JURISDICTION - Determination of - Real and substantial connection

Law360 Canada (June 17, 2022, 5:39 AM EDT) -- Motion by the plaintiff Calbot Group, an Ontario corporation, for a preservation order in the amount of $5 million from the proceeds of sale of certain lands in a development project. Motion by the foreign NSR defendants for an order staying the action as against them based on lack of jurisdiction. A 2021 order struck the plaintiffs’ claims against the defendants NSR Toronto and Wang. The foreign NSR defendants consisted of New Silkroad, a limited liability company incorporated in Bermuda and domiciled in Hong Kong and NSR Canada which was 100 per cent owned by New Silkroad and was incorporated under the laws of and domiciled in Hong Kong. NSR Toronto acquired a 51 per cent interest in the Project. When the owners of the minority interest in the Project, the CIM companies, defaulted on development conditions for the Project in 2018, NSR Toronto exercised its resulting right under an option agreement to sell the Project. The Sunny Group purchased the Project from NSR Toronto as part of a securities purchase transaction in 2019. Calbot alleged that it was entitled to a fee of $5 million for its efforts to find a purchaser for the project as provided for in an alleged Memorandum of Understanding pursuant to which Calbot would only introduce any potential purchaser on the basis that Calbot would be entitled to the success fee of $5 million. Calbot alleged having done considerable work for the benefit of the various defendants and having in fact set in motion or orchestrated the chain of events ultimately leading to the deal between NSR Toronto and the Sunny Group. The statement of claim relied almost entirely on the alleged Memorandum. Due to the serious problems with the Memorandum and the likelihood that it contained a forged signature, Calbot conceded that it could not rely on the Memorandum and now argued that there was an oral agreement....
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