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.

ONTARIO – Contracts – Interpretation --- To interpret the intention of the parties, the Court should consider the context, the surrounding circumstances and the whole agreement between the parties. Commercial practice at the time of the agreement may also be considered. --- Settlement Agreements between shareholders of a real estate development that provided one party with an advance payout from the proceeds of sale of the project superseded the shareholders’ agreements between the parties. The fact that the developments sold for more than the applicant expected when the Settlement Agreements were made was not a reason not to enforce the Settlement Agreement.

ONTARIO – Contracts – Agreements of Purchase and Sale – Interpretation of Termination Clause – An agreement for the purchase of a development project (“the APS”) gave the seller the right to terminate the agreement if the buyer did not complete a pre-consultation meeting with the municipality within four weeks after the signing of the agreement. A meeting with the municipality that took place two months before the APS was signed could not be treated as the pre-consultation meeting referred to in the APS. The seller had the right to terminate the APS.