Corporate/Commercial Law - OCA

The appellant appealed an order enforcing a Letter of Request (LOR) from a US District Court seeking document production and examination of representatives in relation to a US antitrust class action.

The appellant argued the application judge failed to exercise independent discretion and merely accepted the LOR at face value.

The Court of Appeal dismissed the appeal, finding the application judge properly applied the Friction Division Products criteria, sought clarification from the US judge, and correctly concluded that the requested information was relevant, necessary, and not otherwise obtainable.

The tenant obtained creditor protection under the CCAA and sent a letter to the landlord repudiating its commercial lease.

The landlord did not acknowledge or accept the repudiation.

The tenant subsequently went bankrupt, and the trustee in bankruptcy disclaimed the lease, disallowing the landlord's claim for unrecoverable expenses for the remainder of the lease term.

The landlord's successor appealed the dismissal of its motion to set aside the disallowance.

The Court of Appeal dismissed the appeal, holding that an unaccepted repudiation does not terminate a lease, and therefore the lease remained in effect at the date of bankruptcy and was subject to the trustee's statutory disclaimer.

The parties were joint venturers in property development who had a falling out, leading to the appointment of a Receiver to sell properties in Waterloo, London, and Oshawa.

The motion judge approved the Receiver's amended sales process, which included a stalking horse offer from the respondent, despite finding that the respondent had engaged in tactical conduct to derail the original sales process.

On appeal, the Court of Appeal held that the motion judge erred by disregarding the respondent's conduct when exercising her discretion, as the conduct undermined the integrity of the court-supervised sales process.

The appeal was allowed in part, and the Waterloo property was ordered sold to the appellant in accordance with his original bid.

The appellant appealed a motion judge's decision to stay its application in favour of arbitration.

The dispute arose from a comprehensive settlement agreement regarding tobacco smuggling, which contained an arbitration clause.

The appellant sought declarations regarding whether a class action brought by a tobacco board constituted a released claim under the agreement, affecting the respondent's right to escrow settlement payments.

The Court of Appeal allowed the appeal in part, holding that while the arbitrator had jurisdiction to determine issues under section 7 of the agreement, the court must determine issues under section 15 because the tobacco board was not a party to the arbitration agreement and its rights were directly implicated.

The appellant appealed a judgment fixing the amounts owing under a commercial lease.

The Court of Appeal dismissed the appeal, finding no error in the application judge's interpretation of the offer to lease and renewal document.

The court also found no unfairness in the application judge fixing the actual amounts owing, as the appellant had a fair chance to present its position on quantification.

The appellant appealed an order dismissing its motion to stay the respondents' action based on an exclusive forum selection clause in their agreements.

The Court of Appeal dismissed the appeal, finding that even if the clause applied, the respondents had shown 'strong cause' not to enforce it.

The court noted the appellant's delay in raising the jurisdictional issue, its inconsistent positions, and the risk of inconsistent verdicts between Canada and the United States.

The appellant deposited a materially altered cheque into his account at the respondent credit union as part of a wire transfer scam.

After the drawee bank dishonoured the cheque, the respondent exercised its common law right of charge-back against the appellant's accounts and sued for the unrecovered balance.

The trial judge found for the respondent.

On appeal, the appellant argued that the right of charge-back was extinguished once the respondent received funds from the drawee bank, and alternatively, that the respondent was negligent in failing to warn him that the credit was provisional.

The Court of Appeal dismissed the appeal, holding that a collecting bank does not lose its right of charge-back upon receiving payment from the drawee bank, and that the respondent owed no duty to warn the appellant in these circumstances.

The applicant, Labatt, brought an application seeking an interpretation of a renewal provision in a previous sponsorship agreement with the respondent, NHL.

The application judge found that the parties had reached a new, binding sponsorship agreement, a position that Labatt had not pleaded or advanced during the hearing.

The NHL and Molson appealed.

The Court of Appeal allowed the appeal, holding that it was procedurally unfair and contrary to natural justice for the application judge to base his decision on a novel theory of liability that was never pleaded and to which the respondents had no opportunity to respond.

The judgment was set aside and the matter remitted to a different judge.

The appellant, a former executive and minority shareholder, sued the respondents in Ontario for wrongful dismissal, unpaid wages, and oppression.

The motions judge denied the appellant's motion for partial summary judgment and granted the respondents' motion to stay the action based on an exclusive forum selection clause in a Shareholders' Agreement favouring England.

On appeal, the Court of Appeal upheld the denial of summary judgment but set aside the stay.

The Court found that the motions judge erred by ignoring a non-exclusive Ontario forum selection clause in the appellant's Service Agreement and by failing to consider that the respondents had attorned to Ontario's jurisdiction by defending the action on the merits and counterclaiming before invoking the English forum selection clause.

The plaintiff sued the defendants for unpaid invoices and a promissory note.

The parties reached a settlement agreement, but the defendants failed to comply with its terms.

The plaintiff then obtained default judgment in the action, which was later set aside because a waiver of defence was still in place.

The plaintiff subsequently sought to enforce the settlement agreement.

The Court of Appeal held that by electing to pursue default judgment, the plaintiff made a binding election at common law to treat the settlement agreement as repudiated and to proceed with the litigation.

Consequently, the plaintiff was precluded from later seeking to enforce the settlement.

The appellant company appealed a summary judgment in favour of the respondent bank for an undisputed debt amount.

The appellant argued that the respondent had orally agreed to change the loan agreement so it was no longer payable on demand.

The Court of Appeal upheld the motion judge's conclusion that this argument lacked an air of reality and was not supported by the written agreement.

The appeal was dismissed.

The appellants appealed a motion judge's decision dismissing their motion to stay or dismiss the respondent's action on the basis of forum non conveniens.

The appellants argued that the motion judge misplaced the evidentiary burden by failing to require the respondent to show why the action should be heard in Ontario, given an exclusive jurisdiction clause favouring Quebec or New York.

The Court of Appeal dismissed the appeal, finding that while the motion judge may have erred in principle regarding the burden of proof under the forum selection clause, order and fairness overwhelmingly favoured Ontario as the appropriate forum due to the existence of multiple related proceedings already before the Ontario courts.

The appellant appealed an order dismissing its motion to stay or dismiss the action on jurisdictional grounds.

The Court of Appeal upheld the motion judge's findings that the dispute did not arise 'in connection with' the Confidentiality Agreement, and therefore the arbitration clause did not apply.

The Court also agreed that there was a real and substantial connection between Ontario and the subject matter of the action, and found no basis to interfere with the motion judge's determination that Ontario was the forum conveniens.

The appeal was dismissed with costs fixed at $10,000.

The Minister of Finance appealed a decision entitling the respondent corporation to defer land transfer tax on the acquisition of properties from a related company.

The deferment depended on whether the two companies were 'affiliates' controlled by the same person under the Land Transfer Tax Act.

While the companies were under the de facto control of the same individual, they were not under the same de jure control.

The Court of Appeal held that the statutory definition of control is exhaustive and requires de jure control.

The appeal was allowed and the Minister's decision denying the deferment was restored.

The appellants appealed the dismissal of their motion to stay proceedings based on a forum selection clause designating British Columbia for arbitration.

The Court of Appeal found that the motion judge erred by failing to apply the 'strong cause' test from Pompey v. Ecu-Line N.V. However, exercising its own discretion under s. 106 of the Courts of Justice Act, the Court dismissed the appeal.

The Court held that due to the appellants' two-year delay in bringing the motion and the significant steps already taken in the Ontario litigation, it would be unjust to require the respondent to start afresh in British Columbia.

The appellants appealed a trial judgment that awarded the respondent a 56% equity interest in a leased truck as a remedy for the appellants' failure to provide reasonable notice of termination of an employment agreement.

The Court of Appeal found that the trial judge erred, as the lease agreement did not confer an ownership interest prior to the exercise of the purchase option.

The Court determined the respondent was entitled to $6,000 in damages for two months' notice.

However, the Court also found the respondent breached the lease by failing to return the truck when he stopped making payments, causing a $6,000 loss in depreciation to the appellants.

The Court allowed the appeal, striking the equity award and finding the offsetting damages cancelled each other out, with no costs awarded.

The appellant onion growers suffered significant crop losses due to onion maggots and sued the manufacturer and seller of the insecticide Dyfonate for breach of warranty and negligence.

The trial judge dismissed the action, finding that the crop failure was caused by unusually cool and dry environmental conditions that delayed the emergence of the maggots, rather than a defect in the insecticide.

The Court of Appeal upheld the trial judge's factual findings and concluded that the respondents provided no express or implied warranties regarding the insecticide's effectiveness under those unusual conditions, nor were they negligent.

Following the bankruptcy of Canada 3000, airport authorities sought to seize leased aircraft for unpaid charges.

The parties negotiated protocols allowing the release of the aircraft to the lessors in exchange for a Release Fund.

The Supreme Court of Canada later held that the authorities had a statutory right to detain the aircraft, which could be exercised against the substituted security.

The lessors appealed a motion judge's order allowing the authorities to draw on the Release Fund, arguing the preconditions of the protocols were not met.

The Court of Appeal dismissed the appeal, finding that the protocols were a voluntary commercial arrangement and the authorities' right to the fund was triggered by the judicial grant of the detention remedy.

The appellants moved under Rule 49.09 for judgment in the terms of an alleged settlement agreement.

The motion judge dismissed the motion, stating that he could not determine on the affidavit evidence whether a binding settlement had been reached, but concluded by stating the proceeding would continue as if there had been no accepted offer.

The appellants appealed to the Court of Appeal.

The Court of Appeal quashed the appeal, holding that the motion judge's order was interlocutory because he did not make a final determination that no settlement existed, but rather found he could not decide the issue on the record before him.

As the order was interlocutory, the Court of Appeal lacked jurisdiction.

The appellant appealed a trial judgment dismissing its claims against a former employee for breach of a non-solicitation clause and misuse of confidential information.

The Court of Appeal upheld the trial judge's findings that the former employee did not solicit the client, but rather was approached by the client, and that the information used was provided by the client itself.

The appeal was dismissed with costs.