Jeffrey P. Hoffman

The defendant High Tide Inc. brought a Rule 21 motion to dismiss the action against it by Highland Cannabis Inc., alleging the claims were frivolous, vexatious, and an abuse of process, and that the pleaded torts of intrusion upon seclusion and conversion were not available.

The court found that the claims against High Tide Inc. were frivolous and vexatious, and that neither the tort of intrusion upon seclusion nor conversion applied to the facts of a data breach involving business sales data.

The motion was granted, and the action against High Tide Inc. was dismissed.

The applicant, a real estate salesperson, sought to invalidate a commission split agreement he entered into with a managing partner of his former brokerage.

He argued the agreement was an unreasonable restraint of trade and lacked consideration, seeking higher commissions on two specific property sales.

The court dismissed the application, finding the agreement was supported by consideration and did not restrict the applicant's ability to compete or solicit after leaving the brokerage.

The court also held that the applicant's claims were based on an incorrect interpretation of the contracts.

The appellant, 2161907 Alberta Ltd., appealed a lower court decision that found it had wrongfully terminated agreements with the respondent, 11180673 Canada Inc., and acted in bad faith, ordering payment of a $2 million branding fee.

The dispute arose when 216 refused to fund 111's rent, leading 111 to threaten not to open its cannabis store. 216 terminated the license agreement, citing a "threat to cease carrying on business." The Court of Appeal upheld the lower court's finding that 216's termination was invalid, interpreting the "threat" clause objectively in context.

However, the Court of Appeal set aside the finding of bad faith, clarifying that an incorrect belief in a valid termination right, even if motivated by a desire to end the relationship, does not automatically constitute bad faith when there is no knowing misrepresentation or deliberate creation of the breach.

The appeal regarding the sublease termination was dismissed as practically resolved.

The plaintiff purchaser brought a motion for leave to issue a certificate of pending litigation (CPL) against a commercial property after an aborted real estate transaction.

The defendants argued the plaintiff failed to close on the agreed-upon date and did not secure the required mortgage assumption.

The court found triable issues existed regarding whether time remained of the essence following multiple extensions and whether the mortgage assumption would have been approved.

Balancing the equities, the court granted the CPL, noting the property's uniqueness to the plaintiff's development plan and that damages would not be a satisfactory remedy.

The applicant licensor sought declarations that the respondent licensee breached a License Agreement, Sublease, and Loan Agreement for a cannabis retail store, justifying termination.

The respondent counter-applied for a $2,000,000 Branding Fee and damages for wrongful termination.

The court found that the applicant's termination was invalid and breached the duty of good faith, as it was based on a mere expression of frustration by the respondent after being given incorrect information about loan funding.

The court ordered the applicant to pay the Branding Fee, net of certain deductions, and awarded costs to the respondent.

The defendant moved for summary judgment to dismiss the plaintiff's action regarding the termination of several franchise and non-branded agreements for convenience stores at remote campsites.

The defendant argued it terminated the agreements in accordance with their clear provisions and a client's cost-cutting directive.

The plaintiff argued the termination breached the agreements, the defendant's Code of Conduct, and obligations of good faith, alleging the defendant terminated the agreements to appropriate the business for itself.

The court dismissed the motion, finding the plaintiff raised genuine issues requiring a trial.

The Applicant, FIP Munroe Inc., assigned its rights and obligations under an Agreement of Purchase and Sale (APS) to the Respondent, CC Capital Inc. A few days before closing, the Vendor claimed $100,000.00, which the Respondent subsequently withheld from the Assignment price payable to the Applicant.

The application sought a determination on whether the Respondent was entitled to deduct this $100,000.00 allowance.

The court, applying principles of contractual interpretation, found that the allowance was not an "adjustment" as defined in the APS and that the Assignment Agreement did not provide for such an adjustment based on Lease obligations.

The court concluded that withholding the amount would result in a windfall for the Respondent, as the allowance was an advance to be repaid by the Tenant through increased rent.

The application was granted, ruling that the Respondent was not entitled to withhold the $100,000.00.

The plaintiffs sought costs after successfully opposing an interlocutory motion by the defendants seeking to stay the action and refer the dispute to arbitration.

Both parties filed extensive materials and the motion occupied most of a court day.

Applying the principles governing costs under Rule 57.01(1) of the Rules of Civil Procedure and the guidance in Boucher v. Public Accountants Council for the Province of Ontario, the court considered the need for a fair and reasonable costs award proportionate to the proceeding.

Given that the plaintiffs were completely successful on a contested and significant motion, the court awarded costs on a partial indemnity basis.

Costs were fixed at $17,750 inclusive of disbursements and HST.

The respondents brought a motion to dismiss an application seeking rescission of a trademark licence agreement and damages on the basis that the agreement constituted a franchise agreement under the Arthur Wishart Act (Franchise Disclosure), 2000.

The applicants argued that the relationship was substantively a franchise requiring statutory disclosure.

The court held that the agreement was a single trademark licensing arrangement within the exemption in s. 2(3)5 of the Act and lacked the hallmarks of a franchise relationship, including significant operational control or assistance.

As the Act did not apply, the contractual forum selection and choice of law clauses favouring New York were enforceable.

The application was dismissed and costs awarded to the moving parties.

Franchisees commenced an action seeking rescission of a franchise agreement and related relief under the Arthur Wishart Act (Franchise Disclosure), 2000, along with damages for negligent misrepresentation.

The defendants moved to stay the proceeding and refer the dispute to arbitration pursuant to an arbitration clause in the franchise agreement.

The court held that several defendants were not parties to the arbitration agreement and therefore could not invoke the stay provisions under s. 7(1) of the Arbitration Act, 1991.

Given the presence of non‑signatory defendants and the risk of delay, duplication of resources, and inconsistent findings, the court declined to order a partial stay.

The motion to stay the action in favour of arbitration was dismissed.

The defendants sought leave to appeal an interlocutory order dismissing their motion to expunge references to an inadvertently disclosed privileged email from the plaintiff's statement of claim.

The plaintiff, a former employee, had received an email from management to the company's lawyers discussing her termination, which prompted her to claim wrongful dismissal.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no reason to doubt the correctness of the motions judge's conclusion that preserving the privilege would be unfair to the plaintiff, as the email fundamentally affected her state of mind and formed the basis of her claim.

The plaintiffs brought an action for rescission of a master franchise agreement and damages under the Arthur Wishart Act (Franchise Disclosure), 2000.

The defendants failed to provide a proper disclosure document and breached their duty of fair dealing.

The trial proceeded in the absence of the defendants.

The court granted the plaintiffs' claims, declaring the agreement rescinded and awarding damages for the franchise fees, operating losses, unpaid fees, and breach of the duty of fair dealing, along with costs.

The appellant franchisor appealed an order declaring that provisions in its standard franchise agreement requiring franchisees to release the franchisor from liability as a condition of renewal or transfer were void and unenforceable.

The Court of Appeal dismissed the appeal, holding that such releases violate sections 4 and 11 of the Arthur Wishart Act by forcing franchisees to waive statutory rights and interfering with their right to associate in a class proceeding.

The Court also upheld the application of Ontario law to franchisees operating outside the province due to the agreement's choice of law clause.

The appellants appealed a judgment finding that three corporate entities were essentially one, that a disclosure document was not provided to the respondents, and that the respondents did not damage or steal equipment from the premises.

The Court of Appeal dismissed the appeal, finding that the motion judge did not err in deciding the matter on the merits rather than ordering a trial, and that her factual conclusions were amply supported by the record.

The appellant appealed a judgment ordering him and related companies to pay $229,080 to the respondents, arguing the claim was statute-barred.

The respondents cross-appealed the trial judge's reduction of the award by $174,944 and the refusal to award pre-judgment interest.

The Court of Appeal dismissed the main appeal, finding the action was commenced within the limitation period.

The Court allowed the respondents' cross-appeal regarding the $174,944 reduction, increasing the damages award to $404,024, but upheld the trial judge's refusal to award pre-judgment interest based on the parties' agreement.