Background: James Dennis Kozak, Heidi Kozak, Craig Babcock, Carla Babcock, and 4019947 Manitoba Ltd. sued Core Life Inc. and Italo Ferrari for breach of contract. The dispute arose from subscription agreements for shares in Core Life Inc., where the plaintiffs invested $450,000 but did not receive the promised returns or redemption of shares.

Legal Issues: The plaintiffs argued that Core Life Inc. breached the subscription agreements by failing to redeem shares as agreed. They also contended that Italo Ferrari’s personal indemnity was valid and enforceable. Ferrari counterclaimed, alleging conspiracy, deceit, fraudulent misrepresentation, and negligent misrepresentation against the plaintiffs and other defendants by counterclaim, arguing that the indemnity was invalid under securities law and the doctrine of non est factum.

Rulings: The court rejected Ferrari’s arguments, finding no genuine issue requiring a trial on the validity of the indemnity or the conspiracy allegations. The court granted summary judgment in favor of the plaintiffs, ruling that the subscription agreements were breached and that Ferrari’s indemnity was valid. The counterclaim was dismissed.

Award: The plaintiffs were awarded $495,000 plus six months’ interest of $54,000 and pre-judgment interest of $43,920. The total award was $592,920, plus any additional interest calculated up to the judgment date. The defendants’ motions were denied, and summary judgment was granted in favor of the plaintiffs.