.

SUPREME COURT
OF BRITISH COLUfVJRifl C *
VANCOUVER REGISTRY N(*> - I 6 0 2 4
OCT 2 8 2U1b Vancouver Regisly

IN THE SUPREME COURT OF BRITISH COLUMBIA

BETWEEN
MARADADI PACIFIC HOLDINGS LTD.

PLAINTIFF

AND
MELISSA ISABELLE CALL, ECOSSENTIALS LOCAL

MARKET INC. and 0985780 B.C. LTD.

DEFENDANTS

NOTICE OF CIVIL CLAIM

This action has been started by the plaintiff for the relief set out in Part 2 below.

If you intend to respond to this action, you or your lawyer must

(a) file a response to civil claim in Form 2 in the above-named registry of this
court within the time for response to civil claim described below, and

(b) serve a copy of the filed response to civil claim on the plaintiff.

If you intend to make a counterclaim, you or your lawyer must

(a) file a response to civil claim in Form 2 and a counterclaim in Form 3 in the
above-named registry of this court within the time for response to civil
claim described below, and

(b) serve a copy of the filed response to civil claim and counterclaim on the
plaintiff and on any new parties named in the counterclaim.

JUDGMENT MAY BE PRONOUNCED AGAINST YOU IF YOU FAIL to file the

response to civil claim within the time for response to civil claim described below.
 -2-

Time for response to civil claim

A response to civil claim must be filed and served on the plaintiff,

(a) if you were served with the notice of civil claim anywhere in Canada,
within 21 days after that service,

(b) if you were served with the notice of civil claim anywhere in the United
States of America, within 35 days after that service,

(c) if you were served with the notice of civil claim anywhere else, within 49
days after that service, or

(d) if the time for response to civil claim has been set by order of the court,
within that time.

CLAIM OF THE PLAINTIFF

Part 1: STATEMENT OF FACTS

1. The plaintiff Maradadi Pacific Holdings Ltd. ("Maradadi") is a company

incorporated under the laws of the province of British Columbia with an address
for service at 1120 - 1040 West Georgia Street, Vancouver, British Columbia,

V6E4H1.

2. The defendant Melissa Isabelle Call ("Call") is a businesswoman who resides at

6572 King Avenue, Powell River, British Columbia, V8A 4X8.

3. The defendant Ecossentiais Local Market Inc. ("Ecossentials") is a company

incorporated under the laws of the province of British Columbia with a registered
address at 4571 Marine Avenue, Powell River, British Columbia, V8A 2K5.
 -3 -

4. The defendant 0985780 B.C. Ltd. ("0985780") is a company incorporated under

the laws of the province of British Columbia with a registered address at 4571
Marine Avenue, Powell River, British Columbia, V8A 2K5.

5. Call is director and officer of both Ecossentials and 0985780.

Background

6. Maradadi provides business consultation, advice, and related services primarily

through the work of one of its principals, Judeline K. Tyabji.

7. In approximately 2002 Call began operating an organic food delivery service in

Powell River, later extended to the Comox Valley, doing business as "Sunshine
Organics Home Delivery".

8. Beginning in 2008, Call and Tyabji worked together as founding board members
of Pebble in the Pond Environmental Society, a non-profit environmental group
whose initiatives included programs to reduce plastic bags and packaging.

9. In 2009 Call expanded her organic food business and opened a grocery store in
Powell River doing business under the name "Ecossentials Local Market". The
Ecossentials store allows customers to use their own packaging to purchase bulk

foods.

Agreement

10. In or about November 2012 Maradadi and Call entered into an oral contract for
services in which Maradadi agreed to perform business consultation, advice and
services for Call (the "Agreement"). The terms of the Agreement are that
Maradadi would provide Call ongoing advice and services to assist in the
 -4-

expansion of the Sunshine Organics and Ecossentials businesses. Call agreed

to pay Maradadi a reasonable remuneration for Maradadi's work and services.

Buy BC Program

11. In or about November 2012 Maradadi and Call orally agreed that Maradadi
would provide specific services with respect to an application for provincial
government funding in the amount of $100,000 through the Buy Local Program
of Investment Agriculture Foundation of British Columbia ("IAF") to promote and
expand Call's organic food businesses.

12. Maradadi and Call agreed that Maradadi would prepare the funding application
and perform the work contemplated under the grant. Call agreed to cooperate
as needed to permit Maradadi to make the application, obtain funding, and
perform the work under the grant. It was an express or alternatively an implied
term of agreement that Call would make reasonable efforts to fulfill lAF's funding
requirements, including the maintenance of adequate accounting and

bookkeeping records.

13. Maradadi and Call agreed that Call would pay Maradadi $60,000 for its services
in obtaining the Buy BC grant and performing the work contemplated by the
program, if the application were approved.

14. In late 2012 Maradadi prepared and submitted Call's application for Buy BC

funding.

15. In or about January 2013 IAF approved the application and agreed to fund Call
in the amount of $100,000 for a ten month term, from 4 March 2013 to 10

January 2014.
 -5­

16. Maradadi performed the work contemplated by the Buy BC grant, including,
(a) promotion;
(b) sales;
(c) branding, including all supplemental materials including stationery

and online;
(d) marketing;
(e) social media;
(f) development of best management practices;
(g) internet;
(h) strategic advice;
(i) research;
(j) communications;
(k) liaison with local agencies, advocates and organizations;
(I) liaison with local producers and consumers;
(m) public speaking;
(n) government relations;
(o) mediation/negotiation with other parties;
(p) other tasks as needed.

Business Expansion

17. The businesses of Sunshine Organics and Ecossentials expanded significantly

following commencement of the Buy BC program; Ecossentials' sales increased

over thirty percent (30%).

18. Call informed Maradadi of her wish to expand Ecossentials' retail space, install a
restaurant for local foods, and increase retail operations by approximately 400%.
 -6­

19. Call and Maradadi agreed that Maradadi would continue to provide work and
services to assist with the expansion of Call's businesses beyond the terms of
the Buy BC program.

20. Maradadi, as part of its provision of business consultation services, advised Call
to incorporate her businesses.

21. Call and Maradadi agreed that the company or companies to be incorporated
would adopt the Agreement with Maradadi.

Formal Business Plan

22. Call asked Maradadi to prepare a written business plan to assist in the
expansion of the business of Ecossentials.

23. Maradadi agreed to prepare the business plan without additional charge on
condition that Maradadi would receive payment in full for the Buy BC program. It
was an express or alternatively an implied term of agreement that Maradadi
would receive payment within a reasonable period of time and in any event
within a few months of the completion of work on the Buy BC Program.

24. Maradadi provided services to Call in the research, development, strategy, and
writing of an Ecossentials business plan dated September 2013. Maradadi's
business plan for Ecossentials included cost and revenue projections, analysis,
and a plan for expansion of the business through acquisition of adjacent property
to permit store expansion, and acquisition of equity investment.

25. Maradadi's standard charge for preparation of a written business plan is

$25,000, with ancillary services charged at Maradadi's usual hourly rate of $150.
 -7-

Maradadi performed ancillary services in relation to preparation of the business

plan totalling thirty (30) hours.

Property Acquisition

26. Maradadi and Call agreed that Maradadi would provide Call strategic advice and
other assistance in her acquisition of adjacent property for an expanded
Ecossentials store located at 6812 Alberni Street, Powell River, legally known
and described as:

PID: 010-818-219
Lot 1 of Lot B Block 35 District Lots 5167 and 5306 Plan 6729

(the "Alberni Street property")

27. Maradadi provided Call with further work and services to assist Call in the
acquisition of the Alberni Street property, which included:
(a) research and writing of a proposal for the acquisition of the
adjacent premise;
(b) negotiation of terms of purchase with the owner of the adjacent
premises, including vendor financing;
(c) designing a financing strategy for the exchange of Call's existing
equity in her small building on Marine Drive as a down payment for
the larger adjacent premises;
(d) negotiation of a two year phase-in for purchase of the adjacent

premises;
(e) providing recommendations on strategic approach to obtain First

Credit Union financing;

(f) explanation and assistance to Call's realtor for the acquisition plan.
 -8­

28. As a result of Maradadi's work and efforts as set out above, Call obtained
financing from First Credit Union and successfully completed the acquisition of
the Alberni Street property for the purchase price of $400,000.

29. Call assigned 0985780 title to the property which is registered in the name of
0985780.

30. Ecossentials now operates its expanded retail business from the Alberni Street
property.

31. Maradadi's standard fee for services rendered in a successful property

acquisition is seven percent (7%) of purchase price.

Equity Investment

32. Call and Maradadi agreed that Maradadi would assist Call in facilitating an equity
investment in Ecossentials to allow Ecossentials to pursue its planned business

expansion.

33. Call retained Maradadi to advise and assist in the negotiation of an investment
made in Ecossentials by Powell River Community Investment Corporation
("PRCIC") in the amount of $250,000. As a result of Maradadi's work and
efforts, PRCIC invested $250,000 in exchange for receiving forty-nine percent
(49%) of the issued and outstanding shares in the capital of Ecossentials.

34. Maradadi's standard charge for negotiating a successful equity investment is ten
percent (10%) of the amount invested.
 -9-

Ongoing Business Consulting

35. In addition to its work and services provided in relation to the Buy BC program,
business plan, property acquisition, and equity investment, Maradadi provided
additional business consultation services including but not limited to the
following:

(a) Human resources advice and mediation services for employee disputes;

(b) Merchandising and food presentation;

(c) Consultations with local farmers and suppliers;

(d) Consultations with local merchants;

(e) Liquor licensing and sales; and

(f) Negotiations.

Incorporation

36. In November 2013 Call incorporated the defendant company Ecossentials.

37. Following Ecossentials's incorporation, Call transferred to it the business

operations of the organic grocery store. Since early 2014, Ecossentials has
operated the organic grocery store business.

38. Call represented to Maradadi and agreed that Ecossentials would accept the
liability to Maradadi under the Agreement for Maradadi's work and services
provided to the benefit of Ecossentials, including the business plan and equity

investment.
 - 10­

39. In November 2013 Call incorporated the defendant company 0985780.

40. Following 0985780's incorporation, Call transferred to it all her right, title and
interest in and to the Alberni Street Property.

41. Call and Maradadi agreed that the company which acquired the Alberni Street
property on Call's behalf would accept liability to Maradadi under the Agreement
for Maradadi's work and services provided to its benefit, including acquisition of
the Alberni Street property.

Breaches of Agreement

42. Call and the corporate defendants have paid Maradadi only $34,577 of
Maradadi's $60,000 fee for its work and sen/ices rendered on the Buy BC

program.

43. In March 2013 Call received from IAF $50,000 as first installment of Buy BC
funding. Under the terms of grant, IAF was to pay Call the second and final
installment of $50,000 upon completion of work and receipt of Call's satisfactory

final report.

44. In January 2014 Maradadi completed work on the Buy BC program. On 8

January 2014 Maradadi rendered to Call its final invoice for Buy BC consulting
. work in the amount of $25,423 plus GST for a total of $26,694.15.

45. In April 2014 Maradadi submitted Ecossentials' final report on the Buy BC

project.
 -11 -

46. Contrary to the terms of agreement Call failed to cooperate with Maradadi to
fulfill lAF's funding requirements, and failed to maintain adequate accounting and
bookkeeping records.

47. IAF sought additional financial information from Call and Ecossentials. Call and
Ecossentials opposed and obstructed the provision of additional financial

information to IAF.

48. In October 2014 IAF declined to fund the balance of the Buy BC grant unless
Call complied with lAF's outstanding requests for financial information.

49. In July 2015 IAF made final refusal to pay the second installment of the Buy BC
grant as a result of Call and Ecossentials' failure to provide additional financial

information to IAF.

50. Maradadi's invoice dated 8 January 2014 is unpaid.

51. By letter dated 17 June 2016 Maradadi through counsel demanded payment of
reasonable remuneration for its work and services provided to the defendants.

52. The defendants have neglected or refused to respond to Maradadi's demand for

payment.

Unjust Enrichment

54. The defendants have received the benefit of Maradadi's work and services.
Maradadi has suffered a corresponding deprivation by performing work without

compensation.
 - 12-

Part 2: RELIEF SOUGHT

1. Damages for breach of contract and an order that the defendants pay Maradadi
reasonable remuneration for the value of services provided under the
Agreement;

2. An order setting as joint and several, joint, or as the court otherwise may
apportion, the obligations of Call, Ecossentials, and 0985780 B.C. Ltd. under the
Agreement;

3. In the alternative, a quantum meruit award in such amount as this court

determines to be reasonable remuneration for the uncompensated work and
services provided by Maradadi to the defendants and each of them;

4. In the further alternative, a declaration that the defendants have been unjustly
enriched to the detriment of Maradadi and a remedial order in unjust enrichment
that the defendants pay Maradadi such amount as this court determines to be
reasonable remuneration for the work and services provided by Maradadi to the
defendants and each of them;

5. A declaration of remedial constructive trust in the amount of the benefit received

by 0985780 B.C. Ltd. for Maradadi's uncompensated work and services provided
in the acquisition of the Alberni Street Property;

6. A certificate of pending litigation against the defendant 0985780 B.C. Ltd.'s

interest in:
PID: 010-818-219
Lot 1 of Lot B Block 35 District Lots 5167 and 5306 Plan 6729

7. Court order interest;

8. Costs-; and,

9. Such further and other relief as to this Honourable Court seems just.
 - 13 -

Part 3: LEGAL BASIS

1. Call entered into an agreement with Maradadi for the provision of business
consultation, advice, and management services.

2. Call expressly or by implication agreed that the terms of Agreement accruing to

the benefit of Ecossentials would be adopted by Ecossentials upon

incorporation.

3. Call expressly or by implication agreed that the terms of Agreement relating to

the acquisition of the Alberni Street property would be adopted by 0985780 B.C.

Ltd. upon incorporation.

4. Maradadi provided the services pursuant to the terms of the Agreement.

5. Call and Maradadi expressly agreed on the amount of Maradadi's fee payable for
services rendered in relation to the Buy BC program. Call and Ecossentials have
made part payment only on the $60,000 agreed amount of the fee. The amount
of $25,423 plus GST and interest is unpaid.

6. The court may set the contractual liabilities of Call, Ecossentials, and 0985780
B.C. Ltd. pursuant to Business Corporations Act, S.B.C. 2002, c. 57, s.20.

7. Call, Ecossentials, and 0985780 B.C. Ltd. are in breach of contract.

8. The court may fix damages for breach in the amount of the reasonable
remuneration payable for the services for which the parties did not set a fixed

price on a quantum meruit.

9. In the alternative, if the court should find the defendants are not liable for breach
of contract, the defendants are liable in equity to pay a reasonable remuneration
for the value of services rendered on a quantum meruit.
 - 14­

10. In the further alternative, the defendants are liable in unjust enrichment. The
defendants and each of them have received the benefit of Maradadi's services
and Maradadi has suffered a corresponding deprivation in the lack of
compensation for services rendered. There is no juristic reason for the
enrichment. The court may remedy the unjust enrichment with an order for
payment of reasonable remuneration for services rendered on a quantum meruit.

11. The court may order a remedial constructive trust in the amount of Maradadi's
entitlement in unjust enrichment against 0985780 B.C. Ltd.'s interests in title to
the Alberni Street property.

12. Maradadi claims an interest in title to the Alberni Street property in constructive
trust and a Certificate of Pending Litigation against the property. Maradadi
pleads and relies on the provisions of Land Title Act, R.S.B.C. 1996, c. 250, s.

215.

Plaintiffs address for service: McLeod Ross Litigation Lawyers

1120 - 1040 West Georgia Street
Vancouver, B.C. V6E4H1
Attention: Bruce E. McLeod
Fax number address for service: 604-682-3161
E-mail address for service: bruce@mcleodross.ca
Place of trial: Vancouver, BC
The address of the registry is: 800 Smithe Street
Vancouver, BC V6Z2E1

Date: October , 2016

Signature of
• plaintiff 0 lawyer for plaintiff
Bruce E. McLeod
 -15-

Rule 7-1 (1) of the Supreme Court Civil Rules states:

(1) Unless all parties of record consent or the court otherwise orders, each party of
record to an action must, within 35 days after the end of the pleading period,

(a) prepare a list of documents in Form 22 that lists

(i) all documents that are or have been in the party's possession or
control and that could, if available, be used by any party at trial to
prove or disprove a material fact, and

(ii) all other documents to which the party intends to refer at trial, and

(b) serve the list on all parties of record.

 APPENDIX

Part 1: CONCISE SUMMARY OF NATURE OF CLAIM:

The nature of the claim is for damages for breach of contract, payment of outstanding
consulting fees owed by the defendants to the plaintiff assessed on a quantum meruit,
or alternatively for unjust enrichment.

Part 2: THIS CLAIM ARISES FROM THE FOLLOWING:

A personal injury arising out of:

• a motor vehicle accident
• medical malpractice
• another cause

A dispute concerning:
• contaminated sites
• construction defects
• real property (real estate)
• personal property
0 the provision of goods or services or other general commercial matters
• investment losses
• the lending of money
• an employment relationship
• a will or other issues concerning the probate of an estate
• a matter not listed here

Part 3: THIS CLAIM INVOLVES:

• a class action
• maritime law
• aboriginal law
• constitutional law
• conflict of laws
0 none of the above •
• do not know
Part 4

Business Corporations Act, S.B.C. 2002, c. 57, s. 20

Land Title Act, R.S.B.C. 1996, c. 250, s. 21