Corporate/Commercial Law - ODC

The appellants appealed an order dismissing their motion for leave to commence a derivative action under s. 246 of the Business Corporations Act.

The motions judge found the motion was statute-barred because it was brought after the expiry of the limitation period.

The Divisional Court dismissed the appeal, holding that the motions judge correctly applied the Supreme Court of Canada's decision in the CIBC trilogy, which established that a nunc pro tunc order is not available when a motion for leave is filed after the limitation period has expired.

The defendant sought leave to appeal an order dismissing its motion for partial summary judgment regarding a share option claim.

The motion judge had granted the plaintiffs partial summary judgment on the claim, applying Quebec law to find the defendant breached its duty of good faith.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no good reason to doubt the correctness of the motion judge's decision, which was based on factual findings and expert evidence on Quebec law.

The appellant, an indirect stakeholder, appealed an order approving a plan of arrangement that reorganized the respondent corporation into a limited partnership.

The appellant sought standing to vary the plan to grant it dissenting rights, arguing its economic interests were prejudiced.

The Divisional Court dismissed the appeal, holding that under the BCE framework, only security holders whose legal rights are affected have standing to challenge a plan of arrangement.

As an indirect shareholder, the appellant had no legal right to interfere in the respondent's business affairs or circumvent the approval of the direct shareholder.

The appellant car dealership appealed a Small Claims Court decision granting the respondent rescission of a motor vehicle purchase agreement and return of her $7,964 payment.

The trial judge found the transaction was a consumer purchase under the Consumer Protection Act and that the dealership engaged in an unfair practice by failing to provide a bill of sale and complete financing details.

The Divisional Court dismissed the appeal, holding that the dealership's unfulfilled promise to provide a legally compliant bill of sale constituted a false, misleading, or deceptive representation under section 14 of the Act, entitling the buyer to rescission.

The appellants appealed a trial judge's decision finding that the parties had entered into an oral agreement whereby the respondent was a 50% beneficial shareholder in the appellant corporation and was entitled to a $2.8 million shareholder loan in exchange for his assistance in restructuring a distressed business.

The appellants argued the trial judge made palpable and overriding errors of fact and erred in granting an oppression remedy under s. 248 of the Business Corporations Act.

The Divisional Court dismissed the appeal, finding ample evidence supported the trial judge's factual findings regarding the oral agreement and credibility assessments.

The Court further held that the trial judge did not err in principle in granting the oppression remedy, as the respondent met the definition of a complainant and the remedy accorded with his reasonable expectations.

The appellant purchased a new truck that unexpectedly auto-accelerated to 150 km/h, causing a terrifying incident.

Inspections found no mechanical explanation for the malfunction.

The trial judge dismissed the appellant's claim for the cost of a replacement vehicle, finding no evidence of a defect.

On appeal, the Divisional Court held that the trial judge made a palpable and overriding error by failing to infer a defect from the unexplained failure of the vehicle during ordinary use.

The appeal was allowed and damages were awarded for the replacement cost.

The moving party corporation sought leave to appeal an order dismissing its motion to set aside or stay an interim payment order requiring it to advance legal fees to a former officer facing criminal charges in the United States.

The moving party argued that a recent jury verdict of guilty in the US constituted sufficient evidence of mala fides to overcome the indemnification obligation.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no reason to doubt the correctness of the motion judge's decision, as the US verdict had not yet been entered as a final judgment and the risk of non-repayment did not constitute irreparable harm.

The moving parties sought leave to appeal an order dismissing their second motion for a Mareva injunction.

The underlying dispute involved allegations that a corporate opportunity to purchase a real estate development property was misappropriated.

The court denied leave to appeal, finding no reason to doubt the correctness of the motion judge's conclusion that there was no evidence of fraud or a real risk of asset dissipation.

The motion for leave to appeal was dismissed with costs.

The defendant appealed a master's order dismissing its motion to amend its statement of defence and counterclaim to add the plaintiff's sole director and his other corporations as parties.

The master had dismissed the motion due to a lack of evidence supporting the amendments and a finding that the pleadings did not disclose a tenable cause of action.

The Divisional Court allowed the appeal, holding that evidence is not required on a motion to add a party absent prejudice or abuse of process.

Furthermore, the proposed pleadings, which alleged the director used his corporations interchangeably to shield himself from liability, disclosed a tenable claim for alter ego liability.

The appellant appealed a Small Claims Court judgment ordering him to repay a $20,000 loan, arguing the claim was statute-barred.

The Divisional Court dismissed the appeal, finding that part payments made by the appellant's company extended the limitation period for both the company and the appellant.

Furthermore, the court held that an email sent by the appellant acknowledging the debt and containing his name constituted a signed acknowledgement in writing under section 13 of the Limitations Act, 2002, which also extended the limitation period.

The appellant auto body repair business appealed a Small Claims Court decision regarding storage fees for a damaged vehicle.

The appellant claimed the vehicle owner agreed to a storage rate of $100 per day for 64 days, while the respondent insurer argued the rate was excessive and paid funds into court under the Repair and Storage Liens Act to release the vehicle.

The Divisional Court upheld the trial judge's finding that there was no binding agreement for the total storage amount and that $60 per day for 40 days was a reasonable rate.

The court also confirmed the insurer had standing to bring the application despite ultimately denying coverage.

The appellants, shareholders in two deadlocked corporations, sought a stay of a winding-up order pending appeal and leave to introduce fresh evidence.

The court dismissed the motion for fresh evidence, finding it irrelevant because the appellants had not requested an adjournment or objected to proceeding without cross-examinations before the application judge.

The court also denied the stay, applying the RJR-MacDonald test, concluding there was no serious issue to be tried, no irreparable harm as funds would be held in trust, and the balance of convenience favoured the respondent who sought to end the corporate deadlock.

The appellant airline appealed a Small Claims Court decision dismissing its claim for defence costs against the respondent ground services provider.

The claim arose after a passenger sued both parties for injuries sustained in a wheelchair accident at the airport.

The trial judge found that the airline's employee was pushing the wheelchair at the time of the accident and that the commercial contract's indemnity provision did not cover the airline's own negligence.

The Divisional Court upheld the trial judge's interpretation of the commercial contract, finding no palpable and overriding error in the factual conclusions.

The defendants appealed a Small Claims Court decision finding them jointly and severally liable for a $25,000 deposit paid by the plaintiff for equipment that was never delivered.

The defendants argued they were denied procedural fairness when the trial judge excluded documents due to non-compliance with a production order, and that they were acting as agents for a corporation.

The Divisional Court dismissed the appeal, finding no procedural unfairness and upholding the trial judge's conclusion that the defendants were personally liable as parties to the contract, given the deliberate obfuscation of corporate identities and the non-existence of the purported corporate entity.

The appellants appealed an order appointing a supervisor/receiver for their restaurant business and adding them as respondents in the proceeding.

The Divisional Court dismissed the appeal, finding the motion judge had a reasonable basis to appoint a supervisor to preserve and value the business, given unanswered allegations of fraud and apparent contravention of an earlier order in oppression proceedings.

The court noted the motion judge remained seized of the matter for further directions.

The moving party, a commercial tenant, sought leave to appeal a decision dismissing its summary judgment motion.

The underlying motion sought an order requiring the respondent landlord to indemnify the tenant for a personal injury claim arising from a slip and fall on ice in a common area, pursuant to a commercial lease.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no reason to doubt the correctness of the motions judge's interpretation of the lease's indemnity and insurance provisions.

The appellant, a utility bill auditing company, appealed a Small Claims Court decision dismissing its claim for unpaid fees and granting the respondent's counterclaim for overpayment.

The parties had a contract where the appellant would receive 50% of savings from implemented recommendations.

The trial judge found the appellant breached implied terms to suggest multiple suppliers and provide ongoing market disclosure.

On appeal, the Divisional Court held the trial judge erred in law by implying terms that were not obvious or necessary for business efficacy, especially given an entire agreement clause.

The court also found the trial judge erred in interpreting the contract's definition of savings by deducting regulated transportation charges.

The appeal was allowed, and the respondent was ordered to pay the outstanding fees.

The defendants appealed a Master's decision that permitted the plaintiffs to amend their statement of claim to include extra-contractual misrepresentation claims despite an entire agreement clause, and refused the defendants' amendments pleading similar fact evidence of the plaintiffs' aggressive litigation history.

The Divisional Court dismissed the appeal, finding the Master correctly struck the similar fact pleadings as they did not constitute an affirmative defence of abuse of process.

The court also upheld the Master's decision to allow the plaintiffs' extra-contractual claims to proceed through the pleadings stage, noting that under the Tercon principle, such claims are not necessarily doomed to failure.

The Master's deferral of discovery planning was upheld as a reasonable exercise of discretion.

The appellant appealed a Small Claims Court judgment finding her personally liable for unpaid paralegal invoices.

The Divisional Court upheld the finding of personal liability because the appellant failed to disclose she was contracting on behalf of a corporation.

However, the court allowed the appeal on the basis that the two-year limitation period had expired before the appellant was added as a defendant.

The court held that the limitation period began to run 30 days after the invoice date, not after subsequent demands for payment.

The action against the appellant was dismissed.

The defendant appealed a Small Claims Court judgment awarding the plaintiff $4,132.00 in unpaid commissions for recruiting international students.

The Divisional Court allowed the appeal, finding the Deputy Judge made palpable and overriding factual errors by ignoring clear evidence that the defendant required a formal, signed agency agreement before paying any commissions.

As the plaintiff placed students without such an agreement in place, there was no legal or equitable basis for the claim.

The judgment was set aside and the plaintiff's claim was dismissed.