Background:

• Kamaleddine provided R&D consulting services to Fancamp.
• Fancamp terminated the agreement on November 21, 2018.
• Plaintiffs sued on April 16, 2019, claiming liquidated damages and unpaid invoices.
• Defendants filed a joint statement of defence on June 21, 2019.
• The case was set for trial on May 12, 2025, after being scheduled on April 2, 2024.

Motion to Amend Defence:

• Fancamp sought leave to amend its defence, clarifying its interests separate from Magpie and adding new defences, including:
  • Certain payments required prior board approval.
  • Some invoices were unenforceable due to incorrect payee.
  • The liquidated damages clause was an unenforceable penalty.
  • A new claim of unconscionability alleging Kamaleddine took advantage of his position as a director.

Decision:

• Motion granted except for the unconscionability claim in paragraph 39, which introduced new factual allegations too close to trial, causing non-compensable prejudice.
• Court allowed limited new discovery but upheld trial schedule.

Costs:

• No costs awarded due to Fancamp’s inordinate delay and only “passable” justification for the late amendment.