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.

The appellants appealed the dismissal of their application for relief from forfeiture regarding two commercial leases.

They argued the application judge erred by not considering that relief is generally granted for monetary arrears and whether the default could be cured.

The Court of Appeal dismissed the appeal, noting relief from forfeiture is a discretionary remedy and an exception.

The application judge properly considered the appellants' delay in proceeding and their failure to pay rent, which amounted to seven months' arrears, despite the landlord's offer to accept payment without prejudice.

The appellants sued the respondent for breach of confidence, alleging the respondent misused ticket booking data provided to it for billing and settlement purposes to create a competing data product.

The trial judge dismissed the claim, finding that the information was not communicated in confidence, largely due to the absence of a confidentiality clause in favour of the appellants in the relevant agreements.

The Court of Appeal upheld the trial judge's decision, finding no error in his assessment of the factual matrix and the reasonable person standard.

The appellant appealed an order granting summary judgment to enforce an Illinois default judgment.

The appellant argued there was no real and substantial connection between Illinois and the claim or the appellant, and that enforcing the judgment was contrary to public policy.

The Court of Appeal dismissed the appeal, finding that while the connection between Illinois and the appellant was not strong, there was a real and substantial connection between Illinois and the plaintiff's claim, which is sufficient to enforce the foreign judgment.

The court also found no public policy reason to refuse enforcement.

The appellant appealed an order interpreting a release executed following the settlement of a dispute.

The Court of Appeal upheld the application judge's finding that the release covered the claim for removal of excess fill, as the facts were known to the appellant when the release was executed.

The Court also upheld the reduction of a letter of credit and the imposition of additional terms.

The appeal was dismissed with costs.

The appellants appealed an order dismissing their Rule 21 motion to strike newly added claims for fraudulent transfer of assets.

The appellants argued the claims were statute-barred under the Limitations Act and should have been discovered earlier through corporate searches.

The motion judge found that the searches would not have necessarily revealed the new corporation and that the motion was a collateral attack on a previous order allowing the amendment.

The Court of Appeal agreed with the motion judge and dismissed the appeal.

The appellant real estate brokerage claimed a commission from the respondents based on an exclusive listing agreement.

The respondents had entered into a lease agreement and an agreement of purchase and sale with a third party during the extended term of the listing agreement.

The appellant argued this amounted to a completed transaction or an option to purchase.

The Court of Appeal upheld the application judge's dismissal of the claim, finding that the transaction was a lease pending a future sale, and any ambiguity in the broker-drafted agreement must be resolved in favour of the respondents.

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 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 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 vendor and purchaser of certain businesses disagreed on the method of calculating working capital adjustments under an asset purchase agreement.

An accounting firm, KPMG, was directed to calculate the adjustments according to approaches advocated by both parties.

The purchaser sought leave to appeal an order requiring it to make a payment based on KPMG's calculation, arguing KPMG exceeded its jurisdiction.

The Court of Appeal denied leave to appeal, finding that KPMG stayed within its mandate and its determination was final and binding.

The appellant appealed an order striking its claim against the respondent employees on a Rule 21 motion.

The motion judge had concluded that a release executed by the corporate parties included the employees and that the action was an abuse of process.

The Court of Appeal allowed the appeal, finding it was not plain and obvious that the release covered the employees, and that the motion judge impermissibly weighed evidence.

The Court also held that bringing a subsequent action against the employees was not an abuse of process, as the specific issues and duties of care were not decided in the earlier action against the principal.

The appellant employer appealed a trial judgment finding that its former successful salesperson was not a fiduciary and did not misuse confidential information when he left to start a competing business.

The Court of Appeal upheld the trial judge's findings, noting the employee had no management authority, hiring power, or corporate decision-making ability, and thus was not a fiduciary despite his high sales volume.

The Court also agreed that the customer information used was not confidential and the industry relied more on price and service than personal influence.