Christopher McClelland

The appellant, Toronto Wholesale Produce Association (TWPA), appealed a trial judgment finding it breached a Sale and Maintenance Agreement (SMA) with the respondent, ID Inc., regarding the conversion of a billboard to a digital sign.

The trial judge had awarded ID Inc. damages for lost profits, finding the SMA had not expired and that TWPA had waived or was estopped from relying on the expiry provision.

The Court of Appeal allowed the appeal, holding that the trial judge erred in her contractual interpretation by injecting a fault concept into the plain language of the SMA, which clearly stated the agreement would terminate if a permit was not obtained within 360 days.

The Court also found no evidence to support waiver or estoppel.

ID Inc.'s cross-appeal regarding an alleged separate oral agreement was dismissed, as the trial judge correctly applied the objective test for contract formation.

The action against TWPA was dismissed.

ID Inc. brought a motion to quash part of an appeal by the Toronto Wholesale Produce Association (TWPA), arguing the appeal was out of time because the judgment for damages was "pronounced" earlier than the final judgment date.

The TWPA opposed and brought a cross-motion for an extension of time if necessary.

The Court of Appeal dismissed ID Inc.'s motion, finding that there was only a single judgment, not two, and therefore the appeal was not out of time.

The TWPA's cross-motion was dismissed as moot.

The Court of Appeal for Ontario reconsidered its prior decision in light of a Supreme Court of Canada remand order, which directed disposition in accordance with *Matthews v. Ocean Nutrition Canada Ltd.* The original appeal concerned whether a wrongfully dismissed employee was entitled to hold shares and receive share bonuses during the reasonable notice period, as determined by a motion judge.

The Court of Appeal had previously found against the employee.

Upon reconsideration, the court affirmed its earlier decision, holding that *Ocean Nutrition* applies to damages arising from a breach of an employment contract, whereas the employee's claim to shares and share bonuses arose from his rights as a shareholder under a Shareholders' Agreement, not as an employee.

The appellant, CIBC World Markets Inc., appealed a trial judgment that found it liable for trading losses incurred by the respondents, Montrose Hammond & Co. and The Raillery Fund LP, due to the negligence of Belzberg Technologies Inc.'s employees.

CIBC argued the trial judge erred in interpreting exclusion clauses in their contract and in finding Belzberg to be CIBC's apparent agent.

The Court of Appeal dismissed the appeal, upholding the trial judge's interpretation that the exclusion clauses did not apply to the circumstances and that Belzberg acted as CIBC's apparent agent, leading to the respondents' detriment.

The appellant appealed the trial judge's dismissal of her action seeking to invalidate two wills of her great-aunt on grounds of lack of testamentary capacity, lack of knowledge and approval of contents, and undue influence.

The appellant contended that the trial judge misapprehended the medical evidence regarding testamentary capacity and failed to distinguish between capacity to manage property and testamentary capacity.

The Court of Appeal upheld the trial judge's findings, holding that the appellant failed to establish special circumstances to rebut the presumption of testamentary capacity and that the trial judge's conclusion was fully supported by the evidence.

The plaintiff brought a motion for partial summary judgment in a wrongful dismissal action seeking findings that he was wrongfully dismissed, the determination of a reasonable notice period, and damages for pay in lieu of notice.

The defendant employer argued that the dismissal was for just cause and that multiple factual disputes required a trial.

The court reviewed the summary judgment framework under Rule 20 of the Rules of Civil Procedure and the guidance from Hryniak v. Mauldin regarding fair and proportionate adjudication.

The court held that genuine issues requiring trial existed, including disputes regarding workplace misconduct, warnings, after-acquired cause, and mitigation.

Because resolution would require credibility findings and testimony from multiple witnesses, summary judgment was inappropriate.

In a motion arising from an application relating to municipal council conduct, the court addressed refusals made during examinations for discovery and whether the applicant must disclose the identity of individuals financing the litigation.

Respondent councillors had refused to answer questions about matters discussed during closed municipal council meetings under s. 239 of the Municipal Act.

The court held that in camera municipal meetings are not cloaked with confidentiality and that councillors may be required to disclose what transpired, subject only to solicitor-client privilege.

The court also ordered the applicant to disclose the identity of the person or persons who funded the legal retainer, rejecting claims that solicitor-client or litigation privilege protected the identity of the financiers.