Corporate/Commercial Law - OCA

The appellant electrical contractor appealed the dismissal of its action against the respondent regional municipality.

The appellant alleged the municipality breached its procurement bylaws by engaging in contract-splitting to award work to a competitor.

The Court of Appeal upheld the trial judge's findings that the municipality's task-oriented approach did not violate the bylaws and that there was no evidence of unfair treatment or contract-splitting.

Furthermore, the appellant failed to prove any damages.

The appeal was dismissed.

The appellants appealed a summary judgment decision dismissing their claim against the respondent bank and granting judgment to the bank on its counterclaim.

The appellants argued their procedural rights were denied because the motions judge did not follow a prior endorsement by another judge regarding a mini-trial.

The Court of Appeal dismissed the appeal, finding the parties had agreed to proceed before the motions judge and the prior order was not binding.

The court upheld the finding that there was no genuine issue for trial, as the appellants had defaulted on their line of credit and mortgage loan.

The appellant, a member of a not-for-profit housing co-operative, appealed the dismissal of his application for the appointment of an inspector and a compliance order under the Co-operative Corporations Act.

He alleged a pattern of mismanagement by successive boards of directors.

The Court of Appeal dismissed the appeal, finding no error in the application judge's conclusion that the appellant failed to provide sufficient evidence of mismanagement or malfeasance to warrant intervention.

A motion to adduce fresh evidence was also dismissed as it related to issues not raised in the initial application.

The Bank appealed a trial judgment finding it liable for knowing assistance in a breach of trust after it allowed a payroll processing company continued access to electronic banking facilities despite knowing of a deficit in a trust account.

The plaintiffs cross-appealed the dismissal of their claim for knowing receipt of trust funds regarding a transfer that reduced an overdraft.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the trial judge correctly applied the knowledge requirement for knowing assistance and made no palpable and overriding error in concluding the Bank had no obligation to inquire into the overdrafts.

The appellant landlord appealed a trial judgment finding it had wrongfully terminated a commercial lease.

The trial judge found the parties had agreed on the quantum of rent arrears and the landlord had waived any additional amounts.

The Court of Appeal dismissed the appeal, finding no error in the trial judge's conclusions on waiver, credibility, tax credits, or compensation for the tenant's equipment left on the premises.

The appellants, concert promoters, sued Bell Media for breach of contract, promissory estoppel, and breach of fiduciary duty after Bell refused to sell them radio advertising.

The motion judge struck the claims, denying leave to amend the breach of fiduciary duty claim.

On appeal, the appellants sought leave to amend their claim based on a failure to contract.

The Court of Appeal dismissed the appeal, holding that a failure to contract in these circumstances does not qualify as a breach of fiduciary duty, and thus the proposed amendment would not cure the defect.

The appellant sold his print services business to the respondents, who subsequently stopped making payments on the promissory note, leaving a balance of $94,600.

The appellant brought an application for judgment, which the application judge dismissed upon finding the appellant made a fraudulent misrepresentation regarding the value of the business equipment.

The Court of Appeal allowed the appeal, finding the evidence fell short of establishing fraudulent misrepresentation, and ordered the matter to proceed to trial due to the numerous factual disputes.

The respondents sold trademarks and a customer base to a corporation under a purchase agreement, with the purchase price payable by post-dated cheques.

The appellant, the sole director of the corporation, signed the agreement personally under a clause requiring him to cover any bounced cheques.

After the corporation went into receivership and cheques bounced, the respondents obtained partial summary judgment against the appellant on the personal guarantee.

The appellant appealed, arguing inadequate reasons, lack of a liability finding against the corporation, and that the clause was not a guarantee.

The Court of Appeal dismissed the appeal, finding the reasons adequate, noting a guarantee is enforceable even if the principal debtor is bankrupt, and concluding the clause clearly constituted a personal guarantee.

The appellant Town appealed a summary judgment order granted in favour of the respondent commercial tenant.

The Town had evicted the tenant for rent arrears and later sold a router left on the premises, applying the funds to charity.

The Town brought a motion for summary judgment arguing the limitation period had expired, but the motion judge granted summary judgment in favour of the tenant.

The Court of Appeal dismissed the appeal, finding the motion judge had the power to grant judgment for the non-moving party and correctly held the limitation period began when the tenant learned of the sale.

The appellant purchased a used vehicle financed by the respondent.

After experiencing issues with the vehicle, the appellant defaulted on payments and returned the vehicle to the dealership.

The respondent sold the vehicle at public auction and obtained summary judgment for the deficiency balance.

On appeal, the appellant argued the dealership made misrepresentations and the respondent failed to provide proper notice of sale under the Personal Property Security Act.

The Court of Appeal dismissed the appeal, finding no evidence of a close relationship between the dealership and the respondent to attribute misrepresentations, and concluding that any failure to provide notice did not undermine the right to claim a deficiency absent proof of damages.

The appellants defaulted on a loan secured by both a promissory note and a mortgage.

The promissory note contained a provision escalating the interest rate from 0.75% to 10% upon default, while the mortgage contained late payment and default fees.

The motion judge granted summary judgment enforcing the 10% interest rate and the fees.

On appeal, the Court of Appeal held that because the promissory note and mortgage secured the same debt, section 8 of the Interest Act applied to both instruments.

The interest escalation provision and the late fees were found to violate section 8's prohibition against penalties on arrears secured by a mortgage and were set aside.

The appellants appealed a summary judgment permitting the respondent to enforce a Delaware judgment, including an order for a constructive trust, against the corporate appellants in Ontario.

The appellants argued the motion judge failed to consider the impact of the constructive trust on third parties, thereby misapplying the Pro Swing factors.

The Court of Appeal dismissed the appeal, finding the motion judge was alive to potential third-party impacts and that any unfairness was entirely speculative on the record.

The appellant, an Ontario-based multi-national enterprise, appealed a motion judge's finding that Ontario law governed its contract with the respondent, an Alberta corporation.

The contract, which lacked a choice of law clause, was for the design and sale of a fryer and oven system that allegedly caused a fire at the respondent's plant.

The Court of Appeal upheld the motion judge's application of the 'closest and most real connection' test, agreeing that the nature, subject matter, and place of performance of the contract favoured Ontario, as the system was designed and its components ordered there.

The appeal was dismissed.

The appellant and respondent entered into a business arrangement to acquire a property, incorporating a company to hold it.

The respondent provided financing, secured by promissory notes and share pledging agreements.

When a third partner defaulted, the appellant acquired his shares but failed to pay the outstanding debt associated with them.

The trial judge found the respondent was entitled to forfeit the unpaid shares, resulting in a 55% ownership stake for the respondent.

The Court of Appeal dismissed the appeal, holding that the trial judge reasonably interpreted the interconnected agreements and correctly found that the statement of claim served as sufficient written notice of forfeiture.

The appellants appealed a trial judgment finding them liable for fraud and breach of contract related to a carpet supply and installation contract with a public housing corporation.

The trial judge found the appellants engaged in a deliberate scheme of falsifying invoices and supplying substandard materials, awarding compensatory damages, punitive damages, and full indemnity costs.

The Court of Appeal upheld the trial judge's findings on liability, compensatory damages, and costs, confirming that a contractual stop-payment clause was not a penalty or liquidated damages provision.

However, the Court allowed the appeal in part to set aside the joint and several nature of the punitive damages award and the punitive damages awarded against the deceased employee's estate, leaving the principal appellant solely liable for the punitive damages.

The appellant law firm performed collection work for the respondent bank under a written agreement.

Following the termination of the agreement, the parties disputed the interpretation of a provision regarding invoicing for services performed up to the termination date.

The motion judge agreed with the respondent's interpretation and granted summary judgment dismissing the action.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error or extricable question of law in the motion judge's interpretation of the contract.

The court also held that the general duty of honesty in contractual performance recognized in Bhasin v. Hrynew did not affect the interpretation.

The franchisor sued the franchisees for breach of contract, and the franchisees counterclaimed for rescission of the franchise agreement under s. 6(2) of the Arthur Wishart Act, alleging the franchisor failed to disclose ongoing litigation against a competing business.

The motion judge granted partial summary judgment dismissing the rescission claim, finding the undisclosed litigation was not a stark and material deficiency.

The Court of Appeal dismissed the franchisees' appeal, holding that summary judgment was appropriate and that the litigation, which was commenced to protect franchisees, was not a material fact and its omission did not amount to a complete failure to provide a disclosure document.

The appellants appealed a trial judgment regarding a claim for indemnity by Tarion Warranty Corporation.

The central issue was whether Tarion's claim was caught by s. 18 of the Limitations Act.

The Court of Appeal dismissed the appeal, holding that s. 18 did not apply because Tarion was not sued.

The limitation period did not begin to run until Tarion paid out money to a third party, meaning the claims were brought within the applicable limitation period.

The landlord appealed a decision declaring its Notice to Vacate void and granting a permanent injunction restraining it from re-entering the leased premises.

The landlord sought to demolish the building and argued the lease limited the tenant's remedies to damages.

The Court of Appeal dismissed the appeal, finding the limitation clause did not apply to the landlord's arbitrary repudiation and trespass, and upheld the permanent injunction as an appropriate remedy to protect the tenant's property rights.

The appellant factor appealed a decision regarding the interpretation of an 'Acceptance of Goods' document.

The appellant argued the document contained a promise by the respondent debtor to pay the amounts in the referenced invoices, characterizing it as an estoppel certificate.

The Court of Appeal dismissed the appeal, finding the document was merely an acknowledgement that the respondent would direct payments owed to its supplier to the appellant without set-off or deduction, but did not constitute a promise to pay the face amount of the invoices regardless of the actual amount owing.