Corporate/Commercial Law - SCJ

The parties entered into a talent acquisition agreement where the defendant agreed to hire a team of employees from the plaintiff.

The plaintiff brought an action for breach of contract, claiming the defendant failed to make two subsequent payments and incurred termination expenses after the defendant terminated several of the hired employees without cause.

Both parties moved for summary judgment.

The court granted the defendant's motion and dismissed the action, finding that the plain wording of the agreement conditioned the subsequent payments on the retention of the employees.

The court also rejected the plaintiff's argument that the defendant breached its duty of good faith, noting the terminations were a result of the COVID-19 pandemic.

The plaintiff bank brought a motion for summary judgment against the self-represented defendants for outstanding debts on a line of credit, credit card, and overdraft account.

The defendants admitted to the agreements and amounts owing but argued they could withhold payment due to the plaintiff's alleged non-compliance with PIPEDA and the CBCA.

The court found no genuine issue requiring a trial, noting that PIPEDA and the CBCA do not provide a defence to liability for the debts.

The plaintiff's motion for summary judgment was granted, and the defendants' cross-motion to strike an affidavit and for disclosure was dismissed.

The plaintiff, owner of a longstanding craft beer competition, brought a motion for an interim injunction to prevent the defendants from holding a competing national craft beer competition.

The plaintiff alleged that a former employee, now working for the defendant association, misused confidential financial and business information obtained during his employment and during subsequent failed negotiations to purchase the plaintiff's competition.

The court applied the RJR MacDonald test and found a serious issue to be tried, presumed irreparable harm due to the nature of the confidential business information, and determined the balance of convenience favoured the plaintiff.

A time-limited injunction was granted until September 1, 2022.

The moving party, a hotel operator, sought a pre-claim interim injunction under Rule 37.17 to remove allegedly fake and defamatory Google reviews, as well as a Norwich Order to identify the anonymous posters.

The court found strong grounds that the reviews were fabricated and causing continuous damage to the business.

The court also considered whether email service of the motion materials to Google was adequate, given that Rule 16.01 generally requires personal service for originating processes.

The court held that while a pre-claim motion should typically require personal service to ensure procedural fairness, email service was sufficient in this case because Google publicly designates specific email addresses for legal notices and removals.

The interim injunction and Norwich Order were granted.

The moving party purchaser sought damages or a $350,000 abatement of the purchase price, alleging the court-appointed Receiver breached an Asset Purchase Agreement and a Share Purchase Agreement by failing to act in good faith and use best efforts to preserve a cannabis license.

The court dismissed the motion, finding the Receiver had no authority over the excluded cannabis assets under its appointment order, the purchaser failed to discover the license's expiry date during its own due diligence, and the Receiver fully complied with its contractual obligations to negotiate and assist with a change of control.

The applicant, a Near Band, challenged the jurisdiction of an arbitrator to hear a dispute arising from a limited partnership agreement concerning the distribution of gaming revenues.

The applicant argued it was not bound by the agreement because the individual who signed it on its behalf lacked authority.

The Superior Court of Justice, treating the application as a hearing de novo, found that the individual had apparent authority, no other person held themselves out as Chief at the time, and the applicant had accepted benefits under the agreement for six years.

The application was dismissed, and the arbitrator was found to have jurisdiction.

The Receiver brought a motion for an order approving a proposed sale and investment solicitation process (SISP) and authorizing the disclosure of Borrower Information to Qualified Bidders.

The court found that the proposed SISP satisfied the test for approval, as it was fair, transparent, and optimized the chances of securing the best price.

The court also authorized the disclosure of Borrower Information, finding that the best interests of investors could be jeopardized without such disclosure, and noting that all borrower concerns had been resolved and confidentiality obligations would apply to bidders.

The motion was granted.

The plaintiff bank brought a motion for summary judgment against the defendant for the deficiency owing on an investment loan after the defendant defaulted.

The defendant alleged fraud by his investment advisor, claimed the advisor was an agent of the plaintiff, and raised the defence of non est factum, arguing he did not receive proper independent legal advice.

The court found no evidence of an agency relationship between the plaintiff and the advisor, noted the defendant signed an independent legal advice certificate, and rejected the non est factum defence.

Finding no genuine issue requiring a trial, the court granted summary judgment to the plaintiff for the deficiency and dismissed the defendant's counterclaim.

Following the approval of an amended restructuring proposal under the Bankruptcy and Insolvency Act, two limited partner applicant groups sought costs for their participation in the proceedings.

The court declined to award costs, noting the Commercial List practice of generally not awarding costs in restructuring matters.

The court emphasized that restructuring is not a classic adversarial proceeding and that stakeholders should not be discouraged from participating by the threat of costs.

No order as to costs was made for the bankruptcy proceeding, though the court left open the possibility of addressing costs in the related civil proceedings if funds flow back to the partnership.

At a case conference in a commercial lease dispute, the court established a timetable for steps leading up to the plaintiff's summary judgment motion and the defendants' Rule 21 motion.

The court declined to rule on other substantive issues, such as demands for particulars and further affidavits of documents, noting they required a proper evidentiary record and formal motions.

The ordered timetable incorporated a two-week extension to the plaintiff's proposal to accommodate defense counsel's schedule.

The moving defendants brought a motion to strike various claims from the plaintiffs' Statement of Claim, including claims for statutory rescission, misrepresentation, common law rescission, and all claims against the individual defendant director personally.

The court struck the claim for statutory rescission without leave to amend as it was brought beyond the two-year limitation period under the Arthur Wishart Act.

The court struck the claims against the individual director, finding no separate identity of interest from the corporate franchisor, but granted leave to amend.

The claims for misrepresentation and common law/equitable rescission were also struck with leave to amend due to a lack of necessary particulars.

The applicants, directors and majority shareholders of two corporations, sought an order that the corporations indemnify them for legal costs incurred in a winding-up application and a related action.

The respondents opposed the motion, arguing the applicants did not act honestly and in good faith.

The court found the applicants acted honestly and in good faith with a view to the best interests of the corporations, despite the respondents' active opposition to the winding-up.

The court granted the motion, ordering the corporations to indemnify the applicants for their reasonable legal costs, less unbilled amounts and costs thrown away, and awarded costs of the motion to the applicants.

The court determined the costs of an application to wind-up two corporations and a related action, following years of protracted and bitter litigation.

The applicants were largely successful and sought enhanced costs, including against a non-party shareholder.

The court awarded substantial indemnity costs for several motions due to the respondents' vexatious and obstructive conduct.

The court also awarded costs to a self-represented litigant for time spent performing work ordinarily done by a lawyer.

The non-party shareholder was held jointly and severally liable for a portion of the costs in the action due to her unreasonable refusal of settlement offers.

The plaintiff and defendants were 50 percent owners of a corporation whose sole asset was a property intended for gas station development.

Following a breakdown in their relationship, the defendants sold the property to a third party without the plaintiff's consent.

The plaintiff brought a motion for an oppression remedy to remove the defendants from management, while the defendants sought to wind up the corporation.

The court dismissed both requests, finding no oppressive conduct and concluding that a winding up was not just and equitable at this stage.

The court granted a motion to rescind the sale of the property and ordered the return of the purchase funds held in court, less outstanding costs owed to the plaintiff.

The plaintiff sought to enforce an unpaid oppression judgment against the defendant Daniel Xiao by bringing a fraudulent conveyance and conspiracy action against him, his former wife, and her parents.

The court found that the defendants fraudulently conveyed a Toronto property to the parents and subsequently used the proceeds and other funds to purchase a Vancouver property in the wife's name to defeat the plaintiff's claims.

The court rejected the defendants' laches defence, finding no acquiescence or irredeemable prejudice despite a lengthy delay.

The court allowed the tracing of funds and awarded judgments of $60,000 against the parents and $175,000 against the former wife.

The plaintiff franchisor brought an action against the defendant, the sole shareholder of a former corporate franchisee, to recover over $1.7 million in costs awarded to the franchisor in a prior class action commenced by the franchisee.

The plaintiff moved for summary judgment relying on an indemnification provision in the franchise agreement and a personal guarantee signed by the defendant.

The court granted the plaintiff's motion, finding the defendant personally liable under both the indemnification provision and the guarantee.

The court also dismissed the defendant's cross-motion, rejecting arguments that the claim was statute-barred or previously released.

The plaintiff bank brought a motion for summary judgment to collect on an overdraft facility and a personal guarantee signed by the individual defendant.

The defendant argued non est factum, claiming he was misled by a bank representative into believing no personal guarantee was required.

The court granted summary judgment, finding no genuine issue requiring a trial, as the defendant was careless in signing the document and the bank's statements did not amount to a material misrepresentation.

The applicant, a funding organization, sought possession of fitness equipment leased to various numbered companies operating out of premises owned by the respondent landlord.

The leases were in default.

The respondent challenged the applicant's status, arguing the leases were not properly assigned from the original lessor.

The court found the assignment was valid and the applicant had the right to possession under the leases, the General Security Agreements, and the Personal Property Security Act.

The court granted the application, ordering the respondent to cease impeding the applicant's access to the equipment.

The plaintiff (ADM) sued the defendant (DW) for unpaid invoices relating to touchscreens.

DW counterclaimed for damages, alleging the touchscreens were defective.

ADM argued DW spoliated evidence by replacing the touchscreens before ADM could test them.

The court dismissed the spoliation argument, finding DW replaced the screens to mitigate damages and satisfy customers, not to affect litigation.

The court found ADM breached the implied conditions of fitness and merchantable quality under the Sale of Goods Act, as the touchscreens suffered from a manufacturing defect causing the cover sheets to collapse.

DW was awarded damages for replacement costs, labour, shipping, and engineering, less a set-off for ADM's unpaid invoices.

The plaintiffs loaned $25,000 to the individual defendant's corporation based on a long-standing friendship.

When the loan was not repaid, the plaintiffs sued the corporation and the individual defendant.

The defendants failed to attend the trial.

The court found that the individual defendant had personally guaranteed the loan to protect his own interest in the corporation, taking the guarantee out of the Statute of Frauds.

Judgment was granted against both defendants for the principal amount plus interest and costs.