The Ontario Superior Court of Justice has dismissed an application by Belinda Stronach and her associates to set aside an arbitration award involving the valuation of their multi-generational family business1. In a decision released on December 22, 2025, Justice F.L. Myers ruled that the arbitration process, which sought to determine the fair market value of shares held by Andrew and Selena Stronach, was conducted within the bounds of the parties’ legal agreements and the principles of procedural fairness. The ruling brings a measure of finality to a specific chapter of the long-standing and often acrimonious litigation between the siblings of one of Canada’s most prominent industrial families.
The roots of the current dispute trace back to years of litigation on the Commercial List involving various members of the Stronach family. On September 24, 2024, just before a scheduled trial, the parties reached a settlement agreement. This agreement established the respective ownership shares of the family business and outlined a specific process for determining the value of the Respondents’ agreed-upon portion. Rather than proceeding through a traditional trial or a standard valuation process, the parties opted for a final-offer arbitration, a method frequently referred to as baseball arbitration. This process required each side to submit a final offer representing the fair market value of the shares, with the arbitrator tasked with choosing one of the two figures as the more representative amount. In this binary system, the arbitrator has no power to find a middle ground or suggest a third value.
To oversee this high-stakes determination, the parties selected Farley Cohen, a highly regarded professional business valuator and past chair of the Canadian Institute of Chartered Business Valuators. The parties also established detailed rules for the arbitration in a document referred to as Schedule C. These rules stipulated that no appeals would be allowed on any grounds, whether questions of law, fact, or mixed law and fact. The process included a dataroom for document exchange, interviews with management, the exchange of expert reports, and a five-day evidentiary hearing. Notably, the agreement explicitly stated that nothing therein should be taken as restricting the arguments any party might make regarding the methodology used to determine fair market value.
As the arbitration proceeded, a procedural question arose concerning the standard of the valuation reports. In December 2024, Mr. Cohen sent an email to the parties asking for confirmation that the valuation reports would be Comprehensive Valuation Reports in accordance with the practice standards of the Canadian Institute of Chartered Business Valuators, or CICBV. Both sides briefly confirmed this point in their responses. However, when the Respondents delivered their primary valuation evidence in April 2025, the Applicants began to raise concerns about the nature of those reports. The Respondents relied on a valuation from KSV Soriano Inc., prepared by Errol Soriano, along with reports from two investment banking firms, Innovation Capital and Spectrum Gaming Capital.
The Applicants, supported by their own expert from PricewaterhouseCoopers LLP, Chris Polson, argued that the KSV report did not meet the rigorous standards of a CICBV Comprehensive Valuation Report. Specifically, they noted that Mr. Soriano had been instructed to take the values provided by the investment bankers as a given, rather than performing his own independent valuation of those specific business segments. Mr. Soriano admitted during the proceedings that he was not taking responsibility for the reasonableness of the assumptions made by the investment bankers and that he would have approached the valuation differently had he done it himself. He also did not provide a single express opinion on the value of the enterprise in his written report, instead presenting ranges based on the investment bankers’ findings.
During the final morning of the arbitration hearing, the Arbitrator asked Mr. Soriano to provide a definitive opinion on the value of the Respondents’ share of the company. Mr. Soriano responded by calculating an average of the ranges he had previously presented. The Applicants contended that this exchange constituted fresh evidence and that the Arbitrator’s reliance on a report they deemed non-compliant with CICBV standards was a jurisdictional error. They further argued that the Arbitrator had denied them procedural fairness by eliciting this new testimony at the very end of the hearing without giving them an opportunity to respond or cross-examine the witness on the new calculation.
When the Arbitrator released his award on July 11, 2025, he chose the Respondents’ final offer as the more representative fair market value. In his reasons, the Arbitrator acknowledged the Applicants’ complaints regarding the KSV report but found that the valuation methodologies used by the investment bankers were acceptable. He concluded that KSV’s reliance on those values was not fatal to the report’s conclusions. Dissatisfied with this outcome, Belinda Stronach, Frank Walker, and Nicole Walker turned to the Ontario Superior Court of Justice, seeking to have the award set aside under section 46 of the Arbitration Act.
Justice Myers began his analysis by addressing the concept of jurisdictional error. He noted that the Applicants did not have a right to appeal the award because they had explicitly waived that right in their settlement agreement. Under the Arbitration Act, a court can only set aside an award if the arbitrator exceeded the scope of the agreement or failed to treat the parties fairly. Justice Myers emphasized that these provisions do not create a right of appeal for simple mistakes of fact or law. Instead, they exist to protect against instances where an arbitrator resolves a dispute that was never referred to them in the first place.
The court found that the Applicants had waived their right to object to the Arbitrator’s jurisdiction. Justice Myers pointed out that the Applicants were aware of the alleged non-compliance of the KSV report as early as April 2025, yet they chose to participate in the full hearing without raising a formal jurisdictional objection. The judge observed that a party cannot participate in an arbitration, wait to see if they win or lose, and then raise a jurisdictional challenge only after receiving an unfavorable result. By failing to raise the issue as a matter of authority at the time it arose, the Applicants were deemed to have accepted the Arbitrator’s power to hear the evidence.
Justice Myers also addressed the argument that the parties had amended their arbitration agreement to require only CICBV-compliant reports. He found no evidence that such an amendment had occurred. The original agreement specifically allowed for unrestricted arguments regarding valuation methodology. Furthermore, a procedural order issued by the Arbitrator months after the initial email exchange made no mention of a strict requirement for CICBV compliance. The court noted that the Applicants themselves had consented to the admission of the KSV report into evidence during the arbitration, which was fundamentally inconsistent with their later claim that the Arbitrator lacked the authority to even consider it.
Regarding the claims of procedural unfairness, the court found no breach of natural justice. Justice Myers stated that an arbitrator is entitled to ask questions of expert witnesses to clarify their testimony. The fact that the Arbitrator’s questions led to evidence that the Applicants found unhelpful did not constitute unfairness. The court also rejected the claim that the Applicants were denied the opportunity to respond to Mr. Soriano’s final calculation. Justice Myers noted that the Applicants’ counsel did not object to the questions at the time, did not ask for permission to conduct further cross-examination, and did not request the opportunity to submit reply evidence. Because the Applicants never asked for these procedural steps, they could not later claim they were denied them.
The court also dismissed several other complaints, including allegations that the Arbitrator had improperly relied on his own calculations or cherry-picked evidence. Justice Myers found that the Arbitrator was tasked with weighing a massive amount of complex data and that his reasons clearly explained which material issues led to his decision. The judge described the Arbitrator’s chain of reasoning as intelligible and noted that in a baseball arbitration, the primary task is simply to choose between two numbers based on the evidence provided.
In concluding the matter, Justice Myers addressed the issue of legal costs. The Respondents sought significant costs, with Andrew Stronach requesting over 300,000 dollars on a substantial indemnity basis. The court acknowledged the long and expensive nature of the litigation and the apparent antipathy between the siblings but found no evidence of reprehensible conduct that would justify a higher scale of costs. However, the judge did find that the application was weak on its merits and that the Respondents were entitled to partial indemnity costs.
The court ordered the Applicants to pay 180,000 dollars to Andrew Stronach and 25,000 dollars to Selena Stronach for their legal expenses related to the application. Justice Myers adjusted Selena Stronach’s requested costs downward, noting that her counsel primarily performed a watching brief and that it would be inappropriate to grant excessive costs simply because the parties involved were wealthy. With the dismissal of the application, the court confirmed that the arbitration award stands, effectively resolving the specific dispute over the fair market value of the family business shares as determined by the chosen arbitrator.
Read more business law cases here.
