Corporate/Commercial Law

The applicants sought a declaration that the respondent insurer had a duty to defend them in an underlying action alleging misappropriation of funds from syndicated mortgages.

The insurer had denied coverage, arguing the applicants made a material misrepresentation in their insurance application regarding their source of financing.

The court found that the email relied upon by the insurer lacked detail and precision, and the insurer failed to clarify the ambiguous answers.

The court concluded there was no misrepresentation and ordered the insurer to resume defending the applicants and pay their incurred defence costs on a full indemnity basis.

The Receiver brought a contempt motion against the respondent for breaching an appointment order by interfering with the Receiver's exclusive authority and supporting a criminal complaint against the Receiver's representatives in Panama.

Having previously found the respondent in civil contempt, the court determined the appropriate penalty.

Finding that the respondent's conduct was a blatant and deliberate breach that undermined the court's authority, and that a fine would be insufficient for deterrence, the court ordered the respondent to be imprisoned for 30 days.

The applicants, members of an incorporated church and registered charity, sought an order compelling the church's board of directors to hold an annual general meeting (AGM) and elections, which had not occurred since 2016.

The respondents argued the court lacked jurisdiction, claiming the church was a voluntary religious association and the dispute was ecclesiastical.

The Superior Court of Justice rejected this argument, finding the church was a corporation governed by the Not-for-Profit Corporations Act, 2010, and the applicants had established legal rights under the statute.

The court ordered the holding of an AGM under the supervision of a neutral chair for the purpose of electing a new board of directors.

The applicant, a director of a corporation, sought leave to bring a derivative action on behalf of the corporation against two other directors.

The applicant alleged that the other directors misappropriated returned deposit funds from a failed real estate transaction by diverting them to another company they controlled and distributing them to themselves and select partners.

The court found the applicant was acting in good faith and that the proposed action was in the interests of the corporation.

Leave was granted to the applicant to commence the derivative action, but the request for advance costs was denied.

The applicant sought to recognize and enforce a default judgment and several ancillary orders, including injunctions, made by a Florida court against the respondents regarding stolen cryptocurrency.

The respondents, who had evaded service in the Florida class action, did not appear.

The Ontario Superior Court of Justice validated service of the application and held that the Florida court properly assumed jurisdiction, the judgments were final, and no defences to enforcement applied.

The court ordered the recognition and enforcement of the Florida judgments, including the payment of the Canadian equivalent of US$8,888,788.76 and costs.

The defendants brought a motion for security for costs against the plaintiff, a corporate entity that had ceased operations and had no assets.

The plaintiff opposed the motion, arguing impecuniosity and that its claim for breach of contract had a high probability of success.

The court found that the plaintiff failed to meet the high evidentiary threshold to prove impecuniosity, as it did not provide sufficient evidence regarding the financial ability of its shareholders to fund the litigation.

The court also found the merits of the claim to be a neutral factor.

The court ordered the plaintiff to post $85,000 in security for costs, payable in four installments.

Following a motion to strike where personal claims against the individual defendants were struck but the oppression remedy claim survived, the court held a case management conference to settle the terms of the order.

The court issued a file direction settling the order and providing procedural directions for the delivery of a fresh as amended statement of claim, subsequent pleadings, and discovery.

The applicant, Cash Cloud Inc., sought an urgent interlocutory injunction to restrain the respondent, BitAccess Inc., from terminating a Master Purchase Agreement, deactivating cloud-based software used for cryptocurrency kiosks, and deleting customer data.

The court found it had jurisdiction to grant interim relief despite a mandatory arbitration clause.

The court granted a 60-day order preserving the customer data to allow the applicant to download it.

However, the court dismissed the injunction to restrain the software deactivation because the applicant failed to provide the mandatory undertaking as to damages required by Rule 40.03 of the Rules of Civil Procedure.

The applicants, a commercial tenant and its owner, sought relief from forfeiture after being evicted by their landlord.

The tenant argued that a new ten-year lease had been agreed upon in 2019 and that COVID-19 legislation prevented the eviction.

The court found that no new lease was formed, the tenancy was month-to-month, and the COVID-19 protections only applied to evictions for rent arrears, not expired leases.

The application was dismissed because relief from forfeiture is not available for the termination of a month-to-month tenancy.

The plaintiff, a former executive at a property development company, claimed a 5% interest in the profit from the sale of a real estate development project.

The defendant argued the oral agreement was too uncertain to be enforceable and that any such interest was extinguished by a full and final release signed upon the plaintiff's termination.

The Superior Court of Justice found that the agreement was sufficiently certain and that the release, when read with the incorporated settlement correspondence, preserved the plaintiff's 5% interest.

The court awarded the plaintiff $1,372,992 in damages based on his expert's calculation of the profit from the sale of the lands.

The plaintiffs moved to continue an interim injunction granted a year prior, which prohibited the defendants (former fiduciary employees) from soliciting the plaintiffs' customers and employees.

The court dismissed the motion to extend the injunction, finding that the one-year period had already provided the plaintiffs with a reasonable amount of time to solidify their customer relationships and protect their goodwill from the defendants' unfair 'springboard' competition.

The court also directed the proceedings into case management.

The plaintiff bank brought a motion for summary judgment against a corporate borrower and its personal guarantor after the borrower defaulted on a $100,000 loan.

The defendants argued the bank breached its duty of good faith and fiduciary duty by failing to explain the loan terms and by calling the loan despite the borrower bringing arrears current.

The court granted summary judgment, finding no fiduciary duty existed, the bank acted reasonably and in good faith in exercising its contractual rights after reviewing the borrower's financial disclosure, and there was no genuine issue requiring a trial.

The plaintiffs in 17 auto parts price-fixing class actions brought motions for approval of distribution protocols, an order compelling automakers to produce customer information, and approval of honoraria for representative plaintiffs.

The court approved the Omnibus and CVJB Distribution Protocols, finding them fair, reasonable, and in the best interests of the class.

The court also ordered the automakers to produce the requested customer information pursuant to section 12 of the Class Proceedings Act, 1992, and approved modest honoraria for the representative plaintiffs given their long-term commitment to the litigation.

The plaintiff Bank brought a motion for summary judgment to enforce personal guarantees given by the defendants in respect of a corporate borrower's obligations.

The defendant guarantor did not dispute the default but argued the Bank failed to mitigate its damages by properly protecting its security.

The court rejected this defence, noting the Bank had taken steps to protect its security in related insolvency proceedings, and granted summary judgment against the guarantor for the principal amounts owing plus contractual interest.

The plaintiff bank brought a motion for summary judgment to enforce personal guarantees signed by the defendant for corporate loans.

The defendant opposed the motion, arguing non est factum and undue influence by the third party, who controlled the corporations and assured her she would face no personal liability.

The court dismissed the bank's motion, finding genuine issues for trial regarding the defendant's carelessness and the lack of independent legal advice.

The court granted partial summary judgment to the defendant on her third-party claim for indemnity against the third party.

The applicant and respondent, two brothers, were involved in an arbitration regarding the separation of their trucking businesses.

The arbitrator appointed an inspector to investigate the respondent's conduct and potential unequal benefits.

On this motion, the court affirmed the arbitrator's jurisdiction to appoint an inspector for parties to the arbitration agreement.

The court also appointed an investigative receiver to sell the business and investigate the respondent's transactions, including those involving a non-party, Motion Transport Ltd. The applicant's proposed receiver was appointed due to a potential conflict with the respondent's choice.

The plaintiff brought a motion for summary judgment to enforce commercial lease agreements and personal guarantees after the corporate borrowers defaulted.

The individual defendant argued the plaintiff had an obligation to seize or sell the collateral before pursuing payment.

The court rejected this defence, noting the guarantees expressly allowed the lender to pursue the guarantor without exhausting recourse against the lessee or security.

Summary judgment was granted for the principal amount and accrued contractual interest, with post-judgment interest set at the statutory rate.

The plaintiff commercial lender brought a motion for summary judgment against the defendants for outstanding loans and guarantees totaling over $900,000.

The individual defendant sought an adjournment and leave to amend third-party claims against former lawyers and other parties, which the court denied as duplicative and irrelevant.

On the summary judgment motion, the defendant argued the plaintiff had a duty to realize on the collateral before enforcing the guarantees.

The court rejected this defence, finding the guarantees were absolute and unconditional, and granted summary judgment for the debt and possession of the collateral properties.

The applicant leased a scissor lift to a construction company, which agreed to name the applicant as an additional insured on its commercial general liability policy but failed to do so.

After an inspector was injured using the lift, the applicant sought a declaration that it was an 'Unnamed Insured' under the respondent insurer's policy and entitled to a defence and indemnity.

The court found that while the applicant met the definition of an 'Unnamed Insured', the policy contained an unambiguous restriction limiting coverage to liability arising out of operations performed in connection with a contract performed for the applicant.

Since the inspection was performed for the property owner and not the applicant, the application for coverage was dismissed.

The plaintiffs commenced an action for breach of contract in 2018 and the defendant counterclaimed.

After pleadings were exchanged, a trial record was served, and discoveries were held, the plaintiffs brought a motion to stay the action and refer the dispute to arbitration pursuant to an arbitration clause in the parties' agreement.

The court dismissed the motion, finding that the plaintiffs had waived their right to arbitration by initiating the claim and taking significant steps in the litigation, and that ordering arbitration at this late stage would be unfair to the defendant.