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 […]
Category Archives: Complex Corporate Commercial Litigation
A Primer on Garnishment and How It May Be Contested
Garnishment can be a powerful debt collection method by which a creditor can satisfy a judgment it obtains against a debtor. It is commonly used in the context of employment, where a debtor’s employer must turn over a portion of the debtor’s wages to the creditor. However, it can also be used in other contexts […]
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 […]
A Primer on Contract Repudiation and Rescission
Navigating the complexities of contract law often hinges on understanding the nuances between repudiation and rescission—two terms frequently confused yet critically distinct. A recent Ontario court decision offers a real-world illustration of these concepts, highlighting their practical implications in a failed real estate transaction. Case Concerned a Failed Real Estate Transaction Through its representative, the […]
Shareholder Oppression in Family-Owned Businesses
Family-owned businesses are the backbone of Ontario’s economy, often built on strong personal relationships and shared visions. However, disputes can become particularly contentious due to the overlap of personal and business interests. Shareholder oppression is a significant legal issue that can emerge in these businesses, particularly when minority shareholders feel majority stakeholders are acting unfairly […]
Supreme Court of Canada Considers Corporate Attribution in the Context of the Limitations Act, 2002
We recently wrote about the Court of Appeal’s decision in Golden Oaks Enterprises Inc. v. Scott, which considered the principle of corporate attribution in the context of limitation periods and bankruptcy. The Supreme Court of Canada has now issued a decision on an appeal of that decision in Scott v. Golden Oaks Enterprises Inc. Case […]
Ontario Court Upholds Arbitrator Appointment: Appeal Denied
It is common for commercial agreements to contain clauses requiring disputes between the parties to be settled by arbitration. Such clauses also often direct how the parties will select an arbitrator. For example, such a clause might provide that the parties will agree on the arbitrator or, failing such agreement, each appoint an arbitrator who […]
When Are Changes To A Contract Legally Enforceable?
Three things are generally required for a contract to be legally enforceable: an offer, acceptance of the offer, and an exchange of something of value (or “consideration”) between the parties to the contract. Consideration need not be an exchange of money, and courts will generally not inquire whether the consideration is adequate. Nominal consideration may […]