Corporate/Commercial Law - ONCA

The appellant brought a simplified procedure action against Kia Canada Inc. related to his purchase of a Kia Sorento in 2016.

The action was dismissed at trial, with the trial judge finding no breach of contract or the Sale of Goods Act, and that the appellant failed to prove compensable damages.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings or credibility assessments.

The court agreed that the appellant failed to prove compensable damages, noting his lost wages claim contradicted his declared income and he failed to lead evidence regarding any loss on the sale of the vehicle.

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 appellants appealed a decision refusing to set aside a default judgment against them for unpaid freight services and breach of statutory trust.

A five-judge panel of the Court of Appeal was convened to reconsider its prior decision in Umlauf v. Umlauf regarding deemed admissions on default.

The Court overruled Umlauf, holding that while facts pleaded in a statement of claim are deemed admitted when a defendant is noted in default, conclusions of law and mixed fact and law are not.

However, the Court dismissed the appeal, finding the motion judge made no error in refusing to set aside the default judgment because the appellants failed to file an adequate record and the evidence supported the findings of a 2% monthly interest agreement and the director's personal liability for knowing assistance in the corporation's breach of statutory trust.

The appellant invested $1,000,000 in a medical centre project, with a guarantee agreement promising repayment of $1,200,000.

When repayment was delayed, the appellant sued and brought a motion for summary judgment.

The motion judge dismissed the motion, finding the guarantee was unambiguously limited to the specific assets listed in an appendix, rather than being an unlimited personal guarantee.

The Court of Appeal upheld this interpretation, finding no palpable and overriding error.

The Court amended the formal order to explicitly state the dismissal of the motion but otherwise dismissed the appeal and refused leave to appeal costs.

The appellant landlord appealed a declaration that its termination of a commercial lease was unlawful.

The tenant had failed to pay the first instalment of a security deposit, prompting the landlord to demand the entire deposit and subsequently lock out the tenant before the five-day notice period required by the lease had expired.

The Court of Appeal dismissed the appeal, upholding the application judge's finding that the termination was premature and rejecting the landlord's argument that the missed instalment amounted to a repudiation of the agreement.

The appellants, franchisors of a vape store chain, appealed an application judge's decision ordering them to pay $100,000 to the respondents, former franchisees, pursuant to Minutes of Settlement.

The appellants argued the respondents breached the settlement by continuing to use proprietary store designs and branding.

The Court of Appeal dismissed the appeal, finding no error in the application judge's interpretation of the agreements or his factual finding that the respondents' store design was sufficiently distinct to avoid customer confusion.

The appellant franchisors appealed a decision allowing the respondent franchisees to rescind their franchise agreement due to a materially deficient franchise disclosure document (FDD).

The appellants argued the application judge erred by applying an objective test rather than requiring subjective evidence that the deficiencies impaired the franchisees' ability to make an informed decision.

The Court of Appeal dismissed the appeal, affirming that the test for rescission under s. 6(2) of the Arthur Wishart Act is objective.

The court upheld the findings that the failure to include financial statement notes, head lease details, and the fact that this was the first non-mall location constituted material non-disclosure.

The appellants appealed a summary judgment ordering them to pay unpaid royalties to the respondent franchisor.

The written franchise agreement expired in 2014, but the appellants continued to operate using the franchisor's branding, purchase from exclusive suppliers, and initially pay royalties.

The motion judge found the agreement was continued by conduct and granted summary judgment for royalties owed within the two-year limitation period.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's conclusion that the agreement continued by conduct and that the matter was appropriate for summary judgment.

The appellant appealed a summary judgment granted in favour of the respondent bank for approximately $172,000 in unsecured debt from a personal line of credit and two credit cards.

The appellant did not contest the existence of the debt or the calculation of the amount owing, but argued the respondent should have enforced its security interest in his cottage rather than assigning the mortgage to third-party mortgagees.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's conclusion that there was no genuine issue requiring a trial, as the appellant's pleadings regarding the cottage had been struck and the respondent had no legal obligation to proceed as the appellant advocated.

The appellants, directing minds and associates of two insolvent construction companies, orchestrated a false invoicing scheme to siphon tens of millions of dollars from the debtors.

The monitor and trustee sought to recover the funds as transfers at undervalue under s. 96 of the Bankruptcy and Insolvency Act.

The appellants argued that the companies were financially healthy at the time of the transfers, and that the directing mind's fraudulent intent could not be attributed to the companies under the common law corporate attribution doctrine.

The Court of Appeal dismissed the appeals, holding that the corporate attribution doctrine should be applied flexibly in the bankruptcy context to impute the directing mind's fraudulent intent to the debtor corporations.

This purposive approach prevents fraudsters from benefiting at the expense of legitimate creditors and fulfills the remedial objectives of the bankruptcy legislation.

The appellant appealed the dismissal of its claim for breach of restrictive covenants in its contracts with the respondent independent contractors.

The trial judge had found the covenants were not brought to the attention of the respondents, were unenforceable, and that damages were not proven.

Because the appellant did not appeal the finding concerning damages, the Court of Appeal found no basis to set aside the trial judge's order and dismissed the appeal.

The appellant appealed an application judge's decision that the respondent was free to sell a property to a third party despite the appellant's right of first refusal under a lease.

The appellant had exercised its right of first refusal by matching a third-party offer, which included a 30-day financing condition.

The appellant failed to obtain financing, requested an extension which was refused, and the agreement expired.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the application judge's commercially reasonable interpretation that the right of first refusal was exercisable only once and was spent after the appellant failed to waive the financing condition.

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 appellant appealed a summary judgment order enforcing an indemnity agreement for $1,170,312.47.

She argued her signature was forged and relied on the defence of non est factum, while also claiming the motion judge should have drawn an adverse inference from a witness's refusal to answer questions during cross-examination.

The Court of Appeal dismissed the appeal, finding no evidence of forgery or misrepresentation, and concluding the appellant was careless in signing documents without reading them.

The appellant landlords appealed a decision declaring that their consent was not required for the respondent tenants to assign and sublease commercial leases as part of a joint venture.

The tenants proposed assigning the leases to a limited partnership whose general partner was the existing tenant.

The Court of Appeal upheld the application judge's finding that a limited partnership can only hold property through its general partner.

Since the leases were being assigned to the general partner, which was the existing tenant, the assignment fell within the leases' affiliate exception and did not require the landlords' consent.

The landlord appealed a summary judgment decision regarding its termination of a commercial lease.

The parties had orally agreed to extend the commencement date of the lease for at least one year.

The landlord later attempted to terminate the lease under a clause allowing termination if it could not deliver possession within six months of the commencement date.

The Court of Appeal held that the termination notice provided in December 2011 was out of time, as the commencement date remained April 1, 2011, and the landlord failed to exercise its termination right within the six-month window.

Judgment was granted in favour of the tenant for breach of contract.

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.