ONTARIO - Interpretation of Contracts --- Rescission --- Where a party misrepresented the nature and purpose of an amendment to an agreement, the other party was entitled to rescission, even if the misrepresentation was innocent. Where an important amendment to an agreement is being made, the party proposing it must ensure that knowledge of the amendment comes to the other side.

ONTARIO - An arbitration clause did not require specific steps before arbitration could be commenced. Therefore, the limitation period began to run when one side informed the other that they would not enter into further negotiations.

ONTARIO - Court grants interlocutory injunction enforcing non-competition and non-solicitation covenants contained in a Dentist Associate Agreement related to the sale of a business, preventing the associate of dental practice from i) practicing within a 5 km radius ii) from soliciting clients and iii) from using confidential patient information from the purchased business.

ONTARIO - An “Estimate of Fair Market Value” clause of a Shareholders Agreement was held to provide for an arbitration, not a valuation, even though the nominee had to be a chartered accountant. The arbitrator, not the Court, should determine the valuation date. If the parties could not agree on the selection of the arbitrator, the Court will do so.

ONTARIO - A contract for the purchase of Cineplex was enforceable despite the COVID pandemic due to the exclusion of “outbreak of illness” in the material adverse effect clause. Cineplex did not breach its covenant to conduct business in the ordinary course. Expectation damages of more than $1.2366 billion were awarded to Cineplex for Cineworld’s refusal to complete the transaction.

ONTARIO - Arbitration and Certificates of Pending Litigation(“CPL”) - The Court has jurisdiction to authorize the issuance and registration of a CPL even if the underlying dispute must be resolved through arbitration pursuant to agreement between the parties.