Robert B. Cohen

The applicant, a minority shareholder and employee, alleged constructive dismissal due to reduced compensation (loss of personal expense reimbursement via corporate cards) and corporate oppression under s. 248 of the Business Corporations Act, seeking payment for lost benefits and an order for Metcom to purchase his shares.

The court dismissed all claims, finding that the card privileges were an informal shareholder arrangement personal to the previous majority shareholder and the applicant, not an employee compensation entitlement, and were subject to the corporation's financial capacity.

Furthermore, the applicant's expectation for share repurchase lacked a legal basis, as there was no shareholders' agreement or other binding arrangement.

An employee appealed a judgment regarding vesting of stock options under an employment contract.

The application judge found that a sale of substantially all of the company's assets to Lexmark constituted a triggering event causing the employee's unvested options to vest.

The Court of Appeal upheld the decision on all grounds, finding that the Option Plan was binding, the sale constituted a triggering event, the employee properly exercised the options, the employee reasonably did not mitigate by seeking employment with Lexmark, and the requirement to purchase options through a holding company was appropriate.

The appeal was dismissed with costs.

The landlord, 7Marli Limited, brought a motion for partial summary judgment against its commercial tenant, Pet Valu Canada Inc., for unpaid rent after the tenant vacated the premises.

The tenant resisted, arguing that partial summary judgment was an inefficient use of judicial resources and inconsistent with Supreme Court of Canada guidance on summary judgment.

The court granted the partial summary judgment, affirming the landlord's right to sue for rent arrears while keeping the lease alive, without a duty to mitigate, and distinguishing the case from those where partial summary judgment is inappropriate.

The plaintiff, a Canadian distributor, brought an action against the defendants following the repudiation of a distribution agreement during US Chapter 11 bankruptcy proceedings.

The defendants obtained a temporary restraining order from the US Bankruptcy Court enjoining the Canadian action.

The plaintiff then brought a motion in Ontario seeking to enforce an alleged undertaking made by the defendants to the US court to bring a motion to stay the Canadian action.

The Ontario Superior Court of Justice dismissed the motion, finding it premature and noting that the US court had already considered the issue and was the appropriate forum to determine its own jurisdiction, emphasizing principles of comity in cross-border insolvencies.

The appellants appealed a decision enforcing an arbitration award against them for breach of trust and oppression.

The respondents had entered into a sales agency agreement with the corporate appellant to distribute a film.

The directing mind of the corporate appellant restructured the film distribution operations, transferring assets to other companies and leaving the original corporation unable to remit distribution revenues owed to the respondents.

The Divisional Court dismissed the appeal, upholding the application judge's findings that the distribution revenues were trust funds, that the appellants were liable for knowing assistance in a breach of trust, and that the restructuring constituted oppressive conduct designed to defeat creditors.

The appellants, who held a first mortgage on a commercial property, appealed the dismissal of their motion to vary a receivership order that granted the receiver-manager super-priority charges over their mortgage.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that the appellants failed to move 'forthwith' under Rule 37.14(1) of the Rules of Civil Procedure.

The court found that the appellants had acquiesced to the manager's appointment and taken the benefit of its work before attempting to vary the order months later.

The applicant sought rectification and enforcement of an agreement for the purchase of internment rights in a cemetery development.

The respondent argued that the signed document was merely a memorandum of understanding and that a formal agreement subject to legal review had not yet been concluded, requiring the matter to proceed to trial.

The court examined the parties’ post‑execution conduct, including payment and acceptance of a deposit, commencement of due diligence, engagement of consultants, marketing of burial plots, and planning applications.

These actions demonstrated that both parties treated the May 13, 2014 document as the binding formal agreement.

The court held that references within the document to a future “formal agreement” were the result of mutual mistake and ordered rectification.

The appellants appealed a Registrar's order requiring a family farming corporation to disclose documents and its directors to submit to examinations under the Bankruptcy and Insolvency Act.

The trustee sought the information to value the bankrupt's shares in the corporation.

The appellants argued the trustee's access should be limited to shareholder rights under the OBCA.

The court dismissed the appeal, finding the trustee is entitled to information relevant to valuing the shares and that there is no conflict between the BIA and directors' duties under the OBCA.

The court granted the trustee's cross-appeal, holding the Registrar lacked authority to order written interrogatories in lieu of an oral examination under s. 163 of the BIA, and awarded costs to the trustee.

The appellants appealed an order dismissing their motion to stay the respondents' application in favour of arbitration.

The Divisional Court dismissed the appeal, finding that the appellants failed to request arbitration before submitting their first statement on the substance of the dispute, as required by Article 8(1) of the Model Law.

The court also noted that referring the matter to arbitration would result in a multiplicity of proceedings, as only one issue involving a dormant appellant would be subject to arbitration, while the remaining issues involving non-parties would require a court application.

A commercial tenant sought relief from forfeiture after failing to take possession and pay rent under a replacement lease following a court‑ordered surrender of its prior premises.

The landlord cross‑moved to vary an earlier order regarding payment of a lease inducement that had been withheld after the tenant vacated the premises leaving substantial damage and removing fixtures.

Applying s. 20(1) of the Commercial Tenancies Act and equitable principles governing relief from forfeiture, the court considered the tenant’s conduct, the gravity of the breaches, and whether the landlord could be compensated in money.

Although the tenant’s conduct contributed to the dispute, the court held the landlord had no right to withhold inducement funds as security for potential damages.

Relief from forfeiture was granted on conditions, including payment of utility arrears and application of funds held in trust toward rent and renovations at the replacement premises.

Following a motion in which the plaintiffs obtained an injunction but the defendants succeeded in securing an order requiring payment of $112,500 related to lease arrangements, the court determined the appropriate costs award.

The plaintiffs sought partial indemnity costs exceeding $48,000.

While the court found the bill of costs reasonable, it held that the defendants achieved partial success on the motion and therefore reduced the plaintiffs’ recoverable fees and corresponding HST by half while allowing full recovery of disbursements.

The court ordered the defendants to pay the plaintiffs $26,897.51 in costs, subject to set-off depending on whether the previously ordered $112,500 payment had already been made.

The tenant sought an interlocutory injunction restoring possession of leased premises after the landlord locked it out pursuant to a surrender of lease agreement tied to a relocation to replacement premises.

The tenant argued the agreements should be rescinded due to mutual mistake regarding zoning and building code requirements for operating a hot yoga studio.

Applying the test for interlocutory injunctions from RJR‑MacDonald, the court held the tenant failed to demonstrate a serious issue to be tried or irreparable harm.

The zoning and regulatory requirements were readily ascertainable and did not constitute a fundamental mistake undermining the agreements, and any losses were compensable in damages.

The court therefore refused the injunction, ordered the tenant to vacate the original premises, and required the landlord to pay the remaining inducement payment while permitting the tenant to occupy the replacement premises under the replacement lease.

A mining corporation sought an interlocutory injunction preventing major shareholders from voting their shares or soliciting proxies in an upcoming shareholder meeting, alleging breach of a confidentiality agreement and misuse of confidential information obtained during a site visit.

The dissident shareholders also sought declaratory and injunctive relief relating to the conduct of the shareholder meeting under the Business Corporations Act.

The court applied the RJR‑MacDonald test and held that while the corporation established a strong prima facie case that confidential information had been received, it demonstrated only a weak case that the information had been misused.

The balance of convenience favoured allowing the proxy contest to proceed.

The court also declined to interfere in advance with the conduct of the shareholders’ meeting, emphasizing corporate autonomy absent demonstrated impropriety.

The plaintiff sued his mother and sister to enforce an alleged oral agreement concerning a 100-acre parcel of land.

The plaintiff claimed he was entitled to ownership of certain portions of the land and a significant share of the profits from the sale of subdivision lands to a developer, in exchange for his efforts in representing his mother at Ontario Municipal Board hearings.

The court dismissed the action, finding no legally enforceable agreement existed.

The court concluded there was no mutual intention to create legal relations and that the essential terms of the alleged agreement lacked certainty.

The mother's counterclaim for damages was also dismissed for lack of evidence.

The defendants sought leave to appeal an order certifying a class action and an order refusing to strike the claim against the defendant law firm.

The underlying action involved a charitable gift program that was disallowed by the Canada Revenue Agency, leading to claims of breach of contract and negligence against the promoters and the law firm that provided tax opinions.

The Divisional Court dismissed the motions for leave to appeal, finding no good reason to doubt the correctness of the motion judge's conclusions that the common issues requirement was met and that the pleadings disclosed a tenable cause of action in negligence against the law firm.

The appellants appealed a decision interpreting the provisions of a commercial lease and applying those terms to two events held on the premises.

The Court of Appeal found that the application judge's interpretation of the lease was correct and that the application of the terms to the facts was reasonable.

The appeal was dismissed with costs.

The appellants appealed an order refusing to grant a stay of Ontario proceedings on the basis of forum non conveniens.

The underlying action involved a fire at the respondent's plant in Alberta, and the respondent had commenced identical actions in both Alberta and Ontario.

The Court of Appeal found that the motion judge properly applied the factors from Amchem and Muscutt, concluding that Alberta was not a more convenient forum, particularly given a potential limitation period issue in Alberta.

The appeal was dismissed with costs.

The appellant, an adult daughter, was made a joint account holder by her father with a right of survivorship.

Following the father's death, her siblings commenced litigation because she did not include the joint accounts in the distribution of the estate.

The trial judge applied a presumption of resulting trust and found no evidence that the father intended to gift the accounts to the appellant.

The Court of Appeal affirmed the decision.

The Supreme Court of Canada dismissed the appeal, holding that the presumption of resulting trust applied to gratuitous transfers to adult children and that the appellant failed to rebut the presumption on a balance of probabilities.

Following the release of the court's reasons for judgment, counsel for the appellant Ackerman noted a conflict between paragraphs 56 and 58 regarding costs.

The Court of Appeal agreed and issued an addendum amending paragraph 58 to remove the reference to costs assessed on a partial indemnity scale, fixing the costs of the motion at $3,000.

The appellants, an estate trustee and her former counsel, appealed a trial judgment finding that joint bank accounts held by the trustee and her late father belonged to the estate, and ordering the counsel to repay estate funds taken for legal fees.

The Court of Appeal dismissed the trustee's appeal, holding that while the trial judge erred in law by rejecting the presumption of advancement for adult children, the evidence clearly established the father did not intend to gift the joint accounts.

The counsel's appeal was allowed, setting aside the substantial indemnity costs order against him and directing an assessment of his legal accounts.