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of a real estate development that provided one party with an advance payout from the proceeds of sale of the project superseded the shareholders’ agreements between the parties.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.

ONTARIO – Arbitration – Application to Set Aside Arbitral Award – Where a party can present its case and the Tribunal’s conduct did not offend basic notions of morality and justice, the award will not be set aside for reasons of fairness or natural justice. A reviewing court must give a high degree of deference to an international arbitral tribunal’s award under the Model Law. The reviewing court cannot set aside the award simply because it believes the tribunal wrongly decided a point of fact or law.

ONTARIO – Arbitration – Reasonable Apprehension of Bias – Even where there is a reasonable apprehension of bias, the court may exercise its discretion and refuse to set aside the award where the reasonable apprehension of bias did not undermine the reliability of the result and did not produce real unfairness or real practical injustice.