Damages are usually awarded by a court as a form of compensation for harm or loss suffered by the successful plaintiff; however, a court will occasionally award damages that serve a different purpose. Punitive damages, for example, are sometimes awarded not to compensate the plaintiff but to punish the wrongdoer and deter others from engaging […]
Category Archives: Complex Corporate Commercial Litigation
Which Limitation Period Applies When Enforcing a Foreign Judgment?
In commercial litigation matters, parties may obtain and seek to enforce judgments made outside of Ontario in commercial litigation matters. In cross-border disputes, a party seeking to enforce a foreign judgment must proceed through a particular legal process within the appropriate time frame for a provincial court to recognize and enforce the foreign judgment. A […]
Court of Appeal Upholds Plan of Arrangement Approval
A plan of arrangement is a legal process governed by the Canada Business Corporations Act that allows corporations to reorganize and restructure their affairs. A plan of arrangement involves the corporation putting forth a proposal for the restructuring, which the corporation’s shareholders, and subsequently a court, are then asked to approve. The proposal will outline […]
Pandemic Equipment Business Tries to Back Out of Promissory Note
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 […]
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, […]