6056628 Canada Inc. v. 2350894 Ontario Inc., 2019 ONSC 4523

Case Summary

The plaintiff tenants brought a motion for partial summary judgment seeking a declaration that a 2009 Minutes of Settlement amended their commercial lease and bound the defendant landlord, who purchased the property in 2012. The landlord argued it was not bound because the tenants signed an estoppel certificate that did not fully detail the amendments. The court granted the tenants' motion, finding that the estoppel certificate referenced the Minutes of Settlement, the landlord failed to exercise due diligence by not requesting a copy, and the landlord did not detrimentally rely on the certificate.

COURT FILE NO.: 15-66025

DATE: 20190731

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

6056628 CANADA INC. AND 1443900 ONTARIO INC.

Plaintiffs/Moving Parties

– and –

2350894 ONTARIO INC.

Defendant/Responding Party

COUNSEL:

Christopher Spiteri/Nicholas Habets, for the Plaintiffs/Moving Parties

James F. Leal/James D. Wilson, for the Defendant/Moving Party

HEARD: June 26, 2019

REASONS FOR DECISION

Beaudoin J.

[1] The Plaintiffs bring a motion for partial summary judgment. They seek a declaration that Minutes of Settlement, executed in 2009, amend the Lease Agreement between the parties and that the Defendant is bound by those Minutes of Settlement since becoming the Plaintiffs’ landlord.

[2] The Defendant brings a cross-motion for a declaration that the 2009 Minutes of Settlement do not amend the Lease Agreement between the parties, and that it is not bound by the 2009 Minutes of Settlement. The Defendant also seeks an order dissolving the interlocutory injunction presently in place.

[3] At the outset of the motion, I questioned the parties as to whether or not partial summary judgment was appropriate in light of recent appellate decisions that have held that partial summary judgment should only be used for issues that can be bifurcated from other issues and dealt with expeditiously and in a cost-effective manner. [^1]

[4] Both parties initially agreed that partial summary judgment is appropriate in this case and that a decision on this motion will resolve all the outstanding issues between the parties.

[5] After argument, I gave brief oral reasons granting the plaintiffs’ motion for partial summary judgment and dismissed the Defendant’s cross-motion. I indicated that these written reasons would follow.

Background

[6] This action concerns the commercial relationship between the Plaintiffs, 6056628 Canada Inc. and 1443900 Ontario Inc. (the “Tenant”) and the Defendant 2350894 Ontario Inc. (the “Landlord”) regarding the tenancy of a unit at 41 York Street in Ottawa, Ontario. The terms of the commercial lease between the parties and, the effect of a Minutes of Settlement entered into in 2009, are in issue.

[7] In December 2012, the Landlord purchased the property. Kelly Brant (“Brant”) and Kelly Smith (“Smith”) are the Principals of the Landlord. Brant and Smith were, and

6056628 Canada Inc. v. 2350894 Ontario Inc., 2019 ONSC 4523

Case Summary

REASONS FOR DECISION

Background

Judge

Counsel

Parties

Areas of Law

Fact Patterns

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Legal Tests 2