Romesh Hettiarachchi

The court heard competing motions arising from a business sale dispute involving an agreement of purchase and sale entered into before the purchaser's corporation was incorporated and later followed by that corporation's bankruptcy.

The defendants sought to strike the individual plaintiff for lack of capacity and, alternatively, summary judgment dismissing his personal claim on the basis of an assignment under s. 21 of the Business Corporations Act; the plaintiffs sought declarations that the assignment transferred all rights and obligations to the corporation.

Applying the summary judgment framework, the court held the record was inadequate to fairly and justly determine the assignment and liability issues, particularly given conflicting positions, the absence of evidence from the trustee in bankruptcy, and factual disputes about payments and asset transfers.

The court interpreted s. 21 of the Business Corporations Act as not permitting rights and obligations under the pre-incorporation contract to be severed in the manner urged by the defendants.

All motions were dismissed, though the plaintiffs were directed to amend their pleading to clarify alternative claims.

A proposed purchaser under a second agreement of purchase and sale sought leave to intervene in litigation between the original purchaser and the vendor concerning the enforceability of an earlier agreement for the sale of condominium units.

The proposed intervenor also sought a mandatory order compelling completion of the second agreement, declaratory relief, and security for costs.

The court held the proposed intervenor would not assist in resolving the dispute between the original contracting parties and would merely duplicate the vendor’s position.

Any damages arising from failure to complete the second agreement would be compensable and properly pursued against the vendor in a separate proceeding.

The court dismissed the motion for intervenor status and related relief, refused the vendor’s request to withdraw its undertaking not to transfer title, and directed that the dispute proceed by expedited trial on the Commercial List.

The plaintiff brought a motion for summary judgment against the defendant to enforce a debt obligation under a promissory note.

The defendant admitted to signing the note and acknowledging the debt but raised a defence of duress during cross-examination, which was not pleaded.

The court applied the full appreciation test under Rule 20 and found no genuine issue requiring a trial, as the defendant's evidence did not support a finding of operative duress.

Summary judgment was granted in favour of the plaintiff for the acknowledged debt amount.