Corporate/Commercial Law - OCA

The appellants appealed an order striking out portions of their statement of claim.

The struck portions alleged that the respondent bank owed a duty of care to the appellants, who were not its customers, to inquire into its customer's activities to ensure the accounts were not used for fraudulent purposes.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that the facts pleaded did not give rise to a recognized duty of care, nor did they warrant recognizing a new duty of care under the Anns/Kamloops principles.

The appellant appealed a trial judgment finding he breached a non-competition provision in a Shareholders Agreement.

The appellant argued this finding was inconsistent with the trial judge's conclusion that he did not breach a fiduciary duty when he left his employment and took a specific client's business.

The Court of Appeal dismissed the appeal, holding there was no inconsistency because the Shareholders Agreement required the appellant to relinquish his shares to avoid the non-competition provision, which he failed to do.

The appellant bank appealed a trial judgment awarding the respondent damages for losses arising from forged cheques drawn on its account by an employee.

The bank argued that a verification of account clause in the banking agreement provided a complete defence.

The Court of Appeal dismissed the appeal, finding that the clause did not clearly and unambiguously apply to forged cheques, which are wholly inoperative under s. 48(1) of the Bills of Exchange Act.

The respondent's cross-appeal for additional compensatory and punitive damages was also dismissed due to insufficient evidence and lack of basis for punitive damages.

The appellant purchased goods from the respondents and resold them to a separate company, Global Sales Limited.

The trial judge found the respondents breached their contract and made negligent misrepresentations, but dismissed the action because the losses were sustained by Global, not the appellant.

The trial judge also denied the appellant's late motion to add Global as a plaintiff.

The Court of Appeal upheld the trial judge's findings, confirming that Global was an independent legal entity and that adding it as a party after the close of evidence would be irreparably prejudicial to the respondents.

The appeal was dismissed.

The appellant appealed a decision finding that its commercial general liability insurance policy did not cover its distribution centres.

The application judge found the policy ambiguous and relied on uncontroverted extrinsic evidence to determine the parties' intentions regarding coverage.

The Court of Appeal agreed with the finding of ambiguity and dismissed the appeal, awarding costs to the respondent.

The appellants appealed a trial judge's finding that an offer to lease commercial premises did not constitute a binding lease agreement.

The trial judge admitted parol evidence showing the parties intended the offer to be preparatory to a formal lease and that the respondent never gained possession of the premises.

The Court of Appeal upheld the trial judge's findings, concluding that the parol evidence was admissible to determine the factual matrix and that the doctrine of part performance did not apply because possession was never granted.

The appeal was dismissed with costs.

The moving parties sought leave to appeal an order approving a settlement in the CCAA proceedings of Nortel Networks.

The Court of Appeal denied leave, finding no procedural or substantive unfairness in the settlement.

The motion judge had carefully balanced the various interests at stake and made no demonstrable error.

The respondent claimed damages for breach of an Exclusive Selling Agreement after the appellant withdrew its business from sale.

The trial judge awarded damages based on a transaction fee calculated from a rejected Letter of Intent.

On appeal, the Court of Appeal held that the agreement limited compensation to circumstances where an accepted agreement of purchase and sale existed.

Since no such transaction occurred, no fee was payable.

The appeal was allowed and the action dismissed.

The appellants appealed a trial judgment declaring that a lease agreement for a municipal solid waste demonstration plant expired on January 28, 2003, and ordering the third party to indemnify the respondent municipality.

The Court of Appeal upheld the trial judge's interpretation that the automatic three-year extension was triggered when the facility first accepted waste, not when it was fully completed.

The Court also upheld the finding that the third party was bound by an indemnity undertaking contained in its proposal, which was incorporated into the agreement between its wholly-owned subsidiary and the municipality.

The appellants entered into a franchise agreement with the respondents.

The business failed, and the appellants sought to rescind the agreement under s. 6(2) of the Arthur Wishart Act, arguing the franchisor failed to provide adequate disclosure.

The application judge found the disclosure was incomplete but not void ab initio, restricting the appellants to the 60-day rescission period under s. 6(1).

The Court of Appeal allowed the appeal, holding that the disclosure document was so materially deficient—lacking a signed certificate, financial statements, and other required information—that it amounted to no disclosure at all.

The appellants were therefore entitled to the two-year rescission period under s. 6(2).

The respondent paid $222,500 to purchase shares but never received them.

The motion judge granted partial summary judgment for $202,500, accounting for a $20,000 counterclaim.

The appellants appealed, arguing an alleged oral agreement regarding profit sharing created a genuine issue for trial.

The Court of Appeal dismissed the appeal, finding no genuine issue requiring a trial as the individual appellant admitted to personally guaranteeing the subscription price and failing to pay.

The appellants appealed the dismissal of their application for a declaration that sections 7(3)(d)(i) and 7(3)(h.2) of the Personal Information Protection and Electronic Documents Act (PIPEDA) violate section 8 of the Charter.

The Royal Bank of Canada had obtained information from the Toronto Dominion Bank regarding fraudulent mortgage transactions involving the appellants' trust accounts, which it used to obtain a Mareva injunction.

The Court of Appeal dismissed the appeal, finding that PIPEDA regulates private organizations and does not transform them into state agents, thus section 8 of the Charter was not engaged.

Furthermore, the appellants lacked a reasonable expectation of privacy in the records.

The appellants, minority shareholders of Asbestos Corporation Limited, commenced an action in Ontario in 1987 for an oppression remedy and other relief following the takeover of the corporation by the Province of Quebec.

The appellants did not pursue the Ontario action until 2003, after exhausting five other proceedings in different forums.

The motion judge dismissed the action for delay and, in the alternative, stayed it on the basis of forum non conveniens and abuse of process.

The Court of Appeal upheld the motion judge's decision, finding no error in her conclusions that the delay was inexcusable, Quebec was the more appropriate forum, and the attempt to relitigate issues already decided elsewhere constituted an abuse of process.

The appellant, a former director of a condominium corporation, sought a declaration that the respondent insurer had a duty to defend him in an action brought by the corporation.

The application judge dismissed the application, finding the extension of coverage was not triggered and the negligence claim was merely derivative of deliberate conduct.

The Court of Appeal allowed the appeal, holding that the effective date for assessing the appellant's knowledge was the start of the successive policy periods, at which time a claim was not reasonably foreseeable.

Furthermore, the negligence claim was independent, triggering the insurer's duty to defend.

The appellant insurer appealed a decision finding it had a duty to indemnify the respondent insured under a commercial general liability policy for damages arising from defective concrete.

The insurer relied on the 'Your Work' and 'Rip and Tear' exclusions.

The Court of Appeal dismissed the appeal, holding that the 'Your Work' exclusion was ousted by the 'subcontractor' exception because the entity that supplied the defective concrete was properly characterized as a subcontractor.

The Court also found the 'Rip and Tear' exclusion incomprehensible and therefore inapplicable.

The plaintiffs brought an action including a claim for oppression under the Canada Business Corporations Act (CBCA) alongside eight other causes of action.

The defendant obtained an order for security for costs from a master, which was upheld by a Superior Court judge.

The plaintiffs sought leave to appeal to the Court of Appeal under s. 249(2) of the CBCA, arguing the CBCA governed the appeal route.

The defendant moved to quash the application, arguing the proper route was to the Divisional Court under the Rules of Civil Procedure.

The Court of Appeal granted the motion to quash, finding that the core of the action was not an oppression claim and the plaintiffs had already initiated the appeal process under the civil rules.

The appellant appealed a motion judge's decision finding that a proposed purchase agreement complied with the transfer provisions of a joint venture agreement.

The joint venture agreement required a co-owner to sell 'all' of its interest if selling without consent.

The Court of Appeal allowed the appeal, finding that the motion judge erred in concluding the interest was restricted to the plaza portion of the property.

The plain wording of the agreement and commercial reality dictated that the interest also included a vendor take-back mortgage and shareholder loans.

A declaration was issued that the purchase agreement did not comply with the joint venture agreement.

The appellant, a former director and shareholder of a company, appealed a summary judgment enforcing his personal guarantee of the company's line of credit.

The appellant argued that the bank's restructuring of the loan from a revolving line of credit to a term loan without notice to him materially altered the credit agreement, relieving him of liability.

He also argued the bank failed to protect its security interest in the company's inventory.

The Court of Appeal dismissed the appeal, finding that the restructuring was an enforcement measure contemplated by the original agreement, not a material alteration.

Furthermore, the guarantee was unconditional, and the bank had no duty to protect the security interest.

The appellant, manager of an income trust, appealed a decision regarding the interpretation of the trust's declaration of trust.

The dispute centered on the method and date for calculating the 'Net Realized Proceeds per Unit' for units redeemed by the respondents.

The Court of Appeal upheld the application judge's finding that the valuation date was the correct date for determining the redemption price under both calculation methods provided in the declaration of trust.

The appeal was dismissed with costs.

The appellant brought an action in Ontario for injuries sustained in a slip and fall on a cruise ship owned by the respondent.

The respondent successfully moved to stay the action based on a forum selection clause in the cruise contract.

On appeal, the Court of Appeal upheld the motion judge's decision, finding that the appellant was bound by the contract and failed to show strong cause why the forum selection clause should not be enforced.