Trillium Motor World Ltd. v. General Motors of Canada Ltd. et al., (2016) 349 O.A.C. 1 (SCC)

• Judge: McLachlin, C.J.C., Abella, Cromwell, Karakatsanis, Wagner, Gascon and Côté, JJ.
• Court: Supreme Court (Canada)
• Case Date: July 15, 2016
• Jurisdiction: Canada (Federal)
• Citations: (2016), 349 O.A.C. 1 (SCC);2016 SCC 30

Trillium Motor World v. General Motors (2016), 349 O.A.C. 1 (SCC)

MLB headnote and full text

[French language version follows English language version]

[La version française vient à la suite de la version anglaise]

.........................

Temp. Cite: [2016] O.A.C. TBEd. JL.033

Lapointe Rosenstein Marchand Melançon LLP, Cabinet juridique Panneton inc., Heenan Blaikie LLP, Cain Lamarre Casgrain Wells S.E.N.C.R.L., Dunton Rainville S.E.N.C.R.L., Jean-Pierre Barrette, Prévost Fortin D'Aoust S.E.N.C.R.L., Dominique Zaurrini, Francis Carrier Avocat inc., Parent, Doyon, Rancourt & Associés S.E.N.C.R.L., Claude Caron, Gérard Desjardins, Claude Cormier, Guertin Lazure Crack S.E.N.C.R.L., Luc Boulais avocat inc., Lavery, de Billy, LLP, Grenier Verbauwhede Avocats inc., Zaurrini Avocats, Louis Riverin, Paul Langevin, Roy Laporte inc., Norton Rose OR LLP, Girard Allard Guimond Avocats, Langlois Kronström Desjardins avocats S.E.N.C.R.L., Perreault Avocat, Cliche Lortie Ladouceur inc., Gilles Lavallée, Lévesque Gravel & Associés S.E.N.C., Michel Paquin, Sylvestre & Associés avocats S.E.N.C.R.L. and Nolet Ethier, avocats, S.E.N.C.R.L. (appellants) v. Cassels Brock & Blackwell LLP (respondent)

(36087; 2016 SCC 30; 2016 CSC 30)

Indexed As: Trillium Motor World Ltd. v. General Motors of Canada Ltd. et al.

Supreme Court of Canada

McLachlin, C.J.C., Abella, Cromwell, Karakatsanis, Wagner, Gascon and Côté, JJ.

July 15, 2016.

Summary:

In 2009, General Motors of Canada terminated over 200 dealerships, offering them compensation on terms set out in "wind-down agreements" (WDAs). The WDAs provided that the Ontario courts had exclusive jurisdiction regarding disputes and required each signing dealer to obtain independent legal information and advice regarding the WDA from a local lawyer. A class action was certified in Ontario against General Motors and Cassels Brock. The class members were terminated dealers across Canada. Against Cassels Brock, the action alleged, inter alia, negligence. Cassels Brock added as third party defendants about 150 law firms that had provided advice regarding the WDAs to dealers. A number of the non-Ontario law firms moved to stay or dismiss the third party claims on a jurisdictional basis.

The Ontario Superior Court, in a decision reported at [2013] O.T.C. Uned. 2289, denied the motion. The court determined that the Ontario courts had jurisdiction simpliciter and also declined to decline jurisdiction on the basis of forum non conveniens. The Quebec law firms appealed.

The Ontario Court of Appeal, in a judgment reported at (2014), 322 O.A.C. 161, dismissed the appeal. The Quebec law firms appealed. The issue was whether the Ontario courts should assume jurisdiction over a third party claim brought by an Ontario law firm against Quebec law firms in the context of a national class action.

The Supreme Court of Canada, Côté, J., dissenting, dismissed the appeal.

Conflict of Laws - Topic 603

Jurisdiction - General principles - Jurisdiction simpliciter (territorial competence) - In 2009, General Motors of Canada terminated over 200 dealerships, offering them compensation on terms set out in "wind-down agreements" (WDAs) - The WDAs provided that the Ontario courts had exclusive jurisdiction regarding disputes and required each signing dealer to obtain independent legal advice regarding the WDA from a local lawyer - A class action by terminated dealers from across Canada was certified in Ontario against General Motors and Cassels Brock - Against Cassels Brock, the action alleged, inter alia, negligence in the provision of legal advice it gave to dealers who were members of the Canadian Automobile Dealers Association - Cassels Brock added as third party defendants 150 law firms that had provided advice regarding the WDAs to dealers, including 32 from Quebec - A jurisdictional motion to stay or dismiss the third party claims against the non-Ontario law firms was denied - The Ontario Court of Appeal affirmed the decision - The relevant contract for the determination of whether a contract connected with the dispute had been made in Ontario was the WDA, rather than the individual retainer agreement between the law firm and the terminated dealer - This gave the Ontario courts jurisdiction simpliciter over the third party actions - Even though Cassels Brock's claims were based, in part, on the contracts between the law firms and the dealers, the lawyers' professional duties and the advice given were deeply connected to the WDAs - The Supreme Court of Canada agreed - The nucleus of the claim against Cassels Brock and the third party claim related to the claims that there was negligent legal advice concerning the WDAs - The contracts (WDAs) were formed in Ontario - The court stated that "Cassels Brock has therefore demonstrated a real and substantial connection between a contract made in the province (the Wind-Down Agreement) and the dispute (the third party negligence claim). The strength of this connection was not rebutted by the Quebec lawyers. The Ontario courts, therefore, properly assumed jurisdiction over the claim." - See paragraphs 38 to 50.

Conflict of Laws - Topic 605

Jurisdiction - General principles - Class actions - [See Conflict of Laws - Topic 1661 ].

Conflict of Laws - Topic 1661

Actions - General - Forum conveniens - General - In 2009, General Motors of Canada terminated over 200 dealerships, offering them compensation on terms set out in "wind-down agreements" (WDAs) - The WDAs provided that the Ontario courts had exclusive jurisdiction regarding disputes and required each signing dealer to obtain independent legal information and advice regarding the WDA from a local lawyer - A class action by terminated dealers from across Canada was certified in Ontario against General Motors and Cassels Brock - Against Cassels Brock, the action alleged, inter alia, negligence - Cassels Brock added as third party defendants the 150 law firms that had provided advice regarding the WDAs to dealers, including 32 from Quebec - Non-Ontario law firms unsuccessfully moved to stay or dismiss the third party claims against them - The motions judge ruled that the Ontario courts had jurisdiction simpliciter and should not decline jurisdiction on the basis of forum non conveniens - The Ontario Court of Appeal affirmed the decision - The Supreme Court of Canada dismissed the Quebec law firms' appeal - Since the Ontario courts had jurisdiction simpliciter, the burden was on the Quebec law firms to demonstrate that the Quebec courts had a real and substantial connection to the claim that this alternative forum was " clearly more appropriate" than the one where jurisdiction could be assumed (Ontario) - The court stated that "the objective facts and factors to be considered in the forum non conveniens analysis confirm that the Quebec courts are not a 'clearly more appropriate forum' for the third party claims against the 32 Quebec law firms. ... the Ontario Superior Court of Justice already has jurisdiction over 118 other lawyers or firms, including 67 Ontario-based lawyers added by Cassels Brock's third party action. The third party claims against the remaining 51 law firms located outside Ontario will therefore be heard in Ontario. This strongly weighs against finding that the Quebec courts are a 'clearly' more appropriate forum for the 32 Quebec firms. ...because the third party claims involve a significant number of parties and require the mobilization of significant resources, those resources should be allocated and expended with a view to making the litigation quicker, more economical and less complicated. ... Allowing the Quebec third party claims to proceed in Ontario along with the 118 other law firms, would clearly be a more efficient and effective solution. Adjudicating all the third party claims in the same forum avoids the possibility of conflicting judgments and duplication in fact-finding and legal analysis. ... Overall, therefore, proceeding with all the third party claims before the Ontario courts will ensure that they are resolved in a timelier and more affordable manner" - See paragraphs 51 to 60.

Conflict of Laws - Topic 7285

Contracts - Jurisdiction - Real and substantial connection - [See Conflict of Laws - Topic 603 ].

Conflict of Laws - Topic 7601

Torts - Jurisdiction - Forum conveniens - [See Conflict of Laws - Topic 1661 ].

Conflict of Laws - Topic 7605

Torts - Jurisdiction - Real and substantial connection - [See Conflict of Laws - Topic 603 ].

Contracts - Topic 1351

Formation of contract - Place of making - [See Conflict of Laws - Topic 603 ].

Counsel:

Jo-Anne Demers and Jean-Olivier Lessard, for the appellants;

Peter H. Griffin and Jon Laxer, for the respondent.

Solicitors of Record:

Clyde & Cie Canada, Montreal, Quebec, for the appellants;

Lenczner Slaght Royce Smith Griffin, Toronto, Ontario, for the respondent.

This appeal was heard on December 3, 2015, before McLachlin, C.J.C., Abella, Cromwell, Karakatsanis, Wagner, Gascon and Côté, JJ., of the Supreme Court of Canada.

On July 15, 2016, the judgment of the Court was delivered in both official languages and the following opinions were filed:

Abella, J. (McLachlin, C.J.C., Cromwell, Karakatsanis, Wagner and Gascon, JJ., concurring) - see paragraphs 1 to 61;

Côté, J., dissenting - see paragraphs 62 to 146.