Alan John Lenczner

The appellants appealed a trial judgment awarding the respondent damages for wrongful dismissal and the value of his shares under a shareholders' agreement.

The Court of Appeal upheld the trial judge's findings that the respondent's shares had not been validly purchased upon his termination and that he was entitled to participate in the proceeds of the company's subsequent sale.

The court also upheld the trial judge's refusal to reduce wrongful dismissal damages for failure to mitigate.

However, the court allowed the appeal in part, setting aside the award for dividends on Class B preferred shares because the respondent's option agreement explicitly precluded dividend rights until the option was exercised.

The appellant appealed a trial judgment that dismissed its claim for a commission and unjust enrichment.

The trial judge found there was no agreement to pay the appellant in the absence of a completed transaction, and the appellant failed to prove unjust enrichment.

The Court of Appeal found no error in the trial judge's findings or conclusions and dismissed the appeal, awarding costs to the respondents.

The appellant appealed the dismissal of its motion under Rule 45.02 for an order preserving a sum of money held as cash collateral.

The appellant argued that its obligations under a Letter of Credit Agreement were discharged because the respondent entered into a forbearance agreement with the principal borrower, materially altering the guaranteed loan.

The Divisional Court dismissed the appeal, finding that the agreement was for a standby letter of credit, not a guarantee, and thus the law of guarantees did not apply.

Furthermore, the cash collateral was not a specific fund to which the appellant had a proprietary claim, and the appellant had implicitly ratified the forbearance agreement by participating in the borrower's insolvency proceedings without objection.

The applicants sought leave to appeal two Ontario Municipal Board (OMB) decisions refusing an Official Plan and zoning bylaw amendment for a retail development on formerly industrial lands.

The applicants argued the OMB erred in law by applying a 1994 Official Plan policy to lands that had been redesignated as 'employment areas' under the 2002 Official Plan.

The Divisional Court denied leave to appeal, finding no reason to doubt the legal correctness of the OMB's policy-based decision, which reasonably interpreted the Official Plan and assessed the impact of 'retail contagion' on surrounding lands.

The appellant proceeded by way of power of sale but the Notice of Sale did not reference an obligation under the Agreement of Purchase and Sale.

The respondent tendered the full amount of the debt specified in the Notice of Sale.

The Court of Appeal upheld the application judge's finding that the appellant was bound to deliver the discharge upon tender of the specified amount, as finding otherwise would impermissibly clog the equity of redemption.

The appellant sought leave to appeal a decision dismissing its motion for an interim preservation order regarding a $3.5 million cash collateral drawn from a standby letter of credit.

The motions judge had found that the appellant had no proprietary interest in the funds and that the law of guarantee did not apply.

The Divisional Court granted leave to appeal, finding good reason to doubt the correctness of the decision and noting that the application of guarantee law to a standby letter of credit in the context of an underlying agreement is an issue of broader significance.

A stay of the order directing payment of the funds was also granted pending the appeal.

The appellant purchased 88 lots from the respondent developer.

The parties disputed who was responsible for paying certain development charges to the municipality under their Agreement of Purchase and Sale.

The motion judge found the respondent was not required to pay charges due after the registration of the Plan of Subdivision, interpreting 'prerequisite' temporally.

The Court of Appeal allowed the appeal, holding that interpreting the contract as a whole required 'prerequisite' to mean an obligation to pay, giving effect to a clause permitting payment after registration.

The appellant, a former vice-chair and major shareholder of the respondent, entered into a retirement agreement and a settlement agreement that fixed the buyout price of his shares at US$5.21.

He later sued for negligent misrepresentation, alleging the respondent failed to disclose a recapitalization plan that ultimately valued the shares at US$10.06.

The Court of Appeal dismissed the appeal, finding that the alleged misrepresentations were immaterial because the appellant's share price was contractually crystallized, he suffered no damages, and the action was barred by a full and final release.

The appellant, a lawyer, represented the respondent Crossen in matrimonial litigation against the respondent Mirkopoulos.

Crossen terminated the retainer and settled with Mirkopoulos, with the agreement stating each party would bear their own costs.

The appellant sued both for her unpaid fees of $217,773.24, alleging collusion.

The trial judge dismissed the collusion claim but found Mirkopoulos liable in contract, reducing the fees to $50,000.

The Court of Appeal allowed Mirkopoulos's cross-appeal, finding the contract claim was not pleaded and unsupported by evidence.

The Court dismissed the appellant's appeal on the collusion claim, finding the settlement was not a secret arrangement designed to defeat the solicitor's claim.

Following the dissolution of the law firm representing the plaintiff in a proposed class proceeding, the representative plaintiff chose to retain a new firm formed by some of the former partners.

The appellant, a firm formed by the former supervising partner, brought a motion to strike the notice of change of solicitors and replace the representative plaintiff.

The Court of Appeal dismissed the appeal, holding that a representative plaintiff has the right to choose counsel, subject to court review based on competence, improper considerations, and prejudice to the class.

The court also stayed a competing class action commenced by the appellant as an abuse of process.

The appellant appealed a jury verdict regarding a motor vehicle accident where the respondent suffered a severe brain injury.

The jury found the appellant's driver 61% liable and the respondent 39% liable, awarding nearly $14 million for future care costs.

The appellant argued the liability apportionment and damages were perverse and resulted from deficient jury instructions.

The Court of Appeal dismissed the appeal on liability and damages, finding the jury's conclusions were not plainly unreasonable and the trial judge's instructions were adequate.

However, the court allowed the appeal on costs in part, reducing the substantial indemnity costs award to prevent it from amounting to full indemnity.

The appellants appealed the quantum of damages awarded at trial for the respondent's breach of a restrictive covenant and fiduciary duty.

The trial judge had limited damages to the two-year period of the covenant, less a 25% contingency for clients who would have left anyway.

The Court of Appeal dismissed the appeal, finding that the appellants elected to claim recovery of loss rather than disgorgement, and the trial judge's factual assessment of that loss was reasonable.

The respondent's cross-appeal regarding liability was also dismissed.

Following the dissolution of the law firm representing the plaintiff in a proposed class proceeding, the plaintiff served a Notice of Change of Solicitors to appoint a new firm formed by some of the former partners.

The appellant, a firm formed by another former partner who had been the supervising lawyer, moved to set aside the Notice or replace the representative plaintiff.

The motion judge dismissed the motion, finding the plaintiff's choice of counsel was adequate.

The Divisional Court dismissed the appeal, holding that the motion judge made no error of law and his decision was reasonable.

The appellants appealed an order of the motions judge which concluded that there was no real and substantial connection to support jurisdiction and that jurisdiction should be declined on the ground of forum non conveniens.

The Court of Appeal dismissed the appeal, agreeing with the motions judge's cogent and persuasive reasons and finding no grounds to interfere with the result.

Following an appeal, the successful respondent sought costs of over $100,000.

The Court of Appeal found the claimed fees excessive for a one-day appeal that did not raise complex issues.

The court awarded the respondent costs on a partial indemnity basis in the amount of $20,000 plus disbursements.

The appellant appealed a motion judge's decision finding that a proposed purchase agreement complied with the transfer provisions of a joint venture agreement.

The joint venture agreement required a co-owner to sell 'all' of its interest if selling without consent.

The Court of Appeal allowed the appeal, finding that the motion judge erred in concluding the interest was restricted to the plaza portion of the property.

The plain wording of the agreement and commercial reality dictated that the interest also included a vendor take-back mortgage and shareholder loans.

A declaration was issued that the purchase agreement did not comply with the joint venture agreement.

The husband appealed a trial judgment setting aside a pre-nuptial marriage contract and ordering an equalization payment of $5.3 million, plus spousal and child support.

The trial judge set aside the contract under s. 56(4) of the Family Law Act because the husband deliberately failed to disclose the value of his significant business assets, misrepresented his financial position, and interfered with the wife's independent legal advice.

The Court of Appeal upheld the decision, agreeing that the husband's conduct warranted setting aside the contract.

The Court also held that a post-separation, market-driven decline in the value of the husband's shares did not justify an unequal division of net family property under s. 5(6)(h) of the Act.

The appeal was dismissed.

The appellant appealed the dismissal of its claim for payments under a 2006 contract renewal notice.

On appeal, the appellant argued for the first time that the respondent was estopped from claiming reimbursement due to its failure to respond to the notice within thirty days.

The Court of Appeal dismissed the appeal, holding that the appellant failed to meet the test for raising a new argument on appeal, as the evidentiary record regarding detrimental reliance and fairness was not fully developed at trial.

The applicants sought leave to appeal to the Divisional Court from an order dismissing their motion to strike a summons to witness.

The respondent had issued the summons to examine a representative of the applicants in connection with a pending motion under Rule 21.01(1)(a).

The court dismissed the motion for leave to appeal, finding no good reason to doubt the correctness of the motion judge's decision that the evidence was potentially relevant, and concluding that the proposed appeal did not involve matters of general importance.

The appellant and respondent entered into a ten-year contract for the supply of ethanol.

The contract contained price-protection provisions, including a requirement for the appellant to match the price of an alternate supplier if certain conditions were met.

When the respondent received a lower offer from an alternate supplier, the appellant refused to match it, arguing that the obligation was contingent on the development of an active market for ethanol in Ontario under another section of the contract.

The trial judge found that the price-match provision operated independently.

The Court of Appeal upheld the trial judge's decision, finding that the plain wording of the contract and the factual matrix supported the conclusion that the provision was a stand-alone obligation.