Page 4
Bhasin v. Hrynew, 2014 SCC 71; Kerr v. Baranow, 2011 SCC 10; Peel
(Regional Municipality) v. Canada, [1991] 3 S.C.R. 762; 2671914 Manitoba
Limited v. Suncorp Pacific Ltd., 2001 MBQB 70; R. c. Gagnon, 2006 SCC
17; R. v. K.P., 2019 NLCA 37; R. v. Best, 2016 NLCA 10; R. v. S.O., 2019
NLCA 42; R. v. M. (R.E.), 2008 SCC 51; 55668 Newfoundland and Labrador
Ltd. v. Sullivan, 2017 NLTD(G) 57; MDG Kingston Inc. v. MDG Computers
Canada Inc., 2008 ONCA 656
STATUTES CONSIDERED: Corporations Act, R.S.N.L. 1990, c. C-36;
Limitations Act, S.N.L. 1995, c. L-16.1, Interpretation Act, R.S.N.L. 1990, c.
I-19; Judgment Interest Act, R.S.N.L. 1990, c. J-2
TEXTS CONSIDERED: Peter T. Burns & Joost Blom, Economic Interests
in Canadian Tort Law (Markham: LexisNexis, 2009); Fridman, G.H.L., Law
of Agency, 7th ed. (Toronto: Butterworths, 1996)
REASONS FOR JUDGMENT
KNICKLE, J.:
INTRODUCTION
[1] This trial is the result of the conflict that ensued when the franchisor-
franchisee business relationship broke down. The Plaintiffs are (1) the incorporation
known as 55668 Newfoundland and Labrador Limited (55668), (2) Mike Hall, and
(3) Canadian Roofing Solutions Inc. (Canadian Roofing Solutions). 55668 was
incorporated to run the franchise known as Paul Davis Systems of St. John’s. Mike
Hall was a director of both companies. He was also initially a Plaintiff in both
actions; but after a pre-trial application had been removed as a Plaintiff in the action
against Paul Davis Systems of Canada.
[2] The Defendants are: (1) the franchisor Paul Davis Systems of Canada, and (2)
the owner operator of the franchise that replaced 55668, 61791 Newfoundland and
Labrador Limited (61791) and its director, Robin Sullivan. Chris Winsor, was also
initially a named Defendant. He, like Mike Hall, was a former owner of the Plaintiff
55668. He had partnered with Mike Hall in the operation of the franchise and, as