In Sociedad Concesionaria Metropolitana de Salud S.A. v. Webuild S.p.A., 2026 ONCA 28, the Ontario Court of Appeal upheld a stay of Ontario enforcement proceedings on the grounds that Ontario was not the more appropriate jurisdiction and forum to determine liability.
The Appellant, Sociedad Consulting Metropolitana de Salud S.A. (“Sociedad”), sought recognition and enforcement of the Arbitration Award in Ontario against the Respondent, Webuild S.p.A. (“Webuild”). Webuild was not a party to the arbitration.
Sociedad’s position was that following restructuring proceedings in Italy, some of the award debtor’s assets were spun off to Webuild and argued that Webuild acquired the award debtor’s liability for the Arbitration Award through this spin off.
Webuild denied this assertion and argued that Sociedad’s ability to enforce the Arbitration Award against Webuild had not yet been determined, and that whether Webuild assumed the award debtor’s liabilities related to the arbitration was a threshold issue which must be determined in Italy first before enforcement could be adjudicated in Ontario.
The Court of Appeal agreed with the motions judge’s determination that the Italian courts would be the best place to decide on the issue of Webuild’s liability, and that liability must be determined before enforcement can be addressed as enforcement is only applicable if liability is established, thereby making liability and enforceability separate and severable issues from each other in this instance. The Court of Appeal also acknowledged that the contract under which Webuild acquired the award debtor’s assets was governed by Italian law and would need to be interpreted in that context, that the relevant documents were in Italian, the witnesses did not speak English, and Webuild was not a party to the arbitration, therefore making Italy the more appropriate jurisdiction and forum to determine liability.
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