Corporate/Commercial Law - ONCA

The appellants appealed a motion judge's order requiring them to pay an additional $528,113 pursuant to a settlement agreement.

The appellants argued the motion judge erred in accepting the evidence of the respondents' expert accountant regarding management fees, professional fees, and benefits.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the motion judge's factual findings or his decision to prefer the expert's evidence over that of an interested party, especially since the appellants did not object to the report's admissibility or file their own expert report.

The appellants appealed a summary judgment decision, arguing the motion judge erred in accepting the respondent's expert evidence on the interpretation of the commercial reasonableness standard under the Uniform Commercial Code.

The Court of Appeal dismissed the appeal, finding the motion judge was entitled to accept the expert's opinion, especially since the appellants chose not to put forward any expert evidence of their own.

The court also rejected arguments regarding the expert's alleged bias.

The appellants appealed a trial judgment that allowed the respondent's claim for $164,444.27, representing 33 per cent of a tax credit figure in a SRED submission prepared by the respondent.

The Court of Appeal dismissed the appeal, finding no error in the trial judge's reasons given the absence of contrary evidence from the appellants.

The appellants appealed a trial judgment ordering them to pay compensation to the respondent for breach of fiduciary duty in a failed restaurant venture.

The trial judge found the appellant breached his duty by causing his solely owned corporation to enter into a secret lease agreement with the partnership.

The Court of Appeal dismissed the appeal, finding that the Partnership Act did not preclude the respondent from suing in his own right, the respondent had not elected an exclusive remedy, and the trial judge made no palpable and overriding error in finding a breach of fiduciary duty or in the remedy awarded.

The Court also significantly reduced the respondent's costs claim, finding it excessive.

The appellant, an unregistered broker, sued for compensation under an agreement to sell the respondents' business and real estate.

The motion judge stayed the action under s. 22 of the Real Estate and Business Brokers Act, which bars actions for remuneration in connection with a trade in real estate by unregistered persons.

On appeal, the Court of Appeal held that s. 22 does not apply to the sale of a business effected by a share transaction, relying on Supreme Court precedent.

The stay was set aside regarding the claim for the sale of the business, but affirmed for claims relating to the lease extension and other services.

The appellant, SimEx Inc., acquired rights to certain films from IMAX Corporation under a Transfer Agreement.

A dispute arose when a third party, Robots of Mars, Inc., commenced arbitration in California claiming unpaid royalties under a prior Production Agreement with IMAX.

IMAX cross-claimed against SimEx, arguing SimEx assumed all liabilities under the Production Agreement.

SimEx applied for a declaration in Ontario that it was not bound by the Production Agreement's arbitration and royalty clauses.

The application judge dismissed the application, finding the assignment conveyed both benefits and burdens.

The Court of Appeal allowed the appeal, holding that the unambiguous terms of the Transfer Agreement only transferred ownership rights to the films, not the contractual obligations of the Production Agreement.

The appellants appealed a trial judgment finding them liable for prospectus misrepresentation under s. 130(1) of the Securities Act.

The trial judge had held that the appellants had a continuing obligation to disclose poor intra-quarterly financial results before the closing of their initial public offering, and that their failure to do so rendered an implied representation of objective reasonableness in their financial forecast false.

The Court of Appeal allowed the appeal, holding that the Act distinguishes between material facts and material changes, and imposes no continuing obligation to disclose material facts after a prospectus receipt is issued.

The Court further held that the trial judge erred in implying a representation of objective reasonableness and in failing to apply the business judgment rule to management's assessment of the forecast.

The appellant, a dissolved corporation, sought to enforce a judgment obtained prior to its dissolution.

The motions judge found that the corporation lacked capacity to carry out enforcement proceedings absent authority from the Crown, as its property had vested in the Crown upon dissolution pursuant to s. 244 of the Business Corporations Act.

The motions judge also found an accidental omission or slip under Rule 59.06.

The Court of Appeal dismissed the appeal, upholding the motions judge's findings on both capacity and the application of Rule 59.06.

The appellant appealed a finding of contempt for breaching a non-compete clause in a court order.

The Court of Appeal dismissed the appeal, finding ample evidence that the appellant had the requisite knowledge of the order or was wilfully blind to it.

Furthermore, the appellant admitted to breaching the clause after being personally served with the contempt motion.

The appeal was dismissed with costs awarded to the respondent.

The moving parties, two directors who were removed from the board of a company undergoing restructuring under the Companies' Creditors Arrangement Act, sought an order expediting the hearing of their motion for leave to appeal the removal order.

The court granted the motion to expedite, finding that the fast-moving and unpredictable nature of CCAA proceedings required a generous view of urgency to provide the board with certainty regarding its composition during a critical phase of restructuring.

The appellant appealed a trial judgment dismissing its claims for breach of an agency agreement, negligent misrepresentation, and breach of contract.

The trial judge found no agency agreement existed, no reasonable reliance on interest rate statements, and no duty to advise of commission changes.

The Court of Appeal dismissed the appeal, finding evidence supported the trial judge's findings and rejecting the argument that lack of reliance was not pleaded.

The appellant appealed a trial judgment awarding damages for unpaid commissions, computer use, and the Infranor contract.

The Court of Appeal dismissed the appeal, finding that the claim was for unpaid commissions rather than loss of profits, the respondent had paid for computer use, and the trial judge's conclusion regarding the Infranor contract was open to him on the record.

The appeal was dismissed with costs.

The appellant appealed a finding of liability under the Sale of Goods Act and the dismissal of its counterclaim regarding a defective machine.

The respondent cross-appealed the damages award, seeking compensation for lost business.

The Court of Appeal upheld the liability finding, noting the trial judge made no palpable and overriding error in determining the machine was not reasonably fit for its purpose.

However, the Court reduced the damages awarded for lost time during service calls to prevent overcompensation and allowed a portion of the counterclaim for moving expenses.

The cross-appeal for loss of business was dismissed as the claims were too speculative.

The appellants appealed a judgment declaring that the respondents had properly rescinded a franchise agreement under section 6 of the Arthur Wishart Act (Franchise Disclosure), 2000.

The appellants argued that the respondents never became 'franchisees' because the transaction did not close, and that the application judge improperly pierced the corporate veil.

The Court of Appeal dismissed the appeal, finding that all necessary documents were executed, the full purchase price was paid, and the various corporate appellants operated essentially as a single entity.

The appeal was dismissed with costs fixed at $2,000.

An employee of the respondent defrauded the company by preparing cheques payable to a variation of a legitimate supplier's name and depositing them into his own account at the appellant bank.

The trial judge found the appellant bank liable for conversion and ordered it to pay damages.

On appeal, the appellant argued that conversion requires blameworthy conduct, and raised defences under the Bills of Exchange Act, including the fictitious payee and holder in due course defences.

The Court of Appeal dismissed the appeal, affirming that conversion is a tort of strict liability and that the statutory defences did not apply because the drawer intended to pay a legitimate debt and the cheques were not delivered by an authorized party.

The appellant appealed a summary judgment dismissing his action against Mercedes-Benz Credit of Canada.

The appellant alleged that Mercedes improperly interfered with his negotiations with his insurer regarding a truck damaged by fire, causing a decrease in the truck's value.

The Court of Appeal dismissed the appeal, finding no evidence to support the appellant's claim that Mercedes improperly interfered, as Mercedes had a legitimate interest in the vehicle and the insurance proceeds.

The appellant appealed a trial judgment regarding adjustments to a construction contract price for additional excavation and haulage costs.

The trial judge held that the adjustments were governed by a specific letter and unit prices in Schedule A, rather than the general work changes provision in Article 12 of the contract.

The Court of Appeal agreed with this interpretation, noting the parties' conduct was consistent with it.

The appellant's argument that compensation should be based on costs plus 10 percent under Article 12 was rejected, as it was not pleaded at trial.

The appeal was dismissed with costs of $10,000 to the respondent.

The appellant tenant terminated a commercial lease, arguing the landlord failed to complete the building in accordance with the schedule.

The trial judge found the tenant acted unreasonably and not in good faith by failing to consider other contractual options, such as completing the work itself and deducting the cost from rent.

The Court of Appeal upheld the liability finding but allowed the appeal on damages in part, reducing the damages award by the $50,000 it would have cost to complete the building.

The cross-appeal on damages was dismissed due to the landlord's failure to mitigate.

The appellant appealed a judgment finding that the fair market value of collateral was less than the debt owed to the respondent.

The Court of Appeal dismissed the appeal, finding no basis to interfere with the motion judge's finding, as the receiver's efforts to sell the asset supported the respondent's position and the appellant offered no contrary evidence.

The appellants appealed a judgment that ordered judgment in accordance with an offer to settle, permitted equitable set-off, and extinguished the remainder of the debt owing to the bank.

The Court of Appeal upheld the judgment regarding the offer to settle and equitable set-off, but found no evidentiary foundation or reasons for extinguishing the remainder of the debt.

The appeal was allowed in part to vary the judgment, directing that all monies paid pursuant to the offer to settle be used to set-off the indebtedness, without extinguishing the remaining debt.