Corporate/Commercial Law - OCA

The appellant appealed a motion judge's decision denying it interest on a mortgage for allegedly contravening s. 6 of the Interest Act.

The Court of Appeal allowed the appeal, finding that s. 6 did not apply because the mortgage did not involve a sinking fund plan, blended payments, or an allowance of interest on stipulated repayments.

The court also rejected the respondent's argument that the appellant failed to prove its prime rate, finding the affidavit evidence sufficient.

Judgment was granted in favour of the appellant for $67,140.83.

The appellant appealed a trial judgment ordering the repayment of a shareholder's loan.

The trial judge found that the loan, which had no fixed term, was payable within a reasonable period of time after a demand for payment was made.

The Court of Appeal dismissed the appeal, holding that the trial judge's conclusion was a finding of fact supported by the evidence, including the directors' intentions, financial statements, and the hybrid character of the loan.

A cross-appeal regarding the date from which pre-judgment interest runs was also dismissed.

The appellants appealed a summary judgment, arguing the motion judge erred in calculating the amounts owing under a loan and guarantee.

Both parties agreed that calculation errors occurred and consented to rectifying the judgment amounts for two of the guarantors.

The Court of Appeal rectified the judgment accordingly and ordered a trial on the discrete issue of whether one guarantor's liability was limited to 25 percent of the outstanding loans.

The appellant appealed a summary judgment in favour of the respondent bank for $383,755 owing on a line of credit.

The appellant admitted to borrowing the funds but argued that a new line of credit agreement should have been issued after the original balance was temporarily paid down upon the sale of his home.

The Court of Appeal dismissed the appeal, finding no evidence of a second agreement and affirming the bank's right to demand payment under the original agreement.

The appellants appealed an order declaring that the respondent Merali was not a 'franchisor's associate' under the Arthur Wishart Act.

The Court of Appeal allowed the appeal, finding that the application judge's factual finding that Merali controlled the franchisor rendered him a franchisor's associate.

Consequently, Merali was declared jointly and severally liable with the other respondents for payments owed under s. 6(6) of the Act.

The appellant appealed a trial decision ordering specific performance of an oral agreement to sell 100,000 shares of a private company to the respondent.

The appellant argued that no binding agreement was reached, that third-party approval was a condition precedent, and that specific performance was an inappropriate remedy.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's conclusion that an objective reasonable bystander would find the parties intended to contract based on securities industry custom.

The Court also upheld the specific performance order, noting the shares were unique and damages would be inadequate.

The appellant appealed an order of the Superior Court of Justice regarding the interpretation of an insurance policy.

The Court of Appeal found no error in the motion judge's analysis and conclusion.

The appeal was dismissed with costs fixed at $7,500.

The appellant franchisee received a disclosure document from the respondent franchisor more than 14 days after paying a franchise fee, but six months before executing the franchise agreement.

Nearly two years later, the franchisee sought to rescind the agreement under the Arthur Wishart Act.

The Court of Appeal upheld the motion judge's finding that the franchisee had no right of rescission.

Section 6(2) applies only when no disclosure document is ever provided, and section 6(1) requires rescission within 60 days of receiving a late or deficient document, which the franchisee failed to do.

The insured pickle manufacturer suffered substantial spoilage when a regional blackout interrupted the electricity supply to its refrigeration equipment.

The insurer denied coverage under an all-risks policy, relying on an exclusion for loss caused by 'mechanical or electrical breakdown or derangement'.

The motion judge granted summary judgment for the insured, finding the exclusion inapplicable.

The Court of Appeal dismissed the insurer's appeal, holding that 'breakdown' and 'derangement' refer to internal defects or problems within the machinery, not a failure to operate due to an external power outage.

The appellant bank appealed a summary judgment requiring it to pay the respondent $299,419.82 from his bank account.

The appellant argued there was an agreement to freeze the funds pending the outcome of related litigation, supported by consideration in the form of continued cheque cashing facilities.

The Court of Appeal found genuine issues for trial regarding the existence of the agreement and mutual consideration, allowed the appeal, and set aside the summary judgment.

The appellants appealed a trial judgment regarding the calculation of damages for loss of profit.

The Court of Appeal found no palpable and overriding error in the trial judge's admission of business records under section 35 of the Evidence Act, the weighing of expert opinion, or the damage calculation itself.

The appeal was dismissed with costs fixed at $6,500.

The appellants purchased goods from the respondent under a contract stating the goods must be free of liens.

After accepting the goods and making payment, the appellants discovered an outstanding lien and sought to repudiate the contract.

The trial judge found the breach should be treated as a breach of warranty under s. 12(3) of the Sale of Goods Act, entitling the appellants to damages rather than repudiation.

The Court of Appeal upheld this finding, noting the appellants' actions were consistent with treating the term as a warranty.

The appeal was dismissed, but execution of the judgment was stayed up to $40,000 pending resolution of a Third Party Notice from the Ministry of Revenue.

The appellant appealed the dismissal of its claim for payments under a 2006 contract renewal notice.

On appeal, the appellant argued for the first time that the respondent was estopped from claiming reimbursement due to its failure to respond to the notice within thirty days.

The Court of Appeal dismissed the appeal, holding that the appellant failed to meet the test for raising a new argument on appeal, as the evidentiary record regarding detrimental reliance and fairness was not fully developed at trial.

The appellant appealed a trial judgment regarding the conversion of its customer relationships and equipment by the respondents.

The Court of Appeal found that the trial judge erred in determining the extent of the respondents' entitlement to compete based on a rescinded franchise agreement, and in finding that the appellant failed to mitigate its damages.

The Court allowed the appeal, set aside the trial judgment, and awarded the appellant $40,000 in damages for the conversion of its business relationships, plus costs.

The appellant appealed a decision finding that the execution of a forbearance agreement did not release him from his guarantee.

The Court of Appeal dismissed the appeal, holding that the terms of the guarantee explicitly allowed the bank to grant time and other indulgences to the borrower without discharging the guarantor's liability.

The appellants appealed a summary judgment granted in favour of the respondent bank on its claim and dismissing the appellants' counterclaim.

The appellants argued the bank breached a duty by misrepresenting its willingness to review existing loans and advance additional funds for a subdivision.

The Court of Appeal dismissed the appeal, finding no factual foundation or evidence of any such misrepresentation, and upheld the motion judge's conclusion that there was no genuine issue for trial.

The appellant employee was wrongfully dismissed and obtained a judgment against his paymaster company.

However, the company had ceased operations and had no assets due to a corporate reorganization.

The employee counterclaimed against the related companies and their directors, arguing they were common employers and seeking an oppression remedy.

The Court of Appeal allowed the appeal, holding that the highly integrated group of companies functioned as a single unit and were common employers.

The Court also granted an oppression remedy against the directors personally, finding that their decision to terminate the paymaster company's operations without leaving a reserve for the employee's pending claim was unfairly prejudicial.

The appellant, a sub-lessee of commercial space, appealed the dismissal of its application for relief from forfeiture under s. 21 of the Commercial Tenancies Act and s. 98 of the Courts of Justice Act.

The landlord had exercised its right under the main lease to terminate the lease after receiving a request from the tenant to assign the lease.

The Court of Appeal dismissed the appeal, holding that relief from forfeiture is only available where a landlord seeks to enforce a right of re-entry or forfeiture due to a tenant's breach or default.

Because the landlord was exercising a contractual option to terminate rather than responding to a default, the statutory relief provisions did not apply.

The drawee bank certified a forged cheque drawn on its customer's account.

The collecting bank accepted the cheque for deposit into an account with a similar name to the payee, without obtaining an endorsement.

The drawee bank sued the collecting bank for the unrecovered proceeds, arguing the collecting bank was liable under the Canadian Payments Association Clearing Rules for failing to provide the missing endorsement.

The Court of Appeal allowed the collecting bank's appeal, holding that the fictitious payee rule in s. 20(5) of the Bills of Exchange Act applied, making the cheque a bearer instrument that could be negotiated by delivery alone.

The Court further held that the Bills of Exchange Act prevails over the CPA Clearing Rules.

The appellants, a corporation and its chairman, appealed a Divisional Court order permitting the respondent to amend its statement of claim.

The amendments sought to add claims for intentional interference with economic relations and conspiracy to injure against the chairman personally.

The Court of Appeal allowed the appeal in part.

It struck the claim for intentional interference because the respondent failed to plead the requisite unlawful means.

However, the Court permitted the conspiracy to injure claim to proceed, holding that it was not plain and obvious at the pleadings stage that the Said v. Butt exception—which protects corporate officers acting bona fide in the company's interests—would immunize the chairman from personal liability.