ONTARIO – Under section 132 of the OBCA, the onus is on the officer or director with a personal interest in a contract to ensure it is reduced to writing, and is disclosed and approved by the corporation’s board. The court’s jurisdiction in a wind up or liquidation under section 207 of the OBCA is not limited to that of a claims officer appointed to adjudicate contested liquidation claims. In the context of a shareholder dispute, the court has broad powers to make any just and equitable remedy.
Continue readingCase #058M – Iris Technologies Inc. v. Rogers Communications Canada Inc.
ONTARIO – There is no further right of appeal from a Superior Court judge’s decision that reviewed an Arbitrator’s decision on a preliminary question that is not addressed in an award.
Continue readingCase #057D – Castillo v. Xela Enterprises Ltd. et al.
ONTARIO – Interference with a Receiver’s order and right to deal with property of the debtor, being shares in an Ontario company, by filing a criminal complaint in another country challenging the Receiver’s actions and disobeying the order constitutes civil contempt.
Continue readingCase #056D Darvish-Kazem v Pazkaz Enterprises Inc.et al.
ONTARIO – Company – Failure to document an agreement that equity contributions were in fact a loan is fatal. There must be an agreement or meeting of the minds. A minority shareholder is entitled to audited financial statements unless the shareholder has waived his or her right to statements.
Continue readingCase #055E – H.M.B. Holdings Limited v. Antigua and Barbuda
ONTARIO – The common-law test for recognition and enforcement of original foreign judgments does not apply to the recognition and enforcement of ricochet judgments, namely, a judgment of a foreign court that is then enforced in a jurisdiction with which the original judgment has no connection.
Continue readingCase #054D – Mundo Media Ltd. (Re)
ONTARIO – Arbitration clause found to be inoperative by virtue of single proceeding model in insolvency proceedings and receiver being a creature of a court order. In an insolvency proceeding parties cannot contract out of the single proceeding model where one party may make claims that will affect all creditors.
Continue readingCase #053D – Hudson’s Bay Company ULC v Oxford Properties Retail Holdings II Inc.
ONTARIO – A judge does not have discretion to fundamentally alter the relief from forfeiture remedy, such that, new terms of the lease are imposed by the court upon the parties, even during a pandemic. If a tenant cannot bring itself into compliance with the lease within a reasonable, specified time period, relief from forfeiture is not the appropriate remedy.
Continue readingCase #052D – PureFacts Financial Solutions et al. v Cheung et al.
ONTARIO – Responding to a Request for Proposals is not solicitation. Leave to appeal of arbitral award pursuant to section 45 (1) of the Arbitration Act, 1991 (“Act”) denied. The arbitrator correctly applied the test for assessing the reasonableness of a restrictive covenant in an employment contract and made no errors in law.
Continue readingCase #051D – Irwin v. Protiviti
ONTARIO – Arbitration – An appeal from a judge, who stayed an action under s. 7(1) of the Ontario Arbitration Act, 1991 in favour of arbitration and determination of jurisdiction by the arbitrator, applied the mandatory provisions of the Act correctly. There were no exceptional circumstances requiring the arbitrator’s jurisdiction to be determined by the court.
Continue readingCase #050E – Goberdhan v. Knights of Columbus
ONTARIO – Where there was no consideration for a contract containing a mandatory arbitration clause, the Court exercised its discretion to refuse to stay the action under s. 7(2) the Arbitration Act, 1991, S.O. 1991, c.17 on the basis that the arbitration clause was invalid. Section 7(1) of the Act applies to cases where the interpretation of the arbitration clause is at issue, not where the clause’s very existence is questioned.
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