Corporate/Commercial Law - SCJ

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 applicant purchaser sought the return of a $3.25 million deposit after refusing to close a $70 million commercial real estate transaction, alleging the respondent vendor failed to satisfy conditions regarding a Walmart estoppel certificate and a Dollarama lease extension.

The vendor argued the purchaser used minor technicalities to avoid closing due to the economic uncertainty of the COVID-19 pandemic.

The court found that the vendor made commercially reasonable efforts to satisfy the conditions and that the purchaser failed to act reasonably and in good faith by refusing to accept the documents or negotiate.

The court concluded the purchaser repudiated the transaction and the vendor was entitled to retain the deposit.

The applicant, an automobile parts manufacturer, sought a determination of liability insurance coverage from its insurers after settling a product liability claim for $24 million USD.

The dispute centered on when the respondent's umbrella coverage responded and the quantum of the claim.

The court held that the umbrella coverage responded once the primary policy limits were exhausted, and that the applicant was entitled to recover the balance of its loss, including forecast repair costs, totaling $13.4 million USD.

The defendants moved to stay the plaintiff's action under s. 7(1) of the Arbitration Act, 1991, arguing the dispute over a promissory note was subject to an arbitration clause in a related Master Cannabis Agreement.

The plaintiff argued the promissory note was a standalone agreement not subject to arbitration.

The court found the agreements were inextricably intertwined and the dispute fell within the broad scope of the arbitration clause.

Finding no exceptions under s. 7(2) applied, the court granted the motion and stayed the action.

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 franchisee applied to rescind a franchise agreement under s. 6(2) of the Arthur Wishart Act, alleging material deficiencies in the franchisor's disclosure document.

The court found that the franchisor failed to disclose complete financial statements, the absence of a head lease, a negotiated agreement to lease, and the fact that the location was the franchise's first non-mall setting.

These omissions effectively deprived the franchisee of the opportunity to make an informed investment decision, amounting to a failure to provide a disclosure document.

The application was allowed, the rescission was declared valid, and the franchisor and its associate were ordered to pay $306,581 in statutory compensation, with the franchisee's loss of income claim referred to a master.

Following a successful trial where the plaintiff recovered a $1.5M fee and defeated a counterclaim, the plaintiff sought costs of $680,152.55.

The defendant argued the plaintiff's offer to settle was served 1.5 hours late and thus did not trigger the mandatory cost consequences of Rule 49.10.

The court applied a holistic approach under Rule 49.13, finding the offer provided adequate time to assess risk in an all-or-nothing case.

The court exercised its residual discretion and awarded the plaintiff its requested costs.

The plaintiff brought an action against the defendants Isaify Inc. and Ali Imran Zaffar, seeking to hold them jointly and severally liable for a default judgment previously obtained against other defendants in the amount of $361,062.10.

The plaintiff alleged that Zaffar and Isaify participated in a fraudulent scheme by misrepresenting the financial health of a business partner and allowing their bank accounts to be used to divert funds from creditors.

The court found that the defendants' conduct amounted to fraud, as they knowingly misled the plaintiff and induced it into entering transactions that resulted in financial loss.

The court held that the defendants were bound by the default judgment and ordered them jointly and severally liable for the damages.

The plaintiff brought a proposed class action against a telecommunications provider seeking pro-rated refunds for prepaid wireless services after cancelling her contract.

The plaintiff relied on a statutory cause of action under the Telecommunications Act, alleging the provider breached the CRTC's Wireless Code.

The provider brought a cross-motion to strike the claim.

The Superior Court granted the cross-motion, finding that the plaintiff's claim was essentially for breach of contract, which is expressly excluded from the statutory cause of action by s. 72(3) of the Act.

Alternatively, the court held it would decline to exercise jurisdiction and defer to the CRTC, which has exclusive regulatory authority over the Wireless Code.

The defendants brought a motion for a mandatory interim injunction to enforce indemnity agreements and require the plaintiffs to advance funding for their legal expenses.

The court found that the Cytrynbaum jurisprudence did not apply because the motion sought a mandatory injunction against an individual and a corporation, rather than a final determination under the CBCA.

The court dismissed the motion, holding that the defendants failed to establish a strong prima facie case due to concerns about conflicts of interest and lack of independent legal advice in the drafting of the indemnity agreements.

The court also found no irreparable harm, as any harm could be quantified in monetary terms.

The plaintiffs brought a motion for a Mareva injunction and Certificates of Pending Litigation against the defendants, alleging they perpetrated a Ponzi scheme involving mortgage and securities fraud.

The court found a strong prima facie case of fraud, oppression, and conspiracy, noting that tens of millions of dollars were raised without proper compliance and were unaccounted for.

The court inferred a strong risk of dissipation of assets based on the defendants' conduct, including the listing of a $4 million house and suspicious property transfers.

The motion for the Mareva injunction and CPLs was granted.

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 applicants sought to remove land and PPSA registrations placed by the respondents on the basis of two promissory notes.

The court determined a preliminary issue of whether the promissory notes were enforceable on their face against the applicant corporations.

The court found that because the notes did not name the corporations, despite the individual signatory indicating he had authority to bind a corporation, the notes were only enforceable against the individual personally.

Consequently, the registrations against the corporate applicants were ordered removed.

The applicants, solar power project developers, sought a declaration that the Independent Electricity System Operator (IESO) did not have the right to terminate their Feed-In-Tariff (FIT) contracts for failing to achieve commercial operation by the Milestone Date for Commercial Operation (MCOD).

The IESO had previously waived this right but issued a warning letter revoking past waivers following a government directive to wind down pre-construction energy contracts.

The court applied principles of contractual interpretation and found that the FIT contracts, which included a 'time is of the essence' clause, unambiguously granted the IESO the right to terminate for failure to meet the MCOD.

The application was dismissed.

The applicant appealed three arbitral awards dismissing its claims against the respondent municipality for remediation costs, additional construction costs, and interest related to a waterfront development project.

The Superior Court of Justice found that the arbitrator made reversible errors of law and breached procedural fairness in all three awards by relying on legal theories and defences—such as an implied 'time is of the essence' term, implied fiduciary-like duties for a construction manager, and equitable estoppel—that were never pleaded or argued by the parties.

The court held that these errors were not trivial and tainted the outcomes, directing the parties to schedule a case management conference to determine the appropriate remedy.

The plaintiff brought a motion for an interlocutory injunction to prevent former employees and their new competing businesses from soliciting its customers.

The court dismissed the motion, finding that the plaintiff failed to establish a strong prima facie case, as the non-competition agreements were either expired or likely unenforceable.

Furthermore, the court found no irreparable harm, concluding that damages would be an adequate remedy if the plaintiff ultimately succeeded at trial.

The plaintiffs obtained an ex parte Mareva injunction freezing the assets of the defendant, a former senior manager who allegedly misappropriated funds and started a competing business.

On the return of the motion, the court reviewed the evidence de novo.

The court found that the plaintiffs failed to establish a strong prima facie case of fraud, as the defendant provided reasonable explanations for the impugned credit card charges and tax defaults.

Furthermore, the defendant's decision to sell his home was made prior to being served with the claim and was for the purpose of downsizing, not dissipating assets.

The Mareva injunction was set aside.

The plaintiff, a director of a company that contracted with the defendant to host a television festival, sued the defendant for breach of contract, negligence, and breach of fiduciary duty after the defendant cancelled the agreement due to unpaid fees.

The defendant moved for summary judgment.

The court granted the motion, finding that the plaintiff's claim was statute-barred as it was commenced more than two years after the claim was discovered.

Furthermore, the court held that the plaintiff lacked privity of contract to sue personally, and that the defendant owed no duty of care or fiduciary duty to the plaintiff.

The plaintiff, assignee of a debt for commercial fuel deliveries, brought a motion for summary judgment against a father and son who previously operated a business as a general partnership.

The partnership had been dissolved by an arbitrator's order, but neither partner notified the fuel supplier.

The son continued to order fuel while occupying the business premises.

The court granted summary judgment, finding that under s. 36(1) of the Partnerships Act, the failure to notify the creditor meant both former partners remained jointly and severally liable for the debt incurred.

The assignment of the debt was also found to be valid.

The moving parties sought an urgent interlocutory injunction to prevent the respondent from selling securities in a real estate development project pursuant to a put option agreement, or alternatively, an order freezing the sale proceeds under Rule 45.02.

The court found that while the moving parties might suffer irreparable harm if the proceeds were repatriated out of Canada, the balance of convenience favoured the respondent, who had a valid third-party offer and faced an impending mortgage expiry.

The court also held that the sale proceeds did not constitute a specific fund under Rule 45.02 as the moving parties' claim was essentially for damages.

The motion was dismissed, with leave to renew if the current sale transaction failed to close.