Corporate/Commercial Law - OCA

The moving party brought a motion for leave to appeal.

The Court of Appeal for Ontario dismissed the motion and fixed costs at $1,000.

The respondent moved to quash an appeal and a motion for leave to appeal from an order granting interim relief in an oppression action under the Canada Business Corporations Act.

The Court of Appeal held that the order was interlocutory, meaning leave to appeal was required.

The Court further held that under s. 249 of the CBCA, appeals from interlocutory orders lie to the Court of Appeal, not the Divisional Court.

The motion to quash the appeal was granted, but the motion to quash the motion for leave to appeal was dismissed.

The appellants appealed a trial judgment finding that their solicitor was not negligent for failing to warn of the risks of proceeding as a minority shareholder without a unanimous shareholders agreement.

The Court of Appeal dismissed the appeal, finding that even if the solicitor breached his duty, the appellants failed to prove causation and damages.

The appellant had already received the fair value of his shares and his shareholder's loan in separate oppression proceedings, and there was no evidence he would have obtained a better result had a warning been given.

The appellant surety appealed a trial judgment enforcing a customs bond in favour of the Canada Customs and Revenue Agency (CCRA).

The appellant argued the CCRA failed to produce relevant documentation to substantiate the claim.

The Court of Appeal dismissed the appeal, finding that section 107 of the Customs Act precluded the CCRA from disclosing importer names to the surety, and that the production of summaries and a dishonoured cheque satisfied the bond's disclosure requirements.

The court varied the judgment only to correct the principal amount upon which interest was calculated.

The appellants appealed an order striking out their claim of economic duress and effectively dismissing their entire action against the respondent banks.

The motion judge had found that past dealings between the parties could not constitute economic duress to vitiate a restructuring agreement and release.

The Court of Appeal allowed the appeal, holding that the motion judge erred by failing to apply the 'plain and obvious' test for striking pleadings under Rule 21.

The Court found it was not plain and obvious that a claim of economic duress based on past dealings would inevitably fail, and ordered the appellants to file a new, focused statement of claim.

The appellant, a dissolved corporation, sought to enforce a judgment obtained prior to its dissolution.

The motions judge found that the corporation lacked capacity to carry out enforcement proceedings absent authority from the Crown, as its property had vested in the Crown upon dissolution pursuant to s. 244 of the Business Corporations Act.

The motions judge also found an accidental omission or slip under Rule 59.06.

The Court of Appeal dismissed the appeal, upholding the motions judge's findings on both capacity and the application of Rule 59.06.

The appellant appealed a finding of contempt for breaching a non-compete clause in a court order.

The Court of Appeal dismissed the appeal, finding ample evidence that the appellant had the requisite knowledge of the order or was wilfully blind to it.

Furthermore, the appellant admitted to breaching the clause after being personally served with the contempt motion.

The appeal was dismissed with costs awarded to the respondent.

The moving parties, two directors who were removed from the board of a company undergoing restructuring under the Companies' Creditors Arrangement Act, sought an order expediting the hearing of their motion for leave to appeal the removal order.

The court granted the motion to expedite, finding that the fast-moving and unpredictable nature of CCAA proceedings required a generous view of urgency to provide the board with certainty regarding its composition during a critical phase of restructuring.

The appellant appealed a trial judgment dismissing its claims for breach of an agency agreement, negligent misrepresentation, and breach of contract.

The trial judge found no agency agreement existed, no reasonable reliance on interest rate statements, and no duty to advise of commission changes.

The Court of Appeal dismissed the appeal, finding evidence supported the trial judge's findings and rejecting the argument that lack of reliance was not pleaded.

The appellant's husband gave a mortgage to the respondent to secure a loan, which the appellant guaranteed.

When the mortgage matured, the husband forged the appellant's signature on a renewal agreement without the respondent's knowledge.

After the husband defaulted, the respondent sold the property under power of sale and sued the appellant for the deficiency.

The Court of Appeal dismissed the appellant's appeal, holding that the clear and unambiguous language of the original guarantee bound her until the moneys originally advanced were fully paid, regardless of the forged renewal.

The moving party, CAFO Inc., sought leave to appeal in the Stelco Inc. proceedings.

The Court of Appeal for Ontario granted leave to appeal with respect to the questions in paragraphs 23-28 of the moving party's factum, but denied leave for question 29.

Costs of the motion were reserved to the panel hearing the appeal.

The appellants appealed a judgment declaring that the respondents had properly rescinded a franchise agreement under section 6 of the Arthur Wishart Act (Franchise Disclosure), 2000.

The appellants argued that the respondents never became 'franchisees' because the transaction did not close, and that the application judge improperly pierced the corporate veil.

The Court of Appeal dismissed the appeal, finding that all necessary documents were executed, the full purchase price was paid, and the various corporate appellants operated essentially as a single entity.

The appeal was dismissed with costs fixed at $2,000.

The Crown appealed a decision declaring that Regulvar Ontario was not a 'person resident in a designated jurisdiction' under the Fairness is a Two-Way Street Act (Construction Labour Mobility), 1999.

The Act restricted access to construction jobs in Ontario for persons resident in Quebec.

Regulvar Ontario's head office was in Ontario, but 30% of its shares were held by Regulvar Quebec.

The Court of Appeal upheld the application judge's use of the de jure control test from Duha Printers, finding that Regulvar Quebec did not control Regulvar Ontario directly or indirectly.

The appeal was dismissed.

The appellant Crown appealed a declaration that the respondent, Regulvar Ontario, was not a 'person resident in a designated jurisdiction' under the Fairness is a Two-Way Street Act.

The Act restricts construction access for corporations controlled directly or indirectly by residents of Quebec.

Regulvar Quebec owned 30% of Regulvar Ontario's shares, with the rest held by individuals who were directors or officers of Regulvar Quebec.

The Court of Appeal upheld the application judge's use of the de jure control test, finding that Regulvar Quebec did not have the ability to elect the majority of the board of directors.

The appeal was dismissed.

The appellant appealed a summary judgment dismissing his action against Mercedes-Benz Credit of Canada.

The appellant alleged that Mercedes improperly interfered with his negotiations with his insurer regarding a truck damaged by fire, causing a decrease in the truck's value.

The Court of Appeal dismissed the appeal, finding no evidence to support the appellant's claim that Mercedes improperly interfered, as Mercedes had a legitimate interest in the vehicle and the insurance proceeds.

The appellant appealed a judgment finding that the fair market value of collateral was less than the debt owed to the respondent.

The Court of Appeal dismissed the appeal, finding no basis to interfere with the motion judge's finding, as the receiver's efforts to sell the asset supported the respondent's position and the appellant offered no contrary evidence.

The appellants appealed a judgment that ordered judgment in accordance with an offer to settle, permitted equitable set-off, and extinguished the remainder of the debt owing to the bank.

The Court of Appeal upheld the judgment regarding the offer to settle and equitable set-off, but found no evidentiary foundation or reasons for extinguishing the remainder of the debt.

The appeal was allowed in part to vary the judgment, directing that all monies paid pursuant to the offer to settle be used to set-off the indebtedness, without extinguishing the remaining debt.

The appellants, former senior executives of the respondent corporation, appealed a trial judgment finding that no 'change in control' had occurred to trigger generous compensation provisions in their employment contracts.

During a period of financial difficulty, a shareholder group accumulated proxies for over 35 percent of the voting shares to requisition a special meeting to replace the board of directors.

A settlement was reached before the meeting, and the executives subsequently claimed payouts from a trust fund established for change of control scenarios.

The Court of Appeal affirmed the trial judge's conclusion that the mere accumulation of proxies did not confer the right to control or direct the voting power of the corporation, and thus did not constitute a change in control under the agreements.

The appellants appealed a trial judgment holding them liable for losses in a short sale margin account.

The primary debtor opened the account and the co-appellant guaranteed it.

The appellants argued the investment dealer owed a fiduciary duty to the guarantor and breached a duty of full disclosure by failing to disclose that the primary debtor had not posted the required margin security.

The Court of Appeal dismissed the appeal, upholding the trial judge's findings that there was no fiduciary relationship and that the non-disclosure was not material, as the guarantor knew the account was in a loss position and that he was securing that loss.

The appellant mortgagee appealed the dismissal of its action against a guarantor on summary judgment.

The motions judge had found that the guarantor was discharged due to a change in the principal contract.

The Court of Appeal allowed the appeal, holding that the sale of shares of the principal debtor corporation to third parties did not vary the contract between the principal debtor and the mortgagee, nor did it breach the guarantee contract.

The appellant was granted summary judgment on the guarantee in the amount of $869,091.18.