2022 QCCA 1701, 2022 QCCA 1701

ARO inc. c. Polard 2022 QCCA 1701 COURT OF APPEAL CANADA PROVINCE OF QUEBEC REGISTRY OF MONTREAL No.: 500-09-030258-222 ( 500-17-103513-183 ) MINUTES OF HEARING DATE: December 15, 2022 THE HONOURABLE GENEVIÈVE MARCOTTE, J.A. APPELLANTS COUNSEL Aro inc.

Michael Ogilvie Mtre GARY STEVEN ROSEN Mtre ANTONIO IACOVELLI ( Miller Thomson ) By videoconference RESPONDENTS COUNSEL Maurice Joseph Claude Polard lionel polard ELIZABETH VICTORIA POLARD THE POLARD FAMILY TRUST Mtre SHARON CITROM ( W Legal) By videoconference DESCRIPTION: Application de bene esse for leave to appeal from a judgment rendered on September 21, 2022 and rectified on October 7, 2022 by the Honourable Jeffrey Edwards of the Superior Court , District of Montreal (Articles 30 par. 2, 357 and 660 par. 2 C.C.P. ). Clerk at the hearing : Anne Dumont Courtroom: RC-18 HEARING

9:31 Commencement of the hearing. Identification of counsel. Preliminary remark by the judge. 9:33 Question by the judge and response by Mtre Citrom. 9:35 Question by the judge and response by Mtre Rosen. 9:36 Comment by Mtre Citrom. 9:39 Discussion between the judge and Mtre Citrom. 9:43 Comment by Mtre Rosen. 9:44 Discussion between the judge and Mtre Citrom, regarding a future application for a

summary dismissal. 9:49 Comment by Mtre Rosen. Discussion between the judge and Mtre Rosen. 9:50 BY THE JUDGE: Judgment – see page 3. Conclusion of the hearing. Anne Dumont, Clerk at the hearing JUDGMENT [ 1 ] The appellants Aro inc. and Michael Ogilvie are appealing a Superior Court judgment that condemns them to pay in excess of 2 million dollars as a result of the

interpretation of the terms of an “Earnout Agreement” in the context of the sale of business. [ 2 ] In the judgment aquo , while concluding that a portion of the appellants’ arguments were unfounded, the Superior Court refused to characterize them as abusive.

It did however declare the appellants’ Defence and Cross-Application partly abusive with respect to particular issues and procedural steps and condemned the appellants to reimburse a portion of the respondents’ legal fees accordingly. [ 3 ] Considering that the appellants have a right to appeal de plano regarding the issues raised in their notice of appeal and contend that the declaration of abuse is corollary to the main appeal brought as of right, I will refer the application to the panel that will hear the appeal on the merits.

FOR THESE REASONS, THE UNDERSIGNED: [ 4 ] REFERS the Application de bene esse for leave to appeal to the panel that will hear the appeal on the merits; [ 5 ] WITHOUT legal costs. GENEVIÈVE MARCOTTE, J.A.