Schwitzer v. Little

2025 BCSC 2471 Schwitzer v. Little

IN THE SUPREME COURT OF BRITISH COLUMBIA Citation: Schwitzer v. Little, 2025 BCSC 2471 Date: 20251218 Docket: S135085 Registry: Kelowna Between: Jennifer Shannon Schwitzer Plaintiff And Jillian Irene Little and Little J Vacations Inc. Defendants Before: The Honourable Mr Justice Crerar Reasons for Judgment The Plaintiff, appearing in person: J. Schwitzer The Defendants, appearing in person: J. Little Place and Date of Trial: Kelowna August 5-8, 11-15, 18-21; November 17-21; December 8, 2025 Place and Date of Judgment: Kelowna December 18, 2025 Table of Contents Paragraph Range I. INTRODUCTION [1] - [12] II. CREDIBILITY [13] - [22] III. THE PLAINTIFF'S CLAIM [23] - [117] A. Was there an enforceable agreement that the plaintiff would own a portion of the corporation and/or one or both of the properties? [23] - [70] B. Return of funds contributed to the project [71] - [78] C. Quantum meruit [79] - [86] D. Wrongful arrest [87] - [117] IV. THE DEFENDANT'S COUNTERCLAIM [118] - [164] A. Misappropriation of the $11,854 [119] - [120] B. Property security expenses [121] - [123] C. Breeze occupancy expenses [124] - [126] D. Defamation [127] - [162] E. Abuse of process [163] - [164] V. CONCLUSION [165] - [172] I. Introduction [1] This vicious and prolonged litigation arises from a failed venture to purchase Okanagan properties to rent out on the Airbnb platform. The plaintiff, then a

Kelowna realtor, and the personal defendant, then a Red Deer, Alberta CIBC mortgage advisor, met in 2016. In early September 2020 the defendant[1] mentioned her plan to purchase a Kelowna property to offer as an Airbnb vacation property: the plaintiff reacted with enthusiasm, with words to the effect of "what a coincidence: I was just thinking about the same thing." For the remainder of 2020 they together searched through real estate listings, discussing pros and cons of various potential properties, and made roughly eight offers. In the end, two properties were purchased, both with April 1, 2021 possession dates: 802 Breeze Place, in Kelowna ($1.051 million: "Breeze") and 1029 Longacre Place, in Vernon ($911,000: "Longacre" or "LA"). On March 15, 2021, the defendant incorporated the defendant corporation (1294505 BC Ltd, renamed "Little J Vacations Inc." in June 2021): the defendant was the sole listed shareholder and director. On Breeze, the defendant was registered as the sole owner; on Longacre, the defendant intended to register herself as 1% owner, with 99% in the name of the corporation: in fact, she registered herself as the 99% owner, with 1% in the corporation, purportedly on the advice or at the hands of her solicitors. [2] While the early discussions between the parties contemplated each contributing financially towards the purchase of the properties, the plaintiff

ultimately could not advance funds for the down payments as she was unable to sell one of her two Alberta rental properties. After those communications, it is not controversial that the defendant was the primary contributor of finances, and made all business arrangements, for the venture. The defendant paid the down payments, and arranged all of the financing, for the property purchases. She personally contributed some $180,000 to the venture (the plaintiff disputes this, and purports not to know the actual amount). The defendant also served as the liaison for all professional advisors, incorporated the corporate defendant, and was responsible for all of the corporate and business registrations and filings. [3] The parties also agree that the plaintiff's primary contribution was "boots on the ground" (a phrase used by both parties): furnishing, renovating, cleaning, and maintaining the properties (personally as well as through contractors), as well as managing the day-to-day Airbnb rentals of the properties, including interactions with guests, neighbours, the City of Kelowna, and the Airbnb website and organisation. In addition to these labours, she also directly contributed $87,400 to the venture, in anticipation of eventually becoming an equity co-owner of the company and, she asserts, the properties themselves. [4] In April 2021, just after the plaintiff made the bulk of her

monetary contribution ($60,000) to the project she drafted an agreement that both parties signed and had notarised: Regarding 1294505 B.C. LTD. Jillian Little & Jennifer Schwitzer April 6, 2021 Both parties acknowledge that $60,000 CAD was deposited into joint CIBC account #0339-8833532 by Jennifer Schwitzer on April 6th 2021, shall serve as a shareholder loan for Once established by respective legal council, pertaining to property owned by 1294505 B.C. LTD at 802 Breeze Place, Kelowna BC. Should the parties not be able to come to an agreement or if the agreement is not able to be established, upon written request the $60,000 shall be returned to Jennifer Schwitzer and or estate/heirs within 60 days. (spelling, etc., as in original; bold emphasis added; the "April Agreement")[2] [5] As surveyed below, the many communications between the parties from 2020 until the dramatic rupture of the relationship in August 2022, indicate that the parties considered themselves partners of some sort in the venture, and that it was not only the plaintiff's aspiration, but both parties' expectation, that the plaintiff would acquire some form of equity interest in the business or properties. [6] Despite their initial enthusiasm and some successes, the enterprise suffered from cash flow difficulties; it faced a further hurdle in Kelowna municipal restrictions on short term Airbnb and other

rentals unless the owner resided on site for most of the year. In summer 2022, relations soured and then exploded between the parties. By May 2022, the plaintiff began expressing frustration that no formal agreement had yet been reached. The defendant in turn was frustrated with aspects of the plaintiff's management of the properties. This led to a June 12, 2022 discussion on Kin Beach in Vernon, where the plaintiff asserts (and the defendant denies) that they reached some form of agreement on her ownership interest. Throughout August they discussed and negotiated various scenarios moving forward, including a wind-up of the business, with increasing acrimony, vitriol, and distrust. [7] On August 16, 2022, the plaintiff withdrew $11,854 in four tranches from the joint account; the defendant accused the plaintiff of theft. On August 19, 2022, the defendant changed the locks at Breeze. The next day, the RCMP arrested the plaintiff, on the defendant's complaint that she had entered the property without authorisation and had stolen money; the defendant filed a similar police report against the defendant with respect to the Longacre property. The plaintiff herself changed the locks, and herself filed a police complaint, as well as a Residential Tenancy Branch ("RTB") complaint against the defendant, claiming a contractual right to live in Breeze. [8] The present claim was filed on

September 13, 2022, and the counterclaim on October 19, 2022. The plaintiff filed certificates of pending litigation ("CPLs") against the properties. On February 6, 2024, this Court ordered removal of those CPLs. [9] On February 7, 2024, Mark Cluff, the plaintiff's best friend and sometime housemate, filed a complaint to the defendant's employer CIBC concerning her March 2022 assistance in obtaining a private mortgage for him; the plaintiff also filed a series of complaints with CIBC against the defendant; CIBC terminated the defendant on June 25, 2024. These events further set the table for the toxic tone of this litigation, continuing throughout trial. [10] The plaintiff seeks a declaration of ownership and constructive trust over Longacre and the sale proceeds of Breeze (which was sold in May 2024), as a proportion of her financial contributions, directly and through her labour, based on contract, partnership, and/or unjust enrichment. In the alternative, she seeks return of funds provided to the project, directly and indirectly, plus compensation for her labours on the basis of quantum meruit. [11] The defendant counterclaims in defamation, claiming that the plaintiff orchestrated Mr Cluff's complaint. She also seeks reimbursement of smaller amounts: amounts that the plaintiff agreed to pay while she lived in Breeze, as well as security expenses necessitated by the

plaintiff's actual and threatened entry of the properties. [12] As set out below, the Court dismisses the plaintiff's corporate and property conceptions of her claim, but agrees (as does the defendant) that she is entitled to compensation for her labours on a quantum meruit basis, as well as reimbursement for unpaid expenses, and return of the funds she advanced to the project, directly and indirectly. The Court grants the defendant's counterclaim in defamation, as well as most of her minor reimbursement claims. II. Credibility [13] None of the key witnesses were reliable or credible. For the most part, I have trusted the contemporaneous documents and communications, largely made before the rupture, over each party's self-serving testimony. [14] The parties' hatred of each other has been evident in their actions and their communications since August 2022: it simmered just below the surface throughout trial and often erupted in overt displays of spite. That hatred, combined with their desperate self-interest, and their pervasive sense of moral outrage and self-pity, has obliterated any sense of objectivity and balance, and rendered it difficult to believe anything that either party said. It is clear in particular that the plaintiff has made it her life work to destroy the defendant and make her regret not acceding to her demands for equity ownership. [15] The plaintiff was

argumentative and evasive throughout her testimony. She exhibited limited recall, except with respect to events and conversations that assisted her case. When pressed on difficult aspects of her case, the plaintiff often claimed not to remember details. This was particularly acute, for example, when she was asked about her April Agreement and the Cluff complaint. On these points, her testimony passed from evasion, and professed memory fog, into deliberate dishonesty. [16] The defendant sabotaged her own credibility with late document disclosure and failure to disclose documents, even in the face of multiple court orders before and during trial. She failed to comply with multiple court orders. In the final days of trial it became apparent that she had never produced her termination letter: central for the Court's consideration of her defamation claim. As a reasonably sophisticated person, she well knew and understood her obligation to preserve and produce documents, especially when directly ordered by the Court. Professing not to comply with document and other court orders due to stress occasioned by the litigation was perhaps an explanation but not an excuse. [17] The frailties of each party's credibility can be illustrated in the procedural history of the defendant's second defamation claim, that she ultimately withdrew on the final day of trial. [18] On October 16, 2022, the

plaintiff posted the following on her Facebook page, viewable to several mutual friends, including those in professional circles: I can't wait to write a book about the current evil I'm encountering with a previous business partner. Pure monster. Makes me sad to think what might have happened in her life to cause so much hatred, pain and evil towards people around her. Lots of gratitude and lessons I've learned on this one...thanks universe for the generosity of people around me to remind me she is not the norm in society. Peace out and remember to get shit on paper. [emphasis added] [19] The post does not mention the defendant by name. Under oath, the plaintiff claimed that the post was not about the defendant, but referred to another, unnamed, past business partner. She also made this claim in the retraction she posted three days later. [20] The plaintiff's vague assertion beggars belief. She posted the defamatory Facebook post soon after the rupture and her arrest based on the defendant's police report, and the start of this litigation. She posted it immediately after she had retrieved her personal boxes stored at the Breeze property: that is, after rescuing that potential collateral. In the post, she describes her antagonist using not the past tense, as would be the case if it did refer to a past business partner, but the present continuous tense: "the current evil I'm

encountering " Her post clearly referred to the defendant. The plaintiff's denial under oath was blatantly dishonest. [21] On cross-examination, the defendant was confronted with a court order that she disclose the names of the mutual Facebook friends who brought the post to her attention: a court order which she had failed to obey. The defendant immediately withdrew this half of her defamation claim. [22] Despite these significant concerns, the defendant was a generally the more credible witness. She had more clear and careful (in the positive sense of that word) recollection of events and conversations. That testimony was consistent (again, in a positive sense) with the of near-comprehensive near-daily evidence of WhatsApp and text communications between the parties. In contrast, the plaintiff made broad conclusory statements about her understanding and characterization of the business relationship between the parties: her assertions that the defendant had promised her an equity interest were undermined by those text communications that reveal constantly changing discussions of how the business and business relationship would be structured. Those contemporaneous texts contradicted and undermined many of her other broad and often argumentative testimonial statements. Where the plaintiff's recall of events and conversations contradicts that of the defendant, I generally prefer

the testimony of the defendant. III. The plaintiff's claim A. Was there an enforceable agreement that the plaintiff would own a portion of the corporation and/or one or both of the properties? [23] The plaintiff asserts that "in or around late 2020" the parties made an agreement. Among the pleaded terms: a. Ms. Schwitzer and Ms. Little (collectively as the "Partners") would operate the Business through Ms. Little's company, Little Vacations; b. Ms. Schwitzer would be responsible for and would manage the day-to-day operations of the Business in exchange for a 10% equity stake in Little J Vacations; c. all financial contributions made by the Partners towards the Business would be recorded as shareholder loans in Little J Vacations and would increase the Partner's respective equity stake in Little J Vacations. For further clarity, Ms. Schwitzer and Ms. Little's equity in Little J Vacations would be proportionate to and correspond with Ms. Schwitzer and Ms. Little's shareholder loans (with the exception that Ms. Schwitzer would receive the addition 10% equity stake for managing the day-to-day operations of the Business); e. all property purchased by Little J Vacations would be held for the sole benefit of the Partners: f. all property purchased by Little J Vacations would be held in trust for the benefit of the Partners: g. all profits obtained by Little J Vacations would be

distributed proportionately to the Partners respective equity in the Business (i.e., Ms. Schwitzer and Ms. Little's shareholder loans (with the exception that Ms. Schwitzer have an addition 10% interest for managing the day-to-day operations of the Business; i. all expenses incurred by the Partners in relation to the Business would increase their respective equity Little Vacations (i.e., these would be treated as further shareholder loans); k. Ms. Little would provide and execute all paperwork necessary to give effect to the Agreement and in specific, in relation to the financial contributions and equity of the Partners; l. Ms. Little would provide and execute all paperwork necessary to transfer shares in Little J Vacations to Ms. Schwitzer in accordance with the Agreement and Ms. Schwitzer's shareholder loan contributions [24] The plaintiff's claim ultimately fails on her own April Agreement, quoted above: the only formal agreement these parties ever entered into. The April Agreement makes clear the parties' mutual understanding that, at the end of the day, the plaintiff may well not acquire an ownership interest in the properties or the corporation, and that they would continue to be solely owned by the defendants, as they did throughout the piece. [25] The plaintiff herself drafted the April Agreement and had the defendant sign it. The plaintiff's clear purpose in having the

defendant sign her April Agreement was self-protection. She was trying to have her cake and eat it too. Until and unless the parties could reach a written agreement on the formalities of co-ownership, expressly required to be prepared with the assistance of counsel, the plaintiff would be reassured that her funds would be repaid, with no financial risk, as would be faced by an equity investor such as the defendant. The April Agreement required the defendant in effect to guarantee a favourable outcome to the plaintiff. This contractual hedging of the plaintiff's bets undermines any purported contractual or equitable force of the communications between the parties on which she bases her assertion of an agreement of equity ownership. It defeats the plaintiff's assertions of oral agreements: whether the 10% equity interest purportedly agreed on October 20, 2020, or the purported Kin Beach oral agreement, or any of the other contractual permutations asserted by the plaintiff. This hedging of her bets estops her from asserting that she was an equity partner based on contributions, and undermines her assertions that the parties ever agreed, with complete and binding essential terms, that the plaintiff would own an equity share in the business, or properties, or both. [26] It is telling that the April Agreement does not describe the $60,000 contribution as an investment, or an equity

contribution, such that it would be exposed to the risks of the enterprise. Instead, in drafting the April Agreement, the plaintiff expressly describes the $60,000 as a "shareholder loan": a low-risk debt. [27] Apart from the wording of the agreement itself, the plaintiff's own testimony indicated that she well understood the intention and effect of her April Agreement. Again, in contrast to her precise memory of the aspects of the underlying narrative that supported her position, the plaintiff was markedly vague, uncertain, forgetful, selective, and evasive when testifying about the purpose and circumstances of the April Agreement. [28] Oddly, in final argument, she argued that the April Agreement was unenforceable: again, an agreement that she herself drafted and she herself insisted the defendant sign. To this end, throughout her testimony and argument she disingenuously called it not a contract but a "letter". She sought to undermine its enforceability by denigrating its grammatical and legal coherence. She argued that it was vague, short on specific terms, and "lacks every hallmark that courts expect to see in a binding commercial contract or a true condition precedent." She argued that the April Agreement provides "no legal consequences if the supposed condition is not met." [29] The plaintiff also argued that the April Agreement cannot displace or suspend any existing

agreement pre-dating the April Agreement. As illustrated below, there was never a finalised, comprehensive, clear meeting of the minds about the operation and ownership of the business and the properties, as well as other essential terms, in any of 2020, 2021, or 2022. The fact that the plaintiff repeatedly pressed the defendant on the status of the formal agreement, and their recurrent communications about the contents and status of that envisioned formal agreement, indicated her understanding that no agreement had been reached, and that until and unless a formal written agreement could be reached with the assistance of counsel, they had no formal binding agreement on ownership of the properties or business. The wording of the April Agreement itself also undermines the existence of a clear binding agreement complete with all essential terms: "[s]hould the parties not be able to come to an agreement or if the agreement is not able to be established" indicates clearly that as at April 2021, months after the agreement alleged in her pleadings, no agreement had yet been established, and the parties yet to come to an agreement. [30] The April Agreement is the only agreement with certain terms that the parties ever reached. It weighs heavily against any finding the parties reached consensus on whether the plaintiff would have an equity interest in the properties or the business, let

alone the terms by which she would acquire such an interest. [31] In the present case, it is uncontroversial that the April Agreement condition precedent never came to pass: the parties never entered into a formal agreement prepared by counsel. The plaintiff's primary claim fails. Before turning to her alternate claim, however, the Court will address some of her arguments and evidence. [32] The plaintiff spent considerable time emphasising the parties' text exchanges on various digital platforms in which not only the plaintiff, but also the defendant, indicate an expectation of ownership, using words such as "partner". For example, on October 17, 2020, during the property search, the defendant texted the plaintiff, "Jen, I 💯 want to partner with you"[3]. On December 23, 2020, the defendant texted: "Jen,thanks for your partnership. I am legit excited about doing this with you. And love that we have this opportunity. Let's make money and build equity!!!" On April 9, 2021, the defendant tells a prospective guest that "My partner is busy getting everything organized" for their new Airbnb rentals. By the end of March 2022, they had each named the other as a beneficiary in life insurance policies and were discussing adding each other as beneficiaries in their wills. In her insurance application, the plaintiff described the defendant as her "business partner." Even in the final days

before the rupture, when tensions were high, on August 15, 2022, the defendant wrote to the plaintiff: "You've put me in a very uncomfortable position by throwing me under the bus, laying into me with nasty comments/snide remarks which were unjustified in a partnership." [33] That all said, the use of the term "partner" to describe a person is not sufficient evidence on its own to prove that the parties intended to be partners in the legal sense: Lacasse v. Nowak, 2022 BCSC 2219 at para 30; Linnebank v. 0786763 B.C. Ltd., 2016 BCSC 2220 at para 72; Blue Line Hockey Acquisition Co., Inc. v. Orca Bay Hockey Limited Partnership, 2009 BCCA 34 at para 31, leave to appeal to SCC ref'd, 33134 (16 July 2009). The present case, as in many other business contexts, illustrates that "partner" is widely used in a loose manner not indicative of legal partnership or ownership. [34] The plaintiff also cites other indicia that the parties anticipated and agreed that the plaintiff owned an equity interest in the business and possibly the properties. On May 10, 2021, the defendant indicated to the plaintiff that an agreement would soon be formalised: "And we can finalize expected total share balance via shareholder agreement in June? Set up everything in Little J Vacations Inc that has held for us." The next week saw the following exchange after discussions of renovations at Breeze overseen by

the plaintiff: Defendant: Thanks for all your hard work! ... Plaintiff: I'm not working- I'm earning equity ▯[4] Defendant: Sweet!! Let's chat structure soon [35] On June 28, 2021, the defendant texted, in response to the plaintiff's proposal: So gives you the opportunity to increase equity position - main goal? Do you know how much will be coming from you over the next little bit? ... Also, it would be good to review your goal for your personal situation. For example: if you still have 50K or so in debt, and you'd like that cleared, we can ensure you are taking funds back from the corp to do that, after you've applied funds in equity. Jillian to date: 352,116.75 Jen to date: 88,000 -excludes sweat equity Jill dollars = 80% Jen dollars = 20% Ok so for you to buy, it will be next year at least due to 2 yr average unless you get alt lending (your friend would be able to explore that?) So if end goal is to be 60/40 or 65/35, then you'd need a combination of cash and sweat equity for approximately 100-150k. If you can think on: 1. How much sweat equity you think is realistic given the workloads going into it all 2. Which equity amount you're good with as final [36] As the following lengthy selection of text and WhatsApp communications make clear, however, while the parties discussed and negotiated various formulations of the business and the properties, they never reached a clear

informal agreement on essential terms, let alone the formal agreement required by the April Agreement to be binding. [37] January 5, 2022 saw the following exchange: Plaintiff: Hey. I'm going on vacation next week Tuesday night) . But I always think about getting things in order when I'm going travelling and realize we don't have anything on paper yet for partnership. Is there something we can do to get in place? Defendant: I'm currently organizing all my affairs including getting the financials organized etc for the property corp filings ... We agreed on 40/60. But you haven't put anything else in .. I need to look at the details/numbers and present a 5 yr plan with subject,s to you I also need info from accountant re: set up and money in/money out, to ensure all based are covered. Upfront, our understanding of our full buyins differs - need that confirmed prior to full structure for equity position for you (obvs 1 year of work is different than 5 yrs worth of work for example) Plaintiff: Yes we agreed on 40/60 I wasn't aware that I needed to put more in- please be specific about either where I'm actually at when you can. ▯ I'm not sure what you mean ou[r] understanding differs. ▯ [38] A January 8, 2022 text exchange revealed confusion about the relative interests, and the bases for the calculation of those interests: Plaintiff: Jillan I hope I'm misunderstanding because it's

text. We agreed 40/60 and went through numbers. 30% was money in and 10% based on the work put in. I do not understand why you are now saying it's not that. I was not asked to put more in. Can you please explain either by text or call. All I was looking for was to have something in writing with a lawyer stating that I'm 40% owner of these 2 properties in partnership with you and that if something happens to me XYZ happens and if something happens to you XYZ happens.... Defendant: No misunderstanding around 40/60. But this was also contingent on verifying a few things like true buy-in amounts relative to the final 40/60... I still don't know what the exact amount that is. Jen - I told you that I would get back to you on everything by the end of the week/weekend. Can we please leave this until that time - I'm responding off the top of my head etc.... If I make an error, that is not good for either of us. I'll.reply, by.emmail to review.seveekw pieces tomorrow [39] A January 9, 2022 email from the defendant to the plaintiff also establishes that many items remained unsettled: Hi Jen, So a few things to review, of which I anticipate us talking over the phone and hammering out details to get the legal version of our Shareholder Agreement in place and registered. At the risk of using the wrong verbiage - I prefer to use numbers for illustrative purposes while we get on the same page

below, and legal council can provide the technical terms and details to complete the process. Shortlist of things we do need to address: - bookings - we're still trying to figure how to stop losing money, but inquiries have picked up - bills & repairs - we have several repairs and work to be completed for maintenance, etc. - and funded - shareholder agreement finalized - potentially better formalizing our roles going forward - Breeze Place high season plan - accountant to provide hard numbers and balance sheet for the business to see where everything falls - firm *Personal estate planning in our own separate wills Things to consider. -we're currently net negating - bookings aren't in place to budget or plan longer term, yet - converstions thus far have been at times when positive cash flow was more expected - if we sell Longacre this year, that's a dramatic shift from the original long term plan In short, things have changed. I'd like to see: 1. 40/60 split with Breeze being yours, Longacre being mine as we initially agreed (we took away haggling numbers with the breeze is yours and Longacre is mine idea) 2. Structured 5 yr plan, if we continue without selling Longacre , for equity balance 3. Updated agreement on split for estate planning until 5 yr mark if something happens to you 4. Should anything happen to me, regardless of timing, you would get Breeze + 1.05M in monies to

move it to you without qualifying, and the balance yours. Concerns: 1. Paying bills/expenses over the next 5 months (speculative but it appears as though winter is bleeding season) 2. Bookings 3. Repairs I understand we need to firm things up for you. I also need to be able to mitigate my risk - our goal is to make money. If we're not making money, our positions change and pivot as we figure it out. I have always been forthcoming about ensuring that you need protection and I have taken steps in my personal affairs to provide that. I also know that I need to complete tasks like your insurance policy etc for you (as my own family needs this too). I also want the legal pieces to make sense as the equity still has to make sense. We both still need legal council for this and accounting details which are more bills. I'm committed to you Jen, regardless of outcomes . Please review and if you can kindly respond initially via email here, we can schedule a call to review finer points. Thanks [40] On March 2, 2022, key details of the agreement were still unsettled, as the defendant elicited information from the plaintiff: What I need from you: 1. Input on value of work rendered 2021 2. Name of your lawyer for me to provide to mine 3. Any non-negotiables on your end as this gets structured Obviously we'll have the clear starting point with money in totals, including the equity take out to

consider. This will align what we need to put together the 40% end clause for your family. I anticipate the following to be addressed: 1. Both of our positions 2. Equity and cash holdings positions (may be redundant) 3. Any clauses we'd like to have to facilitate future [41] Discussions about the structure of the formal agreement continued on April 13, 2022. Those still considered the plaintiff's financial contribution as a shareholder loan (as per the plaintiff's wording in the April Agreement) rather than an equity investment: Hi Jen, I have firm numbers for our positions. I'll provide that asap. We can then move to either: 1. Shareholder loan agreement 2. Shares issuing (which may be the more feasible route) [42] That said, on May 11, 2022, the relative equity positions were provisionally calculated at 32.2% (the plaintiff) and 67.8% (the defendant) based on contributions and withdrawals. [43] Even at August 2, 2022, however, just weeks before the rupture, the plaintiff herself, in her summary of the understanding of the terms (sent by WhatsApp to the defendant, and seemingly doing double-duty as an email to the plaintiff's then-solicitor Leonard Marriott) acknowledged that the specifics of the shareholdings, as well as other details of the formal agreement were still unsettled: Company is named Little J Vacations- I attached our name change request that was done- I know it

was completed but I don't have a copy of the confirmations. 2 properties owned 1029 Longacre Place Vernon BC802 Breeze Place Kelowna BC Initial split is 32% Jen 68% Jillian starting April 1 2021 growing 1/5th to jen every year to 45/55 by April 1 2026 (5 years) Some specifics that may need tweaking or suggestion:We both have an insurance policy on ourselves with the other person as a beneficiary Jen to be paid $1000/month for incidentals when occupancy is over 75%Properties may be used by partners at the cost of cleaning after. 3 weeks total per year-additional as agreed. May not be used unless full retail rent is paid from July 1 to September Long weekend. I have also attached Title for both properties. Please let me know what additional info you need. I believe Jillian will use Richard Thompson in Penticton at Handford Schmirler. [44] The defendant's reply also indicated that essential terms remained unsettled: For split - I'm going to talk long about with Richard [her solicitor]. When revenues are strong, it works well and you have the freedom to do what you need to do But I'm taking the risk because I cover the vast majority of repairs and if there are shortfalls. As owners, if we aren't sharing losses together, and where you still have the benefit of $1000 in income, I get nothing, I need to look at this harder. For example, looking beyond September, I'm on the hook for

everything if we don't acquire revenues. From a risk standpoint, I'm taking on way more risk, where for you, it's strictly benefit with the guarantee in pay when 75% or more booked, plus built in increases in equity Puts me at a serious disadvantage in this model of things are south which is what they currently look like in 1 month, going forward Put forth what you have and I'll seek Richard counsel... [45] Over the next two weeks, the parties continued to discuss various options, including selling the properties, one party buying out the other, and the potential timing of each scenario. On August 7, the plaintiff wrote: I think having slept on it my preference is to sell and not stress about winter funds. 1) sell breeze- look at next property where we can start with 50k buffer in account or 25 if it's ideal for me to live on site. Then for La at your preference as I really have zero preference on this one- A) Keep la at 32% (or payout 2% of initial pp for easy to Calculate 30%) and no further equity growth. $200 per booking fee- renewed yearly. Bonus of $500 for achieving superhost quarterly. Count back bookings since opening and pay me for those. I can add $ to account by January to match yours according to our split ( you put in 7000 I put in 3000 for example ) B) you buy me out of La at market value but me as 20% less than my 32% (25%) I'm not sure that's going to make

sense to you. But I'm sure I can explain in call C) sell la as well Or at full current market value but monthly payment can be made( essentially a second mortgage) 2) preference - Alternatively- just popped into my head- you take la 100% and transfer that equity percentage to me on Breeze. Payout my services rendered on La only at the 200 above/ bonus and continuing contract idea. Zero logistics considered at this point. [46] The defendant replied: Thanks for the chat. Long one ▯ Ok.. So LA. We continue as partners. Jen has 35% equity stake firm. Going forward, annual contract for operating AirBNB. ****This MIGHt change if Vernon won't allow LA to be STR without occupation... We might be selling but will review. For Breeze. Will be listed. Jen receives 32% of net proceeds, after all deductions incl payout of repairs and VISA (where a chunk, like 20k will come from account). Jen to think on preference of new property she occupies will.look like to equity and potential splits. The assumption is we will try to port Breeze mortgage to mitigate penalty - penalty after new property Would be divided per splits (32%/68%) - If there's anything off here, lemme know. This is what I understood from our chat. Expecting: LA 35% stake to continue - placed in agreement. Breeze 32% payout; new property will be determined at a later date. [47] The next day the defendant wrote: Hi Jen, Few things to consider: 1. Financials are 3-4k when the same info is pretty much available in a GIFI schedule in the T2 - I'd recommend forgoing for now, but let me know. I just don't think it's warranted at this point for the cost. The following occurred to me yesterday...

2. Depending on your preferences/our agreement, it probably makes sense to spend the money on a year to date financial statement (so spend the money here at the time of breeze sale to: have full financial picture of income, expenses and assets) + allocate your funds appropriately (for instance, if you are being bought out and want to receive dividends, what that looks like - Landon gave me the impression that we would be obligated to be paid at the same time; I'II verify that) 3, Check with your lawyer: shareholder agreement may look like class B shares issued to you at "x" percent. This would show on the corp how shares are allocated without affecting the corp for lending. I'll be asking Richard as well. [48] On August 11, 2022, the parties further discussed options. The next day, the defendant sent this message: Can you please review these two screens of your suggestions and my understanding of our convo Sunday. Legally, Longacre= 1029 Longacre Place Little J Vacations = the business... Legal entity registered with BC corps Breeze = 802 Breeze Place Using these references, can you please clarify what you want (if refering to business, please note Little J as opposed to a house) [49] Tensions continue to ramp up, and the negotiations shift from a formal agreement to govern future relations, to a parting of ways. The August 13 exchanges included the following: Defendant: I

don't understand why you keep accusing me incorrectly. The initial structure that we agreed on, you're saying we aren't. -it was always: create a shareholder agreement or JV that is registered with corp - then, we can purchase etc with this model That didn't change on my end. It never did. To this day, that was what I was expecting and l got hit with a completely different proposition that hurts both of us. Going up to 40% final equity was in the cards and paying out contract work that was adjusted - my idea!! That didn't change - it was only the end equity up to 45% that was only just looked at prior to vacations in Saskatchewan and calendar being blocked until Aug 1 I'm being accused, inaccurately of all kinds of unreasonable things. It's nuts. You treat me like I'm a horrible person and you are treating me like I'm somehow trying to screw you. (My initial offer was going to be 25% based on the hard buyins with payment to you for equity take out that I absorbed in full at the time). 32% is my offer. Which is more than fair under the massive pivot that was taken by you - you never told me once, that you were not ok with a shareholder agreement or the advice that you got. I was completely blindsided. 100% deviation from any agreement in emails or conversations since this started. I got hit. I won't pay legal fees however I will work with a mediator however. Should you want to

pay your lawyer directly, ok. I will however do not agree to pay this. I hope all of these points are clear. I was always open to get you compensated. I'm the one who suggested it every time. But you treat me like I'm a monster. It's nuts. Plaintiff: Hmm. I think you are misunderstanding me. Or us each other. I haven't pivoted at all. You use the word registered with the corp above. this sounds like my name is there. Yes that's what I want. Something that protects my 32.2% interest in the company and its assets. AND the promised increase in share that was promised for the physical onsite work I'm doing in lieu of us paying a property manager. That's what I read all the way back to the start. If you are willing to do that GREAT! I do not think you are a monster nor do i think I'm treating you like one. Merely expressing that after 16 months of the agreement being continuously changed that I need it settled. think that I can not handle the seemingly to me constant change of agreement that is in my opinion happening. If that's also your intention then we are golden. The work I did in the last 16 months = over 50k in fees we would have paid a property manager. Not including the contractor costs and pool maintenance we would have incurred. I am effectively hearing it was worth $0 to you. If that's not true - GREAT! show me where I'm being rewarded $$ for my hard work. [50] These

final two quoted communications reflect the lack of a mutual understanding on the fundamental issue of whether the plaintiff's financial and labour contributions would give her an equity interest in the corporation, or in the properties themselves: a confusion that persisted in the plaintiff's mind even throughout trial. The plaintiff admitted that she did not understand there to be a difference between an agreement by which she would hold shares in the corporate defendant or hold an equity interest in the properties directly. For her part, I accept the defendant's evidence that she would never have contemplated entering into a joint mortgage or joint credit application with the plaintiff for direct co-ownership of the properties, given their multiple conversations about the plaintiff's inability to obtain loans to make a larger equity contribution to the business. [51] Apart from that one fundamental misunderstanding, and lack of agreement, the communications quoted above (as well as many others unquoted from 2021 to August 2022) evidence ongoing unsettled discussions and negotiation about the business relationship. Clearly, the parties did discuss models where, notwithstanding the defendant's purchase of both properties, the plaintiff would gain an equity interest in the numbered company. But, again, there was never a final meeting of the minds on the model of the agreement

or the business itself. [52] The plaintiff claims that these were only minor refinements of a solid agreement that the plaintiff would gain an equity interest: an agreement that they only needed to formalise with the assistance of a solicitor. But, as set out above, the parties were still discussing wildly different conceptions of the business model as late as August 2022. A review of the communications makes clear that not all essential terms had been agreed upon or resolved by the parties. Between April 2021 and the August 2022 rupture, many critical issues remained to be negotiated or decided before a final formal written agreement could be reached and drafted. These included: a) Whether the parties would acquire a third property or more; b) Whether the parties would try to sell one or both of the existing properties: a topic floated throughout the period; c) Whether any equity ownership was in the properties themselves or in the corporation; d) Whether each property would be owned by the corporation, or the parties individually. There were, for example, ongoing discussions about the plaintiff directly purchasing Breeze. But that possibility was always contingent on the plaintiff receiving her British Columbia realtor designation, which would not likely occur until several years later; e) The business model for the properties: continue with Airbnb, or use a combination of

long-term and short-term rentals; f) How much each party would further contribute to the project, to major and minor renovations, and repairs; g) What the parties would do if the enterprise proved unprofitable; h) Greater detail on the respective roles of each party; i) Whether and how much and on what terms the plaintiff would receive a direct compensation for her property management services: they discussed, inter alia, models based on $1,000 or other amounts a month, or $150 or $200 per booking, or 10% or 30% or another percentage of booking revenues, triggered by 75% or 80% occupancy and other potential conditions; j) How many years the plaintiff would have to serve as property manager to earn an equity stake in lieu of capital contribution: "Initial split is 32% Jen 68% Jillian starting April 1 2021 growing 1/5th to jen every year to 45/55 by April 1 2026 (5 years)"; k) Whether the business relationship would be structured as a joint venture, a partnership, a shareholder agreement, or direct ownership of the properties themselves: this was still in active discussion in August 2022; l) The plaintiff's equity stake, if any: at times, the parties discussed the plaintiff having a 0% (i.e. entirely compensation-based), 10%, 12%, 32%, 35%, 40%, 42%, and 45% stake, depending on different varying factors. Even in her final argument, the plaintiff could not pin down a specific

agreed-upon equity share: "I further seek disgorgement of my 32-42% share of all rental income, profits, and other financial benefits received by Ms. Little after the rupture "; "Equity calculations: updated many times throughout evidence- 32.2% / 67.8% (excluding sweat equity) previously provided in sections above- consistent updated calculations but without accounting to back them"; "Even if contract formation, part performance, and proprietary estoppel all fail, the evidence supports a resulting trust proportional to my contributions, at minimum 32%-40% plus sweat equity after a full accounting is complete"; "I further seek disgorgement of my 32-42% share of all rental income, profits, and other financial benefits"; and m) The anticipated time for the plaintiff to earn or increase her equity stake, based on property management and/or cash contributions: various years and models were discussed. [53] The complete lack of finalised and clear agreement on all of these essential terms as late as August 2022 puts the boots to the plaintiff's assertion that the parties had a finalised and enforceable agreement, containing all fundamental and necessary terms, "in or around late 2020", as she asserts in her claim, or at any other time. [54] The plaintiff cites Springhill Farms Limited Partnership v. Nose, 2013 BCSC 850 at para 25, aff'd 2014 BCCA 66 for the proposition that "[a]n

enforceable agreement may be reached between parties notwithstanding that it is subject to the preparation of satisfactory documentation". That is true, assuming that there is certainty and agreement on the essential terms of the underlying contract. In Springhill, for example, the parties reached agreement on all essential terms on April 14, 2009, subject only to the provision of a release which was provided on May 6, 2009: para 24. Discussion of other proposed terms after the binding agreement was reached would not have displaced the complete and finalised underlying contract. The finalised, binding, complete, and certain contract in Springhill stand in contrast to the present case, where there was no finalised, binding, complete, and certain contract "to fall back on": [26] In the case at bar, as in the Mariposa case, the addition of any further terms after May 6, 2009, would have characterized the contract as "evolving," where a disinterested bystander could have watched the continuing exchange of agreements adding to a contract that was already in existence and binding upon both parties. The parties were free to add to it, or not, as both should agree. The existence of the original binding contract on May 6, 2009, is not to be confused with the situation where there is a continuing exchange of offers and counteroffers that never form any contract at all, until the whole

series is accepted as a unit. Where that happens, there is nothing to fall back on when one side rejects a single item in the package. Here, there was the original agreement to fall back on. [emphasis added] [55] The plaintiff argued that the defendant's delay--insinuated to be deliberate--was the sole reason that the formal agreement was never finalised: she asserted that the defendant was solely responsible for its coordination and drafting. Further, the plaintiff argues that the defendant indicated that all terms were agreed upon, such that finalisation was mere a formality that would have happened but for the defendant's delay. Finally, the plaintiff argues that the sole remaining item to determine was the relative equity share of each partner, based on a calculation of financial contributions, such that it was solely a matter of mathematical calculation rather than negotiation. [56] The final two arguments are addressed above. With respect to the first argument, while the defendant generally coordinated business and professional advisors for the project, nothing prevented the plaintiff from pushing the matter forward: she had her own legal advisors throughout. The plaintiff's own April Agreement anticipates that both sides would be involved in the creation of the final formal agreement: "established by respective legal council" [sic]. An August 3, 2022 text indicates that

the plaintiff herself was instructing her own lawyer to prepare a draft agreement. In any case, as the communications quoted above (and others throughout the piece) make clear, the formal drafting of any final agreement would require as a precondition a meeting of the minds on fundamental aspects of the business and its future. Even in the final August communications, the defendant is seeking the plaintiff's position on critical contractual matters. [57] In summary, the April Agreement serves as a complete defence to the plaintiff's equity claim, whether based on contract or partnership or constructive trust. It specifically contemplated the condition precedent of a formal written agreement. Apart from that agreement, the parties had not yet agreed on essential terms for the business relationship and property ownership. Even if one places weight on the passing references to "equity" and "partnership", which I do not, at best the parties reached an unenforceable agreement to agree. [58] Bawitko Investments Ltd. v. Kernels Popcorn Ltd., 79 DLR (4th) 97, 1991 CanLII 2734 (ONCA) illustrates that an agreement to agree, either because it lacks essential terms, or is subject to a future formal written agreement, or (as here) both, is unenforceable. There, a franchisee sued a franchisor after the franchisor terminated their deal: p.1. The parties had met to discuss a draft agreement,

ending the meeting with an oral contract, with the phrase, "You've got a deal": p.5. That said, "the parties agreed at the April 18 meeting, and at all pertinent times thereafter, to embody their mutual obligations in a formal written document." The Court of Appeal determined that the oral agreement was incomplete: its completion was dependent on making a formal contract, and multiple important terms were left to be settled later. As stated at pp. 12-14: As a matter of normal business practice, parties planning to make a formal written document the expression of their agreement, necessarily discuss and negotiate the proposed terms of the agreement before they enter into it. They frequently agree upon all of the terms to be incorporated into the intended written document before it is prepared. Their agreement may be expressed orally or by way of memorandum, by exchange of correspondence, or other informal writings. The parties may "contract to make a contract", that is to say, they may bind themselves to execute at a future date a formal written agreement containing specific terms and conditions. When they agree on all of the essential provisions to be incorporated in a formal document with the intention that their agreement shall thereupon become binding, they will have fulfilled all the requisites for the formation of a contract. The fact that a formal written document to the

same effect is to be thereafter prepared and signed does not alter the binding validity of the original contract. However, when the original contract is incomplete because essential provisions intended to govern the contractual relationship have not been settled or agreed upon; or the contract is too general or uncertain to be valid in itself and is dependent on the making of a formal contract; or the understanding or intention of the parties, even if there is no uncertainty as to the terms of their agreement, is that their legal obligations are to be deferred until a formal contract has been approved and executed, the original or preliminary agreement cannot constitute an enforceable contract. In other words, in such circumstances the "contract to make a contract" is not a contract at all. The execution of the contemplated formal document is not intended only as a solemn record or memorial of an already complete and binding contract but is essential to the formation of the contract itself In this case, the parties clearly contemplated the signing of a formal written contract. Given this fact, can the oral contract they were found to have reached constitute in law a completed contract which took effect immediately after it was agreed to on April 18? In determining this question, it is plainly necessary to examine what transpired at that time. In doing so, it must be borne in

mind that the franchise agreement which formed the subject-matter of the negotiations was intended to govern a lengthy franchisor-franchisee relationship. The precise terms under which a business relationship of this nature is to be governed are manifestly essential to the formation of a binding contract. If no agreement in respect to essential terms has been reached or the terms have not been agreed to with reasonable certainty, it can only be concluded that such terms were to be agreed upon at a later date and until that time there would be no completed agreement. [emphasis added] [59] The present case is even more clear than in Bawitko: the necessity of a future written agreement was not only inferred from the need to negotiate further essential terms of the business arrangement, but was expressly contemplated in the April Agreement. [60] More specifically, in response to the plaintiff's primary position, partnership arises from contract. A written or oral agreement is necessary before a partnership can be found to exist: Blue Line Hockey at para 39. The creation of a partnership or ownership interest requires clear terms and understanding between the parties. Several cases with parallels to the present illustrate how putative partnerships or equity ownership remained unenforceable agreements to agree. [61] In Woronuk v. Woronuk, 2015 ABQB 116, the plaintiff asserted that a

memorandum of understanding provided him an ownership interest in a joint venture: para 4. The Court found that the memorandum of understanding was a binding agreement about some matters, but not regarding the asserted ownership interest, the terms of which remained unsettled. Further, the "subsequent conduct of the parties, the documents created by [the plaintiff], and [the plaintiff's] evidence confirm that [the plaintiff] is not clear himself about what he is saying he owns": paras 276-282. The memorandum of understanding provided that the plaintiff would share in 20% of the profits and be given "20% of the JV" as consideration, but as the memorandum failed to define that phrase, or provide a price for transfer of ownership, it was not commercially reasonable to conclude that the parties intended to provide an immediate ownership interest, in addition to the sharing of profits: paras 283-285. [62] In Zynik Capital Corp. v. Faris, 2007 BCSC 527, the plaintiff argued that it entered a joint venture with the defendants based on their mutually-agreed upon memorandum of understanding and oral agreements: paras 78-79. The Court concluded that although the memorandum of understanding might notionally be sufficient, such that a formal agreement would not be necessary, the memorandum of understanding lacked the essential term of the acquisition price: thus there was no binding

contract: paras 80-83. [63] Jacobs v Yehia, 2014 BCSC 845 at para 210 (rev'd in part on other grounds 2016 BCCA 38, leave to appeal to SCC ref'd, 36910 (8 September 2016) is the case closest to the present. In Jacobs the plaintiff provided a large business loan to the defendant, on the understanding that they would attempt to negotiate at a later point to convert the loan to equity: para 262. In Jacobs, as here, the Court found that an anticipated agreement does not constitute an enforceable agreement: [263] As the February 2005 Agreement indicates, the parties "agreed to agree" on conversion of the loans as part of the intended partnership. The proposed conversion was, however, on unspecified terms, at an unspecified time, in an unspecified way. It is trite law that an agreement to agree does not amount to an enforceable contract, whether in original form or by way of later amendment. [emphasis added] [64] As a further parallel, the Jacobs loan agreement provided that the defendant guaranteed repayment of the funds advanced, as a default if the loan were not converted to equity: para 180. As a further parallel, the plaintiff Jacobs provided management consulting services, for which he invoiced and was paid by Yehia. As yet a further parallel, they referred to each other as partners and discussed formal partnership. [65] The Jacobs plaintiffs argued that a partnership existed,

as it would have made little sense for Mr Jacobs to have advanced significant funds, while working long hours, with no upside: para 235. The plaintiffs also noted that the defendant purchased life insurance on Mr Jacob's life, and that they both represented themselves as partners of each other: paras 236-37. In the end, though, Madam Justice Dickson (before her translation to the Court of Appeal), found that the parties had not yet reached final agreement on all materials terms of the proposed partnership: [244] I accept that, between mid-2003 and the October 2009 Agreements, Messrs. Jacobs and Yehia conducted themselves in a manner which, viewed objectively, evinced an intention to carry on business in common for profit. I also accept that Mr. Yehia persuaded Mr. Jacobs they actually were partners and they held themselves out as such in many different ways. Nevertheless, important terms of the underlying partnership contract were uncertain and the business, as a joint enterprise, was not, in fact, commenced or carried on in common. Accordingly, the essential ingredients of a partnership were not yet present. [245] This is not a case such as Red Burrito in which a new business was being established. In such circumstances, the joint enterprise may well include preparatory steps before trading is commenced. In this case, however, the joint enterprise was continuation and

expansion of the existing Cambie Malone Group under newly shared ownership, with associated profit distribution and corporate governance. In my view, at a minimum, until the parties' ownership interests were determined or determinable and basic governance agreed upon the joint enterprise could not and did not commence. [246] Despite the able submissions of plaintiffs' counsel I am not persuaded there was a meeting of minds on the shared ownership issue, nor on an effective mechanism for its determination. On the contrary, Messrs. Jacobs and Yehia held distinctly different views on this key element of the intended partnership. In particular, they disagreed on the "as is" values in the Appraisals and thus on the formula for calculating their respective equity entitlement. [251] The uncertainty as to ownership interests is, however, fatal to the underlying partnership contract. Important matters of corporate governance also remained uncertain to an untenable degree. While I accept a formal shareholder agreement was not required, consensus ad idem on matters such as how and when profits would be divided, as well as an "exit strategy option", were never reached or evidenced orally, in writing or by conduct. On the contrary, all were repeatedly identified as matters for further negotiation. [emphasis added] [66] Such a finding reverberates more strongly in the present case where, in

contrast to Jacobs, the parties expressly agreed that there would be no final agreement providing an equity interest to the plaintiff until and unless they reached a formal written agreement prepared with the assistance of counsel. [67] The April Agreement also addresses the plaintiff's alternate formulation of her claim in unjust enrichment, as well as her request for a declaration of constructive trust. The existence of a contract may serve as a juristic reason for the ostensible enrichment of one party: Kerr v. Baranow, 2011 SCC 10 at para 41; Heritage Trust Company Inc. v. Garrett, 2025 BCCA 326 at para 34. As stated in Jacobs: [341] As Pearlman J. noted in Gorisek, the existence of a contract may amount to a juristic reason to deny recovery for unjust enrichment. This is true in part because the plaintiff may have a contractual remedy for the defendant's unjustifiable gain and, therefore, equitable principles need not be applied. On the other hand, an unenforceable contract will not amount to a juristic reason because it provides no such remedy. The same is true of a terminated contract: Biehl, paras. 357-360; see also Galaxy Sports Inc. (Re), [2005] B.C.J. No. 446 (BCSC), para. 122. [342] Where parties are negotiating toward an agreement to replace another and one party voluntarily provides benefits to the other in anticipation of success there is no unjust enrichment.

Rather, the parties are governed by the existing contract. Similarly, where one party benefits another in an effort to persuade while negotiating but agreement is not achieved the receiving party will not be held responsible for the conferring party's poor business decision: Galaxy Sports, para. 124-125; see also Sucher v. Immediate Images Inc., 2009 BCSC 1361. [emphasis added] [68] The April Agreement provides just such a contractual remedy: return of her funds. The Court of Appeal Jacobs decision brings home the parallels to the April Agreement, which, again, expressly describes the present plaintiff's monetary contributions as a "shareholder loan": [57] I have concluded that the February 2005 Agreement did not terminate the 2002 Loan Agreement. It remained extant. It continued as a juristic reason for Mr. Yehia's retention of the benefits he derived from the loan funds. [58] Until there was agreement on the basis on which the loans would be converted to equity, they remained loans to Mr. Yehia. He was enriched to the extent he did not pay interest and Mr. Jacobs was deprived of that interest, but Mr. Jacobs had an enforceable contractual right to recover his loss. Mr. Yehia's use of the funds in the business did not give Mr. Jacobs an interest in whatever benefits may have accrued to the Cambie Malone Group. He did not have an interest in the business because the parties did

not agree on the terms for him to do so. [emphasis added] [69] In any case, it is unnecessary to resort to the doctrine of unjust enrichment, given the result discussed in the next two sections: the return of the plaintiff's funds contributed to the project, and quantum meruit compensation for her labours. That return of funds and compensation also addresses the relief sought of a constructive trust, which generally will only be ordered where a monetary award is shown to be "inadequate": Haigh v. Kent, 2013 BCCA 380 at para 51, citing Kerr at paras 50-52. [70] As a final note, the claim in constructive trust is dismissed on the further ground that while it was pleaded in the original claim, the plaintiff removed it from the relief sought in the final version of the amended notice of civil claim. B. Return of funds contributed to the project [71] As per the April Agreement, the plaintiff is entitled to return of her initial $60,000 contribution, plus additional amounts she contributed to the project. The parties agree that the plaintiff's direct cash contributions, through email money transfers, total $87,400. [72] The plaintiff claims that she is owed an additional $31,244, on less clear grounds. [73] Five of these items, grouped in three categories, are based on her asserted equity interest in the properties, and contingent upon a finding to that effect: a) $16,816,

representing her share of a claimed cash back received by the defendant on the sale of Breeze; b) $2,400, representing her share of two cash back deposits into the joint account; and c) $4,369 and $2,969, representing her share of payments related to stays by her own family. [74] Given the conclusion above that the plaintiff acquired no equity interest in Breeze directly (or, for that matter, in the corporation), the plaintiff has no proportional entitlement to these funds. In any case, those amounts were unproven at trial. [75] With respect to the remaining two claims, the plaintiff has proven on a balance of probabilities that she is owed $4,690 for her payments to two contractors. [76] The Court orders that the defendant pay $92,090 to the plaintiff, subject to any set-off. [77] Before concluding this section, I will address the defendant's argument on this point. While the defendant acknowledges that the plaintiff contributed money and labour to the project, she argues that the plaintiff's unclean hands should deny her relief. The defendant focusses on certain actions the plaintiff took during these proceedings and trial, as well as her testimonial dishonesty, referred to above. [78] As confirmed recently by our Court of Appeal in Takhar v. Phoenix Homes Limited, 2025 BCCA 152 at paras 43-44, however, "the clean hands doctrine prevents a party from obtaining equitable

relief where that party has engaged in misconduct that has an immediate and necessary relation to the relief sought, in the sense that the party must be required to rely on its misconduct to establish the relief". The doctrine does not open a wide-ranging enquiry into the propriety of every action undertaken by a party seeking equitable relief, including during the proceedings themselves. Further, as set out above, both parties have exhibited filthy hands in the facts leading to this litigation, and in the litigation itself. As stated in Takhar at para 45, "where both parties are guilty of misconduct the court is not required to decipher which party bears more blame and it may be appropriate for the court to refuse to apply the clean hands doctrine". I decline to apply the equitable doctrine to these facts. C. Quantum meruit [79] The plaintiff is entitled to reimbursement for her services to the enterprise on a quantum meruit basis. The defendant agrees that she is entitled to a quantum meruit payment, but disputes the appropriate amount. [80] Infinity Steel Inc. v. B & C Steel Erectors Inc., 2011 BCCA 215 sets out the practical and robust approach for assessing quantum meruit: [21] From this recent judgment, I derive the lesson that a trial judge's first task after rejecting a contractual remedy and finding unjust enrichment is to determine what measure is appropriate to

remedy the unjust enrichment in all the circumstances of the case. Judges have described the appropriate measure in many ways: "the amount [the claimant] deserves" or "what the job is worth" (Ketza Construction Corp. v. Mickey, 2000 YTCA 4 at para. 13); "the value of the benefit obtained by the defendant" or "the reasonable market value of the services" (Bond Development Corp. v. Esquimalt (Township), 2006 BCCA 248 at paras. 22 and 37); the "fair value of the services rendered" (Deglman v. Brunet Estate, [1954] S.C.R. 725 at 735; Consulate Ventures Inc. v. Amico Contracting & Engineering (1992) Inc., 2007 ONCA 324 at para. 105); "the value of his services to the defendants" (Palethorpe v. Bogner, [1995] B.C.J. No. 2311 at para. 23). Recently, in Aerovac Systems Ltd. v. Darwon Construction (Western) Ltd., 2010 BCSC 654, Savage J. came to this conclusion at para. 49: [49] In my view these authorities support the view that the court has a broad discretion in determining the appropriate method to apply in calculating a quantum meruit claim. Estimates, reasonable costs and expenses, quoted rates, abortive negotiations on price, and expert opinions are all methods which a court can utilize in determining a fair value for the services rendered. This is not a closed list. The appropriate method or methods to use in any individual case will depend on the evidence before the court. [22]

I respectfully agree. As I understand the authorities cited to this Court, in the light of Kerr, the appropriate measure for restitutionary quantum meruit is to be selected to meet the circumstances of the particular case. Important factors will include but not be limited to, the course of dealings between the parties, any estimates obtained, the costs incurred, the scope of work, the actual work done, the market value of the services provided. [emphasis added] [81] Pure v. BC-Alta, 2019 BCSC 390 provides this guidance: [108] Justice Thompson recently cited the approach for valuing services compensated by restitutionary quantum meruit: Nygard at paras. 82-83. He cited the aforementioned authorities and identified the relevant factors in the case before him as being: "(a) the nature and extent of the services; (b) their reasonable market value; (c) [the plaintiff's] special expertise and personal connections; (d) the negotiations between the parties; and (e) any other facts bearing on the benefit of the services to the defendants.": Nygard at paras. 83-97. [82] Surerus Construction & Development Ltd v Rudiger, 2000 BCSC 1746 confirms the practical evidentiary approach to quantum meruit claims, assessing the value to the recipient, based on the objective market value: 86 Here we do not have expert opinion evidence, so the court must do its best on the material before it. The best

indication is the charges made by the plaintiff, provided those charges are valid, and have a proper basis, such as a record of the number of hours worked by men and equipment. I consider those amounts to be more useful for assessing the value of the claim than the arbitrary values attributed to the work by the defendant. I do not consider that the charges are so greatly in excess of the value that the approach taken by the court in R. v. Wallberg (1911), 44 S.C.R. 208 (S.C.C.), of viewing each part of the claim with skepticism, as submitted should be done by counsel for the defendant, is appropriate. [83] The plaintiff submitted a 74-row table particularising her maintenance and repair and other services, setting out locations, dates, and time estimates, as well as references to market rates had those services been procured from third-party contractors and otherwise. The plaintiff cross-references this work to specific exhibits, including photographs and communications. None of the line items in themselves are particularly large: most range from $100 to $3,500: the largest is $20,500 for swimming pool cleaning and maintenance. She swears to its accuracy. The table calculates 1,702 hours of work from April 2021 to August 2022, for a total of $127,821. [84] The defendant acknowledges that the plaintiff provided most of these services, but disputes that some were provided,

disputes the time spent, and disputes the market rate. The defendant also presented some evidence that the services were not as comprehensive, competent, consistent, or complete as asserted: the plaintiff worked full time as a realtor, was often away on vacations, and often had third-party contractors and cleaners provide work in her absence. Both the defendant and Ms Viens testified that at the time of the plaintiff's August arrest, the landscaping and gardening were neglected, while the interiors of the properties also exhibited aesthetic and functional problems: for example, the upstairs flooring was incomplete. Photographs partly corroborate this testimony, and undermine the plaintiff's position, showing broken and defective fixtures and functional and decorative items in both properties. [85] The defendant estimates that only 500 hours was dedicated to the properties. At $30 an hour, she asserts that $15,000 would be the appropriate measure of work performed. That said, the defendant, living and working in Alberta, was not in a good position to realistically estimate the amount and value of work performed. [86] With an eye to the practical and robust approach set out in the above authorities, and the limited evidence presented by these self-represented parties, the Court will follow the defendant's alternative quantification suggestion based on the average base salary of a

full-time property manager in British Columbia: $67,812 (or $22.58 an hour), according to a leading job listing website (Indeed.com[5]), based on 252 listings (specific property manager salaries in Kelowna approximate this same amount). As set out in the above communications, the parties directly analogised the plaintiff's multifaceted role to that of a property manager. While the plaintiff's labour totalled less than that of a full-time property manager, the enterprise required similarly broad and comprehensive services, including 24-hour availability for guests: but for the plaintiff's boots on the ground, there would have been no business. At the same time, it would not make sense to award the plaintiff almost twice as much in salary than the market rate for a full-time professional property manager providing those same services: Goulimis Construction Ltd. v. Jason Smith, Eva Klein and Bank of Montreal, 2014 ONSC 1239 at para 44; Surerus at para 86. As set out above, the proper measure of quantum meruit is the value of the work to the owner, under a competitively bid contract, and not the cost to the contractor: R. v. Wallberg (1911), 44 SCR 208 at para 145. The plaintiff's 1,702 hours at $22.58 an hour totals $38,431. The Court awards this amount to the plaintiff as quantum meruit, again subject to set-off. D. Wrongful arrest [87] The plaintiff sues for her wrongful arrest

after she entered Breeze on August 20, 2022. After accusing the plaintiff of theft, the defendant had the locks changed at Breeze and Longacre. The plaintiff herself then changed the locks, to provide herself access. The defendant then called the police, stating the plaintiff was no longer the property manager, and had no right to enter the property. The police attended Breeze, and arrested the plaintiff for breaking and entering, and mischief. The defendant filed a similar police complaint with respect to Longacre, leading to similar charges.[6] [88] Neither complaint led to a conviction or criminal record. In March 2023, the plaintiff paid $640 restitution for the cost of changing the Longacre locks, with an express denial of liability: the Crown stayed the Longacre charges. The Crown ultimately did not pursue the charges relating to Breeze, concluding that it was a civil dispute. [89] Hanisch v. HMTQ in Right of Canada, 2003 BCSC 1000 at para 88, rev'd in part on other grounds 2004 BCCA 539, describes the test for the obscure tort of false arrest: "The elements of false arrest involve, quite simply, an arrest and the lack of reasonable grounds for doing so."[7] [90] Liability is not limited to the officer making the arrest: a person whose false report causes the arrest may also be held liable as a joint tortfeasor: Hanisch at paras 113-14. Liability arises where the

complainant's conduct goes beyond lodging a complaint, and extends to directing the police to arrest the plaintiff: Diaz v. Tossa, 2017 ONSC 54 at para 20; Huang v. Silvercorp Metals Inc., 2016 BCSC 278 at para 25, aff'd 2016 BCCA 100. In Hanisch, for example, the co-defendant park warden, a peace officer himself, went beyond merely lodging a complaint, and in effect directed the police officer to arrest the plaintiff out of a stated concern for "officer safety." [91] An exercise of discretion by the arresting officer between the complaint and the arrest may absolve the defendant of liability, even though the defendant set the arrest process in motion. As stated in Hanisch: [112] A distinction must be drawn between a situation where an individual tells the police of events and the police decide themselves to make an arrest, and a situation where an individual tells the police to stop someone and they do. In Roberts v. Buster's Auto Towing Service Ltd. (1976), 70 D.L.R. (2d) 433 (B.C.S.C.) Mackoff J. explained that in the former case, the individual informer will not be liable as the decision to arrest was that of the police. In the latter case, however, the individual informer is responsible for the arrest because the police were not acting on their own initiative. In Robitaille v. Mason (1903), 9 B.C.R. 499 the test is described as follows: "was it the act of the constable

acting on his own authority, or was it the joint act of both defendants?" [emphasis added] [92] As stated in Diaz: [20] The torts of false arrest and false imprisonment require "directness", meaning that the defendant either personally detained the plaintiff or was directly responsible for his or her arrest and imprisonment. Therefore, whether or not a claim lies against these defendants depends on the degree to which these defendants were directly responsible for the police to make the arrest. (See Klar, Lewis, Tort Law, Toronto: Carswell, 2012, 5th edition at page 61). [21] In the decision of Sil v Cardinal, 2009 SKQB 408, 181 ACWS (3d) 613, the Court stated that if there is some form of judicial intervention or discretion on the part of the arresting officer, the directness requirement will not be met for a defendant who may have provided information to the officer, and he or she cannot be held liable for false arrest. In a case where a reward is offered, the complainant/informant cannot be sued for false arrest or false imprisonment. Even though the complainant/informant may have set the arrest process in motion, the police and possibly the Crown Attorney would have exercised their discretion and authority in between the two events, and as a result, the directness component would not be met. [emphasis added] [93] The plaintiff's claim fails on the directness requirement.

The defendant filed complaints with two separate police forces: two separate police forces, and ultimately the Crown, exercised their intervening discretion to arrest and charge the plaintiff. [94] The plaintiff's false arrest claim also fails on the "reasonable grounds" consideration in the test for false arrest. [95] The defendant's complaint to the police was two-pronged: a) The plaintiff, a former property manager, had broken into Breeze; b) The plaintiff had stolen $14,000 from the company. [96] I will consider these each in turn. [97] It is undisputed that the plaintiff entered the properties after being told not to by the defendant, who is listed on title as the owner of each property. The plaintiff claims that she was entitled to enter Breeze for several reasons in addition to her (incorrect) belief that she was an equity owner in the properties. [98] The plaintiff claims that it was the parties' intention that she would resume inhabiting Breeze after the September 2022 long weekend, as she had in September 2021. [99] The plaintiff did live in Breeze from September 2021 until February 2022, with the defendant's consent. This arrangement was partly convenient for her, providing a place to live. It was also doubly convenient for the business. First, the house was occupied during the Airbnb off-season. Second, it addressed the Kelowna bylaw prohibiting Airbnb and other

short-terms rentals unless the owner lived on site for most of the year, critical for obtaining a short-term rental licence. [100] The WhatsApp messages make clear, however, that there was no agreement for the plaintiff to move back into Breeze in September 2022. On the contrary, multiple messages indicate the parties' mutual understanding that they would open the Airbnb calendar for September 2022, or try to rent out Breeze for a long-term rental during that period. The plaintiff herself was actively making suggestions, as late as the first week in August 2022, about listing Breeze for sale or long-term rental in September: Plaintiff: That said people today are interested in renting breeze September to January 31st. From Edmonton. We would have to cancel a 3 day booking to accommodate September 1st. [101] There is no communication, let alone agreement, authorising the plaintiff's move back into Breeze in September, after the six-month hiatus, and much communication confirming that she could not do so. The plaintiff's own actions indicate her understanding that she would not move back into Breeze: in February 2022 she signed a one-year lease for another Kelowna property. [102] Despite this, the plaintiff cites the "auto renewal" provisions in an April 1, 2021 Residential Tenancy Agreement signed by both parties, with its express obligation for the landlord to give notice of

termination, to support her entitlement to enter and occupy Breeze notwithstanding the defendant's express prohibition: 4. All Notices of Termination or service of documents to the landlord shall be in writing and served in person by registered mail or by any other means authorized by the Director to the landlord/owner 5. The tenancy begins on April 1, 2021 and this shall be the anniversary date. The term is to run from year to year and the tenancy continues until the landlord or the tenant gives proper notice to terminate. After a fixed term of 1 year, the term can be changed to a month-to-month lease.

6. The tenant will pay rent of $5200 per Month [103] The parties' communications and actions, and the history and purpose of the Residential Tenancy Agreement (like the April Agreement, drafted by the plaintiff) exhibit a mutual understanding that the tenancy arrangement was not to continue indefinitely, and the putative agreement would not serve as a formal enforceable tenancy agreement. [104] The document was not an ordinary tenancy agreement. Many of the terms were not followed: a security deposit was not paid, and no inspection was conducted, despite the express terms. The tenancy did not start, and the plaintiff did not move in on April 1, 2021, as stated in the agreement: she did not do so until five months later. In this, the Residential Tenancy Agreement was not a continuous year-long agreement that would naturally renew, to permit the tenant continued uninterrupted occupancy. Both parties knew and agreed that the term was not one year: in actual fact, it was to be a six-month term limited to the tourist off-season from September 2021 to February 2022: reflected in the fact that those were the dates the plaintiff moved in and out. This reflected and realised the parties' main purpose in signing the Residential Tenancy Agreement: to circumvent the Kelowna bylaw. In short, the document was a sham. [105] The present facts somewhat resembles those in Novak v. Aetna Trust

Co. 1994 CarswellOnt 2746, 45 ACWS (3d) 322 (GenDiv), where the Court declined to enforce a purported tenancy agreement which would protect the putative tenants from eviction, by virtue of the Ontario Mortgages Act. With respect to one purported tenant, the Court concluded, that there was no "bonafide intention to create a landlord and tenant relationship, or that one was in fact or in law created": the putative tenancy agreement was "simply a ruse to try to defeat [the creditor's] lawful attempt to obtain possession": para 49. With respect to another purported tenant, the Court concluded that there "was not a tenancy relationship, but simply a part of the overall commercial operation which provided among other things, tax benefits " to the parties: para 55. [106] In the circumstances, under the test for wrongful arrest, it cannot be said that the defendant lacked reasonable grounds to complain to the police that the plaintiff had entered the properties without authorisation. [107] Given my finding that there was no binding Residential Tenancy Agreement, or other agreement allowing the plaintiff to occupy Breeze (or Longacre) in August or September 2022, the plaintiff's damages claims based on the Residential Tenancy Act, SBC 2002, c. 78 ("RTA") are also dismissed. Ordinarily, such claims would be in the exclusive jurisdiction of the RTB. The Court accepts that it has

jurisdiction under the RTA exception set out in s. 58(2)(d), as "a dispute linked substantially to a matter that is before the Supreme Court." I understand that the RTB has stayed the plaintiff's proceedings against the defendant pending this Court's decision on this issue: so as not to intrude on the jurisdiction of the RTB, I will leave it to that tribunal to make the final confirmation whether the plaintiff's proceedings before it are terminated. [108] Given this conclusion, I need not address the defendant's second ground for the police complaint, but will do so for completeness. [109] August 16, 2022 communications were tense. At 12:23 pm the defendant texts: It will be a fuck tonne more. You opened the door here. Yes sad. You treated me like an ATM and made unfounded accusations as you were acting in your own interests. I intend to have the full hand out including the bills you didn't pay come off your equity position. [110] The plaintiff then directed $11,854 to herself from the business joint account, in four tranches, through three methods ($4,854 bank draft, $3,000 withdrawal, $3,000 withdrawal, and $1,000 e-transfer). The defendant immediately discovered the withdrawals and texted the plaintiff: You're in trouble. Stealing from the company Jen, you've gone there. Expect suit From this point on, I will communicate you with you only via a lawyer or a mediator You will

be cut off from this account and I will sue you Have a lovely day [111] The plaintiff replied in an email: I've updated the spreadsheet of what was owing to me and some cash in case you try to deny me the funds [112] As explanation and justification at trial, the plaintiff pointed to past communications in 2021 and 2022 indicating that the defendant gave general authorisation for the defendant to pay herself back for her out-of-pocket expenses incurred in the business. She pointed specifically to a WhatsApp exchange on August 5, 2022, eleven days before the withdrawals. There, the plaintiff refers to the dynamic shared-access Google spreadsheet that she used to track expenses and pending reimbursements. In those exchanges, the defendant appears to approve a payment of $6,099.27 to the plaintiff. [113] But why did the plaintiff withdraw almost twice that amount on August 16th, 11 days later? The plaintiff stated that between August 5 and 16 she looked through her "shoe box of receipts" and realised that she was owed more than $6,099: in fact, somewhere in the range of $18,000. She said that she updated the spreadsheet accordingly before she withdrew the funds, to show the defendant. Unfortunately, the plaintiff does not have a copy of the updated spreadsheet, either as purportedly prepared or sent to the defendant, and claims that the Google spreadsheet history was wiped. [114]

But why then did the plaintiff only withdraw $11,854, and not the $18,000 she said she was owed? At trial she said, "because I am not that person: I always leave a bit in the account", indicating that it was in her nature to hold back, for the sake of the business, even though the business and relationship were at an end by that point. [115] Why did she not simply withdraw $11,854 all at once, representing the amount owed, instead of the inherently suspicious act of four consecutive withdrawals, including three inherently suspicious round-number withdrawals? The plaintiff claimed that the bank teller had a problem with her computer, such that she was confused about the maximum withdrawal amounts, requiring four withdrawals by three methods. [116] The evidentiary gaps make difficult any after-the-fact categorical determination of whether the plaintiff's specific August withdrawals were honest or dishonest. That said, given the multiple suspicious circumstances set out above, and the rising level of mutual distrust and acrimony, it was not unreasonable for the defendant to fear that the defendant have made unauthorised withdrawals tantamount to theft. No reasonable person in the plaintiff's shoes would think that it was business as usual such that general authorisations provided the previous year still applied, such that the plaintiff was free to withdrew whatever amount she

wished from the joint account. In the circumstances, again, it cannot be said that that the defendant lacked reasonable grounds for her police complaint. [117] The Court dismisses the plaintiff's wrongful arrest claim. While the police acted on the defendant's complaint, the police and Crown exercised intervening discretion in the arrest and charges. While calling the police was vicious and disproportionate, and a waste of scarce police resources, it cannot be said that the defendant lacked reasonable grounds to do so. Ultimately, she had the right to order the plaintiff not to enter Breeze, and the $11,854 withdrawals were made in objectively suspicious circumstances. IV. The defendant's counterclaim [118] The first three aspects of the counterclaim relate to the facts set out above with respect to the wrongful arrest claim, just considered. A. Misappropriation of the $11,854 [119] The defendant alleges that the full $11,854 withdrawn on August 16, 2022, was unauthorised, and constituted theft. She seeks its full return. [120] While I conclude above that the defendant's suspicions were reasonable enough to include the allegation in the police report, such as to defeat that tort claim, I am not satisfied that the plaintiff was not entitled to at least some of those funds: the $6,099 authorised discussed on August 5th. After that, we are in an evidentiary black hole, without a

contemporaneous snapshot of the dynamic spreadsheet, or the plaintiff's receipts or particulars of the items for which she compensated herself. I accept, however, that the plaintiff did provide valuable work on the enterprise, and often paid money up front for business purchases. I also accept that she did not always demand repayment, or repay herself, immediately after those purchases, to allow for ongoing business expenses in the face of limited cash flow. Further, the plaintiff did not retain or organise receipts in a meticulous manner. All of these facts and customs were known and accepted by the defendant over the course of the business. Again, the defendant expressly authorised the plaintiff to make unilateral withdrawals from the joint account to pay herself back. Consistent with these accepted customs, I have the plaintiff's particularised evidence to the effect that as at August 18 she was owed some $18,000. On a balance of probabilities, the withdrawals, despite their suspicious circumstances, likely did represent reimbursement for legitimate purchases and expenses paid by the plaintiff for the benefit of the business over the past 16 months. I cannot conclude that they represented misappropriation. That claim is rejected. B. Property security expenses [121] The defendant claims for out-of-pocket costs necessitated by the real threat that the plaintiff would attempt

to enter or change the locks or otherwise interfere with the two properties, as she had in August 2022. The defendant had to fly to and from Kelowna several times to attend to and safeguard the properties. During at least one of those trips, she saw the plaintiff parked in the driveway of one of the properties. [122] She initially claimed $17,175, but at trial rounded the claim down $15,000. Her affirmed December 6, 2024 particulars set out 48 expenses from August 18 to December 3, 2022, with dates, amounts, and reasons: security guard, security camera, and locksmith costs, flights, local car rental and the like, totalling $14,245. She accepts that that is the appropriate amount. [123] Given their acrimonious rupture, the involvement of police, and the plaintiff's unauthorised changing of the locks and attempts to enter the properties, these fears and costs were justified. The Court awards the particularised amounts: $14,245. C. Breeze occupancy expenses [124] The defendant provided a table setting out various utility and other expenses (natural gas, cable, property tax) which the plaintiff agreed to pay, and did earlier pay, during the six months she lived at Breeze, but were left unpaid for the final month of February 2022. These total $1,311, which the defendant has rounded down to $1000. [125] In addition, some of the January 2022 payments that the plaintiff earlier claimed

were equity payments (and for which she has been incorrectly reimbursed) were in fact her obligated Breeze utility payments: $3,400. [126] The plaintiff did not significantly dispute that she owed either of these amounts. The Court awards $4,400. D. Defamation [127] The defendant's primary counterclaim is in defamation. [128] On February 7, 2024, Mr Cluff, the plaintiff's best friend, filed a complaint with CIBC, alleging that its employee, the defendant, had held herself out as a mortgage broker in British Columbia, in contravention of the Mortgage Brokers Act, RSBC 1996, c.

313. On February 27, Mr Cluff provided his entire file on the mortgage, including all communications with the defendant, to a CIBC investigator. He also advised CIBC (later confirmed) that he had filed a similar complaint with the BC Financial Services Authority.[8] [129] Internal CIBC documents received by the defendant, and generally confirmed by Mr Cluff, set out the substance of the Cluff complaint: 1. [Mr Cluff] had taken out a private mortgage to fund the construction of his property on a piece of land.

2. Mortgage advisor Jillian Little had helped him in getting a private mortgage with a contact that she had outside of CIBC.

3. Client noticed that upon looking up for the mortgage broker realized that he /she is not a licensed broker in BC.

4. Client suspected that there was a connection between the private lender and Jillian Little. [130] Taking a step back, in March 2022, the defendant had in fact assisted Mr Cluff in obtaining a $225,000 mortgage for his company Markcor Enterprises Inc. The mortgage funds were provided by Colin and Julie Viens, her Red Deer friends. The defendant had not coordinated the mortgage on her own initiative, but did so solely at the request of the plaintiff, to assist her friend Mr Cluff. On March 16, 2022, the plaintiff solicited these funds for Mr Cluff on an urgent basis: Hi friends. I have an investor not on Facebook- looking for some very short term cash. Rrsp mortgage won't fund fast enough for him. Need $250,000 on a appraised value of $380,000 Needs at lawyers by March 28. Willing to pay legal fees and pay back by May 15th $258,000. Likely earlier. All terms negotiable- backed by lot in peachland I'm here to connect you with the investor and have no part of the transaction. [131] I am satisfied on the evidence before the Court that Mr Cluff and the plaintiff knew or ought to have known that his complaint to the defendant's employer was false. The defendant was not acting as a mortgage broker, and never held herself out as such. She did not, and never purported to act as an agent for Mr Cluff or the Vienses. The defendant was merely assisting in the process, to help the

plaintiff and her friend, at their request. The defendant received no money or commission or benefit whatsoever from her assistance in the process. If anything, the plaintiff herself played just as much of a role in seeking out a mortgage through the defendant, amongst other friends and contacts. [132] Both Mr Cluff and the plaintiff had considerable real estate experience, and understood the role of a mortgage broker. The defendant's email signature on emails to Mr Cluff stated clearly that she was a "mortgage advisor", and not a mortgage broker. The mortgage documentation sent directly to Mr Cluff, as well as communications between Mr Cluff and the defendant, clearly sets out that Mr Viens was the mortgagee and had advanced the funds, and had received a brokerage fee for the mortgage. While Mr Cluff at times emailed and sent funds to the defendant for repayment to Mr Viens, he did so on his own accord, unsolicited by the defendant; after a few such incidents she expressly instructed him to deal with Mr Viens directly. [133] The plaintiff and Mr Cluff both denied that Mr Cluff filed the complaint at the plaintiff's urging. Mr Cluff claimed that he filed the complaint wholly independently of the plaintiff, after having read an (unproduced and unparticularised) article about mortgage fraud: he testified that he felt anxious that he himself could be implicated unless he filed a

complaint to CIBC. This explanation was vague and did not make much sense. Mr Cluff made no attempt to contact or question Mr Viens or the defendant, or otherwise investigate the substance of his concerns, before filing his complaints with CIBC and the BC Financial Services Authority, when he knew or ought to have known the professional harm his unfounded complaint posed to the defendant. [134] Nor is it credible that Mr Cluff filed the complaint at his own impetus, without encouragement and coordination by the plaintiff. The plaintiff confirms that she had known Mr Cluff for 30 years: he was her best friend, sometime-housemate (they were living together at the time of the Cluff complaint), sometime-business partner, and stated "next of kin" on several documents; I need not determine whether he was also a romantic partner (which was asserted and denied). At the time he filed his complaints, Mr Cluff was fully aware of the parties' 18 months of acrimony and litigation. [135] The timing also provides compelling evidence that the plaintiff caused, encouraged, and contributed to the Cluff complaint. First, oddly, Mr Cluff filed his complaint two full years after the mortgage transaction. Second, on the morning of February 6, the day before Mr Cluff filed the complaint, this Court discharged the CPLs the plaintiff had filed on the properties. Text records show the plaintiff asking

Mr Cluff for a phone call roughly an hour and a half after the CPLs were ordered removed. The plaintiff acknowledged that she discussed the CPL removal with Mr Cluff (although would not agree that it was at that time). Later February texts between Mr Cluff and the plaintiff show that Mr Cluff was well aware of and monitoring the ongoing dispute: he commented on their warring social media posts and advised the plaintiff about her own police complaints concerning those posts. In all likelihood, the Cluff complaint served as the plaintiff's Plan B attack once the Plan A of the CPLs was stymied. Further, Mr Cluff's CIBC complaint was paralleled by the plaintiff's own series of CIBC complaints, which also started in February 2024. Those complaints continued through June, alleging, inter alia, that the defendant was harassing her on social media. The Cluff-Schwitzer protestations that the plaintiff was not involved in the Cluff complaint, like her protestations about her defamatory Facebook post, are wholly unbelievable. [136] Apart from those implausibilities, Mr Cluff, like the plaintiff, was vague and frail in his memory when it came to important parts of the case. He was also argumentative and evasive. That, combined with his close 30-year relationship with the plaintiff, make the Court wary about accepting any aspect of his testimony. [137] I will pause here to address a likely

procedural confusion in the reader's mind. In this proceeding, the defendant has not sued the plaintiff for her direct complaints to CIBC. Nor has she sued Mr Cluff directly for his CIBC complaints. She is pursuing both of those claims in a separate proceeding. Nor has the defendant sued for Mr Cluff's BCFSA complaint. Similarly, the plaintiff is not suing the defendant in defamation for her social media posts: during trial she tried to amend her pleading considerably to add many such claims, which request I refused in part because the plaintiff declined the adjournment that would be necessitated by those last-minute additions. As these other defamation complaints are neither pleaded nor pursued in this litigation, and as those allegations are the subject of other actions, I will avoid categorical pronouncement on those communications. [138] Mr Cluff's complaint did not directly or solely cause the defendant's dismissal from CIBC, but led to an April 19, 2024 Zoom call in which the defendant was interrogated about her involvement in the Cluff mortgage, and then to an April 26, 2024 "final warning." CIBC terminated the defendant for cause on June 25, 2024. [139] CIBC cited several reasons for the warning and termination, the first two of which referred to the Cluff complaint, and the third of which referred to Little J Vacations: - You engaged in a conflict of interest by

conducting mortgages for a friend - You used your personal account to borrow money from a client and lent those funds to another client which is a contrary to Section 4.2. We do not borrow or lend personal funds, specifically "we avoid pooling personal funds with another team member or client" - You have two unapproved Outside Business Activities; one for Little J. Vacations and the other for CJ Lit Corp - You have a joint personal account with another individual and this account was used for business purposes [140] I am satisfied that the stated factors unconnected to the plaintiff were minor, and would not on their own have grounded a final warning or termination, or even any disciplinary action or investigation: a) with respect to the third bulleted ground: while the defendant had not earlier filed a formal Outside Business Activities form, her then-supervisor, when advised of the Airbnb venture, told her the form was not necessary. Although the defendant was later instructed in January 2024 to file an Outside Business Activities form, no one had followed up or complained about its non-filing until the arrival of the Cluff and Schwitzer complaints. b) the fourth bulleted ground arose from her historical sharing of a joint account with her friend, who, unbeknownst to her, had used it as an operational account for a business: again a minor infraction that had never been

pursued, and was ultimately corrected. [141] Understandably, the defendant did not call a CIBC witness to testify about the circumstances of her dismissal: CIBC is literally adverse to the defendant, as she is presently engaged in litigation against her former employer for wrongful dismissal. The defendant instead relies on her own testimony about the CIBC meetings and communications, as well as the warning and termination letter, and other internal CIBC documents about the investigation and her termination. She also relies on communications received by Mr Cluff from CIBC. All of this is in evidence, albeit ultimately hearsay evidence with respect to whether and to what extent the Cluff complaint led to her termination. [142] Norman v. Westcomm International Sharing Corp., [1997] OJ No. 4774, 1997 CarswellOnt 4701 (CJ) considered similar evidentiary issues in the context of workplace defamation leading to termination. There, the plaintiff was terminated after the defendant sent a letter not to the plaintiff's employer, but to the Saudi Arabia Consulate, alleging that the plaintiff had committed fraud: para 1. The judge inferred that the plaintiff's employer either received a copy or was made aware of its contents: para 145. No one from the Consulate or the plaintiff's employer testified. The Court found that even if the termination letter was hearsay, "the dual requirements of

necessity and reliability concerning the Termination Letter have been met and I admit the Termination Letter not only as part of the chronology, but also consider it for the truth of its contents as part of the evidence": paras 135, 159. [143] Here, the timing of the Cluff complaint leads to the reasonable inference that it caused or contributed to the defendant's warning and termination, or, at a minimum, harmed the defendant's personal and professional reputation. As indicated in the survey below of analogous cases, the court may draw such inferences even in the absence of direct testimony from past or potential employers or customers to that effect: a not-uncommon predicament in defamation claims, where the sting of the tort is the often unknown and unknowable extent and effect of the defamation: see DeMoor v. Harvey, 1989 CanLII 2873 (BC SC) at paras 37-38, citing Vogel v. Cdn. Broadcasting Corp., 1982 CanLII 801 (BC SC), [1982] 3 WWR 97 at 178, per Esson J (before his translation as Chief Justice of this Court). The totality of the evidence directly provided and received by the defendant, combined with internal CIBC documents, supports this inference. Alternatively, I would reach a similar conclusion along the same path as Norman: that evidence meets the twin requirements for admission of hearsay. It is necessary, given the difficulty of obtaining CIBC evidence in light of

the ongoing litigation. It is reliable, in that it was generated contemporaneously for the important purpose of investigating and terminating the defendant, and dovetails with facts directly confirmed in present trial testimony and evidence. [144] That said, the Cluff complaint was not the sole cause of the defendant's termination. Apart from the other factors cited above, the defendant acknowledges that CIBC told her that the plaintiff's own series of complaints to CIBC, between February and June 2024, including allegations that the defendant had threatened her on social media, played a significant role. The Cluff and Schwitzer complaints prompted the defendant to enter into a social media war with the plaintiff, in which the defendant herself posted toxic statements about the plaintiff, personally and professionally. The defendant candidly acknowledges that this social media war, coupled with the spillover from the litigation itself, all constituted reputational risk to CIBC, and was cited as another reason for the termination. [145] Clearly, the defendant's termination was multi-factorial, and cannot solely be blamed on Mr Cluff's complaint, prompted by the plaintiff. That said, as concluded in Norman at para 159, I am satisfied that the Cluff complaint significantly caused or contributed to the defendant's termination in two ways. First, the allegations themselves were

professionally harmful. Second, the complaint prompted CIBC to conduct a comprehensive forensic investigation of the defendant's entire employment and transaction history, in order to paper a possible future termination. I am satisfied that the Cluff complaint, orchestrated by the plaintiff, was designed and directed to inflict maximum reputational harm on the defendant, and to threaten her employment, for the purpose of imposing litigation pressure and vengeance. [146] A party who encourages another person to defame a claimant bears joint liability for the harm caused: Hill v Church of Scientology of Toronto, [1995] 2 SCR 1130 at para 176; Crookes v. Newton, 2011 SCC 47 at para 82; Weaver v Corcoran, 2017 BCCA 160 at para 87; and Gaur v Datta, 2015 ONCA 151 at para 9. As set out in Halsbury's Laws of Canada (online), Defamation, "Elements of the Civil Cause of Action: Publication: Persons Responsible as Publishers" (II.3(2)) at HDE-51 (2023 Reissue), cited recently in Silvercore Advanced Training Systems Inc. v. Beer, 2025 BCSC 538 at para 195: Any person who knowingly participates in the publication of a defamatory statement in furtherance of a common design is jointly and severally liable as a publisher of the statement. A person who writes a libel, a person who repeats it, and a person who approves it are all responsible for the making of the libel. In cases of newspaper

publications, parties responsible for a libel may include the editor, printer, publisher or vendor. A person who encourages the primary author to publish a libel, or supplies the author with defamatory information intending or knowing that it will be published, may also be liable. If such persons have intended or agreed to participate in acts constituting a tort, they are prima facie responsible in libel even though they may not have realized they were committing a tort. Where there has been a campaign of defamation, and a co-defendant has facilitated its additional publication in furtherance of a common design with another defendant, it does not matter that the latter was not involved at the outset of the campaign. [147] Responsibly, in contrast to the Norman plaintiff, the defendant does not seek special damages of lost wages or commissions flowing from her termination, although she intimated, not unreasonably, that these would have exceeded a million dollars, for several years' lost earnings. She limits her claim to general, aggravated, and punitive damages. [148] In Valley Traffic Systems Inc. v. Malak, 2024 BCCA 370, Madam Justice Fenton recently described the purpose of general damages in a defamation claim: [52] General damages are awarded to compensate a plaintiff for loss of reputation, injured feelings, stress, embarrassment, humiliation, mental and emotional

distress, and personal hurt. They are intended to console and vindicate the plaintiff so that their reputation may be re-established [149] In Sanderson v. Bennett, 2025 BCSC 118, Madam Justice Douglas provides further guidance on general damages: 138 The primary remedy for defamation is an award of general damages: Pineau v. KMI Publishing and Events Ltd., 2022 BCCA 426 at para. 51 [Pineau BCCA]. The purpose of such an award is to compensate a plaintiff for the loss of reputation and injury to their feelings, to console them, and to vindicate them so that their reputation may be re-established: Pineau BCCA at paras. 51 - 52; Bent at para. 148. 139 General damages in defamation cases are presumed from the publication of the false statement; they are awarded at large and the plaintiff is not required to prove specific loss or damage: Hill at para.

164. General damages are often difficult to quantify: Hee Creations Group Ltd. v. Chow, 2018 BCSC 260 at para.

108. While damages for defamation are presumed once a cause of action is established, there is no presumption that they be substantial: Boehmke v. Grant, 2010 BCSC 682 at para.

158. Quantification is governed by all the circumstances of the particular case: Pineau v. KMI Publishing and Events Ltd., 2021 BCSC 1952 at para. 73. 140 The Supreme Court of Canada identified the key factors to be considered in determining an appropriate general damages award in the context of a defamation claim in Hill at para. 182, including: a) The plaintiff's conduct; b) His position and standing; c) The nature of the libel; d) The mode and extent of publication; e) The absence or refusal of any retraction or apology; and f) The conduct of the defendant, from the time the libel was published to the date of trial. [150] I will now briefly canvas similar cases, where the defamatory communications harmed the defamed party's business relationships. I acknowledge that "little is gained by comparing general damage awards in defamation cases; each case is unique and general damage awards vary greatly": Sanderson at para 147. [151] Sanderson awarded the plaintiff $85,000 in general damages: para 186. The Court noted the following factors in arriving at that figure: defamatory statements containing serious allegations of unlawful activity, reckless statements without objective factual foundation, communication to a significant number of individuals, the circulation of such information in a small community, the loss of a lucrative consulting contract and the restrictions of its

non-compete agreements, the plaintiff's age, and the partial apology received: para 141. [152] Norman awarded general damages of $35,000 ($63,857 adjusted for inflation): paras 149, 166. The Court noted that while the audience "was narrow and not generally made public", the allegation of fraud was "most serious and damaging", there was no retraction or apology, the "defendants exhibited a flagrant disregard for the consequences of the Consulate Letter", the plaintiff "suffered depression and anxiety as a result of the false allegations and a serious set back in his career", and likely interfered with the plaintiff's visa application: paras 145-46. The Court did not base its damages on whether the defamation was the sole cause of the termination; instead the Court found that the plaintiff's termination was either a direct result or causally linked to the termination: paras 134, 159-60. [153] In Chapman v. Anderson, 2006 ABQB 714, aff'd 2012 ABCA 25, the defendants' defamatory letter to the plaintiff's employer, alleging unprofessional conduct, was considered devastating, given the plaintiff's reliance on his professional reputation: para 67. The letter resulted in the termination of the plaintiff's contract. The Court awarded $20,000 ($30,330 adjusted for inflation) in general damages: paras 46. [154] In Ralph v. Burgess, 2024 NLSC 162, the Court awarded global damages of

$45,000 ($45,973 adjusted for inflation), including aggravated damages: para 88. The defendant recklessly and maliciously sent a defamatory email to the plaintiff's employer repeating unverified and false allegations of abuse heard from the plaintiff's ex-wife, in an attempt to embarrass the plaintiff at work: paras 62, 83. Notably, the plaintiff suffered no consequences from the letter apart from embarrassment: he was not terminated. [155] In Andrews v. Fagan, 2011 NLCA 15, the Court confirmed an award of $10,000 general damages and $5,000 aggravated damages (total award adjusted for inflation $13,734) where the defendant wrote to the plaintiff's employer, Memorial University, calling her an unprofessional and unethical liar. While the publication created anxiety for the plaintiff as the letter would remain in her personnel file, the communication was limited to the Dean of Science and university counsel. Aggravated damages of $5,000 reflected that the letter was deliberate and malicious, designed to inflict professional harm and humiliation: the defendant's actions were "borne out of malice and spite and that he chose to send the offending letter to her employer when the issue and dispute had nothing to do with her employment": para 25. [156] Guided by this jurisprudence, and having regard to all of the present circumstances, the Court awards $60,000 in general damages. I

highlight the following: a) the allegations that she held herself out as a mortgage broker in contravention of the Mortgage Brokers Act and engaged in a conflict of interest were serious and harmful to the defendant, both personally and professionally; b) the plaintiff maliciously orchestrated the Cluff complaint in order to harm the defendant; c) no apologies or retractions have been issued; d) the defendant suffered significant stress and humiliation as a result of the Cluff complaint; e) the audience was not public, but was limited to the defendant's employer; f) while the Cluff complaint significantly contributed to the defendant's dismissal, it was not the sole cause; and g) the defendant's own actions also contributed to her termination. [157] The defendant also seeks aggravated damages. Norman describes the basis for such damages: 150 Aggravated damages are awarded to take into account the additional harm to the plaintiff's feelings by reprehensible or outrageous conduct on the part of the defendant. In order to award aggravated damages, there must be a finding that the defendant was motivated by actual malice which increased the injury to the plaintiff either by further dissemination of the statement or by increasing the mental distress and humiliation of the plaintiff: Hill, supra, at pp. 1205-6. [158] As a more recent and directly binding authority, Valley Traffic

cautions that an award of both general damages and aggravated damages in a defamation claim may result in double recovery and should generally be avoided: [70] In my view, it may be time to reconsider the use of aggravated damages in defamation cases. It would make sense instead to use general damages to compensate the plaintiff fully for the defendant's conduct, and to use punitive damages to deter and denounce, should the award of general damages prove insufficient to achieve that end. In light of Hill and other decisions of this Court, it is not open to us to preclude awards of aggravated damages in defamation cases. But I would go so far as to encourage trial judges to adopt this approach. It has the advantage of both avoiding any prospect of double-counting and discouraging appeals based on over-compensation. [159] I will follow that admonition, and make an additional damages award under the heading of punitive damages rather than aggravated damages. Valley Traffic describes the purpose of punitive damages in a defamation context: [72] As mentioned above, punitive damages may be awarded where a defendant's misconduct is so malicious, oppressive, and high-handed that it offends the court's sense of decency: Hill at para.

196. Their aim is not to compensate the plaintiff, but to punish the defendant when the combined awards of general and aggravated damages would [be] insufficient to achieve the goals of punishment and deterrence: Hill at para. 196. [160] Punitive damages are exceptional: the court must ask itself whether the compensatory awards for general and aggravated damages are insufficient to achieve the objectives of punishment and deterrence: Valley Traffic at para 73. [161] Punitive damages are necessary in the present case. As set out above, the plaintiff was motivated by actual malice: neither she nor Mr Cluff were seeking to inform the defendant's employer of genuine concerns about the Cluff mortgage: they lodged the complaint as an extension of this litigation, and the plaintiff's general campaign of vengeance for not receiving an equity share in the properties or the company. The primary purpose of the complaint was to harm the plaintiff: by sending it to her employer, it was calculated to inflict maximum personal and professional harm. It was fully foreseeable and intended that the complaint would prompt at a minimum investigation, and likely discipline or dismissal. A punitive damages award, beyond general damages, is necessary and justified to denounce the plaintiff's conduct and deter her and others from seeking litigation advantage and personal vengeance by intentionally

defaming a former business associate: see Valley Traffic at paras 75-76. [162] With an eye to the authorities above, and the total circumstance of the present case, including the fact that the Cluff complaint was not the sole reason for her termination, the Court awards a further $50,000 in punitive damages, for a total of $110,000 in defamation damages. E. Abuse of process [163] In her submissions, the defendant argued that the plaintiff's CPLs constituted an abuse of process, filed without a basis to support her interest in the properties themselves. She notes that Justice Betton ordered the CPLs removed on February 6, 2024, on the basis that the plaintiff's pleadings, as drafted, did not support an interest in land. [164] While the defendant's amended counterclaim made that bare assertion in the facts section, her amendments to the legal basis section would seem to have removed the abuse of process claim. In any case, given the ambiguities concerning the business and the property ownership, particularly in the mind of the plaintiff--an ambiguity that of course generally assists the defendant in the resolution of this claim--it cannot be said that the plaintiff filed the certificates of pending litigation as "a misuse or perversion of the Court's process for an exterior or ulterior purpose," as opposed to a proper, ordinary, and common, litigation purpose (albeit one found to

be unsustainable in the end): Palmer v. Palmer, 2015 BCCA 438 at para 48. This claim, if it is a claim, is dismissed. V. Conclusion [165] In summary, the Court awards the following amounts to the plaintiff, offset by the amounts awarded to the defendant: Reimbursement $92,090 Quantum meruit $38,431 Subtotal to plaintiff $130,521 Less property security expenses - $14,245 Less Breeze expenses - $4,400 Less defamation damages - $110,000 Less costs order[9] - $1,152 TOTAL to plaintiff $724 [166] The defendant shall pay the plaintiff $724. [167] There has been mixed success, or, better to say, mixed failure. That said, the defendant was largely successful in her defence and counterclaim. Presumptively, she is entitled to her costs at Scale B. If either party wishes to displace this presumption, that party will advise the other within 15 days of these reasons, and schedule with the Registry a date as soon as reasonably practicable to argue the matter. Each party will provide a written argument to the other party and to the Court at least seven days before the hearing date. [168] To be clear, the Court is not encouraging a costs application. If either party brings an unmeritorious costs application, the Court will likely order costs against that party. For greater clarity, if either party issued a formal offer to settle under the Rules that would clearly have left the other party with

a superior result than that provided in these reasons, such an application would be prima facie reasonable. [169] I understand from passing trial comments that each party has filed or is contemplating filing new actions based on defamation and otherwise against the other. While they are free to pursue those claims, and stretch their litigation into its fourth, fifth, and possibly sixth year, I would urge the parties to reflect on the stress and cost this litigation has inflicted on themselves and their families, and move on with their lives. If those new or pending proceedings include claims overlapping on claims that have already been brought, or that could have been brought in these proceedings, they may well be struck as an abuse of process: Saskatchewan (Environment) v. Métis Nation - Saskatchewan, 2025 SCC 4 at paras 33-40. The adverse credibility findings against both parties in these reasons will likely be considered by any future court, and make prosecution of those claims more difficult. [170] On that note, this proceeding consumed a grossly disproportionate amount of court time: a scarce public resource (as the parties well know: various applications, and a scheduled trial, were bumped due to total hearings exceeding available judges). While participants in criminal and family matters are often impecunious, and are involuntarily drawn into court proceedings, which

involve public dimensions, the present purely private dispute arose from a profit-seeking venture based on properties worth some $2 million, between litigants who owned at least two (the plaintiff) and nine (the defendant) other investment properties at the relevant time. Parties entering into such transactions should set aside a provisional fund for trial counsel in case their venture goes awry, particularly if it does so through their own lack of business acumen, care in documentation, and civility. Instead, these parties ask taxpayers and other litigants to subsidise their vengeful airings of every petty grievance in proceedings protracted through their self-representation.[10] The comments of the Courts about abusive litigants, in Peoples Trust Company v Atas, 2019 ONCA 359 at para 9, leave to appeal to SCC ref'd, 38883 (23 April 2020); R v Cummings, 2014 NSCA 61 at para 12; Droit de la famille - 22845, 2022 QCCS 1872 at paras 1, 7, aff'd 2022 QCCA 1628; Unrau v National Dental Examining Board, 2019 ABQB 283 at paras 27-28; Chatur v De Los Reyes, 2012 ONCJ 367 at para 5; Nagy v Csuka, 2022 BCSC 2146 at para 45; and Zed v Levine et al., 2021 NBCA 29 at para 2, could apply equally to these litigants. [171] Many self-represented litigants can muddle through a civil suit in a focussed and proportionate manner: not here, however. The court file is voluminous. The plaintiff made

212 Registry filings, including 50 affidavits; the defendant filed 107 documents, including 25 affidavits. Their applications generated 46 court orders. Those applications, plus trial time, consumed 85 hours: so grossly disproportionate for the amounts and issues at stake that this litigation indeed verges on an abuse of process. If either party unwisely elects to pursue more litigation arising from this failed business venture, they are cautioned that further disproportionate proceedings and serial applications will likely attract a vexatious litigant order: see CKR v JCW, 2024 ABCJ 57 at paras 46-49 and that jurisprudence generally. [172] As a final matter, the trial was bifurcated, leaving the complicated issues of quantification of the plaintiff's equity interest in the company or property to a second phase, contingent on a finding that she in fact was entitled to an equity interest. Given the Court's conclusion, there will be no second phase of this proceedings: this proceeding is at an end, subject to costs or other permitted applications, which will be subject to the restrictions and processes set out in the May 30, 2025 order of Justice G.P. Weatherill (the "GPWJ Order"). The Court confirms that any obligations under any outstanding orders with respect to document production, as well as the payment into court of the funds used to pay out the Breeze bridge loan (as per

the GPWJ Order, the deadline for which was extended by me on October 30, 2025) or otherwise, in this proceeding, are at an end unless otherwise ordered by the Court. The funds held in Court as per the GPWJ Order shall be released to the defendant Ms Little. The pending contempt and other applications are adjourned generally. ______ "Crerar J" [1] In these reasons, the "defendant" refers to the natural defendant, Ms Little. [2] The many quotations from emails and texts and WhatsApp and other communications will be kept in their original form, with typographic, punctuation, and spelling errors, and formatting glitches. [3] That is, a "100" with double underline emoji. [4] Presumably an emoji, but it printed as a box in the exhibit. [5] Ordinarily, the Court would likely not accept this evidence, but it is the only evidence before the Court advanced by the two self-represented litigants: advanced by the defendant in a manner that ultimately supports the plaintiff's quantum meruit claim. The Court takes a more lenient approach with an eye to the practical and rough-and-ready approach to valuation of such claims. [6] The plaintiff was only arrested with respect to Breeze; she only later learned of the charges relating to Longacre. [7] Confirmed in Russell v British Columbia (Public Safety & Solicitor General), 2018 BCSC 1757 at para 30, per Butler J, before his

translation to the Court of Appeal. [8] The BCFSA investigated the complaint it received from Mr Cluff about the defendant, and issued the defendant a letter of warning that she must cease carrying on mortgage brokering activities until she is registered with BCFSA. The amended counterclaim does not advance a claim based on the BCFSA complaint. [9] On August 6, 2024, Justice A. Ross ordered that the plaintiff pay the defendant costs, forthwith. Associate Judge Schwartz made a similar order, on June 17, 2024, but reversed: the defendant was to pay the plaintiff costs forthwith. That amount was quantified at $1,152 by agreement and paid by Ms Little. In the interests of parity, and not rewarding obdurate behaviour, the Court quantifies the August 6, 2024 order at the same amount. [10] Many cases with self-represented litigants consume disproportionate court time. Here, the quantity of different claims, and the unfocussed responses of the parties necessitated extraordinary judicial management, including protracted explanations of trial procedure, interventions in direct and cross examination, provision of a list of leading cases (which turned out to be necessary, as the parties cited few cases in their submissions), etc., etc.