Corporate/Commercial Law - ONCA

The appellant, a user of the drug Paxil, brought a proposed class action against the respondent pharmaceutical companies alleging abuse of process, conspiracy, and waiver of tort.

The appellant claimed the respondents misused the Notice of Compliance proceedings under the Patent Act to delay the entry of a cheaper generic equivalent into the market, forcing consumers to pay supra-competitive prices.

The motion judge struck the statement of claim, finding it disclosed no viable cause of action.

The Court of Appeal upheld the decision, concluding that the appellant was not a party to the legal process initiated by the respondents, the respondents' predominant purpose was to advance their own economic interests rather than injure the appellant, and there was no predicate wrongdoing to support a waiver of tort claim.

The parties were bound by a shareholders agreement containing a shotgun buy-sell clause.

The respondents triggered the clause, offering to buy the appellants' shares or sell their own, demanding 100% of the purchase price on closing.

The appellants accepted the offer to sell but provided for payment of 50% on closing and a promissory note for the balance, relying on a 'Minimum Terms' provision in the agreement.

The application judge found the appellants' acceptance invalid as a counter-offer.

The Court of Appeal reversed, holding that the agreement's language deemed the 50% payment term to be included in any offer, making the appellants' acceptance valid.

The appellants appealed a summary judgment granted in favour of the respondent for delivered goods.

The Court of Appeal dismissed the appeal, finding no trial was required as the appellants acknowledged they had no evidence the goods were not delivered.

The court also found no basis to reduce the agreed-upon interest rate or to stay the judgment pending the trial of the appellants' counterclaim.

The appellants appealed an order striking their claim for equitable set-off.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that there was no basis on the pleading for the claim to succeed, as it was made in respect of the actions of a corporate non-party not alleged to be wholly owned by the respondent.

The appellants appealed a judgment of the Superior Court of Justice.

The Court of Appeal dismissed the appeal, agreeing with the trial judge that there was consideration to support the agreement.

Costs were fixed at $5,000.

The appellant appealed a decision regarding a title insurance claim.

The Court of Appeal dismissed the appeal, agreeing with the application judge and finding that the claim was barred by the exclusions and exceptions relating to leases in the insurance policy.

The appellants appealed a decision staying their action against the respondents on the basis that the dispute was subject to an arbitration clause in a franchise agreement.

The appellants argued the franchise agreement was void ab initio, meaning the arbitration clause was not triggered.

The Court of Appeal dismissed the appeal, finding that the argument was not raised before the motion judge and was undercut by the factual record.

The Court agreed with the motion judge that the arbitration agreement was broad enough to encompass disputes regarding the validity of the franchise agreement itself.

The appellant appealed a decision holding that the respondent acquired title to a 50-foot commercial sign located on the appellant's retained land when the respondent purchased an adjacent motel property.

The Court of Appeal found that the application judge did not err in concluding the sign was included in the sale as a chattel, given the broad definition in the Agreement of Purchase and Sale and the evidence of the transaction lawyers.

The Court further held that the easement for ingress and egress was intended to permit the placement and maintenance of the sign.

The appeal was dismissed, but the judgment was varied to declare that the easement permitted the sign's location.

In a supplementary endorsement following an oral judgment, the Court of Appeal for Ontario addressed the allocation of proceeds of realization under the respondent bank's debt instruments.

The parties agreed that the proceeds should be allocated first to expenses, second to interest, and third to principal, which the court ordered.

The court declined to consider the balance of the appellants' supplementary submissions as they went beyond the scope of the court's invitation.

The appellant bank issued an irrevocable and transferable letter of credit.

The letter of credit was transferred to the respondent, who subsequently presented documents for payment.

The appellant refused to pay, citing discrepancies in the documents and a lack of notice regarding the transfer.

The motions judge granted summary judgment in favour of the respondent on liability and ordered the appellant to pay costs, including a Sanderson order for the co-defendant's costs.

The Court of Appeal dismissed the appeal, finding that notice of the transfer was not required under the terms of the credit or the UCP 500, and that the documentary discrepancies were minor and immaterial.

The Court also upheld the costs awards, including the Sanderson order.

Erie Sand and Gravel Limited entered into an oral agreement with Seres' Farms Limited to purchase land containing aggregate essential to Erie's business.

The land was subject to a right of first refusal held by Tri-B Acres Inc. Erie provided a written offer reflecting the oral agreement, which Seres' Farms presented to Tri-B. Tri-B failed to match the offer, but Seres' Farms accepted Tri-B's offer anyway.

Erie sued for specific performance.

The trial judge found a binding oral agreement existed and that acts of part performance took it outside the Statute of Frauds.

The Court of Appeal dismissed Tri-B's appeal, upholding the specific performance order because the property was unique and damages were inadequate.

The appellant tenant appealed a decision regarding its obligation to pay rent under a commercial lease.

The lease contained a latent ambiguity regarding the Completion Date and Rental Commencement Date.

The tenant argued it was not required to pay rent because the landlord had not completed all buildings in the shopping centre as stipulated in the lease.

The Court of Appeal dismissed the appeal, finding that it was not commercially reasonable for the tenant to take possession, operate its business, and use the landlord's services without paying rent.

By taking possession and opening for business, the tenant effectively waived strict compliance with the landlord's obligation to complete all buildings as a condition precedent to paying rent.

The appellants appealed a trial judgment finding they repudiated the respondent's consulting contract without cause by way of anticipatory breach.

The respondent cross-appealed, seeking 24 months of payments instead of 12.

The Court of Appeal dismissed the appeal, upholding the trial judge's finding that the respondent's responsibilities were implicitly taken away without warning, constituting anticipatory breach.

The court also agreed there was no duty to mitigate as the consulting agreement was part of a package deal for the sale of the respondent's business.

The cross-appeal was dismissed because the contract clearly limited payments to 12 months in the event of termination without cause.

KJS took an assignment of National Bank's debt and security and realized on the portions provided by the appellants.

The trial judge awarded judgment to KJS for the shortfall.

On appeal, the Court of Appeal upheld the trial judge's interpretation of the share purchase agreement, finding that the appellants breached their obligations and could not claim the benefit of the KJS security.

However, the Court allowed the appeal in part to vary the damage calculation, finding that KJS was not entitled to mitigate its damages by taking an assignment of the debt instruments.

The cross-appeal was dismissed.

The appellants appealed a summary judgment decision, arguing there was a genuine issue for trial regarding whether the franchisor and the respondent bank had a sufficiently close connection to make the bank responsible for the franchisor's faults.

The Court of Appeal agreed with the motion judge that no such genuine issue existed.

The appeal was dismissed with costs.

The appellants appealed a trial judgment enforcing an Indemnity Agreement and collateral demand mortgages.

The Court of Appeal upheld the trial judge's findings that the Indemnity Agreement was a specialty subject to a 20-year limitation period and that the action on the collateral mortgages was brought within the 10-year limitation period, which commenced when moneys were advanced under the primary indemnity obligation.

However, the Court allowed the appeal in part, finding that the trial judge erred by granting judgment on the mortgage covenants for an amount in excess of the primary indemnity debt, as the mortgages were collateral security.

The appellant landlord and its related corporate tenant appealed an order granting the respondent franchisor specific performance of an option to lease agreement.

The application judge found that the landlord and tenant acted in concert to frustrate the franchisor's attempt to enforce the option after the tenant terminated its franchise agreement.

The Court of Appeal dismissed the appeal, upholding the findings that the parties acted in concert, that the option agreement's true intent did not require the application of contra proferentem, and that the commercial premises possessed the requisite uniqueness to justify specific performance.

The appellant appealed an order granting summary judgment.

The Court of Appeal allowed the appeal, finding that the record raised legitimate issues for trial regarding coercion and legitimacy, specifically concerning the appellant's state of mind when signing a guarantee, the nature of the demand, and the options available to him.

Because the facts relevant to these issues were in dispute, a trial was warranted.

The appeal was allowed with costs awarded to the appellant.

The appellants appealed a trial decision granting the respondent an enhanced supplementary pension based on an additional 36 months of service.

The trial judge found that the parties had a prior oral agreement regarding the pension credit and were mutually mistaken in believing the written letter agreement reflected this intention.

The Court of Appeal upheld the trial judge's decision to rectify the agreement, finding that the appellants' attempt to take advantage of the mistake amounted to unfair dealing.

The Court also agreed that promissory estoppel prevented the appellants from denying the pension entitlement.

The appellant appealed a trial judgment finding him liable for fraud and awarding the respondent $216,000 plus costs.

The respondent had been induced to invest $200,000 in a fraudulent scheme perpetrated by a co-defendant, who used the appellant's name and a 'show of money' transaction to give the scheme an air of legitimacy.

The trial judge found that the appellant was wilfully blind to the fraudulent scheme and his role in it.

The Court of Appeal found no error in the trial judge's factual inferences and dismissed the appeal, upholding the finding of liability based on wilful blindness.