Michael Ding

The applicant employer sought an interlocutory injunction to enforce non-competition and confidentiality clauses against a former employee who resigned and joined a competitor.

The employee had signed an employment agreement and later a shareholder agreement containing broader restrictive covenants.

The court dismissed the motion, finding the applicant failed to establish a strong prima facie case that the restrictive covenants were reasonable or enforceable, as they were overly broad and ambiguous.

The court also found no evidence of irreparable harm, as the applicant's claims of misused confidential information were speculative, and the balance of convenience favoured the employee.

The appellants restructured family trusts, incorporating "Child Corporations" and subscribing for shares without actual payment, leading to a significant tax reassessment by the Canada Revenue Agency (CRA) for taxable benefits.

They sought a declaration from the Superior Court that the shares were invalidly issued under the Ontario Business Corporations Act (OBCA) and an order for rectification of share registers, aiming to negate the tax assessment.

The Superior Court declined jurisdiction, deferring to the Tax Court of Canada, and also indicated it would not have granted the requested relief.

The Court of Appeal upheld the Superior Court's discretionary decision to decline jurisdiction, finding no reviewable error.

The Court emphasized that the primary dispute was between the appellants and the CRA, falling within the Tax Court's specialized expertise, and that the corporate parties did not require a binding order from the Superior Court to resolve internal corporate issues.

The applicants sought declarations that shares issued to them in corporations created for their children were never validly issued because the shares were allegedly never paid for, and sought rectification of the share registers after CRA reassessments treated them as controlling shareholders who received taxable benefits.

The court declined jurisdiction, holding that the application was in substance an attempt to influence the outcome of a tax dispute that should be determined in the Tax Court of Canada, which was better placed to interpret and apply the relevant corporate law issues in the tax context.

In any event, declaratory relief was refused because there was conflicting evidence on payment, no internal corporate dispute requiring intervention, and potential retroactive disruption to prior corporate acts.

Rectification was also refused because the records accurately reflected the parties' original intention and the requested relief would amount to impermissible retroactive tax planning.