The standard form agreement of purchase and sale used by the Ontario Real Estate Association includes language that reads, “Time shall in all respects be of the essence.” Vendors and purchasers often wonder what this clause means. The legal effect of this and similar language has been litigated many times, both in a real estate […]
Category Archives: Commercial Real Estate Litigation
Calculating Damages For A Failed Real Estate Purchase
We previously wrote about the date at which losses are to be assessed for the purpose of determining damages in the context of failed real estate transactions. In The Rosseau Group Inc. v. 2528061 Ontario Inc., the Ontario Court of Appeal recently reviewed the normal measure of calculating damages in such a scenario. The case […]
Certificate of Pending Litigation Denied in Partnership
When purchasing property under a Partnership Agreement, disputes may arise. Ensuring that everyone is on the same page throughout a given process can be challenging when working with multiple parties. If a dispute arises which may impact the property, individuals may seek to obtain a certificate of pending litigation in order to warn potential buyers […]
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 […]
COVID-19 & Relief From Forfeiture
Businesses across the country still feel the impact of the COVID-19 pandemic, and legal disputes related to the fallout of safety measures are still working their way through Canada’s court systems. Given the novel scale and impact of the pandemic on commercial activities and real estate, courts and lawyers are finding themselves applying long-established legal […]
Loss of Profit Not Included in Damages for Breach of Commercial Real Estate Contract
When assessing damages for breach of contract, the date at which the losses are assessed can have a significant impact on the final award for damages. For example, if two parties were to enter into a contract for the sale of raw materials for a discounted price, and the seller failed to close the transaction, […]
Landlord Consent for Commercial Lease Assignments
In the current climate, several businesses have faced challenges operating brick-and-mortar premises. As a result, there may be increased interest in reducing expenses by shrinking an enterprise’s real estate footprint or transferring their commercial leases. When a tenant chooses to reduce their financial burden by assigning their lease, their relationship with the landlord takes on […]
Discoverability In Claims for Contribution and Indemnity
Parties to civil proceedings in Ontario are permitted to bring into the litigation all persons they feel should be present to effectively and completely adjudicate on all the issues raised and who fit the criteria set out in the Rules of Civil Procedure. Those who are named as defendants can bring additional parties in through […]
Fraud, Letters of Credit & the Autonomy Principle
A standby letter of credit is a promise from a bank to a creditor that the bank will pay funds to the creditor in the event of a default by a debtor, so long as certain conditions are met. For example, a commercial landlord may require a standby letter of credit from a tenant’s bank […]
Commercial Tenant Prevented From Using Force Majeure to Escape Rent Obligations
We wrote about the issues of frustration and force majeure in our previous post called “Force Majeure and Frustration in Contracts Following the COVID-19 Pandemic” Force majeure clauses are dealt with through the law of contract. Such a clause needs to be an express term and will not be implied. These clauses act as a […]