Linda Irene Knol

Two related applications arose from a commercial arbitration concerning a Liquidity Payment obligation under a financing arrangement between a dairy company and a pension fund.

The moving party sought to set aside a final arbitral award under s. 46(1) of the Arbitration Act, 1991, alleging breaches of procedural fairness and arguing the arbitrator’s contractual interpretation was unreasonable.

The court held the arbitration process was fair, the parties had adequate opportunity to present their cases, and the arbitrator’s interpretation of the Liquidity Payment Agreement was consistent with its plain language.

The application to set aside the award was dismissed.

The responding party’s application to enforce the arbitral award and supplementary costs award was granted, with interest fixed at 3% in accordance with the contract and applicable statutory rates.

Several First Nations and a mining company brought motions to intervene in an appeal concerning Aboriginal harvesting rights under Treaty 3 and Ontario's jurisdiction to grant logging permits.

The court granted friend of the court status to Grand Council of Treaty 3, Lac Seul First Nation, Big Grassy First Nation, and Treaty 6 First Nations, finding their perspectives would assist the court.

The court granted party status to Goldcorp Inc. and Wabauskang First Nation, finding they had a direct interest in the subject matter and could be adversely affected by the broad declaration under appeal.

The interveners were ordered to accept the record as it is and not expand the issues.

The Ontario Energy Board brought a motion to quash two summonses issued by the appellant to a Board member and the Board's external counsel.

The appellant sought to examine them in aid of a motion to adduce fresh evidence on appeal, alleging a reasonable apprehension of bias because the external counsel's firm had represented the appellant's competitors and was a member of an industry association.

The Divisional Court quashed both summonses, finding that the proposed lines of inquiry were irrelevant to the objective test for a reasonable apprehension of bias.

The court also analyzed testimonial immunity under s. 10 of the Ontario Energy Board Act, 1998, deliberative secrecy, and solicitor-client privilege, finding multiple additional grounds to quash the Board member's summons and partial grounds to quash the external counsel's summons.

The applicants appealed an arbitration award concerning a franchise dispute under the Arthur Wishart Act (Franchise Disclosure), 2000 and alleged negligent misrepresentation in financial forecasts relating to a Canadian Tire store development.

They argued the arbitrator applied an incorrect legal test for negligent misrepresentation and erred in assessing reliance, causation, and damages.

The court held that the scope of review was limited to errors of law and concluded the arbitrator had effectively applied the correct test from Queen v. Cognos Inc. The arbitrator’s findings that the forecasts were not negligently prepared and that the applicants did not rely on them were factual determinations not subject to appeal.

The court also upheld the arbitrator’s approach to damages and the interpretation of the release provisions in the dealer contract.

The Chief Electoral Officer appealed a decision allowing the Conservative Fund Canada to amend its 2004 and 2006 election expenses returns to reflect GST rebates received under the Excise Tax Act.

The Fund argued that the Canada Elections Act required election expenses to be reported in accordance with Generally Accepted Accounting Principles (GAAP), meaning expenses should be reported net of GST rebates.

The Court of Appeal allowed the appeal, holding that the plain wording of the Canada Elections Act does not require general election expenses to be reported in accordance with GAAP.

The Court found this interpretation consistent with Parliament's intent to maintain a level political playing field through equal spending limits.

The appellant appealed a judgment regarding the interpretation of a corporate resolution related to a share purchase agreement.

Under the agreement, the appellant received an $800,000 reduction in the purchase price in exchange for a pre-closing dividend declaration in favour of the respondent.

The Court of Appeal dismissed the appeal, finding that the appellant's interpretation would allow it to enjoy both the reduced purchase price and full ownership of the warrants involved in the dividend, which was contrary to the parties' joint good faith commercial intentions.

The appellant and respondent entered into a ten-year contract for the supply of ethanol.

The contract contained price-protection provisions, including a requirement for the appellant to match the price of an alternate supplier if certain conditions were met.

When the respondent received a lower offer from an alternate supplier, the appellant refused to match it, arguing that the obligation was contingent on the development of an active market for ethanol in Ontario under another section of the contract.

The trial judge found that the price-match provision operated independently.

The Court of Appeal upheld the trial judge's decision, finding that the plain wording of the contract and the factual matrix supported the conclusion that the provision was a stand-alone obligation.

The appellant appealed a decision declaring that certain disputed claims, including a claim for breach of fiduciary duty arising from a long-term supply agreement, were subject to arbitration.

The appellant argued the claims were not referable to specific provisions of the agreement and that the application judge usurped the arbitral tribunal's role.

The Court of Appeal dismissed the appeal, finding that the arbitration clause was broad enough to encompass the claims and that the application judge merely determined the claims were not clearly outside the scope of the arbitration clause.

The appellants appealed a motion judge's decision dismissing their motion to stay or dismiss the respondent's action on the basis of forum non conveniens.

The appellants argued that the motion judge misplaced the evidentiary burden by failing to require the respondent to show why the action should be heard in Ontario, given an exclusive jurisdiction clause favouring Quebec or New York.

The Court of Appeal dismissed the appeal, finding that while the motion judge may have erred in principle regarding the burden of proof under the forum selection clause, order and fairness overwhelmingly favoured Ontario as the appropriate forum due to the existence of multiple related proceedings already before the Ontario courts.

The appellants appealed a decision interpreting a shareholders' agreement and related documents concerning rights of first refusal and first offer for shares in a publicly traded company.

The respondents had delivered selling notices offering to sell shares to the appellants on terms substantially in accordance with a draft acquisition agreement with a third party, which included a 'superior proposal' condition.

The appellants accepted the offer but argued the superior proposal condition did not apply to them.

The Court of Appeal dismissed the appeal, finding that the selling notices incorporated the superior proposal conditions and that interpreting the agreement to allow the appellants to preempt the superior proposal process would be contrary to commercial reality and the goal of maximizing share value.

The appellant, a major shareholder of Financial Models Company, moved for a stay of a Commercial List decision and an injunction preventing other shareholders from tendering their shares to a competing take-over bid by Linedata Services S.A., pending an expedited appeal.

The motion judge had ruled that the appellant's acceptance of a sell offer was invalid under the Securities Act and that the other shareholders could include a 'superior proposal' condition.

The Court of Appeal granted the stay and injunction, finding that the balance of convenience favoured the appellant, who provided an undertaking as to damages, and ordered an expedited appeal.

The appellant appealed the dismissal of her action for breach of fiduciary duty and professional negligence against her former solicitor.

The solicitor had acted for the appellant on a mortgage transaction while also acting for the borrowers on a related commercial loan.

The trial judge found that the solicitor's retainer was limited to the mortgage transaction, that he had warned the appellant about the risks of the wider loan, and that the appellant had rebuffed his concerns.

The Court of Appeal found no overriding and palpable error in the trial judge's findings and dismissed the appeal.