Corporate/Commercial Law - ONCA

The appellant appealed a trial judgment finding the respondents were entitled to a final payment under a Customer Agreement.

The Court of Appeal dismissed the appeal, agreeing with the trial judge that the building was 'complete and ready for occupancy' within the required 24-month period.

The Court rejected the appellant's argument that an occupancy permit was required, noting the Building Code Act does not mandate one as a condition of occupancy and the unilaterally imposed agreement terms did not explicitly require it.

The appeal regarding prejudgment interest and costs was also dismissed.

The appellants appealed an application judge's interpretation of a profit-sharing clause in agreements concerning commercial real estate properties.

The application judge had held that 'net profit' included revenue earned and that mortgage and loan interest were 'non-recovered costs'.

The Court of Appeal allowed the appeal in part, finding that the application judge erred by imposing an interpretation of 'net sale proceeds' that was not argued and was inconsistent with the unambiguous language of the clause.

The Court also held that mortgage and loan interest were not 'non-recovered costs' within the meaning of the agreements.

The appellant lessor and the lessee were both named insureds under an automobile insurance policy.

The lessee unilaterally directed the insurer to delete all coverage except fire and theft.

The vehicle was subsequently destroyed in an accident.

The insurer denied the lessor's claim on the basis that coverage had been deleted.

The Court of Appeal allowed the lessor's appeal, holding that the insurance contract provided several, not joint, coverage.

Therefore, one co-insured could not unilaterally cancel the coverage of the other without the insurer providing 15 days' prior notice and obtaining the express or implied consent of the co-insured lessor.

The appellant, an Ontario corporation, sought to enjoin an Israeli bank from drawing upon a letter of credit issued by a Canadian bank in Ontario.

The motion judge stayed the action, finding that Israel was the more convenient forum.

The Court of Appeal dismissed the appeal, holding that while Ontario had jurisdiction, the motion judge did not err in concluding that Israel was the more convenient forum given that the majority of witnesses and evidence were located there, and the factual matters in dispute arose in Israel.

The appellant, the directing mind of the plaintiff company, appealed two costs orders made against him personally.

The motion judge had awarded substantial indemnity costs against the appellant for both the dismissal of the company's claim and the failure of the appellant's summary judgment motion on the defendants' counterclaim.

The Court of Appeal allowed the appeal in part, setting aside the costs order relating to the company's claim because the company was not a sham or 'man of straw' used to shield the appellant from liability.

However, the court upheld the costs order relating to the counterclaim, as the appellant was a party to that proceeding and the summary judgment motion was unreasonable.

The appellants appealed a trial judgment finding a shareholder's agreement, oppression, and ordering an advance payment of $75,000 along with substantial indemnity costs.

The Court of Appeal dismissed the appeal, finding ample evidence to support the trial judge's conclusions.

The refusal to acknowledge the respondent as a shareholder constituted oppression under section 248 of the Business Corporations Act.

The trial judge's costs award was also upheld as a proper exercise of discretion.

The appellant, an informal committee of senior debenture holders, sought leave to appeal orders made by the supervising judge in a CCAA restructuring.

The orders authorized the debtor company to enter into agreements with stakeholders and a finance provider to facilitate a proposed plan of arrangement.

The appellant argued the judge lacked jurisdiction to make orders that entrenched elements of a plan before creditor approval and that the plan was doomed to fail.

The Court of Appeal dismissed the appeal, holding that the supervising judge had broad jurisdiction under s. 11 of the CCAA to move the restructuring process forward, provided the creditors retained their final right to vote on the plan under s. 6.

The appellants, former senior officers and directors of Hollinger Inc., appealed an order compelling them to submit to questioning by an Inspector appointed under the Canada Business Corporations Act.

They argued that being compelled to answer questions in Canada would violate their Charter rights against self-incrimination, as their answers could be used against them in ongoing criminal proceedings in the United States.

The Court of Appeal dismissed the appeal, finding that the appellants were not entitled to a constitutional exemption because the Canadian inquiry was fact-finding rather than prosecutorial.

The Court also declined to stay the order, noting that the application judge had established a procedure to rule on specific questions and craft protective mechanisms on a case-by-case basis.

The appellant distributor sued the respondent manufacturer for wrongful termination of an exclusive distributorship agreement.

The trial judge dismissed the action, finding the distributor breached an implied duty of good faith by failing to disclose a change in its ownership, which gave the manufacturer 'just cause' to terminate without notice.

The Court of Appeal allowed the appeal, holding that employment law concepts like 'just cause' should not be imported into commercial distributorship agreements.

Instead, ordinary contract principles apply, and a contract can only be terminated without notice if the breach amounts to a fundamental breach.

The Court found the distributor's failure to disclose the sale did not substantially deprive the manufacturer of the whole benefit of the contract, and thus did not constitute a fundamental breach.

The appellant, a major shareholder of Financial Models Company, moved for a stay of a Commercial List decision and an injunction preventing other shareholders from tendering their shares to a competing take-over bid by Linedata Services S.A., pending an expedited appeal.

The motion judge had ruled that the appellant's acceptance of a sell offer was invalid under the Securities Act and that the other shareholders could include a 'superior proposal' condition.

The Court of Appeal granted the stay and injunction, finding that the balance of convenience favoured the appellant, who provided an undertaking as to damages, and ordered an expedited appeal.

The appellant appealed a trial judgment finding it liable for breach of contract and awarding damages to the respondent.

The Court of Appeal upheld the trial judge's finding that the appellant breached an implied term of the contract by unreasonably refusing to allow a pile of unmarketable mulch to be moved, thereby frustrating the respondent's performance.

The Court also upheld the damages assessment and the 30% reduction in damages, noting that while the trial judge erred in applying contributory negligence to a contract claim, the reduction was supportable on the basis of causation because the respondent failed to separate pulp from mulch.

The appellant payroll provider paid the wages of the corporate respondent's employees without first receiving sufficient funds from the corporation.

The appellant sued a director of the corporation for unjust enrichment, arguing that its payment relieved the director of her statutory liability for unpaid wages under s. 131 of the OBCA.

The Court of Appeal dismissed the appeal, holding that the primary obligation to pay wages belonged to the corporation, not the director.

The director received no direct benefit and was not unjustly enriched.

Furthermore, the appellant could not be subrogated to the employees' rights because the employees had been paid and had no claim against the director.

The appellant appealed the dismissal of its action against the City of Toronto for breach of contract and other claims arising from a public tender process.

The trial judge dismissed the action primarily because it was barred by the six-year limitation period under the Limitation Act, finding the appellant knew or ought to have known the material facts by September 1990 but did not commence the action until February 1997.

The Court of Appeal agreed with the trial judge's limitation period analysis and found no palpable and overriding error in her alternative findings dismissing the substantive claims.

The appeal was dismissed with costs.

The appellant appealed an order finding that a partnership was terminated on April 10, 2003.

The Court of Appeal dismissed the appeal, holding that section 32(c) of the Partnership Act does not require express notice of termination, and the application judge reasonably concluded that a letter sent on that date clearly conveyed an intention to dissolve the partnership.

The appeal was dismissed with costs fixed at $4,200.

The plaintiff, a private utility with an exclusive electricity supply agreement with the Town of Gananoque, sued the Crown for negligence, wrongful expropriation, and misfeasance in a public office following the deregulation of Ontario's electricity market.

The Crown moved to strike the statement of claim.

The motion judge and Divisional Court allowed all three claims to proceed.

On further appeal, the Court of Appeal struck out the negligence and wrongful expropriation claims, finding no duty of care owed to the plaintiff and no appropriation of property.

However, the Court allowed the claim for misfeasance in a public office to proceed, as it was adequately pleaded.

The appellants appealed a trial judgment finding an exclusive supply agreement and awarding damages for its breach.

They argued that the trial judge erred in finding an exclusive supply agreement after concluding there was no consulting agreement, that the pleadings were deficient, and that the arrangement was merely an 'agreement to agree' due to missing terms like price.

The Court of Appeal dismissed the appeal, holding that the agreements were not so interrelated as to preclude finding a supply agreement, the pleadings were sufficient, and there was an implied term that raw materials would be provided at a reasonable price.

The court also upheld the trial judge's quantification of damages based on a 12-month period and a 15% profit margin.

The appellant appealed a partial summary judgment dismissing his claims for an accounting of partnership profits from 1990 to 2000 and damages for mental distress against two of his former law partners.

The Court of Appeal upheld the dismissal of these claims, finding no error by the motions judge, except regarding the claim for an accounting for the period from January 2000 to July 2001, which the appellant was permitted to pursue.

A cross-appeal seeking to dismiss the claim against a third partner for alleged abusive conduct was dismissed.

The appellant leased truck trailers to a company that subsequently went bankrupt.

A priority dispute arose between the appellant and the bankrupt's secured creditor over the trailers.

The trailers were used in multiple jurisdictions but the debtor was located in Alberta.

The Court of Appeal held that although the lease was a 'true lease' not requiring registration under the Ontario PPSA, the choice of law provisions in s. 7(1) of the Ontario PPSA still applied.

Consequently, Alberta law governed the dispute.

Under the Alberta PPSA, the lease was deemed a security interest requiring registration, and because the appellant registered against the wrong entity, its interest was subordinate to the secured creditor's perfected security interest.

The appeal was dismissed.

The appellant appealed a trial judgment regarding alleged breaches of non-solicitation and non-competition clauses, as well as misuse of confidential information.

The Court of Appeal dismissed the appeal, finding that the reasonable efforts clause in the addendum applied only to the non-solicitation clause, which was not breached.

Furthermore, the court held that the appellant had no proprietary interest in the allegedly confidential information and therefore could not assert a claim for its misuse.

The appellant, representing unsecured noteholders, sought leave to appeal orders approving a CCAA reorganization plan for the GT Group of Companies.

The appellant argued the plan was unfair because it excluded the parent company, required the parent to transfer assets to subsidiaries, and deprived noteholders of rights to sue.

The Court of Appeal dismissed the application for leave, finding the asset transfer complaint illusory as the assets would be lost to secured creditors anyway, and the loss of rights to sue unsubstantiated.

The Court also noted the appellant's delay and failure to propose an alternative plan.