Case #0116E – The Rosseau Group Inc. v. 2528061 Ontario Inc.

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.

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Case #0115E – Lochan v. Binance Holdings Limited

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.

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Case #0114M – Srivastava v. DLT Global Inc.

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.

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Case #0112D – 2177546 Ontario Inc. v 2177545 Ontario Inc.

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.

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Case #0111D – 3 Gill Homes v. 5009796 Ontario Inc. cob. Kassar Homes

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.

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Case #110E – Voreon Inc. v. Matas Management Services Inc. 2023 ONCA 745

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.

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Case #109E – Obolus Ltd. v. International Seniors Community Care Inc.

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.

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Case #108M – Vento Motorcycles, Inc. v. United Mexican States, 2023 ONSC 5964 (CanLII)

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.

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Case #107M – Xiamen International Trade Group Co., Ltd. v. LinkGlobal Food Inc., 2023 ONSC 6491 (CanLII)

ONTARIO – Arbitration – Recognition and Enforcement of Arbitral Judgment – Under the Model Law, the grounds for a court to refuse recognition and enforcement of a foreign arbitral award are construed narrowly and are the same as the grounds to set aside an award. To justify setting aside an arbitral award under the Model Law for reasons of fairness or natural justice, the conduct of the arbitral tribunal must be sufficiently serious to offend our most basic notions of morality and justice. Judicial intervention for alleged violations of the due process requirements of the Model Law will be warranted only when the tribunal’s conduct is so serious that it cannot be condoned under Ontario law. A party is not entitled to reargue the merits of the case in an application to enforce the Award.

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