3 total
Appeal allowed; procedural fairness breached by deciding oppression application on unpleaded theory of mutual rescission.
The appellant appealed the dismissal of his oppression application, where the application judge found he was not a beneficial shareholder of the respondent corporations.
The application judge had concluded that an earlier agreement granting the appellant a 9% interest was mutually rescinded when a portion of the corporate group was sold.
The Divisional Court allowed the appeal, finding it procedurally unfair to decide the case on the unpleaded and unargued theory of mutual rescission.
Furthermore, the court found no factual or legal basis for mutual rescission, concluding the appellant remained a 9% beneficial shareholder entitled to his share of the sale proceeds.
The court dismissed a mining company's claim for a declaration allowing it to source solid sodium cyanide under an exclusive liquid supply agreement.
This case concerns the contractual interpretation of a "Life of Mine" supply agreement for liquid sodium cyanide between Kinross (as buyer) and Cyanco (as seller).
Kinross sought a declaration that the agreement did not preclude it from sourcing solid sodium cyanide from other suppliers and converting it to liquid for its mining operations.
The court dismissed Kinross's claim, finding that such an action would conflict with the agreement's terms, which established Cyanco as the sole supplier of liquid sodium cyanide required by Kinross's mines for their operations.
The court emphasized reading the contract as a whole, giving words their ordinary meaning, and considering commercial reasonableness.
A condominium purchaser who prepaid the final balance directly to the developer in good faith is entitled to clear title despite the developer's breach of trust obligations to its mortgagee.
This motion for directions was brought by the Receiver of Unit 417 in a condominium project to determine whether the purchaser, Gerald Rasmussen, was entitled to clear title despite having prepaid the final balance of his purchase price directly to the developer, Brightstar, rather than into a deposit trust account.
The Guarantee Company of North America (GCNA), a secured creditor, opposed, arguing Rasmussen's payment was not bona fide and its mortgage should prevail.
The court found Rasmussen to be a bona fide purchaser for value, ruling that his payment, though structured as a loan, was the final purchase price payment under the agreement of purchase and sale.
The court determined that the APS did not prohibit direct payment to the vendor for the final balance and that GCNA's mortgage did not take priority over Rasmussen's interest.
The Receiver was directed to close Rasmussen's purchase and vest clear title in his name.
