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Landlord denied costs; former tenant awarded costs after failed injunction motion.
Following the refusal of an interlocutory injunction sought by the landlord applicants to compel a hotel operator to continue operating a hotel under a particular brand, the court determined the issue of costs.
The applicants argued that an indemnity clause in a lease entitled them to full indemnity costs from a former tenant alleged to have breached the lease.
The court held that the indemnity clause did not permit the landlord to recover litigation costs from a prior tenant where the present tenant supported the motion and where the lease’s procedures regarding a change of operating name had not been followed.
Even if the clause applied, the court would decline to exercise its discretion to award costs to the applicants.
Costs were awarded instead to the successful respondent hotel operator.
Interlocutory injunction denied; lease did not require continued branded hotel operation.
The applicants sought an interlocutory injunction compelling a hotel operator to continue managing and branding a hotel under a particular brand pending determination of a permanent injunction application.
They argued the lease required continued operation of the hotel using the brand and associated operational infrastructure despite expiry of the hotel management agreement.
The court applied the RJR‑MacDonald test and held that the lease provisions did not clearly impose an obligation requiring the operator to continue providing the full operational benefits of the brand.
The alleged harm, primarily reduced participation rent and potential reputational impacts, was found to be quantifiable and compensable in damages.
The balance of convenience favoured the operator, which would otherwise be compelled to operate a business relationship it no longer wished to maintain.
Appeal dismissed; no fiduciary duty exists between shareholders exercising a shotgun buy/sell provision.
The appellants appealed a summary judgment dismissing their action against the respondents.
The dispute arose from the exercise of a shotgun buy/sell provision in a unanimous shareholders' agreement.
The appellant alleged breach of fiduciary duty, theft of corporate opportunity, and other claims after learning the respondent financed the buyout by agreeing to transfer corporate properties to a lender.
The Court of Appeal dismissed the appeal, finding the motion judge applied the correct summary judgment test and correctly concluded that no fiduciary duty exists between shareholders exercising a shotgun provision, nor was there any appropriation of a corporate opportunity.
Bank precluded from relying on strict compliance in letter of credit due to bad faith conduct.
The appellant bank issued letters of credit to secure payment for shrimp supplied by the respondent to the bank's customer.
The letters of credit required delivery receipts as a precondition to payment.
The bank's customer failed to provide the receipts, and the bank used the proceeds from the sale of the shrimp to pay down the customer's line of credit instead of paying the respondent.
The Court of Appeal upheld the trial judge's finding that the bank was disentitled from relying on the defence of strict documentary compliance because it colluded with its customer to defeat the purpose of the letters of credit and breached its implied duty of good faith.
