Commercial contracts establish obligations, allocate risks, and provide certainty in business relationships. However, disputes can arise when one party stops fulfilling its responsibilities or signals that it does not intend to honour its commitments. In some circumstances, a potential breach may arise before performance is even due. Under Ontario contract law, anticipatory breach and repudiation […]
Category Archives: Commercial Litigation
Delete at Your Peril: Supreme Court Clarifies Spoliation in Commercial Litigation
Electronic records can be central to modern commercial disputes. Emails, databases, transaction records, usage logs, messaging platforms, and other digital information may provide crucial evidence about what occurred between contracting parties. But what happens when one party intentionally destroys, conceals, or fails to preserve relevant evidence once litigation is underway or reasonably anticipated? In its […]
Shadow Directors and De Facto Control: Expanding Liability in Corporate Disputes
Corporate governance in Ontario is often understood through formal roles – directors, officers, and shareholders – each with clearly defined rights and obligations. However, courts increasingly recognize that influence over a corporation does not always align neatly with official titles. Individuals who are not formally appointed as directors may still exercise significant control over corporate […]
Oppression Claims, Evidentiary Gaps, and Personal Liability
Commercial disputes involving closely held corporations often raise a familiar tension: when can creditors or stakeholders pursue remedies against individuals behind a corporation, rather than being confined to claims against the corporate entity itself? The Ontario Court of Appeal’s recent decision in Jiang v. 12280451 Canada Inc. provides important guidance on this issue, particularly in […]
Ontario Court Refuses to Adjourn Shareholder Meeting Despite Oppression Allegations
Shareholder disputes frequently arise during corporate transitions—board elections, annual general meetings, record dates, or contested nominations. When tensions escalate, dissatisfied shareholders may seek urgent court intervention under the oppression remedy in the Ontario Business Corporations Act (OBCA). In Kaos Capital Ltd. v. Psyence Biomedical Ltd., the Ontario Superior Court of Justice was asked to do […]
Corporate Records at Centre of Family Business Shareholder Dispute
Disputes involving closely held corporations often arise at the intersection of business, family relationships, and informal governance practices. When those disputes reach the courts, the absence of clear records and the presence of deeply entrenched personal conflict can significantly complicate adjudication. The Ontario Court of Appeal’s recent decision in Mellace v. Mellace provides a detailed […]
Investigations Under the Business Corporations Act
The Business Corporations Act provides various remedies to a broad group of corporate stakeholders, depending on the nature of their complaint. For example, we have previously written about the oppression remedy and derivative claims. Stakeholders would do well to take note of another type of remedy available under the statute, namely the appointment of an […]
Dilution Disputes: When Changing Ownership Percentages Leads to Litigation
Ownership percentages are the backbone of most closely held corporations, joint ventures, and private business arrangements. They determine voting power, entitlement to profits, access to information, and ultimately who controls the future of the business. When those percentages change, particularly without unanimous agreement, conflict often follows. Dilution disputes arise when one owner’s percentage interest is […]
Condominium Liens and the Oppression Remedy
The Ontario Court of Appeal’s decision in Metropolitan Toronto Condominium Corporation No. 1067 v. 1388020 Ontario Corp. provides important guidance on three key litigation issues: the proper use of summary judgment where credibility is contested, the requirement to plead limitation defences, and the limits of a court’s remedial authority under the oppression provisions of the […]
Costs Deferred in Derivative Action Leave Application
The Ontario Superior Court of Justice’s decision in Clark v. Cen-Ta Real Estate Ltd et al provides useful guidance on how courts may approach costs in the context of derivative proceedings, particularly at the leave stage. While the applicant was successful in obtaining leave to bring a derivative action, the Court ultimately declined to award […]