Facts: This was a multi-issue and factually driven lawsuit. The plaintiffs and the defendants intended to enter into a boat rental business to supply watercraft for recreational purposes on a popular provincial lake. The defendants sourced and provided the vessels to the plaintiff, who paid the defendant as well as performed work to complete the vessels for use. The parties had multiple negotiations regarding a licensing or operating agreement when the relationship eventually broke down in an acrimonious fashion. The parties disputed ownership of the vessels, alleged breach of contracts, breach of fiduciary duty and defamation by the defendants, who publicly said that the plaintiffs did not own the vessels and were operating them illegally among other allegations.

Decision: Judgment for the plaintiffs declaring that they are the owners of the vessels as well as entitled to damages for breach of fiduciary duty, defamation and punitive damages for the defendants’ conduct.

Held: After a lengthy review of all of the evidence, the court concluded that the only contract that was clearly concluded between the parties was for the sale of the vessels by the defendant to the plaintiff. There were negotiations for a joint venture business arrangement of some sort; no agreement was ever reached. While there was no joint venture, the parties did understand that the vessels had been sold to the plaintiff and not leased. However, after the relationship broke down, the defendants gave false information to Transport Canada causing Transport Canada to deregister the vessels, as a result of which the plaintiffs temporarily lost use of the vessels. In the circumstances, this constituted a breach of fiduciary duty. The court also found that the defendants defamed the plaintiffs by making social media posts that the boats were operating illegally, without insurance, and did not belong to the plaintiffs. The court concluded that the comments were made with malice and this entitled the plaintiffs to damages for defamation along with punitive damages.