Case #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”.

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Case #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.

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Case #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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Case #0134M – Edenrock Holdings Inc. v. Moscone

ONTARIO – Arbitration – Principles of Natural Justice – The principles of natural justice and sections 19 and 46(1) of the Arbitration Act, 1991 require parties to be given the opportunity to make submissions. They do not require that parties be afforded a second opportunity to make submissions after they expressly declined the first opportunity to do so.

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Case #0133D – Stevens v Hutchens

ONTARIO – Corporations – Piercing the Corporate Veil – If corporate entities are completely dominated and controlled by individual debtors and if the corporation is being used as a shield for fraudulent or improper conduct, the court may pierce the corporate veil.

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Case #0131M – Kingdom Construction Limited v. Perma Pipe Inc.

ONTARIO – Settlement – Settling parties must immediately disclose a partial settlement if the settlement changes entirely the litigation landscape in a way that significantly alters the dynamics of the litigation. Failure to do so is an abuse of process for which a stay of the action against the non-settling defendants is the remedy.

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Case #0130E – Clayton v. Canada (Attorney General)

ONTARIO – Arbitration – Scope of Court review under s. 34 of the Commercial Arbitration Code, Schedule I to the Commercial Arbitration Act, R.S.C. 1985, c. 17 – Review is not an appeal and is expressly limited to “true jurisdictional questions” and does not include court review of the reasonableness or correctness of the arbitral award.

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Case #0129D – RH20 North America Inc. v Bergman

ONTARIO – International Arbitration – Where a party to an arbitration agreement seeks substantive relief in court proceedings, that party breaches the negative obligation not to litigate the arbitration agreement. Such a breach is a waiver of the right to arbitrate, which renders the arbitration clause inoperable. – Article 8(1) of the Model Law – International Commercial Arbitration Act, 2017.

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