Executive Summary: Key Legal and Evidentiary Issues

• Dispute centers on enforcement of a straightforward loan agreement and two amending agreements for repayment of $420,000 with 8% annual interest and extended due dates.
• Plaintiff seeks to sever a broad, complex third-party claim (misappropriation, fiduciary breaches, defamation, unjust enrichment) from her simple debt recovery action to avoid procedural delay.
• Court applies Rules 29.09, 29.10, 1.04, 5.03, 5.05 and s. 138 Courts of Justice Act to balance prejudice to the plaintiff against potential injustice to defendants and third parties.
• Evidence of delay and procedural stagnation in the third-party action, including no delivered defences and no steps toward default, weighs heavily in favour of severance.
• Alleged unauthorized acts by the third party, Ms. Skowron, do not create meaningful factual overlap with the loan enforcement issues due to the indoor management rule.
• Judge concludes the plaintiff’s contract claim should proceed independently, with the third-party action left to follow or be coordinated with other Toronto proceedings if appropriate.

Factual background

The case arises from a private lending arrangement between the plaintiff, Therese Edwards, a retired school principal and inexperienced investor, and the defendants, Rexig Group Ltd. and its sole director and shareholder, Pawel Dominik Poliszot (also known as Paul Poliszot). In February 2021, Mr. Poliszot presented Ms. Edwards with what he described as a sound short-term investment opportunity: a private loan to Rexig at an annual interest rate of 8%. On February 25, 2021, after meeting at Mr. Poliszot’s Mississauga office to discuss the transaction, the parties signed a written loan agreement. Under this agreement, Ms. Edwards advanced $420,000 to Rexig, interest was set at 8% per annum calculated yearly not in advance beginning March 1, 2021, and the full principal and interest, totalling $489,888, became due and payable on March 1, 2023. The defendants failed to repay the loan when due. To address this default, the parties entered into an amended loan agreement extending the due date to May 1, 2024 and restructuring repayment to total $505,997 under an instalment schedule culminating in a final instalment due on May 1, 2024. When the defendants again defaulted, a second amended loan agreement was executed, further extending the due date to January 1, 2025. The defendants last made an instalment in August 2024 and made no further payments thereafter. As of February 9, 2026, the unpaid loan amount stood at $135,967, together with ongoing contractual interest at 8% per annum. Ms. Edwards commenced her action on January 14, 2025, seeking repayment of the outstanding amounts, related financing charges, and costs. The defendants delivered a statement of defence dated May 16, 2025 disputing her claim.

The main action and the third-party claim

The main action is narrowly focused. The issues are confined to the existence and terms of the original loan agreement and its amending agreements, the defendants’ defaults under those contracts, and the quantification of what is owed to Ms. Edwards, whether as a contractual debt or as other damages. By contrast, the third-party claim filed by the defendants on May 26, 2025 is broad and multi-faceted. It names several former Rexig officers and employees—Anna Skowron (former CFO), Renata Bellio (former broker of record), Alysha Ruscetta (former administrative/accounting clerk), Sebastian Streker (former CEO/COO), Mercedes Streker (former realtor), and Arthur Strzemieczny (former VP Business Development)—as well as two corporate entities: Elyzium Realty Inc., a brokerage founded by Mr. Streker, and Skowron Accounting Professional Corporation, an accounting firm founded by Ms. Skowron. None of these third parties were counterparties to Ms. Edwards’ loan contracts.

Allegations of unauthorized conduct and misappropriation

In the third-party pleading, the defendants allege serious corporate misconduct. They claim that Ms. Skowron, who had been the Rexig contact person for Ms. Edwards in connection with her loan, took unauthorized actions by signing documents for Mr. Poliszot or using his signature without his knowledge or approval in ways that imposed new obligations on Rexig without proper notice. More broadly, the third-party claim asserts that a forensic accounting of Rexig’s accounts, undertaken after the personally named third parties left Rexig and joined together at Elyzium, revealed extensive misappropriation of corporate funds. According to the defendants, the third parties repeatedly diverted Rexig money to fund vacations, home purchases, personal or luxury items, unauthorized staff payments, improper raises or commissions (including by diverting brokerage commissions away from Rexig), car payments using Rexig’s line of credit, and other payments to friends and family. These activities are said to have unjustly enriched the individual third parties and their new entities, Elyzium and Skowron Accounting, while depriving Rexig of funds required to run its business. The defendants also allege that the third parties destroyed or disposed of Rexig’s corporate records, minute books and transaction files in an effort to conceal these activities and frustrate discovery of the alleged misappropriations.

Fiduciary duty and defamation allegations

The third-party action is framed partly in fiduciary duty. The defendants plead that the personal third parties held positions of significant power or discretion within Rexig and therefore owed fiduciary duties. They are alleged to have breached those duties by failing to exercise reasonable care and diligence in managing Rexig’s affairs, misappropriating funds, and soliciting former Rexig realtors—with their own client books—to move to Elyzium, a competing brokerage. The third-party claim also includes defamation allegations. The defendants say that the third parties disparaged Rexig to its employees, related companies and/or clients by stating that Rexig had serious financial problems and was itself misappropriating funds. These remarks are alleged to have been made knowingly and deliberately to damage Rexig’s and Mr. Poliszot’s reputations and to deter others from doing business with them, thereby causing ongoing economic harm. At the time of the severance motion, however, the third parties had not delivered defences, and the defendants had taken no steps to note them in default, meaning the third-party proceeding remained stalled at the pleadings stage.

Procedural setting and the relief sought

The motion before the court was brought by Ms. Edwards, as the moving plaintiff, seeking to sever the defendants’ third-party action from the main action. Her objective was to allow her relatively straightforward claim for repayment of the loan, with interest, to proceed without the delay and complexity associated with the third-party claims. The defendants opposed severance, arguing that the main action and the third-party action should remain together. The third parties, by contrast, supported severance and further suggested that the third-party claim should be joined or coordinated with other ongoing litigation in Toronto involving Rexig-related entities and some of the same individuals. Those Toronto proceedings include a receivership application brought by Canadian Imperial Bank of Commerce against a related Rexig company and other actions in which Mr. Poliszot, Mr. Streker and Ms. Streker are variously involved, alongside regulatory steps by the Real Estate Council of Ontario.

Legal framework on severance and joinder

The court’s analysis is rooted in the Ontario Rules of Civil Procedure and the Courts of Justice Act. Rule 29.09 provides that a plaintiff is not to be prejudiced or unnecessarily delayed by reason of a third-party claim and permits the court, on motion by the plaintiff, to make any order—including directing that the third-party claim proceed as a separate action—that is necessary to prevent prejudice or delay, provided no injustice is done to the defendant or third party. Rule 29.10 empowers any party affected by a third-party claim to move for procedural directions not otherwise provided for in the Rules. In interpreting Rule 29.09, the judge adopts the framework from Dupont Canada Inc. v. Russel Metals Inc., where the court emphasized the broad remedial powers under the rule and the need to examine whether, in present circumstances, the main action is or may be jeopardized by the third-party claim. The court also considers the general principle in Rule 1.04(1), requiring the Rules to be liberally construed to secure the just, most expeditious and least expensive determination of every proceeding on its merits, and the joinder and relief-from-joinder provisions in Rules 5.03 and 5.05. While Rule 5.03 encourages joining all necessary parties to allow effective and complete adjudication of issues, Rule 5.05 authorizes separate hearings, requiring claims to proceed in another action or other orders where joinder may unduly complicate or delay the hearing or cause undue prejudice. In addition, the court acknowledges section 138 of the Courts of Justice Act, which directs that multiplicity of legal proceedings should be avoided as far as possible.

Assessment of overlap, prejudice and delay

The judge characterizes the main action as a relatively simple claim for unpaid loan monies under a series of written agreements, which, given the amount in dispute, could otherwise proceed under the simplified procedure and is now headed toward an impending summary judgment motion. By contrast, the third-party action is described as far more complex, involving allegations of misappropriation, unjust enrichment, breaches of fiduciary duty and defamation, coupled with the likely need for expert forensic accounting evidence. The only potential point of overlap between the main and third-party actions lies in the allegations regarding Ms. Skowron’s authority to deal with Ms. Edwards’ loan arrangements. However, the judge finds that any such overlap is minimal and legally constrained by the indoor management rule codified in section 19 of the Business Corporations Act and discussed in Froom v. Lafontaine. Under this principle, a person dealing in good faith with a corporation is entitled to assume that the corporation has complied with its own internal procedures, absent knowledge of irregularity. As a result, alleged internal irregularities in how Ms. Skowron may have executed or extended loan documents are treated as matters primarily relevant to the claim against her in the third-party action, not to the enforceability of Ms. Edwards’ contracts against Rexig and Mr. Poliszot. On the question of prejudice and delay, the evidence showed that the main action had been effectively held back at the discovery stage while the third-party action remained stuck at the pleadings phase with no defence filed and no default steps taken. No credible timetable was provided for closing the third-party pleadings or otherwise bringing that action up to the same procedural footing as the main claim. The judge therefore concludes that continuing to link the main action to the stalled third-party claim would cause unjustifiable delay for the plaintiff. The court also finds that any entitlement to post-judgment interest would not adequately compensate Ms. Edwards for delay in achieving a merits-based determination of her loan claim.

Balancing against injustice to the defendants and third parties

Having established the plaintiff’s exposure to prejudice through delay, the court considers whether severance would create injustice for the defendants or the third parties. The judge sees no significant risk of inconsistent factual findings or duplication of issues if the actions are severed. The plaintiff’s loan agreements with the defendants are found to be of no real concern to the third parties, who are strangers to those contracts. The more complicated allegations in the third-party claim—unauthorized acts, misappropriation, unjust enrichment, breaches of fiduciary duty and defamation—are described as wholly unrelated to the narrow contractual issues between Ms. Edwards and the defendants. While the defendants argued that Ms. Edwards might be a witness in the third-party action, the court finds that this potential limited involvement is not a sufficient reason to force her to shoulder the delay and complexity of the broader litigation. The third parties themselves regard the plaintiff’s claim as separate and have expressly supported severance, in part so their dispute with the defendants can move forward in coordination with the other Toronto proceedings. Although the court remains mindful of the need to avoid multiplicity of proceedings, it holds that, in the particular circumstances of this case, the imperative of a just, expeditious and economical determination of the plaintiff’s claim outweighs concerns about fragmenting the litigation.

Outcome and financial implications

In the result, the motion is granted. The court orders that the defendants’ third-party action be severed from the main action so that each may proceed independently, subject to any future order of the court, including the possibility of a later motion to have them tried together if appropriate. The judge also directs that any motion to transfer the third-party proceeding from Walkerton to Toronto be brought in writing before the Regional Senior Justice or designate in Toronto, in accordance with the transfer rules and applicable practice direction. Importantly, this endorsement does not determine liability or quantum on the plaintiff’s underlying loan claim and does not fix or order any monetary award, damages or costs. The unpaid amount as of February 9, 2026—$135,967 plus ongoing contractual interest at 8% per annum—is recited as background, not as a judgment. Costs of the severance motion are expressly reserved to the judge who will hear the impending summary judgment motion in the main action. Accordingly, while the successful party on this motion is the plaintiff, Therese Edwards, the total monetary amount ultimately to be awarded in her favour, including principal, interest and costs, cannot yet be determined from this decision alone.