Corporate/Commercial Law - ONCA

The appellant appealed the dismissal of its counterclaim for professional negligence and breach of contract against the respondent accounting firm.

The motion judge dismissed the counterclaim on a summary judgment motion because the appellant failed to provide direct evidence, relying instead on an affidavit based on information and belief.

The respondent cross-appealed the motion judge's finding that there was a genuine issue for trial regarding the timing of payment of its fees.

The Court of Appeal dismissed the appeal and allowed the cross-appeal, finding no genuine issue for trial regarding the fees and granting summary judgment to the respondent.

The appellants, commercial tenants, were locked out by their landlord for rent arrears.

To regain entry, they signed minutes of settlement and a promissory note guaranteeing the landlord's lawyer's fees.

When sued on the settlement, the appellants brought a third party claim against the lawyer for economic duress.

The Court of Appeal upheld the motion judge's decision to strike the third party claim, finding that the lawyer's routine conduct in advancing her client's position did not constitute the illegitimate pressure required for economic duress.

The appellants appealed a summary judgment enforcing a debenture, arguing that a factual dispute over the exercise of an option and a claim for equitable set-off based on alleged misrepresentations raised triable issues.

The Court of Appeal dismissed the appeal, finding that the debenture created a stand-alone debt unaffected by the option agreement, and that the alleged misrepresentations did not go to the root of the respondent's claim.

The appellants appealed an order granting the respondents specific performance of an agreement to sever and sell a parcel of land for a new Mazda dealership.

The appellants argued the agreement lacked consideration, was too uncertain to satisfy the Statute of Frauds, and that specific performance could not be ordered on a summary basis.

The Court of Appeal dismissed the appeal, finding mutual promises constituted consideration, the agreement's terms were clear, and specific performance was available and appropriate on summary judgment.

The appellant appealed a motion judge's decision dismissing its breach of contract and warranty claim against an American respondent for lack of jurisdiction.

The motion judge found no real and substantial connection between the respondent and Ontario.

The Court of Appeal allowed the appeal, finding that the motion judge failed to properly weigh the factors from Muscutt v. Courelles and conflated a choice of law clause with a choice of jurisdiction clause.

The matter was remitted for re-hearing before a different judge.

The appellant landlord appealed a trial judgment awarding damages to the respondent tenant for breach of a demolition clause in a commercial lease.

The appellant argued the trial judge erred in finding the breach caused the respondent to close its business, and that the respondent failed to properly renew the lease.

The Court of Appeal dismissed the appeal, finding no overriding error in the trial judge's factual conclusions on causation.

The Court also held the appellant was estopped from insisting on formal compliance with the lease renewal clause due to its past conduct of accepting oral renewals.

The appellant financed the purchase of two trucks and perfected its purchase money security interests under the PPSA.

The trucks were leased to third parties, insured by the respondent, and subsequently stolen.

The respondent paid the actual cash value of the trucks to the insureds and claimed salvage rights under statutory condition 6(7) of the Insurance Act.

The Court of Appeal held that the appellant's perfected security interests had priority over the respondent's salvage rights.

Section 4(1)(c) of the PPSA and statutory condition 6(7) do not operate to extinguish a prior perfected security interest, and the transfer of title to the insurer was not a sale in the ordinary course of business.

The appellant appealed a judgment enforcing his personal guarantee of loans, arguing the loans had already been paid.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the motion judge's conclusion that the record did not support the appellant's claim of payment.

The appellant appealed a decision regarding jurisdiction over its fraud claim.

The Court of Appeal allowed the appeal, finding that the fraud claim was linked to Ontario because the alleged harm was suffered there through the receipt of invoices, and the business dealings were governed by a contract containing an Ontario forum selection and governing law clause.

The respondent operated a direct mail business in Ontario that sold lottery tickets and merchandise to persons outside Canada.

He was acquitted of making false or misleading representations 'to the public' under s. 52(1) of the Competition Act because the trial judge held the phrase only applied to the Canadian public.

The Crown appealed.

The Court of Appeal held that 'to the public' is not restricted to the Canadian public where there is a real and substantial link to Canada.

However, the Court ordered a new trial because the trial judge's excessive interventions and cross-examination of the respondent compromised the appearance of trial fairness.

The Court also clarified that reliance on legal advice is a mistake of law, not fact, and that the post-1999 mens rea requirement for s. 52 requires proof of knowledge or recklessness regarding the misleading nature of the representations.

The appellants, an actuary and his employer, were sued by the successor administrator of a pension plan for allegedly preparing negligent actuarial reports that allowed the plan sponsor to underfund the plan before entering CCAA protection.

The appellants sought to bring third-party claims against the sponsor's former directors and officers, alleging they instructed the actuary to use improper methods.

The motion judge struck the third-party claims, finding they disclosed no reasonable cause of action.

The Court of Appeal allowed the appeal, holding that the successor administrator's claim did not depend on the sponsor's reasonable reliance on the reports, and that the CCAA orders protecting directors and officers did not bar the third-party claims because the individuals were acting as agents of the plan administrator, not merely as corporate directors.

The appellant appealed from a judgment dismissing its application and ordering a trial on issues relating to a contractual relationship with the respondent.

The appellant argued the application judge erred in finding a pivotal provision regarding a 90-day cooling-off period for share purchases ambiguous and incomprehensible.

The Court of Appeal found no basis to interfere with the application judge's exercise of discretion, agreeing that the combination of ambiguity and conflict in the record warranted a trial.

The appeal was dismissed.

Mylex Ltd. appealed a trial judgment finding it liable in contract and tort for failing to meet delivery dates and providing poor quality ready-to-assemble furniture to Magnussen Furniture Inc. Magnussen cross-appealed the damages and costs awards.

The Court of Appeal found that while the trial judge erred in finding an 'overall contract' existed, this did not affect the ultimate liability finding based on breached purchase orders and negligence.

The Court upheld the trial judge's assessment of damages, which limited lost profits to a two-year period due to contingencies, and affirmed the discretionary costs award.

Both the appeal and cross-appeal were dismissed.

The respondent landlord leased commercial premises to a corporate tenant within the Brick enterprise.

The lease was subsequently assigned and sublet to other entities within the enterprise.

When the sub-tenant vacated the premises early and stopped paying rent, the landlord sued the parent corporation, arguing it was liable under a Consent and Acknowledgement agreement and the oppression remedy.

The trial judge found liability under the oppression remedy.

The Court of Appeal dismissed the appeal, finding that the parent corporation was directly liable to the landlord for the unpaid rent under the terms of the Consent and Acknowledgement agreement, making it unnecessary to rely on the oppression remedy.

The appellant appealed a Superior Court decision that held a perpetual right to renew a supply of 5000 horsepower of electricity at a preferential rate remained extant.

The Court of Appeal allowed the appeal, finding that the appeal judge failed to give adequate weight to the fact that the original 1928 agreement lapsed in 1987 due to the respondent's failure to give the required renewal notice.

The Court held that subsequent agreements did not revive the perpetual renewal provision, but merely provided a preferential price for a fixed term.

The appellant farmer appealed a trial judgment ordering him to pay the respondent for soybean seed, chemicals, and spraying services, and dismissing his counterclaim for crop losses.

The appellant argued the trial judge erred in finding he authorized a herbicide substitution, in enforcing an allegedly illegal contract for an unregistered pesticide combination, and in calculating the quantity of soybeans ordered.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings and concluding that enforcing the contract for the unregistered pesticide combination was not contrary to public policy.

The appellants appealed a trial judgment that interpreted a share purchase agreement to include an unexpected income tax refund as an 'account receivable' and found them liable for a bankruptcy dividend distribution.

The Court of Appeal allowed the appeal, holding that the agreement was unambiguous and did not contemplate the tax refund as an account receivable.

The Court also found that the bankruptcy dividend had been paid in full and that the plaintiffs failed to prove their claim for additional items.

The action was dismissed with costs.

The plaintiff insurance broker appealed the trial judge's refusal to award pre-judgment interest and costs after successfully suing a former producer for the purchase price of her book of business.

The defendant cross-appealed the trial judge's interpretation of the agreement and the dismissal of her counterclaim for withheld commissions.

The Court of Appeal dismissed the cross-appeal, finding ample support for the trial judge's interpretation.

The Court allowed the appeal, holding that the trial judge erred in principle by depriving the successful plaintiff of costs and interest simply because the agreement was poorly worded, especially since the plaintiff had made an offer to settle for the amount the defendant claimed was owed.

The cross-appellant appealed a trial judgment awarding damages for breach of contract regarding the sale of a tavern.

The cross-appellant argued that the respondent acted as a self-appointed agent, breached a fiduciary duty, and that the contract was unenforceable due to the maxim ex turpi causa non oritur actio.

The Court of Appeal dismissed the cross-appeal, finding that the respondent acted on his own behalf with authority, owed no fiduciary duty as there was no agreement to relinquish self-interest, and that the contract did not involve any illegal or immoral act defrauding a third party.

The appellant supplied floor and wall coverings to the respondent, a retail store, without knowing or inquiring about the specific improvements where the materials would be used.

When the respondent became insolvent, the appellant claimed that the moneys received by the respondent from its customers were trust funds under section 8(1) of the Construction Lien Act, and sought to hold the respondent's principals personally liable for breach of trust.

The Court of Appeal, sitting as the Divisional Court, dismissed the appeal, holding that a trust under the Act only arises if the supplier intends the materials to be used for a known and identified improvement.