New Solutions Extrusion Corp v Gauthier et al, 2010 ONSC 1037
Macchi S.p.A. (“Vendor”) sold an industrial machine on a title retention basis to Mario Simone who signed the contract on behalf of New Solution Extrusion Inc. An Ontario PPSA registration was made against that name ending in “Inc.” There was no such corporation and the machine was in fact with New Solutions Extrusion Corporation, of which Mr. Simone was a shareholder.
When the payments went into default, Vendor commenced action against:
- his first law firm for its error in the corporation name and perfection issues; and
- the Corporation and Mr. Simone;
and with its new law firm, retained a bailiff to constructively take possession of the machine by removing a key piece to disable it.
The Corporation sued all of the Vendor, the bailiff company, the technician who did the disabling work, its president, and the Vendor’s law firm, for damages from its loss of business until it could get a replacement part to get the machine working again. The bailiff company sued the Vendor and its counsel for indemnification. Six matters are being heard together.
The Corporation sued the Vendor’s second law firm for conspiring to trespass and unlawfully disable the machine on behalf of the Vendor, in order to force the plaintiff to settle the litigation concerning the machine. The law firm brought a motion for summary judgment to dismiss the action against it.
The Court granted the motion on the factual basis that the claims before the Court did not support the intentional tort of conspiracy, inducing breach of contract, or interference with economic relations, and accordingly found no genuine issue for trial on these claims. The Court did note that the legality of the entry and the disabling of the machine are genuine issues that require trial, and it was at least arguable that the law firm was a joint tortfeasor on these points with its client, the Vendor.