Corporate/Commercial Law - OCA

An insurance broker unilaterally issued certificates of insurance renewing coverage for its clients after receiving no response from the insurer regarding renewal.

The broker collected premiums but subsequently placed the coverage with another insurer and forwarded the premiums to the new insurer.

The original insurer, having extended coverage for 30 days, counterclaimed for the premiums for that period.

The Court of Appeal held that the broker's ostensible authority created binding contracts of insurance on behalf of the insurer, and under s. 402 of the Insurance Act, the broker held the collected premiums in trust for the original insurer.

The appeal was allowed and the insurer's counterclaim for premiums was granted.

The appellant, a real estate broker, created a website that provided the public with direct access to the Toronto Real Estate Board's (TREB) MLS Database.

TREB suspended the appellant's access without notice, arguing he breached the Authorized User Agreement (AUA).

The trial judge found the appellant breached the AUA by not confining his use of the database to exclusive and internal use, and that TREB was justified in suspending access without notice.

The Court of Appeal upheld the trial judge's interpretation of the AUA and dismissed the appeal.

The appellants and respondents acted as co-listing agents for a property and signed an agreement stating that 'any clients from open houses will be shared'.

A client met at an open house later purchased two other properties through the appellants, generating approximately $325,000 in commissions.

The respondents sued for half the commissions and succeeded at trial.

The Court of Appeal dismissed the appeal, finding the clause unambiguously required the agents to share clients introduced through the open house, which implicitly included sharing the resulting commissions.

The appellant commenced an application for oppression relief under the Canada Business Corporations Act, supported by an affidavit from an individual who lacked direct knowledge and was unavailable for cross-examination.

When the appellant attempted to substitute the affidavit after the respondents had filed their responding materials, the motions judge struck the application as an abuse of process, with leave to re-introduce it upon payment of costs thrown away.

The Court of Appeal dismissed the appeal, finding the motions judge was entitled to infer prejudice and properly exercised his discretion.

The appellants appealed the dismissal of their action seeking declarations that the respondent insurer was obliged to defend and indemnify the Ministry of Transportation (MTO) in litigation arising from a construction accident.

The Court of Appeal dismissed the appeal, finding that the insurance certificate and policy only covered the MTO for vicarious liability arising from the contractor's acts, not for the MTO's own negligence.

The court also noted that the appellants' delay of over eight years in advancing the claim prejudiced the respondent.

The appellant Rogers acquired Call-Net and subsequently terminated the respondent real estate broker's services without cause.

The broker sued for commission based on a termination clause that provided for payment based on work completed.

The trial judge awarded $800,000, representing 40% of the projected commission for a 10-year lease mandate.

On appeal, Rogers argued the trial judge misinterpreted the contract's termination and compensation clauses and improperly relied on subjective intentions.

The Court of Appeal dismissed the appeal, finding the trial judge correctly interpreted the contract based on objective surrounding circumstances and the clear wording of the termination clause.

The broker's cross-appeal seeking a higher commission percentage was also dismissed.

The appellants appealed a trial judgment ordering them to pay $364,266.92 in an accounting and $50,000 in punitive damages to the respondent, a creditor of a bankrupt company.

The Court of Appeal dismissed the appeal, finding ample evidence that the appellants failed to provide a reliable accounting or preserve necessary documents.

The court also upheld the punitive damages award, noting the appellants operated the bankrupt company's business without authority and charged criminal rates of interest.

The Crown appealed a Divisional Court decision quashing the Ministry of Transportation's award of a highway construction contract to the lowest bidder.

The second-lowest bidder had argued the winning bid was non-compliant because it declared no imported steel, despite design drawings specifying rolled steel beams unavailable in Canada.

The Court of Appeal allowed the appeal, finding that the Ministry's investigation and subsequent conclusion that the winning bid was compliant—based on the bidder's intention to use Canadian welded steel that met structural standards—was reasonable.

The appellant appealed a decision regarding the interpretation of a commercial lease clause concerning the allocation of property taxes.

The lease gave the respondent discretion to use working papers if deemed sufficient.

The application judge found the respondent's decision not to use the working papers was reasonable and consistent with the lease.

The Court of Appeal agreed, noting that working papers are not intended to apply to individual premises and their unreliability is a legitimate consideration.

The appeal was dismissed.

The appellant appealed a trial judgment that dismissed its claim for a commission and unjust enrichment.

The trial judge found there was no agreement to pay the appellant in the absence of a completed transaction, and the appellant failed to prove unjust enrichment.

The Court of Appeal found no error in the trial judge's findings or conclusions and dismissed the appeal, awarding costs to the respondents.

The moving parties, two not-for-profit corporations in receivership, sought an interim order allowing their boards of directors to retain counsel for an appeal and directing that the legal fees be paid from the corporations' assets.

The motion judge had previously ruled the boards could not retain counsel without leave of the court or the receiver's approval.

The Court of Appeal granted the motion, holding that the boards' right to pursue the appeal would be hollow without counsel, and ordered that reasonable legal fees be paid from the corporations' assets.

The respondent brought an application for an oppression remedy, alleging that preference shares were improperly released from escrow based on the cash flow of the parent company rather than its subsidiary.

An application judge found the escrow agreement ambiguous and ordered a trial of the issue.

The trial judge subsequently found the agreement clear and unambiguous, concluding the release was improper and constituted oppression.

On appeal, the Court of Appeal held that the trial judge was bound by the application judge's finding of ambiguity due to issue estoppel.

Interpreting the ambiguous agreement in its factual context, the Court concluded the cash flow reference applied to the parent company.

The release of shares was therefore proper, and the appeal was allowed.

The appellant appealed a summary judgment order in favour of the Bank of Montreal.

The appellant's defence was that he failed to read the loan documentation when he took out the loan or during the ten years he made payments.

The Court of Appeal dismissed the appeal, finding no error in the lower court's decision that there was no genuine issue for trial.

The respondent brought an oppression application alleging that the appellants engaged in self-dealing by causing a corporation to fund outside companies owned by them.

The appellants moved to stay the application in favour of arbitration, relying on an arbitration clause in a shareholders' agreement.

The motion judge dismissed the stay motion, finding the oppression claim did not rely on the shareholders' agreement and the alleged conduct related to the appellants' capacities as officers and directors, not shareholders.

The Court of Appeal dismissed the appeal, agreeing that the dispute fell outside the scope of the arbitration clause.

Sunrise REIT initiated an auction process to sell its assets, requiring interested parties, including Ventas and HCPI, to sign confidentiality and standstill agreements.

Ventas submitted the winning bid, and Sunrise signed a purchase agreement containing a 'fiduciary out' clause allowing it to consider superior unsolicited proposals, but also requiring it to enforce existing standstill agreements.

HCPI subsequently submitted a higher bid.

The Court of Appeal upheld the application judge's ruling that the purchase agreement obliged Sunrise to enforce HCPI's standstill agreement, thereby precluding Sunrise from considering HCPI's bid, as it was not a 'bona fide' proposal due to the breach of the standstill agreement.

The parties formed a partnership in 1972 to purchase and develop land.

In 1981, the partnership was dissolved when the plaintiff walked away and the property was transferred to the defendant's company.

The plaintiff waited 18 years before demanding an accounting of profits.

The trial judge awarded the plaintiff a share of the profits as of the 1981 dissolution date.

On appeal, the Court of Appeal held that the trial judge erred in finding that the doctrine of laches did not apply.

The plaintiff's extraordinary and unreasonable delay in seeking redress, while the defendant bore all the risk and expense of development, rendered the prosecution of the action unjust.

The appeal was allowed and the action dismissed.

The appellants appealed a trial judgment regarding a partnership dispute over a Muskoka business.

The trial judge found that while the parties were partners, their relationship was governed by an Acknowledgment document granting the appellant a conditional option to purchase shares, which he failed to exercise.

The Court of Appeal upheld the trial judge's findings that the shares never became partnership property under the Partnership Act and that the arrangement did not constitute a security interest under the PPSA.

The appeal was dismissed with costs.

The appellant appealed a trial judgment finding that an agreement with the respondent was not unconscionable and that he could not use a customer list to solicit clients after terminating their relationship.

The respondents cross-appealed the findings that a non-compete clause was unenforceable and that the appellant was not a fiduciary.

The Court of Appeal dismissed both the appeal and the cross-appeal, upholding the trial judge's findings on all issues.

The court awarded costs of $7,500 to the respondent.

The appellants appealed a trial judgment finding that they were required to reimburse the respondents for both the principal and interest on borrowed monies.

The Court of Appeal upheld the trial judge's decision, finding no reversible error in the credibility assessment that formed the basis of the finding regarding the parties' true intentions.

Although the trial judge erred regarding the admissibility of a letter and the application of the contra proferentem doctrine, these errors were not material to the outcome.

The appeal was dismissed with costs.

The appellant appealed a summary judgment dismissing an oppression action against the respondent Lee.

The Court of Appeal allowed the appeal, finding that there was evidence of conduct by Lee that could constitute oppression under s. 248 of the Business Corporations Act, including his involvement in a share purchase agreement, the removal of the deceased as Chair, and threats regarding life insurance policies.

The court held that it was inappropriate to weigh this evidence on a summary judgment motion and set aside the dismissal.