Corporate/Commercial Law - ONCA

The appellants appealed a summary judgment decision, arguing that ambiguities in the written agreement required viva voce evidence and credibility findings at trial.

The Court of Appeal dismissed the appeal, upholding the motion judge's interpretation of the contract and security terms, which rejected the appellants' claim that they never intended to guarantee the principal amount.

The court found no genuine issue for trial requiring further evidence.

The appellant appealed a summary judgment order finding that its relationship with the respondent was that of franchisor and franchisee, entitling the respondent to rescind their agreements under the Arthur Wishart Act due to a lack of disclosure.

The Court of Appeal upheld the finding on liability but found the motion judge's reasons for quantifying damages insufficient.

The appeal was dismissed regarding liability, and the matter was remitted to the motion judge to determine the quantum of damages in excess of the conceded amount.

A commercial premises was largely destroyed by fire, causing the tenant to cease operations and stop paying rent.

The landlord sought coverage for lost rental income from its insurer, who denied the claim on the basis that the tenant remained legally obligated to pay rent.

The motion judge found the lease was frustrated and ordered the insurer to pay.

On appeal, the Court of Appeal upheld the result but for different reasons, finding that the loss of anticipated rental income triggered the business interruption coverage regardless of the tenant's continuing legal obligations.

The insurer was required to pay the claim and could subsequently pursue the tenant via subrogation.

The appellants appealed the dismissal of their action seeking to hold the respondent personally liable for half of their jointly owned corporation's debt.

The appellants argued that an agreement to share profits equally implied an agreement to share debts equally, and that the respondent had admitted personal liability.

The Court of Appeal dismissed the appeal, upholding the trial judge's finding that the parties understood they were limiting their personal liability by operating through a corporation and had not agreed to assume personal liability for corporate debts.

Sobeys appealed a decision finding it contractually obligated to directly fund a pension plan deficit following the termination of a warehousing and transportation agreement with Tibbett.

The Court of Appeal upheld the application judge's findings that the parties had entered into a new agreement for Sobeys to assume direct responsibility for the deficit, that Tibbett had acted with due diligence, and that the claim was not statute-barred because Tibbett was not notified of Sobeys' refusal to fund the deficit until 2013.

The appeal was dismissed.

The appellant tenant commenced an application for a declaration of a valid lease after the respondent landlord terminated the tenancy and took possession of the premises.

Three years later, the appellant moved to direct a trial of the issues and amend its pleadings to claim damages for wrongful termination and loss of inventory.

The motion judge dismissed the motion, finding the proposed amendments raised new causes of action that were statute-barred.

The Court of Appeal allowed the appeal, holding that the proposed damages claim was an alternative remedy arising from the same factual nexus originally pleaded in the application and supporting affidavit, and therefore did not constitute a new cause of action.

The appellants sought to re-open their appeal of a decision dismissing their action against the respondent for terminating a commercial contract.

The appellants sought to advance a new legal argument based on repudiation, which had not been raised at trial or on the initial appeal.

The Court of Appeal dismissed the motion, holding that it would be unfair to permit a new legal issue after more than 10 years of litigation and that re-opening the appeal was not in the interests of justice.

The appellant appealed a trial judgment finding it liable for breach of contract and awarding $11 million in damages to the respondent, who had purchased the action from a bankrupt IT company.

The Court of Appeal upheld the trial judge's finding that the appellant's representative had actual authority to bind the company to the contract.

However, the Court allowed the appeal regarding damages, finding the trial judge erred by assessing damages as of the end of a five-year business plan rather than the date of the breach.

Applying a discounted cash flow analysis as of the date of breach, the Court reduced the damages award to $1.3 million.

The appellants appealed a summary judgment granting the respondent over $2.2 million for unpaid commercial leases of forestry equipment.

The appellants argued the respondent was not the proper assignee, disputed the amount owing, and claimed equipment malfunctions excused payment.

The Court of Appeal dismissed the appeal, upholding the motion judge's findings that the respondent was the assignee, the debt calculation was correct, and broad exclusion clauses in the leases precluded the equipment malfunction defence.

The court also quashed the respondent's cross-appeal regarding a stay of execution for lack of jurisdiction.

The moving party sought to lift a stay of proceedings previously granted by the Court of Appeal on the basis of forum non conveniens.

Following the stay, the moving party's attempt to pursue a class action in the United States for pre-explosion misrepresentations was dismissed on procedural grounds, and the responding party conceded the claim was governed by Ontario law.

The Court of Appeal found these new developments constituted facts arising after the order that justified lifting the stay to avoid an injustice, allowing the moving party to proceed with the claim in Ontario.

The appellant tenant sued the respondent landlord for damages arising from two sewer backups, alleging breach of lease, negligence, and misrepresentation.

The motion judge struck most claims, finding they were barred by the lease's covenant to insure.

On appeal, the Court of Appeal held that while the covenant to insure barred the negligence and breach of contract claims, it was not plain and obvious that it or the 'entire agreement' clause barred the negligent misrepresentation claim.

The Court also allowed the tenant's claim that the landlord was estopped from relying on the covenant to insure for the second backup to proceed.

The appellant insurer appealed a declaration that it had a duty to defend the respondent OSPCA in three separate actions alleging malicious prosecution, false arrest, and defamation arising from animal cruelty investigations.

The insurer argued that coverage was excluded by policy clauses regarding willful violation of penal statutes and by the fortuity principle, which precludes coverage for intentional harm.

The Court of Appeal dismissed the appeal, finding that the OSPCA Act is not a penal statute, exceeding a search warrant is not a Criminal Code offence, and the fortuity principle did not apply because the policies expressly covered intentional torts like malicious prosecution and the plaintiffs did not plead that the OSPCA intended the specific harm suffered.

The appellants, holding unsecured crossover bonds, appealed a CCAA judge's decision that the common law 'interest stops' rule applies in CCAA proceedings, preventing them from claiming post-filing interest above their principal debt and pre-petition interest.

The Court of Appeal dismissed the appeal, confirming that the 'interest stops' rule is a fundamental tenet of insolvency law that applies to CCAA proceedings to ensure fair treatment of creditors and orderly administration.

The Court clarified that while creditors cannot legally claim post-filing interest, the rule does not preclude a negotiated CCAA plan from providing for such payments.

The appellant landlord appealed a motion judge's decision deducting an amount from its claimed relief for a defaulting tenant.

The Court of Appeal allowed the appeal, finding that the landlord provided unchallenged evidence of hiring a commercial real estate agent to re-let the premises, thereby taking reasonable steps to mitigate its loss.

The judgment was varied to award the full amount claimed.

The appellant appealed a trial judge's order regarding the distribution of funds following the breakdown of a business relationship involving a proposed land development.

The Court of Appeal found no basis to interfere with the trial judge's factual findings and distribution of funds.

The court also declined to admit fresh evidence regarding a water heater purchase, as it would not have changed the result.

The appeal was dismissed with costs awarded to the respondents.

The appellants appealed a judgment imposing constructive trusts over certain properties, arguing the matter was too complex for a motion and that the motion judge erred in accepting the Inspector's tracing methodology.

The Court of Appeal dismissed the appeal, finding the motion judge correctly applied the legal principles of constructive trust based on the appellants' fraud and misappropriation of funds, and properly appreciated the extensive evidentiary record.

The receiver of the appellant appealed a motion judge's interpretation of an accounts receivable insurance policy with the respondent insurer.

The motion judge found that buyers' claims for set-off against amounts owing to the appellant constituted a 'dispute' under clause 7 of the policy, which deferred the insurer's liability to pay claims.

The Court of Appeal upheld the decision, finding no ambiguity in the clause and confirming that a dispute is not restricted to claims arising out of the unpaid shipment of goods.

The appeal was dismissed.

The appellant appealed an order enforcing an international arbitration award, arguing it was denied procedural fairness when the application proceeded in its absence.

The appellant had previously terminated its solicitors' retainer and indicated an intent to follow different channels.

The Court of Appeal dismissed the appeal and the motion to adduce fresh evidence, finding no adequate record to support the procedural fairness claim.

The court noted that the appropriate procedure to raise the issue is a motion to set aside the order under Rule 38.11 in the Superior Court.

The appellants, trustees of a pension fund, sought leave under the Securities Act and certification under the Class Proceedings Act for a $4 billion class action against Kinross Gold Corporation for alleged misrepresentations regarding two gold mines.

The motion judge dismissed the motion, finding no reasonable possibility of success for the statutory claims due to flawed expert evidence, and consequently denied certification for the common law claims.

The Court of Appeal upheld the decision, confirming the motion judge's assessment of the leave test and concluding that a class action was not the preferable procedure for the remaining common law negligent misrepresentation claims due to the need for individualized inquiries into reliance.

The appellant tenant appealed a ruling that a commercial lease and its right of first refusal were properly terminated by the respondent landlord.

The landlord had unconditionally accepted a third-party offer to purchase the leased premises without first notifying the tenant or allowing it to match the offer, and then purported to terminate the lease.

The Court of Appeal allowed the appeal, holding that the landlord was obliged to inform the tenant of the offer and afford it an opportunity to match before unconditionally accepting the third-party offer.

The court ordered the landlord to enter into an agreement of purchase and sale with the tenant on the same terms.