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ONTARIO – Real Estate Transactions – Damages – The normal measure of damages when the vendor wrongly refused to close the transaction is the difference between the purchase price and the value of the property on the date of the breach. That normal measure of damages is not displaced by a purchaser’s intention to develop the land.

ONTARIO – Arbitration – International Commercial Arbitration Act, 2017, SO 2017, c. 2, Sched. 5, Schedule 2 (“ICAA”) and the UNCITRAL Model Law on International Commercial Arbitration (“Model Law”) – Stay of court proceedings refused where the arbitration agreement was held to be contrary to Ontario public policy and unconscionable and therefore, unenforceable.

ONTARIO – Shareholder Remedies – Winding Up – Winding up may not be appropriate under OBCA s. 207(1)(b)(iii) where the corporation may continue to operate profitably. The Court is obliged to consider whether there are less restrictive options available. Even where it remained to be seen whether a corporation would become profitable, depending on the facts, the Court may not be satisfied that it cannot by reason of its liabilities continue with its business.

ONTARIO – Shareholder Remedies – Oppression – Except in rare circumstances, the principles for granting interlocutory injunctive relief apply when such relief is sought in the context of an oppression case.

ONTARIO – Evidence – Privilege – Remedies for Breach – A breach of privilege creates a serious risk to the integrity of the administration of justice. To prevent this, the Courts must act swiftly and decisively, which may include granting a stay of proceeding, striking evidence, or ordering that a matter proceed before a judge as an undefended matter.

ONTARIO – Contract Interpretation – A time is of the essence clause in an Agreement of Purchase and Sale means that a time limit is essential such that a breach allows the innocent party to terminate the Agreement. There must be some factual basis such as unfair or unjust conduct by the party seeking to uphold the clause to use the court’s residual equitable jurisdiction to relieve against the breach of a “time is of the essence” clause.