Corporate/Commercial Law - OCA

The appellant, Binance Holdings Limited, appealed a motion judge's order dismissing its motion for a stay of proceedings in favour of arbitration.

The underlying dispute involved a proposed class action by purchasers of cryptocurrency derivatives against Binance for alleged violations of the Ontario Securities Act.

The motion judge had found the arbitration clause void due to public policy and unconscionability, and that exceptions to the competence-competence principle applied, allowing the court to decide the validity of the arbitration clause.

The Court of Appeal dismissed the appeal, affirming the motion judge's decision that the arbitration clause was inaccessible and unconscionable, effectively insulating Binance from meaningful challenge, and that the court properly exercised jurisdiction over the validity of the arbitration agreement.

This appeal and cross-appeal arose from a matrimonial dispute concerning financial advances and child support.

The Estate of T.O. (husband) appealed the trial judge's dismissal of a claim for $341,000 in advances to Ridgeway (a corporation indirectly owned by D.O., the wife), arguing the limitation period was misapplied.

D.O. cross-appealed the finding of her liability for a $40,346 advance made by the husband's corporation and a child support calculation error.

The Court of Appeal allowed the Estate's appeal against Ridgeway, finding the 2013 advances were demand loans and thus not statute-barred.

It dismissed the appeal against D.O. and 201.

The cross-appeal was allowed, setting aside D.O.'s liability for the $40,346 advance (as the creditor was a non-party corporation) and correcting the child support calculation.

This is an appeal from an order dismissing a motion to set aside a noting in default.

The appellants (defendants in the original action) had repeatedly delayed filing a defence, despite extensions and changes in counsel.

The motion judge applied the principles for setting aside a noting in default, considering the full context, including the parties' behaviour and reasons for delay.

The Court of Appeal found no error in the motion judge's comprehensive analysis and dismissed the appeal, affirming that the plaintiff was entitled to proceed given the defendants' prolonged non-compliance.

The appellants appealed a motion judge's order striking their statement of defence and counterclaim due to their persistent failure to answer undertakings, produce relevant documents, and comply with multiple court orders.

The Court of Appeal dismissed the appeal, upholding the motion judge's discretionary decision.

The court found no reversible error, emphasizing the fundamental importance of disclosure, the prejudice caused by non-compliance, and the court's authority to impose proportionate remedies, including striking pleadings, for flagrant disregard of court process and orders.

The appellants, a landlord and its beneficial owner, appealed a motion judge's decision that a subrogated action by the landlord's insurer against the tenant for fire damage was barred by the commercial lease.

The motion judge had found that the tenant's contribution to the landlord's fire insurance precluded such an action, despite an indemnity provision, as the lease did not explicitly state otherwise.

The Court of Appeal dismissed the appeal, finding no errors in the motion judge's interpretation of the lease, his holistic reading of its terms, or his consideration of relevant case law.

The appellants, Rouzbeh Behrouz and Majestic Food Service Inc., appealed an order giving effect to a Letter Rogatory from a U.S. District Court, compelling testimony and document production for a U.S. proceeding alleging violations of Iran-trade embargo laws.

The appellants argued the application judge erred by admitting inadmissible hearsay and failing to properly apply the Friction factors.

The Court of Appeal dismissed the appeal, finding no reversible error.

The court affirmed the application judge's reliance on evidence for determining relevance and necessity, and his proper application of the Friction factors and balancing of Canadian sovereignty with the enforcement request.

The court also agreed that the evidence sought was not otherwise obtainable, deferring to the U.S. court's conclusion and noting that Canadian residents are not compellable witnesses in U.S. proceedings for testimony or document production.

The appellants appealed a partial summary judgment dismissing claims related to the validity of a 2002 estate freeze of a family business (Master Steaks) and an oppression remedy concerning the distribution of funds from a vendor takeback mortgage (VTB) related to other family businesses (Truckers Haven).

The Master Steaks estate freeze excluded the appellant daughter, benefiting her brothers.

The motion judge found the estate freeze was validly implemented in 2002, or alternatively, regularized in 2013.

The motion judge also found that the distribution of VTB proceeds was not oppressive, applying the business judgment rule to the directors' decisions.

The Court of Appeal upheld the motion judge's findings, deferring to his factual and credibility assessments, particularly his adverse findings against the appellant.

The appeal was dismissed.

The Court of Appeal for Ontario issued a costs endorsement following an appeal.

The appellant, Assignment Credit Corp., was ordered to pay costs to several respondents (MCAP Financial Corporation, Dorr Capital Corporation, and Cherniak Law Professional Corporation).

The court rejected the appellant's argument that prior costs agreements should stand, as they were made before the appellant's non-disclosure of a material fact (that the Mesbur Judgment was obtained on consent) was revealed.

This non-disclosure, which impacted the second issue of the appeal, justified an elevated costs award on a solicitor-client basis for the affected respondents.

The 167 respondents were denied costs due to their own failure to disclose the consent judgment and their underlying financial obligations.

This appeal concerned the assessment of damages in a failed commercial real estate transaction.

The trial judge awarded the respondent (purchaser) damages for the increase in property value and 90% of all development expenses incurred since 2010.

The Court of Appeal allowed the appeal in part, affirming the award for increased property value and wasted expenses, but erred by including expenses incurred under a prior joint venture agreement that had been released.

The Court held that only expenses incurred after the 2013 Agreement of Purchase and Sale were recoverable.

The calculation of rental costs as development expenses was upheld, but the amount was to be limited to the period of the 2013 APS.

The 10% discount applied by the trial judge was upheld.

The appellant sought a review of a chambers judge's order that partially lifted an automatic stay pending appeal, arguing the judge erred in finding financial hardship without sufficient evidence.

The Court of Appeal dismissed the appellant's motion for review, finding no error in principle or unreasonable result in the chambers judge's exercise of discretion under Rule 63.01(5).

The court affirmed that the chambers judge correctly applied the factors for lifting a stay, including financial hardship, ability to repay, and appeal merits, and that the appellant's own admission regarding the minimum amount owed supported the decision.

This appeal addressed a pre-contractual negligent misrepresentation and the interpretation of a commercial lease.

The trial judge found that the tenant (respondent) reasonably relied on the landlord's (appellant's) negligent misrepresentation regarding free, accessible, and convenient customer parking, and that the entire agreement provision in the lease did not preclude the tenant's claim for damages.

On appeal, the landlord argued the trial judge erred by failing to consider the lease as a whole, specifically articles related to parking, which it contended formed part of the "subject matter" of the lease.

The Court of Appeal dismissed the appeal, affirming the trial judge's finding that customer parking was not the "subject matter" of the lease and that the entire agreement clause did not preclude the claim, applying a deferential standard of review for contractual interpretation.

The appellant landlord appealed a judgment that declared its lease termination invalid.

The Court of Appeal dismissed the appeal, affirming that the landlord's notice of termination was invalid because it failed to specify the precise amount of arrears and did not warn the tenant of the intention to terminate, which was required due to prior communications only mentioning interest accrual.

The court also upheld the costs award from the lower court and awarded costs for the appeal to the respondent.

SPay Inc. sought leave to appeal a motion judge's decision not to stay a receiver's motion for judgment in favour of international arbitration.

The motion judge had ruled that the arbitration provisions were inoperative due to Ontario's "single proceeding model" in insolvency cases, finding SPay was not a "stranger to the bankruptcy" because its proposed set-off against Mundo Media Ltd.'s largest account receivable effectively made it a creditor.

The Court of Appeal dismissed the motion for leave to appeal, concluding that the proposed appeal lacked prima facie merit and did not raise issues of general importance.

The court affirmed that insolvency courts have broad discretion to centralize proceedings, and that a party asserting a significant set-off is not a stranger to the insolvency, thus falling under the single proceeding model.

The Court of Appeal for Ontario dismissed an appeal by CTO Boost Inc. against a summary judgment enforcing a settlement agreement with Idea Notion Development Inc. CTO had repudiated the settlement, claiming fraudulent invoices, after accepting an offer.

The appeal challenged the admissibility of "without prejudice" communications, the motion judge's evidence analysis, the fraudulent misrepresentation defence, and the exercise of discretion.

The Court affirmed the motion judge's findings, holding that "without prejudice" documents were admissible to prove the settlement's existence and that CTO entered the agreement with knowledge of potential discrepancies.

Libro Credit Union Limited appealed a motion judge's order that dismissed its motion for a declaration of priority over funds held by the Sheriff in garnishment proceedings.

The motion judge had incorrectly concluded that a prior order by Gorman J. had determined the priority issue, thus deeming the appellant's motion a collateral attack.

The Court of Appeal found that Gorman J. had not made such a determination and explicitly left the priority dispute open.

The appeal was allowed, the motion judge's order was set aside, and the matter was remitted to the Superior Court for a hearing on the merits of the priority dispute.

This is an appeal and cross-appeal arising from a trial judgment concerning oppression and conspiracy claims related to a condominium corporation.

The appellants (original defendants) challenged the trial judge's findings that claims against one defendant were not statute-barred, the award of punitive damages, and substantial indemnity costs.

The respondents (original plaintiffs) cross-appealed the prejudgment interest rate.

The Court of Appeal dismissed both the appeal and the cross-appeal, upholding the trial judge's decisions on all contested issues, including the application of limitation periods, the appropriateness of punitive damages for egregious conduct, and the discretion in awarding substantial indemnity costs and prejudgment interest.

The appellants appealed a summary judgment granted against them for defaulting on a lease agreement for laboratory equipment.

The respondent had obtained an order to recover equipment and sought damages and delivery of remaining items.

The appellants argued a settlement agreement existed, which the motion judge rejected.

The Court of Appeal upheld the motion judge's findings, dismissing arguments regarding a settlement, credibility issues, and damages assessment, finding no palpable and overriding error.

The appeal was dismissed with costs.

The appellants, an Indian law firm and its senior partner, appealed the dismissal of their motion to stay or dismiss an action brought by Kyko Global Inc., an Ontario corporation.

The action alleged negligent and fraudulent misrepresentation and breach of contract related to a legal opinion provided by the appellants.

The appellants argued that Ontario lacked jurisdiction and was not the convenient forum.

The Court of Appeal upheld the motion judge's decision, finding that Ontario had jurisdiction simpliciter based on presumptive connecting factors (tort occurring in Ontario, contract made in Ontario) and that the appellants failed to demonstrate that Mumbai, India, was a clearly more appropriate forum.

The appeal was dismissed with costs.

This motion sought a stay pending leave to appeal an order authorizing the sale of a 51% interest in Downsview Homes Inc. (DHI) within ongoing CCAA proceedings.

The moving party, the Foreign Representative of Urbancorp Inc., argued the sale process should be postponed until a related arbitration regarding a disputed payment was resolved, fearing a chilling effect on potential bids.

The supervising judge had previously dismissed these concerns as speculative.

The Court of Appeal applied the three-part RJR-MacDonald test for a stay, finding the grounds for appeal weak, no irreparable harm to the moving party, and the balance of convenience favoring the respondents (the Monitor and Mattamy Homes Limited, the debtor-in-possession lender).

Consequently, the motion for a stay was dismissed.

This is an appeal from a Superior Court decision upholding an arbitration award.

The arbitration panel found that Ontario and OLG breached a Gaming Revenue Sharing and Financial Agreement with the First Nations Partnership by unilaterally stopping payments of non-gaming revenue and complimentary services ("Comps") after outsourcing non-gaming amenities.

The Court of Appeal dismissed the appeals, affirming the lower court's decision that the Agreement was breached and the damages awarded were appropriate.

The court declined to rule on the standard of review for commercial arbitration decisions post-Vavilov, finding the outcome would be the same under either standard, and also declined to address the "honour of the Crown" doctrine as it was not determinative.