Rajiv Joshi

The plaintiff brought a motion for summary judgment regarding three loan agreements.

The defendant admitted receiving $74,000 but disputed the interest payable, arguing the third agreement consolidated the first two.

The court found the third agreement was a novation that consolidated the loans and provided more time to pay in exchange for additional interest.

Although the short-term interest rate exceeded the criminal interest rate under s. 347 of the Criminal Code, the court exercised its remedial discretion to allow the $19,000 interest to stand, applying standard pre-judgment interest thereafter to avoid a windfall for the defendant.

The appellants appealed an arbitration decision that dismissed their claim for rectification of a unanimous shareholders' agreement.

The appellants argued that the right of first offer clause contained a mutual mistake by allowing a partial take-up of shares, and sought to rectify it to require an all-or-nothing purchase.

The arbitrator found no prior common intention to support rectification.

On appeal, the court held that the issues raised by the appellants were questions of fact or mixed fact and law, not extricable questions of law.

The appeal was dismissed with costs awarded to the respondents.