William Mitches

The appellant appealed an application judge's decision finding that a 1998 gas storage lease replaced earlier oil and gas agreements, leaving the appellant without gas storage rights after the 1998 lease terminated.

The respondent raised a preliminary objection that the Court of Appeal's jurisdiction was ousted by a subsequent Ontario Energy Board order designating the lands as a gas storage area.

The Court of Appeal dismissed the preliminary objection, holding that the Board's order did not oust the court's jurisdiction to hear an appeal from a final order interpreting contractual rights.

On the merits, the Court upheld the application judge's interpretation that the 1998 lease was intended to replace, rather than supplement, the earlier agreements regarding gas storage rights.

The applicant sought a declaration that its gas storage lease was the only valid instrument permitting storage of gas under certain lands after the Court of Appeal held that the respondent’s gas storage lease had terminated but its earlier oil and gas lease remained valid.

The respondent argued that the oil and gas lease, as amended by a unit operation agreement, granted continuing gas storage rights.

The court applied principles of commercial contractual interpretation and considered the relationship between multiple agreements governing the same subject matter.

It held that the later gas storage lease, which contained an entire agreement clause and broader storage provisions, was intended to replace any storage rights that may have existed under the earlier oil and gas lease.

The application was granted and the respondent was found not to possess storage rights under the earlier lease.

The applicant sought a declaration that the Superior Court lacked jurisdiction to interpret certain oil and gas storage leases, arguing that the Ontario Energy Board had exclusive jurisdiction.

The court dismissed the application, finding that because the Board had not yet made an order designating the proposed storage areas or authorizing gas injection under the Ontario Energy Board Act, the substance of the claim did not fall within the Board's exclusive jurisdiction.

The Superior Court retained jurisdiction to interpret the leases.

The parties were bound by a shareholders agreement containing a shotgun buy-sell clause.

The respondents triggered the clause, offering to buy the appellants' shares or sell their own, demanding 100% of the purchase price on closing.

The appellants accepted the offer to sell but provided for payment of 50% on closing and a promissory note for the balance, relying on a 'Minimum Terms' provision in the agreement.

The application judge found the appellants' acceptance invalid as a counter-offer.

The Court of Appeal reversed, holding that the agreement's language deemed the 50% payment term to be included in any offer, making the appellants' acceptance valid.

The appellant appealed a decision declaring that its Oil and Gas Lease and Gas Storage Lease with the respondent had terminated.

The Court of Appeal upheld the termination of the Gas Storage Lease, finding the requirement to apply to the Ontario Energy Board within 10 years was a true condition precedent.

However, the Court reversed the decision regarding the Oil and Gas Lease, holding that a 'deemed production' clause in the Unit Operating Agreement kept the lease in full force and effect as long as the appellant continued to make annual rental payments, which it had done.

The appeal was allowed in part.

The Registrar of the Alcohol and Gaming Commission of Ontario issued a Notice of Proposal to revoke the liquor licence of Gait Corporation (operating as Wine Depot) and to refuse to remove conditions from the licence.

During an undercover investigation, police observed a prohibited individual acting as an employee, in violation of a specific licence condition.

The matter proceeded by way of an Agreed Statement of Facts and a Joint Submission on Disposition.

The Board found the licensee in contravention of the condition and ordered a 30-day suspension of the liquor licence.

The licensee also withdrew its application to remove the conditions.

The Registrar of the Alcohol and Gaming Commission of Ontario issued a Notice of Proposal to revoke the liquor licence of Gait Corporation (operating as Wine Depot) and to refuse to remove conditions from the licence.

During an undercover investigation, police observed a prohibited individual acting as an employee, in violation of a specific licence condition.

Following a joint submission, the Board found the licensee in contravention, accepted the withdrawal of the application to remove conditions, and ordered a 30-day suspension of the liquor licence.