Corporate/Commercial Law - OCA

The appellants appealed a summary judgment order dismissing their claim against the respondent for knowing assistance in breach of fiduciary duty.

The dispute arose from the sale of the appellants' shares in a family-owned shopping mall to the remaining family members, who then sold a 50% interest to the respondent at a higher valuation.

The Court of Appeal upheld the motion judge's finding that there was no evidence the respondent had actual knowledge of the alleged fraudulent and dishonest conduct or breach of fiduciary duties towards the appellants.

The appellant real estate company sued the respondents for oppression under the Business Corporations Act and for breach of contract after being locked out of a condominium project following a corporate restructuring.

The trial judge found oppression and awarded compensation but did not address the breach of contract claim.

The Divisional Court reversed the oppression finding and dismissed the entire action.

On appeal, the Court of Appeal upheld the dismissal of the oppression claim, finding the restructuring was not unfairly prejudicial because the appellant was indemnified.

However, the Court found the Divisional Court erred in dismissing the unadjudicated breach of contract claim and remitted it for trial.

The appellants, guarantors of a corporate debt, appealed a summary judgment enforcing their guarantee and dismissing their counterclaim for conspiracy.

The debt and guarantee had been assigned to the respondents, who sued for the shortfall after the debtor's assets were sold in insolvency proceedings.

The Court of Appeal dismissed the appeal, finding the guarantee permitted assignment without consent and there was no evidence to support the appellants' claim that the assets were sold below fair market value due to a conspiracy.

The appellants appealed the dismissal of their application for relief from forfeiture regarding two commercial leases.

They argued the application judge erred by not considering that relief is generally granted for monetary arrears and whether the default could be cured.

The Court of Appeal dismissed the appeal, noting relief from forfeiture is a discretionary remedy and an exception.

The application judge properly considered the appellants' delay in proceeding and their failure to pay rent, which amounted to seven months' arrears, despite the landlord's offer to accept payment without prejudice.

The appellants sued the respondent for breach of confidence, alleging the respondent misused ticket booking data provided to it for billing and settlement purposes to create a competing data product.

The trial judge dismissed the claim, finding that the information was not communicated in confidence, largely due to the absence of a confidentiality clause in favour of the appellants in the relevant agreements.

The Court of Appeal upheld the trial judge's decision, finding no error in his assessment of the factual matrix and the reasonable person standard.

The appellant brought a proposed class action alleging oppression.

The motion judge found that the Ontario Business Corporations Act (OBCA) did not apply because the corporation in question, Birch Mountain, was an Alberta corporation and the appellant was not a complainant under the OBCA.

The motion judge also found that Alberta was the convenient forum.

The Court of Appeal agreed, noting that the action concerned an Alberta corporation, Alberta law applied, and the Alberta courts were already supervising the corporation's bankruptcy and asset sale.

The appeal was dismissed.

The appellant appealed a summary judgment ordering payment of unpaid invoices, arguing the motion judge erred in rejecting its claim for equitable set-off and denying a stay of execution pending the determination of its counterclaim.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's analysis of the set-off factors or the test for a stay.

The appellant appealed a summary judgment decision regarding an acknowledged debt.

The Court of Appeal agreed with the motion judge that there were no genuine issues requiring a trial.

The appeal was dismissed with costs awarded to the respondent in the agreed amount of $7,500.

The appellant and respondent worked together to develop an automated attenuator for Lockheed Martin.

The respondent represented to the appellant that it would be the sole supplier.

However, the respondent secretly approached a competitor, rigged the bids to favour the competitor, and the competitor won the contract.

The trial judge dismissed the appellant's claims for negligent misrepresentation and breach of good faith.

On appeal, the Court of Appeal allowed the appeal in part, finding that the elements of negligent misrepresentation were met because the respondent negligently continued to represent the appellant as the sole supplier, causing the appellant to rely on this to its detriment.

A new trial was ordered to assess damages.

The appellant, Hyundai Auto Canada Corp., appealed a summary judgment requiring it to pay $175,000 to the respondent, Canadian Soccer Association, for breach of a sponsorship agreement.

Hyundai had terminated the agreement without the required 90 days' notice after another sponsor, Tide, withdrew.

The Court of Appeal upheld the motions judge's finding that Tide's continued involvement was not a material term of the contract and that Hyundai was required to provide notice of termination.

The appeal was dismissed.

The appellant appealed a trial judgment, arguing the trial judge erred in refusing an adjournment due to late disclosure, making blanket credibility findings, allowing an amendment to the interest rate claimed, finding an agreement on an 18 per cent interest rate, and awarding excessive costs.

The Court of Appeal dismissed all grounds of appeal, finding no prejudice from the late disclosure, sufficient support for credibility findings, that the interest rate amendment was not a new claim, and sufficient basis for the interest rate agreement.

The application to file fresh evidence was also dismissed, and costs of the appeal were awarded to the respondent.

The appellants sought to set aside a paragraph of the trial judgment finding oppression against one of the corporate appellants.

The Court of Appeal declined the request, noting the issue was not raised during oral argument and that there was ample evidence to support the trial judge's finding of oppression independent of a specific loan.

The appellants' request was dismissed.

The appellant real estate brokerage claimed a commission from the respondents based on an exclusive listing agreement.

The respondents had entered into a lease agreement and an agreement of purchase and sale with a third party during the extended term of the listing agreement.

The appellant argued this amounted to a completed transaction or an option to purchase.

The Court of Appeal upheld the application judge's dismissal of the claim, finding that the transaction was a lease pending a future sale, and any ambiguity in the broker-drafted agreement must be resolved in favour of the respondents.

The appellants appealed the dismissal of their solicitor's negligence action.

The appellants alleged that the respondent solicitor, who acted for multiple parties in a corporate restructuring prior to the individual appellant's bankruptcy, failed to recommend independent legal advice and failed to discuss alternative transactions.

The Court of Appeal dismissed the appeal, finding that the solicitor did not breach his fiduciary duty or act negligently, as he took instructions from the appellant's designate, the transactions were straightforward, and the appellant was a sophisticated businessman who understood the documents.

Furthermore, the appellants failed to establish any damages, as the shares and debt involved had no value.

The appellant appealed a trial judgment that declined to grant specific performance of a shareholders' agreement regarding his shares.

The Court of Appeal dismissed the appeal, noting that post-judgment events had largely overtaken the appeal and that the trial judge was not asked to address the applicability of the agreement to the appellant's personal shares separately.

The Court also declined to interpret the term 'voluntary retirement' in the agreement, leaving it open for any subsequent litigation regarding share valuation.

The appellant corporation appealed a partial summary judgment order.

The president and CEO of the appellant corporation had pledged shares as security for a loan advanced by the respondent, representing that all was in order despite a notice of restriction on the transfer of the shares.

The Court of Appeal dismissed the appeal, holding that under section 19 of the Business Corporations Act, the corporation could not rely on its own non-compliance with its articles and by-laws to defeat the claim, as there was no evidence the respondent knew or ought to have known of the non-compliance.

The vendor and purchaser of certain businesses disagreed on the method of calculating working capital adjustments under an asset purchase agreement.

An accounting firm, KPMG, was directed to calculate the adjustments according to approaches advocated by both parties.

The purchaser sought leave to appeal an order requiring it to make a payment based on KPMG's calculation, arguing KPMG exceeded its jurisdiction.

The Court of Appeal denied leave to appeal, finding that KPMG stayed within its mandate and its determination was final and binding.

The appellant appealed an order striking its claim against the respondent employees on a Rule 21 motion.

The motion judge had concluded that a release executed by the corporate parties included the employees and that the action was an abuse of process.

The Court of Appeal allowed the appeal, finding it was not plain and obvious that the release covered the employees, and that the motion judge impermissibly weighed evidence.

The Court also held that bringing a subsequent action against the employees was not an abuse of process, as the specific issues and duties of care were not decided in the earlier action against the principal.

The appellant appealed a trial judgment regarding liability under a bill of lading for multi-modal transportation.

The Court of Appeal found that the trial judge failed to address the argument that section 5(b)(3) of the bill of lading applied rather than section 5(b)(1).

The Court held that section 5(b)(3) specifically applies to the road portion of multi-modal transport in Canada, or alternatively, the default provision in section 5(b)(4) applies due to the respondent's negligence.

The appeal was allowed and judgment was granted in favour of the appellant.

The appellant sued the corporate and personal defendants for the price of products supplied under an oral distribution agreement.

The personal defendants successfully moved for summary judgment dismissing the claim against them personally.

On appeal, the majority of the Court of Appeal held that the motion judge failed to consider the admissions and positions taken by the personal defendants in their statement of defence and counterclaim, which raised a genuine issue for trial regarding their personal liability.

The appeal was allowed and the summary judgment was set aside.