Executive Summary: Key Legal and Evidentiary Issues

• Ontario court assumed jurisdiction in OZ Optics Limited v. Tektronix Inc. and Maxtek Components Corporation based on a real and substantial connection despite competing governing-law clauses

• Annual site visits, Ottawa-based manufacturing, and payment flows tied the dispute sufficiently to Ontario

• “Negligent breach of contract” label drew judicial skepticism; the claim proceeds as breach of contract, with tort framing not engaged

• Forum non conveniens factors did not show Oregon as clearly more appropriate; convenience deemed neutral in a post-COVID, remote-evidence context

• No parallel Oregon action; staying Ontario case risked multiplicity and conflicting outcomes

• Motion to stay dismissed; defendants ordered to pay $59,577 in costs forthwith

Background facts
OZ Optics Limited, an Ottawa-area manufacturer of fiber optic components, supplied products to Maxtek Components Corporation, an Oregon-based purchaser affiliated with Tektronix Inc. The parties’ ordering process involved RFQs, a quotation from OZ Optics referencing its online “Terms and Conditions” (stating Ontario law), Maxtek’s Purchase Agreement (stating Oregon law), and OZ Optics’ Confirmation Letter asserting its standard terms applied. Across 13 agreements, Maxtek cancelled all or remaining orders (having paid for delivered units), leading OZ Optics to claim more than $7 million for breach of contract. Representatives from Oregon visited the Ottawa facility one or two times per year to review design, manufacturing, and quality processes.

The motion and legal framework
The defendants, Tektronix Inc. and Maxtek Components Corporation, sought to stay (and initially also to dismiss) the Ontario action for want of jurisdiction, but argument proceeded only on the stay. The court did not decide the choice-of-law question at this stage, reserving that for the trier of fact. Applying the real-and-substantial-connection test and the Club Resorts Ltd. v. Van Breda connecting factors, the court assessed domicile/residence, carrying on business, tort location, and whether the contract connected with the dispute was made in Ontario.

Court’s analysis on jurisdiction
Domicile/residence and carrying on business in Ontario were not established: occasional site visits were insufficient to meet either threshold. The pleading had referenced “negligent breach of contract,” but the court noted authority characterizing negligent performance as inapposite to a pure breach claim; in any event, the court looked to contract-based connecting factors. Given that an Oregon buyer sought goods manufactured to its specifications in Ottawa, with regular oversight visits and payment (or non-payment) flowing to the Ontario supplier, the court found a sufficient connection linking the litigation to Ontario and concluded jurisdiction simpliciter was made out.

Forum non conveniens assessment
The defendants then bore the burden to show Oregon was clearly the more appropriate forum. Convenience and expense for witnesses was neutral in light of modern virtual testimony practices. The applicable law factor did not tip the balance because Oregon law, if ultimately applicable, can be proven through expert evidence in Ontario. There was no concurrent Oregon proceeding; granting a stay risked multiplicity and inconsistency. Enforcement concerns were the defendants’ strongest point, but the need for “additional procedural steps” to enforce an Ontario judgment in Oregon was not enough to override the plaintiff’s forum choice. No systemic fairness or efficiency concerns weighed against proceeding in Ontario.

Outcome and costs
The motion to stay was dismissed. On costs, the defendants had sought approximately $99,666 if successful; the plaintiff sought partial-indemnity fees of $59,577. The court fixed costs payable by the defendants to the plaintiff in the amount of $59,577, inclusive of fees, HST, and disbursements, payable forthwith, while declining the plaintiff’s request for substantial-indemnity costs in light of the record and Rules considerations.