It is commonly understood that minority shareholders have certain protections under the Business Corporations Act. This includes the right to dissent on a vote to approve certain significant corporate events, such as an amalgamation of the company or the sale of all of its property. The requirements for such a dissent are in section 185 […]
Category Archives: Complex Corporate Commercial Litigation
What is the Meaning of a “Time Is Of The Essence” Clause in an Agreement?
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 […]
Court Rejects Defence of Lack of Natural Justice in Case of Foreign Judgment Enforcement
When seeking to enforce a foreign judgment in Ontario, the applicant generally needs to prove that (1) a court of competent jurisdiction issued the foreign judgment, (2) the judgment is final, and (3) the judgment is for a definite sum of money. Once these requirements are met, the burden shifts to the respondent to prove […]
Court Considers Penalties Against Judgment Debtor for Contempt of Court
Enforcement against judgment debtors often requires recourse to Rule 60 of the Rules of Civil Procedure. The Rule sets out various enforcement mechanisms, including writs of seizure, sale, and garnishment. Rule 60.18 also sets out how a judgment creditor may examine a debtor about their income and property, also known as an examination in aid […]
Court Grants Carriage of a Proposed Class Action Against Canopy Growth
Corporate commercial litigation has commenced against cannabis company Canopy Growth in relation to its Biosteel sports drink subsidiary. “Material misstatements” and financial problems in this division have been reported in business media. A carriage motion in Dziedziejko v. Canopy Growth Corporation recently reached the Ontario Superior Court of Justice as law firms battled to represent […]
A Review of the Tort of Conspiracy
When creditors bring claims against corporate debtors, they sometimes face the prospect that the debtor will have insufficient assets to satisfy any resulting judgment. For this reason, creditors will sometimes cast the net of potential defendants as wide as reasonably possible. In some situations, creditors may be able to name a broader group of parties […]
The Limitation Period for Unpaid Debt May be Refreshed
Limitation periods are the time in which a party must start their claim against another party. If a party fails, they lose the right to commence the claim and all or benefit from its accompanying remedies. In Ontario, the Limitations Act outlines the basic two-year limitation period which applies to most claims. The limitation period […]
Breach of Contract by a Company: A Potential Path to Personal Liability for Directors
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 […]
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 […]