Ritson Division Retail GP Limited v. 2562583 Ontario Inc. (Meltwich Food Co.)

Ritson Division Retail GP Limited v. 2562583 Ontario Inc. (Meltwich Food Co.)

Because the Franchisor was a contractual guarantor/indemnitor under the Assignment Agreement and s.14.1 of the Franchise Agreement, it was entitled to settle the Landlord’s claim and recover the settlement and related legal costs from the appellants; the appellants had no sustainable defence and summary judgment was properly granted, making the appellants jointly and severally liable for the settlement and costs.

Citation
2025 ONCA 435
Parties
Plaintiff/respondent: Ritson Division Retail GP Limited; Defendant/appellant: 2562583 Ontario Inc. o/a Meltwich Food Co.; Defendant/appellant: Janarthanan Jeyaparan; Defendant/respondent (franchisor): Meltwich Hospitality Group Inc.
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
16 June 2025
Procedural Posture
Civil Appeal (contract/franchise; Summary Judgment) / Appeal From Summary Judgment Decision of Superior Court
Outcome
Appeal dismissed; summary judgment upheld
Legal Topics
Summary Judgment, Indemnity, Guarantee, Settlement (mary Carter Agreement), Damages, Contribution and Indemnity, Abuse of Process
Source Language
English
Civil Procedure Contract Law Franchise Law Commercial Law Summary Judgment Indemnity Guarantee Settlement (mary Carter Agreement) +3 more

Case Brief

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Parties

Ritson Division Retail GP Limited

Plaintiff/respondent

2562583 Ontario Inc. o/a Meltwich Food Co.

Defendant/appellant

Janarthanan Jeyaparan

Defendant/appellant

Meltwich Hospitality Group Inc.

Defendant/respondent (franchisor)

Procedural Posture

Civil Appeal (contract/franchise; Summary Judgment) / Appeal From Summary Judgment Decision of Superior Court

Legal Issues

  1. 1 Whether the Franchisor had a cause of action against the appellants following a settlement with the Landlord
  2. 2 Whether s.14.1 of the Franchise Agreement covers liabilities assumed by the Franchisor by settling the Landlord’s claim
  3. 3 Whether the motion judge erred in awarding the full settlement amount where payment was by instalments and without evidence of payments made

Ratio Decidendi

Because the Franchisor was a contractual guarantor/indemnitor under the Assignment Agreement and s.14.1 of the Franchise Agreement, it was entitled to settle the Landlord’s claim and recover the settlement and related legal costs from the appellants; the appellants had no sustainable defence and summary judgment was properly granted, making the appellants jointly and severally liable for the settlement and costs.

Court Disposition

Appeal dismissed; summary judgment upheld

Orders

  • Appeal dismissed
  • Appellants jointly and severally liable to pay Franchisor judgment amount of $196,533.64 CAD