Corporate/Commercial Law - ODC

The appellant appealed a trial judgment that ordered it to return all tenant deposits for garage door fobs to the respondent landlord based on unjust enrichment, and set off that amount against unpaid monthly fees owed to the appellant.

The Divisional Court allowed the appeal in part, finding the trial judge erred in applying unjust enrichment because the tripartite agreement provided a juristic reason for the appellant to retain the deposits.

The court also corrected an error in the calculation of pre-judgment interest on the unpaid monthly fees, resulting in a net judgment in favour of the appellant.

The appellants appealed a Master's decision granting partial summary judgment against them based on a 2010 personal guarantee.

The Master had found the guarantee to be a continuing guarantee covering all present and future indebtedness of the corporate borrower.

On appeal, the Divisional Court found the Master erred in law by failing to consider the surrounding circumstances, including a contemporaneous contract and promissory note, and by failing to apply the contra proferentem rule.

The Court interpreted the guarantee as limited to the initial $50,000 loan, which had already been repaid according to the rule in Clayton's case.

The appeal was allowed and the claim based on the 2010 guarantee was dismissed.

The appellants appealed a Small Claims Court decision granting judgment to the respondent for unpaid meat deliveries.

The trial judge preferred the respondent's evidence, finding that the individual appellant caused her corporations to issue cheques without adequate funds and personally guaranteed payment.

On appeal, the Divisional Court found no palpable and overriding error in the trial judge's credibility assessments or factual findings.

The court also upheld the finding of personal liability against the corporate director.

The appeal was dismissed with costs awarded on a substantial indemnity basis.

The appellant appealed a Small Claims Court decision finding it did not have a valid non-possessory lien under the Repair and Storage Liens Act.

The Deputy Judge found that the invoice signed by the car owner was an acknowledgment of work done, not an acknowledgment of indebtedness as required by s. 7(5) of the Act.

The Divisional Court found no palpable and overriding error in this factual finding and dismissed the appeal.

The appellant appealed a Small Claims Court decision awarding the respondent $23,251.25 for unpaid doors.

The appellant argued the respondent fraudulently misrepresented that it would be in Ontario 'for the long run', inducing the contract.

The trial judge found no misrepresentation, preferring the respondent's evidence.

The Divisional Court dismissed the appeal, holding that the trial judge made no palpable and overriding error in his factual findings.

The court also declined to hear new issues raised by the appellant on appeal, as leave was not sought under Rule 61.08(2).

The appellant, a 50% shareholder in a corporation, brought an oppression application against his brother, the other 50% shareholder, regarding the sale and lease-back of the corporation's real estate.

The appellant appealed two motion decisions: one dismissing his claim for a certificate of pending litigation (CPL) and another denying an injunction to halt the sale.

The Divisional Court dismissed both appeals, finding that the shareholder dispute did not give rise to an interest in land to support a CPL, and that the motions judge made no palpable and overriding error in applying the RJR-MacDonald test to deny the injunction.

The court noted the purchaser could rely on the indoor management rule and the appellant's claim was readily quantifiable in damages.

The appellant appealed a Small Claims Court decision, arguing the judge erred in finding its liquidated damages clause was a penalty.

The Divisional Court dismissed the appeal, noting the key holding below was a factual finding based on credibility that the contract never came into force.

As the contract never commenced, the liquidated damages clause did not apply, rendering the penalty finding obiter.

The court declined to provide guidance on the law of penalties, noting the uncertainty arose from Small Claims Court judges finding the clause produced inequitable results on specific facts.

The appellant appealed a Small Claims Court decision dismissing his claim for breach of contract and granting the respondent banquet hall's counterclaim for unpaid cancellation fees.

The appellant argued the trial judge made factual errors and misapplied the law of mitigation by not requiring the respondent to prove it took active steps to re-book the hall.

The Divisional Court dismissed the appeal, finding any factual errors were inconsequential.

Applying the Supreme Court's decision in Southcott Estates, the court held that the onus of proving a failure to mitigate, including that a profitable substitute could have been found, rests entirely on the party alleging the failure.

The appellant appealed a Small Claims Court judgment ordering him to pay $16,215.95 for the early termination of a vehicle lease agreement.

At trial, the appellant claimed he did not sign the lease agreement and had an oral agreement that no penalty would apply for early return.

The Deputy Judge found as a fact that the appellant had signed the agreement.

The Divisional Court dismissed the appeal, holding that the Deputy Judge's factual findings and credibility determinations were entitled to deference and revealed no palpable and overriding error.

The appellant HVAC rental company appealed a Small Claims Court decision ordering it to return $17,334.09 to the respondent consumer.

The consumer had been forced to pay the amount to discharge liens registered against his home when he sold it, pursuant to a 10-year rental contract.

The trial judge found the buyout and lien provisions were onerous terms in a contract of adhesion that had not been brought to the consumer's attention, applying the Tilden principle.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings.

The landlord appealed a trial decision finding that the tenant properly terminated a residential lease and that the landlord was not entitled to charge administrative fees as part of common area and maintenance (CAM) expenses under a commercial lease.

The Divisional Court dismissed the appeal, holding that the tenant provided notice in the manner required by the written terms of the lease, and that there was no express or implied term authorizing the landlord to unilaterally charge administrative fees.

The trial judge's interpretation of the lease was subject to deference and revealed no palpable and overriding error.

The appellant appealed a Small Claims Court judgment finding it liable for breach of contract.

The appellant had ordered shrimp from Panama through the respondent, but the Canadian Food Inspection Agency denied the import permit.

The appellant refused to pay for the shipment, arguing frustration of contract.

The Divisional Court dismissed the appeal, upholding the trial judge's finding that the permit denial was foreseeable and that the appellant, as the importer, bore the responsibility and risk of obtaining approval before placing the order.

The moving party, Novus, sought an urgent stay pending an application for leave to appeal an interim injunction order that required it to shut down its call-centre business and transfer it to the respondent, WorldCare.

The underlying dispute involved a contract for call-centre services where WorldCare attempted to drastically reduce the price paid to Novus, leading to alleged termination and disputes over the handling of confidential health information.

The court found there were serious issues for leave to appeal, including conflicting decisions on arbitration statutes and the standard for irreparable harm.

Concluding that the balance of convenience favored maintaining the status quo to prevent the destruction of Novus's business line, the court granted a brief stay until the Divisional Court could determine the leave to appeal application.

The appellants appealed a decision dismissing their motion to stay the action pending the disposition of a separate oppression application involving the respondent's shareholders.

The oppression application included orders prohibiting the respondent from settling the current action.

The Divisional Court granted the appeal and stayed the action, finding that the inability to settle the action severely undermined the respondent's authority to pursue it and prejudiced the appellants.

The court also found palpable and overriding errors in the motion judge's assessment of conflicting evidence regarding the respondent's corporate control.

The appellant appealed a Small Claims Court decision awarding the respondent damages for the wrongful termination of a six-month fixed-term consulting contract.

The appellant argued that damages should be limited to the two-week early termination notice period provided in the contract, and that the respondent had a duty to mitigate.

The Divisional Court dismissed the appeal, finding that the appellant never actually invoked the early termination clause until two days before the contract expired, effectively keeping the respondent on call.

The court upheld the trial judge's finding that the respondent was entitled to the balance of the fixed-term contract price without a duty to mitigate.

The appellants, minority shareholders in a family lumber business, appealed the dismissal of their application for an oppression remedy and winding-up order under the Business Corporations Act.

They argued the motion judge erred by failing to address the winding-up provisions, taking judicial notice of political news, and finding parts of their claim statute-barred.

The Divisional Court dismissed the appeal, finding that the criteria for winding-up were the same as for oppression, which the judge correctly found was not established.

The court also upheld the judge's findings that the appellant had no reasonable expectation of becoming an officer or receiving dividends given the company's conservative management and industry challenges.

The appellant landlord appealed a summary judgment order requiring it to return the balance of the respondent tenant's security deposit.

The motions judge had found that the landlord was barred from claiming Additional Rent adjustments for the 2012, 2013, and 2014 lease years because it failed to provide notice within 180 days of its financial year end, as required by the lease.

The Divisional Court upheld the motions judge's interpretation of the lease, finding it consistent with the language and the six-month limitation on tenants seeking readjustment.

The appeal was dismissed.

The appellants appealed a Small Claims Court decision finding the individual appellant personally liable for a breach of contract regarding kitchen cabinetry work.

The trial judge had found that the contract was with the corporate appellant, but held the individual appellant personally liable because the corporate name was misspelled on the contract and the individual had claimed for the balance of the contract in his own name in a cross-claim.

The Divisional Court granted the appeal, holding that the trial judge erred in law by piercing the corporate veil without evidence of fraudulent or improper conduct, and by drawing an improper inference from the pleadings that contradicted his own factual findings.

The applicants sought judicial review of a decision by Metrolinx and Infrastructure Ontario to disqualify them from a Request for Qualifications (RFQ) process for a major infrastructure project.

The applicants were disqualified because they failed to include a required Accounting Firm Letter (AFL) in their submission.

The court held that the disqualification decision was not subject to judicial review as it was not an exercise of a statutory power of decision.

Even if it were reviewable, the court found that the respondents did not breach any duty of fairness and their decision to strictly enforce the RFQ requirements was reasonable.