Executive Summary: Key Legal and Evidentiary Issues

• Central issue was whether a verbal agreement existed granting the tenants an absolute right to purchase the leased house, despite the written lease containing only a right of first refusal and an entire agreement clause.

• The court examined the admissibility and substance of a secret audio recording offered as evidence of the alleged verbal agreement, ultimately finding it insufficient to prove a binding contract.

• The legal standing of the corporate plaintiffs was questioned, as only Mr. Goldman and Ms. Luo signed the lease, and no evidence was provided linking the corporations to the contractual relationship.

• The enforceability of the entire agreement clause and the parol evidence rule was pivotal, precluding reliance on alleged verbal side agreements.

• Summary judgment was granted in favor of the landlords due to the absence of a genuine issue for trial; the court also found the action vexatious and an abuse of process.

• Outstanding rent and repair costs were noted, but the court clarified that claims for such damages must be pursued through the Residential Tenancies Branch, not the court.

Background and facts of the case

Aaron Goldman and Hai Luo, spouses and directors of several corporate plaintiffs, leased a residential house in Winnipeg from Fei Wang and Ping Jiang. The lease, signed on May 27, 2015, was for a fixed term expiring on June 30, 2016, with a monthly rent of $2,500. The lease was drafted by Mr. Wang and contained plain language, including a right of first refusal for the tenants to purchase the property if the landlords decided to sell, and an entire agreement clause requiring all modifications or notices to be in writing. The plaintiffs claimed they invested substantial funds in repairs and upgrades based on verbal promises from the landlords that they would be able to purchase the house after the lease expired. The landlords denied any such promise, relying on the written lease and its entire agreement clause, and argued that only Mr. Goldman and Ms. Luo had standing to sue, as the corporate plaintiffs were not parties to the lease and the landlords had no knowledge of their existence.

Lease terms and policy clauses at issue

The lease included two key clauses: paragraph 29, which gave the tenants priority to purchase the leased property whenever the landlord decided to sell, with a mutually agreed purchase price; and paragraph 33, which required that all modifications or notices to the agreement be in writing to be valid. The lease also precluded use of the house for anything other than a private residence and prohibited pets. The plaintiffs did not allege that the lease language was ambiguous or that they did not understand its terms.

Events leading to litigation

After the lease expired, Mr. Wang gave notice of his intention to terminate the lease and retake possession of the house. The plaintiffs refused to move, initiated a rent compliance investigation with the Residential Tenancies Branch (RTB), and withheld rent for three months (November 2024 to January 2025), later refusing to pay rent unless the lease was extended. Mr. Wang responded by serving an eviction notice for non-payment of rent. Ms. Luo obtained a Protection Order against Mr. Wang, which was later set aside. Mr. Wang obtained an order of possession for the house plus costs from the RTB, confirmed by the Residential Tenancies Commission (RTC). The plaintiffs ignored these orders, leading Mr. Wang to obtain a writ of possession and engage Sheriffs’ officers to enforce the eviction. The plaintiffs moved out after exhausting all efforts to avoid compliance and left the house in a mess, with evidence of pets in breach of the lease. The plaintiffs owed the defendants $26,480 in unpaid rent and approximately $25,000 in repair and cleaning costs. The court noted that the landlords could not sue in this court for damages arising from a residential lease and must proceed through the RTB as prescribed in The Residential Tenancies Act.

Plaintiffs’ evidence and litigation history

The only evidence in support of the plaintiffs’ case was the affidavit of Mr. Goldman sworn on February 5, 2025. Ms. Luo did not offer an affidavit or appear at the summary judgment motion. Mr. Goldman relied on a secret iPhone recording of a conversation with Mr. Wang at a Tim Horton’s in 2023, about eight years after the lease was signed, in which Mr. Wang allegedly confirmed that a purchase option was discussed before the lease was signed. The court found that the recording did not establish the existence of a verbal agreement separate from the lease, nor did it specify essential terms such as price or possession date. No financial records, invoices, or receipts were provided to support the claim for damages. The court noted Mr. Goldman’s history of similar litigation involving right-to-purchase schemes and his repeated failure to pay costs and judgments, including an outstanding judgment of $1,321,896.27 and costs awards of $75,000 and $13,000, as referenced in the Manitoba Court of Appeal decision in Gobeil v. Goldman, 2025 MBCA 66.

Court’s analysis and reasoning

The court applied the summary judgment rules, finding that the defendants met their burden to show there was no genuine issue requiring a trial. The entire agreement clause and the parol evidence rule barred the plaintiffs from relying on alleged verbal promises or extrinsic evidence to alter the written lease. The court emphasized the importance of contractual certainty and commercial reasonableness, and found no ambiguity in the lease terms. The inclusion of corporate plaintiffs was deemed an abuse of process, as they had no contractual or equitable claim against the landlords. The court also found that the action was vexatious and constituted an abuse of process, referencing Mr. Goldman’s pattern of litigation and conduct in this and other proceedings.

Ruling and outcome

Summary judgment was granted to the defendants, Fei Wang and Ping Jiang, and all claims against them were dismissed. The statement of claim was struck without the right to refile. The court invited submissions on costs, with Mr. McIntosh to submit a written brief if the parties could not agree, and Mr. Goldman and Ms. Luo to respond within three weeks. The exact amount awarded for costs was not determined in the decision, and the court clarified that certain monetary claims must be addressed through the RTB. The successful parties were the defendants, Fei Wang and Ping Jiang.