ONTARIO – Arbitration – Costs – Subsection 15(c) of the Tarion Addendum to an agreement of purchase and sale (APS) changes the costs regime imposed by s. 131 of the Courts of Justice Act and the Rules of Civil Procedure (“RCP”). The general rule of costs following the event under the RCP does not govern and purchasers are presumed entitled to their costs regardless of the outcome of the arbitration. The arbitrator may only deviate from the presumption that the vendor pays the arbitrator’s fees and disbursements and the reasonable fees and disbursements of the purchaser for just cause.
Continue readingCase #0143P – Coscarella Dentistry Professional Corporation v. Harvey
ONTARIO – Contract law – Contracts – Breach of Contract – Duty of Good Faith, Conversion, Breach of Confidence, Breach of Fiduciary Duty – Non-competition covenants — Torts — Independent Contractor Agreements.
Continue readingCase #0142E – 2730453 Ontario Inc. v. 2380673 Ontario Inc.
ONTARIO – Oral Contracts for Sale of Land – Doctrine of Part Performance – Statute of Frauds, s. 4 — When a buyer and a seller of land make an oral agreement for sale, the exception to section 4 of the Statute of Frauds applies if the claiming party proves that 1) all elements of the contract were agreed or acquiesced, 2) substantial steps taken to carry out the transaction making it inequitable to allow the other party to rely on the absence of a written agreement, and 3) there is some evidence of detrimental reliance, which may include the enforcing party’s inability to acquire the property — Trial judge’s finding that doctrine of part performance applies is subject to deference on appeal.
Continue readingCase #0141M – TSCC No. 2707 v. 612 Richmond Street West Inc. et al
ONTARIO – Arbitration – Enforcement – Where none of the conditions in s. 50(3)(a) to (d) of the Arbitration Act, 1991 are present, the court is required to grant judgment enforcing the award. Issues between co-respondents to an application for enforcement under s. 50 of the Act that do not engage with the questions listed under subsections 50(3)(a) to (d) are not relevant to the application.
Continue readingCase #0140D – 340268 Ontario Limited v Georghiades and Georghiades v Georghiades
ONTARIO – Interlocutory Remedies – Appointment of a Monitor in an action for relief from oppression – Ontario Business Corporations Act, s. 161 and Courts of Justice Act, s. 101 – The stringency of the test depends upon the precise nature of the role and mandate of the proposed court-appointed monitor.
Continue readingCase #0139D – Anthony v Binscarth Holdings GP Inc.
ONTARIO – LIMITED PARTNERSHIPS – Limited partners have protection from the liabilities of a limited partnership; in return, they are entitled to payment of their share of the limited partnership’s profit upon dissolution. They do not have a right to distributions until the dissolution.
Continue readingCase #0138H – Opposing Views of Court “Assistance” to Arbitration in Alberta and Ontario – William G. Horton
ONTARIO – Arbitration-Court intervention pursuant to s. 6 Arbitration Act, 1991-relief must be as provided under one or more other provisions of the Act- court interpretation is that s 6 is restricts court intervention and there is no automatic right of appeal from a s. 6 order.
Continue readingCase #0137E – Wang et al v. Wei et al.
ONTARIO – Corporations – Oppression Remedy – Canada Business Corporations Act, R.S.C. 1985, c. C-44 (“CBCA”) -Failure of the majority shareholder 1) to permit access to financial records of two corporations; and 2) to transfer the proceeds of sale of properties to the minority shareholders, as agreed in a shareholders’ agreement, was oppressive and unfairly prejudicial to the minority shareholders – Majority shareholder’s payment of part of the sale proceeds to himself without notice an approval of the other shareholders was also oppressive and unfairly prejudicial to the other shareholders, even after due consideration of the “business judgment rule”.
Continue readingCase #0136E – Bulut v. Bulut
ONTARIO – Arbitration – On an application under s. 45(1) of the Arbitration Act, 1991, the Court refused leave to set aside an arbitral award that granted a 50% constructive trust on the basis of good conscience, without a quantified finding of unjust enrichment or any wrongful act. The arbitrator’s imposition of a constructive trust on the basis of good conscience was not an error of law.
Continue readingCase #0135M – Pyxis Real Estate Equities Inc. v. Canada (Attorney General)
ONTARIO – Corporations – Rectification of corporate resolutions is an equitable remedy that is available to correct a document that fails to accurately record the parties’ true agreement. The remedy is not available to correct an improvident bargain or fill a gap in the parties’ true agreement. Rectification is only available where the executed documents fail to accurately record the parties’ agreement.
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