Corporate/Commercial Law - OCA

The appellant franchisor appealed a trial judgment finding it breached a franchise agreement and the statutory duty of good faith under the Arthur Wishart Act.

The trial judge found the franchisor deliberately withheld information from the franchisee regarding a new head lease and denied the franchisee's conditional right of renewal.

The Court of Appeal dismissed the appeal, upholding the trial judge's interpretation of the contract, her decision to treat the individual franchisee and his corporation as a single entity, and the damages awarded for breach of contract, breach of good faith, and mental distress.

The appellants appealed a trial judgment finding them liable for fraud, conspiracy, and breach of fiduciary duty in several real estate transactions with the Ontario Realty Corporation.

The Court of Appeal upheld the trial judge's findings on most transactions, including orders for disgorgement of profits based on knowing receipt and conspiracy with a fiduciary.

However, the Court allowed the appeal regarding the King's Highway 2A property, finding no basis for disgorgement where no fiduciary breach or damages were proven.

The respondents' cross-appeal was allowed in part, holding a former employee jointly and severally liable for a $300,000 improper price abatement.

The appellants, a bank and a payment processor, appealed a trial judgment finding them liable for improperly debiting the respondent merchant's bank account for MasterCard fines and credit card replacement costs.

The Court of Appeal dismissed the appeal, finding that the payment processor was not merely an agent of the bank and that the merchant agreements, which were contracts of adhesion, did not contain provisions making the merchant liable for the specific fines or replacement costs.

Furthermore, the bank failed to prove that the merchant's conduct caused the need to replace the credit cards.

The appellants appealed a summary judgment decision finding that two related corporations were privies, and that issue estoppel prevented the second corporation from re-litigating issues decided in a default judgment against the first.

The Court of Appeal dismissed the appeal, finding no genuine issue for trial.

The companies shared the same controlling mind, business, location, and key employees.

The controlling mind knew the respondent had initially sued the wrong corporate entity but failed to disclose it, and the second corporation was bound by the first's deliberate choice not to defend the action.

The plaintiff brought a class action alleging that the administration fee charged by the defendant satellite television providers to delinquent subscribers constituted a criminal rate of interest under s. 347 of the Criminal Code.

The motion judge granted summary judgment to the plaintiff.

On appeal, the Court of Appeal allowed the appeal and dismissed the action.

The Court held that the administration fee was a legitimate estimate of collection costs and was not paid or payable for the advancing of credit, and therefore did not constitute interest under s. 347.

The moving party, an approved purchaser of the debtor's assets, sought to cancel the automatic stay pending appeal of orders appointing a receiver and approving the asset sale.

The responding party, an unsuccessful bidder and software licensee, opposed the motion and appealed the sale order.

The Court of Appeal (in chambers) granted the motion to cancel the stay under s. 195 of the Bankruptcy and Insolvency Act, finding that the responding party likely lacked standing to appeal the sale order as a disappointed bidder and would not suffer undue harm if the stay was lifted, as its contractual rights to software source codes remained intact.

The respondent obtained a Norwich order for pre-action discovery against the appellants to investigate alleged fraudulent conveyances and misrepresentations following a failed corporate acquisition.

The appellants appealed the order.

The Court of Appeal allowed the appeal and set aside the Norwich order, finding that the motion judge erred in principle by failing to consider whether the pre-action discovery was necessary.

The Court held that the respondent already possessed sufficient information to formulate a pleading and that the extraordinary equitable remedy of a Norwich order was not required.

A fraudster induced the respondent financing company to advance funds, which were used to purchase shares in an investment account.

The fraudster then pledged these shares to the appellant bank to secure a line of credit.

The respondent obtained a tracing order and claimed the funds based on unjust enrichment.

The Court of Appeal held that the appellant bank was a bona fide purchaser for value without notice and had a valid security interest in the shares.

The appeal was allowed, and the funds were awarded to the appellant bank.

The appellant home builder appealed a trial judgment dismissing its counterclaim against a developer and its negligence claim against Tarion Warranty Corporation.

The Court of Appeal allowed the appeal against the developer, finding the trial judge failed to make necessary findings of fact and misapprehended a prior court order, necessitating a new trial.

However, the appeal against Tarion was dismissed, as the appellant's failure to file required financial statements for registration renewal was wilful, and Tarion's refusal to accept the late application was justified under the Ontario New Home Warranties Plan Act.

Two tenants of a shopping plaza appealed the dismissal of their applications regarding parking covenants in their respective commercial leases.

Good Life Corporation argued its lease guaranteed unlimited access to all parking spaces and prohibited the landlord from granting exclusive spaces to other tenants.

Royal LePage argued its lease entitled it to 30 exclusive parking spaces.

The Court of Appeal held that Good Life's lease only guaranteed general access to the parking lot, but prohibited the landlord from reducing the number of available spaces by granting additional reserved spaces to other tenants after the lease commenced.

The Court also held that Royal LePage was only entitled to 6 reserved spaces, not 30.

Both appeals were allowed in part to issue declarations clarifying these rights.

The appellant appealed an order regarding the interpretation of an insurance policy endorsement.

The Court of Appeal dismissed the appeal, finding that the motion judge correctly resolved the ambiguity in Endorsement II to achieve commercial reality and reflect the reasonable expectations of the parties, rather than applying a strict rule of giving the same words the same meaning which would have rewritten the policy.

The appellants appealed a trial judgment holding them jointly and severally liable for breach of construction contracts and imposing a constructive trust on a portion of the funds.

The Court of Appeal upheld the trial judge's calculation of damages and the finding of personal liability against the individual appellant, as he failed to disclose he was acting for a corporate entity.

However, the Court set aside the constructive trust, finding that the risk of the appellants' bankruptcy was purely speculative and damages were an adequate remedy.

The appeal was allowed in part.

The appellant appealed and the respondents cross-appealed a trial judgment awarding damages to the appellant based on negligent misrepresentation.

The Court of Appeal found that negligent misrepresentation was not pleaded and the trial judge's findings regarding non-disclosure of a commission were contradicted by the appellant's own admission.

Furthermore, there was no evidence of reliance.

The appeal was dismissed, the cross-appeal was allowed, and the counterclaim was dismissed.

The appellant appealed a summary judgment dismissing his claim for damages against the respondents for breach of contract.

The appellant had an agreement with the deceased respondent granting him an option to purchase a valuable painting upon the deceased's death.

The deceased sold the painting before his death, breaching the contract.

The motion judge dismissed the claim on the basis that the appellant failed to prove he had the financial means to exercise the option.

The Court of Appeal allowed the appeal, finding that the motion judge erred by assuming the role of a trial judge and that there were genuine issues for trial, including the proper option price and whether the appellant needed to show he had the means to purchase the painting.

The parties were involved in an optometry practice that dissolved following the death of one of the partners.

After a 29-day trial, the trial judge found that an 'income partnership' existed, awarded damages for defamation, and made a no costs order.

Both parties appealed.

The Court of Appeal dismissed the appeal and cross-appeal, finding no error in the trial judge's conclusions regarding the nature of the partnership, the defamation findings, or the costs order.

The plaintiff franchisor sued the defendant franchisees for breach of contract.

The motion judge struck large portions of the defendants' statement of defence and stayed portions of their counterclaim, finding the defence pleadings unnecessary for a 'reasonable defence' and the counterclaim duplicative of an intended class action.

The Court of Appeal allowed the appeal, holding that a defendant is entitled to plead any relevant material facts of at least marginal probative value, and that it was premature to stay the counterclaim based on an uncertified class action to which the defendants were not parties.

The appellant school board appealed a trial judgment finding that an Education Development Levy Agreement (EDLA) between the parties was of no force and effect.

The EDLA provided for the payment of a school levy if development occurred on the respondent's lands, referencing a proposed zoning bylaw that was ultimately abandoned.

The Court of Appeal upheld the trial judge's finding that the EDLA was conditional on the proposed bylaw becoming law, as the agreement relied on the bylaw having independent legal effect to create the permitted maximum residential density.

The appeal was dismissed.

The respondent's cross-appeal for damages for breach of the same contract was also dismissed.

The insurer appealed a decision finding it had a duty to defend the respondent in an action brought by his daughter and son-in-law.

The Court of Appeal allowed the appeal, finding that the policy only covered personal injuries 'arising out of the conduct of your business'.

The underlying statement of claim alleged a family matter, and the mere fact that the plaintiffs were employed in the business was insufficient to trigger the duty to defend.

The appellant appealed a summary judgment granted in favour of the respondent bank on a guarantee.

The Court of Appeal dismissed the appeal, finding no basis to interfere with the motion judge's decision.

The terms of the guarantee were clear and unambiguous, and there was no basis to admit parol evidence to contradict them.

The appellant appealed an order finding that its proposed location for a railway line easement over the respondents' lands did not comply with the terms of an Option Agreement.

The Court of Appeal upheld the application judge's finding that the proposed location significantly departed from the parameters set out in Schedule A of the agreement.

However, the Court disagreed with the application judge's secondary finding that the location issue should consider business interference, noting that business interference relates to the use of the easement, not its location.

The appeal was dismissed, leaving it open for the appellant to propose a new location conforming to the agreement.