Corporate/Commercial Law - ONCA

The appellants, including the Minister of Agriculture of Guyana and a state-owned company, appealed the dismissal of their motion to dismiss a defamation claim on the grounds of state immunity.

The motion judge found that the Minister's statements, made in the context of an ongoing trademark dispute, fell within the commercial activity exception under s. 5 of the State Immunity Act.

The Court of Appeal upheld the decision, applying the contextual approach from Kuwait Airways Corp. v. Iraq, and concluded that the statements promoted Guyana's brand and disparaged a competitor, thus constituting commercial activity.

The appellant appealed a trial judgment granting specific performance of a share purchase agreement.

The appellant argued the letter agreement lacked certainty regarding the mortgage amount, interest payments, and reporting requirements, amounting only to an agreement to agree.

The Court of Appeal upheld the trial judge's findings that the agreement's terms were clear and capable of enforcement when read in the context of the surrounding factual matrix.

The appeal was dismissed.

The appellant appealed a trial judge's decision characterizing a letter of agreement as an absolute and unconditional sale and transfer of shares.

The appellant argued the arrangement created a security interest subject to the Personal Property Security Act.

The Court of Appeal dismissed the appeal, finding the trial judge was entitled to conclude on the record that the transaction was an absolute sale.

The appellant, an aircraft maintenance company, negligently lost parts of an aircraft left in its possession for repair and storage.

The appellant claimed a lien for its unpaid repair and storage charges.

The respondent bank, which held a security interest in the aircraft, took possession and received insurance proceeds for the lost parts.

The appellant argued that the bank could not set off the cost of the lost parts against the lien claim because of an alleged agreement that the aircraft owner would insure against loss, and to prevent double recovery.

The Court of Appeal dismissed the appeal, holding that the insurance was not obtained to protect the appellant from its own negligence, and applying the principle that a wrongdoer cannot benefit from an innocent party's insurance.

The bank was entitled to equitable set-off.

The appellant appealed a judgment declaring that an offer to lease between the parties was no longer valid.

The offer contained conditions with specific completion dates and stipulated that time was of the essence.

The conditions were not met or extended by the specified dates.

Seven months later, the appellant attempted to unilaterally extend the time to complete the conditions.

The Court of Appeal dismissed the appeal, agreeing with the application judge that it was commercially unreasonable to interpret the offer as giving the appellant an unlimited right to extend time requirements, and held the appellant was not entitled to unilaterally extend the time.

The parties appealed the trial judge's costs award in a shareholder oppression and valuation proceeding.

The trial judge had awarded the dissenting shareholders substantial indemnity costs up to the date of a settlement offer, and awarded the corporation partial indemnity costs thereafter.

The Court of Appeal dismissed both costs appeals, finding no error in principle in the trial judge's exercise of discretion under s. 241(3) of the Canada Business Corporations Act.

The Court also ordered no costs for the main appeals due to divided success.

The appellant, a director of a public holding company, appealed orders removing him from the board of directors and denying him indemnification for costs incurred in resisting his removal.

The application judge had previously found the appellant engaged in oppressive conduct regarding a related-party loan but temporarily allowed him to remain on the board at the pleasure of the independent directors.

When the corporation's circumstances changed, including the commencement of litigation against the majority shareholder, the application judge ordered the appellant's permanent removal.

The Court of Appeal dismissed the appeal, holding that the application judge had jurisdiction under s. 241 of the Canada Business Corporations Act to order the conditional service and subsequent removal of the director.

The Court also upheld the denial of indemnification, finding the appellant did not act in the best interests of the corporation in resisting his removal.

The appellants brought an application in Ontario for a declaration that assignments of mining licences relating to Mongolian properties were null and void.

The motion judge stayed the application, finding no real and substantial connection to Ontario.

The Court of Appeal dismissed the appeal, holding that the connection to Ontario was weak and that any declaratory or injunctive order would likely be unenforceable in Mongolia under the rules of private international law regarding foreign land.

The appellants appealed a decision regarding the interpretation of a management contract.

The appellants argued that the earliest the respondents could terminate the contract was if they failed to meet the 2002 budget, and thus they were entitled to termination pay.

The Court of Appeal disagreed, finding that the contract was for a one-year term and was renewable only if the parties agreed on a sound business plan.

Since the parties could not agree on a plan, the contract was not renewed, and the respondents were not required to pay termination pay.

The appeal was dismissed.