ONTARIO – Arbitration – Arbitration Act, 1991, s. 46 – Arbitrator’s refusal to allow amendment of pleadings to permit a claim for negligent misrepresentation just days before the pre-emptory hearing of the arbitration was not unfair or unequal treatment and was not a basis to set aside the arbitrator’s award.
Continue readingCase #078D – Costco Wholesale Corporation v. TicketOps Corporation
ONTARIO – Arbitration – Superior Court of Justice (“SCJ”) recognizes and enforces international arbitral awards. The grounds to oppose recognition and enforcement of arbitral awards are set out in the New York Convention and Model Law which have been adopted by the International Commercial Arbitration Act (ICAA). A summary procedure does not deny a party natural justice or the ability to present its case.
Continue readingCase #077D – FNF Enterprises Inc. v. Wag and Train Inc., et al.
ONTARIO – Corporation – Piercing the corporate veil. There must be a clear link between the liability the plaintiff seeks to recover by piercing the corporate veil and the wrongful conduct of the individual in control of the corporation. Even where the test to pierce the corporate veil is not met, the oppression remedy can be asserted against a director of the company if the director made unlawful and internal corporate manoeuvres against which a creditor could not protect itself that constitute oppression.
Continue readingCase #076M – 3-Sigma Consulting Inc. v. Ostara Nutrient Recovery Technologies Inc., 2023 BCSC 100
BRITISH COLUMBIA – Arbitration – Application for Stay of Court Proceedings – Whether the claims of non-signatories to shareholder agreements were subject to the arbitration clause in those agreements is a question of mixed fact and law that cannot be answered based on a superficial review of the record. It is a question to be determined by the arbitrator in the first instance.
Continue readingCase #075M – Ontario Securities Commission v. Camerlengo Holdings Inc. 2023 ONCA 93
ONTARIO – Fraudulent Conveyances – A creditor need not have been the debtor’s creditor at the time of the conveyance to bring a claim under the Fraudulent Conveyances Act, RSO 1990, c F.29. If the debtor perceived a risk of claims from future creditors when it conveyed a property with the intention to evade those creditors, future creditors can bring claims under the Act.
Continue readingCase #044E Update – Ernst & Young Inc. v. Aquino
CANADA – Leave to Appeal to Supreme Court of Canada
Continue readingCase #074D – Will v. Geo. A. Kelson Company Limited
ONTARIO – Breach of Contract – Breach of the duty of good faith is a separate and distinct contractual breach giving rise to a claim for damages and must be pleaded. Repudiation of a contract will only be ordered in exceptional circumstances and where there has been a substantial breach of contract.
Continue readingCase #073M – Mudronja v. Mudronja 2023 ONSC 141
ONTARIO – Jurisdiction of Superior Court of Justice over oppression cases – The Court does not have continuing jurisdiction to set aside a final order or replace it with an order for a new valuation date. Where the Court has determined an oppression application, including the valuation date and the share value, the order is final before that Court, subject to only a very limited jurisdiction under Rule 59.06. The consequences of allowing a party to reargue a case to obtain a more favourable valuation date under Rule 59.06 would be that orders are not final.
Continue readingCase #072D – Tar Heel Investments Inc. v. H.L. Staebler Company Limited, Lisa Arseneau et al
ONTARIO – Appeal – To prove the tort of conversion in respect of a book of business, which is an intangible asset, written agreements about ownership and the nature of the relationship between the parties are necessary.
Continue readingCase #071M – Lagana v. 2324965 Ontario Inc. et al. 2022 ONSC 7286
ONTARIO – Shareholder’s Right to Audited Financial Statements – The court does not have discretion to refuse a shareholder’s request for the corporation to produce audited financial statements. A shareholder’s right to information or material, including audited financial statements, under the OBCA is clear and mandatory.
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