Executive Summary: Key Legal and Evidentiary Issues

• Disputed ownership of cannabis production equipment originally acquired by CanaMovelt Ltd. and later used by CMI at El Camino’s facility.
• Unclear evidentiary basis for the plaintiff’s claim that he is the sole owner of the equipment, despite acknowledging it was purchased by a now-dissolved corporation.
• Tension between individual ownership claims and corporate use of assets under a Licence Rent Agreement signed by the plaintiff on behalf of CMI.
• Failure to demonstrate an appearance of right sufficient to justify removing equipment from ongoing corporate operations.
• Absence of serious or irreparable harm, given that any depreciation of the equipment could be compensated by damages.
• Balance of convenience, urgency and corporate continuity all weighing against granting safeguard measures and in favour of maintaining the status quo.

Facts of the case

The dispute arises out of a breakdown in relations between Avery Mayhew and Zakaria Ben Mohamed, who are equal shareholders in 9451-9089 Québec Inc. (CMI solutions Inc.) (“CMI”). They were also previously 50-50 shareholders of CanaMovelt Ltd. (“CanaMovelt”), incorporated on July 8, 2024 and dissolved on March 6, 2025. During its short existence, CanaMovelt allegedly acquired certain cannabis-related equipment, including an Orange Photonics LightLab analytical unit, a CenturionPro 3.0 trimming system with Quantanium tumblers, and roughly eighty drying racks with accessories. After CanaMovelt’s dissolution, a conflict emerged over who actually owns this equipment and who is entitled to use it going forward. Mayhew, the plaintiff, maintained in his application for safeguard measures that the equipment belongs to him personally. By contrast, Mohamed argued that after CanaMovelt was dissolved, the equipment was first transferred equally to both shareholders and then contributed in kind to CMI, making it part of CMI’s business assets.

Corporate arrangements and use of the equipment

Most of the equipment, apart from the Orange Photonic analytical unit, was transported to the property of Ferme El Camino Inc. (“El Camino”), the impleaded party. CMI carries on cannabis production-related activities at El Camino’s premises. To formalise this, CMI and El Camino entered into a Licence Rent Agreement on September 20, 2025. Significantly, that agreement was signed by Mayhew himself on behalf of CMI. In his sworn statement, Mayhew also confirmed that he personally transported some of the equipment to El Camino’s premises. According to Mohamed, the Orange Photonic unit was shipped to Colombia, with Mayhew’s knowledge, to a partner’s premises and was allegedly stolen during an assault. Against this backdrop, Mayhew sought a safeguard order to force the defendants to cease all use of, transfer of, or interference with the disputed equipment.

Relief sought: safeguard measures

The application before the Superior Court of Quebec was not a final determination of ownership, but a request for safeguard measures—provisional, protective relief aimed at preserving rights pending a full hearing on the merits. Mayhew asked the Court to order that the defendants stop using and interfering with the equipment, effectively removing it from the operations of CMI and from the El Camino facility while the ownership dispute continued.

Legal framework for safeguard orders

The Court restated the principles governing safeguard orders, relying on the Court of Appeal’s decision in McGill University v. Kahentinetha. A safeguard order is a discretionary, conservatory measure issued in an emergency and for a limited period, in a context where the respondent has not yet been able to present all of its grounds. It is provisional and does not decide the parties’ rights definitively. Its purpose is to prevent loss of rights or the creation of a situation that disturbs the balance between the parties. Safeguard orders are akin to provisional injunctions and must satisfy the same four criteria: appearance of right, serious or irreparable harm, balance of convenience, and urgency. The Court therefore examined Mayhew’s application through this familiar injunction-style lens.

Appearance of right

On appearance of right, the Court found Mayhew’s position weak and far from clear. While he asserted that he was entitled to recover the equipment, he acknowledged that it had been acquired by CanaMovelt, a corporation that has since been dissolved. He did not explain or demonstrate any legal basis upon which he would emerge as sole owner of assets bought by that dissolved corporation. On the summary record before it, the Court could not conclude that Mayhew was in fact the owner of the equipment; ownership could only be resolved at a full hearing on the merits, with a complete evidentiary record. In addition, the Court found no apparent right justifying the removal of the equipment from its current location, especially since CMI is using it under the Licence Rent Agreement that Mayhew himself signed and he personally helped move the equipment to El Camino’s premises.

Serious or irreparable harm

On the issue of serious or irreparable harm, the Court held that Mayhew had not demonstrated that he would suffer such prejudice if the safeguard measures were refused. The equipment was being used in the ordinary course of CMI’s business, and Mayhew is still a shareholder of CMI. There was no evidence that continued use of the equipment risked making it unusable or destroying its value. Any depreciation caused by normal business use could be compensated in damages at a later stage if it were ultimately determined that Mayhew’s rights had been infringed. Because the perceived harm was compensable in money and not shown to be irreparable, this criterion for a safeguard order was not met.

Balance of convenience

The balance of convenience strongly favoured maintaining the status quo. The Court noted that CMI required the equipment to perform its obligations under the agreement with El Camino and to continue its cannabis-related operations. Removing the equipment from CMI—when both Mayhew and Mohamed are shareholders—risked imposing greater prejudice on the business and potentially on El Camino than allowing CMI to continue using the equipment in the ordinary course. The Court also took into account Mohamed’s contention that Mayhew had resigned as director and officer of CMI and was now working for an El Camino competitor, suggesting a strategic motive to disrupt the El Camino–CMI relationship by reclaiming the equipment. Overall, the Court concluded that the balance of convenience did not support the intrusive interim relief sought.

Urgency

Finally, the Court found that Mayhew had not established the element of urgency required for safeguard measures. There was no clear, immediate threat identified that would justify an emergency order to halt use of the equipment. Without a concrete showing that delay would seriously compromise rights or render a later judgment ineffectual, the urgency criterion failed alongside the others.

Outcome and consequences

Having concluded that none of the key criteria—appearance of right, serious or irreparable harm, balance of convenience, and urgency—were satisfied, the Superior Court dismissed Mayhew’s Application for safeguard measures. The Court ordered that the application be dismissed with costs, meaning that the successful parties are the defendants (Zakaria Ben Mohamed and 9451-9089 Québec Inc./CMI solutions Inc.) and the impleaded party, Ferme El Camino Inc. The judgment, however, does not specify any exact monetary figure for costs or other damages. As a result, while the successful parties obtained dismissal of the application and an award of costs in their favour, the total amount ordered cannot be determined from the decision.