Legal Blog:

Vanguard Legal Magazine’s Article: “Chris Moran — Maple Reinders: Building the Foundation of Trust in Order to Rise”

SNF is proud to partner with and recognize the achievements of Chris Moran and the whole Maple Reinders team.

Read the article here.

Promissory Estoppel

2059008 Ontario Ltd. V. CM Weicker 2022 Ont SCJ

Lease referred to premises being 1,689 sq ft. Tenant paid rent on this basis for over 9 years. In the 10th year of a 10-year lease, landlord appointed a new property manager, who measured the premises at 1,953 sq ft, and landlord demanded an additional $152,000 in rent – although it was willing to forego those arrears if tenant renewed the term of the lease on very different terms from the original. Although the lease gave authority for a re-measurement, the judge held that landlord, on the facts of this case (which we will not list), was estopped (prevented) from demanding the arrears.

Arbitration Agreement

2832402 Ontario Inc. v. 2853463 Ontario Ltd. 2022 Ont SCJ

Parties stipulated that if they could not agree on price adjustments in a final closing statement, the dispute would be referred to a specified accountant for a decision. The vendor commenced a court application to force the purchaser to provide better backup documents for its calculations. The purchaser moved to stay the application on grounds that the dispute resolution was an arbitration and only the arbitrator could decide on documents to be produced. The court agreed that the parties’ agreement was an arbitration agreement, regardless that the word arbitration was never found in it. It was not merely a request for the accountant’s expert opinion. The judge stayed the application.

Consent to Assignment

Tabriz Persian Cuisine Inc. v. Highrise Property Group Inc. 2022 Ont CA

Parties had ongoing litigation as to whether landlord had authorised tenant to install a patio – contrary to the lease. Tenant on three occasions had identified a purchaser for its business and requested landlord’s consent to an assignment of the lease. On the first two occasions, landlord refused consent because tenant had failed to remove the patio. On the third occasion, landlord refused to consider the assignment until the patio was removed and tenant discontinued its litigation. The court agreed that tenant had not demonstrated that landlord’s refusal – to consider the assignment until the patio was removed – was unreasonable. It further held that, even though the 2^nd condition was improper, it was not relevant; the true origin for the refusal was the valid requirement to remove the patio.

Fraud Attribution

Assume that shareholders concoct a scheme by which they defraud their corporation and take out money that otherwise would have belonged to it. If the corporation subsequently becomes bankrupt, can its trustee in bankruptcy collect the proceeds of the fraud from the fraudulent shareholders? This issue was decided in Ernest & Young Inc. v. Aquino, a 2022 decision of the Ontario Court of Appeal.

Fraud

The corporation is Bondfield Construction Company Limited (and its affiliate, Forma-Con Construction). We will refer to each under the banner of Bondfield. The fraudster shareholder was John Aquino.

Aquino, who was the directing mind of Bondfield, arranged for a false invoicing scheme by which various suppliers rendered invoices to, and were paid by, Bondfield, but provided no actual services. In doing so, Aquino siphoned off tens of millions of dollars from Bondfield.