Corporate/Commercial Law - ONCA

The appellant contractor sued the respondent bank for misrepresentation after the bank failed to advance a $150,000 loan to a mall owner to pay for renovations.

The trial judge dismissed the action, finding the bank had informed the contractor that the loan was conditional on a guarantor's signature.

The Court of Appeal allowed the appeal, finding the trial judge misapprehended the evidence.

The bank had represented that the loan was a sure thing and that the signature was a mere formality, knowing this was untrue and that the contractor would rely on it.

Judgment was entered for the contractor for the undisputed contract amount plus costs.

The appellant general contractor entered into a construction contract and a subcontract with the respondent for a fire protection system.

The appellant was contractually obligated to obtain all-risks property insurance and fire insurance but failed to do so.

A flood occurred due to the respondent's admitted negligence.

The appellant paid the owner for the damages and sought to recover the amount from the respondent.

The Court of Appeal dismissed the appeal, applying the principle that a contractual undertaking to secure property insurance operates as an assumption of the risk of loss or damage caused by the peril to be insured against.

The appellant's failure to obtain the insurance precluded its claim against the respondent.

The appellants appealed a trial judgment, arguing that the trial judge erred in his assessment of credibility and reliance on a contract they claimed was a fake.

The Court of Appeal found no error in the trial judge's approach, noting he thoroughly reviewed the evidence, found neither main witness reliable, and properly gave effect to the language of the agreement.

The appeal was dismissed with costs awarded to the respondent.

The appellant appealed the dismissal of its action, which was based entirely on a guarantee.

The motion judge found the guarantee to be remarkably skeletal and lacking sufficient precision to be enforced.

The Court of Appeal agreed, noting the shared position of the parties that the guarantee was not ambiguous despite their opposing interpretations, and dismissed the appeal.

The appellants, Confederation of National Trade Unions and La Régie Des Rentes Du Québec, appealed an order staying the obligation of Slater Steel to file an actuarial report and relieving the company and its directors from any resulting obligations.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's reliance on evidence that further employer contributions were not due until the valuation report was filed.

The Court also noted that other parties had acted in reliance on the stay order.

The Minister of Transportation appealed a final declaratory judgment interpreting a 60-day cure period provision in the Highway 407 Concession and Ground Lease Agreement.

The Court of Appeal held that the application judge lacked jurisdiction to grant a final declaration, as the agreement's comprehensive dispute resolution mechanism reserved such interpretations for an arbitrator.

However, the court found the application judge did have jurisdiction to grant an interim order preserving the parties' rights pending arbitration.

The appeal was allowed and the judgment set aside.

The appellants appealed an order striking their third party claim and counterclaim under Rule 21, except for a claim alleging tortious conduct to usurp corporate control.

The Court of Appeal allowed the appeal and restored the claims, including a claim for breach of an implied term of a Side Agreement, noting that on a Rule 21 motion, pleadings must be taken as true and the motion judge erred by relying on an absence of evidence.

The cross-appeal was dismissed.

The appellant commercial tenant brought an application for declaratory relief under the Commercial Tenancies Act regarding responsibility for lease improvements.

The application judge dismissed the application, finding the appellant had repeatedly acknowledged responsibility for the improvements and executed promissory notes.

The Court of Appeal dismissed the appeal, holding that the application judge's findings were amply supported by the record.

The United Mexican States appealed a decision dismissing its application to set aside a NAFTA Chapter 11 arbitration award.

The arbitration tribunal had found that Mexico breached NAFTA by denying tax rebates to an American-owned company while granting them to domestic companies in similar circumstances.

Mexico argued the tribunal erred by drawing adverse inferences from its refusal to disclose confidential taxpayer information and that the damages award violated public policy.

The Court of Appeal dismissed the appeal, holding that the tribunal's decision was entitled to a high degree of deference, the procedure was not contrary to the parties' agreement, and the damages award did not offend fundamental principles of justice and fairness.

In a supplementary endorsement, the Court of Appeal for Ontario clarified its previous judgment regarding the post-maturity interest rate on a promissory note.

The court set aside its previous endorsement and specified that the intent was to ensure the interest after maturity remained the same as before maturity.

Accordingly, the post-maturity interest rate was set at 10 per cent per annum, calculated semi-annually not in advance.

The appellant, an Arizona supplier, sued its Ontario dealer for non-payment.

The dealer counterclaimed for defective goods.

Three and a half years after the action commenced, the dealer successfully moved to stay the Ontario proceedings based on a forum selection clause designating Arizona.

The Court of Appeal allowed the appeal, finding the motion judge erred in principle by treating the clause as determinative absent waiver.

Exercising its own discretion under s. 106 of the Courts of Justice Act, the Court held that the inordinate delay, the steps already taken in the Ontario litigation, and the close connection to Ontario constituted 'strong cause' not to enforce the forum selection clause.

The appellant, CGU Insurance Company of Canada, appealed a judgment finding its policy to be a primary policy.

The Court of Appeal agreed with the lower court, refining the determination to classify the CGU policy as a primary policy with an excess coverage clause.

The court confirmed that a primary policy with excess coverage ranks ahead of a true umbrella policy, such as the Lombard policy.

The court also rejected arguments regarding standing and the appropriateness of proceeding by application.

The appeal was dismissed with a minor variation to the judgment's wording.

The appellants, who were self-represented at trial, appealed the trial judgment on the grounds that the trial judge failed to grant an adjournment to retain counsel and failed to warn them that evidence from the counsel table was inadmissible.

The Court of Appeal rejected both arguments, noting the appellants never requested an adjournment and the trial judge repeatedly warned them about giving evidence from the witness box.

The court also upheld the trial judge's findings regarding the payables for a group of bridal gowns and dismissed a motion to admit fresh evidence.

The appeal was dismissed with costs fixed at $2,500.

The appellants appealed a judgment granted in favour of the respondent bank.

The Court of Appeal found no basis to interfere with the trial judge's conclusion that the bank was entitled to judgment.

However, based on fresh evidence admitted on consent, the court varied the judgment amount to $101,941.26.

The appeal was otherwise dismissed with costs.

The appellants appealed a summary judgment granted in favour of the respondent Bank.

The Court of Appeal found no evidence of bias by the motion judge and concluded that the appellants received a fair hearing.

On the merits, the Court agreed there was no genuine issue for trial, as the Bank did not take possession of the property and acted in a commercially reasonable fashion when enforcing its security to collect the debt.

The appeal was dismissed with costs.

The City of Hamilton appealed a trial judgment regarding a sewer contract dispute.

The Court of Appeal found that the trial judge failed to address the principal issue of the effect of exclusion clauses on the contractor's bid, given the timing of a representation made by the City's project engineer.

The Court also found the trial judge erred in awarding solicitor/client costs without hearing submissions.

The appeal was allowed, the judgment was set aside, and a new trial was ordered.

A real estate broker became insolvent after its principal misappropriated trust funds for day-to-day operations.

The Director, representing the trust claimants, asserted priority over the broker's assets, including accounts receivable collected by a secured bank and funds remaining in trust accounts.

The Court of Appeal held that the accounts receivable were not impressed with a constructive trust because there was no clear connection between the misappropriated funds and the generated receivables, allowing the bank to realize its security.

Furthermore, the funds remaining in the trust accounts were not restored trust funds, giving the Crown priority over those funds pursuant to the deemed trust provisions of the Income Tax Act.

The appellant, Union Gas Limited, appealed an order made in CCAA proceedings regarding its right to set off amounts owed by the respondent, Algoma Steel Inc., against a rebate owed to the respondent.

The motions judge had denied legal set-off and limited equitable set-off to only one of two contracts.

The Court of Appeal upheld the decision on legal set-off but allowed the appeal regarding equitable set-off, finding a close connection between the contracts that made it manifestly unjust to enforce payment of the rebate without taking into account the full cross-claim.

The appellants, indirect purchasers of homes containing concrete bricks coloured with the respondents' iron oxide pigment, sought to certify a class action alleging a price-fixing conspiracy.

The motion judge certified the action, but the Divisional Court set aside the certification.

On appeal, the Court of Appeal upheld the Divisional Court's decision, finding that the appellants failed to provide a sufficient evidentiary basis to show that loss could be proved on a class-wide basis.

Because liability required individual proof of loss, a class action was not the preferable procedure.

The appellant, an investor who purchased shares in the secondary market, sought to certify a class proceeding against the issuer, underwriters, and auditors for negligent misrepresentation in a prospectus.

The motions judge dismissed the action, finding the pleadings failed to disclose a reasonable cause of action as they did not establish a special relationship giving rise to a duty of care.

The Court of Appeal upheld the dismissal, agreeing that the pleadings lacked material facts to support a duty of care owed to secondary market purchasers by the auditors or underwriters.