Corporate/Commercial Law - OCA

The appellant landlord appealed a summary judgment dismissing its claim for prospective rent after terminating a commercial lease for the tenant's default.

The motion judge interpreted the lease as limiting the landlord's recovery upon termination to arrears and a fixed penalty, finding that the lease's reference to "any other remedies available at law or in equity" did not preserve a right to prospective damages that was explicitly precluded later in the same provision.

The Court of Appeal upheld the interpretation, finding no error of law or palpable and overriding error, and dismissed the appellant's additional claims for pool removal costs, maintenance expenses, and costs on the motion below.

In a commercial lease dispute, the appellants challenged findings that the landlord breached the lease and acted in bad faith by terminating access to loading facilities central to the tenant’s business operations.

The court upheld the application judge’s lease interpretation, including that contractual improvements and related access rights could not be nullified through redesignation of common areas.

The court also upheld the finding of repudiatory breach, rejecting the argument that temporary restoration under a without prejudice consent order cured the breach.

A new argument that the tenant had irrevocably affirmed the lease was not entertained on appeal and was unpersuasive in any event.

The appeal was dismissed, with costs to the respondent.

This commercial lease appeal addressed validity of default and termination notices, the resulting lease termination findings, and related costs rulings.

The court upheld the application judge’s determinations and dismissed both the main appeal and the costs appeal after granting leave on costs.

The appeal concerned whether post-closing transactions triggered accelerated earn-out payment obligations under a share purchase agreement.

The court deferred to the application judge’s contractual interpretation and factual findings, concluding no trigger event requiring immediate full earn-out payment had been established.

The appeal was dismissed.

Two defendants appealed a trial judgment awarding substantial damages for breach of fuel-delivery contracts and for inducing breach.

The court upheld findings that Remote breached contract and good faith duties, that Wasaya induced the breach, and that mitigation findings were available on the record.

However, it held the trial judge erred by not applying the contractual limitation clause, reducing Remote’s liability to $50,000 while leaving Wasaya liable for $856,458.

The moving party defendants sought an extension of time to deliver their Notice of Appeal from a trial decision finding personal liability for fraudulent misrepresentation in connection with a real estate investment.

The motion judge applied the well-settled test for extensions of time, focusing on the merits of the proposed appeal as the central issue.

The moving parties failed to identify any error of law or palpable and overriding error of fact in the trial judge's findings, which included adverse credibility findings based on the failure to call a key witness and the failure to preserve business records.

The motion was denied with costs.

The appellants appealed from a summary judgment dismissing their claim for non-vested stock options under a consulting agreement.

The motion judge found the agreement was not a fixed term contract and that entitlement to unvested options was contingent on the appellants remaining engaged with the respondents on each vesting date.

The appellants raised a new argument on appeal regarding breach of the duty of good faith, which was not advanced below.

The appellants also challenged the costs award.

Appeal from summary judgment granting declaratory relief regarding a mortgage registered as security for a $300,000 consulting fee contingent on the receipt of a cannabis cultivation licence from Health Canada.

The motion judge found that the fee was conditional on licence issuance and, since no licence was ever obtained, the payment obligation never crystallized.

The appellate court upheld the finding that the mortgage was not a standalone unconditional obligation but security for a contingent payment, and that the motion judge properly considered the factual matrix including the Agreement of Purchase and Sale and the Transfer and Consultancy Agreement.

The appellant brought a simplified procedure action against Kia Canada Inc. related to his purchase of a Kia Sorento in 2016.

The action was dismissed at trial, with the trial judge finding no breach of contract or the Sale of Goods Act, and that the appellant failed to prove compensable damages.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings or credibility assessments.

The court agreed that the appellant failed to prove compensable damages, noting his lost wages claim contradicted his declared income and he failed to lead evidence regarding any loss on the sale of the vehicle.

The appellant corporation appealed a partial summary judgment enforcing a mortgage against its property.

The appellant argued the mortgage was a 'fraudulent instrument' under the Land Titles Act because the individual who executed it had fraudulently assumed control of the corporation.

The Court of Appeal dismissed the appeal, holding that the mortgage was not a forgery, the corporation was not a 'fictitious person', and the individual did not falsely hold herself out as the registered owner.

The doctrine of deferred indefeasibility did not invalidate the mortgage, and partial summary judgment was appropriate.

The appellants, suspected of defrauding the respondents of over US $71 million, entered into a settlement agreement requiring them to return assets in exchange for the respondents discontinuing various global civil proceedings.

The appellants brought a motion to compel the respondents to also withdraw Interpol Red Notices and discontinue criminal proceedings in Iran, or alternatively to set aside the settlement.

The motion judge dismissed the motion, finding the respondents only agreed to request the withdrawal of criminal proceedings, as they had no authority to unilaterally dismiss them.

The Court of Appeal upheld the motion judge's interpretation of the settlement agreement and dismissed the appeal.

The appellant tenant appealed an application judge's declaration that the respondent landlord reasonably exercised its discretion under a commercial lease to allocate realty taxes using a 'Proportionate Share' calculation.

The tenant argued the application judge committed an extricable error of law under the Wastech framework by misidentifying the purpose of the discretionary clause.

The Court of Appeal dismissed the appeal, finding no extricable error of law or palpable and overriding error in the application judge's interpretation of the negotiated lease, and held that the landlord's use of the proportionate share method was reasonable.

The tenant appealed a summary judgment that required it to pay rent during government-mandated COVID-19 closures and denied an extension of the lease term.

The Court of Appeal held that the force majeure clause did not excuse the tenant from paying rent during the closures because the clause expressly excluded financial inability.

However, the Court found the motion judge erred in interpreting the excusing provision of the force majeure clause.

The Court held that the landlord's obligation to provide the premises was excused during the closures, but the lease term must be extended for an equivalent period, during which the tenant is not required to pay rent.

The appellant, Venmar Ventilation Inc., appealed a trial judgment finding it liable for negligent design after a ventilator motor caught fire and destroyed the respondents' home.

The trial judge found Venmar liable for failing to incorporate adequate thermal protection in its ventilator design, but dismissed claims against the motor manufacturer, Fasco, finding it owed no duty of care and was contractually indemnified by Venmar.

The Court of Appeal upheld the trial judge's findings on liability, negligent design, and contractual indemnity.

However, the Court allowed Fasco's cross-appeal on costs, finding the trial judge erred by failing to consider the contractual indemnity provision when assessing the scale and quantum of costs, and remitted the costs issue back to the trial judge.

The appellant appealed a summary judgment granted in favour of the respondent bank for approximately $172,000 in unsecured debt from a personal line of credit and two credit cards.

The appellant did not contest the existence of the debt or the calculation of the amount owing, but argued the respondent should have enforced its security interest in his cottage rather than assigning the mortgage to third-party mortgagees.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's conclusion that there was no genuine issue requiring a trial, as the appellant's pleadings regarding the cottage had been struck and the respondent had no legal obligation to proceed as the appellant advocated.

The appellants, directing minds and associates of two insolvent construction companies, orchestrated a false invoicing scheme to siphon tens of millions of dollars from the debtors.

The monitor and trustee sought to recover the funds as transfers at undervalue under s. 96 of the Bankruptcy and Insolvency Act.

The appellants argued that the companies were financially healthy at the time of the transfers, and that the directing mind's fraudulent intent could not be attributed to the companies under the common law corporate attribution doctrine.

The Court of Appeal dismissed the appeals, holding that the corporate attribution doctrine should be applied flexibly in the bankruptcy context to impute the directing mind's fraudulent intent to the debtor corporations.

This purposive approach prevents fraudsters from benefiting at the expense of legitimate creditors and fulfills the remedial objectives of the bankruptcy legislation.

The appellant appealed the dismissal of its claim for breach of restrictive covenants in its contracts with the respondent independent contractors.

The trial judge had found the covenants were not brought to the attention of the respondents, were unenforceable, and that damages were not proven.

Because the appellant did not appeal the finding concerning damages, the Court of Appeal found no basis to set aside the trial judge's order and dismissed the appeal.

The appellant appealed an application judge's decision that the respondent was free to sell a property to a third party despite the appellant's right of first refusal under a lease.

The appellant had exercised its right of first refusal by matching a third-party offer, which included a 30-day financing condition.

The appellant failed to obtain financing, requested an extension which was refused, and the agreement expired.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the application judge's commercially reasonable interpretation that the right of first refusal was exercisable only once and was spent after the appellant failed to waive the financing condition.

The appellant appealed orders from the Superior Court of Justice regarding a stock option agreement dispute.

The motion judge found that even if the appellant had terminated the respondent's consultant status, the appellant breached its obligation under Quebec law to execute the contract in good faith by failing to ensure the respondent retained a qualifying status under the stock option agreement that would have entitled him to exercise irrevocable stock options or to consider alternative arrangements.

The Court of Appeal upheld the motion judge's decision, finding no error in applying Quebec law and granting the appropriate remedy under Quebec law.

The appeal was dismissed with costs fixed at $25,000.00 all inclusive.

The appellants appealed a summary judgment decision in which the respondents successfully recovered funds they had lent to Glocap Management Inc. The appellants argued that they could not be held liable due to their failure to obtain necessary approvals, and raised issues regarding guarantees and material alteration of risk.

The Court of Appeal upheld the lower court's decision, finding that the appellants could not rely on their own failures to avoid their obligations, that there was no evidence of unilateral alteration of risk, and that the appellants failed to meet their burden of establishing the quantum of credit they sought.

The appeal was dismissed with costs awarded to the respondents.