Corporate/Commercial Law - OCA

The appellant appealed a decision dismissing its application for a declaration that the respondent insurer was required to defend and indemnify a driver involved in an accident while driving a rented vehicle.

The respondent denied coverage on the basis that the rental company failed to identify the specific vehicle in its monthly fleet report.

The Court of Appeal allowed the appeal, holding that the plain language of the fleet endorsement only required the rental company to report the number of leased vehicles in its fleet, not the particulars of each vehicle.

The appellant, a former partner at the respondent law firm, appealed the dismissal of his action against the firm.

He alleged that the firm's management owed and breached a fiduciary duty to warn him that his remuneration would be significantly reduced under a newly implemented compensation system, which would have prompted him to withdraw from the partnership earlier.

The Court of Appeal dismissed the appeal, upholding the trial judge's findings that no such fiduciary duty existed under the partnership agreement or at common law, that no breach was proven even if a duty existed, and that the appellant was already aware his compensation would likely decrease.

The appellants appealed a summary judgment enforcing a debenture, arguing that a factual dispute over the exercise of an option and a claim for equitable set-off based on alleged misrepresentations raised triable issues.

The Court of Appeal dismissed the appeal, finding that the debenture created a stand-alone debt unaffected by the option agreement, and that the alleged misrepresentations did not go to the root of the respondent's claim.

The appellants, commercial tenants, were locked out by their landlord for rent arrears.

To regain entry, they signed minutes of settlement and a promissory note guaranteeing the landlord's lawyer's fees.

When sued on the settlement, the appellants brought a third party claim against the lawyer for economic duress.

The Court of Appeal upheld the motion judge's decision to strike the third party claim, finding that the lawyer's routine conduct in advancing her client's position did not constitute the illegitimate pressure required for economic duress.

The appellants appealed a trial judgment awarding the respondent damages for wrongful dismissal and the value of his shares under a shareholders' agreement.

The Court of Appeal upheld the trial judge's findings that the respondent's shares had not been validly purchased upon his termination and that he was entitled to participate in the proceeds of the company's subsequent sale.

The court also upheld the trial judge's refusal to reduce wrongful dismissal damages for failure to mitigate.

However, the court allowed the appeal in part, setting aside the award for dividends on Class B preferred shares because the respondent's option agreement explicitly precluded dividend rights until the option was exercised.

The tenant appealed the terms of relief from forfeiture granted by the application judge after being found in breach of a commercial lease for permitting loitering and failing to comply with the Liquor License Act.

The landlord cross-appealed, arguing the lease should have been terminated.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the application judge crafted a balanced remedy and properly exercised his discretion under the Commercial Tenancies Act.

The plaintiff brought a proposed class action against Dell for allegedly defective notebook computers.

Dell sought to stay the action based on a mandatory arbitration clause in its standard-form sales agreement.

The motion judge refused the stay and certified the class action.

On appeal, the Court of Appeal upheld the decision, finding that the Consumer Protection Act, 2002, which invalidates mandatory arbitration clauses in consumer agreements, applied to the claim because the computers failed after the Act came into force.

The Court also refused to grant a partial stay for non-consumer claims, as doing so would lead to inefficiency and a multiplicity of proceedings.

The appellants appealed an order granting the respondents specific performance of an agreement to sever and sell a parcel of land for a new Mazda dealership.

The appellants argued the agreement lacked consideration, was too uncertain to satisfy the Statute of Frauds, and that specific performance could not be ordered on a summary basis.

The Court of Appeal dismissed the appeal, finding mutual promises constituted consideration, the agreement's terms were clear, and specific performance was available and appropriate on summary judgment.

The appellants, limited partners in a condominium complex, appealed a trial judgment dismissing their claims for negligent misrepresentation and breach of fiduciary duty against the respondent lender, and rejecting their defences to the respondent's shortfall action following power of sale proceedings.

The appellants argued that the respondent failed to inform them of property tax arrears when renewing the mortgage.

The Court of Appeal dismissed the appeal, finding that the respondent's relationship was solely with the general partner, and it owed no duty of care or fiduciary duty to communicate directly with the limited partners.

The appellants appealed the quantum of damages awarded at trial for the respondent's breach of a restrictive covenant and fiduciary duty.

The trial judge had limited damages to the two-year period of the covenant, less a 25% contingency for clients who would have left anyway.

The Court of Appeal dismissed the appeal, finding that the appellants elected to claim recovery of loss rather than disgorgement, and the trial judge's factual assessment of that loss was reasonable.

The respondent's cross-appeal regarding liability was also dismissed.

The appellant appealed a decision regarding jurisdiction over its fraud claim.

The Court of Appeal allowed the appeal, finding that the fraud claim was linked to Ontario because the alleged harm was suffered there through the receipt of invoices, and the business dealings were governed by a contract containing an Ontario forum selection and governing law clause.

The respondent operated a direct mail business in Ontario that sold lottery tickets and merchandise to persons outside Canada.

He was acquitted of making false or misleading representations 'to the public' under s. 52(1) of the Competition Act because the trial judge held the phrase only applied to the Canadian public.

The Crown appealed.

The Court of Appeal held that 'to the public' is not restricted to the Canadian public where there is a real and substantial link to Canada.

However, the Court ordered a new trial because the trial judge's excessive interventions and cross-examination of the respondent compromised the appearance of trial fairness.

The Court also clarified that reliance on legal advice is a mistake of law, not fact, and that the post-1999 mens rea requirement for s. 52 requires proof of knowledge or recklessness regarding the misleading nature of the representations.

The appellant purchased commercial land from the respondent and granted a Vendor Take Back Mortgage.

The mortgage contained a provision making it due and payable five days after the appellant obtained a shoring and excavation permit, and another provision allowing for prepayment on specific dates.

The permit was issued on January 10, making the mortgage due on January 15.

The appellant attempted to exercise the prepayment option on January 15.

The Court of Appeal upheld the application judge's finding that because the mortgage had matured and become due and payable on January 15, it could not be prepaid on that date.

The appellant appealed a Superior Court decision that held a perpetual right to renew a supply of 5000 horsepower of electricity at a preferential rate remained extant.

The Court of Appeal allowed the appeal, finding that the appeal judge failed to give adequate weight to the fact that the original 1928 agreement lapsed in 1987 due to the respondent's failure to give the required renewal notice.

The Court held that subsequent agreements did not revive the perpetual renewal provision, but merely provided a preferential price for a fixed term.

The appellants appealed a partial summary judgment granted by the motion judge in a franchise dispute.

The Court of Appeal found no error in the motion judge's decision, noting the evidence in the record and the absence of any contrary explanation from the franchisor.

The appeal was dismissed with costs.

TaxSave appealed a motion judge's decision treating its claim for 50% of a tax refund as an ordinary unsecured claim under Gilmore Printing's CCAA plan of arrangement.

The Court of Appeal allowed the appeal, finding that the claim was a contingent claim expressly carved out of the plan and not compromised.

TaxSave was entitled to its full 50% share of the refund, as there were no other claimants to the fund and other creditors had been satisfied.

The appellant auditor appealed a trial judgment finding it liable for professional negligence, challenging the scope of duty, causation, contributory negligence, and damages calculation.

The respondent cross-appealed regarding dividends, prejudgment interest, and inevitable losses.

The Court of Appeal dismissed both the appeal and cross-appeal, finding no palpable error in the trial judge's findings of fact and concluding that the trial judge correctly determined the scope of the auditor's duty to warn the respondent of significant weaknesses in its Loans Department.

The cross-appellant appealed a trial judgment awarding damages for breach of contract regarding the sale of a tavern.

The cross-appellant argued that the respondent acted as a self-appointed agent, breached a fiduciary duty, and that the contract was unenforceable due to the maxim ex turpi causa non oritur actio.

The Court of Appeal dismissed the cross-appeal, finding that the respondent acted on his own behalf with authority, owed no fiduciary duty as there was no agreement to relinquish self-interest, and that the contract did not involve any illegal or immoral act defrauding a third party.

The appellant appealed the trial judge's dismissal of its motion to amend its damage claim and the award of only nominal damages for expenditures incurred prior to the respondent's breach of contract.

The respondent cross-appealed the finding that it breached the contract and the trial judge's costs order.

The Court of Appeal dismissed both the appeal and cross-appeal, finding that the trial judge correctly concluded the amendment would cause prejudice, that the appellant's expenses would have exceeded its benefits had the contract been performed, and that the respondent's reasons for terminating the contract were manufactured.

The appellant appealed a trial judgment that reduced its damages for a breached commercial sublease due to a failure to mitigate, and dismissed its claims against the individual respondent for inducing breach of contract.

The Court of Appeal held that the appellant had no obligation to renegotiate the sublease to mitigate damages, increasing the judgment against the corporate respondent.

However, the Court upheld the dismissal of the personal claims against the individual respondent, finding he acted in good faith as the directing mind of the corporation, which breached the lease simply due to a loss of revenue.

The award of solicitor-and-client costs to the individual respondent was also upheld due to unsubstantiated allegations of fraud.