Background:
The case involves a real estate development in Toronto. Disputes arose between 128 and Sam M Inc. over control of the project. Three key agreements govern their relationship: a 2014 Shareholders’ Agreement and a 2014 Partnership Agreement (both with arbitration clauses), and a 2021 Control Agreement (without an arbitration clause). In 2022, a resolution granted Sam M Inc. sole control, which 128 claims is oppressive.

Legal Issue:
The respondents moved to stay court proceedings, arguing that the matter should go to arbitration per the existing agreements. 128 opposed, contending the dispute concerns the expired Control Agreement, which lacks an arbitration clause.

Court’s Analysis:

1. Arbitration Agreements: The Shareholders’ and Partnership Agreements mandate arbitration; the Control Agreement does not.
2. Dispute Scope: The validity of the resolution is potentially subject to the arbitration clauses.
3. Referral to Arbitration: The court found an "arguable case" for arbitration.

Decision:
The court stayed the application, deferring to arbitration under the competence-competence principle, which favors arbitrators deciding their jurisdiction.

Costs:
$50,000 awarded to the respondents.