Corporate/Commercial Law - ONCA

The appellant and respondent worked together to develop an automated attenuator for Lockheed Martin.

The respondent represented to the appellant that it would be the sole supplier.

However, the respondent secretly approached a competitor, rigged the bids to favour the competitor, and the competitor won the contract.

The trial judge dismissed the appellant's claims for negligent misrepresentation and breach of good faith.

On appeal, the Court of Appeal allowed the appeal in part, finding that the elements of negligent misrepresentation were met because the respondent negligently continued to represent the appellant as the sole supplier, causing the appellant to rely on this to its detriment.

A new trial was ordered to assess damages.

The appellant, Hyundai Auto Canada Corp., appealed a summary judgment requiring it to pay $175,000 to the respondent, Canadian Soccer Association, for breach of a sponsorship agreement.

Hyundai had terminated the agreement without the required 90 days' notice after another sponsor, Tide, withdrew.

The Court of Appeal upheld the motions judge's finding that Tide's continued involvement was not a material term of the contract and that Hyundai was required to provide notice of termination.

The appeal was dismissed.

The appellant appealed a trial judgment, arguing the trial judge erred in refusing an adjournment due to late disclosure, making blanket credibility findings, allowing an amendment to the interest rate claimed, finding an agreement on an 18 per cent interest rate, and awarding excessive costs.

The Court of Appeal dismissed all grounds of appeal, finding no prejudice from the late disclosure, sufficient support for credibility findings, that the interest rate amendment was not a new claim, and sufficient basis for the interest rate agreement.

The application to file fresh evidence was also dismissed, and costs of the appeal were awarded to the respondent.

The appellant vendor appealed a decision granting the respondent purchaser the right to terminate an agreement of purchase and sale for a pre-construction condominium unit and the return of his deposits.

The vendor had failed to provide occupancy by the specified closing date and argued the agreement implicitly allowed for extensions until the unit was substantially completed.

The Court of Appeal dismissed the appeal, finding that the agreement did not grant the vendor a unilateral right to extend the closing date and that the purchaser had not waived his right to terminate.

The appellant appealed a decision denying him interest on a shareholder's loan.

The Court of Appeal dismissed the appeal, finding no basis for interest as there was no agreement between the shareholders, no demand for repayment, no finding of oppression, and no judgment upon which to award prejudgment interest.

The appellants, life insurance companies, appealed a trial judgment finding that transactions involving their participating accounts to finance a corporate acquisition breached the Insurance Companies Act.

The Court of Appeal upheld the trial judge's findings that the transactions breached the Act by failing to comply with generally accepted accounting principles, improperly allocating expenses, and constituting prohibited transfers.

However, the Court allowed the appeal in part regarding the remedy, finding that the trial judge's order to return $390 million to the participating accounts via litigation trusts was overly broad and akin to an oppression remedy not available under the Act.

Instead, the Court ordered the transactions unwound as of the present, with adjustments for expense savings already received.

The appellant appealed a motion judge's decision granting a partial award for storage and demurrage charges in an arbitrary amount and directing the balance to trial.

Both parties agreed the motion judge erred in this regard.

The appellant sought to have the entire matter sent to trial, while the respondent cross-appealed for summary judgment for the full amount claimed.

The Court of Appeal allowed the cross-appeal, finding that the appellant failed to put its best foot forward on the summary judgment motion to dispute the quantum or the invoices once the respondent's entitlement to a lien was established.

The respondent was granted judgment for the full amount claimed.

The appellant brought a class action alleging that the respondent transmission repair franchisor breached consumer protection legislation by charging an 'Inspection Service' fee, which the appellant characterized as an illegal fee for an estimate when repairs are authorized and carried out.

The motion judge granted summary judgment dismissing the action, finding the fee was for the labour required to remove and reinstall the transmission, not for an estimate.

The Court of Appeal upheld the decision, agreeing with the motion judge's statutory interpretation and finding no genuine issue requiring a trial.

The appellant appealed a trial judgment finding him personally liable for unpaid invoices totaling $78,798.25.

The appellant argued the contractual relationship was with his numbered company, not him personally.

The Court of Appeal dismissed the appeal, upholding the trial judge's finding that the appellant failed to communicate the change in his business status from a sole proprietorship to a corporation.

The appellant appealed a motion judge's decision refusing to permit the addition of lawyer defendants to a statement of claim.

The motion judge had determined the proposed claims were not tenable at law.

The Court of Appeal allowed the appeal, finding that the proposed fresh as amended statement of claim, which alleged the lawyers provided incorrect advice regarding a share repurchase and litigation exposure, disclosed a tenable cause of action.

The Court also noted the motion judge improperly engaged in an assessment of the merits rather than solely assessing whether the claims were tenable at law.

The appellant appealed an order dismissing its claim as time-barred.

The Court of Appeal agreed with the motion judge that the loan in question was tantamount to a loan payable on demand, and therefore the claim was time-barred.

The appeal was dismissed with costs awarded to the respondents.

The United Mexican States appealed a Superior Court decision dismissing its application to set aside a portion of a NAFTA Chapter 11 arbitration award in favour of Cargill, Incorporated.

The arbitral tribunal had awarded Cargill damages for both its Mexican subsidiary's lost sales and its own lost sales of high fructose corn syrup to the subsidiary ('up-stream losses') resulting from Mexico's trade barriers.

Mexico argued the tribunal lacked jurisdiction to award up-stream losses.

The Court of Appeal held that the standard of review for true questions of jurisdiction under Article 34(2)(a)(iii) of the Model Law is correctness.

However, the Court found that the tribunal correctly identified its jurisdictional limits and that the determination of whether the up-stream losses arose out of Mexico's breaches was a matter for the tribunal's expertise, not a jurisdictional issue.

The appeal was dismissed.

The appellants appealed the dismissal of their solicitor's negligence action.

The appellants alleged that the respondent solicitor, who acted for multiple parties in a corporate restructuring prior to the individual appellant's bankruptcy, failed to recommend independent legal advice and failed to discuss alternative transactions.

The Court of Appeal dismissed the appeal, finding that the solicitor did not breach his fiduciary duty or act negligently, as he took instructions from the appellant's designate, the transactions were straightforward, and the appellant was a sophisticated businessman who understood the documents.

Furthermore, the appellants failed to establish any damages, as the shares and debt involved had no value.

The appellant appealed a trial judgment regarding liability under a bill of lading for multi-modal transportation.

The Court of Appeal found that the trial judge failed to address the argument that section 5(b)(3) of the bill of lading applied rather than section 5(b)(1).

The Court held that section 5(b)(3) specifically applies to the road portion of multi-modal transport in Canada, or alternatively, the default provision in section 5(b)(4) applies due to the respondent's negligence.

The appeal was allowed and judgment was granted in favour of the appellant.

The appellant tenant appealed a decision interpreting a protective installations clause in a commercial lease.

The Court of Appeal upheld the application judge's finding that the tenant was responsible for the costs of work required by a municipal authority, as the work comprised additions or alterations for the security of the tenant and its employees.

The court noted that under the lease, the tenant was required to satisfy itself that the premises were fit for occupation before entering into the lease.

The City of Toronto appealed a declaration that its 2004 Amending By-Law, which prohibited commercial parking lots from issuing private parking tickets for unauthorized parking, did not apply to Imperial Parking Canada Corporation (Impark).

Impark argued that its signage created a contract whereby it consented to parking even if proper advance payment was not made, subject to a higher daily rate.

The Court of Appeal upheld the application judge's finding that Impark's signs explicitly offered consensual parking, meaning the by-law, which only applied to vehicles parked without consent, did not apply to Impark's fee collection activities.

The appeal was dismissed.

The appellants appealed a motion judge's decision finding that a 'Guarantee/Special Rates/Contract Addendum' was a separate and distinct agreement from the underlying tour operator agreements, and therefore not subject to their forum selection clauses.

The Court of Appeal allowed the appeal, holding that the addendum was part and parcel of the tour operator agreements.

Applying the strong cause test from Z.I. Pompey Industrie, the Court found no exceptional circumstances to justify departing from the parties' chosen forum of Aruba (and Cuba for one hotel).

The action was permanently stayed.

The appellant challenged the legal effectiveness of a transfer of shares in a closely held corporation by a bankrupt shareholder's trustee in bankruptcy to another corporation.

The appellant argued the transfer did not comply with share transfer restrictions.

The Court of Appeal dismissed the appeal, finding that equitable title had passed for good consideration and that any defect in the original transfer was cured by a subsequent confirming transfer by the trustee.

The appellant appealed the dismissal of its application regarding a commercial lease dispute.

The application judge had concluded the matter could not be decided on application and dismissed it without prejudice to the appellant's right to commence an action.

The Court of Appeal agreed that the main issue—whether the landlord's failure to sign and return an amending agreement amounted to a failure to reach a binding agreement—could not be decided on application.

However, the Court revised the procedural remedy, ordering the trial of an issue rather than requiring a new action to be commenced.

The appeal was otherwise dismissed with costs to the respondent.

The appellant sued the corporate and personal defendants for the price of products supplied under an oral distribution agreement.

The personal defendants successfully moved for summary judgment dismissing the claim against them personally.

On appeal, the majority of the Court of Appeal held that the motion judge failed to consider the admissions and positions taken by the personal defendants in their statement of defence and counterclaim, which raised a genuine issue for trial regarding their personal liability.

The appeal was allowed and the summary judgment was set aside.