Executive Summary: Key Legal and Evidentiary Issues

• Ibrahim Hussein Abouzeid commenced a court action against eXp Realty of Canada Inc. and its parent company eXp World Holdings, Inc., seeking relief in connection with the termination of his Independent Contractor Agreement.
• Central to the dispute is whether the arbitration clause in the ICA is valid and enforceable under s. 7(1) of the Arbitration Act, 1991.
• Abouzeid argued the arbitration agreement was contrary to public policy because it required arbitration administered exclusively by JAMS, allegedly precluding an impartial decision-maker.
• Unconscionability was raised as a further challenge, with Abouzeid contending the ICA was a standard form contract with a buried and improvident dispute resolution clause.
• Performability was also disputed, as Abouzeid claimed the three-arbitrator requirement could not be met given only two persons on the JAMS Canada roster.
• The court found that no statutory exception under s. 7(2) of the Arbitration Act, 1991 was established, as the ICA did not restrict arbitrator selection to the JAMS roster.

Facts of the case

Ibrahim Hussein Abouzeid is the founder of Affinity Real Estate Group, a team of real estate brokers he established in November 2018. According to his statement of claim, he and his team were recruited to join eXp Realty of Canada Inc. ("eXp Canada"), a cloud-based real estate brokerage incorporated under the Canada Business Corporations Act with its registered office in Victoria, British Columbia. eXp Canada is a subsidiary of eXp World Holdings, Inc. ("eXp World"). Acting on that recruitment, Abouzeid and his team moved to eXp. On or about March 29, 2022, Abouzeid executed an Independent Contractor Agreement ("ICA") with eXp Canada, signed on behalf of the company by Jason Gesing, CEO. On September 29, 2025, eXp Canada terminated the ICA. Abouzeid commenced this action by statement of claim issued on January 15, 2026, seeking relief in relation to that termination, including specific performance and other remedies under the ICA.

Contractual clauses at issue

The ICA contained a unilateral amendment provision, allowing eXp Canada to modify certain portions of the agreement at its sole discretion upon a minimum of seven days' written notice sent to the contractor's email address on file. Unless the contractor objected in writing within the seven-day review period, revisions were deemed accepted. eXp Canada provided evidence that Abouzeid received email notices of material revisions and never objected to any; the last such notice was sent on September 5, 2025. A non-material revision on September 24, 2025 updated the company's corporate signatory. Both the original March 2022 version and the version in effect at termination contained arbitration clauses requiring all disputes arising out of or related to the ICA to be submitted to binding arbitration administered by JAMS. The 2022 version required mediation before arbitration and provided for a three-arbitrator panel, with specific qualifications: the chair must have previously served as chair or sole arbitrator in at least ten arbitrations resulting in a merits award, and one of the wing arbitrators must be an expert in residential real estate brokerage transactions. The later version provided for a single arbitrator, with arbitration held virtually or in Toronto, Ontario.

Court's reasoning and analysis

Justice Cavanagh applied the two-stage framework established by the Supreme Court of Canada in Peace River Hydro Partners v. Petrowest Corp., 2022 SCC 41. At the first stage, the court assessed whether the technical prerequisites for a mandatory stay were met: the existence of an arbitration agreement, court proceedings commenced by a party to that agreement, proceedings in respect of a matter subject to arbitration, and the motion being brought before any step was taken in the proceedings. The court found all prerequisites satisfied, and Abouzeid did not contest this.

At the second stage, the burden shifted to Abouzeid to establish on a balance of probabilities that one or more statutory exceptions under s. 7(2) of the Arbitration Act, 1991 applied. Abouzeid advanced three challenges. First, he argued the arbitration agreement was contrary to public policy because mandating JAMS as administrator gave eXp Canada a monopoly on dispute resolution, relying on Hooters of Am., Inc. v. Phillips, 173 F (3d) 933 (4th Cir 1999) and Monster Energy Company v. City Beverages, LLC (9th Cir, October 19, 2019). The court rejected this argument, distinguishing both cases on the basis that neither version of the ICA required arbitrators to be drawn from a JAMS roster or to be affiliated with JAMS. The bias problem identified in Hooters — where one party controlled the entire arbitrator selection panel — did not arise here. The Monster issue concerned an arbitrator's undisclosed ownership interest in JAMS, which was equally inapplicable. The court held that the mere requirement for JAMS administration did not preclude the selection of an independent arbitrator.

Second, Abouzeid submitted the arbitration agreement was unconscionable. The court applied the test from Uber Technologies Inc. v. Heller, 2020 SCC 16, requiring both an inequality of bargaining power and a resulting improvident transaction. The court noted that Abouzeid filed no affidavit and provided no evidence of the circumstances of execution or any denial of an opportunity to negotiate. The ICA itself included a provision — with Abouzeid's initials on each page — in which he acknowledged understanding the arbitration provisions and confirmed he had been given a reasonable opportunity to consult legal counsel. On that record, the court could not find the required inequality of bargaining power.

Third, Abouzeid argued the agreement was incapable of performance because the three-arbitrator requirement of the 2022 version could not be fulfilled given only two persons on the JAMS Canada roster. The court dismissed this argument, reiterating that neither version of the ICA restricted arbitrator selection to the JAMS roster.

Ruling and outcome

Having found that Abouzeid failed to establish any statutory exception under s. 7(2) of the Arbitration Act, 1991, Justice Cavanagh granted eXp Canada's motion. The action by Abouzeid against eXp Canada was stayed. The successful party was eXp Canada. No monetary award, damages, or costs amount was specified in the endorsement; the court directed that if the parties could not resolve costs, they were to file written submissions on a timetable agreed upon by counsel and approved by the court.