Varoujan Arman

The applicant purchased the assets of a media company from secured debenture holders pursuant to an Assets Purchase Agreement that expressly excluded employment contracts and related liabilities.

When the predecessor company's union brought an application before the OLRB under s. 69 of the Ontario Labour Relations Act, the applicant settled for unpaid wages and vacation pay owed to employees prior to the closing date and sought indemnification under the APA.

The court held that the settlement payments fell within the excluded liabilities under the APA and that the applicant was entitled to full indemnification of $58,000, comprising the settlement amount and legal fees.

The court further found that the applicant's public announcement of its acquisition did not constitute a breach of the APA's confidentiality clause and would not, in any event, entitle the respondents to set off the indemnification owed.

Following the dismissal of the moving parties' motion for a certificate of pending litigation, both parties sought costs.

The moving parties argued they were substantially successful because the dismissal was conditional on an undertaking offered by the responding parties.

The court rejected this argument, noting the moving parties chose to proceed with the motion after the undertaking was offered.

The court awarded costs to the successful responding parties on a partial indemnity scale in the amount of $86,739.59.

The plaintiffs moved for leave to issue a certificate of pending litigation against a commercial property in Barrie, alleging an agreement to jointly acquire the property with the defendants.

The court found a triable issue regarding the plaintiffs' claim to an interest in the land, including whether one defendant acted as an agent for an undisclosed principal.

However, balancing the equities, the court dismissed the motion conditional upon the corporate owner providing an undertaking not to sell the property except to a bona fide purchaser, to pay 50% of net proceeds into court if sold, and to provide 30 days' notice of any refinancing or sale.

Following the dismissal of the plaintiffs' action as statute-barred on a summary judgment motion, the successful defendant sought costs on a substantial indemnity basis, relying on a Rule 49 offer to settle for a dismissal without costs.

The court found it was reasonable for the plaintiffs to refuse the tactical offer, as their discoverability arguments were reasonably arguable.

The court awarded the defendant partial indemnity costs fixed at $12,500.

The plaintiff tenant sought a mandatory interlocutory injunction to restore its access to a commercial leased premises after the defendant landlord changed the locks and terminated the lease for rent arrears and an intention to sell the property.

The plaintiff argued the termination was invalid because the 2021 lease was a new lease, not a renewal, and thus the landlord could not exercise a termination right tied to the renewal period.

The court dismissed the motion, finding the plaintiff failed to establish a strong prima facie case that the 2021 lease was a new lease rather than a renewal, and noted the plaintiff failed to provide evidence of approval for COVID-19 rent subsidies to trigger statutory protections.

The plaintiffs were injured in a dog attack in a condominium in 2012.

They sued the dog owner, condominium corporation, and property manager in 2013.

In 2019, they commenced a new action against the security company that provided concierge services.

The security company brought a motion for summary judgment, arguing the claim was statute-barred under the Limitations Act, 2002.

The court granted the motion, finding that the plaintiffs knew or ought to have known they had an occupier's liability claim against the security company in 2012, or at the latest by 2016, well before the two-year limitation period expired.

The action against the security company was dismissed.

The defendants brought a motion for summary judgment to dismiss the plaintiff's action regarding alleged defects in the design of an HVAC system, arguing the claim was statute-barred.

The plaintiff argued the claim was not discovered until he received an expert report, as the defendants had assured him the design was not flawed.

The court found that the plaintiff knew of the damage and believed the defendants were responsible well before the two-year limitation period expired, as evidenced by his emails and refusal to sign a release.

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

The plaintiff leasing company sought to enforce a personal guarantee and collateral mortgage granted by family members of the principals of a restaurant business in support of an equipment lease.

The defendants argued that their consent to the guarantee and mortgage was obtained through undue influence and without independent legal advice.

The court examined the principles governing undue influence in guarantee transactions, including the requirement that lenders be alert to manifestly disadvantageous transactions involving close relationships.

Given the vulnerable position of the sureties, the absence of meaningful independent legal advice, and circumstances placing the lender on notice of potential undue influence, the court found the guarantees and mortgage unenforceable.

The claims against the two sureties were therefore dismissed.

The moving party sought summary judgment recognizing and enforcing a United States District Court judgment from Indiana exceeding US$46 million.

The responding parties argued the judgment was not final because an appeal was pending and alleged a denial of natural justice based on the alleged mental incompetence of one defendant during the foreign trial.

The court held that a foreign judgment is final for enforcement purposes when the foreign court has no power to vary or rescind it, even if an appeal is pending and no stay of enforcement exists.

The court further held that the enforcing court’s role is limited to assessing procedural fairness rather than re‑litigating substantive issues such as competence at trial.

The Indiana judgment was recognized and enforced in Ontario, subject to an interim stay of enforcement pending developments in the foreign appeal.

The plaintiff landlord brought a motion for summary judgment against the defendant tenants for breach of a commercial lease, seeking rent arrears and costs for replacing a kitchen exhaust system.

The defendants argued the amounts claimed were excessive, citing betterment regarding the exhaust system and a failure to mitigate damages when re-leasing the premises.

The court granted summary judgment but reduced the damages awarded, finding the landlord was placed in a better position by the new exhaust system and had delayed in securing a new tenant.

Damages were awarded in the amount of $200,040.37, plus pre-judgment interest and costs.

The plaintiff brought a motion to amend the statement of claim to add a security company as a defendant after the expiry of the two‑year limitation period following a slip and fall in a condominium parking area.

The plaintiff relied on the doctrine of discoverability and argued that correspondence and later pleadings revealed the potential involvement of the security company.

The court held that the plaintiff had sufficient information within the limitation period to identify the security provider and failed to exercise due diligence in investigating its identity.

Evidence showed that the plaintiff interacted with the concierge on the day of the incident and counsel received information about the security company months before the limitation period expired.

The court concluded that the proposed claim was statute‑barred and the amendment could not be permitted.