ONTARIO – Duty of Good Faith and Honest Performance of Contract – Even where a Court finds a breach of the organizing principle of good faith and honest performance of a contract, the claimant must still prove its damages. Where the claimant failed to tender any evidence that it suffered a loss arising from the defendant’s breach, the Court refused to award any damages. The Court distinguished between evidentiary issues in proving damages, which may allow the Court to draw inferences as to quantum, and a failure to tender any evidence as to damages.
Continue readingCase #060E – Optiva Inc. v. Tbaytel
ONTARIO – Arbitration – Where an arbitrator has broad powers to hear all motions and to determine the procedure to be followed in a commercial arbitration between sophisticated parties, the arbitrator has jurisdiction to determine the matter by way of a summary judgment motion. The advantages flowing from a properly invoked summary judgment process have equal application in the arbitration and the civil trial context.
Continue readingCase #059M – Basegmez et al. v. Akman et al. 2022 ONSC 4127
ONTARIO – Under section 132 of the OBCA, the onus is on the officer or director with a personal interest in a contract to ensure it is reduced to writing, and is disclosed and approved by the corporation’s board. The court’s jurisdiction in a wind up or liquidation under section 207 of the OBCA is not limited to that of a claims officer appointed to adjudicate contested liquidation claims. In the context of a shareholder dispute, the court has broad powers to make any just and equitable remedy.
Continue readingCase #058M – Iris Technologies Inc. v. Rogers Communications Canada Inc.
ONTARIO – There is no further right of appeal from a Superior Court judge’s decision that reviewed an Arbitrator’s decision on a preliminary question that is not addressed in an award.
Continue readingCase #057D – Castillo v. Xela Enterprises Ltd. et al.
ONTARIO – Interference with a Receiver’s order and right to deal with property of the debtor, being shares in an Ontario company, by filing a criminal complaint in another country challenging the Receiver’s actions and disobeying the order constitutes civil contempt.
Continue readingCase #056D Darvish-Kazem v Pazkaz Enterprises Inc.et al.
ONTARIO – Company – Failure to document an agreement that equity contributions were in fact a loan is fatal. There must be an agreement or meeting of the minds. A minority shareholder is entitled to audited financial statements unless the shareholder has waived his or her right to statements.
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