Jonathan L. Rosenstein

The plaintiffs sued the defendant lawyer and accountant for professional negligence, alleging they failed to protect the plaintiffs' ownership interest in a corporation.

The defendants brought third-party claims against the corporation and its principals.

The defendants and third parties moved for summary judgment to stay the action, relying on a general release previously signed by the plaintiffs in a settlement with the corporation.

The court granted the motions, finding that although the defendants were not parties to the release, allowing the action to proceed would trigger third-party claims against the released parties, violating the no-claims-over provision.

The main action and third-party proceedings were permanently stayed as an abuse of process.

The applicant, a member of a taxi co-operative, brought an application seeking disclosure of the co-operative's members' list to assist in his bid for election to the board of directors.

After the application was commenced, the applicant complied with the statutory requirement to provide an affidavit, and the co-operative disclosed the list, rendering the main relief moot.

The court awarded the applicant partial indemnity costs up to the date of disclosure because the co-operative had not been transparent about the statutory requirements.

The court declined to exercise its inherent jurisdiction to order the disclosure of members' email addresses and telephone numbers, finding that the statute only required disclosure of names and addresses.

The applicant mortgagor defaulted on a mortgage and the respondent mortgagees commenced power of sale proceedings.

The mortgagor requested a discharge statement under s. 22 of the Mortgages Act, which the mortgagees refused to provide, claiming the mortgagor was stalling.

The mortgagees then sold the property to a third party.

The court held that the mortgagees had no reasonable excuse to refuse the discharge statement, meaning their enforcement rights were suspended under s. 22(3).

Consequently, the sale to the third party was invalid.

The court rejected the argument that ss. 35 and 36 of the Mortgages Act or s. 99(1.1) of the Land Titles Act protected the third party purchaser's title from a breach of s. 22.

The plaintiff sued former business partners over promissory notes said to evidence unmatched contributions and direct loans made during the start-up and operation of a food manufacturing business.

The defendants alleged the notes and shareholder agreement were forged, but the court preferred the plaintiff’s evidence, rejected the defendants’ credibility, accepted the plaintiff’s forensic handwriting expert, and gave no weight to the defence expert report for both procedural and substantive reasons.

Applying the Bills of Exchange Act and Interest Act, the court held the notes were valid promissory notes supported by antecedent debt and forbearance, subject to set-off for one defendant’s proven capital contribution.

Punitive damages were refused, with the court holding that litigation misconduct and disclosure failures could be addressed in costs.

This decision encompasses the Phase II supplementary reasons and the appended Phase I trial reasons regarding a dispute over a Share Purchase Agreement (SPA) for an insurance brokerage.

In Phase I, the court found that the defendants breached the SPA and acted oppressively by constructively dismissing key employees, which negatively impacted the target EBITDA.

The court also ruled that any reduction in the purchase price for failing to meet the target EBITDA was limited to the value of the Preferred Shares.

In Phase II, the court adopted the parties' joint submissions resolving the remaining factual and legal issues regarding specific EBITDA adjustments, directing the parties to proceed to Phase III to calculate the final deferred payment.

The plaintiff mortgagee brought an undefended motion for summary judgment against the defendant mortgagor following a default on a $5.5 million loan.

The defendant failed to comply with the timetable, serve materials, or file a fresh statement of defence.

The court found no genuine issue requiring a trial and granted judgment for the principal, interest, and fees totaling over $6 million, along with a writ of possession and substantial indemnity costs.

The applicants sought to enforce an arbitral award requiring the individual respondent to repay $400,000 in loans he guaranteed.

The arbitrator had terminated the arbitration after the first phase due to the respondent's conduct but confirmed the award's effect.

The respondent opposed enforcement, alleging bias and fraud, and sought an adjournment.

The court dismissed the adjournment request, noting the respondent had ample notice and opportunity to retain counsel.

The court enforced the award, finding the respondent had not taken any steps to set it aside under the Arbitration Act, and awarded costs to the applicants.

This action arose from a dispute between two individuals, Bateni and Jamali, concerning the acquisition and ownership of a Chrysler Canada car dealership.

Bateni claimed damages for breach of contract, breach of fiduciary duty, diversion of corporate opportunities, oppression under the Business Corporations Act, and wrongful dismissal.

The court found that an oral agreement existed between Bateni and Jamali for Bateni to acquire a 20% ownership interest in a new dealership (Caledon Hills) through "sweat equity" and serve as general manager.

Jamali breached this agreement by causing the initial dealership application (Caledon Hills LOI) to be rescinded due to an ownership dispute with a third partner (Totonchian), and then unilaterally applying for the dealership under a new entity (Caledon Chrysler) without Bateni.

The court also found Jamali's actions to be oppressive and unfairly prejudicial to Bateni's interests.

Furthermore, Bateni was found to have been wrongfully dismissed from Caledon Chrysler.

Appeal from trial judgment finding defendants liable on personal guarantees for 25 mortgages.

The appellants challenged the limitation period applicable to claims on stand-alone guarantees, arguing the two-year period under the Limitations Act, 2002 applied rather than the ten-year period under the Real Property Limitations Act.

The trial judge had also reduced the amount owing by 50 per cent to account for settlement proceeds from a negligence action against the plaintiff's solicitor.

The appellants appealed the limitation period determination and the 50 per cent reduction; the plaintiff cross-appealed arguing no reduction should apply.

The court dismissed the appeal on the limitation period issue, finding stand-alone guarantees fall within "any other instrument to repay whole or part of any money secured by a mortgage" under the Real Property Limitations Act.

The court allowed the cross-appeal on the double recovery issue, finding no basis to reduce the guaranteed debt by the settlement proceeds.

The respondent sought an order for security for costs from the appellants under Rule 61.06(1)(a) and (c) of the Rules of Civil Procedure.

The appellants had been ordered to pay judgment in the amount of $723,479.66 plus interest at 12 percent per annum following a trial decision.

The motion judge considered whether the appeal was frivolous and vexatious and whether the appellants had insufficient assets in Ontario to pay costs.

While the motion judge found that the respondent had made out a reason for the order based on the appellants' apparent lack of Ontario assets and evidence of asset disposition, the motion was dismissed due to the respondent's delay in bringing the motion and the fact that most appeal costs had already been incurred.

The applicant brought an application within an ongoing oppression remedy proceeding seeking repayment of a shareholder loan.

The applicant sought to impose enterprise liability on related companies and personal liability on the estate of his former business partner.

The court found that the former partner had engaged in oppressive conduct by diverting corporate funds for personal benefit, defeating the applicant's reasonable expectations.

The court held the estate personally liable for the immediate repayment of $2,421,300 of the shareholder loan, but declined to impose enterprise liability on the related companies or personal liability on the estate trustee.

A judgment released on May 27, 2019 in this appeal was withdrawn due to a procedural error.

One member of the three-judge panel that heard the appeal, Justice Huscroft, was not provided with either the draft or final judgment for review or signature.

The judgment was signed in error by a justice who was not a member of the hearing panel.

The court determined that the judgment was of no force or effect and that the appeal must be re-heard by a differently constituted panel.

The plaintiff sold its shares in a specialized transportation insurance broker to the defendant under a Share Purchase Agreement.

The agreement included a deferred payment for preferred shares, which could be reduced if the company failed to meet an earnings target during a three-year warranty period.

The company failed to meet the target, and the plaintiff brought an action for oppression and breach of contract, alleging the defendant sabotaged the earnings by constructively dismissing key employees and misallocating commissions.

The court found that the defendant constructively dismissed two key salespeople and acted oppressively, breaching the plaintiff's reasonable expectations.

The court ruled that any reduction in the purchase price was limited to the preferred shares and awarded the plaintiff credits for certain misallocated commissions, while reserving other issues for further submissions.

The Court of Appeal allowed the appellants' appeal from a summary judgment decision against them in the amount of approximately $950,000, setting aside the judgment and directing the matter proceed to trial.

The appellants sought enhanced costs and personal liability for opposing counsel, alleging that respondents' counsel misled the court by failing to ensure the amended statement of defence was included in the appeal book.

The court rejected the enhanced costs request but addressed the broader issue of counsel's obligations to ensure the court has all material necessary for a full appreciation of the matter under appeal.

The plaintiff, Aldgate Construction (1988) Limited, brought a summary judgment motion against the defendants, Noreast Foods Ltd. and its guarantor Zi Zhong Wu, for unpaid rent and breach of repair covenants under a commercial lease.

Aldgate sought damages of $105,356.88 and dismissal of Noreast's $1,151,421.99 counterclaim for alleged unlawful termination.

The court granted summary judgment in part for Aldgate in the main action, awarding $79,196.52, finding no genuine issues requiring a trial regarding the breaches of lease and damages.

However, the court dismissed Aldgate's motion to summarily dismiss the counterclaim, finding that genuine issues requiring a trial existed regarding the lawfulness of Aldgate's re-entry and any consequential damages suffered by Noreast.

The court also specified undisputed material facts for the counterclaim to streamline the subsequent trial.

The appellants, Ashok and Usha Badhwar, appealed a summary judgment granted against them in the amount of $954,842.55 on a guarantee they signed for their son's company.

The motion judge refused to consider a defence regarding lack of consideration because it was not explicitly pleaded, despite acknowledging it could be a genuine issue for trial.

The Court of Appeal found the motion judge erred in her approach to pleadings and in refusing to consider a defence that was adequately pleaded when read generously.

The court allowed the appeal, set aside the judgment, and directed the matter proceed to trial on all issues.

The applicant, Kingston Learning Centres Inc. (KLC), brought a motion for an interlocutory injunction seeking the delivery of student and business records from the respondents, 2511541 Ontario Inc. and the Sunny family, and to prevent Meghana Sunny from holding herself out as an officer or director of KLC.

The court found that KLC demonstrated a strong prima facie case for entitlement to the records under a management agreement but failed to provide clear and convincing evidence of irreparable harm for any of the requested relief.

The motion was dismissed, and costs were fixed against KLC, noting that the motion was largely unnecessary due to entrenched positions.

The applicant mother brought a motion seeking a Mareva injunction to restrain her daughter, a respondent, from depleting assets in two corporations controlled by the daughter.

The mother also sought an order for questioning of the daughter and corporate respondents.

The court dismissed the Mareva injunction, finding that the applicant failed to demonstrate a serious risk of asset dissipation or irreparable harm, noting that assets transferred between the daughter's wholly-owned corporations remained traceable.

The motion for questioning was adjourned pending a disclosure motion.

Following a motor vehicle accident, the plaintiff sued multiple parties, including her employer.

The Workplace Safety and Insurance Tribunal (WSIAT) eventually ruled that the plaintiff's claim against her employer was statute-barred under s. 28 of the Workplace Safety and Insurance Act, 1997.

The employer and the vehicle owner sought their costs of the civil action on a partial indemnity scale.

The court awarded costs but limited them to the pleadings stage, noting the exceptional circumstances, including the plaintiff's proactive approach, the WSIAT's institutional delay, and the employer's retroactive WSIB registration.

The appellant sought to purchase real property from the respondent under an offer accepted on October 10, 2015, which included a due diligence clause requiring written notice within 30 days that the condition was satisfied.

The appellant failed to provide such notice by the deadline of November 9, 2015.

Subsequently, the appellant submitted an amendment to the agreement that purported to extend the due diligence period to 60 days.

The application judge found that a new agreement had been created.

The Court of Appeal allowed the appeal, finding that the application judge erred by failing to properly consider the distinction between resurrection of the original agreement and creation of a new agreement, and by not adequately addressing the parties' intentions regarding the fact that the original agreement had become null and void.

The matter was remitted to proceed by action.