Corporate/Commercial Law - SCJ

The plaintiff brought a motion for summary judgment for an unpaid commercial account for animal feed supplied to the defendant's dairy goat farm.

The defendant disputed the debt, alleging the feed was defective, caused health issues and death in his herd, and claimed an equitable set-off for lost profits.

The court granted summary judgment, finding the plaintiff proved the debt and the 30% annual simple interest rate.

The court dismissed the defences, noting the defendant failed to provide expert evidence linking the feed to the herd's health issues or financial evidence to support the set-off claim.

The plaintiff brought a motion to compel answers to undertakings and refusals given during an examination for discovery, specifically seeking unredacted copies of a credit agreement, its amendments, and calendar appointments in native format.

The court found that the credit agreement and its amendments were captured by the discovery requests and were relevant to the pleadings.

The court ordered production of the agreements but permitted limited redactions for irrelevant and commercially sensitive information, rejecting the defendants' broad redactions.

The court also ordered the production of calendar appointments in native format as impliedly required by the parties' discovery plan.

The individual defendant, who is one of two shareholders and directors of the corporate defendant, brought a motion for leave to represent the corporation under Rule 15.01(2) of the Rules of Civil Procedure.

The plaintiff, who is the other shareholder and director, opposed the motion.

The court applied the Extend-A-Call factors and found that the corporation lacked the financial resources to retain counsel, and that the individual defendant was capable of comprehending the issues and advocating for the corporation.

The court granted the motion, subject to the condition that the individual defendant obtain authorization from the corporation to represent it.

The plaintiff brought a motion to examine representatives of two non-party corporate shareholders (Lake and JLA) under Rule 31.03(8), arguing the action was being defended for their immediate benefit due to an indemnification agreement and litigation accrual fund.

The plaintiff also sought a further and better affidavit of documents.

The court found that the non-parties had a direct financial interest in the outcome and were beneficial parties.

The court ordered the examinations of the non-parties' principals, limited to 10 hours total, and ordered the defendant to serve a further and better affidavit of documents.

The self-represented individual defendant brought a motion to set aside a noting in default entered against him and two corporate defendants in an action for breach of a commercial equipment lease.

The court proceeded only with the individual defendant's motion, as he lacked leave to represent the corporations.

The court dismissed the motion, finding the defendant failed to demonstrate a bona fide intention to defend the claim, provided no explanation for his failure to defend or his two-year delay in bringing the motion, and failed to show an arguable defence on the merits.

The applicant, a 50% shareholder and director of a restaurant corporation, brought an application for an oppression remedy against his brother (the other 50% shareholder) and his sister-in-law.

The respondents had negotiated a lease buyout without the applicant's knowledge, deposited the proceeds into a separate account, and diverted funds to the sister-in-law under a fabricated security agreement.

The court found that the respondents' actions breached the applicant's reasonable expectations under the unanimous shareholder agreement and constituted oppression.

The court ordered an accounting, the discharge of the security agreement, and the return of diverted funds to a trust account.

The applicant tenant, a dentist, sought to assign his commercial lease to two younger dentists purchasing his practice.

The respondent landlord refused to consent, initially requesting a demolition clause and later demanding extensive financial information.

The tenant brought an application under the Commercial Tenancies Act, arguing the refusal was unreasonable.

The court found that neither party acted in good faith, as the landlord's requests were overreaching but the tenant failed to provide basic financial information.

The application was dismissed without prejudice, allowing the tenant to re-open it if the landlord continued to refuse consent after receiving reasonable financial disclosure.

The applicant tenant brought an application for the return of moneys held by the respondent landlord following the end of a commercial lease.

The landlord claimed the tenant owed occupancy costs, utilities, and damages for move-out deficiencies.

The court found the landlord's accounting unreliable, as it was uncertified, inconsistent, and relied on hearsay evidence.

The court ordered the landlord to return $49,906.00 to the tenant, representing the funds held less conceded unpaid rent.

Claims by both parties for additional damages were dismissed due to insufficient evidence and the lack of a cross-application by the landlord.

The plaintiffs brought a motion for summary judgment to enforce a Promissory Note for $293,210 against the defendants.

The defendants argued that the note was invalid and raised a counterclaim for set-off based on various alleged debts.

The court found that the defendants' evidence lacked credibility, the counterclaim was statute-barred and without merit, and the Promissory Note was valid and enforceable.

Alternatively, the court found the defendants liable on the basis of unjust enrichment.

The motion for summary judgment was granted and the counterclaim was dismissed.

The applicant sought a declaration that its insurer had a duty to defend it in an underlying lawsuit.

The insurer argued that coverage was excluded under Exclusion 20 of the claims-made policy, which excluded claims of which the insured was aware as of the 'inception date of this Policy'.

The court found the phrase 'inception date' to be hopelessly ambiguous, as it could refer to either the initial policy issuance date or the most recent renewal date.

Applying the principles of contract interpretation, the court construed the ambiguous exclusion clause against the insurer and granted the application, ordering the insurer to provide a defence.

The defendant moved to stay the plaintiff's construction lien actions and discharge the liens, arguing that the plaintiff corporation lacked a controlling mind after its sole director became bankrupt.

The court found that neither the bankrupt director nor a secured creditor holding a share pledge agreement had the legal authority under the Business Corporations Act to direct the litigation.

The court stayed the actions but granted a 30-day cure period for the plaintiff to rectify the corporate governance issue, and ordered the plaintiff to post $150,000 in security for costs as a precondition to lifting the stay.

The appellants appealed an arbitrator's decision to quash summonses issued to non-party lawyers in a commercial arbitration regarding referral fees.

The arbitrator had quashed the summonses on the basis that the requested client names and accounting information were protected by solicitor-client privilege.

The Superior Court dismissed the appeal, finding that the non-party lawyers were not bound by the arbitration agreement's expanded appeal rights, and under the Arbitration Act, 1991, there is no right of appeal for questions of mixed fact and law.

The court further held that the standard of review was reasonableness and the arbitrator's decision to quash the summonses and award costs was reasonable.

Following a successful motion interpreting a price adjustment clause in a land development agreement, the applicant sought the return of disputed funds held in trust by the respondents' solicitor, along with interest.

The court determined the appropriate interest rates for both the undisputed mortgage amounts paid late by the applicant and the disputed funds held in trust by the respondents.

The court awarded 4% simple interest to the respondents on the late undisputed payments and 4% simple interest to the applicant on the disputed funds held in trust, allowing the respondents to retain the GIC interest earned.

The plaintiffs commenced an action against the supplier and local dealer of materials and design for a cottage, alleging negligence and breach of warranty due to significant wood rot.

The defendant supplier brought a motion to stay the action, relying on an arbitration clause in its standard form Purchase and Sale Agreement.

The court applied the competence-competence principle and the analytical framework from Haas v. Gunasekaram, finding an arguable case that the arbitration agreement existed, bound the parties, and covered the dispute.

The court rejected arguments that the arbitration clause was unconscionable or that the local dealer's filing of a defence precluded a stay.

The motion was granted and the action was stayed in favour of arbitration.

Two competing applications were brought seeking the interpretation of a commercial lease between a tenant operating a nutritional supplement store and a landlord.

The landlord alleged the tenant breached the lease and a restrictive covenant in favour of another tenant by preparing made-to-order protein shakes, selling weight loss products, and operating a juice bar.

The court found that the lease did not permit the tenant to prepare or mix shakes on-site, constituting a breach.

However, the tenant was permitted to sell weight loss products, and there was insufficient evidence that it operated a juice bar.

A permanent injunction was granted restraining the tenant from selling on-site prepared beverages.

The defendants brought a motion to set aside a noting in default and to stay the plaintiffs' action in favour of arbitration.

The plaintiffs, who were purchasers under a pre-construction agreement of purchase and sale, had commenced an action for the return of their deposit after the transaction failed to close.

The court set aside the noting in default, finding the defendants had promptly indicated their intention to rely on the arbitration clause.

The court also granted the stay, holding that the arbitration clause was valid, not unconscionable, and not procured by undue influence, and that the mandatory stay provisions of the Arbitration Act applied.

The plaintiff brought an action to enforce a promissory note for USD $200,000 against the defendant.

The defendant counterclaimed for rescission of the note and damages for mismanagement of a corporation they co-founded.

The court found the promissory note to be valid and enforceable, rejecting the defendant's claims of duress and mistake.

The counterclaim was largely dismissed due to a binding arbitration clause and lack of jurisdiction over the foreign corporation, but the court stayed enforcement of the judgment until the plaintiff produced certain corporate records to the defendant.

The plaintiff manufacturer brought a summary judgment motion for $222,339.57 in unpaid invoices against the defendant, a former authorized dealer.

The defendant brought a cross-motion to compel the plaintiff to accept the return of inventory purchased in the six months prior to the termination of their relationship.

The court found that the plaintiff had effectively terminated the distributorship arrangement without notice.

To give business efficacy to the parties' arrangement, the court implied a term allowing the defendant to return untouched inventory purchased after May 1, 2018, for full credit against the outstanding invoices.

The applicant, a care facility operator, brought an application seeking declarations that the respondent County acted in bad faith by not renewing their annual services agreement under the Domiciliary Care Program.

The County had declined to renew the fixed-term contract due to a history of non-compliance, particularly regarding Fire Code violations and the delayed installation of a sprinkler system.

The court dismissed the application, finding that the contract had a clear end date with no automatic renewal clause, and therefore the County owed no duty of good faith to renew it.

Furthermore, the court found no evidence of bad faith, noting that the County had repeatedly communicated its concerns and provided reasons for non-renewal despite having no contractual obligation to do so.

The plaintiff brought an action for damages relating to a dispute over sales commissions.

The defendants brought a motion to stay the action based on arbitration clauses in the relevant sales agreements.

The plaintiff argued the clauses were invalid due to vagueness or unconscionability.

The court found the arbitration clauses were binding, unambiguous, and not unconscionable, and stayed the action in favour of arbitration.