Corporate/Commercial Law - ODC

The appellants appealed a trial judgment that conducted an accounting between the parties following a failed joint venture in an excavating business.

The trial judge found the appellants owed the respondents a net amount of $3,271.60.

On appeal, the appellants argued the trial judge exhibited bias, ignored evidence, and decided the case on an unpleaded issue.

The Divisional Court dismissed the appeal, finding no bias, no reviewable error in the accounting, and that the pleadings broadly contemplated an accounting.

The respondents' cross-appeal for costs was also dismissed.

The plaintiffs appealed a Master's decision refusing their motion to amend their Statement of Claim in a wrongful dismissal and share repurchase dispute.

The Master had denied the amendment on several grounds, including prejudice, election, and withdrawal of an admission.

The Divisional Court allowed the appeal, finding the Master was clearly wrong because he applied the wrong test for prejudice under Rule 26.01 and improperly weighed evidence and made factual findings, which is inappropriate on a motion to amend pleadings.

The court directed the plaintiffs to prepare an amended Statement of Claim, excluding certain paragraphs that offended the rule in Foss v. Harbottle.

The appellant appealed the dismissal of her application for an oppression remedy under s. 248 of the Business Corporations Act.

The dispute centered on a numbered company incorporated by the appellant's late husband to hold a Florida condominium, with shares held by the appellant and the husband's children.

The motion judge found that the husband had loaned money to the corporation and had not forgiven the loan prior to or upon his death.

The Divisional Court upheld the motion judge's findings that the loan remained an obligation of the corporation and that the failure of the estate to forgive the loan did not constitute oppressive conduct by the corporation or its directors.

The appeal was dismissed.

The appellant appealed the dismissal of a motion to certify a class proceeding against the respondent bank.

The proposed class action alleged that the respondent received interest on cash advances at a criminal rate, in violation of s. 347(1)(b) of the Criminal Code, and sought restitutionary, declaratory, and injunctive relief.

The Divisional Court dismissed the appeal, upholding the motions judge's findings that the restitutionary claims did not raise common issues and that a class proceeding was not the preferable procedure for resolving the claims for declaratory and injunctive relief.

The appellant, a corporate director, appealed a decision finding him personally liable under s. 248 of the OBCA for a corporate debt owed to the respondent for fresh produce.

The Divisional Court allowed the appeal, finding that while the appellant was a director, there was no evidence he exercised his powers in an oppressive or unfairly prejudicial manner.

A related appeal from a decision refusing to set aside the original order on the basis of mistake was dismissed.

The applicant brought a motion to lift the automatic stay of a judgment pending appeal.

The parties consented to adjourn the motion but disagreed on the costs of the adjournment.

The respondents sought over $63,000 in costs incurred investigating the applicant's transfer of assets to family members, which allegedly rendered him judgment-proof.

The court fixed the costs of the adjournment at $20,000 payable forthwith by the applicant.

The appellants appealed a judgment finding them liable for corporate oppression and ordering them to pay $1,075,000 to the respondent.

The application judge found that the individual appellant stripped the corporate appellant of profits from a property sale to purchase another property, defeating the respondent's ability to collect on a prior judgment.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the application judge's conclusion that the conduct was oppressive, and upholding the remedy and substantial indemnity costs award.

The defendants appealed an order dismissing their motion for summary judgment.

The plaintiff sued for breach of a commercial lease after the defendants sold the property without honouring the plaintiff's right of first refusal.

The defendants argued the action was barred by a one-year contractual limitation period.

The Divisional Court dismissed the appeal, holding that whether the discoverability rule applies to a contractual limitation period is a genuine issue for trial, as is the factual question of when the plaintiff ought reasonably to have discovered the breach.

The appellant appealed a Tribunal decision finding breaches of the Mortgage Brokers Act and revoking its licence.

The Divisional Court dismissed the appeal on the merits, finding no breach of the Statutory Powers Procedure Act, ample evidence of regulatory breaches, and no apprehension of bias.

However, the Court allowed the appeal regarding the penalty, finding the Tribunal erred in law by imposing licence revocation without allowing submissions on penalty, considering alternatives, or reviewing similar cases.

The revocation order was set aside and replaced with conditions on the appellant's licence.

The appellants appealed an order dismissing their motion for certification of a class proceeding and striking certain paragraphs of their statement of claim.

The proposed class action alleged negligence and negligent/reckless misrepresentation by the respondent auditors in connection with financial statements relied upon by lenders who advanced over US$1 billion.

The Divisional Court allowed the appeal in part, finding that the motions judge erred in striking the claim for reckless misrepresentation and in concluding that a class proceeding was not the preferable procedure.

The court upheld the striking of claims by assignor lenders and claims against individual partners and employees.

The matter was referred back to a class proceedings judge.

The appellants appealed a decision regarding the remuneration of a condominium director and an agent.

The Divisional Court held that while s. 28(3) of the Condominium Act requires a specific by-law for the remuneration of directors, s. 28(1)(c) permits the board to remunerate officers and agents without a by-law.

The appeal was dismissed regarding Mr. Sisto, who was remunerated as a director without a by-law.

The appeal was allowed regarding Mr. Cianfarani, an agent of the corporation, as he could be remunerated without a by-law.

The applicant sought leave to appeal an order dismissing its motions for an interim injunction and a certificate of pending litigation regarding a terminated commercial lease.

The Divisional Court granted an extension of time to seek leave but dismissed the application on the merits.

The court found no good reason to doubt the correctness of the motions judge's application of the test for injunctive relief, noting evidence supported the findings that the premises were not unique and damages would suffice.

The court also held that the failure to provide explicit reasons for dismissing the CPL did not warrant granting leave.

The plaintiffs sought an interlocutory injunction against the defendant, who had purchased their business and assets.

The court applied the RJR MacDonald test and found that the plaintiffs failed to establish a serious issue to be tried, irreparable harm, or that the balance of convenience favoured granting the injunction.

The court noted the plaintiffs' delay and petulant interference in the defendant's affairs.

The motion was dismissed, with costs awarded to the defendant on a partial indemnity scale.

The appellants appealed an order appointing a receiver and setting conditions for the appointment.

The respondents raised a preliminary issue regarding the court's jurisdiction, arguing the order was interlocutory and required leave to appeal.

The Divisional Court agreed, finding that the order was designed to implement a prior judgment and was therefore interlocutory.

The appeal was quashed for lack of jurisdiction, without prejudice to the appellants seeking leave to appeal.

The appellant appealed an order made under the Canada Business Corporations Act to the Divisional Court.

The court held that under s. 249 of the Act, an appeal lies to the Court of Appeal for Ontario, not the Divisional Court.

The appeal was dismissed on jurisdictional grounds.

The applicant sought leave to appeal to the Divisional Court from a decision refusing an interlocutory injunction to prevent a professional engineering consulting firm from acting for a competitor.

The motion judge found a serious issue to be tried regarding a potential breach of fiduciary duty but found no irreparable harm.

The Divisional Court granted leave to appeal, finding that there was good reason to doubt the correctness of the decision because it was open to serious debate whether the strict conflict of interest approach applied to accountants in Drabinsky should also apply to engineers in a fiduciary relationship.

The appellants appealed a decision finding oppressive conduct and breach of fiduciary duty.

The motion judge found that the corporation was represented to the respondent investor as the owner of a specific technology, but the individual appellant deliberately withheld title to the patents for his own purposes.

The Divisional Court upheld the findings, noting that the investor was entitled to rely on the representations made and that the doctrine of reasonable expectations applied.

The court also upheld the remedy, which included declaring the corporation the owner of the process and directing an accounting for profits derived from a related contract.

The appeal was dismissed.

The plaintiffs sought to certify a class action on behalf of indirect purchasers (homeowners and end users) alleging that the defendants engaged in a price-fixing conspiracy regarding iron oxide pigment used in construction materials.

The application judge certified the action.

The defendants appealed.

The Divisional Court allowed the appeal and set aside the certification order, finding that a class proceeding was not the preferable procedure.

The court held that the plaintiffs faced insurmountable problems of proof regarding whether the alleged overcharge was passed on to them through the chain of distribution, making the action unmanageable and inappropriate for aggregate damages assessment.

The plaintiff corporation commenced an action while dissolved.

The defendants moved for security for costs, and the Master dismissed the action as a nullity because the plaintiff was dissolved when the action was commenced, despite the plaintiff obtaining Articles of Revival before the Master rendered his decision.

On appeal, the Divisional Court held that under s. 241(5) of the Business Corporations Act, the revival deemed the corporation to have the right to bring the action as though it had not been dissolved.

The appeal was allowed and the dismissal set aside, though costs were awarded against the successful appellant due to its solicitors' delay in obtaining the revival.

The appellants appealed a decision certifying a class action regarding the Bre-X gold mine fraud.

The motion judge had restricted the common issues to conspiracy and fraud, declining to certify negligent misrepresentation as a common issue, and limited the class to shareholders who held shares on the date the possible fraud was publicly disclosed.

The Divisional Court dismissed the appeal, agreeing that negligent misrepresentation claims require individual inquiries into reliance and causation, making a class action not the preferable procedure for those claims.

The court also upheld the temporal restriction on the class, as shareholders who sold before the disclosure date could not have suffered losses caused by the misrepresentations.