When a business enters into a contract with another company, it must carry the risk that it will not be able to recoup its losses from the company in the event of its breach. This risk may be magnified when the company is small and closely held. Much of this risk originates in a legal […]
Category Archives: Commercial Litigation
Oppression Remedies Should Not Be Based Solely On Agreements Between Stakeholders
A recent Ontario Court of Appeal decision considered the role that agreements signed between corporate stakeholders play in an individual’s claim for an oppression remedy under the federal Canada Business Corporations Act. The case is a useful reminder of the need for a holistic, contextual approach to the issue of oppression rather than one limited […]
Court Deems Ontario’s Spoliation an Abuse of Process and Remedies It Through Award of Legal Costs
The lengthy and interesting history of Trillium Power Wind Corporation v. Ontario recently came to a head before the Ontario Court of Appeal. Over the years, the case has been the subject of extensive media coverage. It began in 2011 and involved a claim by Trillium Power Wind Corporation for damages it allegedly suffered after […]
Punitive Damages in the Consumer Protection Context
Damages are usually awarded by a court as a form of compensation for harm or loss suffered by the successful plaintiff; however, a court will occasionally award damages that serve a different purpose. Punitive damages, for example, are sometimes awarded not to compensate the plaintiff but to punish the wrongdoer and deter others from engaging […]
Court of Appeal Upholds Plan of Arrangement Approval
A plan of arrangement is a legal process governed by the Canada Business Corporations Act that allows corporations to reorganize and restructure their affairs. A plan of arrangement involves the corporation putting forth a proposal for the restructuring, which the corporation’s shareholders, and subsequently a court, are then asked to approve. The proposal will outline […]
The Applicability of the Corporate Attribution Doctrine to Bankruptcy and Insolvency Matters
The operation of a corporate entity is highly tied to its directors’ decisions. As such, Ontario law has developed the “corporate attribution doctrine” to allow individuals’ actions to be attributed to the corporation they represent. The doctrine is typically applied in civil liability, criminal law, and regulatory enforcement. However, the Ontario Court of Appeal refined […]
Enforceability of Entire Agreement Clauses in Ontario
“Entire agreement” or “whole agreement” clauses are commonly used in contracts to limit the scope of contractual obligations and to define the parties’ rights and obligations. These clauses serve as an important tool for reducing the risk of disputes and ensuring that the parties are fully aware of the terms of the agreement. In Ontario, […]
Award for $182,000 Relating to “Loss of Business Value” Set Aside by Divisional Court
A recent decision from the Divisional Court of Ontario Superior Court of Justice set aside a trial judge’s order awarding $182,000 in damages for “loss of business value.” The defendants appealed the matter to the Divisional Court, where it was determined that the trial judge’s decision was grounded in facts and law. However, the Court […]
Court of Appeal Allows Fraudulent Misrepresentation as Defence to Contract Default
Contracts form the basis of every business relationship. Contracts can be customized to fit the needs of the parties who choose to enter them. However, it is not uncommon for parties to default on their contractual obligations, leading to contract disputes and litigation. In the recent case of 10443204 Canada Inc. v. 2701835 Ontario Inc., […]
Non-Payment Triggers Re-Entry for Commercial Landlords
When a prospective buyer defaults on deposit payments, the seller has the option to provide some leniency and perhaps amend the terms of the Agreement of Purchase and Sale. But what happens when the buyer defaults both on the deposit and on commercial rent? When commercial real estate and lease agreements collide, it can be […]