Chris E. Reed

In competing applications, the parties sought interpretation of a Purchase and Sale Agreement concerning a commercial property.

Integration International Capital Limited (IICL) contended it was entitled to a $293,000 deduction from the purchase price related to replacing a landscaping Letter of Credit (LOC), and sought damages.

Helmsbridge Holdings ULC (Helmsbridge) sought specific performance to compel IICL to replace the LOC, arguing no such deduction was warranted.

The court found that the $293,000 was not an adjustment to the purchase price and that IICL's failure to replace the LOC or provide cash collateral meant it owed the full purchase price.

The court also denied specific performance to Helmsbridge, ruling that damages had not yet accrued and the remedy was not appropriate given the contingent nature of the liability.

Both applications were dismissed.

This is an appeal concerning the interpretation of an assignment agreement related to parking lot revenue.

The appellant, 200 Ferrand Realty Limited, and the respondent, 1284225 Ontario Limited, shared revenue from a parking lot. 1284225 Ontario Limited, despite having assigned its rights, attempted to negotiate new parking rates with the parking space provider.

The application judge implied a term into the parking agreement granting 1284225 Ontario Limited participative status in rate setting, without providing parties an opportunity to be heard on this issue.

The Court of Appeal allowed the appeal, finding no basis for the implied term, and held that 1284225 Ontario Limited, not being a party to the parking agreement, had no right to participate in rate formulation or negotiation.

The court clarified that 1284225 Ontario Limited's interest is governed by 200 Ferrand Realty Limited's duty of good faith under the assignment agreement.

CS Capital Limited, a secured creditor and mortgagee, brought a motion seeking a declaration that its mortgage had priority over construction lien claims on a property.

The court dismissed the motion, finding that the mortgage was not registered prior to the time the first lien arose in respect of the overall improvement project.

Furthermore, the court determined that the mortgage was a collateral mortgage securing a guarantee of a separate debt, and therefore no "advance" was made in respect of it for the purposes of priority under the Construction Act.

This appeal concerned the interpretation of a parking agreement's rate calculation clause and the determination of new parking rates.

The Court of Appeal found that the application judge erred by deeming the clause unambiguous despite fundamental undefined terms, and by improperly relying on inadmissible hearsay evidence while rejecting expert evidence.

The appeal was allowed, the lower order set aside, and the Court re-interpreted the clause, establishing the monthly parking rates based on the appellants' expert evidence.

Downing Street Financial Inc. sought leave to appeal an order dismissing its motion for summary judgment and granting summary judgment to the responding parties, which dismissed an action related to a co-tenancy agreement and alleged fraudulent conveyances/preferences under the Bankruptcy and Insolvency Act and other provincial statutes.

The Court of Appeal dismissed the motion for leave to appeal, finding that the proposed appeal was not prima facie meritorious and did not raise issues of significance to insolvency practice.

The court upheld the motion judge's findings that the parties dealt at arm's length and that deadlocked shareholders do not have de jure control for the purposes of the BIA, and that there was no intent to defeat creditors.

The Monitor in a CCAA proceeding sought an order to reject an amended claim filed by Wellesley Residences (2014) Corp., KJ Equity Inc., and Yonge-Abell Partnership.

The court applied the Blue Range test for accepting late or amended claims, which considers inadvertence, good faith, and prejudice.

The court found that the claimants failed to demonstrate inadvertence or good faith, noting that the amended claim was a new claim, not a particularization of the original placeholder, and that the claimants' principals were involved in the transactions triggering the claim but failed to disclose them for years.

The court also found relevant prejudice due to the delay impacting negotiated interim distributions.

The motion was granted, and the amended claim was rejected.

This judgment addresses two related applications concerning the interpretation of a Parking Agreement and an Assignment Agreement.

The primary issues involved determining the correct formula for calculating parking rates, the necessity and admissibility of expert evidence, whether retroactive payments were due, and the authority of the parties to negotiate and fix parking rates.

The court interpreted the Parking Agreement to require rates based on commercial, bona fide, arm's length public parking rates, not landlord-to-tenant rates.

It rejected expert evidence as unnecessary for rate determination and found the submitted evidence from both sides deficient.

The court ordered retroactive payments from June 1, 2019, and implied a good faith obligation for all parties to negotiate the parking rate, clarifying that neither 1284225 Ontario Limited nor 200 Ferrand Realty Limited could unilaterally negotiate or impose rates.

This appeal concerned the interpretation and application of termination provisions in a lease agreement for solar panels.

The appellants (homeowners) purported to terminate the lease and redirect payments from the Local Distribution Company (LDC) to themselves, leading the respondent (Grasshopper Solar Corporation) to sue for breach of contract.

The motion judge granted summary judgment for Grasshopper, finding the appellants in breach, and awarded equitable damages based on a non-contractual buy-out formula.

The Court of Appeal dismissed the appeal of the summary judgment, affirming the appellants' breach, but allowed the appeal on damages, finding the motion judge erred by imposing a buy-out not rooted in the lease.

The Court ordered the appellants to repay the wrongfully redirected LDC payments and ruled that the solar equipment was abandoned by Grasshopper, with encumbrances to be removed.

This action arose from a townhouse development project where Sundance Development Corporation (construction manager) and Islington Chauncey Residences Corp. (developer) disputed their services agreement.

Sundance claimed unpaid fees and for materials, asserting Islington repudiated the contract.

Islington counterclaimed for excess construction management costs and damages due to Sundance's alleged negligent management.

The court found that Islington did not repudiate the contract and that Sundance breached the agreement by unilaterally withdrawing services and demanding payments not yet due.

Sundance's claims and lien were dismissed.

Islington's counterclaim was partially granted for replacement construction management costs, steel column rectification, and sprinkler head changes due to Sundance's negligence, resulting in a net judgment in Islington's favour.

The plaintiffs (over 200 individuals) alleged fraud and misappropriation of $47 million by the defendants (Moninder Khudal, his wife Ramampreet Joshi, and sons Sharanbir and Yashbir Khudal).

A Mareva injunction was granted and subsequently amended.

The defendants moved to vary the injunction to release additional funds for legal/accounting fees, vacate the injunction against the sons, and release post-injunction earnings.

The plaintiffs cross-moved to reduce living expenses to zero and amend their Statement of Claim.

The court applied the four-part Credit Valley test for varying a Mareva injunction.

The court denied the defendants' requests for additional funds for legal/accounting expenses, finding they failed to show no other assets were available and did not make full disclosure.

The court also denied vacating the injunction against the sons, noting their lack of candor regarding financial support from family.

The court reduced the defendants' monthly living expenses from $8,000 to $3,000, acknowledging the undisclosed financial support from family.

The plaintiffs' request to amend the Statement of Claim and for substituted service was granted.

Costs were awarded to the plaintiffs.

The appellants appealed a motion judge's order striking paragraphs from their amended statement of defence.

The primary issue was whether leave to appeal was required under section 13 of the Companies’ Creditors Arrangement Act (CCAA) and, if so, whether it should be granted.

The Court of Appeal applied a purpose-focused inquiry, concluding that the motion judge's order was 'made under' the CCAA because it was incidental to the CCAA proceedings and impacted the restructuring.

Consequently, leave to appeal was required.

The court then denied leave, finding that the appellants did not meet the criteria for granting leave, as the appeal lacked prima facie merit, was not of significant interest beyond the parties, and would unduly hinder the progress of the action and CCAA proceedings.

The appellant, Stoney Creek Centre Inc., appealed a judgment requiring it to pay the $3 million face amount of a mortgage, plus interest, to discharge it, rather than the approximately $2.7 million actually advanced.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the application judge's interpretation of the mortgage financing agreement.

The court held that the parties had expressly agreed that the borrower would bear the lender's financing costs, making the full face value of the mortgage payable.

The court-appointed Receiver brought a motion to approve a marketing and sale process by tender for undeveloped commercial property.

The respondent debtor brought a competing motion seeking an order directing the Receiver to accept a specific offer from its financial backer.

The court approved the Receiver's proposed process, finding it fair, transparent, and commercially reasonable, and dismissed the debtor's motion, noting the proposed process would optimize the chances of securing the best possible price for all stakeholders.

The applicant brought an application within an ongoing oppression remedy proceeding seeking repayment of a shareholder loan.

The applicant sought to impose enterprise liability on related companies and personal liability on the estate of his former business partner.

The court found that the former partner had engaged in oppressive conduct by diverting corporate funds for personal benefit, defeating the applicant's reasonable expectations.

The court held the estate personally liable for the immediate repayment of $2,421,300 of the shareholder loan, but declined to impose enterprise liability on the related companies or personal liability on the estate trustee.

The applicant sought a declaration regarding the amount owed to discharge a commercial mortgage.

The mortgage had a face value of $3 million, but the net amount advanced was approximately $2.6 million after deducting the lender's financing costs.

The applicant argued it was only required to repay the net amount advanced.

The court held that the express terms of the Mortgage Financing Agreement required the applicant to repay the full $3 million face value, displacing the general equitable rule that a mortgagee can only recover the amount actually advanced.

The Plaintiff brought a motion seeking an affidavit of documents and discovery from one defendant (Aloe), further affidavits and discovery from other defendants, and leave to examine non-parties (Nick and Gerry De Luca and their counsel, James) for discovery regarding a disputed property (121 Evans Avenue).

The Defendants brought a cross-motion to amend their defence to withdraw certain admissions and to compel the Plaintiff to provide an accounting of lost profits and diverted assets.

The court granted the Plaintiff's request for further affidavits and discovery from some defendants (Chiappetta, Pulcini, M.J.R. Enterprises) but dismissed the requests for non-party discovery and discovery of Aloe.

The Defendants were permitted to amend their defence with restrictions on withdrawing admissions.

The Plaintiff was ordered to provide an accounting of diverted assets, but not lost profits, and only after the Defendants' discovery was complete.

Costs were awarded to the Plaintiff for parts of the motion.

This endorsement addresses an issue regarding the payment of costs from trust funds in a construction lien proceeding.

Quality Rugs of Canada Limited sought to have its previously awarded costs for a motion and action paid from the Trust Funds, which were established to secure claims of various lien claimants.

The court declined this request, affirming its prior costs endorsement.

The court reasoned that the issue had been previously decided, that "Other Lien Claimants" were not parties to Quality Rugs' specific proceeding and should not bear its costs, and that allowing such payment would create an impermissible priority for Quality Rugs' costs contrary to the rateable distribution provisions of the Construction Lien Act.

The appellant appealed a trial judgment finding him liable for civil fraud and ordering him to pay $30,526 plus costs.

The respondent had paid the appellant's CRA tax lien to clear title to a jointly owned family residence transferred to her pursuant to a family law settlement, and subsequently sued him after he declared bankruptcy, alleging his failure to disclose the tax debt constituted fraudulent misrepresentation.

The Divisional Court allowed the appeal and dismissed the action, finding the trial judge erred in law by applying a test for fraudulent non-disclosure rather than the strict four-part test for fraudulent misrepresentation, and made palpable and overriding errors of fact unsupported by the evidence.

This costs endorsement addresses three sets of costs arising from prior motions: Quality Rugs' unsuccessful claim for carriage/salvage costs, Quality Rugs' successful summary judgment motion, and Quality Rugs' costs of the action.

The court applied principles from the Courts of Justice Act and Rule 57.01 of the Rules of Civil Procedure, emphasizing proportionality and reasonable conduct.

Quality Rugs' claim for salvage costs was dismissed, with the court finding its tactics unreasonable and the claimed services not benefiting the lien class.

Consequently, Quality Rugs was ordered to pay partial indemnity costs to Carriage Counsel ($20,125 plus HST) and Casaco/Casimiro ($4,000 plus HST) for that motion.

For its successful summary judgment motion, Quality Rugs was awarded $7,500 plus HST from Casaco/Casimiro.

For the action, Quality Rugs was awarded $10,000 plus HST from Sedona Development Group (Lorne Park) Inc., Sedona Development Group Inc., Casaco Developments Inc., and Casimiro Holdings Inc. The court found Quality Rugs' overall costs claims to be disproportionate to the amount at stake and its conduct in pursuing salvage costs to be unreasonable, though not egregious enough for substantial indemnity.

The costs orders were subject to set-off.

The appellant appealed a decision of the Superior Court of Justice.

The Court of Appeal found no error in the motion judge's conclusion and dismissed the appeal with costs fixed at $8,000 inclusive of disbursements and HST, payable $4,000 to each respondent.