Overview:

• This case involves a commercial dispute where Profit Professionals Inc. (Plaintiff) sued Tiger Drylac Canada Inc. (Defendant) for breach of contract and on a quantum meruit basis.
• The Defendant sought summary judgment to dismiss the claim, arguing that the Plaintiff filed the lawsuit outside the agreed two-year limitation period.

Key Facts:

• Contracts Involved:

  • Non-Disclosure Agreement (2013): Restricted use of shared confidential information.
  • Engagement Agreement (2013): Plaintiff would analyze the Defendant’s costs and share in savings.

• Contract Breach (April 7, 2014):

  • Defendant terminated the Plaintiff’s work on courier and freight cost reductions.
  • Plaintiff continued working on credit collection and customs savings.

• Discovery of Alleged Breach (November 2016):

  • Plaintiff realized the Defendant had benefited from confidential cost-saving information and demanded payment.
  • Lawsuit was filed on July 10, 2018.

Legal Issues:

• Limitations Act, 2002 (Ontario):
  • Defendant argued the two-year limitation period started on April 7, 2014.
  • Plaintiff claimed it did not discover the breach until November 2016.

Court’s Decision:

1. Breach of Contract Claim: Proceeding to Trial

   • A genuine issue exists regarding when the Plaintiff should have reasonably discovered the breach.
   • Given the ongoing business relationship, Plaintiff’s delay in investigating was plausible.

2. Quantum Meruit Claim: Dismissed

   • Plaintiff knew by October 9, 2014, that its packaging-related work had ended.
   • The two-year limitation period had expired.

Final Ruling:

• Defendant’s motion denied for the breach of contract claim.
• Defendant’s motion granted for the quantum meruit claim.
• Parties encouraged to settle costs; otherwise, written submissions allowed.
• No monetary damages were awarded at this stage.