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.
Continue readingCase #0116D – John Richard Southwell v. Carlgate Development Inc. Julie Anne Reis and Isabelle Margaret Southwell
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.
Continue readingCase #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.
Continue readingCase #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.
Continue readingCase #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.
Continue readingCase #0113M – McGrath et al. v. Desai et al.
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.
Continue readingCase #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.
Continue readingCase #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.
Continue readingCase #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.
Continue readingCase #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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