7 total
Court finds third‑party unit purchase offer bona fide; right‑of‑first‑refusal challenge fails.
The applicant general partner sought a declaration that a third‑party offer to purchase limited partnership units was not bona fide and was a sham designed to trigger right‑of‑first‑refusal provisions in a partnership agreement.
The applicant argued the offer was structured to allow a particular limited partner to obtain sufficient units to gain a veto over extraordinary resolutions requiring 75% approval.
The court considered the legal test for bona fide offers in the context of rights of first refusal, including whether the offer was made in good faith, genuine, and not a sham.
The court held that the offer was a legitimate third‑party offer at a reasonable price and that the evidence did not establish an absence of bona fides.
The application for a declaration was dismissed.
Contract interest clause limited to 5% annually under Interest Act; modest costs awarded.
Following a construction lien trial in which the lien claim was declared expired but the plaintiff obtained a modest breach of contract judgment, the court determined issues of prejudgment interest and costs.
The court held that a contractual rate of 2% per month triggered s. 4 of the Interest Act, limiting recoverable interest to 5% per annum because the rate was expressed for a period shorter than a year.
On costs, the court considered Rule 49 settlement offers, proportionality, and the Construction Lien Act provisions governing cost awards.
Although the defendant succeeded on major issues at trial, the plaintiff had limited success and the settlement offers materially affected the analysis.
Weighing all factors, the court awarded the plaintiff partial indemnity costs of $2,000.
Subcontractor liable for foreseeable pipe damage; lien expired for late registration.
A subcontractor sought payment under the Construction Lien Act for drilling and installing underground pipe and claimed extras relating to replacement of damaged pipe and investigation work.
The defendant contractor asserted a set-off, alleging the subcontractor negligently caused pipe damage during installation by continuing to pull the pipe despite encountering an obstruction.
The court held that the damage was reasonably foreseeable and that the subcontractor breached the subcontract by continuing the pull instead of investigating the obstruction.
The contractor did not waive its right of set-off by signing a repair extra, as the contract language did not clearly abrogate common law set-off rights.
After applying deductions and set-offs, the court found a reduced amount payable to the subcontractor and declared the construction lien expired because repair work does not extend lien rights.
Appeal to set aside default judgment dismissed due to unexplained delay and lack of plausible explanation.
The appellant appealed an order dismissing his motion to set aside a default judgment in a construction lien action.
The action against the appellant was based on a personal guarantee of a corporate defendant's obligations.
The Divisional Court upheld the master's decision, finding that service by registered mail complied with the Construction Lien Act.
The court also agreed that the appellant failed to meet the three-pronged test to set aside a default judgment, specifically failing to provide a plausible explanation for the default and delaying eight months before bringing the motion.
The appeal was dismissed.
First contract arbitration directed where employer unreasonably insisted on discharging employees without just cause.
The applicant union applied under section 40a of the Labour Relations Act for a direction to settle a first collective agreement by arbitration.
The parties had reached an impasse over the employer's insistence on a clause allowing it to discharge employees without just cause upon payment of severance.
The Ontario Labour Relations Board found that the employer's position was uncompromising and without reasonable justification, as it undermined the fundamental job security typically provided by a collective agreement.
The Board also dismissed the employer's arguments that the union had abandoned its bargaining rights and lacked standing, finding that a valid union merger had occurred.
The Board directed the settlement of the first collective agreement by arbitration.
Employer's insistence to impasse on a clause allowing discharge without just cause does not constitute bad faith bargaining.
The union filed a complaint alleging the employer bargained in bad faith contrary to section 15 of the Labour Relations Act by failing to table a monetary offer and by insisting to impasse on a clause allowing discharge without just cause upon payment of severance.
The Board dismissed the complaint, finding that the union had never requested a monetary offer.
Regarding the discharge clause, the Board held that it does not monitor the content of bargaining proposals unless they are illegal or indicate surface bargaining.
Since a clause permitting discharge without cause is not per se illegal, the employer's insistence on it did not violate the duty to bargain in good faith.
Application to terminate union bargaining rights dismissed as employee petitions were found not voluntary.
The applicants sought a declaration terminating the bargaining rights of the respondent trade union under section 49 of the Labour Relations Act.
The application was supported by petitions signed by employees.
The Board found that the petitions were circulated shortly after the employer posted a memorandum questioning employee support for the union's dues check-off request.
Given the circumstances, including the collection of signatures on company premises during working hours and unsolicited management suggestions to consult lawyers, the Board could not be satisfied that the petitions represented a voluntary expression of employee wishes.
The application was dismissed.
