Corporate/Commercial Law - ONCA

The appellant corporation appealed a partial summary judgment enforcing a mortgage against its property.

The appellant argued the mortgage was a 'fraudulent instrument' under the Land Titles Act because the individual who executed it had fraudulently assumed control of the corporation.

The Court of Appeal dismissed the appeal, holding that the mortgage was not a forgery, the corporation was not a 'fictitious person', and the individual did not falsely hold herself out as the registered owner.

The doctrine of deferred indefeasibility did not invalidate the mortgage, and partial summary judgment was appropriate.

The appellants, suspected of defrauding the respondents of over US $71 million, entered into a settlement agreement requiring them to return assets in exchange for the respondents discontinuing various global civil proceedings.

The appellants brought a motion to compel the respondents to also withdraw Interpol Red Notices and discontinue criminal proceedings in Iran, or alternatively to set aside the settlement.

The motion judge dismissed the motion, finding the respondents only agreed to request the withdrawal of criminal proceedings, as they had no authority to unilaterally dismiss them.

The Court of Appeal upheld the motion judge's interpretation of the settlement agreement and dismissed the appeal.

The appellant tenant appealed an application judge's declaration that the respondent landlord reasonably exercised its discretion under a commercial lease to allocate realty taxes using a 'Proportionate Share' calculation.

The tenant argued the application judge committed an extricable error of law under the Wastech framework by misidentifying the purpose of the discretionary clause.

The Court of Appeal dismissed the appeal, finding no extricable error of law or palpable and overriding error in the application judge's interpretation of the negotiated lease, and held that the landlord's use of the proportionate share method was reasonable.

The tenant appealed a summary judgment that required it to pay rent during government-mandated COVID-19 closures and denied an extension of the lease term.

The Court of Appeal held that the force majeure clause did not excuse the tenant from paying rent during the closures because the clause expressly excluded financial inability.

However, the Court found the motion judge erred in interpreting the excusing provision of the force majeure clause.

The Court held that the landlord's obligation to provide the premises was excused during the closures, but the lease term must be extended for an equivalent period, during which the tenant is not required to pay rent.

The appellant, Venmar Ventilation Inc., appealed a trial judgment finding it liable for negligent design after a ventilator motor caught fire and destroyed the respondents' home.

The trial judge found Venmar liable for failing to incorporate adequate thermal protection in its ventilator design, but dismissed claims against the motor manufacturer, Fasco, finding it owed no duty of care and was contractually indemnified by Venmar.

The Court of Appeal upheld the trial judge's findings on liability, negligent design, and contractual indemnity.

However, the Court allowed Fasco's cross-appeal on costs, finding the trial judge erred by failing to consider the contractual indemnity provision when assessing the scale and quantum of costs, and remitted the costs issue back to the trial judge.

Four brothers who equally owned a complex real estate development partnership experienced a complete breakdown in their business relationship, leading to a court-ordered wind-up and sale of the business.

Two brothers appealed the trial judge's decision to exclude a specific real estate transaction from the wind-up order, arguing breach of fiduciary duty.

The other two brothers appealed a provision in the judgment requiring them to certify compliance with the wind-up and disclosure orders.

The Court of Appeal dismissed the appeals regarding the excluded transaction, deferring to the trial judge's factual findings that it was conducted outside the partnership.

However, the Court allowed the appeal regarding the certification provision, striking it on the basis that requiring certification of vague obligations in a highly hostile environment would unfairly expose the parties to unwarranted contempt proceedings.

The respondent purchased a commercial condominium unit with an exclusive use designation for a dental clinic and leased it to the appellant dentist.

Near the end of the lease, the appellant secretly purchased an adjacent unit, moved his practice there, and purported to assign the exclusive use designation to his new unit in perpetuity.

The application judge held that the appellant could only assign the exclusive use right for the duration of his lease term.

The Court of Appeal dismissed the appeal, finding that the application judge correctly applied contractual interpretation principles and the nemo dat principle to conclude that the tenant could not permanently divest the owner of its exclusive use right.

The appellant meat processing company sued the respondent energy retailer for rescission of a fixed price electrical contract and damages for negligent misrepresentation.

The trial judge dismissed the action, finding that the respondent had fully explained the contract terms, including the risk that the appellant would pay more if electricity prices dropped, and that the respondent had not misled the appellant.

On appeal, the Court of Appeal found no palpable and overriding error in the trial judge's factual findings and dismissed the appeal.

The appellant tenant breached a commercial lease covenant to continuously operate its business and to restore the premises upon expiry.

The landlord affirmed the lease and later sued for damages.

The tenant argued the claim was statute-barred under the Limitations Act, 2002.

The Court of Appeal upheld the motion judge's finding that the failure to operate the business was a continuing breach, giving rise to a fresh cause of action and a rolling two-year limitation period for each day of non-compliance.

The claim for failure to restore the premises was also brought within the limitation period, as it accrued upon the expiry of the lease.

The appellants appealed a trial judgment awarding the respondent $200,000 for breach of a factoring agreement that was not pleaded.

The respondent cross-appealed the trial judge's finding that it was liable for intentional interference with economic relations and the award of $175,000 in damages at large to the appellants.

The Court of Appeal allowed the appeal, setting aside the $200,000 judgment because the claim was not pleaded and would have been statute-barred.

The Court dismissed the cross-appeal, upholding the finding of intentional interference with economic relations and the damages at large award, and refused to allow the respondent to raise equitable set-off for the first time on appeal.

The appellants commenced an action in Ontario alleging mismanagement of their investment accounts by their advisor and vicarious liability of the brokerage firm.

The brokerage firm successfully moved to stay the action based on a forum selection clause in the client account agreements requiring disputes to be litigated in British Columbia.

The Court of Appeal dismissed the appeal, finding the appellants failed to show strong cause to depart from the forum selection clause, as they were sophisticated investors who had the opportunity to read the agreements, and Ontario law could be proven in British Columbia courts.

The appellants, former franchisees of a home medical equipment business, appealed a decision enforcing a restrictive covenant that prevented them from operating a similar business within a 30-mile radius for 18 months after the franchise agreement expired.

The franchisor's corporate parent operated a competing store in the same territory, and the franchisor admitted it had no intention of opening another franchise in that area.

The Court of Appeal allowed the appeal, holding that because the franchisor had no intention of operating in the protected territory, it had no legitimate or proprietary interest to protect there.

Consequently, the restrictive covenant was unreasonable and unenforceable.

The appellant commercial tenant suffered property damage from a flood and sued the respondent landlord for the uninsured balance of its loss.

The motion judge granted summary judgment dismissing the action, finding that the lease required the tenant to maintain all-risks insurance and barred claims against the landlord for property damage.

On appeal, the tenant argued summary judgment was inappropriate, the expired lease terms did not apply, and the landlord retained liability for failing to repair the premises.

The Court of Appeal dismissed the appeal, holding that summary judgment is appropriate for waiver of subrogation cases, the overholding tenant remained bound by the lease terms, and the lease shifted the risk of damage from an insured peril to the tenant regardless of the landlord's conduct.

The appellants appealed a summary judgment finding them jointly and severally liable for commissions owing to the respondent under two financing engagement agreements.

The Court of Appeal upheld the motion judge's interpretation that the appellants' longtime lender, RBC, was a 'lender disclosed' by the respondent, entitling the respondent to commissions.

However, the Court allowed the appeal in part, finding the motion judge erred by double-counting $20,000 in commissions, improperly imposing joint and several liability across separate agreements, and awarding costs higher than claimed.

The respondent's cross-appeal was also allowed in part to set aside the dismissal of the action against the personal defendants, as they were not part of the summary judgment motion.

The franchisor appealed a motion judge's decision finding it breached the duty of fair dealing under s. 3 of the Arthur Wishart Act by failing to disclose that it did not receive significant volume rebates.

The motion judge had read language into a certified common issue without notice to the parties.

The Court of Appeal allowed the appeal, finding the motion judge erred by effectively amending the common issue and by concluding that the alleged non-disclosure constituted a breach of the duty of fair dealing in the performance of the franchise agreement.

The plaintiff's cross-appeal regarding the dismissal of its motion to add a new common issue was dismissed.

The appellant, an auto glass repair company, appealed a summary judgment dismissing its action against the respondent insurer for breach of contract and intentional interference with economic interests.

The appellant claimed it had obtained assignments from insureds to receive direct payments for windshield repairs at a market rate of $100, but the insurer only paid $50 per repair.

The Court of Appeal upheld the motion judge's finding that individual contracts were formed between the repair company and the insurer for each repair at the specified $50 rate, and that the purported assignments were ineffective because the insureds had paid nothing and had no claim against the insurer to assign.

The appeal was dismissed.

The appellant appealed a summary judgment dismissing its action for damages arising from a jewelry theft after its alarm system allegedly failed.

The motion judge granted summary judgment based on an exculpatory clause in the commercial contract between the parties.

The Court of Appeal dismissed the appeal, finding no genuine issue requiring a trial, as there was no misrepresentation inducing the contract and the parties were bound by the ordinary commercial contract.

The appellant sought leave under s. 138.8 of the Securities Act to commence an action against the respondent bank for misrepresentations in a corporate circular and prospectus.

The appellant alleged the bank was a 'promoter' and an 'influential person' who knowingly influenced the release of the documents.

The motion judge dismissed the application, finding the appellant failed to offer a plausible interpretation of 'promoter' and lacked sufficient evidence.

The Court of Appeal upheld the decision, confirming that a promoter must play a vital or leading role in the organization or reorganization of an issuer, and that providing conventional banking or advisory services is insufficient.

The appellant appealed a summary judgment dismissing its debt claim as statute-barred.

The appellant argued the limitation period should run from the date it received notice that the respondent's cheque was dishonoured, rather than the date the cheque was presented.

The Court of Appeal held that the limitation period began to run on the date the cheque was presented, as the appellant was suing on the loan agreement, not the cheque.

The court also rejected the argument that an admission during cross-examination reset the limitation clock, as it occurred after the limitation period expired.

The appeal was dismissed.

The appellant, a Québec corporation, appealed the dismissal of its motion to stay proceedings brought by the respondent, an Ontario corporation, on the basis of jurisdiction and forum non conveniens.

The dispute involved a contract for the importation and sale of chicken.

The Court of Appeal found no palpable and overriding errors in the motion judge's findings that the contract was made in Ontario, the appellant carried on business in Ontario, and there was a real and substantial connection to Ontario.

The appeal was dismissed.