In Mavrakis v TELUS International (Cda) Inc., 2025 BCSC 378, the Court ruled that civil proceedings in B.C. should be stayed in favour of arbitration underway in Virginia pursuant to s. 7 of the Arbitration Act, SBC 2020, c. 2 (the “Act”). All well and good. However, the Court then performed a forum non conveniens analysis under s. 11(1) of the Court Jurisdiction and Proceedings Transfer Act, SBC 2003, c. 28 (“the CJPTA”) and again determined that the B.C. action should be stayed. The Act provides a complete and exclusive answer on stays of court proceedings relating to arbitration. A convenient forum analysis from a different statute for different purposes is not part of the stay of proceedings design in the Act.
Background – Sarah Mavrakis (“Mavrakis”), a Virginia resident, was employed as an account manager by TELUS International AI Inc. (“TELUS AI”), a Delaware company. Mavrakis’ employment contract with TELUS AI included confidentiality and non-disclosure obligations, a Virginia governing law clause, and an arbitration agreement incorporating JAMS arbitration rules and procedures (the “Arbitration Agreement”) in Virginia.
The Arbitration Agreement encompassed “all claims or causes of action…against TELUS AI and…all parent companies, subsidiaries and affiliated entities…under any federal, state and local law…including claims for violation of any federal, state, local or other law…”.
As part of her employment compensation, Mavrakis was offered and accepted shares under an agreement (the “Share Agreement”) with TELUS Canada, a B.C. company. The Share Agreement contained broad restrictive covenants and a B.C. governing law clause.
In early 2024, Mavrakis resigned from TELUS AI and took a senior position with Welocalize, a TELUS AI competitor.
TELUS AI commenced an action seeking an injunction and damages against Welocalize in the courts of Delaware, where TELUS AI was incorporated.
TELUS AI then commenced arbitration in Virginia against Mavrakis seeking injunctive relief and damages relating to alleged use and disclosure of confidential information and breaches of restrictive covenants.
Mavrakis thereafter filed a civil claim against TELUS Canada in the B.C. Supreme Court, seeking a declaration that the restrictive covenants in the Share Agreement were void and unenforceable.
TELUS Canada applied to stay the B.C. litigation pursuant to s. 7 of the Act on the basis that the restrictive covenants in the Share Agreement fell within the Arbitration Agreement. TELUS Canada also maintained that Virginia was the more appropriate forum and Mavrakis’ action should be stayed under s. 11 of the CJPTA.
The Arbitral Award – Mavrakis notified JAMS of her claim in the B.C. court and raised jurisdictional objections to the Virginia arbitration. JAMS advised that it would proceed with the administration of the arbitration and noted that under its arbitration rules, the arbitrator had the authority to determine jurisdiction and arbitrability issues as a preliminary matter.
An arbitrator was appointed and heard Mavrakis’ application to dismiss the arbitration on the basis that the dispute should be litigated in B.C.
Mavrakis argued that the arbitrator lacked jurisdiction to decide whether TELUS AI’s claims against her were arbitrable due to court of competent jurisdiction references in the Share Agreement.
The arbitrator dismissed these arguments. He concluded that the Arbitration Agreement gave him jurisdiction to determine whether TELUS AI’s claims were arbitrable. He found that the claims fell within the scope of that agreement.
Supreme Court decision – The Court agreed with Mavrakis that the Arbitrator’s jurisdictional ruling should not deter the Court from assessing whether a stay was appropriate.
The Court considered the wording of the Arbitration Agreement and ruled:
“[58]…[T]here is at least an arguable case that the Restrictive Covenant claims fall within the Arbitration Agreement, and that, in this situation of mixed law and fact, a superficial review of the record does not demonstrate the intention for claims based on the Restrictive Covenants to fall outside of the Arbitration Agreement….
[59] First, the claims covered by the Arbitration Agreement are broadly defined. The agreement says that Ms. Mavrakis and TELUS AI, and/or any related or affiliated entity (which would include TELUS Canada), agree ‘to resolve any differences between us …through…binding arbitration procedures’….
[61] Second, I agree with TELUS there is a reasonable argument that the Arbitration Agreement expressly extends to claims for violation of ‘other laws’ which would include claims regarding the Restrictive Covenant.”
The Court then carried out a convenient forum analysis. The Court found at para. 68 that Mavrakis’ action “should also be stayed under s. 11(1)of the CJPTAbecause the Virginia Arbitration is clearly the more appropriate forum” for reasons including:
- the dispute was fundamentally between US parties and concerned US conduct;
- the arbitration was more convenient and cost-effective for the parties and their witnesses;
- multiplicity of proceedings should be avoided; and
- the arbitrator had taken jurisdiction over aspects of the parties’ disputes and Mavrakis did not appeal.
Whether to stay the B.C. litigation in favour of arbitration was determined by the Court reviewing the Arbitration Agreement, the requirements of s. 7 of the Act, and leading authorities. This is the correct approach—the Court should have stopped there.
Several Canadian cases have recently considered whether multiplicity of proceedings should be a factor in the stay of proceedings analysis: see, for instance, Sivitilli v PesoRama Inc, 2025 ABCA 56. Sivitilli was reviewed in Emily Sherkey’s Arbitration Matters Note: Alberta – Multiplicity of Proceedings No Basis for Stay of Arbitration – #901. Sherkey commented:
“This decision reinforces TELUS Communications Inc. v. Wellman, 2019 SCC 19, that says that there is no residual power for a Court to stay an arbitration beyond the express exceptions to the requirement to stay that are set out in Section 7(2) of the [Ontario] Arbitration Act.”
The same is true for the Act, with the basis for that conclusion in B.C. being even more robust.
The stay provision in the Act is a pure Model Law clause and does not include residual or discretionary grounds a court may consider in refusing to stay proceedings. In this respect, the stay provision is more restrictive than the legislative clauses considered in Alberta and Ontario cases like Sivitilli and Wellman. Further, unlike the arbitration legislation in other jurisdictions, the Act does not permit the court to intervene “to prevent manifestly unfair or equal treatment of a party to an arbitration agreement”. Such a provision has been employed in some cases to avoid multiplicity of proceedings, preventing arbitration from proceeding.
Decades ago, for a moment in time, B.C. permitted broad court discretion to allow court proceedings to supplant arbitration. A 1980s version of B.C.’s arbitration legislation included a stay provision with a lengthy list of discretionary factors that courts could consider in deciding whether court proceedings should be stayed. One factor incorporated multiplicity of proceedings concerns. Following inconsistent decisions and criticism, the provision was repealed and replaced with a non-discretionary, standard Model Law stay provision.
The restrictions of the Act go further and govern the court / arbitration interface. Above and beyond the stay provision, the Act expressly directs the extent of allowable judicial intervention in matters governed by the Act. Other Model Law acts, like those in Alberta and Ontario, do so as well. But B.C.’s provision is different and is more explicitly restrictive than the Model Law itself:
“[4] In matters governed by this Act,
(a) a court must not intervene unless so provided in this Act, and
(b) the following must not be questioned, reviewed or restrained by a proceeding under the Judicial Review Procedure Act or otherwise except to the extent provided in this Act:
- an arbitral proceeding of an arbitral tribunal or an order, ruling or arbitral award made by an arbitral tribunal…”. [emphasis added]
Section 4 is clear. By design, arbitration proceedings are not to be reviewed by a court, other than as provided in the Act. For stay purposes, the Act provides for review in s. 7.
The fact that the Virginia arbitrator found jurisdiction over the claims did not change the obligation of the Court under s. 7 of the Act to review the B.C. legal proceedings against the terms of the Arbitration Agreement. The Court was required to grant a stay of claims in the B.C. action that fell under the Arbitration Agreement unless the agreement was void, inoperative, or incapable of being performed.
The Court properly carried out the s. 7 review and determined that a stay of the court proceedings should be granted, having found that the claims advanced were covered by the Arbitration Agreement.
However, with the stay determination made under s. 7, the extent of permissible judicial intervention was exhausted. The Court should have declined to proceed further.
Section 4 of the Act does not provide for either the review of an arbitration proceeding or a second stay determination under the provisions of a different statute, in this case the CJPTA. That statute addresses litigation in different courts, not claims brought in court notwithstanding an arbitration agreement.