Corporate/Commercial Law - ONCA

The plaintiffs, former executives and shareholders of Med-Eng, sued the company and its directors for oppressive conduct regarding a share repurchase.

After Med-Eng was acquired by Allen-Vanguard, the plaintiffs commenced a new action against the original defendants and added defendants (the acquirer, offeree shareholders, and escrow agent), seeking a constructive trust over an escrow fund.

The motions judge struck the new action as an abuse of process and for disclosing no reasonable cause of action against the added defendants.

The Court of Appeal dismissed the appeal, finding the new action circumvented the rules for amending pleadings and adding parties, and that no cause of action in unjust enrichment, breach of fiduciary duty, or resulting trust was pleaded against the added defendants.

The appellant appealed a decision declaring that a partnership did not exist between the parties under the Partnerships Act.

The parties had collaborated to develop and deliver continuing professional development programs.

The Court of Appeal found that the application judge erred in law by failing to analyze the provisions of the agreements and the circumstances in relation to the legal elements of the test for partnership.

Applying the correct test, the Court concluded that the parties were carrying on a business in common with a view to profit, and declared that a partnership existed.

The matter was remitted to the Superior Court to determine the value of partnership assets.

The respondent brought an application for an oppression remedy, alleging that preference shares were improperly released from escrow based on the cash flow of the parent company rather than its subsidiary.

An application judge found the escrow agreement ambiguous and ordered a trial of the issue.

The trial judge subsequently found the agreement clear and unambiguous, concluding the release was improper and constituted oppression.

On appeal, the Court of Appeal held that the trial judge was bound by the application judge's finding of ambiguity due to issue estoppel.

Interpreting the ambiguous agreement in its factual context, the Court concluded the cash flow reference applied to the parent company.

The release of shares was therefore proper, and the appeal was allowed.

The appellant appealed a summary judgment order in favour of the Bank of Montreal.

The appellant's defence was that he failed to read the loan documentation when he took out the loan or during the ten years he made payments.

The Court of Appeal dismissed the appeal, finding no error in the lower court's decision that there was no genuine issue for trial.

The appellants appealed a trial judgment regarding a partnership dispute over a Muskoka business.

The trial judge found that while the parties were partners, their relationship was governed by an Acknowledgment document granting the appellant a conditional option to purchase shares, which he failed to exercise.

The Court of Appeal upheld the trial judge's findings that the shares never became partnership property under the Partnership Act and that the arrangement did not constitute a security interest under the PPSA.

The appeal was dismissed with costs.

The appellant appealed a trial judgment finding that an agreement with the respondent was not unconscionable and that he could not use a customer list to solicit clients after terminating their relationship.

The respondents cross-appealed the findings that a non-compete clause was unenforceable and that the appellant was not a fiduciary.

The Court of Appeal dismissed both the appeal and the cross-appeal, upholding the trial judge's findings on all issues.

The court awarded costs of $7,500 to the respondent.

The appellants appealed a trial judgment finding that they were required to reimburse the respondents for both the principal and interest on borrowed monies.

The Court of Appeal upheld the trial judge's decision, finding no reversible error in the credibility assessment that formed the basis of the finding regarding the parties' true intentions.

Although the trial judge erred regarding the admissibility of a letter and the application of the contra proferentem doctrine, these errors were not material to the outcome.

The appeal was dismissed with costs.

The appellant appealed a summary judgment dismissing an oppression action against the respondent Lee.

The Court of Appeal allowed the appeal, finding that there was evidence of conduct by Lee that could constitute oppression under s. 248 of the Business Corporations Act, including his involvement in a share purchase agreement, the removal of the deceased as Chair, and threats regarding life insurance policies.

The court held that it was inappropriate to weigh this evidence on a summary judgment motion and set aside the dismissal.

The appellant appealed a decision granting the respondent bank priority over the appellant's security interest in a bankrupt company's accounts receivable.

The application judge found that the appellant's factoring agreements did not create a purchase money security interest (PMSI) under the Personal Property Security Act, as the appellant only advanced general working capital.

The Court of Appeal dismissed the appeal, agreeing that the appellant could not show the extent to which its advanced funds created the collateral, and upheld the order requiring the appellant to repay sums collected in violation of the respondent's prior perfected general security agreement.

The appellants appealed the judgment of the Superior Court of Justice, arguing the trial judge erred in refusing to re-open the trial and in interpreting the contract.

The Court of Appeal found no error in the trial judge's exercise of discretion or interpretation of the contract.

The appeal was dismissed with costs fixed at $3,500.

The court-appointed receiver of a corporation recommended that the company enter a plea agreement and plead guilty to a charge of mail fraud in the United States.

The motion judge approved the recommendation as being within the bounds of reasonableness.

The appellants appealed, arguing the receiver failed to properly assess the risk of conviction and the benefits of the plea agreement.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's conclusion that the receiver's assessment of the risk of conviction, cost savings, and reduced exposure to civil liability and restitution was reasonable.

The appellant, acting as receiver for a yacht manufacturer, appealed the dismissal of its insurance claim against the respondent export credit insurer.

The manufacturer had not been paid for boats delivered to a U.S. dealer and to Spain.

The dealer refused to pay because the manufacturer's receivership meant it could not fulfill warranty obligations.

The Court of Appeal upheld the trial judge's finding that while the loss fell within the policy's initial coverage, the insurer successfully proved that an exclusion applied because the buyer did not pay due to a legitimate dispute regarding the export contract.

The appeal was dismissed.

The appellants appealed a trial judgment finding the individual appellant personally liable for invoices related to crane dismantling work.

The trial judge found that the individual appellant contracted verbally with the respondent without disclosing that he was acting as an agent for a corporation.

The Court of Appeal dismissed the appeal, affirming the well-established legal principle that an agent who fails to disclose they are acting in that capacity will be held personally liable.

In a CCAA proceeding, the appellant sought to enforce a Memorandum of Agreement to purchase the debtor's assets after missing a deadline.

The motion judge found the agreement had expired.

The respondents moved to quash the appeal on the basis that leave was required under s. 13 of the CCAA.

The Court of Appeal held that leave was required because the order was made under the CCAA.

The Court dismissed the appellant's cross-motion for leave to appeal, finding no basis to interfere with the motion judge's findings on expiration and estoppel, and concluding the proposed appeal lacked significance to the practice.

The appellant law firm appealed the dismissal of its application for a declaration that its professional liability insurer had a duty to defend it in an underlying action.

The insurer denied coverage based on a policy exclusion for claims arising out of the provision of investment advice or services.

The appellant argued the claim fell within an exception to the exclusion because it involved the use of the firm's trust account and the preparation of joint venture documents.

The Court of Appeal dismissed the appeal, finding that the use of a trust account as a vehicle for investment funds does not amount to the performance of professional services, and the underlying claim was essentially for business advice concerning the safety of an investment.

The appellants requested to re-open the appeal for further argument on the correct Initial Fair Market Value date for a property.

The Court of Appeal denied the request, noting that the interpretation of the agreement regarding the valuation date was not directly addressed at trial or on appeal, but arose indirectly regarding whether an enforceable agreement existed.

The Court held that the issue of the valuation date was not central to the appeal and that the record amply supported the trial judge's finding of a valid oral agreement.

The interpretation of the agreement was left to be resolved by an arbitrator.

The appellants appealed a trial judgment holding them liable as directors for unpaid wages owed to the respondent employees following the company's bankruptcy.

The Court of Appeal dismissed the appeal of two directors, finding that the employees' agreement to postpone payment until the company was in funds ended upon bankruptcy, making the debts payable.

However, the Court allowed the appeal of a third director, finding that the action against him was commenced beyond the six-month limitation period under the Business Corporations Act following his resignation.

The appellant appealed a summary judgment enforcing a guarantee.

He argued the motion judge impermissibly made credibility findings and that the principal debtor's bankruptcy suspended his liability under the guarantee.

The Court of Appeal dismissed the appeal, holding that the motion judge properly found the appellant failed to put his best foot forward, and that a debtor's bankruptcy does not release a guarantor absent specific wording in the guarantee.

The appellant portfolio manager appealed a trial judgment finding it liable for mismanaging the respondent's investment account by retaining excessive short-term investments and purchasing a speculative stock.

The trial judge had dismissed the main part of the respondent's claim but allowed these two specific claims.

On appeal, the appellant argued the trial judge's reasons were inadequate because he incorporated large portions of the parties' facta, and challenged the findings on negligence, ratification, mitigation, and damages.

The Court of Appeal dismissed the appeal, holding that while the trial judge's incorporation of facta was ill-advised, the reasons as a whole were sufficient for appellate review and the factual findings were supported by the evidence.

The appellant, an exclusive supplier of jump ropes to the respondent Foundation for 19 years, sued for reasonable notice of termination after the Foundation ended the relationship.

The trial judge dismissed the claim, finding the Foundation had grounds to terminate without notice due to the appellant's difficult behaviour, an overbearing report, and refusal to reduce inflated prices.

The Court of Appeal upheld the trial judge's findings and dismissed the appeal.