Corporate/Commercial Law - ONCA

An insurance broker unilaterally issued certificates of insurance renewing coverage for its clients after receiving no response from the insurer regarding renewal.

The broker collected premiums but subsequently placed the coverage with another insurer and forwarded the premiums to the new insurer.

The original insurer, having extended coverage for 30 days, counterclaimed for the premiums for that period.

The Court of Appeal held that the broker's ostensible authority created binding contracts of insurance on behalf of the insurer, and under s. 402 of the Insurance Act, the broker held the collected premiums in trust for the original insurer.

The appeal was allowed and the insurer's counterclaim for premiums was granted.

The appellant appealed a motion judge's decision that Ontario lacked jurisdiction over a contract dispute with a British Columbia respondent.

The Court of Appeal found the motion judge erred in fact by concluding the contracts were made in British Columbia.

Instead, the appellant had made counter-offers that were accepted by the respondent's delivery of goods in Ontario.

Consequently, the contracts were made in Ontario, triggering the presumption of a real and substantial connection under Rule 17.02(f).

The Court also found Ontario to be the convenient forum and allowed the appeal.

The appellant, a real estate broker, created a website that provided the public with direct access to the Toronto Real Estate Board's (TREB) MLS Database.

TREB suspended the appellant's access without notice, arguing he breached the Authorized User Agreement (AUA).

The trial judge found the appellant breached the AUA by not confining his use of the database to exclusive and internal use, and that TREB was justified in suspending access without notice.

The Court of Appeal upheld the trial judge's interpretation of the AUA and dismissed the appeal.

The appellants and respondents acted as co-listing agents for a property and signed an agreement stating that 'any clients from open houses will be shared'.

A client met at an open house later purchased two other properties through the appellants, generating approximately $325,000 in commissions.

The respondents sued for half the commissions and succeeded at trial.

The Court of Appeal dismissed the appeal, finding the clause unambiguously required the agents to share clients introduced through the open house, which implicitly included sharing the resulting commissions.

The appellant commenced an application for oppression relief under the Canada Business Corporations Act, supported by an affidavit from an individual who lacked direct knowledge and was unavailable for cross-examination.

When the appellant attempted to substitute the affidavit after the respondents had filed their responding materials, the motions judge struck the application as an abuse of process, with leave to re-introduce it upon payment of costs thrown away.

The Court of Appeal dismissed the appeal, finding the motions judge was entitled to infer prejudice and properly exercised his discretion.

The appellants appealed a summary judgment dismissing their action against the respondents.

The dispute arose from the exercise of a shotgun buy/sell provision in a unanimous shareholders' agreement.

The appellant alleged breach of fiduciary duty, theft of corporate opportunity, and other claims after learning the respondent financed the buyout by agreeing to transfer corporate properties to a lender.

The Court of Appeal dismissed the appeal, finding the motion judge applied the correct summary judgment test and correctly concluded that no fiduciary duty exists between shareholders exercising a shotgun provision, nor was there any appropriation of a corporate opportunity.

The appellants appealed a summary judgment granted in favour of the respondent on a promissory note, share purchase agreement, and guarantee.

The appellants relied on an alleged collateral agreement as a defence.

The Court of Appeal dismissed the appeal, finding no evidence of any collateral agreement in the record to justify looking behind the terms of the written documents.

The appellant sold a motor vehicle to a dealership that financed its inventory through the respondent.

After the dealership made an assignment in bankruptcy and its cheque to the appellant bounced, the appellant took possession of the vehicle.

The appellant argued that the respondent had disposed of the vehicle under s. 63 of the Personal Property Security Act, thereby discharging its security interest.

The Court of Appeal upheld the motion judge's finding that no such disposition occurred and dismissed the appeal, confirming the respondent's priority.

The appellants appealed the dismissal of their action seeking declarations that the respondent insurer was obliged to defend and indemnify the Ministry of Transportation (MTO) in litigation arising from a construction accident.

The Court of Appeal dismissed the appeal, finding that the insurance certificate and policy only covered the MTO for vicarious liability arising from the contractor's acts, not for the MTO's own negligence.

The court also noted that the appellants' delay of over eight years in advancing the claim prejudiced the respondent.

The appellant Rogers acquired Call-Net and subsequently terminated the respondent real estate broker's services without cause.

The broker sued for commission based on a termination clause that provided for payment based on work completed.

The trial judge awarded $800,000, representing 40% of the projected commission for a 10-year lease mandate.

On appeal, Rogers argued the trial judge misinterpreted the contract's termination and compensation clauses and improperly relied on subjective intentions.

The Court of Appeal dismissed the appeal, finding the trial judge correctly interpreted the contract based on objective surrounding circumstances and the clear wording of the termination clause.

The broker's cross-appeal seeking a higher commission percentage was also dismissed.

The appellants appealed a trial judgment ordering them to pay $364,266.92 in an accounting and $50,000 in punitive damages to the respondent, a creditor of a bankrupt company.

The Court of Appeal dismissed the appeal, finding ample evidence that the appellants failed to provide a reliable accounting or preserve necessary documents.

The court also upheld the punitive damages award, noting the appellants operated the bankrupt company's business without authority and charged criminal rates of interest.

The Crown appealed a Divisional Court decision quashing the Ministry of Transportation's award of a highway construction contract to the lowest bidder.

The second-lowest bidder had argued the winning bid was non-compliant because it declared no imported steel, despite design drawings specifying rolled steel beams unavailable in Canada.

The Court of Appeal allowed the appeal, finding that the Ministry's investigation and subsequent conclusion that the winning bid was compliant—based on the bidder's intention to use Canadian welded steel that met structural standards—was reasonable.

The appellant appealed a decision regarding the interpretation of a commercial lease clause concerning the allocation of property taxes.

The lease gave the respondent discretion to use working papers if deemed sufficient.

The application judge found the respondent's decision not to use the working papers was reasonable and consistent with the lease.

The Court of Appeal agreed, noting that working papers are not intended to apply to individual premises and their unreliability is a legitimate consideration.

The appeal was dismissed.

The appellant appealed a trial judgment that dismissed its claim for a commission and unjust enrichment.

The trial judge found there was no agreement to pay the appellant in the absence of a completed transaction, and the appellant failed to prove unjust enrichment.

The Court of Appeal found no error in the trial judge's findings or conclusions and dismissed the appeal, awarding costs to the respondents.

The moving parties, two not-for-profit corporations in receivership, sought an interim order allowing their boards of directors to retain counsel for an appeal and directing that the legal fees be paid from the corporations' assets.

The motion judge had previously ruled the boards could not retain counsel without leave of the court or the receiver's approval.

The Court of Appeal granted the motion, holding that the boards' right to pursue the appeal would be hollow without counsel, and ordered that reasonable legal fees be paid from the corporations' assets.

The appellant landlord appealed a decision finding that it had unreasonably withheld consent to the assignment of a commercial lease.

The application judge found as a fact that the landlord's sole interest in refusing consent was to secure a higher rent because the current rent was below market value.

The Court of Appeal dismissed the appeal, holding that this finding of fact was open to the application judge, though it noted that a demand for a rent increase is not always an unreasonable response to an assignment request.

The respondent brought an application for an oppression remedy, alleging that preference shares were improperly released from escrow based on the cash flow of the parent company rather than its subsidiary.

An application judge found the escrow agreement ambiguous and ordered a trial of the issue.

The trial judge subsequently found the agreement clear and unambiguous, concluding the release was improper and constituted oppression.

On appeal, the Court of Appeal held that the trial judge was bound by the application judge's finding of ambiguity due to issue estoppel.

Interpreting the ambiguous agreement in its factual context, the Court concluded the cash flow reference applied to the parent company.

The release of shares was therefore proper, and the appeal was allowed.

The appellant appealed a summary judgment order in favour of the Bank of Montreal.

The appellant's defence was that he failed to read the loan documentation when he took out the loan or during the ten years he made payments.

The Court of Appeal dismissed the appeal, finding no error in the lower court's decision that there was no genuine issue for trial.

The appellant appealed a summary judgment enforcing a guarantee.

He argued the motion judge impermissibly made credibility findings and that the principal debtor's bankruptcy suspended his liability under the guarantee.

The Court of Appeal dismissed the appeal, holding that the motion judge properly found the appellant failed to put his best foot forward, and that a debtor's bankruptcy does not release a guarantor absent specific wording in the guarantee.

The appellant, an exclusive supplier of jump ropes to the respondent Foundation for 19 years, sued for reasonable notice of termination after the Foundation ended the relationship.

The trial judge dismissed the claim, finding the Foundation had grounds to terminate without notice due to the appellant's difficult behaviour, an overbearing report, and refusal to reduce inflated prices.

The Court of Appeal upheld the trial judge's findings and dismissed the appeal.