Corporate/Commercial Law - ONCA

The appellant appealed a decision finding that the respondent's submission to arbitration was not time-barred.

The Court of Appeal upheld the application judge's interpretation of the commercial agreement, agreeing that the parties were obliged to attempt to resolve the dispute over information delivery and costs before proceeding to arbitration.

The appeal was dismissed with costs.

The appellants appealed a trial judgment that awarded a remedy based on misrepresentation.

The appellants argued that the trial judge erred by making findings of fraudulent misrepresentation after the respondents' counsel expressly stated at the outset of trial that they were not claiming fraud.

The Court of Appeal dismissed the appeal, finding that while a remedy could not be based on fraud, the trial judge properly characterized the misrepresentations as negligent, which fully justified the remedy awarded.

The appellants appealed a trial judgment awarding the respondent $2.25 million in quantum meruit damages for services provided in developing a manufacturers' outlet mall.

The respondent had provided extensive development and leasing services under the mistaken belief that the parties were in a joint venture.

The Court of Appeal dismissed the appeal, finding that the trial judge correctly applied a 'value received' approach rather than a 'value added' approach, properly relied on the respondent's expert valuation evidence, and reasonably assessed the fair market value of the unique services provided.

The court also upheld the finding that the appellant construction management company was jointly liable as a co-venturer.

The appellant, a secured creditor, appealed an order approving a receiver's proposed purchase agreement and technology license agreement for the assets of the respondent companies.

The appellant argued that the proposal was identical to one previously rejected by another judge.

The Court of Appeal dismissed the appeal, finding that the new proposal differed significantly and that the motion judge appropriately applied the Soundair principles in approving the transaction, given the changed circumstances and the need to sell the subsidiary as a going concern.

The appellants appealed an order finding them in contempt of a receivership order.

They argued the motion judge erred by declining to draw an adverse inference against the receiver for failing to call two independent witnesses, and that this failure reversed the burden of proof.

The Court of Appeal dismissed the appeal, holding that drawing an adverse inference is discretionary and the motion judge made no palpable and overriding error in his findings of fact and credibility.

The appellants appealed a summary judgment declaring a franchise agreement validly rescinded under the Arthur Wishart Act and finding that the individual appellant and a subleasing entity were franchisor's associates.

The Court of Appeal upheld the finding regarding the individual appellant, as he owned 50% of the franchisor's shares and ran its day-to-day business.

However, the court allowed the appeal regarding the subleasing entity, finding no evidence that it exercised significant operational control over the franchisee, and directed that issue to proceed to trial.

The appellants appealed an order enforcing a settlement agreement.

The respondent had purported to accept a Rule 49 offer to settle after a supervisor was appointed over the corporate appellants and after transferring his interest in a shareholder loan to his daughter.

The Court of Appeal allowed the appeal, finding that the supervision order contained a stay provision and Rule 11 applied to the transfer of interest.

Consequently, accepting the offer and bringing the motion to enforce were steps in the proceeding that required leave of the court, which was not obtained.

The appellants appealed a summary judgment order granting the respondent $60,526.99 for unpaid work.

The Court of Appeal dismissed the appeal, finding that the respondent adduced evidence supporting the outstanding amount and the appellants failed to raise a triable issue.

The Court also upheld the judgment against the various corporate entities controlled by the individual appellant, clarifying the specific amounts recoverable against each entity.

The appellants appealed a summary judgment dismissing their claim for indemnification under a commercial agreement due to failure to provide timely notice.

The Court of Appeal upheld the motion judge's interpretation that the 18-month notice requirement was a condition precedent to the right of indemnity.

The Court also rejected the argument that the notice provision was void under section 22 of the Limitations Act, 2002, holding that a contractual notice requirement does not vary or exclude a statutory limitation period, but rather acts as a condition precedent for a cause of action to accrue.

The appellant appealed a trial judgment finding he defrauded the respondent in the sale of a business and awarding damages.

The Court of Appeal upheld the trial judge's findings on liability and the valuation of the business.

The Court also upheld the award of $402,000 in consequential damages for wasted expenses incurred by the respondent in attempting to salvage the unviable business.

The appeal was dismissed, subject to a minor clarification in the formal order to prevent double counting of damages.

The appellants appealed a motion judge's order permitting the respondent to amend the style of cause from M. C. Trading of Canada Inc. to Meneses-Canso Bros.

Trading Ltd. The Court of Appeal dismissed the appeal, finding that the amendment was appropriate as it was a simple case of misnomer and the appellants were always aware of the true identity of the company they were dealing with.

The appellant appealed a trial judgment finding him personally liable for a pre-incorporation lease he signed.

The Court of Appeal upheld the trial judge's finding that the corporation did not signify its intention to be bound by the lease within a reasonable time after coming into existence, as required by s. 21(2) of the Business Corporations Act.

The appeal was dismissed with costs.

The plaintiff appealed the trial judge's dismissal of its fraudulent conveyance action against the debtor's wife on a non-suit motion.

The debtor cross-appealed the trial judge's decision granting judgment on his personal guarantee without allowing him to make closing arguments.

The Court of Appeal dismissed both appeals.

While the trial judge erred in denying the debtor the opportunity to make closing arguments, this did not amount to a miscarriage of justice.

Furthermore, although the trial judge applied the wrong test on the non-suit motion by weighing competing inferences rather than assessing if a prima facie case was made, the trial judge correctly concluded on the merits that the plaintiff failed to establish fraudulent intent.

The appellant supplied construction materials to the respondent and signed an agreement acknowledging full payment.

The appellant later discovered it had failed to bill for several deliveries and sought to recover the outstanding amount, arguing the agreement should be set aside for common mistake.

The Court of Appeal dismissed the appeal, finding that the agreement allocated the risk of mistake to the appellant, the mistake was the appellant's fault, and the respondent had altered its position.

The appellants appealed a summary judgment enforcing two guarantees they provided for the indebtedness of their corporation.

The Court of Appeal found no error by the motion judge, concluding there was no triable issue regarding an enforceable agreement between the respondents and the corporation, nor any indication that such a contract was a term of the guarantee.

The appeal was dismissed with costs.

The appellant appealed a trial judgment dismissing its application for specific performance of an alleged agreement to purchase shares.

The trial judge found no binding contract had been formed.

The Court of Appeal allowed the appeal, finding the trial judge erred by focusing entirely on the subjective intent of the respondent's negotiator rather than applying the objective test for contract formation.

However, the Court declined to grant specific performance, noting that applying the objective test could still lead to a finding of no contract, and remitted the matter for a new trial.

The appellants appealed a trial judgment, arguing the trial judge erred in her factual findings and misdirected herself on the legal principles regarding confidential information by focusing on ownership.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's factual and credibility findings.

The Court also held that the lack of proof of ownership of the confidential information was highly relevant, as there was no evidence the appellants had the legal right to compel its return or were authorized agents of the owner.

The appellants appealed a trial judgment dismissing their claims for wrongful dismissal and shareholder oppression.

The trial judge found the appellant engaged in insubordination, angry confrontations, and drove a tractor at the manager, constituting just cause for dismissal.

The trial judge also found that while there were deficiencies in the business's conduct, they did not prejudice the appellant, and thus no oppression remedy was warranted.

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

The appellants appealed an order staying their entire proceeding pending the corporate revival of one of the plaintiffs.

The Court of Appeal dismissed the appeal, holding that the motion judge had the discretion to stay the entire proceeding in the interests of efficiency, as it was preferable for both plaintiffs' actions to proceed together.

The appellant commercial tenant appealed an order granting relief from forfeiture on strict terms.

The tenant argued that the landlord's notice of default did not comply with s. 19(2) of the Commercial Tenancies Act and that the terms of the relief, which required extensive repairs and financial disclosure, were too strict.

The Court of Appeal dismissed the appeal, finding the notice of default sufficient and the terms of the discretionary relief appropriate and within the scope of the lease.