Aoife C. Quinn

The court dismissed the plaintiff's motion to reconsider its earlier decision denying specific performance of a land sale agreement, and refused to allow the plaintiff to amend his pleading to claim damages after trial.

The court found that the uniqueness of the property to a third party in a related case was irrelevant to the plaintiff's claim, and that the plaintiff's strategic choice to seek only specific performance precluded a late amendment.

Costs were awarded to the defendant.

This decision concerns the approval of a settlement and a plan of allocation in a securities class action, along with class counsel's fees and disbursements.

The plaintiff sought approval for a US$3 million settlement with the Gatos Defendants and Electrum Group entities, following an earlier settlement with the Tetra Tech Defendants.

The court found the Gatos Settlement to be fair, reasonable, and in the best interests of the class, noting it was reached through arm's length negotiations and recovered a significant portion of estimated damages despite litigation risks.

Class counsel's requested fees (25% contingency) and disbursements were also approved as fair and reasonable, considering the complexity and risks of the multi-stage litigation.

The moving party, Dramel Limited (respondent in the appeal), brought a motion for security for costs against the appellants, Gurnam Multani and Surjit Multani, in an appeal concerning over $25 million in mortgage debts.

The court granted the motion, finding that the appeal was frivolous and vexatious under Rule 61.06(1)(a) of the Rules of Civil Procedure, given the appellants' concession of unpaid loans, acknowledged amounts in forbearance agreements, and findings of deliberate attempts to mislead the court.

The court also determined that the appellants had insufficient assets to cover appeal costs and noted a history of procedural delay and unwillingness to pay.

Security for costs was ordered for both the appeal and a prior costs order.

The Court of Appeal for Ontario heard an appeal and cross-appeal stemming from a wrongful dismissal judgment.

The appellant, Davide Giacomodonato, appealed the damages award, contending the trial judge erred by applying the second employment contract instead of the first.

The court dismissed his appeal, affirming the trial judge's finding of fresh consideration for the second contract, including a $40,000 payment and additional vacation time.

The respondents, PearTree Securities Inc. and PearTree Financial Services Ltd., cross-appealed the costs award.

Their motion for leave to appeal costs was dismissed, as the court found no error in principle in the trial judge's discretionary costs award, which was justified by the respondents' litigation conduct.

The plaintiff, having partially succeeded in her wrongful dismissal action, sought costs.

The defendant argued its earlier offer to settle engaged Rule 49.10, entitling it to costs from the offer date.

The court found the defendant's offer did not trigger Rule 49.10 due to an uncertain release condition, following D'Anscenzo v. Nichols.

Despite divided success, the plaintiff was deemed the successful party.

However, due to significant divided success (failure to prove damages for loss of book of business) and the plaintiff's rejection of a near-mirror offer, her costs were significantly reduced.

The court awarded the plaintiff 30% of her partial indemnity costs, totaling $72,000.00.

This is a securities class action where the Plaintiff sought approval of a settlement with the Tetra Tech Defendants and pre-settlement orders for a proposed settlement with the Gatos Defendants.

The court approved the C$1,000,000 settlement with the Tetra Tech Defendants, finding it fair, reasonable, and in the best interests of the class.

For the Gatos Defendants, the court granted leave to proceed under section 138.8 of the Securities Act, certified the action as a class proceeding for settlement purposes, and approved the proposed notice plan and ancillary orders, paving the way for a future US$3,000,000 settlement approval motion.

In a securities class action, the plaintiff sought multiple orders in advance of a settlement approval motion.

The plaintiff requested leave to proceed against Tetra Tech, Inc. under the Securities Act, leave to discontinue common law negligence and negligent misrepresentation claims against Tetra Tech, and certification of the action as a class proceeding against Tetra Tech for settlement purposes.

Additionally, the plaintiff sought approval to discontinue the action against the Underwriter Defendants based on a Standstill and Tolling Agreement.

The court granted all requested orders, finding that the criteria for leave and certification were met and that the discontinuance against the Underwriter Defendants would not prejudice the class.

The Court of Appeal for Ontario issued a costs endorsement following an appeal where the trial judge's liability finding was upheld, but the damages award was set aside for a new hearing.

Due to divided success on appeal, the parties agreed to bear their own appeal costs.

The court varied the trial judge's costs order, reducing the amount payable by the appellant to the respondent by one-third (from $251,706.10 to $167,804.07), reflecting the partial success on appeal and the uncertainty regarding the original offer to settle.

The costs of the new damages hearing were left to the discretion of the presiding judge.

The appellant (vendor) appealed a trial judgment finding it breached an Agreement of Purchase and Sale (APS) for development lands and awarding the respondent (purchaser) over $11 million in lost expected profits.

The Court of Appeal upheld the trial judge's finding of liability, confirming the vendor's breach for wrongly asserting the purchaser failed to pay a further deposit and that the purchaser was ready, willing, and able to close without tendering.

However, the Court allowed the appeal on damages, ruling that the trial judge erred by departing from the normal measure of damages for real estate breaches (difference between contract price and market value on closing date).

The Court clarified that the remoteness test determines the *type* of loss, not the *measure*, and that market value inherently accounts for development potential.

A new hearing was ordered to assess damages using the normal measure.

This is an appeal of a summary judgment order for specific performance of an agreement of purchase and sale (APS) of a cottage property.

The sellers (appellants) asserted the APS had terminated, refusing to close.

The buyers (respondents) sued and obtained specific performance.

The appellants argued the APS terminated on November 5, 2020, due to a consent to sever condition, or on December 22, 2020, due to a "finality clause" and Planning Act non-compliance.

The Court of Appeal dismissed the appeal, affirming the motion judge's findings that the severance condition was satisfied or waived by the sellers' lawyer's representations and the sellers' subsequent conduct.

The court also upheld that the sellers could not rely on the "finality clause" as they were in breach of their obligation to diligently obtain necessary consents under the Planning Act.

The transaction had already closed, and the property transferred to the buyers.

The plaintiff, Davide Giacomodonato, sought costs after successfully prosecuting his wrongful dismissal claim and defending a counterclaim brought by his former employer, PearTree Securities Inc. and PearTree Financial Services Ltd. The court awarded the plaintiff costs on a partial indemnity basis, fixed at $830,761.75, inclusive of disbursements and HST.

The court found that PearTree's counterclaim was meritless and tactical, and that PearTree engaged in inappropriate conduct, including late disclosure of documents, which unnecessarily increased the costs of the proceeding.

PearTree's Rule 49 offer was not given significant weight as the plaintiff achieved a better result.

This appeal concerned the assessment of damages in a failed commercial real estate transaction.

The trial judge awarded the respondent (purchaser) damages for the increase in property value and 90% of all development expenses incurred since 2010.

The Court of Appeal allowed the appeal in part, affirming the award for increased property value and wasted expenses, but erred by including expenses incurred under a prior joint venture agreement that had been released.

The Court held that only expenses incurred after the 2013 Agreement of Purchase and Sale were recoverable.

The calculation of rental costs as development expenses was upheld, but the amount was to be limited to the period of the 2013 APS.

The 10% discount applied by the trial judge was upheld.

The plaintiff, StorageVault Canada Inc., brought a motion for the issuance of certificates of pending litigation (CPLs) against the defendants concerning seven parcels of land.

StorageVault alleged a binding agreement for the purchase of these properties, seeking specific performance.

The defendants opposed, arguing no binding agreement existed and that specific performance was not an appropriate remedy.

The court dismissed the motion, finding no triable issue regarding a breach of contract or the availability of specific performance, as the draft agreements were non-binding, the alleged agreement was not capable of performance due to third-party approvals and rights of first refusal, and the properties were not unique, making damages an adequate remedy.

The equities were found to favour the defendants.

The plaintiffs, owners of a downtown Toronto office tower, sued the defendants, operators of the building's parking garage, for unpaid fixed monthly fees from April 2020 to April 2021.

The defendants ceased full payments due to the COVID-19 pandemic's impact on revenue, arguing a binding oral agreement to reduce fees, the application of a force majeure clause, and contract frustration.

The plaintiffs moved for summary judgment.

The court granted summary judgment to the plaintiffs, finding no valid amendment to the contract due to a "no oral modification" clause and lack of consideration, no detrimental reliance for promissory estoppel, and that neither the force majeure clause nor the doctrine of frustration applied as the contract merely became unprofitable, not impossible to perform.

The appellant, Heritage Preservation Holdings, appealed a judgment requiring it to close the sale of a hotel property and allowing a holdback for deficiencies.

The appeal raised three issues: contract formation, an implied term regarding the first mortgage amount, and responsibility for certain property deficiencies.

The Court of Appeal dismissed the contract formation and implied term grounds, finding a binding agreement was formed and no such term could be implied.

However, the appeal was allowed in part regarding the deficiencies issue, specifically finding the appellant was not responsible for certain fire separation, kitchen exhaust, and fire suppression system deficiencies under the Agreement of Purchase and Sale's disclosure clause.

The holdback was maintained, but only for repairs for which the appellant was responsible.

The applicant, Serenity Valley P. Lawn Management Inc., sought to assess the legal accounts of the respondent law firm, Lenczner Slaght Royce Smith Griffin LLP, under sections 3 or 9 of the Solicitors Act.

Serenity, as a third-party payor, argued for an assessment based on "special circumstances," including alleged pressure to pay and insufficient fee details.

The court dismissed the application, ruling that Serenity was not the law firm's client (precluding assessment under s. 3) and failed to demonstrate "special circumstances" under s. 9.

The court emphasized that Serenity was a sophisticated party, represented by counsel, who had contractually agreed to pay reasonable legal fees and signed a release, and did not protest the fees or reserve rights despite receiving detailed information.

The court also found no evidence that the legal fees were excessive given the complexity of the enforcement litigation.

This appeal addresses the role of "public correction" in secondary market misrepresentation class actions under s. 138.3 of the Securities Act.

The appellant sought leave to pursue a statutory remedy, which the motion judge denied by requiring a discrete and identifiable public correction that explicitly revealed the misrepresentation.

The Court of Appeal, following its own decision in *Barrick OCA*, found that the motion judge applied an unduly onerous standard for public correction.

The Court clarified that public correction does not require "facial symmetry" with the misrepresentation and must be understood in context by the secondary market.

The appeal was allowed, and the leave motion remitted for redetermination.

The appellant, 2161907 Alberta Ltd., appealed a lower court decision that found it had wrongfully terminated agreements with the respondent, 11180673 Canada Inc., and acted in bad faith, ordering payment of a $2 million branding fee.

The dispute arose when 216 refused to fund 111's rent, leading 111 to threaten not to open its cannabis store. 216 terminated the license agreement, citing a "threat to cease carrying on business." The Court of Appeal upheld the lower court's finding that 216's termination was invalid, interpreting the "threat" clause objectively in context.

However, the Court of Appeal set aside the finding of bad faith, clarifying that an incorrect belief in a valid termination right, even if motivated by a desire to end the relationship, does not automatically constitute bad faith when there is no knowing misrepresentation or deliberate creation of the breach.

The appeal regarding the sublease termination was dismissed as practically resolved.

The Osgoode Investor Protection Clinic sought leave to intervene as a friend of the court in an appeal concerning the interpretation of the Securities Act, specifically "public corrections" and the test for leave for secondary market misrepresentation claims.

The appellant took no position, while the respondents opposed the motion.

The court dismissed the motion, finding that the Clinic's proposed arguments essentially mirrored those of the appellant and that its close relationship with the appellant's counsel undermined the appearance of impartiality required for a "friend of the court," thus failing to demonstrate a useful contribution without causing injustice or imbalance.