The Ontario Business Corporations Act (OBCA) imposes various requirements on corporations regarding their financial statements. The question recently came before the Court of Appeal of whether or not one of those obligations is subject to a limitation period set out in the Limitations Act, 2002. The case provides helpful guidance not only on the issue […]
Category Archives: Commercial Litigation
Addressing Fraud and Embezzlement Through Derivative Litigation in Ontario
Fraud and embezzlement are among the most serious breaches of trust that can occur within a corporation. When corporate insiders, such as directors, officers, or controlling shareholders, engage in misconduct that harms the corporation itself, traditional remedies available to shareholders may not be sufficient. In such cases, derivative litigation can serve as a powerful legal […]
Revisiting Shotgun Clauses in Shareholder Agreements
We previously wrote about shotgun clauses and their enforceability. Recent case law has provided additional insights into such clauses and how they work. This blog post will explore those recent cases and highlight some of the emerging nuances. Case Involved Dispute Over Whether Exercise of Shotgun Clause Created a Binding Agreement to Sell Shares The […]
Limits on Changing Membership Rights in Not-for-Profit Corporations
The governance of not-for-profit corporations in Ontario often involves a delicate balance between historical organizational structures and evolving operational needs. Changes to membership classes and voting rights can significantly impact control, decision-making, and stakeholder relationships. As a result, courts closely scrutinize such changes to ensure compliance with governing statutes and internal corporate rules. In Islamic […]
Enforceability of Smart Contracts on Blockchain in Ontario Law
As blockchain technology continues to reshape how transactions are conducted, legal systems around the world are being forced to reckon with the implications of a decentralized digital future. In Ontario, where innovation in fintech and digital assets is steadily growing, smart contracts are attracting increasing attention. But with this technological evolution comes a fundamental question: […]
Personal Liability of Corporate Directors In An Oppression Claim
A recent decision of the Superior Court of Justice is a helpful reminder of the personal liability a corporate director may face in relation to an oppression claim brought by a creditor of that corporation. Creditors looking to pursue claims against a debtor corporation that may have insufficient assets to satisfy the claim would be […]
Does Charter Protection Against Self-Incrimination Apply to Civil Contempt?
The Canadian constitution protects a person charged with a criminal offence from being required to testify against themselves. This protection is found in section 11(c) of the Canadian Charter of Rights and Freedoms (the “Charter”), which provides that “any person charged with an offence has the right not to be compelled to be a witness […]
Shareholder Disputes: Understanding the Oppression Remedy in Commercial Litigation
Shareholder disputes are an unfortunate reality in commercial enterprises. Disagreements can arise regarding the company’s direction, financial decisions, or the value of individual shareholdings. When such conflicts escalate, shareholders may seek legal recourse. One crucial tool available in Ontario and Canada is the “oppression remedy,” enshrined in both the Ontario Business Corporations Act (OBCA) and […]
An Update on Ontario’s Ultimate Limitation Period
We have previously written about the different limitation periods set out in the province’s Limitations Act. Generally speaking, where a party does not bring their claim against another within the time period stipulated in that statute, their right to do so will expire. This time period is known as a “limitation period.” Usually, under the […]
Ontario Court of Appeal Clarifies Limited Partners’ Rights to Profit Distributions
The Ontario Court of Appeal’s recent decision in Anthony v. Binscarth Holdings GP Inc. clarified limited partners’ rights to receive profit distributions under the Limited Partnerships Act. In this case, the appellants, who were limited partners in a family-run limited partnership, sought to challenge the discretion granted to the general partner regarding the distribution of […]