Executive Summary: Key Legal and Evidentiary Issues

• Interload Truck Services Ltd. sought a determination of its possessory lien rights under the Repair and Storage Liens Act ("RSLA") over 655 storage containers owned by General Motors of Canada Company ("GMCC").
• Central to the dispute was whether Orbit Express Inc., the entity that deposited the containers with Interload, had the authority to act as GMCC's agent for storage purposes.
• Interload's failure to deliver the required 60-day notice under s. 4(4) of the RSLA — despite knowing from the time of delivery that Orbit did not own the containers — limited its possessory lien to the first 60 days of storage only.
• No non-possessory lien could be established because Interload lacked a signed acknowledgment of indebtedness from GMCC, as required by s. 7(5) of the RSLA.
• Both unjust enrichment and quantum meruit claims against GMCC were dismissed, as GMCC never requested, encouraged, or acquiesced to the storage services and did not incontrovertibly benefit from them.
• Costs were not awarded to either party, as neither achieved a result equal to or better than their respective offers to settle.

Facts of the case

Interload Truck Services Ltd. ("Interload") is a storage facility operator that stored 655 containers belonging to General Motors of Canada Company ("GMCC"). The containers were used to transport vehicle parts to and from GMCC manufacturing facilities. To manage logistics, the parent company of GMCC, General Motors Holdings LLC ("GMH"), contracted with Ryder Integrated Logistics, Inc. ("Ryder") for third-party logistics services. Ryder in turn subcontracted motor carrier transportation services to Orbit Express Inc. ("Orbit"), a GMH-approved carrier, under the Orbit Agreement. Orbit then separately contracted with Interload to store certain property at its warehouse — that property being the GMCC containers, each of which bore a tag identifying GMCC as the owner.

Interload invoiced Orbit for its storage services, and Orbit made three partial payments before defaulting on the outstanding balance. Interload admits that it "kind of" knew the containers belonged to GMCC prior to June 3, 2024, but it had no contact with GMCC, had received no request from GMCC to store its containers, and had no agreement — written or oral — with GMCC. On June 3, 2024, Interload first contacted GMCC directly, advising that Orbit had failed to pay its outstanding invoices and had ceased responding to all communications. GMCC demanded the release of the containers by July 19, 2024, and threatened legal action, which it subsequently commenced. The parties ultimately signed Minutes of Settlement dated September 16, 2024, under which GMCC paid $134,568.83 into its counsel's trust account for the release of the containers, without prejudice to Interload commencing a proceeding to determine its rights to those funds. By July 2024, Orbit had been placed into receivership by a secured creditor.

Contractual clauses and statutory provisions at issue

The Orbit Agreement expressly provided that Orbit and GMH are independent contracting parties and that nothing in the agreement shall make either party the agent of the other for any purpose. Neither party was given authority to assume or create obligations on behalf of or in the name of the other.

Several provisions of the RSLA were central to the analysis. Section 1(2) addresses scenarios where an article is forwarded by an intermediary to a third-party storer, and provides that the third-party storer does not acquire a lien under the Act unless the intermediary agreed to act as agent for the article's owner. Section 4(3) provides that a storer's lien arises and takes effect when the storer receives possession of the article for storage. Section 4(4) requires that where a storer knows or has reason to believe that possession of an article was received from a person other than its owner or a person with the owner's authority, the storer must — within 60 days of receiving the article — provide written notice of the lien to every person known or reasonably believed to be the owner or to hold a security interest in the article. Under s. 4(6), failure to give that notice limits the storer's lien, as against the person who should have been notified, to the unpaid amount owing only for the first 60 days from the day the article was received. Section 7(5) further provides that a non-possessory lien is enforceable only if the lien claimant obtains a signed acknowledgment of indebtedness from the debtor.

Reasoning and analysis

The court first addressed whether Interload acquired a possessory lien under s. 4(3) of the RSLA. GMCC argued that because Orbit was not its authorized agent, no lien could arise against GMCC as owner. The court rejected the proposition that a lien can never arise where a stranger deposits an owner's article without consent; instead, it held that the lien arises automatically upon the storer receiving possession, and that the notice requirements of s. 4(4) are activated once the lien comes into existence. The court found that Orbit, while not GMCC's agent, was not a rogue actor — it was lawfully in possession of the containers under a chain of authority running from GMH through Ryder to Orbit — and concluded that Interload did acquire a possessory lien when the containers were deposited.

The court then turned to the 60-day notice obligation. Interload's own evidence established that from the time of delivery it knew Orbit did not own the containers; the containers bore GMCC ownership tags, though Interload did not examine them until Orbit defaulted. The court held that knowledge that the depositor is not the owner is sufficient, by itself, to trigger the notice obligation under s. 4(4), regardless of whether the storer had any reason to doubt the depositor's authority. Because Interload never delivered the required notice to GMCC — and its first contact with GMCC was only on June 3, 2024, when it sought help collecting the debt owed by Orbit — s. 4(6) applied to limit Interload's lien to the storage fees invoiced for the first 60 days only. The court also rejected Interload's argument that GMCC's payment of $134,568.83 into trust constituted a signed acknowledgment of indebtedness for the purpose of s. 7(5); the payment was made to obtain the release of the containers while lien rights were determined, not as an admission of any debt. Accordingly, no non-possessory lien was established.

On the equitable claims, the court dismissed both unjust enrichment and quantum meruit. To succeed on unjust enrichment for services, Interload needed to show that GMCC freely accepted the storage services or that GMCC was incontrovertibly benefited by them. The evidence showed that GMCC was unaware the containers were being stored at Interload's facility until several months after the fact, had never requested or approved the services, and was not an incontrovertible beneficiary — GMCC's own evidence was that the temporary loss of the containers forced it to purchase new ones to maintain its logistics network. Because Orbit, not GMCC, requested and accepted the storage services, the elements of both unjust enrichment and quantum meruit could not be established against GMCC.

Ruling and overall outcome

The Ontario Superior Court of Justice, per Mills J., issued its decision on May 28, 2026. Interload was found to be entitled to a possessory lien, but only in respect of storage fees invoiced for the first 60 days following receipt of the containers — a limitation imposed by s. 4(6) of the RSLA as a consequence of Interload's failure to give the required statutory notice. Interload's claim to the full $134,568.83 held in trust was therefore not upheld; it is entitled only to the 60-day portion of that amount, with the exact figure not specified in the decision. The claims for unjust enrichment and quantum meruit were dismissed. The court declined to make any order as to costs, given the mixed outcome and the fact that neither party achieved a result equal to or better than its respective offer to settle. Interload was noted to retain the option of advancing a claim as a creditor in the Orbit receivership for the balance of the unpaid invoices.