Corporate/Commercial Law - ONCA

The appellant, Country Style Realty Limited, underwent CCAA restructuring.

It chose not to repudiate its commercial lease with the respondent landlord, Ivorylane Corporation.

Ivorylane had a pre-CCAA claim for rent arrears but did not receive notice of the claims process and did not file a proof of claim.

After Country Style emerged from CCAA protection, Ivorylane sued for the arrears.

Country Style argued the claim was barred by the CCAA Plan of Compromise.

The Court of Appeal upheld the motion judge's finding that because the lease was not repudiated, the arrears constituted an 'Unaffected Obligation' under the specific terms of the Plan and Sanction Order, and therefore the claim was not compromised or barred.

The appellants appealed a trial judgment concerning a business sale transaction, a management consultant agreement, and a promissory note.

The Court of Appeal upheld the trial judge's findings that the sale was governed by the June 5, 2000 Agreement and that there was no actionable misrepresentation.

The court affirmed the $8,300 award under the management consultant agreement but varied the judgment to hold only the corporate appellant liable.

The court also varied the interest calculation on a $70,000 promissory note on consent.

The appeal was otherwise dismissed.

The appellant appealed a trial judgment ordering him to pay $3.8 million for breach of a real estate joint venture agreement.

The appellant argued the respondent was disentitled to the funds for trading in real estate without a license and sought disgorgement of a commission.

The respondent cross-appealed for punitive damages and a higher rate of prejudgment interest.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the respondent was exempt from licensing requirements as it was dealing with its own interest, the commission was properly disclosed, and the appellant's conduct did not meet the exceptional threshold required for punitive damages.

The appellant appealed a trial judgment finding him personally liable to the respondent bank for conversion of funds.

The bank's cross-claim had been pleaded solely in conspiracy to defraud, which the trial judge dismissed.

However, the trial judge found the appellant liable on the unpleaded grounds of conversion and piercing the corporate veil, based on a presumptive indirect benefit as a shareholder.

The Court of Appeal allowed the appeal, holding that it is fundamental to the litigation process that lawsuits be decided within the boundaries of the pleadings.

The Court also noted that piercing the corporate veil requires evidence of improper conduct akin to fraud or deceit, which was absent here.

The appellant appealed a trial judgment finding that he was not deceived and understood the terms of an agreement.

The Court of Appeal dismissed the appeal, noting that the appellant had abided by the agreement's terms for fourteen years before asserting his current position, and found no palpable and overriding error in the trial judge's findings.

The appellant air carrier appealed a trial judgment awarding the respondent damages for spoiled vaccine cargo.

The vaccine was destroyed after the carrier failed to refrigerate it during a delay in transit, despite clear instructions.

The Court of Appeal upheld the trial judge's finding that the carrier's failure to explain the lack of refrigeration, combined with the clear instructions and availability of coolers, supported an adverse inference of recklessness and knowledge of probable damage.

Consequently, the carrier was not entitled to limit its liability under the Warsaw Convention.

The landlord appealed a judgment granting the tenant relief from forfeiture and declaring a valid lease renewal.

The tenant had failed to provide written notice to renew the commercial lease but had engaged in oral and written negotiations with the landlord.

The Court of Appeal dismissed the appeal, finding that the landlord had waived the written notice requirement and that the landlord's subsequent correspondence did not clearly revoke the offer to renew, which the tenant validly accepted.

The individual appellant appealed an order striking her claim and denying her leave to represent the corporate appellant under Rule 15.01.

The Court of Appeal dismissed the appeal, finding that the motions judge correctly concluded the individual appellant lacked legal capacity to sue, as the cause of action belonged to the corporation.

The Court further held it lacked jurisdiction to hear the appeal regarding the Rule 15.01 order, as it was interlocutory and appealable only to the Divisional Court with leave.

The appellant appealed a trial judgment finding that the parties had agreed to buy and sell an interest in Prince Diamonds, with all material terms concluded and an implied term that the transaction would be structured to be as tax neutral as possible.

The Court of Appeal dismissed the appeal, finding there was evidence to support the trial judge's findings of fact and inferences.

The appellant appealed a judgment finding no case for equitable set-off and refusing a stay of execution.

The Court of Appeal dismissed the appeal, holding that although the motion judge erred in finding no basis for piercing the corporate veil, he correctly concluded there was no case for equitable set-off because the debt was incurred to a different company prior to a merger.

The court also upheld the refusal to grant a stay of execution due to the lack of connection between the claims.

The appellant insurer appealed a declaration that the respondent insureds were entitled to full coverage of over $20 million for a property loss.

At the time of the loss, the insureds had entered into a conditional Agreement of Purchase and Sale for the property but had not yet obtained court approval.

The Court of Appeal found that the insureds had bargained away their beneficial ownership interest under the agreement and were therefore not entitled to full coverage.

However, the Court held that the insureds were entitled to limited coverage of $2.5 million under the policy's 'Acquired Locations' clause, as the term 'purchased' was sufficiently ambiguous to trigger the contra proferentem doctrine in their favour.

The appeal was allowed in part.

The appellant appealed the dismissal of its application for a declaration that it owned a Porsche purchased from a third party who fraudulently claimed to have bought it from the respondent dealership.

The Court of Appeal allowed the appeal, finding that the dealership's act of registering the vehicle in the appellant's name provided prima facie evidence of the third party's authority to sell.

The appellant was declared the true owner, and a cross-appeal was allowed on consent, ordering the dealership to pay a specified sum to a credit company.

The appellant appealed a trial judgment dismissing its claim for breach of fiduciary duty arising from commercial negotiations.

The appellant argued the trial judge erred in applying the law of fiduciary obligations to parties negotiating towards an agreement.

The Court of Appeal dismissed the appeal, finding no palpable or overriding error in the trial judge's conclusion that none of the indicia of a fiduciary duty were present, as the appellant did not repose trust of a confidential nature and was not vulnerable.

The appellant appealed a decision regarding the interpretation of an agreement of purchase and sale.

The appellant had inserted an earlier date as the acceptance date, which would have shortened the 60-day due diligence period.

The Court of Appeal upheld the motion judge's finding that the contract was created on the date the written acceptance was delivered to the purchaser.

Consequently, the purchaser's withdrawal was within the due diligence period, and it was entitled to the return of its deposit.

The appeal was dismissed.

The plaintiff, an experienced investor, invested in special warrants and special shares of two private companies on the advice of his broker.

The broker failed to warn him of the risks associated with these investments, including the risk that the planned initial public offerings might never take place.

The plaintiff lost his entire investment and sued the broker and her firm for negligence.

The trial judge found the defendants liable but reduced the damages by 50% due to the plaintiff's contributory negligence in signing subscription agreements without reading them.

The defendants appealed.

The Court of Appeal dismissed the appeal, upholding the trial judge's findings that the broker breached her duty to warn and that her misrepresentation precluded the defendants from relying on the subscription agreements to raise an estoppel.

Following the release of the appeal judgment, the appellants requested clarification on the effect of the judgment on two aspects of the trial judge's order for interest.

The Court of Appeal clarified that interest on the respondents' share of Vicbir's RDTOH remains at 6% per annum from January 1, 2001.

The Court also clarified that interest on the share of sums payable to one of the respondents should be calculated on the net amount owing after deducting the sum she owed for reacquired shares.

The appellant landlord appealed a decision interpreting a commercial lease.

The motion judge held the tenant was entitled to a rent reduction for increases in real estate taxes and ordered a reference to determine the apportionment of snow removal costs.

The Court of Appeal allowed the appeal in part, finding the lease only protected the tenant from tax increases resulting from a specific 1998 assessment appeal, not from general rate increases.

However, the Court upheld the order for a reference regarding snow removal costs, finding the lease's audit clause did not preclude it.

The appellant bank appealed a trial judgment holding it liable for the unauthorized transfer of $4 million of the respondent's funds.

The appellant argued the trial judge erred by relying on hearsay evidence to reject its defences of acquiescence, ratification, and contributory negligence, by failing to draw an adverse inference, and by not reducing damages.

The Court of Appeal dismissed the appeal, finding the out-of-court statements were properly admitted to show the respondent's state of mind, not for their truth.

The court also upheld the trial judge's findings on the adverse inference and damages.

The appellant created a calendar and sold advertising space to pharmaceutical companies.

The respondent, a trade association, directed its members not to advertise in the calendar, claiming it violated their Code of Marketing Practices.

This direction destroyed the appellant's business.

The appellant sued for intentional interference with economic relations.

The trial judge found the respondent's initial letter was tortious but cured by a subsequent legitimate ruling.

The Court of Appeal allowed the appeal, finding the respondent had no authority under its Code to prohibit members from advertising in third-party products.

The Court held the unauthorized ruling constituted unlawful means, satisfying the elements of the tort of intentional interference with economic relations, and directed a reference on damages.

The appellants appealed a trial judgment finding that no enforceable agreement was reached for a fur salon licence, as essential terms were missing.

The respondent cross-appealed the finding that it negligently misrepresented its ability to terminate an existing licence, and appealed the costs award, specifically the allowance of expert witness fees as a full disbursement on a partial indemnity scale.

The Court of Appeal dismissed the appeal, cross-appeal, and costs appeal, holding that the trial judge made no palpable errors and correctly treated expert fees as disbursements not subject to partial indemnity reduction.