Executive Summary: Key Legal and Evidentiary Issues

• The court considered whether Abdel Tahir validly assigned software intellectual property to DeliveryEase Inc. under two Assignment Agreements.
   
• Evidence showed Tahir personally drafted and executed the first Assignment Agreement without independent legal advice.
   
• Admissions in the defendants' statement of defence established that Tahir was an employee and Chief Technical Officer of DeliveryEase.
   
• Justice Ramsay applied the RJR-MacDonald three-part test to determine whether an interlocutory injunction should issue.
   
• DeliveryEase's uncontested evidence showed it risked losing its major client, which supplied roughly 85% of its revenue.
   
• Defendants' motion to rely on a supplementary affidavit was denied because it attempted to alter previously given evidence.
   

Facts of the case

DeliveryEase Inc. is a start-up providing pharmaceutical delivery services to pharmacies, retailers, and other medical providers across Canada, incorporated in July 2023. Abdel Tahir is a co-founder, Chief Technology Officer, shareholder, and director of DeliveryEase, and is also the sole shareholder and principal of Adelpha Technologies Inc. ("AdelphaTech"). DeliveryEase brought an urgent motion for an interlocutory injunction to prevent Tahir and AdelphaTech from possessing, using, or exploiting the software, source code, and confidential information underlying its business, and to compel delivery of those assets. The dispute centred on two IP Assignment Agreements: DeliveryEase said Tahir researched and drafted the first agreement himself, transferring ownership of the software assets to the company, while the defendants argued the platform was fully functional before DeliveryEase's incorporation and that AdelphaTech retained ownership. DeliveryEase also claimed damages for misappropriation, breach of contract, breach of common law duties of fidelity, confidence, loyalty, and good faith, and intentional interference with economic relations. At the outset of the hearing, the court denied the defendants leave to rely on a supplementary affidavit from Tahir, finding it went beyond correcting an interpretation issue and improperly attempted to revise his substantive evidence after cross-examination.

Policy and legislative provisions at issue

Section 101 of the Courts of Justice Act gives the court discretion to grant an interlocutory injunction where it is just or convenient to do so. The parties' Unanimous Shareholders Agreement, dated July 23, 2024 and amended November 28, 2024, includes section 6.02, which entitles the parties to seek equitable remedies, including injunctions. Ownership of the software assets turned on the Copyright Act: section 13(1) makes the author the first owner of copyright, while section 13(4) permits assignment of that ownership provided the assignment is in writing and signed by the assignor, with no signature required from the assignee. Section 13(3) provides that an employer is the first owner of copyright in work created by an employee in the course of employment. The first Assignment Agreement, which Tahir signed on behalf of AdelphaTech, contained no revocation clause or time limitation, a point the court found significant to whether the assignment was effective in perpetuity.

Reasoning and analysis

Justice Ramsay applied the three-part test from RJR-MacDonald Inc. v. Canada (Attorney-General): a serious issue to be tried, irreparable harm absent an injunction, and a balance of convenience favouring the moving party. On the first branch, the court found a serious issue existed regarding the validity of the assignment, but noted strong evidence supporting DeliveryEase's position: Tahir had admitted drafting the first Assignment Agreement, had confirmed by email that DeliveryEase owned the software assets, and his lawyer had sent a "with prejudice" letter making the same acknowledgment. Tahir's claim that he signed under commercial pressure was tested against the four-factor economic duress framework from Gordon v. Roebuck. The court found Tahir did not depose to having protested at the time, and that he took no steps afterward to avoid the agreement — findings that weighed against him notwithstanding the undisputed fact that he did not have independent legal advice when he signed. The defendants' own statement of defence admitted that Tahir was an employee and CTO of DeliveryEase, which the court found engaged section 13(3) of the Copyright Act in DeliveryEase's favour, referencing Keatley Surveying Ltd. v. Teranet Inc. On irreparable harm, the court accepted DeliveryEase's uncontested evidence that its major client, providing approximately 85% of its revenue, was at risk due to a missed feature deadline, and that reputational and goodwill losses of this kind are difficult to quantify in damages, consistent with International Steel Services Inc. v. Dynatec Madagascar S.A. and other authorities cited. On balance of convenience, the court emphasized that the status quo favoured DeliveryEase continuing to operate using a third-party developer, Guarana Technology Services Inc., and found the defendants did not come to court with "clean hands" given their prior acknowledgments of DeliveryEase's ownership combined with their refusal to provide access to the source code.

Ruling and overall outcome

Justice Ramsay granted the interlocutory injunction in favour of the plaintiff, DeliveryEase Inc., finding that all three branches of the RJR-MacDonald test were satisfied. The order, signed July 23, 2026, prohibits Tahir and AdelphaTech from possessing, using, exploiting, or restricting access to the software assets and confidential information, and requires them to deliver up all access credentials, technical materials, and administrative control over the relevant repositories and platforms, including GitHub and Bitbucket accounts. The decision does not resolve the underlying ownership dispute or award any monetary damages; the amount of any eventual damages, including the $300,000 investment referenced as possible consideration for the assignment, remains to be determined at trial. On costs, the court did not order a specific award and instead directed that, if the parties cannot agree, counsel may contact the judicial assistant to schedule a costs appointment.