Corporate/Commercial Law - ODC

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 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 appellant appealed a summary judgment order requiring it to pay unpaid legal fees to the respondent bank.

The bank had made an arithmetic error in a mortgage discharge statement, omitting the legal fees from the final total, though they were listed in the body of the statement.

The Divisional Court dismissed the appeal, finding that the discharge of the mortgage did not extinguish the underlying contractual debt and that the appellant had not detrimentally relied on the error.

The appellants, minority shareholders of an insolvent corporation, appealed a motion judge's order granting partial summary judgment dismissing their claims for damages for oppression, breach of contract, and tort.

The motion judge found no evidence that the respondents' alleged wrongful conduct caused the appellants' damages.

The Divisional Court upheld the dismissal of the damages claims, confirming that causation and compensable injury are required for an oppression claim under the Business Corporations Act.

The court made a minor amendment to the order to correct an accidental error regarding declaratory relief, but otherwise dismissed the appeal.

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 moving parties sought to set aside an order of a single judge of the Divisional Court, which had quashed their appeal of an interim order for payment out of court.

The single judge had quashed the appeal on the basis that the underlying order was interlocutory, requiring leave to appeal.

The Divisional Court panel dismissed the motion, finding no error of law or palpable and overriding error of fact.

The panel agreed that the underlying order, which directed an interim payment out of funds held in court pending the final determination of a shareholder dispute, did not finally dispose of the moving parties' rights and was therefore interlocutory.

The appellant appealed a decision finding his conduct in connection with a family business was oppressive and removing him as a director, officer, and trustee.

The appellant had emptied the company's bank account, attempted to exclude his daughters from the account, and used corporate funds for personal purposes.

The Divisional Court dismissed the appeal, finding no error in the application judge's conclusion that the appellant breached his fiduciary duties.

The court held that the remedy of removing him from his roles was appropriate and consistent with the parties' reasonable expectations, given his conduct and the divisive family relationship.

The appellant appealed the dismissal of his application for the production of corporate documents, including financial statements, at the respondents' expense.

On appeal, the appellant narrowed his request to the financial statements of three corporations, claiming to be a 15% shareholder.

The Divisional Court upheld the application judge's finding that the relief sought was premature given a pending appeal of an earlier decision between the parties, and that there was no demonstrated prejudice to the appellant.

The appeal was dismissed.

The appellant developer appealed a Small Claims Court decision finding it breached its duty of fair dealing by refusing to reduce the final sale price for the respondent's commercial condominium units, despite doing so for other purchasers.

The appellant argued the trial judge introduced a novel theory of liability not expressly pleaded by the self-represented respondent.

The Divisional Court dismissed the appeal, holding that the appellant knew the substantive case it had to meet and that the trial judge correctly applied the Supreme Court of Canada's decision in Bhasin v. Hrynew regarding the duty of honest performance.

The appellant, a foreign corporation, appealed a Master's order dismissing its motion to strike service outside Ontario and stay the action.

The plaintiff alleged the appellant induced a former employee to breach her contract and engaged in conspiracy.

The Divisional Court upheld the Master's finding that the Ontario court had jurisdiction simpliciter, as the plaintiff established a good arguable case that the torts were committed in Ontario and a contract connected with the dispute was made in Ontario.

The appellant brought a motion to expedite his appeal of an order dismissing his application for the production of corporate records.

The respondents brought a cross-motion to stay the appeal pending the outcome of a related trial appeal.

The court found that the appellant's grounds for expediting the appeal, including seeking documents to potentially argue for a different valuation date, were unpersuasive and amounted to a fishing expedition.

The court also found the respondents' grounds for a stay insufficient.

Both the motion and cross-motion were dismissed.

The applicant sought judicial review of the LCBO's decision to award an agency store authorization to a competitor following a Request for Proposal process.

The Divisional Court dismissed the application, holding that the LCBO's decision was a commercial arrangement not subject to judicial review, as it did not involve the exercise of a statutory power of decision and lacked a sufficient public interest element.

In the alternative, the Court found that the procurement process was fair and the LCBO's decision was reasonable.

The applicants sought to appeal and judicially review an arbitrator's decision finding them personally liable for the tort of deceit in a real estate venture.

They argued the arbitrator lacked jurisdiction over them personally as they had not signed the arbitration agreement in their personal capacities.

The Divisional Court dismissed the applications, finding the applicants had agreed to arbitration by their conduct, including obtaining a prior court order referring the claims to arbitration, and had waived any jurisdictional objections by participating without complaint.

The court also held that judicial review is unavailable for private commercial arbitrations and that the arbitration agreement's 'final and binding' clause precluded any appeal.

The appellants appealed a trial decision dismissing their claim for personal liability against the individual respondent, Stewart.

The claim arose from home renovation contracts signed under the business name 'Renoclub', which failed to disclose the underlying numbered corporation in breach of the Business Corporations Act and Business Names Act.

The Divisional Court upheld the trial judge's finding that such breaches do not automatically result in personal liability, and that the evidence established the appellants knew they were dealing with a corporation rather than Stewart personally.

The appeal was dismissed.

The appellant payday lender appealed a Small Claims Court judgment assessing damages after the respondent defaulted on a $450 loan.

The trial judge found the annualized interest rate of 1,303% violated the Criminal Code, rejected a $500 claim for liquidated damages as a penalty, and reduced the 59% post-default interest rate to 18% under the Unconscionable Transactions Relief Act.

The Divisional Court dismissed the appeal, confirming the payday loan exemption to the Criminal Code was not yet in force at the time of the agreement, the lender failed to prove the $500 fee was a genuine pre-estimate of loss, and the transaction was harsh and unconscionable.

The appellant appealed a Small Claims Court judgment awarding it $536.55 plus costs in a dispute over returned fabric.

The appellant alleged the trial judge made seven errors, including failing to address fraudulent misrepresentation, miscalculating the amount of fabric returned, and denying interpreter fees.

The Divisional Court dismissed the appeal, finding no errors of law or palpable and overriding errors of fact, noting the trial judge was in the best position to assess credibility and the evidence.

The appellants appealed an order granting the respondent interim costs of $35,000 in an oppression remedy action under the Business Corporations Act.

The Divisional Court allowed the appeal, finding that s. 249(4) of the Act does not grant jurisdiction to order an individual to pay interim costs.

The court also found that the motion judge erred in concluding that the corporate appellants were affiliated with the target corporation, as the evidence did not support a finding of control other than by way of security.

The order for interim costs was set aside.