Corporate/Commercial Law - OCA

The appellants appealed a trial judgment finding them liable for negligent misrepresentation regarding the costs of goods sold ratio in a contract.

The Court of Appeal dismissed the appeal, holding that the trial judge was entitled to find negligent misrepresentation and detrimental reliance.

The Court further held that the misrepresentation did not fall within the contract's entire agreement clause and upheld the damages assessment.

The appellants appealed an order declaring that the interest in a partnership agreement was owned as joint tenants rather than tenants in common.

The Court of Appeal dismissed the appeal, finding that the language of the partnership agreement inevitably led to the conclusion of joint tenancy.

The dismissal was made without prejudice to other broader legal claims regarding the distribution of the property.

The appellant guaranteed her husband's business loans and provided a collateral mortgage on her home.

The bank later agreed to replace the guarantee with a new conventional mortgage, but subsequently sued on the original guarantee, which the appellant settled.

When the bank sued to enforce the new mortgage, the appellant raised defences of negligence, unconscionability, misrepresentation, and undue influence.

The Court of Appeal dismissed the defences against enforcement, finding the appellant had independent legal advice and entered the transaction freely, rebutting any presumption of undue influence.

However, the Court allowed an equitable set-off against the mortgage debt for the damages the appellant suffered when the bank breached its agreement by suing on the original guarantee.

In a complex family business dispute, the respondents moved to lift the automatic stay of substantial money judgments pending appeal, or alternatively for interim costs or security for costs.

The appellants brought a cross-motion to stay certain mandatory tracing orders pending appeal.

The Court of Appeal dismissed both motions.

The court found the appeals were not devoid of merit and the respondents failed to establish sufficient hardship or risk of asset dissipation to justify lifting the stay.

The court also found the appellants failed to demonstrate irreparable harm to justify staying the mandatory tracing orders.

The appellants appealed a summary judgment order.

The Court of Appeal allowed the appeal, finding triable issues regarding whether the president of Lason Canada had a duty to disclose off-balance sheet payments and whether he participated in including tailwind revenues, both of which allegedly inflated the EBITDA calculation.

The summary judgment was set aside and the motion dismissed.

The appellant appealed a trial judgment finding an enforceable contract for the sale and delivery of shares to the respondent.

The trial judge found the contract was partly written and partly oral, with all essential terms agreed upon, including the provision of $1 million in shares priced at half market value as of the respondent's start date.

The Court of Appeal upheld the trial judge's findings, noting there was a clear meeting of the minds and no palpable error.

The respondent's cross-appeal regarding the assessment of damages was also dismissed, as the trial judge was justified in fixing the assessment as of the notice of termination date.

Both the appeal and cross-appeal were dismissed with no costs.

The appellants invested in a limited partnership tax shelter, borrowing funds and providing promissory notes and guarantees secured by collateral mortgages.

Upon default, the lender obtained default judgments, transferred the mortgaged properties to its insurer under power of sale, and assigned the judgments to the insurer.

The appellants sought to declare the judgments void, alleging improvident sale, merger, de facto foreclosure, and release of guarantees.

The Court of Appeal upheld the application judge's dismissal, finding the guarantees were independent obligations and the insurer's actions did not constitute a de facto foreclosure.

The appellants appealed from a judgment granting summary judgment and dismissing a motion to set aside a default judgment.

The Court of Appeal allowed the appeal, finding that there were triable issues regarding margin requirements, the respondent's conduct, and the 'Know Your Client Rule'.

The court also set aside the default judgment against one of the appellants, finding an arguable defence on the merits regarding undue influence and the respondent's obligation to ensure she understood the indemnity.

The appellants appealed a decision finding that no unconditional contract arose between the parties that would create a security interest requiring registration when the appellants took possession of two trucks.

The Court of Appeal dismissed the appeal, holding that the application judge's finding that the agreement was conditional on obtaining financing was a finding of fact supported by the record, and there was no palpable and overriding error.

The Toronto-Dominion Bank appealed a trial judgment declaring that all debts under a line of credit extended to the respondents were discharged and ordering the discharge of a collateral mortgage.

The respondents had obtained a line of credit secured by a second mortgage on their home, along with life insurance that would repay the loan if either died.

The bank improperly calculated monthly interest payments, leading to an apparent default, and subsequently demanded repayment.

This demand automatically terminated the life insurance policy.

When one of the respondents later died, the insurance company denied coverage.

The Court of Appeal dismissed the bank's appeal, finding that the bank's breach of the loan agreement by taking more than the minimum monthly payment led directly to the default and the subsequent demand, which in turn caused the termination of the life insurance policy.

The plaintiff employer settled a claim arising from its employee's fraudulent issuance of a performance bond, providing a release to the third-party contractor.

The release promised not to sue anyone who might claim contribution or indemnity from the contractor.

The plaintiff subsequently sued the employee, who then third-partied the contractor.

The Court of Appeal upheld the motion judge's decision to stay the plaintiff's action and the third-party claim as an abuse of process, finding that the plaintiff's undertaking not to seek amounts recoverable from the contractor was an impermissible unilateral amendment to the clear terms of the release.

The appeal concerning Grove Packaging Inc. was dismissed on consent on a without costs basis.

The appellants appealed a trial judgment finding that their company held insurance premiums in trust for the respondent insurer and that the individual appellant, as the directing mind of the company, was personally liable for knowing assistance in a breach of trust for withholding those premiums.

The Court of Appeal dismissed the appeal, upholding the trial judge's findings that a statutory trust existed under s. 402(1) of the Insurance Act, which applies to both licensed and unlicensed agents, and that an express trust existed at common law.

The Court also affirmed that the individual appellant was personally liable because he directed the company to take a knowingly wrongful risk to the prejudice of the insurer.

The appellant, a franchisor, obtained foreign default judgments against the respondent franchisees after terminating their franchise agreements and seizing their assets without accounting for the value of the seized inventory.

The appellant then filed petitions in bankruptcy in Ontario based on the foreign judgments.

The trial judge dismissed the petitions under s. 43(7) of the Bankruptcy and Insolvency Act, finding that the appellant's attempt to obtain double recovery by failing to account for the seized assets constituted 'sufficient cause' to deny the petitions.

The Court of Appeal upheld the decision, confirming that the trial judge properly exercised his discretion to dismiss the petitions due to the appellant's unconscionable conduct.

The appellants appealed a summary judgment ordering them to pay the respondent for the redemption of preference shares.

The appellants argued that an oral collateral agreement delayed the payment obligations until the completion of a separate share sale, and that the respondent's interference in that sale justified equitable set-off.

The Court of Appeal dismissed the appeal, holding that the alleged collateral agreement contradicted the clear terms of the written redemption agreement and guarantee, which included an entire agreement clause.

The court also found that equitable set-off was expressly precluded by the guarantee and that the motions judge did not exceed her jurisdiction in granting summary judgment.

The appellant appealed a decision interpreting Clause 2.7 of an asset purchase agreement.

The Court of Appeal agreed with the motion judge that the clause was clear and unambiguous, producing a commercially reasonable result.

The court upheld the refusal to admit extrinsic evidence or direct a trial on the rectification claim, and dismissed the claim against Stikeman Elliott.

The appeal was dismissed with costs.

The appellant appealed a decision finding that its action under s. 132 of the Insurance Act was barred by the limitation period in paragraph 4 of the insurance contract.

The Court of Appeal agreed with the lower court, noting there was no contractual language or conduct by the parties that would warrant departing from this result on public policy grounds.

The appeal was dismissed with costs fixed at $4,500.

The appellant appealed a trial judgment finding that the vendor had given written consent to the lease of the premises.

The Court of Appeal dismissed the appeal, holding that there was ample evidence to support the trial judge's finding and that the vendor's purported withdrawal of consent was ineffective.

The appellants appealed a trial judge's finding that the relationship between the parties was a debtor-creditor relationship rather than a partnership.

The Court of Appeal dismissed the appeal, finding it was open to the trial judge to make that determination.

The appellant sought specific performance of an agreement with an abatement equivalent to damages caused by the respondents' alleged breach of a promise of confidentiality.

The Court of Appeal upheld the motions judge's conclusion that the promise was collateral to the agreement and that specific performance with an abatement is not available in these circumstances.

The appeal was dismissed.