Jonathan Mesiano-Crookston

The appellants, majority shareholders of Golden Ocean Investment Corporation, appealed the dismissal of their challenge to the validity and enforceability of two mortgages on property owned by the corporation.

The mortgages were authorized by the minority shareholder and sole director, Mr. Huang.

The appellants alleged the mortgages were fraudulent conveyances and that they had been defrauded.

The Court of Appeal upheld the motion judge's decision, finding that the mortgagees were bona fide purchasers for value with no notice of fraud, that Mr. Huang had both ostensible and actual authority to enter into the mortgages, and that there was consideration for the third mortgage.

The appeal was dismissed, and costs were awarded to the second mortgagee respondents on a partial indemnity scale.

The Court of Appeal for Ontario dismissed the appeal by the franchisor and its associates from a trial judgment granting rescission and damages to the franchisee under the Arthur Wishart Act (Franchise Disclosure), 2000.

The court upheld the trial judge’s findings that the statutory exemption from disclosure did not apply, that the franchisee validly rescinded the franchise and ancillary agreements, and that the franchisee was entitled to statutory compensation and substantial indemnity costs.

The court found no error in the trial judge’s assessment of damages or costs.

This costs endorsement follows a decision upholding the validity and enforceability of second and third mortgages registered against a property owned by a company in which the applicants were shareholders.

The court awards substantial indemnity costs to the successful third mortgagee, finding the amount claimed reasonable and declining to include the legal costs of the second mortgagee and the sale solicitor as part of the costs of the application.

The applicants, shareholders in Golden Ocean Investment Corporation, brought a motion challenging the validity of second and third mortgages registered against a property owned by the corporation.

They alleged the sole director executed the mortgages without authority as part of a fraud, and that the mortgagees were willfully blind to badges of fraud.

The court dismissed the motion, finding the mortgagees were bona fide purchasers for value who conducted proper legal due diligence.

The court held that taking a financial or underwriting risk does not constitute willful blindness to fraud, and the mortgagees were entitled to rely on the director's actual and ostensible authority.

The plaintiff landlord sued the defendants for outstanding rent.

The defendants counterclaimed for damages due to excessive and irregular distress.

The court found the tenant liable for base rent and limited additional rent due to promissory estoppel, as the landlord's conduct indicated an intention not to rely on strict lease terms.

However, the court also found the landlord liable for significant damages for irregular and excessive distress, as the landlord failed to comply with the Commercial Tenancies Act regarding appraisal and inventory.

Ultimately, after set-off, the landlord was ordered to pay the tenant.

This is an appeal from a Superior Court decision concerning the assessment of a solicitor's bill.

The appellant, a former client, challenged the reversal of two reductions made by an assessment officer: one for annual hourly rate increases without sufficient notice, and another for the law firm's failure to pursue a costs award at the Supreme Court.

The Court of Appeal dismissed the appeal, affirming that the retainer agreement provided adequate notice for rate increases up to $25 per year, especially given the client received independent legal advice.

The court also found the assessment officer erred in principle by granting a reduction for a claim of professional negligence that the client was already pursuing in a separate civil action and had not sought in the assessment hearing.

This trial decision addresses a franchise dispute under the Arthur Wishart Act (Franchise Disclosure), 2000.

Franchisees sought rescission of their franchise agreements and damages, alleging the franchisor failed to provide a compliant disclosure document for a resale franchise.

The court found that the franchisor's involvement in the resale went beyond passive consent, triggering the disclosure obligation.

It determined that the disclosure provided was deficient, entitling the franchisees to rescission and damages.

The court also identified the franchisor's associates liable for damages and awarded substantial indemnity costs to the successful franchisees, citing the opposing counsel's conduct during trial.

The appellant entered into a building contract for a new home and paid a 25% deposit.

She later repudiated the contract after failing to agree on modifications to reduce costs.

The trial judge dismissed her claim for the return of the deposit, finding it was a true deposit subject to forfeiture upon repudiation.

On appeal, the appellant argued the trial judge erred in interpreting the deposit provision and in denying relief from forfeiture.

The Court of Appeal dismissed the appeal, holding that the deposit retained its character and that forfeiture was not unconscionable or disproportionate to the damages suffered by the respondents.

The moving party, a former employee, brought a motion for summary judgment on his counterclaim for defamation against his former employer.

The former employer had sued him for breach of fiduciary duty and misappropriation of proprietary information, and the employee counterclaimed based on emails sent by the employer to his new workplace.

The court dismissed the motion, finding that the truth or falsity of the allegedly defamatory statements was intimately bound up with the main claim, requiring a full trial to resolve credibility issues.

The plaintiffs brought a motion for summary judgment seeking a declaration that a binding agreement of purchase and sale was reached in September 2012 to divide four jointly-owned healthcare businesses.

The defendants brought a cross-motion for ancillary relief, including the removal of directors and the appointment of a receiver.

The court dismissed both motions, finding that the parties had not agreed on all essential terms of the separation and that the draft agreement was subject to independent legal review which never occurred.

The court held that the ancillary relief sought by both parties was premature and should be resolved at trial.

The appellant, an Ontario tax lawyer, appealed a judgment declaring that a Memorandum of Settlement was a binding contract between him and the respondents.

The appellant argued that the application judge ignored the test for contract formation regarding certainty of essential terms and failed to consider all evidence.

The Court of Appeal dismissed the appeal, finding the two-page Memorandum straightforward and clear, and that the application judge properly considered the evidence.

The Memorandum unambiguously resolved all outstanding disputes.

Following a successful application in which a franchisor was found to have wrongfully terminated a franchise agreement and the franchisee was ordered reinstated, the court addressed costs.

The applicants sought full indemnity costs under a contractual provision in the franchise agreement, or alternatively partial indemnity costs.

The respondents argued the hours claimed were excessive and that reductions were warranted because several issues remained to be tried.

The court declined to award full indemnity costs, holding that the contractual clause did not displace the court’s discretion and there was no misconduct justifying elevated costs.

Partial indemnity costs were awarded with a portion payable immediately and the balance payable in the cause of the upcoming trial.

A franchisee brought an application seeking reinstatement of its franchise after the franchisor terminated the franchise agreement for failure to maintain an approved voicemail system.

The court found the franchisor failed to comply with the contractual termination provisions requiring thirty days’ notice to cure a default.

The franchisor’s reliance on a prior settlement agreement to justify immediate termination was rejected, and the alleged breach did not justify bypassing the contractual notice period.

The court ordered immediate reinstatement of the franchise and possession of the leased premises, with damages to be determined at trial.

The court further held that, had termination been valid, relief from forfeiture would have been appropriate given the disproportionate loss relative to the alleged default.

The plaintiff brought a motion for summary judgment claiming unjust enrichment and seeking to enforce a guarantee against the defendants after mistakenly depositing over $230,000 into the corporate defendant's bank account.

The individual defendant used the funds to pay personal and corporate debts.

The court dismissed the motion, finding that genuine issues requiring a trial existed regarding the quantification of the benefit to the individual defendant and the enforceability of the guarantee and terms of the merchant agreement.