Background:

• Plaintiff (William Gaskey) sold shares in Token Mobile Solutions Inc. to Defendant (Up In Code Inc., dba Showpass).
• Defendant disputed the agreement, claiming no deal was reached or that Plaintiff was disqualified from receiving shares.
• Defendant applied for summary dismissal; Plaintiff cross-applied for summary judgment.

Findings:

1. Existence of Agreement:

   • A valid share purchase agreement existed based on evidence, including a Docusign execution and a confirming text message from Defendant’s representative.
   • Defendant did not sign but received all expected benefits.
   • Share cancellation and reissuance confirmed agreement execution.

2. Share Entitlement:

   • Agreement provided for 101,698 Class B shares, but Plaintiff was entitled to 51.84% due to ownership proportion.
   • Dispute remains over “Earn Out” shares, dependent on conditions tied to a Client Service Ticketing Agreement.

3. Alleged Non-Compete Violation:

   • Defendant argued Plaintiff breached non-compete obligations by being listed as a director of Get Tickets E-Solutions Inc.
   • Plaintiff demonstrated he ceased involvement in 2017.
   • Court found the corporate registry listing erroneous and ruled no breach occurred.

Rulings:

• Summary judgment granted confirming agreement’s validity and no non-compete breach.
• Defendant’s summary dismissal application dismissed.
• Outstanding disputes on “Earn Out” shares and other remedies remain for future proceedings.
• Court retains jurisdiction for further applications within 18 months.
• Costs to be determined if parties cannot agree within four months.
• No specific monetary damages were awarded in this decision.