Corporate/Commercial Law - ONCA

The appellants appealed a trial decision finding that a binding oral contract existed between the parties regarding a real estate development project, and ordering specific performance.

The trial judge found that the respondent's principal invested in the project on the condition that his son's company would build houses on 25% of the lots.

The Court of Appeal upheld the trial judge's findings that the oral contract's essential terms were certain, that a subsequent shareholder agreement's entire agreement clause did not invalidate the oral contract because it was not brought to the respondent's attention, and that specific performance was the appropriate remedy given the unique nature of the development and the inadequacy of damages.

The appellant sued the directors and auditors of a credit union after losing his $5 million investment, alleging misrepresentations in an offering statement.

Midway through the trial, the appellant sought to amend his statement of claim to allege a new misrepresentation regarding the credit union's failure to obtain property appraisals.

The trial judge refused the amendment, finding it asserted a new cause of action that was discoverable years earlier and was therefore statute-barred.

The Court of Appeal upheld the trial judge's decision, confirming that the proposed amendment relied on a different act and a separate failure to disclose, which was not encompassed by the original pleadings.

The Ontario Securities Commission appointed a receiver over Money Gate Mortgage Investment Corporation.

The appellant, a shareholder in a company that granted a second mortgage to Money Gate, challenged the validity of the mortgage on a motion for advice and directions brought by the receiver.

The motion judge summarily determined that the mortgage was valid and ordered the sale proceeds paid to the receiver.

The Court of Appeal dismissed the appeal, holding that the motion judge had the authority to decide the matter summarily by analogy to summary judgment rules, and correctly found no genuine issue requiring a trial.

The appellant appealed the quantum of damages awarded in its action for breach of contract regarding contaminated scaffolding equipment.

The trial judge had awarded damages based on a finding that 40% of the scaffolding had to be scrapped due to contamination.

The appellant argued that 100% of the scaffolding should have been deemed valueless.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's assessment of the conflicting expert evidence.

The appellants appealed a motion judge's decision finding that the Superior Court of Justice had jurisdiction simpliciter over the respondent's action and that Ontario was not forum non conveniens.

The underlying action involved claims for breach of contract, negligence, and other torts arising from a share purchase agreement.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's application of the Van Breda presumptive connecting factors for jurisdiction, and no basis to interfere with her discretionary decision regarding forum non conveniens.

The appellant appealed a summary judgment enforcing a default judgment obtained by the respondent in Minnesota for the supply of defective goods.

The appellant argued that a forum selection clause in its quotation conferred exclusive jurisdiction on Ontario courts, that Minnesota lacked a real and substantial connection to the dispute, and that enforcement was contrary to public policy.

The Court of Appeal dismissed the appeal, finding the forum selection clause was permissive rather than exclusive, a real and substantial connection to Minnesota existed, and the public policy defence did not apply.

The appellant appealed the application judge's interpretation of a May 13, 2014 agreement, arguing it was tainted by illegality.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error or extricable error of law in the application judge's interpretation, noting that past litigation had already confirmed the agreement's validity and required specific performance.

The appellants appealed a motion judge's decision upholding a trust agreement that declared the appellant company's assets belonged to the respondent.

The Court of Appeal found no error in the motion judge's credibility findings regarding the agreement's execution.

However, the Court held that the motion judge erred by granting a certificate of pending litigation on his own initiative, as it was neither pleaded nor requested.

The appeal was allowed in part solely to delete the certificate of pending litigation, and dismissed in all other respects.

A motion to introduce fresh evidence was also dismissed.

The appellant brought a class action alleging that Bell Mobility improperly collected unused funds from prepaid wireless accounts when customers failed to top up before the end of the active period.

The appellant argued that Bell breached its contract by claiming funds on the first day after the active period ended, and alternatively, that the Gift Card Regulation under the Consumer Protection Act prohibited expiry dates on prepaid phone cards.

The Court of Appeal upheld the motion judge's decision, finding that the contract clearly stipulated expiration at the end of the active period.

The Court also held that the Gift Card Regulation prohibits expiry dates on the future performance of an agreement, not on the duration of the service itself, meaning Bell fully performed its obligation by providing access to its network for the agreed-upon period.

The appeal was dismissed.

The appellant, a secondary insurer, paid for a claimant's expensive prescription drug after the respondent, the primary insurer, denied coverage.

The appellant later sued the respondent for reimbursement.

The motion judge found the appellant's claim was partially statute-barred because it was discovered when the appellant first learned of the denial in October 2009.

The Court of Appeal reversed, holding that the appellant could not have reasonably discovered its claim until the respondent finally produced the policy wording in September 2011.

The appeal was allowed and the respondent was ordered to fully reimburse the appellant.

The appellants appealed a summary judgment decision regarding a software licensing dispute.

The motion judge found that the respondent breached the licence agreement and infringed copyright by using the software on operating systems other than AIX, but did not breach the agreement by using it on multiple servers.

The Court of Appeal upheld the motion judge's interpretation of the contract, finding no server restriction but confirming the AIX operating system restriction.

However, the Court allowed the respondent's cross-appeal in part, finding that the motion judge erred in dismissing the estoppel defence regarding the AIX restriction, and directed that the estoppel issue proceed to trial alongside the limitation defence and damages.

The appellants appealed a summary judgment ordering the return of a $2,000,000 deposit to the respondent purchaser after a failed commercial real estate transaction.

The dispute centered on whether the respondent fulfilled its contractual obligation to apply in good faith to assume existing mortgages before rejecting the terms offered.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the motion judge's interpretation of the contract and his conclusion that a formal application would have been an exercise in futility.

The appellants appealed a trial judgment finding them liable for unpaid construction work.

The principal issue on appeal was whether the trial judge erred in refusing to re-open the trial to admit articles of revival for a dissolved corporate defendant, which the individual appellant sought to introduce after judgment was rendered.

The Court of Appeal dismissed the appeal, finding no error in the trial judge's conclusion that the evidence could have been discovered sooner with reasonable diligence and that the refusal to re-open the trial was a proper exercise of discretion.

The appellant appealed a Superior Court judgment recognizing an international commercial arbitral award in favour of the respondent.

The Court of Appeal dismissed the appeal, finding no error in the application judge's reasons.

Although the appellant's proposed fresh evidence met the Palmer test for admission, the Court found it unnecessary to consider it to reach its conclusion.

Costs of $7,000 were awarded to the respondent.

The appellant appealed a partial summary judgment on a promissory note related to the sale of a business.

The motion judge had found the appellant in default, struck the Statement of Defence, and ordered a trial of an issue to determine the net amount owing, to be heard with a related injunction application regarding the seizure and sale of assets.

The Court of Appeal held that the appellant was not precluded from arguing that the seizure and sale were unlawful.

The Court found that striking the Statement of Defence was inconsistent with ordering a trial of an issue.

The appeal was allowed in part to reinstate the Statement of Defence and substitute an order finding the appellant in default.

The Children's Lawyer and other appellants appealed a decision dismissing their application to appoint an independent trustee for an inter vivos spousal trust.

The appellants alleged that the respondents, who were directors of the corporation wholly owned by the trust, committed a breach of trust by declaring dividends in excess of net income.

The Court of Appeal dismissed the appeal, finding that the respondents' actions as directors were governed by the Business Corporations Act, not the trust agreement, and did not constitute a breach of trust.

The court also dismissed an application to admit fresh evidence and upheld the application judge's order that costs be paid out of the estate.

The appellants appealed an order granting the respondent bank's motion to dismiss their action.

The Court of Appeal upheld the motion judge's finding that the corporate appellant had already suffered damages from the alleged breach of contract by November 2008, meaning the limitation period commenced no later than January 8, 2009.

As the action was commenced after the limitation period expired, the appeal was dismissed.

The appellant appealed the dismissal of its application for a declaration that an agreement of purchase and sale was void because it was entered into while the respondent corporation was dissolved.

The Court of Appeal dismissed the appeal, holding that the revival of a corporation under s. 241(5) of the Business Corporations Act is retroactive in effect.

The court reaffirmed its previous decision in Zangelo Investments Ltd. and explicitly rejected lower court jurisprudence that held otherwise, concluding that the revived corporation is deemed never to have been dissolved.

The corporate defendant was found liable at trial for terminating the contracts of dependent contractor taxi drivers without notice.

The trial judge also found the individual directors liable.

On appeal, the Court of Appeal set aside the finding of liability against the individual directors, holding that they were not parties to the contract and there was no evidence of tortious conduct such as intentional interference with economic relations or inducing breach of contract.

The appellants appealed a ruling on an application to interpret a settlement agreement that ended a joint venture for property development.

The agreement stipulated that the existing sales office for Stage I could not be used to sell Stage III lands.

The appellants alleged the respondents breached this by moving the sales office to Stage III lands and selling from it, despite changing its appearance.

The Court of Appeal upheld the application judge's finding that the clause was ambiguous and that the respondents' interpretation accorded with the agreement's purpose and good business sense.

The appeal was dismissed.