Corporate/Commercial Law - ONSCDC

The appellant appealed a Small Claims Court decision awarding the respondent $35,000 in damages and $15,680.62 in costs arising from a commercial lease dispute.

The appellant argued the trial judge exceeded her jurisdiction, erred in assessing damages, breached procedural fairness, and erred in calculating pre-judgment interest.

The Divisional Court dismissed the appeal on all grounds except for pre-judgment interest, finding the trial judge made no palpable and overriding errors in assessing damages for unlawful termination, loss of quiet enjoyment, and punitive damages.

The start date for pre-judgment interest was amended to July 31, 2017.

The appellants appealed a decision finding them liable for corporate oppression, removing them as directors, and ordering audited financial statements.

They challenged the application judge's refusal to order a winding up of the corporation and the award of substantial indemnity costs.

They also sought to raise a new limitation period defence regarding the financial statements.

The Divisional Court dismissed the appeal, finding no error in the discretionary refusal to wind up the company or the costs award, and declined to hear the new limitation period argument due to an inadequate evidentiary record.

The appellant appealed a Small Claims Court decision awarding the respondent $35,000 in damages for breach of a commercial lease.

The appellant argued the trial judge erred by failing to apply the Highway Properties principles, exceeding her jurisdiction by granting declaratory relief regarding real property, and providing inadequate reasons.

The Divisional Court dismissed the appeal, finding that the respondent provided proper Highway Properties Notice, the trial judge merely made necessary findings of fact to award monetary damages within her jurisdiction, and the reasons were sufficient given the informal nature of the Small Claims Court.

The appellants appealed a Small Claims Court decision dismissing their claims for breach of partnership and unjust enrichment, and ordering them to pay the respondent damages for breach of contract.

On appeal, the appellants sought to introduce fresh evidence, which the Divisional Court rejected as it could have been obtained before trial.

The court found no palpable and overriding error in the trial judge's factual findings that the respondent was a lender, not a partner, and that there was a juristic reason for the payments she received.

The appeal was dismissed with no costs awarded.

The appellants appealed a motion judge's order appointing an inspector to investigate the financial affairs of their jointly owned pharmacies and granting the respondents leave to bring derivative actions on behalf of the corporations.

The appellants argued the dispute should be stayed in favour of arbitration, that an inspector was unnecessary, and that the oppression remedy was an adequate alternative to a derivative action.

The Divisional Court dismissed the appeal, finding that the arbitration clauses did not apply to the corporations, the appellants had attorned to the court's jurisdiction, the inspector was necessary to uncover facts after the appellants failed to comply with production orders, and the derivative actions were in the best interests of the corporations to recover diverted funds.

The appellants appealed a Small Claims Court decision ordering them to pay the respondent $25,000 for the unreturned balance of a deposit from a rescinded business purchase agreement.

The trial judge pierced the corporate veil, finding the appellant companies acted as one entity.

On appeal, the appellants sought to introduce fresh evidence and argued the trial judge erred in piercing the corporate veil and failing to enforce a residential lease.

The Divisional Court dismissed the motion for fresh evidence and the appeal, finding no errors of law or palpable and overriding errors of fact.

The appellant appealed a Small Claims Court judgment awarding the respondent dealership $15,000 in liquidated damages for breaching a non-export agreement (NEA) attached to a vehicle bill of sale.

The Divisional Court dismissed several grounds of appeal relating to procedural fairness, bias, and evidentiary rulings.

However, the appeal was allowed on the basis that the NEA violated the Consumer Protection Act.

The court found that the NEA's waiver of rights, which held the consumer strictly liable for the vehicle's export even if stolen, constituted an unfair practice.

The trial judgment was set aside and the action dismissed.

The defendants brought a motion for leave to appeal an order of Steele J. The Divisional Court granted leave to appeal to determine whether it is legally possible for some limited partners to bring a common law derivative action on behalf of a limited partnership against a general partner.

Costs of the motion were fixed at $5,000, payable in the discretion of the panel hearing the appeal.

The appellant appealed a Small Claims Court judgment that dismissed its action for the return of a deposit and granted the respondent's defendant's claim for $25,000 in lost profits.

The dispute arose from a contract for the design and construction of a steel building.

The appellant argued that no contract was formed, that it did not breach the contract, and that the trial judge erred in awarding damages and failing to consider evidence.

The Divisional Court applied the palpable and overriding error standard of review and found that the trial judge's conclusions were reasonably supported by the evidence.

The appeal was dismissed with costs fixed at $6,000.

The appellant appealed a Small Claims Court decision awarding the respondent $25,000 for fraudulent misrepresentation in a share purchase agreement.

The appellant argued the trial judge erred in finding fraudulent misrepresentation and that the claim was statute-barred.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings regarding the appellant's failure to disclose material facts about the company's financial status and inability to issue free-trading shares.

The court also upheld the trial judge's finding on the date of discoverability for limitation purposes.

The appellants appealed an order directing an election for a new common board of directors for two related not-for-profit corporations and ordering the delivery of keys to a shared property.

The Divisional Court dismissed the appeal, finding that the application judge had jurisdiction under the Corporations Act to order the election, did not breach procedural fairness, provided adequate reasons, and awarded reasonable costs.

The appellant auto repair shop appealed a Small Claims Court decision dismissing its action for vehicle repair, towing, and storage costs.

The trial judge found that the respondent vehicle owner had not authorized the repairs and that the appellant had breached multiple provisions of the Consumer Protection Act.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings regarding authorization.

The court also upheld the refusal to award damages on a quantum meruit basis, noting the appellant's unclean hands and lack of an equitable basis for relief.

The appellants appealed an application judge's order granting an oppression remedy to the minority shareholder respondents.

The application judge found that the majority shareholder's exercise of a drag-along right to force the sale of the respondents' shares was oppressive because the sale price was below fair market value, and ordered a valuation.

The Divisional Court allowed the appeal in part, holding that while the application judge did not err in finding a reasonable expectation that the drag-along right required a sale at fair market value, he erred in concluding the sale was below fair market value without evidence.

The court varied the order to make the valuation an interim step before determining if oppression occurred.

The appellant appealed a Small Claims Court decision granting judgment to the respondent bank for a defaulted vehicle loan and dismissing his defendant's claim.

The appellant argued he thought he was only co-signing for a friend and challenged the Ontario court's jurisdiction over a contract signed in Saskatchewan.

The Divisional Court upheld the trial judge's findings that Ontario had jurisdiction over the appellant, that there was valid consideration, and that no misrepresentations were made by the bank or dealership.

However, the court remitted the matter back to the trial judge solely to provide reasons for dismissing the defendant's claim against the bank.

The appellant corporation appealed a judgment fixing the fair value of its shares at 30.4 cents per share under s. 185 of the Business Corporations Act.

The appellant argued the application judge erred by valuing the corporation on a going concern basis rather than a liquidation basis, by adjusting the cash flow forecast based on a three-month delay for alternative refinancing, and by failing to account for dilution from convertible debt.

The Divisional Court dismissed the appeal, finding that the application judge's valuation involved fact-specific judgment calls that were entitled to deference and revealed no errors of law.

The appellant appealed the dismissal of his motion to certify a class action against a smartphone manufacturer regarding a product recall.

The Divisional Court upheld the motion judge's findings that the pleadings failed to disclose a viable cause of action due to lack of particulars and lack of contractual privity.

The court also agreed that the appellant failed to establish common issues, as the expert evidence on damages was not grounded in the facts of the case and individual trials would be necessary to determine harm.

The appeal was dismissed.

The appellant, a real estate broker, appealed a Small Claims Court decision ordering him to pay $10,000 to his former brokerage pursuant to a training repayment clause in his contract.

He argued the clause was an unenforceable penalty and that he received no training.

The Divisional Court dismissed the appeal, finding the Deputy Judge made no palpable and overriding error in concluding training was provided and linked to a $2,000 monthly stipend.

The court held the $10,000 repayment was a genuine pre-estimate of damages, not an extravagant or unconscionable penalty, given the difficulty of quantifying training costs and the unusual monthly stipend provided.

The appellant purchased a pharmacy business from the respondents and later sued for breach of warranty after a fertility clinic located in the same building closed.

The trial judge dismissed the claim, finding that the withheld information about the clinic's closure would not reasonably have deterred the appellant from completing the transaction given its limited financial impact.

On appeal, the Divisional Court upheld the trial judge's decision, finding no palpable and overriding error in his interpretation of the commercial contract or his assessment of the evidence.

The appellants appealed a decision granting an oppression application and ordering the production of financial documents to the minority shareholder.

The application judge found that the majority shareholder's refusal to provide financial disclosure and call a shareholders meeting constituted oppressive conduct.

The Divisional Court dismissed the appeal, finding no procedural unfairness in the application judge's interchangeable reference to the minority shareholder company and its principal.

The Court upheld the finding that the minority shareholder had a reasonable expectation of ongoing access to financial disclosure, which was violated by the appellants' conduct.

Leave to appeal the costs order was also denied.

The appellant bank appealed from Small Claims Court decisions where the trial judges declined to award contractual interest and pre-proceeding collection expenses on uncontested credit card debt claims.

The Divisional Court allowed the appeals, holding that pre-proceeding collection expenses calculated as a fixed percentage of the debt constitute a liquidated demand for money.

The Court also held that, absent exceptional circumstances, pre-judgment and post-judgment interest must be awarded at the rate stipulated in the credit card agreement.