Corporate/Commercial Law - OCA

The appellant, 407 ETR, appealed a motion judge's decision regarding the application of the Limitations Act, 2002 to unpaid toll debts.

The Court of Appeal held that a civil action to collect unpaid tolls is not an 'appropriate means' under s. 5(1)(a)(iv) of the Limitations Act until the statutory licence plate denial process has run its course and the debtor's vehicle permit expires.

The Court also held that a 15-year limitation period in a transponder lease agreement is enforceable under s. 22(3) of the Limitations Act, even though it is a consumer agreement, because s. 22(3) permits parties to extend the limitation period.

The appeal was allowed.

The appellant landlord appealed a decision allowing the respondent tenant to exercise an option to purchase a commercial property.

The landlord argued the tenant was in default of rent payments.

The Court of Appeal upheld the application judge's finding that the tenant's obligation to pay rent was conditional on the successful completion of an asset purchase agreement, which had been delayed pending regulatory approval.

The tenant's cross-appeal for damages for rent paid during the delayed closing period was also dismissed due to a lack of evidence quantifying the loss.

The appellant travel agency appealed a summary judgment dismissing its claims for breach of contract, misappropriation of confidential information, and inducing breach of contract against a former employee and her new employer.

The Court of Appeal upheld the motion judge's finding that the restrictive covenant, which prohibited the employee from soliciting 'or accepting business' from the appellant's clients, was an unenforceable non-competition clause due to its broad wording and lack of a temporal limitation.

The court also found no error in the motion judge's conclusion that the appellant failed to prove the misappropriation of confidential information.

The appeal was dismissed.

The respondent unit owner sought to convert its monthly commercial parking spots into an hourly operation, requiring changes to the condominium's common elements.

The condominium board refused to approve the changes unless the respondent hired a full-time security guard due to safety concerns.

The application judge found the board's condition unfairly disregarded the respondent's interests under s. 135 of the Condominium Act, 1998.

The Court of Appeal allowed the appeal, holding that the application judge improperly relied on untested evidence and failed to accord deference to the board.

Applying the business judgment rule, the Court found the board acted honestly, in good faith, and its decision to prioritize security over the respondent's economic interests was within a range of reasonable choices.

The appellant appealed a Divisional Court decision that allowed the respondent's appeal from a certification judge's refusal to certify a negligent misrepresentation claim as a class action.

The claim arose from a 'best efforts' statement in an information folder provided to investors in the appellant's investment fund.

The Court of Appeal dismissed the appeal, finding that a class action was the preferable procedure.

The Court held that the common issues of duty of care, falsity of the representation, and negligence would significantly advance the claims, and that the individual issues of reliance and damages could be managed within the class proceeding framework, thereby providing access to justice for claims that were not economically viable to litigate individually.

The parties, who were partners in a land development project, disputed the interpretation of their Limited Partnership Agreement (LPA) and a subsequent 2005 document regarding the allocation of building lots.

The application judge declared the 2005 document enforceable and held that actions against a defaulting partner under Article 8.2 of the LPA required unanimous consent.

On appeal, the Court of Appeal upheld the enforceability of the 2005 document, finding it clarified an unclear term and was supported by functional consideration.

However, the Court allowed the appeal regarding Article 8.2, concluding that interpreting it to require unanimous consent would render other provisions meaningless and lead to commercially absurd results.

The applicant obtained a default judgment for fraud against the respondents regarding a tax loss allocation scheme.

He subsequently obtained an ex parte order under s. 101 of the Courts of Justice Act appointing a receiver over the respondents' assets.

Through further ex parte applications, the receivership was expanded into a broad investigative receivership freezing the assets of 43 additional non-party individuals and entities to protect the interests of thousands of other investors.

The Court of Appeal set aside the orders, holding that while s. 101 permits investigative receiverships in appropriate circumstances, the orders here were unjustifiably overreaching and went beyond protecting the applicant's judgment recovery.

The parties entered into an agreement where the respondent would solicit new customers for the appellant in exchange for a 5% commission.

After the appellant terminated the agreement, a dispute arose over whether commissions were owed for ongoing sales to customers brought in by the respondent.

The motion judge granted summary judgment to the respondent, finding the agreement required ongoing payments.

The Court of Appeal dismissed the appeal, upholding the motion judge's contractual interpretation, rejecting the defence of non est factum because the appellant failed to read the agreement, and finding no denial of procedural fairness regarding the appellant's equitable set-off claim.

The appellants appealed a judgment of the Superior Court of Justice.

On consent, the Court of Appeal dismissed the appeal and awarded costs to the respondent in the amount of $14,256.

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 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 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 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.