Sherif Gemayel of Trufla Technology and Bruce Rabik of Rogers Insurance Fail to Deliver on Big Promises According to a Lawsuit Filed in 2020

A lawsuit filed in 2020 and amended on May 28, 2025, in Alberta’s Court of King’s Bench (File No. 2001-11303) alleges that Sherif Gemayel, CEO of Trufla Technology Ltd., and Bruce Rabik, associated with Rogers Insurance through Gemstar Holdings Ltd., made a series of significant promises to David Vass to secure a 2015 Share Purchase Agreement (SPA)—promises that were never fulfilled. The plaintiffs—Dave Vass Consulting Inc. (DVCI), David Vass, Prosperity Freedom Network Ltd. (PFN), and the David Vass Family Trust—claim these assurances were critical to Vass agreeing to sell 75% of EMethod Inc., a profitable digital marketing company he founded in 2013, while retaining a 25% stake.

Central to the claim is the Aggregator Promise (Paras. 18–23), a set of oral representations allegedly made by Gemstar to induce the deal. These included:

• 25% ownership in a low-commission insurance aggregator division upon Trufla’s formation (Para. 20a).

• Minimum valuation of $1.6 million for the aggregator, equating to $400,000 for Vass’s share (Para. 20b).

• Full commitment of Gemstar’s financial, operational, and insurance resources to build the aggregator (Para. 20c).

• No financial obligation on PFN or the Trust to fund it (Para. 20d).

Gemayel and Rabik reportedly told Vass and his entities that formalizing these terms in writing was “too complicated” but that the promises remained fully binding and integral to the overall transaction (Para. 22). The plaintiffs state they only proceeded with the SPA on the basis of these assurances (Para. 23).

The claim further alleges a Payment Promise/Agreement made in fall 2016 (Para. 28), where Gemayel agreed that if ClickHook—DVCI’s 2013 leads management platform—proved commercially valuable, Vass would receive compensation based on it's value, with valuation emphasizing future revenues, license fees, and market comparables (Paras. 28d–e). This was tied to Gemstar’s involvement in “Proving ClickHook” (Para. 28a).

Despite these commitments, the 2018 amalgamation forming Trufla diluted PFN and the Trust’s stake to 5.5% (Para. 30). The aggregator was never meaningfully developed (Para. 75). After ClickHook powered a 2019 Lockton deal generating an estimated $3–5 million and $1–2 million annually, no Technology Payment was offered (Paras. 42–46). The claim accuses Gemayel and Rabik of misrepresenting ownership to Lockton (Para. 39) and continuing unauthorized use after consent was revoked in 2019 (Para. 49).

The plaintiffs assert the Aggregator Promise was false, dishonest, and made with intent to induce reliance (Para. 76), and that Gemayel and Rabik knew or recklessly disregarded its untruth (Para. 77). They seek $5 million+ in damages, profit accounting, and injunctions, alleging breach of contract, fiduciary duty, and copyright infringement (Reg. No. 1164752).

Trufla and Gemstar have defended since 2020 but have not publicly responded to the amended claim. The full document is available here.