David Greenwood

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.

Following the dismissal of the defendant's motion for partial summary judgment, the successful plaintiff sought costs on a substantial indemnity basis.

The court declined to award elevated costs, noting the plaintiff's conduct contributed to the motion's circumstances, including an unsuccessful adjournment request.

Costs were fixed at $10,000 on a partial indemnity basis, payable within 30 days.

The plaintiff brought an action for wrongful dismissal, human rights damages, and intentional infliction of mental suffering against his employer and its principal, as well as against a related corporation, claiming they were common employers.

The related corporation brought a motion for partial summary judgment to dismiss the action against it.

The court dismissed the motion, finding that this was not one of the rare cases where partial summary judgment is appropriate, as the claims against the moving party were factually intertwined with the claims against the other defendants, creating a material risk of inconsistent findings.

The plaintiff, a senior executive employed for approximately 14 months, sought damages for unpaid compensation allegedly owed under an employment agreement, including a relocation payment, termination pay, a retention bonus, and an annual incentive program payment.

The court interpreted the relocation clause using the contractual interpretation principles articulated in Sattva and held the plaintiff had not moved his primary residence to Toronto, as he maintained his family home and tax residency in the United States while commuting.

The court also rejected arguments that termination and bonus provisions were void for potential violations of the Employment Standards Act, finding no actual or possible statutory breach in the circumstances.

Because the plaintiff had mitigated his losses and was not actively employed on the relevant payout dates, he was not entitled to the claimed payments.

All claims were dismissed.

The plaintiff brought a motion for summary judgment seeking repayment of transition loans totaling over $1.8 million made to the defendant financial advisor.

The defendant argued the repayment terms were unenforceable because they were provided after the business relationship commenced and lacked consideration, and that the relationship was actually employer-employee.

The court dismissed the motion, finding a genuine issue for trial given the late delivery of the repayment schedule and the potential inconsistency with the defendant's pending counterclaim.

The plaintiff, a 56-year-old Director of Business Development with 22.5 years of service, was terminated without cause by the defendant pharmaceutical company.

On a motion for summary judgment, the court determined the reasonable notice period to be 24 months, considering the plaintiff's senior role and the specialized nature of his employment.

The court also awarded damages including a 2% salary increase and a bonus based on the average of the two years prior to termination.

The court ordered that any income earned by the plaintiff during the post-judgment notice period be held in trust and paid to the defendant upon the expiry of the notice period.

The applicants sought an order appointing an arbitrator under a Shareholder Purchase Agreement containing a mandatory arbitration clause following the purchase of a real estate brokerage.

The dispute concerned alleged improper bookkeeping and tax liabilities discovered after the closing of the transaction, which the applicants alleged breached the respondent’s representations, warranties, and indemnities.

The respondent argued that a prior mutual release resolving earlier litigation extinguished the agreement and barred the claims.

The court held that the claims were discovered after the release and were not covered by it, and that the dispute was at least arguable within the scope of the arbitration clause.

The court appointed an arbitrator and directed the dispute to arbitration.