James Zibarras

An appeal concerning the interpretation of a term in an amended Agreement of Purchase and Sale.

The appellant challenged the application judge's interpretation of a contractual provision.

The Court of Appeal applied the deferential standard of review established in Creston Moly Corp. v. Sattva Capital Corp. and found no palpable and overriding error in the application judge's findings of fact or interpretation of the impugned provision.

The appeal was dismissed with costs awarded to the respondent.

The appellants appealed a decision of the Electrical Safety Authority Review Panel suspending their Master Electrician and Electrical Contractor licences for 90 days.

The Review Panel found the appellants breached several rules of the Electrical Safety Code, including failing to obtain inspection permits, failing to obtain authorization to reconnect power, installing incorrect equipment, and charging grossly excessive fees.

The Divisional Court dismissed the appeal, finding that the Review Panel's interpretation of the Code was reasonable, the appellants had sufficient notice of the allegations against them, and the remaining issues were questions of fact over which the court had no jurisdiction.

The plaintiffs sought an interim injunction to restrain the defendants, including a former shareholder and several former employees, from competing against the plaintiff company and soliciting its clients and employees.

The court found that the former shareholder breached the restrictive covenants in the unanimous shareholder agreement and his fiduciary duties by orchestrating a plan to use confidential information to divert business to a newly formed competitor.

The court applied the strong prima facie case standard for the first branch of the RJR-MacDonald test and found that the plaintiffs established a strong case, would suffer irreparable harm, and that the balance of convenience favoured granting the injunction.

The court granted the injunction against the former shareholder and the former employees, enjoining them from using confidential information and competing in association with the former shareholder.

The appellants appealed an order dismissing their motion for leave to commence a derivative action under the Business Corporations Act (OBCA) as statute-barred.

The Court of Appeal determined it lacked jurisdiction to hear the appeal, as section 255 of the OBCA directs appeals of orders made under the Act to the Divisional Court.

The appeal was transferred to the Divisional Court.

This is a costs judgment following a dispute over the face value of a vendor take-back (VTB) mortgage, which was contingent on a development application that ultimately failed.

The plaintiff (mortgagor) successfully argued that the defendant (mortgagee) acted high-handedly and abused process by initiating Power of Sale proceedings for the full face value despite the known contingency, and by raising spurious allegations.

The court found the plaintiff entitled to costs, departing from a standard mortgage cost clause due to the defendant's conduct.

The plaintiff was awarded $50,000 for fees and $8,746.82 for disbursements, with the court noting some "over-lawyering" by the plaintiff's counsel but emphasizing the defendant's inappropriate behaviour.

The appellants appealed a summary judgment order, arguing the motion judge erred by granting it despite a viable set-off defence and inconsistently allowing the counterclaim to proceed.

The Court of Appeal dismissed the appeal, finding the motion judge reasonably exercised his discretion.

The appellants had failed to provide evidence of their damages claim after being given a year to do so, leaving only an unsubstantial punitive damages claim.

The defendant by counterclaim, ONEnergy Inc., sought leave to appeal an order dismissing its motion to strike the claims asserted against it by the plaintiff by counterclaim.

The underlying claim alleged oppressive conduct and sought a constructive trust over assets transferred to ONEnergy.

The Divisional Court denied leave to appeal, finding no conflicting decisions under Rule 62.02(4)(a) and no reason to doubt the correctness of the order or matters of general importance under Rule 62.02(4)(b).

The appellants, concert promoters, sued Bell Media for breach of contract, promissory estoppel, and breach of fiduciary duty after Bell refused to sell them radio advertising.

The motion judge struck the claims, denying leave to amend the breach of fiduciary duty claim.

On appeal, the appellants sought leave to amend their claim based on a failure to contract.

The Court of Appeal dismissed the appeal, holding that a failure to contract in these circumstances does not qualify as a breach of fiduciary duty, and thus the proposed amendment would not cure the defect.

A dispute arose after the defendant purchased a winning $2 million scratch lottery ticket while in a romantic relationship with the plaintiff and living with her parents.

The plaintiff claimed the parties had agreed to share lottery winnings, while the parents argued they owned the winnings because the ticket was purchased using their company's debit card.

The court held that the evidence did not establish any express or implied agreement between the romantic partners to share the winnings and rejected claims of constructive trust or unjust enrichment.

The court further found that the parents had implicitly permitted the debit card use and had no entitlement to the proceeds.

The winnings belonged solely to the defendant, subject only to a small damages award relating to a lost deposit caused by a freezing order obtained by the plaintiff.

The plaintiff supplier moved for summary judgment to recover a liquidated debt for packaging products delivered under purchase orders totaling over US$280,000.

The defendants asserted a counterclaim alleging the plaintiff bribed a purchasing employee to manipulate purchasing practices, causing losses exceeding $1.7 million.

After previously granting the defendants an opportunity to provide evidence of damages, the court found the defendants had failed to produce expert or analytical evidence establishing material damages.

The court held that the evidence supported only a potential claim for unliquidated punitive damages and did not justify delaying payment of the uncontested debt.

Summary judgment was granted to the plaintiff for the liquidated claim, the defence of set‑off was dismissed, and the counterclaim was permitted to proceed to trial.

The appellant appealed a decision upholding a Master's finding that the appellant owner repudiated a construction contract.

The Master found that the contract evolved over time due to multiple plan changes, requiring the owner to act reasonably and renegotiate construction milestones.

The Divisional Court dismissed the appeal, holding that the Master's conclusions were rooted in the evidence and the appeal judge correctly applied the palpable and overriding error standard of review.

The appellants appealed a trial judgment awarding the respondent damages for wrongful dismissal and the value of his shares under a shareholders' agreement.

The Court of Appeal upheld the trial judge's findings that the respondent's shares had not been validly purchased upon his termination and that he was entitled to participate in the proceeds of the company's subsequent sale.

The court also upheld the trial judge's refusal to reduce wrongful dismissal damages for failure to mitigate.

However, the court allowed the appeal in part, setting aside the award for dividends on Class B preferred shares because the respondent's option agreement explicitly precluded dividend rights until the option was exercised.