expert report. Nevertheless, I find that the evidence, as a whole,  
establishes that GN has endured a long-standing struggle to obtain financing for any  
Hucul v. GN Ventures Ltd.  
Page 60  
number of LOIs and purchase and sale agreements that it entered into and that the  
availability of such financing and capital was extremely limited up to and including  
July 5, 2019.  
[228] As a result, should I be wrong in finding that Mr. Hucul is not entitled to  
damages for breach of contract in relation to his 10 million shares claim, I would  
award Mr. Hucul the value of those shares as at July 5, 2019 priced at $0.27  
per share.  
E.  
Was GN Unjustly Enriched?  
[229] Having found that GN and Mr. Hucul had not reached an enforceable  
contract, I must next evaluate Mr. Huculs claim in unjust enrichment for quantum  
meruit for the work he carried out on GNs behalf. I note that Mr. Hucul abandoned  
his claim for disgorgement at trial.  
PartiesPositions on Unjust Enrichment & Quantum Meruit  
[230] Mr. Hucul argues that all elements for unjust enrichment are made out. First,  
he says GN was enriched by his work throughout the relevant period. In particular,  
Mr. Hucul emphasizes his work on the (albeit unsuccessful) AMS deal which, he  
argues, contributed to a significant unrealized gainfor GN. Mr. Hucul also submits  
that he brought Mr. Carroll into the company and assisted with the initial financing  
through the seed financing rounds. Cumulatively, he argues that these actions and  
efforts enriched GN.  
[231] Second, Mr. Hucul submits that he suffered a corresponding deprivation.  
To this end, he submits that he dedicated himself to finding acquisition targets and  
seeking investors for GN and, consequently, missed out on other opportunities in the  
cannabis industry.  
[232] Third, he submits that, in the event that no enforceable contract had been  
formed between the parties, then GNs benefit and his corresponding deprivation  
occurred without a juristic reason.  
   
Hucul v. GN Ventures Ltd.  
Page 61  
[233] Mr. Hucul seeks a remedy in quantum meruit, in the amount of the value  
of five million shares in GN as of July 5, 2019. He submits that the case law on  
quantum meruit emphasizes that this is a fact-specific calculation, in which the court  
has broad discretion to calculate an award that seems fair and reasonable to both  
parties: Palethorpe v. Bogner, 1997 2314 (B.C.C.A.) at para. 17 [Palethorpe].  
He measures his contribution to GN as equivalent to that of Mr. Colvin as of that  
date. He says that Mr. Colvin was issued five million shares in June 2018 for  
Mr. Colvins contributions, and that this is an appropriate measure of the value of  
Mr. Huculs contribution to GN as well.  
[234] Although pleaded, Mr. Hucul does not seek a constructive trust over those  
shares, and argues that he has the right to elect damages in unjust enrichment  
similar to his rights in contract, rather than the issuance of the shares themselves.  
Nor does he seek damages in unjust enrichment in relation to his alleged  
employment by GN, only in relation to the shares.  
[235] GN argues that it was not unjustly enriched by Mr. Huculs efforts.  
[236] First, GN argues that it was not enriched by Mr. Huculs work. To this end,  
GN emphasizes that none of the deals that Mr. Hucul brought to GN were successful  
and that Mr. Hucul had no involvement in either the final AMS deal (which was  
assigned to another one of Mr. Colvins companies), nor the Stevens Green  
acquisition which led to a cultivation licence.  
[237] Second, Mr. Hucul did not suffer a corresponding deprivation. To this end,  
GN argues that Mr. Hucul played a very limited role in working towards acquiring late  
stage applicants and was adequately compensated for this work, earning $93,000  
(inclusive of his $50,000 investment) for his work over a span of approximately  
nine months.  
[238] GN argues that whether there was a lack of juristic reason ultimately depends  
on the Courts findings regarding contract formation.  
Hucul v. GN Ventures Ltd.  
Page 62  
[239] In terms of a remedy in quantum meruit, GNs first position is that Mr. Huculs  
efforts provided no value to it, and that an award of five million shares is not  
appropriate compensation. GN also says that, while Mr. Hucul is entitled to elect  
damages for a breach of contract, he is not entitled to do so for damages for unjust  
enrichment. Therefore, the appropriate restitutionary remedyshould one be  
awarded in this caseought to be shares, not damages. Otherwise, Mr. Hucul will  
enjoy a substantial benefit not enjoyed by any of GNs other principals or investors,  
namely, the ability to monetize the value of his private shares in a way that none of  
GNs current investors have yet been able to.  
[240] Though not explicitly argued by Mr. Hucul, GN rejects the application of  
a constructive trust remedy to this case. GN argues that the shares over which  
Mr. Hucul seeks to have the Court impose a constructive trust do not exist because  
they have not been issued by the company. As such, it would be inappropriate to  
award Mr. Hucul this remedy.  
Law  
[241] The Supreme Court of Canada in Kerr v. Baranow, 2011 SCC 10 [Kerr]  
sets out the elements of unjust enrichment as follows at paras. 3641:  
a) whether the defendant has been enriched by the plaintiff;  
b) whether the plaintiff has suffered a corresponding deprivation; and  
c) whether the benefit and corresponding detriment occurred without a  
juristic reason.  
See also: Garland v. ConsumersGas Co., 2004 SCC 25 at para. 30 [Garland].  
[242] With respect to the first elementthe defendants enrichmentthe plaintiff  
must show that he contributed something to the defendant which the defendant  
received and retained. The benefit need not be permanently retained, but it must  
be something which has enriched the defendant and which can be restored to the  
plaintiff in specie or by money. The benefit may be positive or negative (e.g. in the  
 
Hucul v. GN Ventures Ltd.  
Page 63  
sense that the benefit conferred spares the defendant an expense), but must  
nevertheless be tangible: Kerr at para. 38. The benefit must be demonstrable and  
not speculative: Toronto Dominion Bank v. Bank of Montreal (1995), 22 OR (3d) 362  
(S.C.); Moreira v. Ontario Lottery and Gaming Corp., 2013 ONCA 121.  
[243] In cases like this one, where there is controversy in the evidence as to  
whether Mr. Hucul was contributing to GN or Mr. Colvin or both, it is important to  
clearly identify the nature of the enrichment being claimed. This point is elaborated  
upon by Professors Peter D. Maddaugh and John D. McCamus in Law of  
Restitution, looseleaf (Thomson Reuters: 2021) at § 3:4 as follows:  
Although the articulation of a satisfactory general definition of the concept of  
benefitraises questions of some subtlety, the discernment of the existence  
of a benefit in a particular case is not likely, as a practical matter, to be a  
point of difficulty. Thus, where the benefit in question is constituted by  
moneys paid to the defendant by the plaintiff or by the partial performance of  
an agreement entered into by the parties which is ineffective for some  
reason, or where it is constituted by profits acquired through the defendants  
wrongful breach of a duty owed to the plaintiff, the existence of a benefit in  
the defendants hands is likely to be both palpable and non-contentious. . .  
More difficult analytical problems arise in cases where the benefit in question  
has not been requested by the defendant and where it is constituted by  
something other than the payment of money to the defendant. . .  
In our view, the most useful analytical device for distinguishing cases in which  
recovery is appropriate from those in which it is not is to ask, in each  
instance, whether the defendant has been genuinely or, as others have said,  
incontrovertiblybenefited by the conferral in question.  
[Emphasis added.]  
[244] The second elementthe plaintiffs corresponding deprivationis material  
only if the defendant has been enriched. This element requires the plaintiff to  
establish not only that the defendant has been enriched, but also that the  
enrichment corresponds to a deprivation suffered by the plaintiff: Kerr at para. 39.  
[245] The third elementabsence of a juristic reasonmeans that there is no  
reason in law or justice for the defendant to retain the benefit conferred by the  
plaintiff, therefore rendering it unjustin the circumstances: Kerr at para. 40.  
There is a two-step analysis for finding the absence of a juristic reason. In the first  
step, the plaintiff must establish that no juristic reason applies from the established  
Hucul v. GN Ventures Ltd.  
Page 64  
categories to deny recovery. The established categories of juristic reasons include:  
a contract; a disposition of law; a donative intent; and other valid common law,  
equitable or statutory obligations. If none apply, the plaintiff has established a  
rebuttable prima facie case under this third element of unjust enrichment analysis.  
In the second step, the defendant can attempt to rebut the plaintiffs prima facie  
case by showing that there is another reason to deny recovery. In considering the  
defendants attempt to rebut, courts should look to two factors: the reasonable  
expectations of the parties and public policy considerations: Kerr at para. 43;  
Garland at paras. 44-46.  
[246] Quantum meruit is a remedy for unjust enrichment: Noh v. Plaza 88  
Developments Ltd., 2010 BCSC 1491 at para. 46. Contractual quantum meruit does  
not apply in this case because I have found that there was no contract at all between  
Mr. Hucul and GN: see for example Gill Tech Framing Ltd. v. Gill, 2012 BCSC 1913  
at paras. 253255. What is at issue in this case is solely restitutionary quantum  
meruit, grounded in the principles of unjust enrichment.  
[247] Awards in restitutionary quantum meruit require some evidence on which  
the court can value the services provided: Maradadi Pacific Holdings Ltd. v. Call,  
2019 BCSC 607.  
[248] Quantum meruit can be difficult to quantify. In making such a calculation,  
the court must do the best it can to arrive at a figure which seems to it fair and  
reasonable to both parties, on all the facts of the case: Palethorpe at para. 17,  
citing Way v. Latilla, [1937] 3 All E.R. 759 at 766. In Infinity Steel Inc. v. B&C Steel  
Erectors Inc., 2011 BCCA 215 [Infinity Steel], Justice Huddart explains the courts  
broad discretion in calculating the appropriate award for restitutionary quantum  
meruit:  
[21]  
From this recent judgment, I derive the lesson that a trial judges first  
task after rejecting a contractual remedy and finding unjust enrichment is to  
determine what measure is appropriate to remedy the unjust enrichment in all  
the circumstances of the case. Judges have described the appropriate  
measure in many ways: the amount [the claimant] deservesor what the job  
is worth. . . ; the value of the benefit obtained by the defendantor the  
reasonable market value of the services. . . ; the fair value of the services  
Hucul v. GN Ventures Ltd.  
Page 65  
rendered. . . ; the value of his services to the defendants. . . Recently, in  
Aerovac Systems Ltd. v. Darwon Construction (Western) Ltd., 2010 BCSC  
654, Savage J. came to this conclusion at para. 49:  
[49]  
In my view these authorities support the view that the court  
has a broad discretion in determining the appropriate method to apply  
in calculating a quantum meruit claim. Estimates, reasonable costs  
and expenses, quoted rates, abortive negotiations on price, and  
expert opinions are all methods which a court can utilize in  
determining a fair value for the services rendered. This is not a closed  
list. The appropriate method or methods to use in any individual case  
will depend on the evidence before the court.  
[22]  
I respectfully agree. As I understand the authorities cited to this Court,  
in the light of Kerr, the appropriate measure for restitutionary quantum meruit  
is to be selected to meet the circumstances of the particular case. Important  
factors will include but not be limited to, the course of dealings between the  
parties, any estimates obtained, the costs incurred, the scope of work, the  
actual work done, the market value of the services provided.  
[Citations omitted.]  
[249] In some cases, it is the value of the plaintiffs contribution to the defendant  
which is paramount, as was stated by Justice Huddart in Bond Development Corp.  
v. Esquimalt (Township), 2006 BCCA 248 [Bond]:  
[22]  
A claim for quantum meruit is for reasonable remuneration for the  
services provided, the amount it deservesor what the job is worth(Ketza  
Construction Corp. v. Mickey, 2000 YTCA 4 at para. 13). Thus, the trial judge  
was correct when he noted at para. 102 that, [q]uantum meruit involves  
consideration of the amount and value of the services rendered, not potential  
profit.The amount to which a plaintiff is entitled on the basis of unjust  
enrichment is the value of the benefit obtained by the defendant, and not the  
loss to the plaintiff assessed as if the contract were fulfilled. If Bond is entitled  
to restitution it is to be for the value of benefit it conferred upon Esquimalt;  
that is, the market value of the development services it provided. That value  
must be determined from the evidence.  
[250] In other cases, the detriment to the plaintiff and the value of his or her  
services are primary considerations. In Malik (Estate of) v. State Petroleum  
Corporation, 2009 BCCA 505 [Malik], a claim for unjust enrichment was considered  
in the context of a claim for a finders fee:  
[39]  
On an unjust enrichment analysis, the issue of whether the finder has  
earned the fee logically falls under the first consideration, the benefit accruing  
to the recipient of the services. It is here the material contributiontest is  
applied. If the finder can show the service was an effective cause of the  
ultimate transaction, the test has been met.