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Legal Blog: Commercial Matters

Aug
24
2020

Derivative Action

Tran v. Bloorston Farms Ltd. 2020 Ont CA

Tenant’s corporation ran a business from tenant’s land. Landlord improperly terminated the lease and, consequently, the business failed. Tenant sued for the diminution in the value of her shares in the corporation. Landlord argued that, based on the rule in Foss v. Harbottle, a shareholder had no right to sue for a wrong done to the corporation and, accordingly, the tenant had no right to claim that loss against landlord. The court noted that there were exceptions to this rule. An applicable exception occurs when the shareholder is not suing for a wrong done to the corporation for which the corporation can sue. In this case, the corporation, which had no relationship to the landlord, had no right to sue and, if tenant had no right to sue, the improper actions of landlord would have no remedy. The court ordered landlord to pay to tenant the loss of the value of the corporation’s business.

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Aug
05
2020

Rectification

2484234 Ontario Inc. v. Hanley Park Developments Inc. 2020 ONCA 273

Purchaser claimed rectification of an agreement relating to an easement over part of land necessary to allow access to other lands that purchaser had purchased from vendor.

The Court noted that “Rectification is an equitable remedy available to correct a document that fails to accurately record the parties’ true agreement. It is not available to correct an improvident bargain or to fill a gap in the parties’ true agreement, even when the omission defeats what one (or both) of the parties was seeking to achieve. As an equitable remedy, it is also not available when the party seeking it does not have ‘clean hands’.”

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Jul
27
2020

Termination Clause Void

Waksdale v.Swegon North America Inc. 2020 Ont CA

An employment agreement had two termination clauses: one for termination for cause without knowledge and one for termination without cause with notice. The clause for termination for cause was contrary to the Employment Standards Act and therefore void. The clause for termination without cause was not contrary to the ESA. The employer terminated with notice pursuant to the clause for termination without cause. The Court struck down that clause, even though it complied with the ESA, because it was tainted by the illegality of the other clause on which it had not even relied.

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Jul
07
2020

Tenancy Termination

VMAT (Oakville) Inc. o/a Suvai Classic Indian Restaurant v. Trafalgar Terrace Enterprise Inc. 2020 Ont SCJ

Landlord terminated a tenancy based on a notice setting out the reasons of default that the judge decided were never proven and, in effect, were just a ruse to get rid of the tenant. The judge ordered the return of deposit and tenant’s last month’s rent plus additional damages of $205,000 for loss of profit over the remainder of the term.

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May
27
2020

Contract Termination & Injunction

Bombardier Transportation Canada Inc. v. Metrolinx 2017 Ont SCJ

The contract contained a dispute resolution procedure. After giving a default notice and a notice that the owner might terminate the contract, the contractor, who had invoked the dispute resolution procedures, moved for an injunction to force the owner to continue with the dispute resolution procedures rather than terminate. Based on the unusual facts of the case, the judge granted the injunction.

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May
14
2020

Damages & Limitations

G.H.T. Genesis Inc. v. Gaska 2020 Ont SCJ

An employee brought an action for constructive dismissal against an employer. The employer counterclaimed, claiming that as a consequence of the employee’s actions, it was liable to future possible claims by CRA. On a motion for summary judgment, the employer was not able to adduce any evidence as to losses or damages that it sustained, other than speculative and prospective damages regarding taxes owed to CRA (which CRA had thus far not claimed). Accordingly, the judge dismissed the counterclaim, holding that all claims in the counterclaim for indemnification were premature and not actionable because CRA had not as yet made any claims. For claims seeking damages for negligent advice as a result of CRA reassessment, the Ontario Court of Appeal has found that the limitation analysis is fact dependent, but likely begins, at the earliest and possibly later, when CRA reassesses (see see Lipson v. Cassels Brock & Blackwell LLP, 2013 ONCA 165 and Presidential MSH Corp. v. Marr, Foster & Co. LLP, 2017 ONCA 325).

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Apr
29
2020

Asad Moten Speaks at CPD Event

On April 24, 2020, Asad Moten, an associate at Speigel Nichols Fox LLP, presented at LSO’s “Key Principles in Commercial Litigation” CPD event. More specifically, Asad touched on written and oral advocacy in the commercial context and presented helpful tips on how to improve advocacy skills. Notably, this was LSO’s first full-length CPD program coordinated, recorded, and presented via Zoom.

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Apr
15
2020

Susanne Balpataky Discusses the “Top 5 Things Employers Need to Know During COVID-19” – Podcast

On April 12, 2020, Susanne Balpataky, a partner at SNF and employment expert, appeared on the radio show, the Doralicious Show for Agape Greek Radio, which aired in Toronto on 1690AM and in Ottawa on 97.9FM. She and Dora Konomi, an associate of SNF and the host of the show, discussed legal considerations for employers during COVID-19, including issues surrounding the laying off of employees, the 75% wage subsidy, constructive dismissals, and much more.

Screenshot from Agape Greek Radio website.

You can find the podcast here.

If you have any questions please contact Susanne at susanne@ontlaw.com.

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Mar
23
2020

Susanne Balpataky Discusses “Employers & COVID-19”

On March 20, 2020, Susanne Balpataky, a partner at SNF and the Chair of the Mississauga Board of Trade, spoke on Sauga 960 AM with David Wojcik, the President of the Mississauga Board of Trade, about COVID-19 and the workplace.

A screenshot of MBOT's website showing the podcast.

Susanne, who practices employment law, discussed how the pandemic is affecting business owners and answered some of the legal questions with which many employers are now grappling.

You can find the podcast here.

If you are an employer or an employee who might need some direction during the COVID-19 crisis, please contact Susanne at: susanne@ontlaw.com

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Jan
02
2020

Tender – Fair

LaPrairie Works Inc. v. Ledcor Alberta Limited 2019 Alberta QB

An unsuccessful bidder sued, not the owner, but the successful bidder of a project. The bad sport claimed that there was a contract among the bidders to treat each other fairly during the bid preparation and that the successful bidder breached that contract. The motions judge dismissed the action. All of the various indicia of an alleged contract were merely indicia that the bidders knew that there were rules to the bidding process with which they had to comply or would not be successful. There was never a contract between the bidders.

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