Ellis Packaging Limited v. Ellis
Ellis Packaging Limited, (f/k/a 1000256165 Ontario Inc.)
Max Solutions Inc.
Peter William Ellis
Law Firm / Organization
Crawley MacKewn Brush LLP
Sharon Ellis
Law Firm / Organization
Crawley MacKewn Brush LLP
Cathleen Ellis
Law Firm / Organization
Crawley MacKewn Brush LLP
Brad Ellis
Law Firm / Organization
Crawley MacKewn Brush LLP
David Ellis
Law Firm / Organization
Crawley MacKewn Brush LLP
Peter William Ellis, Sharon Ellis and I. Blair MacKenzie in their capacities as Trustees of The Ellis Family Trust 2020
Law Firm / Organization
Crawley MacKewn Brush LLP

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
Superior Court of Justice - Ontario
CV-23-0070808-00CL
Corporate & commercial law
Plaintiff