Corporate/Commercial Law - OCA

The appellants appealed a summary judgment finding them liable on a personal guarantee for a corporate debt.

The guarantee was provided via an email stating 'I will personally guarantee the debt to Pintar in full.

Signed Chris'.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that the email exchange created a binding guarantee, with forbearance in collecting the debt serving as consideration.

The appellants appealed a summary judgment order dismissing their claim against the respondent for knowing assistance in breach of fiduciary duty.

The dispute arose from the sale of the appellants' shares in a family-owned shopping mall to the remaining family members, who then sold a 50% interest to the respondent at a higher valuation.

The Court of Appeal upheld the motion judge's finding that there was no evidence the respondent had actual knowledge of the alleged fraudulent and dishonest conduct or breach of fiduciary duties towards the appellants.

The appellant real estate company sued the respondents for oppression under the Business Corporations Act and for breach of contract after being locked out of a condominium project following a corporate restructuring.

The trial judge found oppression and awarded compensation but did not address the breach of contract claim.

The Divisional Court reversed the oppression finding and dismissed the entire action.

On appeal, the Court of Appeal upheld the dismissal of the oppression claim, finding the restructuring was not unfairly prejudicial because the appellant was indemnified.

However, the Court found the Divisional Court erred in dismissing the unadjudicated breach of contract claim and remitted it for trial.

The appellants appealed a summary judgment in favour of the respondent bank for mortgage, line of credit, and credit card debts.

The appellants argued that 'Bill-Consumer Purchases' documents they submitted were legal tender for their debts.

The Court of Appeal dismissed the appeal, finding that the documents had no commercial value and the debts remained unpaid.

The appellants, guarantors of a corporate debt, appealed a summary judgment enforcing their guarantee and dismissing their counterclaim for conspiracy.

The debt and guarantee had been assigned to the respondents, who sued for the shortfall after the debtor's assets were sold in insolvency proceedings.

The Court of Appeal dismissed the appeal, finding the guarantee permitted assignment without consent and there was no evidence to support the appellants' claim that the assets were sold below fair market value due to a conspiracy.

An Ontario car dealer purchased a vehicle originally from Québec and sold it to an Ontario wholesaler.

At the time, a finance company had an unregistered security interest in the vehicle under Québec law, which it registered 12 days later.

Under the Civil Code of Québec, this registration was retroactive.

The finance company sued the Ontario purchasers to enforce its security interest.

The trial judge found for the finance company, holding that the purchasers' presumed good faith was rebutted by their failure to act with due diligence.

The Court of Appeal dismissed the purchasers' appeal, determining that the standard of review for foreign law is correctness, and agreeing that the purchasers' failure to take prudent steps to verify title rebutted the presumption of good faith under Québec law.

The appellant appealed a trial judgment awarding it $203,000 in damages for breach of contract, negligent misrepresentation, and breach of fiduciary duty arising from mortgage advances.

The appellant sought the full amount of the mortgage advances ($2.7 million).

The respondents cross-appealed, arguing the action should be dismissed due to novation.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the trial judge correctly applied a common sense view of causation in determining that the substitution of a new debtor broke the chain of causation, and that the novation argument failed because the appellant's claim was based on the Mortgage Administration Agreement, not the loan itself.

The appellant tenant appealed from two orders: one dismissing her application to direct arbitration under a commercial lease, and another granting the respondent landlord a writ of possession.

The Court of Appeal dismissed the first appeal, finding that the arbitration clause did not apply to the dispute over a future lease after the original lease and extension agreement had expired.

The second appeal was quashed for want of jurisdiction under s. 78(1) of the Commercial Tenancies Act.

The appellant appealed a motion judge's decision granting partial summary judgment to the respondents on the issue of product ownership.

The Court of Appeal upheld the finding that there was no triable issue regarding the appellant's ownership of the product, noting the appellant's pleadings and a 1996 licensing agreement were inconsistent with ownership.

However, the Court allowed the appeal in part, striking the declaration that the respondent owned the product because the respondent had not filed a counter-claim.

The appellants appealed the dismissal of their motion to certify a class action against the respondent bank for allegedly charging undisclosed and unauthorized fees on foreign currency credit card transactions.

The motion judge had refused certification on the basis that compensatory damages could not be determined on a class-wide basis, as it would require individual assessments of how each cardholder would have behaved had the fees been disclosed.

The Court of Appeal allowed the appeal, finding that the motion judge erred in applying a tort-like approach to assessing damages for breach of contract.

The Court held that an aggregate assessment of damages was possible under section 24 of the Class Proceedings Act, 1992, and that a class proceeding was the preferable procedure.

The appellant appealed a trial judgment that declined to grant specific performance of a shareholders' agreement regarding his shares.

The Court of Appeal dismissed the appeal, noting that post-judgment events had largely overtaken the appeal and that the trial judge was not asked to address the applicability of the agreement to the appellant's personal shares separately.

The Court also declined to interpret the term 'voluntary retirement' in the agreement, leaving it open for any subsequent litigation regarding share valuation.

The appellant corporation appealed a partial summary judgment order.

The president and CEO of the appellant corporation had pledged shares as security for a loan advanced by the respondent, representing that all was in order despite a notice of restriction on the transfer of the shares.

The Court of Appeal dismissed the appeal, holding that under section 19 of the Business Corporations Act, the corporation could not rely on its own non-compliance with its articles and by-laws to defeat the claim, as there was no evidence the respondent knew or ought to have known of the non-compliance.

The appellants appealed a motion judge's decision that the respondent bank, as the holder of the appellants' guarantee, was not a 'secured creditor' under section 2 of the Farm Debt Mediation Act.

The Court of Appeal agreed with the motion judge, finding that the respondent was not required to give the appellants notice under section 21(1) of the Act before commencing an action on the guarantee.

The appeal was dismissed with costs.

The appellants appealed a trial judgment, arguing the trial judge reversed the onus of proof and misapprehended evidence regarding a contract dispute.

The Court of Appeal dismissed the appeal, finding that because time was not of the essence, the appellants bore the onus to prove the respondent caused the delay and resulting damages.

The court also found no palpable and overriding error in the trial judge's factual findings, noting the appellants continued to pay the respondent without complaint until well after completion.

The appellants appealed a trial decision which found that the respondent did not misuse confidential information to obtain a commercial contract.

The Court of Appeal dismissed the appeal, finding no palpable or overriding error in the trial judge's conclusion that the confidential material was not used by or of assistance to the respondent, as the minimum price had been agreed upon before the information was supplied.

The appellant appealed the dismissal of his application for partition and sale of lands held in trust for a partnership among four brothers, and the granting of the respondents' counter-application.

The Court of Appeal upheld the applications judge's finding of a partnership and his exercise of discretion in denying partition, noting the partners' interest was not possessory.

However, the Court granted leave to appeal costs, finding the award of substantial indemnity costs unduly harsh given the history of acrimony, and varied the costs below to $10,000.

The appellants appealed a decision finding that a transaction involving cows was an option to purchase rather than a security interest.

The Court of Appeal upheld the applications judge's finding that the substance of the transaction was an option to purchase, which does not create a security interest under the Personal Property Security Act.

The court also declined to review the procedural issue of whether a trial of an issue should have been directed, as the parties had agreed to the procedure followed.

The appeal was dismissed with costs.

The appellant manufacturer sought coverage under its comprehensive general liability insurance policy for costs incurred to remedy a defective transformer incorporated into its product.

The motions judge held the loss was caused by an 'occurrence' (defined as an accident) but applied an exclusion clause to part of the claim.

On appeal and cross-appeal, the Court of Appeal held that defective manufacture does not constitute an 'accident' or 'occurrence' under the policy.

The cross-appeal was allowed, and a declaration was issued that the policy did not apply to the claim.

The appellant appealed a summary judgment granted in favour of the respondent regarding liability for payment of bills.

The Court of Appeal upheld the summary judgment, finding no error in the motions judge's conclusion that the parties intended for the respondent to look to the appellant for payment, rather than the Titan group.

The court also found no basis to interfere with the costs award.

The appeal was dismissed with costs fixed at $3,000.

The appellants appealed an order granting summary judgment to the respondent.

The Court of Appeal upheld the motion judge's interpretation of the contract regarding liability.

The Court also agreed that cross-examination was not necessary on the issue of mitigation of damages, as the evidence was not solely available to the plaintiff.

The appeal was dismissed with costs.