Corporate/Commercial Law - OCA

The appellant appealed a trial judgment awarding the respondent damages for breach of a contract to operate an off-track betting facility.

The trial judge had found the agreement was perpetual and awarded damages for an 11-year period without deducting the cost of sales from the loss of profits calculation.

The Court of Appeal allowed the appeal, finding the trial judge erred in her analysis of whether the contract was perpetual and in her calculation of damages.

A new trial was ordered to determine the appropriate notice period and recalculate damages.

The appellant town appealed a motion judge's decision that claims made against it in a construction dispute were excluded from its insurance coverage.

The underlying action alleged misrepresentations in a tender bid, breach of contract, and breach of a duty of good faith.

The Court of Appeal applied the three-step process from Scalera to determine the true nature of the claims.

The court found that the essential character of the claims related to the tender process and contractual performance, which were unambiguously excluded under the policy.

The appeal was dismissed.

The appellant tenant appealed a trial judgment finding it liable for breaching a commercial lease agreement.

The trial judge had concluded that the parties reached a binding agreement on a final form of lease that differed significantly from their initial Offer to Lease.

The Court of Appeal allowed the appeal, finding a palpable and overriding error because the documentary record showed ongoing disagreement over significant substantive terms.

Since the landlord insisted on a lease form containing terms the tenant had not agreed to, the tenant did not breach the agreement by refusing to sign it.

The appellant lien claimant appealed the dismissal of its application for a declaration that its non-possessory lien attached to a respondent's interest in trailers.

The court held that the respondent acquired rights in the trailers only upon repurchase, after the lien arose but before it was registered, engaging s. 10(1) of the Repair and Storage Liens Act and giving the respondent priority.

The court also rejected reliance on s. 63(11) of the Personal Property Security Act, noting that the PPSA does not apply to a statutory lien and that prior appellate authority had already limited the effect of that provision in this dispute.

The appeal was dismissed with costs.

The appellant appealed a trial judgment that awarded punitive damages and solicitor-and-client costs against him arising from a partnership dispute.

The Court of Appeal dismissed the appeal, finding no palpable or overriding errors.

The Court noted that the trial judge properly distinguished between the appellant's conduct as a partner, which justified punitive damages, and his fraud and deception on the court, which justified solicitor-and-client costs.

The appellants appealed a trial judgment that found they had overvalued inventory in a share purchase agreement and ordered them to repay the purchase price.

The Court of Appeal agreed that the inventory was overvalued but found the trial judge erred in calculating damages by failing to deduct a tax benefit and settlement proceeds received by the purchaser.

The Court reduced the purchaser's damages to $186,781.

The Court also allowed the appellants' counterclaim for $300,000 on an earn-out promissory note, setting off the purchaser's damages against this amount.

As a result, the personal action against the appellant guarantor was dismissed.

The appellant appealed the dismissal of its action for lost profits and expenses against the respondent, who supplied a wood finishing product.

The trial judge had dismissed the action, finding the appellant failed to prove the product was defective, caused the delamination, or that damages were proven.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's assessment of the evidence.

The appellants (tenants) appealed a trial judgment regarding a commercial lease dispute with the respondent (landlord).

The Court of Appeal upheld the trial judge's finding that a 1992 agreement was a renewal of a 1987 lease, triggering the tenants' obligation to pay property taxes and insurance premiums.

However, the Court found the trial judge erred in placing the burden of proof on the tenants to show the insurance premiums were improperly charged.

Because the landlord failed to prove the insurance coverage obtained matched the lease requirements, the Court deducted $17,116.88 from the amount owed by the tenants.

The appellant appealed a trial judgment finding Option A of a contract unenforceable.

The Court of Appeal dismissed the appeal, agreeing that Option A lacked a mechanism to ensure the consummation of a contemplated maintenance agreement, rendering the option to purchase television sets for $1 unenforceable.

The court varied the damages award to include a fair rental charge of $4,696.50 per month for the period the appellant retained the television sets under a stay pending appeal.

The respondents sought leave under s. 246 of the Business Corporations Act to commence a derivative action.

The appellants, who were the intended defendants in the proposed action, moved to intervene in the leave application.

The motions judge dismissed the motion to intervene.

The Court of Appeal dismissed the appeal, holding that s. 246 permits the proceeding to be brought by application rather than motion, and that the motions judge did not err in exercising his discretion to deny intervention, as the intended defendants' rights would be fully protected once the action was commenced.

The appellants appealed a trial judgment awarding the respondent $24,882.30, representing the return of a deposit paid for a baling system machine.

The appellants argued the trial judge erred in finding the partnership, rather than the corporation, was a party to the contract.

The Court of Appeal dismissed the appeal, finding ample evidence to support the trial judge's conclusions regarding the parties to the contract, the breach of contract, and the dismissal of the counterclaim based on credibility findings.

The appeal was dismissed with costs.

The deceased had a line of credit with the appellant bank, insured by the appellant insurer.

The insurance policy explicitly terminated when the insured reached age 70.

Due to an administrative oversight, the bank's automated system continued to debit monthly premiums from the deceased's account for 16 months after she turned 70, until her death.

The estate applied for the insurance proceeds, arguing the bank's conduct extended the contract.

The application judge agreed, but the Court of Appeal allowed the appeal, holding that the mistaken debiting of premiums did not constitute a knowing offer to extend the contract, nor was there acceptance or detrimental reliance by the deceased.

No new contract of insurance was formed.

The appellant appealed the dismissal of its counterclaim, arguing the trial judge erred in her factual findings.

The respondents cross-appealed, arguing the trial judge misinterpreted the phrase 'direct commission income' in a business purchase agreement's price adjustment formula.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the trial judge's factual findings were entitled to deference and her interpretation of the agreement was consistent with its language and the parties' reasonable expectations.

The appellants brought an action against the respondents, who were compliance officers and directors/officers of an investment firm, alleging negligence, fraud, breach of contract, and breach of fiduciary duty related to improvident investments.

The respondents successfully moved to strike the claims against them on the basis that they owed no duty of care to the appellants.

On appeal, the Court of Appeal set aside the order to strike, holding that the claims were novel and the determination of whether a duty of care existed required a full factual record applying the Anns/Kamloops test, rather than being decided at the pleadings stage.

The appellants appealed a summary judgment dismissing most of their claims against magazine publishers and a distributor for conspiracy to injure, conspiracy to unduly lessen competition, wrongful interference with economic relations, inducing breach of contract, and breach of contract.

The Court of Appeal allowed the appeal in part, finding that there was some evidence of a common design or agreement among the corporate defendants to injure the appellants or unduly lessen competition, requiring a trial for the conspiracy and wrongful interference claims.

The appeal regarding the breach of contract and inducing breach of contract claims was dismissed, as the contract was terminated in accordance with its unambiguous terms.

The appellant law firm, Davies, Ward & Beck LLP, appealed an order disqualifying it from acting for Trilogy Enterprises Ltd. in a hostile takeover bid for Chapters Inc. The law firm had previously acted for Chapters on competition law issues arising from its formation.

The Court of Appeal dismissed the appeal, finding that the previous retainer was sufficiently related to the current matter, thereby raising a presumption that confidential information was imparted.

The law firm failed to discharge the heavy burden of showing that no relevant confidential information was received that could be used to the prejudice of its former client.

The appellant insurer sought to add Livent Inc. and several of its directors as defendants by counterclaim in an action brought by outside directors to enforce a Directors and Officers Liability policy.

The insurer also sought to lift a CCAA stay of proceedings against Livent.

The Court of Appeal allowed the appeal in part, adding Livent as a party because the insurer was entitled to seek a declaration regarding the policy's validity against the policyholder.

However, the court refused to add the additional directors, finding it would unnecessarily complicate the discrete legal issue of coverage for the innocent outside directors.

The CCAA stay was lifted to the extent necessary to give effect to the order.

The appellant appealed a trial judgment finding it had made a false representation of fact when calling on a letter of credit.

The trial judge found the appellant called the letter of credit to replace it with cash as a security deposit, rather than for arrears owing.

The Court of Appeal allowed the appeal, holding that the trial judge's finding was unreasonable and contrary to the evidence, which established the respondent bank knew the letter of credit was obtained to satisfy a security deposit requirement.

The action was dismissed.

The appellants challenged the trial judge’s calculation of business interruption losses under an insurance policy following a fire.

The court held that monthly mortgage interest payments were fixed obligations that necessarily continued during the interruption and were not deductible as non-continuing expenses from gross earnings.

It also rejected the argument that payment of the mortgages from fire insurance proceeds created double recovery.

The appeal was dismissed except for a conceded reduction of the judgment by the $5,000 policy deductible.

Commercial appeal arising from a terminated joint venture funding agreement for the acquisition of Greek mines.

The Court of Appeal held that no fiduciary duty survived termination of the parties' arm's-length commercial agreement, but upheld findings that the respondent group provided confidential information, that the appellant misused that information in acquiring the property, and that the confidentiality agreement and common law duty of confidence were enforceable.

The court refused to admit fresh evidence under the Palmer test and dismissed a non-party motion to set aside the judgment based on alleged ownership of the information.

The remedy awarding a 12 per cent carried interest plus a further 12 per cent participating interest was upheld, while both the main appeal and cross-appeal were dismissed.