Christopher J. Cosgriffe

The appellant, a former officer and director of the respondent company, sued for reimbursement of cash advances and the value of shares transferred to consultants.

The trial judge dismissed the action, finding that an agreement between the parties made repayment of the cash advances conditional on the company raising $10 million in equity financing, which had not occurred.

The trial judge also rejected the unjust enrichment claim regarding the shares.

On appeal, the appellant argued the trial judge misinterpreted the agreements, relied on an unpleaded agreement, and erred in the unjust enrichment analysis.

The Court of Appeal dismissed the appeal, upholding the trial judge's interpretation of the financing agreements and finding no error in the conclusion that the respondent was not unjustly enriched.

The appellant vendor agreed to sell commercial land to the respondent purchaser, conditional on obtaining severance approval under the Planning Act.

The Committee of Adjustment granted severance but required the vendor to construct and dedicate a road extension.

The vendor attempted to terminate the agreement, arguing the condition was unreasonable and frustrated the contract.

The purchaser sued for specific performance.

The Court of Appeal upheld the trial judge's decision granting specific performance, finding that the contract clearly obligated the vendor to obtain necessary consents at its expense, the doctrine of frustration did not apply as the condition was foreseeable, and the property was unique.

The appellant appealed the dismissal of his claims regarding the distribution of proceeds from two estate-freeze trusts.

The appellant was a potential beneficiary, but the trustees exercised their broad discretion to deny him any benefit.

The appellant argued there was a triable issue of breach of trust and fraud on a power.

The Court of Appeal dismissed the appeal, finding no triable issue of breach of trust given the trustees' broad discretion.

The Court further held that even if the distribution were set aside for fraud on a power, the trustee would retain discretion and had made it clear he would not exercise it in favour of the appellant.

Following an earlier appeal allowing the appellants' challenge to a trial judgment in a constructive dismissal and shareholder buyout dispute, the court resolved two outstanding issues arising on settlement of the order.

The court held that the “Effective Date” under the shareholders’ agreement was the date the appeal reasons were released, because that was when judgment on the counterclaim was finally and effectively determined.

The court further held that no prejudgment interest was payable before that date, but postjudgment interest was payable from and after that date at the statutory rate under the Courts of Justice Act.

The court also directed payment out of court to the bank of funds previously paid into court.