The rule in Foss v. Harbottle is well established in Ontario law. The rule prevents shareholders from suing for a loss in the value of their shares brought about by a wrong done to the corporation. The rule is a consequence of the separate legal personality of the corporation. Just as shareholders (subject to limited […]
Category Archives: Complex Corporate Commercial Litigation
SCC Deems Uber Arbitration Clause “Unconscionable”
A few weeks ago, we wrote about the enforceability of arbitration clauses in various contexts. In that discussion, we mentioned an ongoing class action in Ontario called Uber Technologies v. Heller. At the time, the case was awaiting a decision from the Supreme Court of Canada with respect to the enforceability of an arbitration clause […]
The Enforceability of Arbitration Clauses in Ontario
Whether in a shareholder agreement or an employment contract, the enforceability and permissible scope of an arbitration clause have been hot topics in Ontario courts in recent years. Below, we will look at how the courts have interpreted these issues and what it means for arbitration clauses in contracts going forward. What is an Arbitration […]
Class Proceedings Expected to Surge When Courts Resume in Full
As the widespread effects of the COVID-19 pandemic continue to be felt across Canada, even as some restrictions are starting to lift in each province, legal experts and courts alike are bracing themselves for a surge of class proceedings. A recent article by the CBC points to the fact legal trends in Canada tend to […]
The Association of Certified Fraud Examiners
Our firm has written repeatedly of instances of fraud affecting businesses in Canada, whether by external fraudsters or internal employees. The Insurance Bureau of Canada reports that fraudulent activity costs Candian businesses, including large corporations, small companies and non-profits, millions of dollars per year. Sadly, many fraudsters are even using the current health crisis related […]
Fraud Allegations & The Calculation of Costs
When a plaintiff alleges fraud and subsequently fails to sufficiently prove the allegations in court, the defence will invariably ask for increased costs. The common law in Canada is clear that where a plaintiff alleges a defendant has engaged in deceit, the court may order increased costs against the plaintiff when those claims are not […]
What Constitutes a Fraudulent Conveyance?
The recent case of Anisman v. Drabinsky is a summary judgment decision from the Ontario Superior Court (ONSC) with guidance for creditors on how to approach issues relating to discoverability and limitation periods if they suspect their debtors’ real property has been fraudulently conveyed. Debtor Transfers Property to Spouse for Nominal Amount The plaintiff, a […]
Business Interruption Insurance & COVID-19
Many businesses take out insurance to cover losses that can arise due to fire or theft, including damage to equipment or property. However, it is equally important to consider the potential for extended periods of income loss if a business is forced to close temporarily. For example, if there is a fire, a business will […]
Resolving Legal Disputes During COVID-19
The fallout from the global spread of COVID-19 has had a major impact on every industry and profession throughout the country, including the legal profession. With Ontario courts closing to all but the most urgent criminal and family matters in recent weeks, those facing civil disputes classified as “non-urgent” have been left wondering when they […]
Force Majeure and Frustration in Contracts Following the COVID-19 Pandemic
COVID-19 has clearly had a significant adverse impact on the economy of Ontario, Canada and the global economy. Given the impact of social isolation and physical distancing, and the closure of non-essential businesses, the reality is many individuals and businesses will be unable to fulfil their ongoing contractual commitments. What are the available legal defences? […]