Stephen C. Nadler

The Ontario Court of Appeal dismissed David Jarvis’s appeal regarding his entitlement to exercise stock options after resigning as a director of 1CM Inc. The court found that the corporate documents clearly required Jarvis to be a director at the time of exercising the options.

Jarvis failed to demonstrate any error in the application judge’s interpretation of the plan.

The respondent was awarded costs of $15,000.

The plaintiffs brought a motion to maintain a certificate of pending litigation (CPL) on a property owned by the defendants.

The plaintiffs had paid deposits for pre-construction townhomes, but the defendants made no progress on the development and attempted to sell the property to a third party.

The defendants argued the CPL should be discharged based on a 'no registration clause' in the agreements of purchase and sale.

The court found a triable issue regarding an interest in land and held that the equitable factors favoured maintaining the CPL to protect the plaintiffs' investments, despite the contractual prohibition.

The applicant sought relief from forfeiture arising from an agreement of purchase and sale after breaching a term requiring the vendor's prior written consent to list or sell the townhouse.

The applicant had listed and sold the property without consent, leading the respondent vendor to terminate the agreement and forfeit deposits and occupancy fees.

The court dismissed the application, finding the applicant's conduct, the gravity of the breach, and the disparity between the forfeited property value and damages did not warrant relief from forfeiture.

Furthermore, the retention of the deposit and occupancy fees was not found to be unconscionable, considering the commercial context and the applicant's sophistication.

This endorsement clarifies the administrative nature of scheduling urgent matters before the Ontario Superior Court of Justice during the COVID-19 pandemic.

The court emphasized that the Chief Justice's Notice to the Profession provides guidelines for urgent services, not statutory rules, and that the scheduling process is an administrative function.

Submissions on the merits or the issue of urgency are not required or helpful once a matter has been scheduled, as they clog court resources and are not part of the legal dispute between parties.

The court scheduled the applicant's proposed matter for an urgent case conference, dismissing the respondent's subsequent submissions against urgency.