Chayil Church v. Soneil Pickering Inc., 2025 ONSC 3830

CITATION: Chayil Church v. Soneil Pickering Inc., 2025 ONSC 3830

COURT FILE NO. CV-24-00719835-0000

DATE: 2025-09-17

ONTARIO

SUPERIOR COURT OF JUSTICE

BETWEEN:

CHAYIL CHURCH

Applicant

– and –

SONEIL PICKERING INC.

Respondent

Jeffrey Radnoff and Charles Haworth, Lawyers for the Applicant

Sam Rogers and Cole Pizzo, Lawyers for the Respondent

HEARD: JUNE 13, 2025

REASONS FOR DECISION

G. DOW, J.

1The applicant-tenant seeks to invalidate a Notice of Termination provided to them on May 3. 2024 by the respondent-landlord.

BACKGROUND

2The premises at 1224 Dundas Street East, Mississauga consists of about 30 units of which a predecessor version of the applicant Church began renting multiple units in 1992. The name of the Church evolved over the years as did the number of units rented, apparently adding and surrendering units over time as the needs of the applicant Church evolved.

3As part of the respondent’s purchase of the property in early 2024, an Estoppel Certificate was forwarded to the applicant setting out 13 extensions/alterations to the original lease (Exhibit A, Affidavit of Neil Jain sworn July 30, 2024) which the president of the applicant signed and returned. This Estoppel Certificate referenced, for the purpose of this application, the first key Lease document called Lease Extension and Amending Agreement dated June 18, 1997 (Exhibit C, Affidavit of Goldine Lessey, sworn May 20, 2024) which included, at Clause 5 “the Landlord shall have the right to terminate the Lease by providing at least forty-five (45) days written notice (the “Termination Notice”) to the tenant informing the tenant that the landlord has terminated the Lease”. Interestingly, the applicant acknowledged that in or around 1997, it began looking for “short term additional space” (at paragraph 20 Applicant’s Factum) to support an intention to begin television broadcasting of its services.

4That Clause was superseded by a Lease Extension and Amending Agreement dated June 30, 1998. This document altered Clause 5 such that “the Landlord shall have the right to terminate the Lease by providing at least thirty (30) days written notice (the “Termination Notice”) to the tenant informing the tenant that the landlord has terminated the Lease” (Exhibit D, Affidavit of Goldine Lessey, sworn May 20, 2024). That Clause appears to have been the subject of negotiation with the start date for it being in effect having two handwritten changes.

5The Lease documentation also contains a February 7, 2008 renewal letter for the period November 1, 2008 to October 31, 2011 with a handwritten addition giving the tenant “the right in the third year to terminate this agreement upon giving (9) months prior notice to the landlord” (Exhibit J, Affidavit of Goldine Lessey, sworn May 20, 2024). In addition a “Development” clause was added which gave the landlord the right to terminate the lease on 6 months notice if it wished “demolish, renovate or redevelop part or all of the Building”.

6This Development clause was essentially repeated in a Renewal Letter, dated May 30, 2011 (Exhibit K, Affidavit of Goldine Lessey, sworn May 20, 2024), this time entitled “Redevelop” and maintained the 6 month timeframe.

7None of the subsequent lease extensions or amending agreements expressly redact or remove the landlord’s right to terminate the lease on 6 months notice. In fact, (what counsel for the applicant describes as “harassing and extorting” conduct (at paragraph 43, Applicant Factum), as part of its purchase of the property, the respondent met with the applicant and raised the need to increase the rent for the subject space or consider termination of the Lease pursuant to the existing Clause which provided for same. This was confirmed in a letter dated March 4, 2024 to the respondent signed by the applicant’s president (Exhibit K, Affidavit of Stowell Theodore, sworn May 17, 2024).

8Finally, I was directed to a “Rent Roll” (as of February 1, 2024) (Supplementary Application Record, Case Center, page A471), that was produced by the respondent which details the 15 various tenants renting between 5,319 square feet to (the plaintiffs) 31,509 square feet at rates ranging between $6.50 per square foot to $18 per square foot.

9It should be noted that over the years of being a tenant in the respondent’s premises, the applicant developed and relied upon its strong connection to the local community board, as stated by counsel “If the Landlord terminates the lease prior to its term, hundreds of children, youth, young adults, individuals and families will lose a support system they rely on every month and there will be permanent and significant damages done to the local community” (at paragraph 16 of Applicant’s Factum). In addition, it claims to have “invested of approximately $1,000,000.00 into the leased property” (at paragraph 41 of Applicant’s Factum).

ANALYSIS

10The applicant submitted the Termination Clause does not apply to the “current lease”. This is on the basis of being inconsistent with basic principles of interpretation of commercial leases. It relied on the principles for interpretation of commercial agreements as set out in Sattva Capital Corp. v. Creston Moly Corp., 2014 SCC 53 (at paragraphs 45-46). However, that decision describes the requirement to include making a “practical, common-sense approach not dominated by technical rules of construction”. Further, there should be reading “the contract as a whole, giving the words used their ordinary and grammatical meaning, consistent with the surrounding circumstances known to the parties at the time of formation of the contract”. I agree with that statement of the law. To that end, it is clear, the Termination Clause was inserted into the agreement in 1997 and the subject of scrutiny by the parties when it was revised in 1998. It was capable of revision in the subsequent and multiple revisions and extensions to the leased agreement reached between the parties. It was never expressly removed.

11To the contrary, as relied upon by the respondent, subsequent lease documents maintained that “All other terms and conditions of the Lease, (including the Landlord’s rights set out in Section 21.2 of the original lease dated April 1, 1992) shall remain in full force and effect” (Exhibit H, Affidavit of Goldine Lessey, sworn May 20, 2024).

12It may have afforded the tenant the opportunity to pay a lower rent, such as in 1997 when it attempted to broadcasting its services which provided an opportunity to extend its reach and ability to raise funds for its charitable purposes.

13The Termination Clause is specific and does not require any technical expertise. Counsel for the applicant also relied on the more recent decision, Resolute F.P. Canada Inc. v. Ontario (Attorney General), 2019 SCC 60 (at paragraph 77-79) with regard as to when and how the surrounding circumstances can be used to determine what the parties intended to achieve. That is, “the factual matrix assists in discerning the meaning of the words that the parties chose to express their agreements; it is not a means by which to change the words of the contract in a manner that would modify the rights and obligations that the parties assumed thereunder” (at paragraph 78). Again, it is clear, the parties first reached an agreement on the landlord’s rights to terminate in 1997 as contained in the Lease Extension and Amending Agreement dated June 18, 1997. There was a two page, nine paragraph document which extended the tenancy for 18 months as of May 1, 1997. It included the Termination Notice at Clause 5.

14The Termination Notice was specifically referred to, modified and remained part of the bargaining between the parties when the tenancy was extended for two years commencing November 1, 1998 in the Lease Extension and Amending Agreement dated June 30, 1998. Reference to these documents was repeatedly made cumulating the signed Estoppel Certificate dated March 21, 2024.

15Regarding the existence and effect of the Estoppel Certificate, I agree with the statement of the law in 1960529 Ontario Inc. v. 2077570 Ontario Inc., [2017] ONSC 5254 (S.C.J.) (at paragraph 44) that “Estoppel certificates are commonly used in commercial transactions involving the sale of land where there are tenancies. The parties to a commercial real estate transaction are entitled to rely upon an estoppel certificate to prevent the party signing the certificate from taking a position that is contrary to the statements made therein”. The Estoppel Certificate expressly includes the documents providing for the landlord’s ability to terminate the lease.

16Finally, counsel for the applicant relied on the statement Meridian C C Intl Inc. v. 2745206 Ontario Inc., 2022 ONCA 12 (at paragraph 9) that it would be an error to focus “too narrowly on the definition of the leased premises and the results of the proposed renovations”. An approach that “would give rise to the unintended and commercially unreasonable result that any change which reduces the area of the leased premises would allow the landlord to terminate the lease” was untenable.

17I do not find that to be the situation before me. The current tenant and the current landlord here have an agreement in place which provides for the landlord to give notice of its intention to terminate the tenancy on 30 days notice without having to demonstrate any intention to renovate the premises or other triggering event. Before delivery of the Notice of Termination, the respondent contacted and met with the tenant to determine if this step could be avoided by negotiating a new agreement which included paying a higher rent. This was apparently unsuccessful as confirmed in the March 4, 2024 letter (Exhibit K, Affidavit of Stowell Theodore, sworn May 17, 2024). The fact the applicant has a long standing presence at its existing location which has become highly valued to it, is something the applicant needs to consider as part of determining its next step. It is not a basis to ignore or invalidate a clear and unambiguous term that has been part of the existing agreement for many years.

CONCLUSION

18As a result, this application is dismissed.

COSTS

19At the conclusion of submissions, I was advised that the parties had agreed on the sum of $25,000 to be paid by the unsuccessful party to the successful party. That agreement is greatly appreciated and is encouraged. So ordered.

Mr. Justice G. Dow

Released: September 17, 2025

CITATION: Chayil Church v. Soneil Pickering Inc., 2025 ONSC 3830

COURT FILE NO. CV-24-00719835-0000