Corporate/Commercial Law - OCA

The appellants appealed a motion judge's order calculating the Amended DIP Deficiency in a CCAA proceeding.

They argued that an Accommodation Agreement required the respondents to contribute up to $2,000,000 of the deficiency before recourse could be had to the appellants' collateral.

The Court of Appeal dismissed the appeal, finding that the Accommodation Agreement did not require the respondent to forego recovery of its responsible amount and that it was entitled to look to the collateral held by the first secured creditors without first foregoing $2,000,000 of the money advanced pursuant to the DIP Facility.

The appellant insurance broker appealed the revocation of its certificate by the Registered Insurance Brokers of Ontario.

The certificate was revoked because the appellant failed to maintain at least two contracted markets, as required by the Qualification Guidelines.

The appellant argued the Guidelines contradicted the Registered Insurance Brokers Act and were beyond the Committee's jurisdiction.

The Court of Appeal dismissed the appeal, finding the requirement was a reasonable interpretation of the regulation and the Guidelines were discretionary rather than mandatory.

The appellant bank sued several financial institutions and insurers for approximately $100 million arising from a massive equipment leasing fraud involving forged endorsements.

The respondent financial institutions successfully moved for summary judgment dismissing the appellant's claims for negligence, unjust enrichment, and money had and received.

The Court of Appeal allowed the appeal and set aside the summary judgment, finding that the motion judge committed two fundamental errors: reversing the onus by requiring the responding party to establish a genuine issue for trial, and deciding the motions on the assumed fact that the endorsements were forged.

The Court ordered the entire action to proceed to trial, noting that novel claims should be decided on a full evidentiary record.

The appellant loaned the respondent $150,000 secured by a demand promissory note in 1997.

The last interest payment was made in 1998.

The appellant demanded repayment in 2004 and commenced an action in 2005.

The Court of Appeal held that the new Limitations Act, 2002 did not change the common law rule that a demand note matures upon delivery.

Applying the transition provisions in section 24(5), the court found the claim was discovered before January 1, 2004, meaning the former six-year limitation period applied.

The action was therefore statute-barred.

The appellant, Gold Financial Corp., appealed two orders of the Superior Court of Justice and sought an order that one-half of the proceeds of the sale of the Puslinch land be paid into court.

The motion judge had concluded that neither the Notice nor the Share Pledge Agreement was entitled to any weight and that the appellant's General Security Agreement did not support any claim to an interest in the land.

The Court of Appeal found no error in the motion judge's conclusions and dismissed the appeal with costs on a partial indemnity basis.

The appellant appealed a judgment finding that the parties had not reached a binding agreement regarding the purchase and development of a commercial property.

The trial judge concluded that the parties only had an unenforceable agreement to agree, as they had agreed on the ownership ratio but not on other essential matters, which were to be dealt with in an unexecuted shareholders agreement.

The Court of Appeal agreed with the trial judge's analysis and dismissed the appeal.

The appellants appealed a decision fixing the membership of three charitable corporations and ordering a meeting to elect new directors.

The Court of Appeal found that no proper procedure was taken to change the members in accordance with the Corporations Act, and the proper directors and members remained the original applicants for the letters patent.

The appeal was allowed, and the court ordered meetings of the original members to be held within 30 days.

The appellants appealed a summary judgment enforcing a promissory note, arguing the motion judge erred in refusing a longer adjournment and in not granting a stay based on a counterclaim.

The Court of Appeal dismissed the appeal, finding no error in the refusal of the adjournment and agreeing there was no genuine issue for trial.

The court also held that the counterclaim was not sufficiently related to the claim on the promissory note to warrant a stay.

Costs were awarded to the respondents.

The appellants appealed a judgment finding that their dealings with the respondent bank did not result in a final arrangement.

The Court of Appeal dismissed the appeal, holding that it was open to the trial judge to find no final arrangement was reached.

Alternatively, the court found that the guarantee and chattel mortgage were continuing obligations that were not extinguished by the December 1999 financial agreement.

The appellant landlord appealed a decision finding that the respondent tenant, who operated a gas bar in a commercial plaza, was not required to share in the costs of maintaining common facilities.

The application judge had found the lease required payment but was amended by subsequent conduct.

The Court of Appeal dismissed the appeal and allowed the tenant's cross-appeal, holding that the lease was unambiguous and, properly interpreted, did not require the tenant to contribute to common facilities maintenance costs.

The appellant appealed a trial judgment finding him liable on a promissory note.

He argued there was an absence of consideration and relied on the defence of non est factum.

The Court of Appeal dismissed the appeal, upholding the trial judge's findings that consideration existed due to the family relationship and benefit to the appellant's son, and that the appellant could not rely on non est factum because he carelessly chose not to read the document.

The award of pre-judgment interest was also upheld.

The appellants appealed an order of the motion judge.

The Court of Appeal dismissed the appeal, finding ample evidence to support the motion judge's conclusion that the parties never reached a meeting of the minds on an arbitration clause or a choice of laws provision.

The Court also agreed that the transfer motion was premature because the statement of defence had not yet been filed and the witnesses were unknown, making it impossible to determine the most convenient venue.

The appellant travel agency appealed a trial judge's finding of negligence and damages award in favour of the respondents.

The trial judge found the agency breached its duty of care by failing to warn the respondent about visa requirements, as the agency sent the invoice containing the warning to the wrong address.

The Court of Appeal upheld the trial judge's credibility findings, liability conclusion, and damages assessment, dismissing the appeal with costs.

The appellant appealed the dismissal of its claims regarding a contract for janitorial services.

The appellant argued that the respondent improperly modified the contract, rendering its tender non-compliant.

The Court of Appeal dismissed the appeal, finding that the appellant had accepted and abided by the work day clarification for four years, and that the clarification was agreed to before any binding contractual relations arose.

The appellant sued the Attorney General of Canada for improperly rejecting his proposal submitted in response to a Request for Proposal for Informatics Professional Services.

The proposal was rejected because the appellant's proposed personnel lacked the required security clearance.

The motions judge granted partial summary judgment to the respondent, finding no triable issue as the mandatory security requirements were not met.

The Court of Appeal upheld the decision, finding no ambiguity in the RFP documents and no basis to interfere.

The appellant appealed a trial judgment finding it breached its contractual obligations to develop a product and use best efforts to meet time goals.

The Court of Appeal dismissed the appeal, finding ample evidence to support the trial judge's conclusions that the respondent received no value and the breaches were not condoned.

The court found no palpable and overriding error.

The respondent purchased two stolen tractor-trailers and added them to its fleet insurance policy.

The police later seized the trailers and returned them to their rightful owners.

The respondent claimed the loss under its insurance policy.

The insurer appealed the motion judge's decision.

The Court of Appeal allowed the appeal, holding that the policy did not cover the loss because the theft occurred before the respondent obtained the insurance.

The insurer's motion for summary judgment was granted and the action against it was dismissed.

The appellant appealed a decision enforcing a Guarantee after breaching a Forbearance Agreement by failing to provide access to documents.

The Court of Appeal dismissed the appeal, finding no merit in the appellant's last-minute request for cross-examination and confirming the debt was still owing.

Costs of $5,000 were awarded to the respondents.

The appellant appealed a trial judgment awarding damages for lost profits arising from a breach of contract.

The appellant argued the trial judge erred in accepting the plaintiff's expert's historical approach to calculating lost profits and failed to consider whether lost advertisements were transferred to other accounts.

The Court of Appeal dismissed the appeal, finding the trial judge was entitled to accept the plaintiff's expert evidence and that the argument regarding transferred advertisements was not sufficiently developed in the evidence.

The appellant landlord appealed a decision finding that an implied term of a commercial lease granted the respondent bank access to parking spaces via the landlord's laneway.

The Court of Appeal dismissed the appeal, holding that the application judge's finding was supported by ample evidence and was not a palpable and overriding error.

The court also rejected the appellant's res judicata argument, noting that prior litigation did not concern the interpretation of the lease.

Leave to appeal the substantial indemnity costs award was refused, as the application judge's finding of malevolent conduct justified the scale.