Zane v. Rohland

Zane v. Rohland
Court (s) Database
Federal Court Decisions
Date
2024-12-17
Neutral citation
2024 FC 2048
File numbers
T-879-21
Decision Content
Date: 20241217
Docket: T-879-21
Citation: 2024 FC 2048
Ottawa, Ontario, December 17, 2024
PRESENT: The Honourable Mr. Justice Pamel
ADMIRALTY ACTION IN REM AGAINST THE SHIP “KINDNESS”, THE SHIP “MYSTIQUE V” AKA THE “DESTINY” AND IN PERSONAM
BETWEEN:
INGA ZANE
Plaintiff
and
GREGORY ROHLAND, DESTINY YACHTS HOLDINGS LLC, BOUNDLASS HOLDINGS LLC, THE OWNERS AND ALL OTHERS INTERESTED IN THE SHIP “MYSTIQUE V” AKA THE “DESTINY”, THE OWNERS AND ALL OTHERS INTERESTED IN THE SHIP “KINDNESS”, THE SHIP “MYSTIQUE V” AKA THE “DESTINY” (“MYSTIQUE V”), AND THE SHIP “KINDNESS TO THE WORLD” (“KINDNESS TO THE WORLD”)
Defendants
JUDGMENT AND REASONS
I. Overview 2
II. Introductory remarks and general observations 5
III. Matters arising during trial 14
IV. The evidence 18
A. The incorporation of Boundlass LLC and the purchase of Boundlass 19
B. The purchase of Destiny by Destiny LLC 23
C. The settlement of the insurance claim regarding Boundlass 25
V. My findings 45
A. The issue of unpaid wages 46
(1) Boundlass 46
(2) Destiny 50
(a) As part of the paid crew of Destiny for 2 days during the overnight crossing from Victoria to Bowen Island on January 20, 2017 – total 16 hours. 52
(b) Working on the vessel for 18 days of 8 hours each while Destiny was at the USSM from January 2017 to April 2018 – total 144 hours 53
(c) Crewing the yacht on May 1, 2018, while shifting Destiny from the USSM to her Bowen Island property – total 2 hours 53
(d) Working on the yacht for 12 days of 8 hours each while at anchor off the Bowen Island property from May 2018 to November 2018 – total 98 hours 54
(e) Assisting with the departure of Destiny from her property to proceed to the Shelter Island Marina in November 2018 – 3 hours 55
(f) Assisting with tarping, cleaning, securing Destiny over 2 days of 8 hours each while the yacht was at the Shelter Island Marina in 2019 – total 16 hours 55
(3) Kindness 56
B. Nature of the payment of $37,155 58
(1) Travel and other expenses of $10,907.90 60
(2) Deduction for the ring and clothes of $12,000 60
(a) Wages for Ms. Zane and her boys – $9,088 64
(b) Preparation work and marketing research – $5,000 64
C. Expense claim regarding Destiny 65
D. Expense claim regarding Kindness 68
E. Claim relating to ownership interest in Kindness 71
F. The defence of the misdirected arrow, the issue of jurisdiction, and the time bar 79
G. Interest payable and the award of costs 83
H. The final chapter 85
I. Overview [1] On August 14, 2016, Boundlass, a 65-foot, 1981-built King Marine Trawler, experienced an engine fire and sank off the coast of Honduras. The yacht had recently been purchased in North Carolina by the defendant Boundlass Holdings LLC [Boundlass LLC], a limited liability company incorporated a month earlier under the laws of Florida, U.S.A. Boundlass needed some work, so the plan was to sail it to Vancouver, via the Panama Canal, where it was to be updated and refurbished, then chartered out as a business venture. On board at the time of the casualty, and lucky to escape and return to Vancouver, were the defendant Greg Rohland [Mr. Rohland], his older son Zack, his younger son Grayson, and Zack’s girlfriend Tatiana. An insurance claim was filed with the underwriters for the loss of the yacht and the personal belongings of those on board at the time.
[2] The membership structure of Boundlass LLC looked like this: Orange Capital Funding LLC [Orange Capital], the managing member of which was Mr. Rohland’s brother, Michael Rohland, the principal financial backer of the business venture with a 55% “profit and loss” membership interest; the plaintiff Inga Zane, with whom Mr. Rohland was romantically involved at the time, who was to oversee the refurbishing of the yacht’s interior, set up the website and handle bookings and marketing for the new business venture and who had a 30% “profit and loss” membership interest; and Mr. Rohland and Michael Rohland’s sister Gabriele, who was to be the chef, handling meal planning and preparation for the guests, and who had a 15% “profit and loss” membership interest.
[3] In October 2016, a few months after the loss of Boundlass, Orange Capital purchased the in rem defendant Destiny (also known as Mystique V but referred to throughout these proceedings as Destiny), a 64-foot, 73-tonne, 1986-built recreational vessel located in Florida, with a similar plan to move the yacht to Victoria, B.C., refurbish it and charter it out as a business venture. In late 2016, ownership of Destiny was transferred to the defendant Destiny Yachts LLC [Destiny LLC], a limited liability company incorporated in December 2016 under the laws of Florida, U.S.A., which, I am led to believe, is also controlled by Michael Rohland. Ms. Zane had no membership or financial interest in Destiny LLC. In May 2017, Boundlass LLC became the manager of Destiny LLC. It is not clear if Ms. Zane still had a 30% membership interest in Boundlass LLC at that time, but no issue was made of this during the trial.
[4] In March 2017, two months before Boundlass LLC became the manager of Destiny LLC, the insurance claim regarding the loss of Boundlass was settled by the underwriters with the execution by all members of Boundlass LLC at the time, including Ms. Zane, of a corporate resolution dated April 6, 2017, with effective date of March 20, 2017 [the Resolution]. The Resolution authorized the settlement of the insurance claim and the necessary release document in favour of the underwriters. The amount of US$756,685 [the Insurance Proceeds] was eventually deposited into the trust account of James Perry Esq., described by defendants’ counsel as Michael Rohland’s lawyer in Florida.
[5] Three weeks later, on April 27, 2017, Destiny LLC entered into an agreement to charter and eventually purchase [the charter-to-purchase agreement] the other in rem defendant Kindness to the World [Kindness], an 80-foot, 112-tonne, 2005-built recreational vessel. The idea was similar, i.e., to refurbish the yacht and charter it out. What is important in this case is that the funds required to conclude the charter-to-purchase agreement emanated from the same trust account held by Mr. Perry in which the Insurance Proceeds were deposited.
[6] Ms. Zane’s claim against the defendants is twofold. First, she claims that between 2017 and 2020, she provided crewing and other services to, purchased supplies, equipment and material for, and incurred costs for the benefit of the in rem defendants Destiny and Kindness, for which she has not been paid. Second, she claims part ownership of Kindness by way of a resultant and/or constructive trust on account of the fact that, according to Ms. Zane, her membership interest in Boundlass LLC gave her a right to 30% of the Insurance Proceeds. As the funds used to purchase Kindness emanated from the trust account in which those proceeds were deposited, Ms. Zane asserts that her claim to a beneficial interest in Kindness “derives from the principles of law pertaining to the creation and existence of a purchase money resulting trust”.
[7] For the reasons that follow, and I am granting in part Ms. Zane’s claim for reimbursement of expenses for the supplies, equipment and material that she incurred and purchased for the benefit of the in rem defendants, but dismissing her claim to an equitable interest in Kindness.
II. Introductory remarks and general observations
[8] I should mention that not all the defendants are before me. The defendant Boundlass LLC is not represented and has filed no Statement of Defence. There is some suggestion that the company was dissolved in Florida for non-filing of annual reports, but it is not clear if it has since been reinstated administratively. In any event, no motion for default judgment has been made by Ms. Zane. Therefore, going forward, reference to the defendants does not include Boundlass LLC.
[9] The principal witnesses from whom I heard testimony were Ms. Zane, for herself, and Mr. Rohland, on behalf of the defendants. I found neither entirely credible, and in fact I found elements of Mr. Rohland’s testimony and behavior to be somewhat incredible. We must keep in mind that the two were romantically involved from 2016 to at least September 2017, and continue to be entangled in other litigation that seems to be the result of a relationship that ended very poorly. The acrimony between the two individuals was palpable and was reflected in the manner in which they handled themselves during the course of these proceedings, in particular during the trial in this matter.
[10] As for Ms. Zane’s evidence, I found her to be at ease overstating her case. For example, she initially claimed moorage charges from Destiny and Kindness in the amount of $15,750 while the yachts were tied up in the waters adjacent to her property on Bowen Island, yet I was not provided with the regulatory authority allowing Ms. Zane to claim for moorage while the yachts were in waters that did not belong to her. In any event, the claim was not seriously pursued. In addition, I found that the methodology for the calculation of her claim for unpaid wages shifted over time. I also found that Ms. Zane was apt to unduly embellish a story that might have certain elements of truth so as to maximize her claim, as she did with her claim for wages for herself and for some expenses that she later decided to drop for the expediency of the trial. I also found her to have selective memory, as she was somewhat vague about the nature of the work Mr. Rohland, as captain of the in rem defendants, supposedly contracted her to undertake, either as a member of the crew or as a service provider. I also found that Ms. Zane often spoke in generalities. On cross-examination she was forced to admit to certain errors in the identification of expenses that she claimed she incurred for the benefit of the in rem defendants. Later, she dropped certain other expenses from her claim.
[11] Also, she was comfortable submitting an indiscriminate bundle of banking and credit card statements into evidence, expecting the Court to sift through the minutia to extract the individual bits of evidence supporting her claim for reimbursement of expenses. Notwithstanding several directions by the Court for the parties to come to terms on consolidating the evidence on damages, it was only during final oral submissions in the second half of the trial, after her evidence was closed, that Ms. Zane’s counsel came forward with his attempt at consolidating the evidence of expenses for which Ms. Zane was seeking reimbursement.
[12] As for Mr. Rohland, his defence strategy from the outset was clearly to admit to nothing that was not strikingly obvious, and even then he often denied what was clear for all to see. It was only on the last day of a six-day trial that Mr. Rohland finally conceded that many of the expenses being claimed by Ms. Zane did indeed relate to the two in rem defendants. Until then, he had consistently disregarded my directions for the parties to work together to provide admissions on damages and an annotated spreadsheet of expenses sought by Ms. Zane. As his counsel disclosed during his oral submissions, Mr. Rohland refused to work with Ms. Zane because it would seem she had systematically refused to provide supporting documents and invoices for these expenses as part of her undertakings arising from her examination for discovery. From what I can tell, Mr. Rohland knew perfectly well the nature and legitimacy of many of the expenses that appeared on Ms. Zane’s credit card statements and that they were incurred for the benefit of Destiny and Kindness. In fact, for many of the expenses relating to Destiny, for example, Mr. Rohland was the one who charged Ms. Zane’s credit card with these expenses, as he was in possession of her credit card at the time—a small detail that had seemingly escaped his recollection until the last day of trial when I pressed the parties to find common ground on the list of expenses claimed by Ms. Zane.
[13] In addition, much had been made about more than 80 pages of documents referred to during the trial as the “piano documents”. These documents, which Ms. Zane found on her piano in December 2020 and which supposedly belonged to Mr. Rohland, include, amongst other things, copies of a trust ledger [the trust ledger] reflecting entries from Mr. Perry’s trust account. The trust ledger reflects the receipt of the Insurance Proceeds upon the opening of the ledger and various disbursements made using those and other funds, including payment of the amounts due under the charter-to-purchase agreement for Kindness. The trial in this matter was initially scheduled for three days in May 2024, but had to be continued for three more days in September 2024. Throughout the first half of the trial, Mr. Rohland repeatedly professed ignorance as to the authenticity of the piano documents. As I set out in further detail below, it was not until the continuation of the trial in September 2024, and after I issued my decision allowing for the reopening of Ms. Zane’s case and the testimony of Mr. Perry, that Mr. Rohland finally admitted to the authenticity of the piano documents, and only when it became clear that Mr. Perry was about to testify.
[14] As for Mr. Rohland’s testimony, it seemed to me that his guiding principle during much of his testimony was to never let the truth get in the way of a good story. At one point during his cross-examination, Mr. Rohland was asked whether a handwritten statement setting out the history of the relationship with his brother and the financing of Boundlass and Destiny was in his handwriting; what followed were disjointed utterances, obfuscation and misdirection. I had to intervene to insist that Mr. Rohland simply answer the question, to which he finally responded that it was not, notwithstanding that other documents in the record contained similar handwriting that he did not contest was his own.
[15] During cross-examination, Mr. Rohland was asked whether he had received any funds from the Insurance Proceeds, specifically the amount of US$182,500. He said no, notwithstanding the clear indication to the contrary that appeared from the trust ledger and the testimony of James Perry, who said otherwise. This is quite astonishing. In addition, Mr. Rohland was compelled, at one point, to distance himself from one of the documents upon which he apparently was intending to rely, when Ms. Zane announced that she had an expert’s report to the effect that the signature purported to be hers on the document was a forgery.
[16] Throughout his testimony, Mr. Rohland played the part of the lowly ship’s captain, trying to distance himself from any financial dealings with the yachts, claiming that he was merely taking instructions from his “owners”—as if he was not part of the inner circle—and not involved in, or in any way aware of, the financial affairs of either Boundlass LLC or Destiny LLC. From what I could tell, this was nothing but a ruse and could not be further from the truth. Putting aside the fact that he would consistently refer to Destiny LLC as “we” and not “it” or “they”—which Mr. Rohland explains by saying that he recently became a member of Destiny LLC for litigation purposes because Ms. Zane had obtained a restraining order against him—the evidence overwhelmingly shows that Mr. Rohland was driving the business venture, often having to pull his brother along when Michael Rohland, who saw Destiny LLC purely as a business investment, would withdraw from the project because Mr. Rohland was not living up to his commitments to him. Mr. Rohland was the one spending all the money on the refurbishment of the yachts, and he was on the front lines of all day‑to-day activity. As confirmed by James Perry, Mr. Rohland and Michael worked as a team, with Michael being more of the financial backer, and Mr. Rohland more on the daily operations side of their business venture. As stated above, after months of denial, Mr. Rohland finally admitted the authenticity of the piano documents, including the trust ledger indicating that over US$182,500 in trust funds were in fact disbursed to Mr. Rohland himself and emails from Mr. Perry keeping Mr. Rohland apprised of developments.
[17] Also, there is little doubt that Mr. Rohland was stickhandling the insurance settlement in respect of the loss of Boundlass and often fighting with his brother Michael regarding the continued funding of the business venture. This is not to say that Michael Rohland was not worried about his investment, having funded much if not all of it, but only that I discount any testimony from Mr. Rohland that tends to suggest that he was a lesser, more innocent player in this whole matter.
[18] I also find that the handwritten document that Mr. Rohland disavowed as his own was in fact prepared by him, setting out the background of his relationship with his brother and the purchase of Boundlass and then Destiny. I accept Ms. Zane’s testimony, as set out below, that Mr. Rohland and his brother had a falling out in 2017 and 2020, with his brother freezing Mr. Rohland out from further funds for the venture in 2020, prompting Mr. Rohland to orchestrate a coup d’état against Michael Rohland, of which Ms. Zane and Gabriele wanted no part. In addition, defendants’ counsel conceded before me that instructions with respect to the present proceedings were being received from Mr. Rohland, as he was the one authorized to lead the defence in this matter on the part of the defendants.
[19] Ms. Zane indicated that she met Mr. Rohland online in 2015 and that the two were romantically involved from 2016 until September 2017; thereafter, their friendship was purely platonic until they had a falling out in late 2020. For his part, Mr. Rohland was adamant throughout his testimony-in-chief that he and Ms. Zane were in a romantic relationship through to 2020, the implication being that whenever the two were aboard Boundlass, Destiny or Kindness during that time, they were there as a couple, and that at no time was it agreed that Ms. Zane was to be paid, let alone hired as a crew member, to assist in refurbishing the yachts to bring them to a level where they could be properly marketed. However, in cross-examination, Mr. Rohland was confronted with two affidavits he had executed in the context of separate litigation involving him and Ms. Zane, in which Mr. Rohland swore he was not in a romantic relationship with Ms. Zane (the first dated November 22, 2018 in a case before the Supreme Court of British Columbia, Docket 204582, Bowen Island Municipality v Inga Zane and Greg Rohland, and the second dated November 5, 2019 in another case before the Supreme Court of British Columbia, Docket S1811991, Inga Zane and Greg Rohland v TCC Mortgage Holdings Inc.). Thus, Mr. Rohland found himself faced with the prospect of having to admit that he had lied about the duration of his romantic relationship with Ms. Zane, either when he swore those affidavits or during his evidence-in-chief before me. What followed was a cacophony of contradictory utterances, observations, explanations and pronouncements, the upshot of which was that Mr. Rohland no longer seemed to hold to the notion that his romantic relationship with Ms. Zane lasted uninterrupted all the way to 2020.
[20] I also found Mr. Rohland to be too smart—or at least he thought he was—for his own good. He would often take the lead in his own testimony, independently of his own counsel, and point to exhibits and make arguments as if he was arguing the case. An example of this was when, in answer to Ms. Zane’s argument that she had a claim for unpaid crew wages and thus purportedly benefited from a maritime lien on Kindness, Mr. Rohland pointed to the “no lien” warranty given by the previous owners of Kindness when it was purchased by Destiny LLC, and began to argue during his testimony—without any leading from his counsel—that Destiny LLC became the registered owners of the yacht only in July 2019, well after Ms. Zane’s supposed claim for crew wages actually arose. What Mr. Rohland failed to mention is that Destiny LLC took control of Kindness two years earlier, in May 2017, when it entered into the charter-to-purchase agreement with the yacht’s previous owners. As stated below, Destiny LLC first operated the yacht as a charterer with the intention to purchase it and finally did so two years later, in July 2019. Mr. Rohland argues that Ms. Zane should have made a claim against the previous owners while she was purportedly crewing the vessel between May 2017 and July 2019, but she did not. The previous owners then gave Destiny LLC a “no lien” warranty once the yacht was formally transferred to it in July 2019.
[21] Clearly, Mr. Rohland is being disingenuous. The previous owners could not have known about Ms. Zane’s crewing activity, just as they could not have known of Mr. Rohland’s employment as captain once he and Destiny LLC took over the operations of the yacht, technically under charter, in May 2017. Any claim that Ms. Zane might have for unpaid crew wages would have accrued on Mr. Rohland’s watch, and he and Destiny LLC would have been fully aware of it, notwithstanding the “no lien” warranty provided by the yacht’s previous owners. Also, as stated by Mr. Perry during his testimony, the marine academies that take yachts as donations need to retain ownership for three years, but they get around that requirement by entering into charter parties with an option to purchase, with the duration of the period under charter corresponding to the period during which the marine academy must maintain ownership so as not to invalidate the initial donation. In the case of Kindness, that period seems to have been two years.
[22] Needless to say, I had tremendous reservations about the credibility of Mr. Rohland’s testimony throughout the trial in this matter. That is not to say that I accepted Ms. Zane’s version of events wholeheartedly. As stated above, my sense is that she took a story with some truth to it and simply embellished it in order to increase the claim she wanted to make against Mr. Rohland in particular. It seems to me that, in her eyes, Destiny and particularly Kindness were his babies.
[23] What became clear throughout the litigation was the degree to which Ms. Zane and Mr. Rohland’s animosity for each other made them willing to be less than fully truthful to the Court and overwhelmed any sense of reasonableness on both sides that might have prompted them to streamline the litigation process, come to an agreed statement of facts, focus on the more important issues at hand, or comply with the directions given by the Court with respect to admissions on damages. All in all, Ms. Zane and Mr. Rohland would have been better served by taking their personal issues to a professional relationship counsellor. Had there been any form of cooperation between the parties or their counsel, who were supposedly simply taking instructions from their clients, three days would have been more than enough to deal with all the issues in this case.
III. Matters arising during trial
[24] The trial in this matter began with Ms. Zane seeking relief for having served her response to the defendants’ Notice to Admit late in the day, or in fact late the night before the commencement of trial. After some discussion, I ordered an extension to accommodate the service of Ms. Zane’s response, and the defendants had the opportunity to call witnesses who had not initially been planned, to avoid any prejudice from the late filing of Ms. Zane’s response. The defendants advised they would be calling Martin White, a previously unidentified witness, and Grayson Rohland in substitution for Michael Rohland, who had previously filed a will-say statement and was scheduled to appear. Mr. White would also address any issues that might possibly arise from the response from Ms. Zane to the defendants’ Notice to Admit. In the end, Grayson Rohland was not called.
[25] Another preliminary matter raised by Ms. Zane was a series of previously undisclosed documents served upon her by the defendants just before the commencement of trial, which apparently included an agreement filed, presumably by Mr. Rohland, in the context of separate litigation between Ms. Zane and Mr. Rohland. Ms. Zane advised that the agreement was the subject matter of an expert’s report establishing that her purported signature on the agreement was a forgery. Mr. Rohland withdrew the document.
[26] Finally, Ms. Zane also objected to the late filing by the defendants of transcripts of examinations for discovery in separate litigation involving the parties, on the basis that the transcripts were subject to an implied undertaking as to confidentiality. Given that the transcripts had entered the public domain as an attachment to a motion in the context of that other litigation, Ms. Zane withdrew her objection. In any event, little if any use of the transcripts was made by the defendants in this action.
[27] With better preparation by counsel and cooperation of the parties, the trial of this matter should have been completed within the first three days, assuming it could not have been resolved amicably beforehand. However, at the end of those three days, Ms. Zane requested that her evidence be reopened so as to call Mr. Perry as a witness by videoconference from Florida to give evidence regarding the receipt and disbursement by his law firm of the Insurance Proceeds as set out in the trust ledger. I advised that a formal motion would be required. In addition, the defendants announced that they intended to bring a motion at the start of the continuation of the trial in relation to the authenticity of the piano documents, which they had until then denied. Consequently, I issued a scheduling order regarding the two motions the parties intended to file, and ordered that the trial continue for three days in September 2024.
[28] On August 26, 2024, I issued my decision (2024 FC 1319) allowing Ms. Zane to reopen her evidence to call Mr. Perry. At the trial management conference held on October 3, 2024, just four days before the continuation of the trial, the defendants were still noncommittal as to whether Mr. Perry was to appear to testify by videoconference. To my surprise, Ms. Zane had not yet arranged for the issuance of a subpoena. In any event, the subpoena was finally requested by Ms. Zane and sent to Mr. Perry, who appeared by videoconference at the recommencement of trial.
[29] As regards Mr. Rohland’s motion regarding the piano documents filed prior to the continuation of the trial, in the end, Mr. Rohland actually admitted their authenticity but objected to the use of four of the more than eighty pages in the package of piano documents, including the trust ledger, which outlined the receipt and use made of the Insurance Proceeds, on the grounds that solicitor-client privilege had not been waived by Michael Rohland (Mr. Perry’s client) and that, in any event, the piano documents were stolen by Ms. Zane from Mr. Rohland’s car. Mr. Rohland argued that Ms. Zane should therefore be denied the use of those four pages on the basis of the doctrine of ex turpi causa non oritur actio. Again, this is quite incredible. At no time during the first stage of the trial did Mr. Rohland in his testimony, or his counsel at any time including during his cross‑examination of Ms. Zane, suggest that the documents that Ms. Zane testified having found on her piano were actually stolen by Ms. Zane from Mr. Rohland’s car. This was yet another plot twist that had me convinced that Mr. Rohland was making up much of his evidence as he went along.
[30] Moreover, Mr. Rohland used his motion regarding the piano documents to file yet another affidavit, looking to supplement his evidence at trial. Ms. Zane, of course, could not hold back and had to respond, and she filed her own responding affidavit, also seeking to supplement her evidence at trial. I advised the parties that this was unacceptable and that I would not consider either affidavit as evidence in this trial.
[31] In any event, with my decision regarding the reopening of Ms. Zane’s case already in hand, upon the recommencement of trial, defendants’ counsel announced that his clients were all of a sudden eager to express to the Court their intention to be transparent and to show that they had nothing to hide. Michael Rohland had decided to waive any claim to solicitor-client privilege in relation to the testimony of Mr. Perry, thus opening the door for Mr. Perry to testify freely and without objection regarding the receipt and disbursement of funds from his trust account, notwithstanding that until then, transparency on those issues was exactly what was missing.
[32] Finally, the evidence includes what I can only describe as a document drop on the Court by Ms. Zane, consisting of a sizable volume of redacted banking and credit card statements, as well as incomprehensible and conflicting spreadsheets supposedly prepared by Ms. Zane, some drawn up from time to time and provided to Mr. Rohland so as to keep account of the expenses that she was incurring for which she expected payment at some point, and others prepared for trial. With the hope of clarifying the issue of damages, I had issued a series of directions, repeated during the first segment of the trial, for the parties to meet and agree on a set of expenses regarding which, if I were to find for Ms. Zane, an order for reimbursement would be appropriate, with a simplified report to the Court. It was certainly not the role of the Court to sift through the minutia to come up with a figure that may be owing to Ms. Zane, nor was it for the Court to spend days on end looking at countless charges ranging from $25 to $3,000 making up Ms. Zane’s overall claim for reimbursement. My directions fell on deaf ears, with each party pointing to the other to explain why repeated directions by the Court could not be fulfilled. As expected, Ms. Zane’s testimony trying to explain her spreadsheets left me with more questions than answers, which may account for why the trial could not be completed in three days as scheduled. It was only during closing arguments in the second segment of trial that Ms. Zane came up with a spreadsheet of expenses, which, again, did not completely correspond with the spreadsheets that had been provided to me earlier. As Mr. Rohland’s counsel had still not abided by the direction of the Court to sit down with Ms. Zane’s counsel to agree on at least which expenses fell to the benefit of the in rem defendants, the work between the parties had to take place during the customary hearing breaks during trial.
IV. The evidence
[33] I will go to some length to set out the evidence, not only to show the contradictions, but also to highlight the lack of evidence where it was needed to make out Ms. Zane’s case. It is also important so as to understand the complicated relationship between Ms. Zane and Mr. Rohland and better appreciate the context of the present proceedings.
[34] As stated, Ms. Zane and Mr. Rohland were in a romantic relationship starting in 2016, having met online the previous year. In 2016, Ms. Zane was living in a rented home in West Vancouver with her two sons, Mateo, age 11 at the time, and Max, age 10. She was earning about $150,000 per year as vice-president of merchant relations for Wishpond, a Vancouver‑based company she helped start up, reporting directly to the chief executive officer and founder. According to Mr. Rohland, he had several business ventures within the construction and marine industries over the years, was an avid yachtsman, and from what I could gather, was the captain of his own ship—literally, as he along with his brother Michael and others in the family bought, sold, managed and operated various-sized yachts and other pleasure craft over the years.
[35] Around June 2016, Ms. Zane committed to purchasing a piece of property on Bowen Island [the Bowen Island property] in order to build a home, with the final closing taking place in November 2016. She says that financial assistance for the purchase of the property was provided by Michael Rohland, whom Ms. Zane had come to know by then through his brother. Mr. Rohland eventually helped build the home in which Ms. Zane now resides in with her sons. My understanding is that, at least at the commencement of trial in this matter, Michael Rohland, Mr. Rohland and Ms. Zane were still in litigation regarding that property.
A. The incorporation of Boundlass LLC and the purchase of Boundlass
[36] Mr. Rohland and his wife are divorced. In 2016, the yacht owned by Mrs. Rohland was put up for public auction. Mrs. Rohland had been struck with cancer and had debts to the bank, which had foreclosed on the $650,000 mortgage on the yacht. The idea was for Mr. Rohland to buy the yacht back from the bank, refurbish it, move it from North Carolina to Vancouver and charter it out as a business venture. Mr. Rohland had been an undischarged bankrupt since 2013, so it fell to his brother Michael Rohland to come up with the money. Although the evidence is incomplete, Mr. Rohland testified that Michael Rohland had taken assignment of other debt instruments that were owing, such as promissory notes that were outstanding and that the bank was holding—I assume against Mr. Rohland, his wife or members of his immediate family—and purchased the yacht at public auction. Although the auction price paid for the yacht was only $250,000, the testimony of Mr. Rohland was that Michael Rohland had invested upwards of $1.2 million in the venture, including the debt instruments that he took over from or settled with the bank, and the purchase of the yacht. There were no documents submitted to confirm the scope of Michael Rohland’s investment in the business venture, but Mr. Perry also referred to a mortgage or a family loan in relation to Boundlass in his testimony, although he did not participate in the acquisition of the yacht. In any event, in June 2016, Michael Rohland had provided Ms. Zane with $10,000 to secure the purchase of the yacht with the auction house from which Boundlass was eventually purchased.
[37] The incorporation of Boundlass LLC followed a month later, with Ms. Zane having a 30% “profit and loss” membership interest in the company. Ms. Zane says that she first saw the Operating Agreement for Boundlass LLC, which confirms her membership interest in the limited liability company to be 30% “profit and loss”, when she signed it in July 2016. According to her, Mr. Rohland simply told her that she was “going to be part of this yacht”, that she would undertake all the marketing for the business venture, and that Michael Rohland was part of the operation, as was Gabriele, who was to act as chef. Boundlass was the only asset of Boundlass LLC.
[38] In mid-July 2016, Mr. Rohland, Zack and Tatiana flew from Vancouver to North Carolina where Mr. Rohland was to take delivery of Boundlass. Ms. Zane, her sons Mateo and Max, and Mr. Rohland’s younger son Grayson followed about a week later, on July 25, 2016. According to Ms. Zane, prior to heading down to North Carolina, while they were all at Ms. Zane’s home in West Vancouver, Mr. Rohland had agreed to hire Ms. Zane and her two boys as crew members aboard Boundlass, for which Ms. Zane was to be paid US$30 per hour, and the boys, who were 11 and 10 years old at the time, were to be paid US$10 per hour. Mr. Rohland’s son Zack ordered “Boundlass Crew” t-shirts for everyone to wear before they flew down to North Carolina. In addition, according to Ms. Zane, Mr. Rohland agreed to reimburse Ms. Zane’s travel and other expenses, including those incurred to ready the yacht. According to Mr. Rohland, such an agreement never took place. To the extent he needed crew, his sons Zack and Grayson, with whom he had sailed for years, including through the Panama Canal, were already aboard the yacht. Mr. Rohland confirms that a discussion did take place around the dinner table at Ms. Zane’s West Vancouver home, with “everybody present”. The idea was for everyone to travel to North Carolina as a group, with Ms. Zane’s boys having “a great ride” on a “wonderful journey” aboard Boundlass, and for Ms. Zane to also have the opportunity to experience the yacht, take promotional pictures, and begin the marketing strategy for the yacht to enter the charter service in British Columbia and Alaskan waters. Mr. Rohland testified that he and Ms. Zane were to cover their own expenses, with Ms. Zane contributing to common expenses such as gas and food, and that her skin in the game was limited to her 30% “profit and loss” membership interest in the venture.
[39] In any event, the intention was to ready the yacht so that it could be taken from North Carolina to Vancouver, via the Panama Canal, where it was to be refurbished and put into service. Mr. Rohland and Grayson would live on the yacht when it was not chartered out. According to Ms. Zane, the yacht was in desperate need of repair, and once at the marina in North Carolina, where it was “on the hard”, she and her boys worked “from day up to day down” along with the others to get Boundlass into a condition to be put back in the water. Ms. Zane accepts that most of the heavy work, including engine repairs and replacement of parts, was undertaken and paid for by Mr. Rohland, who performed the work with his sons, who were considerably older than Mateo and Max. According to Ms. Zane, her boys would run around as “mechanic’s assistants”, getting things for Zack and others, and helping out where they could. In his testimony, Mateo confirmed that, while in North Carolina, he helped clean and paint the yacht, to the extent an 11-year-old boy could help. Ms. Zane stated that she would carry boxes and supplies up and down ladders, and run out and purchase the supplies needed to get the yacht ready for charter, including new mattresses for the guest rooms, towels, sheets, and appliances. These were expenses for which Mr. Rohland was to reimburse her. As stated, the intention was for Mr. Rohland and Grayson to live on the yacht once back in Vancouver, when it was not being chartered out.
[40] Boundlass eventually set sail for Vancouver about a week after everyone first arrived in North Carolina. According to Ms. Zane, getting the yacht ready took a little less than a week, but they had to wait an additional few days after Boundlass was put in the water before departing the marina. Ms. Zane says that, after the yacht left the marina, she and her boys were aboard for about a week before disembarking at Key West, Florida, because the boys had a two-week vacation planned with their father and therefore had to get back to Vancouver. From Ms. Zane’s expense spreadsheet, exhibit P-28, I see that she and her boys travelled back to Vancouver on August 9, 2016.
[41] Ms. Zane testified that the intention was for her and her boys to rejoin the yacht as it was passing through the Panama Canal, after the boys returned from their vacation with their father. For his part, Mr. Rohland denies that Ms. Zane and the boys were to rejoin the Boundlass; according to him, there was never any intention for Ms. Zane, as a single mom with her boys starting a new school year a couple of weeks later, to rejoin the yacht until it arrived back in Vancouver.
[42] In any event, Boundlass never made it to the Panama Canal. On August 14, 2016, the yacht suffered engine failure, caught fire and sank near the island of Roatán, off the coast of Honduras. Mr. Rohland, Zack, Grayson and Tatiana managed to disembark prior to the yacht sinking, and returned to Vancouver. Mr. Rohland sent Ms. Zane photographs from the local newspapers of the yacht burning in the wat