Background

• The Ellis family owned Ellis Group, which manufactured packaging. In 2022, they sold their shares to Max Solutions under a Share Purchase Agreement (SPA).
• After the sale, Max Solutions amalgamated with Ellis Group, continuing as “Ellis Packaging Limited.”
• In 2023, Ellis Packaging and Max Solutions sued the defendants for breach of contract and fraudulent misrepresentation.
• During litigation, emails exchanged between the defendants and their lawyer, Mickleborough Lawyers, were inadvertently disclosed.

Court’s Analysis & Decision

• Applying Celanese Canada Inc. v. Murray Demolition Corp., the court found that Mickleborough was jointly retained by both the defendants and Ellis Group. Thus, privilege was jointly held.
• Since the privilege was not expressly reserved in the SPA, it remained with the amalgamated company.
• Motion dismissed. Plaintiffs could retain Stikeman Elliott LLP and use the documents.

Costs

• If unresolved, parties may submit written arguments.
• the decision did not specify any monetary damages or cost orders