24-Feb-17

Vancouver
No. S-169944
Vancouver Registry
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
AND:
MARADADI PACIFIC HOLDINGS LTD.
and JUDELINE TYABJI WILSON
DEFENDANTS BY WAY OF COUNTERCLAIM

COUNTERCLAIM

Filed by: Melissa Isabelle Call and 0985780 B.C. Ltd. ("Call", "089" or these
"Defendants")

To: Maradadi Pacific Holdings Ltd. and Judeline Tyabji Wilson

This action has been brought by the plaintiff against the defendants for the relief set out in the
notice of civil claim filed in this action.

TAKE NOTICE that the defendants Melissa Isabelle Call, Ecossentials Local Market Inc. and
0985780 B.C. Ltd. claim against you for the relief set out in Part 2 below.

IF YOU INTEND TO RESPOND to the claim made against you in this counterclaim, or if you
have a set-off or counterclaim that you wish to have taken into account at the trial, YOU MUST
FILE a response to counterclaim in Form 4 in the above-named registry of this court within the
time for response to counterclaim described below and SERVE a copy of the filed response to
counterclaim on the address for service of the defendant(s) bringing this counterclaim.

YOU OR YOUR LAWYER may file the response to counterclaim.

JUDGMENT MAY BE PRONOUNCED AGAINST YOU IF YOU FAIL to file the response to
counterclaim within the time for response to counterclaim described below.

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Time for response to counterclaim

A response to counterclaim must be filed and served on the defendant(s) bringing this
counterclaim,

(a) if you were served with the counterclaim anywhere in Canada, within 21 days
after that service,

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

(c) if you were served with the counterclaim anywhere else, within 49 days after that
service, or

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

CLAIM OF THE DEFENDANT(S) BRINGING THE COUNTERCLAIM

Part 1: STATEMENT OF FACTS

1. These Defendants repeats and adopts the facts set out in Division 2 and 3 of the Response
to Civil Claim filed herein.

2. Call entered into an oral agreement with Tyabji, or, alternatively, Maradadi, to apply for
the Buy BC grant and manage all aspects of the campaign outlined in the Proposal, as
particularized in paragraphs 16 to 35 of the Response to Civil Claim filed herein (the
"Buy BC Agreement").

3. The relationship between Call and Tyabji was that of principal and agent (the
"Relationship")

4. Call trusted Tyabji to act on her behalf and protect her business and personal interests in
her dealings with governmental and quasi-governmental authorities responsible for
administering the Buy BC Program.

5. Tyabji was given full discretion and control over the manner in which the Buy BC Grant
was performed.

6. Call had significant reputational and legal interests that stood to be adversely affected by
Tyabji's exercise of such discretion and control.

7. The power or discretion that Tyabji had as an incident of the Relationship could be and
was exercised unilaterally so as to affect the Call's legal or practical interests, or both, as
particularized in paragraphs 36 to 53 of the Response to Civil Claim.

8. In fundamental breach of the Buy BC Agreement, Tyabji and/or Maradadi failed to

diligently and properly perform the work contemplated thereunder, as particularized at

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paragraphs 36 to 53 of the Response to Civil Claim. Call obtained no benefit from the
Buy BC Agreement.

9. Alternatively, Tyabji and/or Maradadi were negligent in the performance of the Buy BC
Agreement, particulars of which are set out at paragraphs 36 to 53 of the Response to
Civil Claim.

10. Further, or in the alternative, as a consequence of the facts set out in paragraphs 4 to 7
herein, Tyabji owed a fiduciary duty to Call. Tyabji's breaches of said duty are
particularized in paragraphs 36 to 53 of the Response to Civil Claim.

11. Tyabji and/or Maradadi received payment in the amount of $38,832 from the Buy BC
grant proceeds and such further and other benefits, the particulars of which will be
provided before the trial of this matter.

12. As a result of Tyabji and/or Maradadi's breach of the Buy BC Agreement, Call has
suffered loss and damages, the particulars of which include, inter alia:
(a) Auditing and accounting costs;
(b) Reputational harm; and
(c) Loss of grant monies and other sums improperly retained by Call.

13. The filing of the Certificate of Pending Litigation within these proceedings by the
Plaintiff is an act designed and intended solely to cause hardship to the 098 and/or Call
and for the purposes of securing litigation advantage they are not otherwise entitled to.

Part 2: RELIEF SOUGHT

1. These Defendants claim special and general damages.

2. Alternatively, these Defendants claim an accounting of profits made by Tyabji as a result

of her breach of fiduciary duty.

3. Interest pursuant to the Court Order Interest Act.

4. Special Costs or, alternatively, costs.

Part 3: LEGAL BASIS

1. Tyabji and/or Mardadi is/are liable to Call in damages for breach of Contract and/or
negligence.

2. The monies paid to Tyabji and/or Mardadi constitute monies had and received.

3. Tyabji breached fiduciary duties owed to Call as her agent.

4. The filing of the CPL by the Plaintiff constitutes an actionable tort.

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Address for service of the Defendants Shane D. Coblin and Daniel F. Hepburn
bringing this counterclaim: Kornfeld LLP
1100 One Bentall Centre
505 Burrard Street, Box 11
Vancouver, British Columbia
Canada V7X 1M5

Fax number address for service (if any): 604.683.0570

E-mail address for service (if any): scobhn@kornfeldllp.com and

dhebpurn@kornfeldllp.com

The address of the registry is: 800 Smithe Street

Vancouver, BC V6Z 2E1

•X
Dated: February^, 2017
Signature of Lawyer for Filing Party(ies)
Kornfeld LLP

Shane D. Coblin

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.

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