James M. Wishart

The plaintiff, 6071376 Canada Inc., invested 40% of the closing funds for a commercial property (the "Hull Project") in exchange for 40% of its net income and net value upon sale.

Title was held by defendant 3966305 Canada Inc., whose sole director and shareholder was defendant Mahmood Khedmatgozar.

Mahmood sold the property without the plaintiff's knowledge, using the proceeds to purchase another property, and repeatedly lied to the plaintiff about the project's status for over six years.

The court found that the defendants owed fiduciary duties to the plaintiff and that Mahmood was personally liable due to piercing the corporate veil, having used 3966305 Canada Inc. as his alter ego to misappropriate funds.

The plaintiff was awarded 40% of the Hull Project's net sale proceeds and net rental profits, plus prejudgment interest.

The defendants' limitation defence was rejected.

Mahmood was ordered to pay $200,000 in punitive damages for his outrageous and reprehensible conduct.

The defendants/plaintiffs by counterclaim, Canopy Growth Corporation and Canopy Hemp Corporation ("Canopy"), brought a motion seeking preliminary relief in relation to pending summary judgment motions.

Canopy sought an order adjourning the summary judgment motions, establishing a discovery plan, ordering specific document production, and examinations of non-parties.

The plaintiff and defendants by counterclaim opposed the motion.

The court, applying the principles from Hryniak v. Mauldin, found that the summary judgment motions were not simple questions of law and contractual interpretation and that Canopy required some evidence to respond fairly.

The court ordered specific document production from the defendants by counterclaim and examinations of non-parties Vic Neufeld and John Cervini under Rule 39.03, but declined to order a full discovery plan or affidavits of documents.

The court also clarified its lack of jurisdiction to adjourn a judge's summary judgment motion or vary a judge's timetable.

The court was tasked with determining the fair market value of Thomas Scullion's 50% shareholding in the Munro & Scullion group of companies as a remedy for corporate deadlock and oppression.

The parties had agreed that Paul Munro would purchase Scullion's interest at fair market value, which was to be established by the court.

While the parties generally agreed with a court-appointed valuator's mid-range valuation of $4,348,800, Scullion sought to increase this based on three specific issues: bonding, catch basin revenues, and property valuations.

The court rejected Scullion's arguments, finding his claims speculative or based on flawed appraisal methodologies, and ultimately accepted the original valuation.

The Ottawa Convention Centre Corporation (OCCC) sued treefort Hip Productions Inc. (treefort) for an unpaid balance from the 2015 Ottawa Wine and Food Festival, and treefort counterclaimed, alleging OCCC breached long-term contractual obligations regarding hosting, scheduling, and booking protection.

The court found that the contractual relationship was limited to annual license agreements, which contained entire agreement clauses.

OCCC's repeated warnings that dates were not guaranteed, and the asset purchase agreement's terms, negated treefort's claims of implied long-term covenants.

The court dismissed treefort's counterclaim and granted OCCC judgment for the outstanding balance plus interest.

The appellants appealed a motion judge's decision dismissing their limitations defence in an action brought by the respondent for improper use of confidential and proprietary information disclosed in 2002.

The respondent filed its action on September 9, 2011.

The motion judge found that the respondent's obligation to exercise due diligence was not triggered prior to April 2009, and that exposure to the appellants' affairs through a consultant's work was insufficient to constitute actual notice or trigger a duty to investigate.

The Court of Appeal upheld the motion judge's decision, finding no palpable and overriding errors of fact or law, and affirmed that the respondent could not have discovered its claim until September 11, 2009, when exercising reasonable diligence.

The defendant, Renfrew Power Generation Inc. (RPG), brought a motion to decertify a class action alleging trespass due to shoreline erosion caused by a raised lake level.

The original certification was based on the understanding that a 107.5 Contour Line defined all class members' property boundaries.

New survey evidence, obtained after certification, revealed that many class members' boundaries were not defined by this contour line, but by metes and bounds or other methods, and that RPG acquired flooding rights through various means not uniformly affecting all properties.

The court found that the common issue, as certified, was no longer necessary or a substantial ingredient for each class member's claim, as individual property boundary determinations were required.

The motion to decertify was granted.

The plaintiff sued for unpaid invoices related to an environmental remediation project in Ontario.

The defendants moved to stay or dismiss the action, arguing lack of jurisdiction and relying on a forum selection clause (FSC) designating California courts.

The court found that while it had jurisdiction, the FSC was not a term of the contract for the majority of the unpaid invoices, its language was unclear regarding California as an exclusive forum, and there was insufficient evidence that the purchase orders were issued in California.

The defendants' motion was dismissed.

The defendants moved for summary judgment to dismiss the plaintiff's claim based on the expiration of the limitation period.

The plaintiff alleged misappropriation of software and breach of non-disclosure agreements and fiduciary duties.

The court applied the discoverability principle under the Limitations Act, 2002, finding that the plaintiff did not discover its claim until September 11, 2009, when it confirmed the defendants authored the disputed software.

Consequently, the action, commenced on September 9, 2011, was within the two-year limitation period.

The court dismissed the limitation defense, granting partial summary judgment to the plaintiff.

Secondary issues regarding discovery were adjourned or left to the trial judge.

A former corporate director sought an order requiring the corporation to prepay legal expenses incurred in defending a civil action brought by a shareholder alleging non‑payment of promissory notes and related debt.

The applicant relied on a broad indemnity agreement providing indemnification and advancement of costs incurred by reason of acting as a director or officer.

The court held that, assuming the pleadings to be true, the legal proceedings against the applicant could have arisen from corporate disputes and attempts to force his resignation as chair of the board.

Because the indemnity agreement contemplated advancement of expenses unless bad faith was established and no such finding was made, the applicant was entitled to prepayment of reasonable legal costs subject to later repayment if indemnification was ultimately denied.

In a class proceeding, the plaintiffs sought directions for a modified trial procedure to determine the first certified common issue concerning the interpretation of licences of occupation and whether they established a fixed property boundary through a contour line.

The defendant argued the issue should proceed by way of a summary judgment motion supported by affidavits and expert reports.

The court considered the “full appreciation” test for summary judgment and the anticipated need for contested expert survey evidence.

Concluding that summary proceedings would not allow adequate assessment of the expert evidence, the court directed that the common issue proceed by a modified trial procedure with expert reports, an agreed statement of facts, limited discovery, and viva voce expert testimony.

Case management conferences were ordered to establish timelines and further procedural directions.

The Court considered whether defendants could seek dismissal under Ontario Rule 21.01(3)(a) based on arbitration and forum selection clauses after delivering a statement of defence.

It held that a defence pleading the foreign forum clause does not itself bar a subsequent Rule 21 motion, provided the motion is brought promptly.

Applying the strong-cause framework for displacing contractual forum clauses, the Court found no basis to refuse enforcement.

The appeal was dismissed with costs.