Key Issues:

1. Motion to Stay the Action:
   OTO.Coach Inc. (Defendant) sought to stay the plaintiffs' action, arguing Ontario was not the appropriate forum (forum non conveniens), suggesting Delaware as more suitable.

2. Underlying Dispute:
   OW Technologies, LLC and OW International, LLC (Plaintiffs) sued for $1,878,626.37 USD (plus interest and costs) under a promissory note executed by OTO. The defendant argued Delaware jurisdiction should apply due to related litigation in Delaware over an agreement of purchase and sale (APS).

Court Findings:

1. Jurisdiction:

   • OTO conceded Ontario courts have jurisdiction. The promissory note specifies Ontario law and was executed in Ontario.
   • Delaware lacks sufficient connection to the promissory note to override Ontario’s jurisdiction.

2. Forum Non Conveniens:

   • Citing Van Breda (2012 SCC 17), the court held that OTO failed to establish Delaware as a more appropriate forum.
     • Factors supporting Ontario:
       • OTO is headquartered in Ontario.
       • The promissory note is governed by Ontario law.
       • Enforcement of any judgment would occur in Ontario.
     • Delaware factors lacked weight as the APS and Delaware litigation do not involve the plaintiffs.

3. Substance of the Dispute:

   • The promissory note was separate from the APS litigation. Plaintiffs were not parties to the APS and had rejected terms linking the promissory note to APS representations.

4. Costs Awarded:

   • The court ordered OTO to pay $20,000 in costs to the plaintiffs within 30 days.

Outcome:

The motion to stay the proceedings was dismissed, affirming Ontario as the proper forum for adjudicating the plaintiffs' claims under the promissory note.