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 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 appellant appealed a motion judge's decision that Ontario lacked jurisdiction over a contract dispute with a British Columbia respondent.

The Court of Appeal found the motion judge erred in fact by concluding the contracts were made in British Columbia.

Instead, the appellant had made counter-offers that were accepted by the respondent's delivery of goods in Ontario.

Consequently, the contracts were made in Ontario, triggering the presumption of a real and substantial connection under Rule 17.02(f).

The Court also found Ontario to be the convenient forum and allowed the appeal.

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 appellant, a user of the drug Paxil, brought a proposed class action against the respondent pharmaceutical companies alleging abuse of process, conspiracy, and waiver of tort.

The appellant claimed the respondents misused the Notice of Compliance proceedings under the Patent Act to delay the entry of a cheaper generic equivalent into the market, forcing consumers to pay supra-competitive prices.

The motion judge struck the statement of claim, finding it disclosed no viable cause of action.

The Court of Appeal upheld the decision, concluding that the appellant was not a party to the legal process initiated by the respondents, the respondents' predominant purpose was to advance their own economic interests rather than injure the appellant, and there was no predicate wrongdoing to support a waiver of tort claim.

The appellants appealed a summary judgment dismissing their action against the respondents.

The dispute arose from the exercise of a shotgun buy/sell provision in a unanimous shareholders' agreement.

The appellant alleged breach of fiduciary duty, theft of corporate opportunity, and other claims after learning the respondent financed the buyout by agreeing to transfer corporate properties to a lender.

The Court of Appeal dismissed the appeal, finding the motion judge applied the correct summary judgment test and correctly concluded that no fiduciary duty exists between shareholders exercising a shotgun provision, nor was there any appropriation of a corporate opportunity.

The appellants appealed a summary judgment granted in favour of the respondent on a promissory note, share purchase agreement, and guarantee.

The appellants relied on an alleged collateral agreement as a defence.

The Court of Appeal dismissed the appeal, finding no evidence of any collateral agreement in the record to justify looking behind the terms of the written documents.

The appellant sold a motor vehicle to a dealership that financed its inventory through the respondent.

After the dealership made an assignment in bankruptcy and its cheque to the appellant bounced, the appellant took possession of the vehicle.

The appellant argued that the respondent had disposed of the vehicle under s. 63 of the Personal Property Security Act, thereby discharging its security interest.

The Court of Appeal upheld the motion judge's finding that no such disposition occurred and dismissed the appeal, confirming the respondent's priority.

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 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 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 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 appellant landlord appealed a decision finding that it had unreasonably withheld consent to the assignment of a commercial lease.

The application judge found as a fact that the landlord's sole interest in refusing consent was to secure a higher rent because the current rent was below market value.

The Court of Appeal dismissed the appeal, holding that this finding of fact was open to the application judge, though it noted that a demand for a rent increase is not always an unreasonable response to an assignment request.

In a supplementary endorsement following an oral judgment, the Court of Appeal for Ontario addressed the allocation of proceeds of realization under the respondent bank's debt instruments.

The parties agreed that the proceeds should be allocated first to expenses, second to interest, and third to principal, which the court ordered.

The court declined to consider the balance of the appellants' supplementary submissions as they went beyond the scope of the court's invitation.

The appellant appealed a decision holding that the respondent acquired title to a 50-foot commercial sign located on the appellant's retained land when the respondent purchased an adjacent motel property.

The Court of Appeal found that the application judge did not err in concluding the sign was included in the sale as a chattel, given the broad definition in the Agreement of Purchase and Sale and the evidence of the transaction lawyers.

The Court further held that the easement for ingress and egress was intended to permit the placement and maintenance of the sign.

The appeal was dismissed, but the judgment was varied to declare that the easement permitted the sign's location.

The appellant landlord and its related corporate tenant appealed an order granting the respondent franchisor specific performance of an option to lease agreement.

The application judge found that the landlord and tenant acted in concert to frustrate the franchisor's attempt to enforce the option after the tenant terminated its franchise agreement.

The Court of Appeal dismissed the appeal, upholding the findings that the parties acted in concert, that the option agreement's true intent did not require the application of contra proferentem, and that the commercial premises possessed the requisite uniqueness to justify specific performance.

The appellant appealed an order granting summary judgment.

The Court of Appeal allowed the appeal, finding that the record raised legitimate issues for trial regarding coercion and legitimacy, specifically concerning the appellant's state of mind when signing a guarantee, the nature of the demand, and the options available to him.

Because the facts relevant to these issues were in dispute, a trial was warranted.

The appeal was allowed with costs awarded to the appellant.