Rick Simmons

The respondent franchisor brought a motion to stay an application commenced by franchisees and a related property owner, arguing that disputes concerning a licence agreement and a right of first purchase should be determined by arbitration pursuant to an arbitration clause.

The court considered the competence‑competence principle and whether the dispute fell within the scope of the arbitration clause.

Because the property owner was not a party to the licence agreement or arbitration clause, the issue of whether the right of first purchase extended to the property could not be arbitrated.

The court also noted that another dispute regarding licence fees was expressly excluded from arbitration and that bifurcating the issues would be inefficient given a pending transaction deadline.

The motion to stay the proceeding in favour of arbitration was dismissed.

The applicant brought a motion seeking to enforce an alleged settlement arising from negotiations concerning a construction lien and mortgage priority dispute.

The court applied the two‑step analysis under Rule 49 of the Rules of Civil Procedure, first determining whether the parties had reached an agreement and then whether any such agreement should be enforced.

The court held that there was no meeting of the minds because the correspondence relied upon constituted, at most, a counteroffer and contained ambiguous and inconsistent terms.

Although the court found that the respondent’s alleged solicitor had ostensible authority to negotiate and potentially bind the respondent, the absence of agreement on essential terms was fatal.

The motion to enforce the alleged settlement was dismissed.