Corporate/Commercial Law - ONCA

The appellant, holding a perfected general security agreement over the assets of a company in receivership, appealed a motion judge's decision granting priority over three injection molding machines to the unpaid supplier.

The supplier had delivered the machines but retained title pending payment and electrical safety certification, which had not yet been obtained.

The Court of Appeal dismissed the appeal, upholding the motion judge's finding that because the conditions of sale were not met, the debtor had not acquired any rights in the machines to which the appellant's security interest could attach under the Personal Property Security Act.

The appellant developer appealed a summary judgment dismissing its claim for specific performance of an alleged agreement to purchase development lands for over $45 million.

The appellant argued that the respondents' negotiators had actual or ostensible authority to conclude the agreement.

The Court of Appeal dismissed the appeal, finding no evidence of actual authority and no representations by the principals to support a finding of ostensible authority.

The appellants appealed a trial judgment finding them liable for negligent misrepresentation regarding the costs of goods sold ratio in a contract.

The Court of Appeal dismissed the appeal, holding that the trial judge was entitled to find negligent misrepresentation and detrimental reliance.

The Court further held that the misrepresentation did not fall within the contract's entire agreement clause and upheld the damages assessment.

The appellant investor appealed the dismissal of his action against his investment advisor and brokerage firm for damages arising from advice regarding the sale and acquisition of shares, including Bre-X shares.

The appellant argued the trial judge erred in not finding a fiduciary relationship and in failing to find the advisor's conduct wrongful.

The Court of Appeal dismissed the appeal, finding the trial judge correctly applied the test for a fiduciary relationship and that the findings regarding the advisor's conduct were supported by the evidence with no palpable and overriding error.

The appellants appealed an order declaring that the interest in a partnership agreement was owned as joint tenants rather than tenants in common.

The Court of Appeal dismissed the appeal, finding that the language of the partnership agreement inevitably led to the conclusion of joint tenancy.

The dismissal was made without prejudice to other broader legal claims regarding the distribution of the property.

The appellant guaranteed her husband's business loans and provided a collateral mortgage on her home.

The bank later agreed to replace the guarantee with a new conventional mortgage, but subsequently sued on the original guarantee, which the appellant settled.

When the bank sued to enforce the new mortgage, the appellant raised defences of negligence, unconscionability, misrepresentation, and undue influence.

The Court of Appeal dismissed the defences against enforcement, finding the appellant had independent legal advice and entered the transaction freely, rebutting any presumption of undue influence.

However, the Court allowed an equitable set-off against the mortgage debt for the damages the appellant suffered when the bank breached its agreement by suing on the original guarantee.

In a complex family business dispute, the respondents moved to lift the automatic stay of substantial money judgments pending appeal, or alternatively for interim costs or security for costs.

The appellants brought a cross-motion to stay certain mandatory tracing orders pending appeal.

The Court of Appeal dismissed both motions.

The court found the appeals were not devoid of merit and the respondents failed to establish sufficient hardship or risk of asset dissipation to justify lifting the stay.

The court also found the appellants failed to demonstrate irreparable harm to justify staying the mandatory tracing orders.

The appellants appealed a summary judgment order.

The Court of Appeal allowed the appeal, finding triable issues regarding whether the president of Lason Canada had a duty to disclose off-balance sheet payments and whether he participated in including tailwind revenues, both of which allegedly inflated the EBITDA calculation.

The summary judgment was set aside and the motion dismissed.

The appellant appealed a trial judgment finding an enforceable contract for the sale and delivery of shares to the respondent.

The trial judge found the contract was partly written and partly oral, with all essential terms agreed upon, including the provision of $1 million in shares priced at half market value as of the respondent's start date.

The Court of Appeal upheld the trial judge's findings, noting there was a clear meeting of the minds and no palpable error.

The respondent's cross-appeal regarding the assessment of damages was also dismissed, as the trial judge was justified in fixing the assessment as of the notice of termination date.

Both the appeal and cross-appeal were dismissed with no costs.

The appellants appealed a decision finding that no unconditional contract arose between the parties that would create a security interest requiring registration when the appellants took possession of two trucks.

The Court of Appeal dismissed the appeal, holding that the application judge's finding that the agreement was conditional on obtaining financing was a finding of fact supported by the record, and there was no palpable and overriding error.

The appellants appealed from a judgment granting summary judgment and dismissing a motion to set aside a default judgment.

The Court of Appeal allowed the appeal, finding that there were triable issues regarding margin requirements, the respondent's conduct, and the 'Know Your Client Rule'.

The court also set aside the default judgment against one of the appellants, finding an arguable defence on the merits regarding undue influence and the respondent's obligation to ensure she understood the indemnity.

The appeal concerning Grove Packaging Inc. was dismissed on consent on a without costs basis.

The appellant, a single-purpose company incorporated for an acquisition, appealed a decision finding that solicitor-client privilege was lost due to a prima facie case of fraud.

The motion judge found that the appellant used corporate funds to benefit itself to the detriment of creditors.

The Court of Appeal dismissed the appeal, holding that because the finding of fraud embraced the entirety of the transaction, the usual two-stage process and document-by-document review were unnecessary.

The appellant appealed a decision interpreting Clause 2.7 of an asset purchase agreement.

The Court of Appeal agreed with the motion judge that the clause was clear and unambiguous, producing a commercially reasonable result.

The court upheld the refusal to admit extrinsic evidence or direct a trial on the rectification claim, and dismissed the claim against Stikeman Elliott.

The appeal was dismissed with costs.

The appellant landlords leased commercial space to the respondent, who subsequently assigned the leases.

The assignee became insolvent and repudiated the leases pursuant to s. 65.2 of the Bankruptcy and Insolvency Act.

The landlords sued the original tenant for rent arrears.

The motion judge dismissed the actions, finding the repudiation terminated the leases for all purposes.

The Court of Appeal allowed the appeal, holding that a repudiation under s. 65.2 only affects the obligations of the insolvent assignee and does not terminate the lease or release the original tenant from its primary liability to the landlord.

The appellant appealed a decision finding that its action under s. 132 of the Insurance Act was barred by the limitation period in paragraph 4 of the insurance contract.

The Court of Appeal agreed with the lower court, noting there was no contractual language or conduct by the parties that would warrant departing from this result on public policy grounds.

The appeal was dismissed with costs fixed at $4,500.

The appellant appealed a trial judgment finding that the vendor had given written consent to the lease of the premises.

The Court of Appeal dismissed the appeal, holding that there was ample evidence to support the trial judge's finding and that the vendor's purported withdrawal of consent was ineffective.

The appellant brought an action for foreclosure on a mortgage given by the respondents as security for a guarantee of their son's company's debts.

The trial judge granted judgment for the mortgage amount but allowed the respondents' counterclaim for breach of fiduciary duty based on alleged collateral assurances, awarding a set-off.

The Court of Appeal allowed the appeal, holding that while the trial judge correctly found the guarantee valid and collateral assurances inadmissible to contradict it, he erred in finding those same assurances created a fiduciary relationship.

The counterclaim was dismissed and costs awarded to the appellant.

The appellants appealed a trial judge's finding that the relationship between the parties was a debtor-creditor relationship rather than a partnership.

The Court of Appeal dismissed the appeal, finding it was open to the trial judge to make that determination.

The appellant sought specific performance of an agreement with an abatement equivalent to damages caused by the respondents' alleged breach of a promise of confidentiality.

The Court of Appeal upheld the motions judge's conclusion that the promise was collateral to the agreement and that specific performance with an abatement is not available in these circumstances.

The appeal was dismissed.