Corporate/Commercial Law - ODC

The appellants appealed an order requiring them to purchase the respondent's minority shares in a corporation.

The motion judge made the order to advance the litigation, finding that both parties ultimately wanted a share buyout.

The appellants argued they were denied procedural fairness because the issue of a compelled share purchase was not formally before the motion judge, and that a finding of oppression was required first.

The Divisional Court dismissed the appeal, holding that the appellants had notice of the argument, suffered no prejudice, and that the court had broad discretion under the Business Corporations Act to order a share purchase without a finding of oppression.

The moving parties sought security for costs of an appeal brought by the responding party, who had been removed as a director and CEO of a closely-held technology company following a finding of oppressive conduct.

The moving parties argued the appeal was frivolous and vexatious, and that the responding party had insufficient assets in Ontario.

The court dismissed the motion, finding that while the appeal had a low prospect of success, it was not vexatious, and the moving parties failed to meet their evidentiary burden to show the responding party had insufficient assets in Ontario.

The appellants appealed a decision granting the respondent leave to bring a derivative action.

The appellants argued the motions judge applied the wrong burden of proof regarding good faith, erred in finding the action was in the corporation's best interest, and failed to consider whether an oppression remedy was more appropriate.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the motions judge's factual findings on good faith and the corporation's best interests.

The court also declined to consider the oppression remedy argument as it was not raised before the motions judge.

The appellant appealed a trial decision regarding the interpretation of a Share Purchase Agreement and the calculation of an earn-out provision (Target EBITDA).

The trial judge had found that the respondents constructively dismissed two key salespeople and engaged in oppressive conduct, reducing the Target EBITDA accordingly, but refused to further reduce it by a settlement amount the respondents received for a stolen book of business.

The trial judge also refused to adjust the Lower Threshold in the earn-out formula.

The Divisional Court dismissed the appeal, finding no error in the trial judge's contractual interpretation or his crafting of the oppression remedy, which properly validated the reasonable expectations of the parties as set out in the agreement.

A cross-appeal on costs was also dismissed.

The appellant franchisee appealed a motion judge's decision denying an interlocutory injunction to prevent the termination of its franchise agreement.

The Divisional Court allowed the appeal, finding the motion judge's two-paragraph reasons were insufficient to permit meaningful appellate review as they failed to address the renewal clause, the factual disputes, or the RJR-MacDonald test.

The Court declined to decide the injunction on the merits, remitting it to a different judge.

The Court also held that the franchisor's undertaking not to terminate the agreement pending the determination of the injunction motion remained binding through the appeal process.

The appellants, a motor vehicle dealer and its sole director, moved for a stay of a Licence Appeal Tribunal order revoking their registrations pending appeal.

The Tribunal had found the appellants breached multiple conditions of a prior consent order, including failing to disclose material facts to consumers and trading without required education.

The Divisional Court dismissed the motion for a stay, finding the appellants failed to establish a serious issue to be tried, irreparable harm, or that the balance of convenience favoured a stay given the public interest in consumer protection.

The moving parties sought an order determining whether leave was required to appeal a motion judge's order directing the purchase and sale of shares in an oppression application.

The Court of Appeal had previously transferred the appeal to the Divisional Court, finding the order was made under the Business Corporations Act.

The Divisional Court held that pursuant to the plain wording of s. 255 of the Business Corporations Act, an appeal lies directly to the Divisional Court from any order made under the Act, and therefore leave to appeal is not required.

The appellant condominium corporation appealed a Small Claims Court decision awarding damages to its former property management company for breach of a restrictive covenant.

The trial judge had awarded damages that included lost profits from both the appellant and a neighbouring condominium corporation that had also terminated its contract.

The Divisional Court allowed the appeal, finding that the trial judge erred in holding the appellant liable for losses attributable to the neighbouring corporation, which was not bound by the restrictive covenant.

The damages award was reduced accordingly.

The appellant appealed the dismissal of an oppression application involving two closely held companies, one incorporated under the OBCA and the other under the CBCA.

The Divisional Court noted a jurisdictional issue, as appeals under the CBCA lie to the Court of Appeal, while OBCA appeals lie to the Divisional Court.

To avoid divided jurisdiction, the Divisional Court transferred the CBCA appeal to the Court of Appeal pursuant to s. 110 of the Courts of Justice Act and adjourned the OBCA appeal to allow the appellant to seek a transfer of that matter to the Court of Appeal under s. 6 of the Courts of Justice Act.

The appellant municipality appealed a decision of the Ontario Land Tribunal asserting jurisdiction over a dispute regarding a water and sewage servicing agreement with the respondent municipality.

The Divisional Court found that the Tribunal erred in its interpretation of the agreement's termination clause by failing to apply a pragmatic and common-sense approach and by considering subsequent conduct without finding ambiguity.

Because the agreement had validly terminated, the statutory basis for the Tribunal's jurisdiction under the Municipal Act was removed.

The appeal was granted and the Tribunal's order was quashed.

The Ontario Football Conference (OFC) sued the Brampton Minor Football Association (BMFA) for unpaid fees incurred by a football club called the Bears.

The BMFA denied liability, arguing the Bears was a separate entity, and brought a third-party claim against its former president, Ian Smith, alleging he exceeded his authority in guaranteeing the debt.

The court held that the BMFA was liable for the debt based on the indoor management rule, as the OFC dealt in good faith with Smith and was entitled to assume he had authority.

The court dismissed the third-party claim against Smith, finding no evidence he agreed to be personally liable or breached his fiduciary duties, despite a perceived conflict of interest.

The Regional Municipality of York brought a motion for a limited permanent sealing order on consent over proprietary information submitted by two bidders during a competitive procurement process for public transportation services.

The court applied the three-part test from Sherman Estate and found that court openness posed a serious risk to the important public interest of maintaining the integrity of future procurement processes.

The court granted the sealing order, concluding that the benefits of protecting the commercially sensitive information outweighed the negative effects on court openness.

The plaintiffs brought a motion for leave to appeal an order excluding from the class for certification persons who claim damages for purchases of packaged bread directly or indirectly sold by a defendant producer without being resold by a defendant retailer.

The Divisional Court granted the motion for leave to appeal on this issue and reserved costs to the panel hearing the appeal.

The appellants appealed a trial judgment awarding the respondents damages for oppression.

The trial judge found that the parties had entered into an oral agreement and a shareholders' agreement for the respondents to receive a 20 percent equity share in a new car dealership, which the appellants breached by excluding the respondents and obtaining the dealership through a different corporate entity.

The Divisional Court dismissed the appeal, finding no palpable and overriding error or extricable error of law in the trial judge's conclusions regarding the existence of the agreements, the breach, the respondents' standing as complainants under the Business Corporations Act, and the finding of oppression.

The defendants brought a motion for leave to appeal an order of Steele J. The Divisional Court granted leave to appeal to determine whether it is legally possible for some limited partners to bring a common law derivative action on behalf of a limited partnership against a general partner.

Costs of the motion were fixed at $5,000, payable in the discretion of the panel hearing the appeal.

The appellant appealed a decision recognizing and enforcing an arbitral award made by the China International Economic and Trade Arbitration Commission (CIETAC).

The appellant argued that the respondent had attorned to the jurisdiction of the Small Claims Court by commencing an action there before pursuing arbitration, and that he had not received proper notice of the arbitration proceedings.

The Divisional Court dismissed the appeal, finding no evidence that the respondent unequivocally abandoned the right to arbitrate, and confirming that the record supported the application judge's finding that proper notice was given.

The moving party sought an interim stay of a decision that ended an ex parte interlocutory injunction restraining the respondents from dealing with a mortgage, pending a motion for leave to appeal.

The underlying dispute involved a property development and a contest over the ownership of the moving party corporation.

The court dismissed the motion for a stay, finding that the motion for leave to appeal was weak, there was no irreparable harm, and the balance of convenience did not favor extending the injunction.

The appellant appealed a Small Claims Court judgment that dismissed its action for the return of a deposit and granted the respondent's defendant's claim for $25,000 in lost profits.

The dispute arose from a contract for the design and construction of a steel building.

The appellant argued that no contract was formed, that it did not breach the contract, and that the trial judge erred in awarding damages and failing to consider evidence.

The Divisional Court applied the palpable and overriding error standard of review and found that the trial judge's conclusions were reasonably supported by the evidence.

The appeal was dismissed with costs fixed at $6,000.

The moving parties brought a motion for leave to appeal the orders of the motion judge dated April 24, 2022.

The Divisional Court dismissed the motion for leave to appeal and awarded costs to the responding parties fixed at $5,000.

The applicant sought judicial review of a government procurement Request for Bids (RFB) for identity card production and the subsequent dismissal of its bid dispute complaint.

The applicant argued that the RFB's domestic production requirement violated the non-discrimination provisions of the Canada-European Union Comprehensive Economic Trade Agreement (CETA).

The Divisional Court found that the administrative decision dismissing the complaint was unreasonable, as it failed to properly apply the test for necessity under the public safety exception of CETA.

The Court quashed both the decision and the RFB, finding that the domestic production requirement was not justified on the record.