36087 Lapointe Rosenstein Marchand Melançon SENCRL, et al v. Cassels Brock & Blackwell LLP (Private International Law — Choice of forum— Competent jurisdiction)

On appeal from the Court of Appeal for Ontario. In 2010, a group of over 200 General Motors dealerships from across Canada launched, in Ontario, a class action lawsuit against General Motors of Canada and the respondent, Cassels Brock & Blackwell LLP (“Cassels Brock”). This class action resulted from a restructuring by General Motors of Canada Limited in 2009 in which the company closed dealerships across the country. At that time General Motors sent Wind-Down Agreements (“WDA”) to over 200 dealerships. The WDAs were accompanied by a letter indicating that the dealerships were required to obtain legal advice with regard to the proposed agreements and that any dealership wishing to accept the WDA also had to provide General Motors with a certificate signed by his or her legal counsel certifying that he or she had explained the terms of the WDA to their client. During the restructuring, Cassels Brock had provided legal advice to the Canadian Automobile Dealers’ Association (“Association”), the national association of franchised automobile and truck dealerships that sell new vehicles.

In the class action, it was alleged that Cassels was negligent in the legal advice it provided to the dealerships affected by the restructuring. In its defence, Cassels Brock denied having had the mandate to represent individual dealerships, claiming that the Association was its sole client. In the alternative, Cassels Brock would commence third party actions against lawyers and law firms who provided legal advice to the independent dealerships before they accepted and signed the WDA. Thus, Cassels Brock added over 150 lawyers and law firms from across the country as third party defendants.

The applicants are lawyers and law firms from the province of Quebec who provided legal advice to dealerships in Quebec with regard to the WDA. They filed, in the Ontario Superior Court of Justice, a motion seeking an order dismissing or staying the third party claim initiated against them, arguing that Ontario courts did not have jurisdiction to hear the proceeding. The Ontario Superior Court of Justice dismissed the applicants’ motion to dismiss or stay the third party action. The Court of Appeal for Ontario dismissed the appeal.