Arlen K. Sternberg

The appellants appealed a summary judgment ordering them to pay the respondent for the redemption of preference shares.

The appellants argued that an oral collateral agreement delayed the payment obligations until the completion of a separate share sale, and that the respondent's interference in that sale justified equitable set-off.

The Court of Appeal dismissed the appeal, holding that the alleged collateral agreement contradicted the clear terms of the written redemption agreement and guarantee, which included an entire agreement clause.

The court also found that equitable set-off was expressly precluded by the guarantee and that the motions judge did not exceed her jurisdiction in granting summary judgment.

The appellant association appealed a Divisional Court decision dismissing its application for judicial review.

The respondent race track owner had excluded certain licensed members of the appellant from racing at its track, citing private property rights.

The Ontario Racing Commission declined jurisdiction to hold a hearing on the matter, believing it could not interfere with private property rights.

The Court of Appeal allowed the appeal, holding that the Commission's broad statutory powers to govern and regulate horse racing in the public interest necessarily included the power to make decisions that incidentally affect private property rights.

The Commission was directed to hold a hearing.