Corporate/Commercial Law - ONCA

The moving party brought a motion for leave to appeal.

The Court of Appeal for Ontario dismissed the motion and fixed costs at $1,000.

The appellant purchased a used truck from the respondent dealership, financed by the respondent bank.

After discovering engine problems and a rolled-back odometer, the appellant abandoned the truck and sued for fraud, seeking rescission and damages for lost earnings.

The trial judge awarded the appellant $8,000 for engine repairs but dismissed the fraud and consequential damages claims, while granting the bank's counterclaim for the balance of the loan.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings that there was no evidence of a vehicle switch or conspiracy to defraud.

The respondent moved to quash an appeal and a motion for leave to appeal from an order granting interim relief in an oppression action under the Canada Business Corporations Act.

The Court of Appeal held that the order was interlocutory, meaning leave to appeal was required.

The Court further held that under s. 249 of the CBCA, appeals from interlocutory orders lie to the Court of Appeal, not the Divisional Court.

The motion to quash the appeal was granted, but the motion to quash the motion for leave to appeal was dismissed.

The appellants appealed a trial judgment finding that their solicitor was not negligent for failing to warn of the risks of proceeding as a minority shareholder without a unanimous shareholders agreement.

The Court of Appeal dismissed the appeal, finding that even if the solicitor breached his duty, the appellants failed to prove causation and damages.

The appellant had already received the fair value of his shares and his shareholder's loan in separate oppression proceedings, and there was no evidence he would have obtained a better result had a warning been given.

The appellant surety appealed a trial judgment enforcing a customs bond in favour of the Canada Customs and Revenue Agency (CCRA).

The appellant argued the CCRA failed to produce relevant documentation to substantiate the claim.

The Court of Appeal dismissed the appeal, finding that section 107 of the Customs Act precluded the CCRA from disclosing importer names to the surety, and that the production of summaries and a dishonoured cheque satisfied the bond's disclosure requirements.

The court varied the judgment only to correct the principal amount upon which interest was calculated.

The appellants appealed an order striking out their claim of economic duress and effectively dismissing their entire action against the respondent banks.

The motion judge had found that past dealings between the parties could not constitute economic duress to vitiate a restructuring agreement and release.

The Court of Appeal allowed the appeal, holding that the motion judge erred by failing to apply the 'plain and obvious' test for striking pleadings under Rule 21.

The Court found it was not plain and obvious that a claim of economic duress based on past dealings would inevitably fail, and ordered the appellants to file a new, focused statement of claim.

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 holding him personally liable for a corporate debt of $89,969.11 based on a standard form contract.

The Court of Appeal found the contract ambiguous, as the signature line indicated he was signing in a representative capacity, contradicting a clause imposing personal liability.

Applying the doctrine of contra proferentem, and noting the respondent failed to draw the appellant's attention to the personal liability clause in what was presented as a credit application, the Court allowed the appeal.

The action against the appellant personally was dismissed.

The appellant's husband gave a mortgage to the respondent to secure a loan, which the appellant guaranteed.

When the mortgage matured, the husband forged the appellant's signature on a renewal agreement without the respondent's knowledge.

After the husband defaulted, the respondent sold the property under power of sale and sued the appellant for the deficiency.

The Court of Appeal dismissed the appellant's appeal, holding that the clear and unambiguous language of the original guarantee bound her until the moneys originally advanced were fully paid, regardless of the forged renewal.

The appellants appealed a trial judgment finding they breached their contract with the respondents by failing to perform their obligations in good faith during the notice period.

The Court of Appeal dismissed the appeal, agreeing with the trial judge that the appellants breached the contract by assisting a third party in taking the respondents' business away.

The court also dismissed the appellants' argument regarding insufficient proof of damages, as well as the respondents' cross-appeal concerning the damages calculation and the dismissal of a conspiracy claim.

The moving party, CAFO Inc., sought leave to appeal in the Stelco Inc. proceedings.

The Court of Appeal for Ontario granted leave to appeal with respect to the questions in paragraphs 23-28 of the moving party's factum, but denied leave for question 29.

Costs of the motion were reserved to the panel hearing the appeal.

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.

The appellant Crown appealed a declaration that the respondent, Regulvar Ontario, was not a 'person resident in a designated jurisdiction' under the Fairness is a Two-Way Street Act.

The Act restricts construction access for corporations controlled directly or indirectly by residents of Quebec.

Regulvar Quebec owned 30% of Regulvar Ontario's shares, with the rest held by individuals who were directors or officers of Regulvar Quebec.

The Court of Appeal upheld the application judge's use of the de jure control test, finding that Regulvar Quebec did not have the ability to elect the majority of the board of directors.

The appeal was dismissed.

The Crown appealed a decision declaring that Regulvar Ontario was not a 'person resident in a designated jurisdiction' under the Fairness is a Two-Way Street Act (Construction Labour Mobility), 1999.

The Act restricted access to construction jobs in Ontario for persons resident in Quebec.

Regulvar Ontario's head office was in Ontario, but 30% of its shares were held by Regulvar Quebec.

The Court of Appeal upheld the application judge's use of the de jure control test from Duha Printers, finding that Regulvar Quebec did not control Regulvar Ontario directly or indirectly.

The appeal was dismissed.

The appellants, former senior executives of the respondent corporation, appealed a trial judgment finding that no 'change in control' had occurred to trigger generous compensation provisions in their employment contracts.

During a period of financial difficulty, a shareholder group accumulated proxies for over 35 percent of the voting shares to requisition a special meeting to replace the board of directors.

A settlement was reached before the meeting, and the executives subsequently claimed payouts from a trust fund established for change of control scenarios.

The Court of Appeal affirmed the trial judge's conclusion that the mere accumulation of proxies did not confer the right to control or direct the voting power of the corporation, and thus did not constitute a change in control under the agreements.

The appellant, ING Canada Inc., appealed an order striking out portions of its amended statement of defence in an action brought by the respondents for misrepresentation and breach of a share purchase agreement.

The struck portions included pleas that the respondents owed an implied duty of good faith to disclose errors discovered before closing, references to the parties' intentions and expectations, and related factual allegations.

The Court of Appeal allowed the appeal in part, holding that the law regarding implied duties of good faith in commercial contracts is not fully settled, and therefore it was not plain and obvious that the defence would fail.

The court concluded that the detailed analysis required to determine whether to imply a duty of good faith, and the relevance of the parties' intentions, should be left for trial.

The landlord appealed a trial judgment declaring the tenant's rights under a commercial lease.

The trial judge had found in favour of the tenant regarding the validity of an option to purchase, the basic rent, the landlord's obligation to deliver the premises in good working order, and the tenant's right to rent abatement and set-off due to building code deficiencies.

The Court of Appeal dismissed the appeal, finding that the trial judge's conclusions were supported by the evidence and his interpretation of the lease was reasonable.

The appellants appealed an order refusing to grant a stay of proceedings in an oppression remedy case.

They argued that California courts had exclusive jurisdiction.

The Court of Appeal dismissed the appeal, finding no error in the motions judge's exercise of discretion and concluding that the oppression remedy was legitimately sought in Ontario.

Costs of $12,000 were awarded to the respondent.