Executive Summary: Key Legal and Evidentiary Issues

• Plaintiff sought to add Arjinder Kaur as a defendant based solely on her status as Mr. Singh's spouse and former director of Vstride, but provided no evidence of her involvement in the Project.

• Ms. Kaur ceased being a director of Vstride on January 4, 2020, approximately two years before the Agreement was alleged to have been entered into on or about January 2022.

• Discovery requests relating to general financial records, tax returns, and bank statements were deemed irrelevant to the issues in the proceeding.

• The Court ordered disclosure of contractor information, project-specific expenses, and revenue summaries due to the live issue of whether the contract was fixed-price.

• Jane Doe was ordered removed from the action since she was identified as Mr. Singh's wife and Ms. Kaur was not permitted to be added.

• Amendments to the Further Amended Notice of Civil Claim were granted except for paragraphs referencing Ms. Kaur.

Background and the parties involved

This matter arose from a dispute over the design and development of a membership-based luxury lifestyle and technology platform and website. James Upton, the plaintiff, alleged he entered into an agreement with Vstride Solutions Ltd. and Arvinder Singh (together doing business as PAR Softwares) to design and develop the platform. The plaintiff claimed the defendants breached the agreement by failing to provide a competent, working platform and website, failing to test the website or present it to the plaintiff despite demand, knowingly making false representations, and charging excessive and exorbitant fees.

The defendants admitted that Vstride and Mr. Singh were parties to an agreement with the plaintiff and Legacy Luxury Lifestyle Inc. to deliver a website and/or provide project management services, including rebuilding the existing website with additional modules. They asserted that invoices for the work would be issued through both Vstride and PAR Softwares, with Mr. Singh's management services billed through Vstride and the remaining services, which were to be performed in India, billed through PAR Softwares. PAR Softwares was registered as a sole proprietorship in India, which was operated solely by Mr. Singh.

The application to add Arjinder Kaur as defendant

The plaintiff applied to add Arjinder Kaur, Mr. Singh's wife, as a defendant on the basis that she was Mr. Singh's spouse and had been one of the directors of Vstride, which was one of the entities that provided the services. The procedural history revealed that the original notice of civil claim filed on February 9, 2024 mistakenly named Avneet Kaur as one of the defendants. Avneet Kaur was actually the 16-year-old daughter of Mr. Singh and Ms. Kaur.

Ms. Kaur was a director of Vstride for a limited period. In approximately July 2018, Mr. Singh asked Sukhdev Uppal, an accountant, if he would incorporate a British Columbia company for him. On July 22, 2018, Mr. Uppal incorporated Vstride and made Mr. Singh and Ms. Kaur directors of Vstride. In approximately January 2020, Mr. Singh asked Mr. Uppal to remove Ms. Kaur as a director, advising that he originally thought two directors were necessary for all company incorporations but learnt that two directors were not required. On January 4, 2020, on Mr. Singh's direction, Mr. Uppal prepared a Director's Resolution which removed Ms. Kaur as a director of Vstride. On the same day, Mr. Singh and Ms. Kaur attended at Mr. Uppal's office and he witnessed their signatures. Due to an oversight on Mr. Uppal's part, he did not submit a notice of change of directors to Corporate Online until in or around April 2023. On April 4, 2023, Mr. Uppal submitted the notice of change which noted that Ms. Kaur ceased being a director on January 4, 2020.

Ms. Kaur swore an affidavit in which she deposed that she was not involved in the Project in any manner or capacity, received no money or funds from the Project, and was not included on any email correspondence in relation to the Project. She stated she had only ever met James Upton one time, for less than five minutes, when she was meeting her husband's cousin close by to where Mr. Singh was meeting with Mr. Upton and his wife. They exchanged pleasantries and nothing further. Mr. Upton did not swear an affidavit in support of adding Ms. Kaur as a defendant in this action.

Discovery disputes and financial record requests

The plaintiff sought numerous discovery requests from Mr. Singh's examination for discovery held on August 6, 2024. The Court analyzed these requests in several categories. Regarding employees and contractors, the Court ordered disclosure of contact information for all contractors that worked on the Project, along with their employment or contract agreements, but not for employees or contractors that did not work on the Project.

For financial records, the Court declined to order production of various operating expenses of Vstride such as rent and utilities, profit information for Vstride or PAR Softwares, tax returns or GST filings in Canada or India for any years, financial statements or profit and loss statements from 2020 to 2023, lease agreements relating to the personal home of Mr. Singh, or bank statements from 2022 to present for Vstride and PAR Softwares. The Court reasoned these records lacked relevance to the proceedings.

However, the Court did order answers to questions regarding the expenses incurred by Vstride and PAR Softwares for services performed in relationship to the Agreement and to the Project, a summary of the total revenue earned by Vstride and PAR Softwares in connection with the Project, the total amount of expenses and documents in support incurred by Vstride and PAR Softwares in connection with the Project, and how much money was paid to the defendants' contractor. The Court noted there is an issue on whether this was a fixed-based contract or not.

Ruling and outcome

The Court dismissed the plaintiff's application to add Arjinder Kaur as a defendant, finding that after conducting an examination for discovery of her, an examination for discovery of Mr. Singh, extensive document production, and a cross-examination of Mr. Singh on his affidavit, the plaintiff had not uncovered any evidence in support of a claim against Ms. Kaur. The Court found she had no role and her only involvement was as the wife of Mr. Singh. The Court ordered that Jane Doe be removed from the style of cause since Jane Doe was identified in the ANOCC as the wife of Mr. Singh and Ms. Kaur was not an appropriate party to be named.

The amendments sought in the Further Amended Notice of Civil Claim were permitted, except for Paragraph 4 (to be deleted in its entirety), Paragraph 13 (reference to Kaur to be removed), the heading on page 11 with reference to "and Kaur" (to be removed), and Paragraph 53 (to be deleted in its entirety). The Court ordered Mr. Singh to provide written responses to the specified discovery requests within 21 days of the reasons being released but declined to order him to provide an amended list of documents, noting the Supreme Court Civil Rules require that parties have an ongoing responsibility to list relevant documents.

Ms. Kaur, as the proposed defendant successful in defeating the attempt to add her as a defendant in this action, was entitled to her costs payable by the plaintiff at Scale B. For the costs of the plaintiff and defendants, given the divided success, the Court ordered that the costs of the application will be in the cause. No specific monetary damages or award amount was determined in this procedural decision.