Richard P. Quance

The plaintiff brought a motion for summary judgment seeking reimbursement of taxes, utilities, and insurance paid during its tenancy and dismissal of the defendant’s counterclaim.

The dispute concerned whether an overholding agreement modifying a commercial lease was valid and enforceable despite an entire agreement clause requiring written modifications signed by both parties.

The court held the evidentiary record permitted summary judgment and that the parties’ objective conduct demonstrated intention to be bound by the overholding agreement.

The defendant had waived strict compliance with the lease’s formal modification requirements through its conduct and was estopped from relying on the entire agreement clause.

The plaintiff validly terminated the tenancy under the overholding agreement and was entitled to reimbursement.

The plaintiff brought a motion for summary judgment to enforce Minutes of Settlement regarding the sale of a marina property.

The defendant opposed, claiming a set-off and counterclaim for damages resulting from the collapse of boat slips due to snow load, alleging the plaintiff failed to maintain and insure the property while in possession.

The court granted summary judgment, finding the Minutes of Settlement contained a full release and imposed no obligation on the plaintiff to maintain or insure the property for the defendant's benefit.

The defendant was ordered to pay the $500,000 owed under the settlement.

The defendants moved under rule 21.01(1)(b) of the Rules of Civil Procedure to strike a claim alleging failure to give reasonable notice of non‑renewal of a long‑standing contractual relationship.

The plaintiff had been a member of the defendants’ partner network for approximately twenty years under an agreement renewable annually at the defendants’ sole discretion.

The plaintiff alleged that the defendants exercised their discretionary renewal power unreasonably by refusing renewal without any notice.

The court held it was not plain and obvious that the claim disclosed no reasonable cause of action.

The organizing principle of good faith in contractual performance, recognized in Bhasin v. Hrynew, did not foreclose the possibility that discretionary renewal powers might need to be exercised reasonably in certain circumstances.

The plaintiff mortgagee brought a motion seeking payment out of court of funds deposited by the defendant after redeeming a replacement vendor take‑back mortgage in foreclosure proceedings.

The defendants asserted an equitable set‑off defence alleging negligent fill operations, excess fill, and contamination affecting the property.

The court found the allegations unsupported by evidence and noted the mortgage required payment without deduction or abatement.

The defendants failed to particularize or substantiate the set‑off claim and did not demonstrate prejudice warranting a stay of payment.

The court ordered the funds paid out to the plaintiff while leaving the equitable set‑off issue to be determined separately.

Following execution of an ex parte Anton Piller order authorizing the seizure of computer hardware and smartphones, the parties disputed the method for returning the seized computers to the respondent.

The applicants alleged the devices contained confidential customer lists and email addresses that had been misappropriated.

They proposed removing the existing hard drives and installing new drives containing only non-confidential information copied by a forensic expert.

The respondent objected to replacing the hard drive on one computer containing business records and applications.

The court approved the applicants’ proposed deletion and hard-drive replacement process, subject to safeguards requiring forensic expert involvement, a report to the court, and restoration of operating systems and applications, and ordered return of the devices by a specified date.

Following earlier reasons finding a binding agreement and liability for breach, the court addressed the remaining issue of damages concerning the valuation of shares under a draft partnership agreement.

The dispute centred on the meaning of “fair market value” and whether “earnings” in the contractual formula referred to gross commissions or net earnings after expenses.

The court held that, absent an express contractual definition, the traditional meaning of fair market value—an arm’s length price in the open market—should apply.

Applying principles of implied terms and contractual interpretation, the court concluded that earnings should be interpreted as net earnings rather than gross commissions to give business efficacy to the agreement.

Damages were therefore calculated based on net earnings.

In a Commercial List case conference concerning potential refusals motions, the court addressed whether interlocutory motions to compel answers to refused discovery questions should be scheduled.

The case management judge emphasized the court’s inherent jurisdiction and the proportionality principles in the Rules of Civil Procedure to control litigation and allocate scarce judicial resources.

The court held that a Commercial List case management judge may decline to schedule refusals motions and instead direct that, if a refusal later proves improper at trial, an adverse inference may be drawn against the refusing party.

Such directions may bind the parties at trial unless the trial judge determines otherwise to prevent injustice.

In a complex commercial fraud and negligence action involving multiple defendants, the court issued a case conference memorandum addressing the status of discovery, mediation, expert reports, and pre‑trial procedure.

The court directed timelines for completion of undertakings and remaining examinations for discovery.

It encouraged the parties to consider avoiding refusals motions due to limited judicial resources and proposed an alternative approach allowing trial judges to address refused questions if necessary.

The parties were instructed to advise the court whether they would forego refusals motions or proceed with them.

The court also directed the parties to contact a judge to schedule a lengthy trial and to return for a further case conference if mediation failed.

Commercial dispute arising from an insurance brokerage joining a broker network.

The plaintiff alleged that an enforceable agreement existed under which it would receive a 25% ownership interest in the brokerage and 7.5% of commissions in exchange for services and access to insurance markets and systems.

The defendants argued that no binding agreement was formed because formal documents were never signed.

The court held that the parties reached agreement on essential terms and manifested an intention to be bound through conduct, including issuance of shares, regulatory arrangements, and operational participation in the network.

The defendants repudiated the agreement, and the plaintiff was entitled to damages for breach of contract and additional recovery on a quantum meruit basis for a post-repudiation period.

In a Commercial List case conference, the court addressed procedural issues arising during case management of complex banking litigation.

A related action commenced by another party against the plaintiff bank had not been disclosed at an earlier case conference, prompting the court to require an explanation and direct counsel to attend a further appointment to address potential motions and case coordination.

The court also addressed discovery disputes, including requests to examine additional representatives and disagreements about whether discovery rights had been exhausted.

Timetables were set for written motion materials regarding discovery disputes, interrogatories, expert reports, and a forensic accounting report.

The court emphasized the importance of transparency in case management and minimizing interlocutory motions in complex litigation.

Following reasons granting an interlocutory injunction in a dispute involving alleged breach of fiduciary duties and misuse of confidential information, the court addressed disagreements over the form of the order and costs.

The plaintiff sought additional wording expanding the scope of entities and confidential technology referenced in the injunction, which the court refused because the relief had not been sought in the motion record or oral submissions.

The court required that the original wording of the injunction regarding preservation of confidential information be maintained.

A stay of the data‑imaging paragraph was granted for two defendants pending determination of their motion for leave to appeal to the Divisional Court.

Costs of the interlocutory injunction motion were ordered to be in the cause.

The plaintiff sought an interlocutory injunction against former key employees and contractors who started a competing business.

The plaintiff alleged breach of fiduciary duty and breach of confidence.

The court found that the plaintiff established a strong prima facie case that the defendants breached their fiduciary duties and duties of confidence by using the plaintiff's confidential information and business opportunities.

The court granted the interlocutory injunction for six months, finding that the plaintiff would suffer irreparable harm and the balance of convenience favoured the plaintiff.

The plaintiff brought a motion relating to outstanding undertakings and refusals arising from extensive examinations for discovery of a defendant.

The court reviewed numerous undertakings and determined that several had been satisfactorily answered, while others required reproduction of documents in an organized format to properly address the undertakings.

The court also ordered disclosure of certain financial documents relevant to claims for accounting and disgorgement.

However, the court declined to compel any further examinations, finding that five days of discovery and thousands of questions already rendered the process disproportionate under the Rules of Civil Procedure.

The appellants appealed an order under the Business Corporations Act setting the fair market value of shares in a corporation and directing a buyout.

The appellants argued the application judge erred in valuing a specific property at $400,000 without providing adequate reasons for selecting that figure among competing appraisals.

The Divisional Court agreed, finding that meaningful appellate review was impossible due to the lack of explanation.

Furthermore, the application judge committed a palpable and overriding error by inserting the lower property value into a valuation model without adjusting the corresponding tax consequences.

The appeal was allowed and the matter remitted for a new determination of the property's value.

Following competing motions for security for costs, the court ordered the plaintiff to post security and dismissed the plaintiff’s own motion for security.

The defendants sought costs of $18,618.92 while the plaintiff argued the amount should be reduced due to duplication of effort after the defendants changed counsel and allegedly excessive preparation and travel charges.

Applying the discretionary principles under s. 131 of the Courts of Justice Act and Rule 57.01 of the Rules of Civil Procedure, the court emphasized proportionality, fairness, and reasonableness in fixing costs.

The court found some duplication attributable to the change of counsel and considered the limited scope of the half‑day motion.

Costs were fixed at $14,000 all inclusive payable by the plaintiff.

The appellants appealed a summary judgment finding them liable on a personal guarantee for a corporate debt.

The guarantee was provided via an email stating 'I will personally guarantee the debt to Pintar in full.

Signed Chris'.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that the email exchange created a binding guarantee, with forbearance in collecting the debt serving as consideration.

The appellant appealed a quantum meruit damages award of $100,000 for architectural services, arguing the trial judge should have used a percentage of construction costs method rather than an honorarium method.

The respondents cross-appealed the award of prejudgment interest and costs.

The Court of Appeal dismissed both the appeal and cross-appeal, finding no error in the trial judge's exercise of discretion given the lack of reliable evidence regarding the work done and expenses incurred.

The appellant appealed a Master's decision striking its statement of defence and counterclaim for failing to comply with a 'last chance' order requiring the fulfillment of undertakings and particulars of damages.

The Divisional Court allowed the appeal, finding that the Master misapprehended the evidence and the specific wording of the order, as the appellant had substantially complied by providing particulars, and the order did not require documentary evidence.

The Master's decision was set aside and costs were awarded to the appellant.

The plaintiffs brought a motion for leave to appeal a costs order made by the motion judge following a summary judgment motion with divided success.

The motion judge had ordered each party to bear their own costs.

The Divisional Court dismissed the motion for leave to appeal, finding no good reason to doubt the correctness of the discretionary costs order and no matter of such importance to justify granting leave.

The defendant dentist sold his practice to the plaintiff and signed an agreement containing non-competition and non-solicitation clauses.

The plaintiff obtained an interlocutory injunction enforcing the restrictive covenants and restraining the defendant from advertising in the Iranian media.

The defendant sought leave to appeal to the Divisional Court.

The court denied leave to appeal the general injunction, finding no reason to doubt its correctness.

However, the court granted leave to appeal the order restraining advertising in the Iranian media, finding conflicting case law on whether general advertising constitutes solicitation and noting the issue's general importance to diverse communities.