Getting into a business arrangement with a new partner can be an exciting time, with the prospect of new opportunities and successes on the horizon. Therefore, it is essential to ensure that a new business is structured correctly to maximize success. However, from time to time, business deals may not go as planned, and disputes […]
Category Archives: Complex Corporate Commercial Litigation
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 […]
Shotgun Clauses in Shareholder Agreements
As investors with a say in all major business decisions, shareholders hold the bulk of power when it comes to how a company is run. The ability of shareholders to work together effectively is vital to a company’s day-to-day operations. When shareholders find themselves in a dispute, it must be resolved as quickly as possible, […]
The Impact of Post-Breach Events on Damages for Breach of Contract
In Ontario, there is a legal presumption that damages for breach of contract are calculated from the date of the breach. In some cases, however, it is possible to set this presumption aside when it would be unfair to use the date of breach as the basis for calculation. In a recent case from the […]
The “Innocent Insured” Clause in the Insurance Act is not Applicable Retroactively
While property insurance coverage applies to a specific property, it may cover several insured parties. For example, depending on the policy, home insurance might cover multiple members of a single-family, several roommates, and/or tenants who rent a room or a basement unit. This is helpful in that the coverage will extend to each person noted […]
Disgorgement as a Remedy for Breach of Fiduciary Duty
Legal remedies in a civil case where one party has profited from wrongdoing to another party, such as civil fraud or breach of fiduciary duty, will generally result in damages being awarded to the wronged party. Often, the plaintiff in such a case has suffered a financial loss due to the defendant’s actions, and a […]