ONTARIO – Interlocutory Injunctions – Contracts – Sale of Software Solutions Business – Restrictive Covenants – Where a seller of a business commenced a competing business in breach of a non-competition provision, the Court held the covenant to be reasonable in the circumstances. The RJR-MacDonald test for interlocutory injunctions was met and the interlocutory injunction was granted.

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ONTARIO – Arbitration – Recognition and Enforcement of Award under ICAA, 2017 and UNCITRAL Model Law, Art. 36(1) – The refusal of a Chinese Arbitral Tribunal to permit appraisal evidence after the evidence portion of the arbitration was completed was not a basis to refuse recognition and enforcement of the Arbitral Award in Ontario. The Arbitral Tribunal’s decision about procedural matters was entitled to deference.

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ALBERTA – Arbitration – Jurisdiction – Despite the competence-competence principle, courts may resolve a challenge to an arbitrator’s jurisdiction where it involves pure questions of law or questions of mixed fact and law that only require a superficial consideration of the evidence. Where there is a real prospect that referring a bona fide challenge to jurisdiction to the arbitrator would result in the challenge never being resolved, the court may resolve the issue.

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ALBERTA – Agreement of Purchase and Sale – Real Estate – For a real estate contract to be valid, there must be offer and acceptance, and a “meeting of the minds” about the essential terms of identification of the parties, the property and the price. The Statute of Frauds requires an agreement for the sale of land to be in writing and signed by the party to be charged.

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ONTARIO – Limitations – The clock begins to tick when the plaintiff has actual knowledge of the material facts that give rise to a claim or when it ought to have known of those facts through reasonable due diligence. The level of actual or constructive knowledge needed is more than mere suspicion or speculation but less than perfect knowledge of liability.

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ONTARIO – Corporations – In the absence of a signed Share Purchase Agreement (SPA) and corporate records, the court shall consider other evidence of the contract such as testimony of the professionals retained to complete the transition and the parties’ conduct after the transaction to establish an implied contract or de facto contract on the terms of the unsigned SPA.

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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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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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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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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.

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