Corporate/Commercial Law - ONCA

The appellant appealed a trial judgment awarding the respondent $85,000 in damages for lost profits resulting from a one-month delay in the installation of a new printing press due to a breach of contract.

The appellant argued the damage award lacked evidentiary foundation and that the trial judge erred in admitting the respondent's accountant's evidence without qualifying him as an expert.

The Court of Appeal dismissed the appeal, finding ample evidence to support the loss of profits and concluding that the trial judge's assessment was not mere guesswork.

The Court also held that while it would have been preferable to qualify the accountant as an expert, admitting his evidence was not a reversible error.

The appellant lender appealed the dismissal of its claim against a law firm that acted for both sides in a loan transaction, alleging conflict of interest and failure to advise on risks.

The respondent mortgagors cross-appealed, arguing the mortgage was invalid because the law firm failed to insist the wife obtain independent legal advice.

The Court of Appeal dismissed both appeals, upholding the trial judge's findings that no disqualifying conflict existed, the lender would have proceeded regardless of further advice, and the wife would have signed the mortgage even with independent legal advice because the loan benefited her family.

The appellant appealed a trial judgment finding the respondents were entitled to a final payment under a Customer Agreement.

The Court of Appeal dismissed the appeal, agreeing with the trial judge that the building was 'complete and ready for occupancy' within the required 24-month period.

The Court rejected the appellant's argument that an occupancy permit was required, noting the Building Code Act does not mandate one as a condition of occupancy and the unilaterally imposed agreement terms did not explicitly require it.

The appeal regarding prejudgment interest and costs was also dismissed.

The appellants appealed an application judge's interpretation of a profit-sharing clause in agreements concerning commercial real estate properties.

The application judge had held that 'net profit' included revenue earned and that mortgage and loan interest were 'non-recovered costs'.

The Court of Appeal allowed the appeal in part, finding that the application judge erred by imposing an interpretation of 'net sale proceeds' that was not argued and was inconsistent with the unambiguous language of the clause.

The Court also held that mortgage and loan interest were not 'non-recovered costs' within the meaning of the agreements.

The appellant lessor and the lessee were both named insureds under an automobile insurance policy.

The lessee unilaterally directed the insurer to delete all coverage except fire and theft.

The vehicle was subsequently destroyed in an accident.

The insurer denied the lessor's claim on the basis that coverage had been deleted.

The Court of Appeal allowed the lessor's appeal, holding that the insurance contract provided several, not joint, coverage.

Therefore, one co-insured could not unilaterally cancel the coverage of the other without the insurer providing 15 days' prior notice and obtaining the express or implied consent of the co-insured lessor.

The appellant, an Ontario corporation, sought to enjoin an Israeli bank from drawing upon a letter of credit issued by a Canadian bank in Ontario.

The motion judge stayed the action, finding that Israel was the more convenient forum.

The Court of Appeal dismissed the appeal, holding that while Ontario had jurisdiction, the motion judge did not err in concluding that Israel was the more convenient forum given that the majority of witnesses and evidence were located there, and the factual matters in dispute arose in Israel.

The appellant, the directing mind of the plaintiff company, appealed two costs orders made against him personally.

The motion judge had awarded substantial indemnity costs against the appellant for both the dismissal of the company's claim and the failure of the appellant's summary judgment motion on the defendants' counterclaim.

The Court of Appeal allowed the appeal in part, setting aside the costs order relating to the company's claim because the company was not a sham or 'man of straw' used to shield the appellant from liability.

However, the court upheld the costs order relating to the counterclaim, as the appellant was a party to that proceeding and the summary judgment motion was unreasonable.

The appellant appealed and the respondents cross-appealed from a judgment concerning restitution, negligent misrepresentation, conversion, and assignment/preference issues.

The Court of Appeal found no palpable and overriding error in the trial judge's factual findings or legal analysis.

Both the appeal and cross-appeal were dismissed without costs.

The appellant, an execution creditor of a dissolved corporation, appealed an order dismissing his action for lack of capacity to sue.

The motion judge had found that the appellant's action against the dissolved corporation was a nullity and that he lacked capacity to advance the corporation's claims.

The Court of Appeal allowed the appeal, holding that under the Business Corporations Act, a civil action may be brought against a dissolved corporation and its property remains available to satisfy judgments.

The court found that the appellant acquired the dissolved corporation's rights from the Public Guardian and Trustee upon execution of his consent judgment, giving him the legal capacity to advance the claim.

The appellant appealed a trial judgment dismissing his claims in contract and negligence against the City of Toronto and its officials.

The Court of Appeal found no reversible error, deferring to the trial judge's findings that no contract was formed and that there was no negligence on the part of the City's officials.

The appeal was dismissed with costs.

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

The Court of Appeal found that the motion judge correctly determined that a key paragraph in the Bank's supporting affidavit should be ignored because the affiant failed to disclose the sources of her knowledge.

However, having made that determination, the motion judge erred in granting summary judgment, as there remained a genuine issue for trial regarding how much, if anything, the corporate appellant owed the Bank.

The appeal was allowed and the Bank's motion for summary judgment was dismissed.

The appellant appealed a trial judgment finding it liable for breach of contract and awarding damages to the respondent.

The Court of Appeal upheld the trial judge's finding that the appellant breached an implied term of the contract by unreasonably refusing to allow a pile of unmarketable mulch to be moved, thereby frustrating the respondent's performance.

The Court also upheld the damages assessment and the 30% reduction in damages, noting that while the trial judge erred in applying contributory negligence to a contract claim, the reduction was supportable on the basis of causation because the respondent failed to separate pulp from mulch.

The appellant payroll provider paid the wages of the corporate respondent's employees without first receiving sufficient funds from the corporation.

The appellant sued a director of the corporation for unjust enrichment, arguing that its payment relieved the director of her statutory liability for unpaid wages under s. 131 of the OBCA.

The Court of Appeal dismissed the appeal, holding that the primary obligation to pay wages belonged to the corporation, not the director.

The director received no direct benefit and was not unjustly enriched.

Furthermore, the appellant could not be subrogated to the employees' rights because the employees had been paid and had no claim against the director.

The appellant appealed the dismissal of its action against the City of Toronto for breach of contract and other claims arising from a public tender process.

The trial judge dismissed the action primarily because it was barred by the six-year limitation period under the Limitation Act, finding the appellant knew or ought to have known the material facts by September 1990 but did not commence the action until February 1997.

The Court of Appeal agreed with the trial judge's limitation period analysis and found no palpable and overriding error in her alternative findings dismissing the substantive claims.

The appeal was dismissed with costs.

The respondent sold goods to 'Promised Land' and sued the appellant numbered company for unpaid invoices.

The trial judge granted judgment for the respondent.

The appellant appealed, arguing the trial judge decided the case on an unpleaded basis and improperly pierced the corporate veil, as the goods were allegedly purchased by a related entity, Promised Land Inc. The Court of Appeal dismissed the appeal, finding the pleadings squarely raised the issue of the proper defendant, and the appellant and its related entity dealt interchangeably with the respondent, making both proper defendants.

The appellant appealed a trial judgment awarding damages to the respondent for wrongful termination of a commercial lease and the aborted sale of the respondent's business.

The Court of Appeal upheld the trial judge's findings on liability, agreeing that the appellant wrongfully terminated the lease and unreasonably withheld consent to assign it.

However, the Court varied the damages award, reducing it by $10,000 to account for legal fees the respondent had not actually paid.

The respondent's cross-appeal for punitive and aggravated damages was dismissed.

The plaintiff, a private utility with an exclusive electricity supply agreement with the Town of Gananoque, sued the Crown for negligence, wrongful expropriation, and misfeasance in a public office following the deregulation of Ontario's electricity market.

The Crown moved to strike the statement of claim.

The motion judge and Divisional Court allowed all three claims to proceed.

On further appeal, the Court of Appeal struck out the negligence and wrongful expropriation claims, finding no duty of care owed to the plaintiff and no appropriation of property.

However, the Court allowed the claim for misfeasance in a public office to proceed, as it was adequately pleaded.

The appellant appealed a trial judgment regarding the division of real estate commissions.

The trial judge had found that the principal of the broker corporation had agreed not to take any part of the appellant's earnings, but held that this waiver did not bind a new shareholder.

The Court of Appeal allowed the appeal, finding that the trial judge erred by failing to distinguish between the corporation and its shareholders.

The corporation remained bound by the agreement regardless of the change in shareholders, and the Real Estate and Business Brokers Act did not entitle the broker to a percentage of commissions it had agreed to waive.

The appellant appealed a decision interpreting a commercial lease.

The Court of Appeal upheld the motion judge's finding that the word 'net' in section 2.03(a) of the lease applied to 'Taxes', and that the lease did not require the tenant to pay more than its share of the taxes actually paid under a 'Gross up' argument.

The appeal was dismissed with costs.

The applicant, JPMorgan Chase Bank, sought leave to appeal.

The Court of Appeal for Ontario refused leave to appeal for oral reasons and awarded costs on a partial indemnity basis to the respondents, totaling $22,500.