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 partial summary judgment decision dismissing their oppression claim against the respondent in his personal capacity.

The motion judge had found that the appellants did not qualify as 'complainants' under section 245 of the Business Corporations Act, as they were not creditors and their status as potential creditors did not make them proper persons to bring an oppression claim.

The Divisional Court upheld the motion judge's decision, finding no palpable and overriding error of fact or error of law.

The court confirmed that the motion judge properly applied the test for complainant status and the framework for partial summary judgment.

The appeal was dismissed with costs.

ITCAD, a vendor of record for the Ontario government, appealed a summary judgment decision awarding punitive damages to the respondent consultants for withholding their pay.

The consultants cross-appealed the motion judge's finding that they breached a non-competition clause.

The Divisional Court dismissed ITCAD's appeal, upholding the punitive damages award as ITCAD's conduct in withholding pay to force the consultants to sign with another vendor was unacceptable.

The Court allowed the cross-appeal, finding the non-competition clause unenforceable because ITCAD lost its vendor of record status and was using the clause to circumvent the government's decision, which was contrary to public policy.

The appellant appealed a Small Claims Court decision granting judgment to the respondent for breach of contract regarding unpaid fees for preparing a tax credit application.

The appellant argued the trial judge misapprehended evidence, ignored fraud allegations, and erred by enforcing a 36% interest rate, which it claimed was a criminal rate.

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

The court also held that the 36% interest rate was not a criminal rate because the agreement fell under the commercial borrowing exemption in the Criminal Interest Rate Regulations.

The moving party sought an interim stay of a decision that ended an ex parte interlocutory injunction restraining the respondents from dealing with a mortgage, pending a motion for leave to appeal.

The underlying dispute involved a property development and a contest over the ownership of the moving party corporation.

The court dismissed the motion for a stay, finding that the motion for leave to appeal was weak, there was no irreparable harm, and the balance of convenience did not favor extending the injunction.

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 judgment regarding a software license agreement dispute.

The trial judge had found that the appellant fundamentally breached the agreement by failing to provide software support and training at no extra cost, relying on the respondent's subjective expectations and prior conduct.

The Divisional Court allowed the appeal, finding that the trial judge made several extricable errors of law by failing to apply proper principles of contractual interpretation, including ignoring the express language of the written agreements and the entire agreement clause.

A new trial was ordered.

The parties, equal shareholders in six corporations holding real property, were engaged in a commercial dispute involving competing oppression claims.

The motion judge appointed a Sales Officer to initiate a process for the potential sale of the properties.

The appellant appealed the order and sought a stay pending appeal, while the respondent moved to quash the appeal on the basis that the order was interlocutory and required leave.

The Divisional Court held that the order was interlocutory because any actual sale required further court approval, meaning no substantive rights were finally determined.

Consequently, the appeal was quashed for lack of leave, and the motion for a stay was dismissed as premature since no irreparable harm could occur before a sale was approved.

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 appellants appealed a trial decision fixing the fair value of the respondents' shares in a hotel business following the exercise of dissent rights under the Business Corporations Act.

The respondents cross-appealed the trial judge's valuation of the hotel itself.

The Divisional Court dismissed the cross-appeal, finding no error in the hotel valuation.

However, the Court allowed the appeal, holding that the trial judge erred in law by rejecting the only expert evidence on share valuation and substituting her own unsupported asset-based calculation.

The Court varied the judgment to impose the en bloc share value of $1,240,500 established by the appellants' expert.

Following an appeal and cross-appeal where success was divided, the parties made written submissions on costs.

The Divisional Court ordered no costs for the appeal due to the divided success, noting the significant finding of oppressive conduct by the appellants.

The court also set aside the application judge's costs award of $25,000 due to the altered outcome, but upheld the award of $14,790 plus HST for accounting fees, as the appellants' conduct necessitated retaining accountants.

The appellants appealed a Small Claims Court judgment ordering them to pay rent arrears and accelerated rent under a commercial lease.

The appellants argued the lease was void ab initio because the zoning bylaw did not permit their auto leasing business without a minor variance or operating in conjunction with an auto repair shop.

The Divisional Court dismissed the appeal, finding that the lease expressly placed the obligation on the tenant to obtain all necessary permits and comply with zoning laws at its own expense.

The tenant's failure to seek a variance or arrange its business to comply with the bylaw did not render the contract void.

The appellant appealed a decision finding that an Agreement to Lease was a valid and binding contract and that he was in breach for failing to commence tenant improvements.

The appellant argued that the respondent repudiated the agreement by insisting on a draft lease with terms significantly different from the Agreement to Lease.

The Divisional Court dismissed the appeal, finding that the appellant failed to establish that the disputed terms in the draft lease were incompatible with the financial principles of the Agreement to Lease, and therefore the agreement remained enforceable when the respondent terminated it due to the appellant's default.

The appellants appealed a decision of the Licence Appeal Tribunal regarding the interpretation of s. 28(1) of Regulation 470 to the Funeral Directors and Establishments Act, which requires a funeral establishment's corporate name to be 'clearly disclosed to the public' on business signs.

The Tribunal had found that a large discrepancy in font size between the business name and the corporate name meant the corporate name was not clearly disclosed.

The Divisional Court allowed the appeal, holding that the Tribunal erred in law by focusing on relative font size rather than whether the corporate name was readable from the vantage point from which the sign was intended to be read.

The matter was remitted to the Complaints Committee for reconsideration.

The defendant sought leave to appeal a decision refusing to set aside a certificate of pending litigation (CPL) in favour of the plaintiff.

The motion judge had found it arguable that the plaintiff, a limited partner, had a reasonable claim to an interest in the property through a constructive trust.

The Divisional Court found that while there was good reason to doubt the correctness of the motion judge's decision, the proposed appeal did not involve matters of such importance to warrant granting leave, as the motion judge had merely found the legal propositions to be arguable rather than making new law.

Leave to appeal was refused.

The applicant appealed a decision dismissing his claim against the respondent bank for seizing a GIC and funds from his savings account to satisfy overdue credit card charges.

The applicant argued his signature on the security pledge agreements was forged.

The Divisional Court found no palpable and overriding error in the trial judge's factual finding that the applicant signed the agreements.

Furthermore, the court upheld the finding that the bank was entitled to exercise its common law right of set off.

The appeal was dismissed.

The appellant appealed a Small Claims Court judgment awarding the respondent $1,628.98 in quantum meruit for boat repairs.

The appellant argued the claim was barred by Part VI of the Consumer Protection Act, 2002 because the respondent failed to provide a written estimate.

The Divisional Court dismissed the appeal, finding that the Consumer Protection Act, 2002 was not yet in force when the repairs occurred.

Furthermore, the predecessor legislation, the Motor Vehicle Repair Act, did not apply because a boat does not fall within the definition of a 'motor vehicle' under the Highway Traffic Act.

The appellant supplier appealed the dismissal of its breach of trust claim against the individual directors and an employee of a defunct contractor under s. 8 of the Construction Lien Act.

The trial judge had dismissed the claim, relying on a previous decision to hold that the supplier must intend the materials to be used for a known and identified improvement.

The Divisional Court allowed the appeal, distinguishing the previous decision and holding that the plain language of the Act does not require such intent.

The Court found the directors and the employee who had effective control of accounting jointly and severally liable for the breach of trust.

The plaintiffs sought leave to appeal an interlocutory injunction granted in favour of the defendants in a dispute between two family-owned companies over commercial lease rent payments.

The plaintiffs argued the motions judge erred in finding irreparable harm and exceeded his jurisdiction by characterizing their conduct as illegal.

The Divisional Court dismissed the motion for leave to appeal, finding no reason to doubt the correctness of the motions judge's decision and concluding the matter did not raise issues of public importance justifying a hearing by a full panel.

The appellants appealed a trial judge's decision regarding an oral contract, arguing that the trial judge made findings of credibility and fact not supported by the evidence.

The Divisional Court found that the trial judge did not misread or misinterpret the evidence, and that her findings regarding the settling of accounts were supported by the record.

The court concluded there was no palpable or overriding error and dismissed the appeal, awarding costs of $2,000 to the respondents.