Steve J. Tenai

This appeal concerned a dispute over indemnification and escrow provisions in an asset purchase agreement, specifically whether an amendment to a Notice of Application was statute-barred.

The Court of Appeal dismissed the appeal, affirming the application judge's decision that the amendment was not statute-barred, despite an error in the application of s. 16(1)(a) of the Limitations Act, as it did not introduce a new cause of action or remedy.

The court also upheld the interpretation of the Escrow Agreement regarding notice delivery, finding that registered mail was not a valid method of delivery.

The applicants, SpaceBridge, sought declarations that an indemnity claim made by the respondents, Baylin, under an asset purchase agreement (APA) and related escrow agreement was invalidly delivered, and for the return of $1,826,512 paid out of an escrow fund.

The core dispute revolved around the interpretation of contractual notice provisions, specifically whether delivery by registered mail was a permitted method under the Escrow Agreement, which had different notice modalities than the APA.

The court found that registered mail was not a valid mode of delivery under the Escrow Agreement, meaning Baylin's claim certificate was not properly delivered, and thus SpaceBridge's 30-day objection period never commenced.

Consequently, the payment from the escrow fund was improper, and Baylin was ordered to return the funds.

The court also dismissed Baylin's arguments regarding limitation periods and estoppel, but clarified that the ruling did not invalidate Baylin's underlying indemnity claim under the APA, which could still be pursued through litigation.

The appellant sought to register in Ontario a default judgment obtained in British Columbia to enforce a Privy Council judgment awarding compensation for expropriation of its property by the respondent.

The application judge and majority of the Court of Appeal dismissed the application on the basis that the respondent was not carrying on business in British Columbia under s. 3(b) of Ontario's Reciprocal Enforcement of Judgments Act.

The Supreme Court unanimously dismissed the appeal, finding no error of law in the interpretation of "carrying on business" and no palpable and overriding error in the factual conclusion that the respondent lacked any actual presence in British Columbia.

Côté J. concurred but wrote separately to address the open question of whether recognition (derivative) judgments fall within the REJA's definition of "judgment", concluding that they do.

The plaintiff sought summary judgment to recognize and enforce a British Columbia default judgment in Ontario.

The B.C. judgment had recognized a Privy Council judgment against the defendant.

The defendant argued that the B.C. judgment was a 'ricochet judgment' and that B.C. lacked a real and substantial connection for the purposes of extra-provincial enforcement.

The court agreed, finding that while B.C. legislation provided a presumption of jurisdiction for local enforcement, it did not satisfy the common law real and substantial connection test required for enforcement outside of B.C. The action was dismissed.

This appeal concerned the interpretation of an exculpatory clause (clause 28) in a preconstruction condominium purchase and sale agreement.

The appellants sought to recover more than their deposit plus interest upon termination of the agreement.

The court affirmed the motion judge's finding that clause 28, which limited the respondent's liability to the deposit plus interest, was clear and not altered by the incorporated Tarion provisions, as it represented an agreed allocation of risk consistent with the Tarion framework.

The appeal was dismissed.

This is a costs endorsement following an appeal where the appellants were awarded costs.

The appellants sought $100,000 for the applications below.

The respondents did not contest this amount.

The Court of Appeal ordered the respondents to pay the appellants $100,000, inclusive of disbursements and HST, for the costs of the original applications.

This appeal addressed a dispute arising from an asset purchase agreement concerning a director's resignation under a majority voting policy and a claim for contractual set-off.

The Court of Appeal found that the application judge erred in concluding that Baylin's majority voting policy did not comply with TSX requirements and in finding oppression against the respondent director.

The court also found error in the denial of contractual set-off for indemnity claims against unreleased shares.

The appeal was allowed, upholding the majority voting policy, requiring the director's resignation, and permitting the set-off of shares.

The defendants brought a motion for summary judgment to enforce a settlement agreement that purportedly resolved the plaintiffs' oppression claims arising from a corporate restructuring.

The plaintiffs opposed the motion, arguing the agreement was unconscionable and induced by misrepresentations regarding the inclusion of a critical patent licence.

The court dismissed the motion, finding that the factual matrix was complex, credibility issues were prominent, and it was premature to grant summary judgment or partial summary judgment before examinations for discovery had been completed.

The applicant sought to register a British Columbia default judgment against the Antiguan Government in Ontario under the Reciprocal Enforcement of Judgments Act.

The British Columbia judgment was itself a derivative judgment enforcing a Privy Council order regarding expropriation compensation.

The court dismissed the application, finding that the Antiguan Government did not carry on business in British Columbia through its Citizenship by Investment Program representatives.

Furthermore, the court held that the 'original judgment' under s. 3(g) of the Act was the Privy Council judgment, not the British Columbia judgment, meaning the respondent would have a valid limitation period defence in Ontario.

This is a motion for leave to appeal an order certifying a class action proceeding, specifically challenging the certification of oppression-based common issues.

The moving parties (Baffinland Iron Mines and three individual defendants) argued that previous decisions precluded class proceedings based on oppression claims due to the need for individual shareholder expectation assessments.

The court dismissed the motion for leave to appeal, finding no conflicting decisions and no reason to doubt the correctness of the original order.

The court held that the motions judge correctly applied appellate precedent that oppression claims do not necessarily require explicit evidence of each individual shareholder's expectations at the certification stage, provided common shareholder expectations are objectively reasonable and specifically pleaded.