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 […]
Category Archives: Commercial Real Estate Litigation
COVID-19 & Relief From Forfeiture
Businesses across the country still feel the impact of the COVID-19 pandemic, and legal disputes related to the fallout of safety measures are still working their way through Canada’s court systems. Given the novel scale and impact of the pandemic on commercial activities and real estate, courts and lawyers are finding themselves applying long-established legal […]
Loss of Profit Not Included in Damages for Breach of Commercial Real Estate Contract
When assessing damages for breach of contract, the date at which the losses are assessed can have a significant impact on the final award for damages. For example, if two parties were to enter into a contract for the sale of raw materials for a discounted price, and the seller failed to close the transaction, […]
Landlord Consent for Commercial Lease Assignments
In the current climate, several businesses have faced challenges operating brick-and-mortar premises. As a result, there may be increased interest in reducing expenses by shrinking an enterprise’s real estate footprint or transferring their commercial leases. When a tenant chooses to reduce their financial burden by assigning their lease, their relationship with the landlord takes on […]
Discoverability In Claims for Contribution and Indemnity
Parties to civil proceedings in Ontario are permitted to bring into the litigation all persons they feel should be present to effectively and completely adjudicate on all the issues raised and who fit the criteria set out in the Rules of Civil Procedure. Those who are named as defendants can bring additional parties in through […]
Fraud, Letters of Credit & the Autonomy Principle
A standby letter of credit is a promise from a bank to a creditor that the bank will pay funds to the creditor in the event of a default by a debtor, so long as certain conditions are met. For example, a commercial landlord may require a standby letter of credit from a tenant’s bank […]
Commercial Tenant Prevented From Using Force Majeure to Escape Rent Obligations
We wrote about the issues of frustration and force majeure in our previous post called “Force Majeure and Frustration in Contracts Following the COVID-19 Pandemic” Force majeure clauses are dealt with through the law of contract. Such a clause needs to be an express term and will not be implied. These clauses act as a […]
Constructive Trusts: A Remedy for Wrongful Conduct
Constructive trusts are sometimes used by a court to impose a remedy for a party who was deprived of their rights to property via the wrongful or fraudulent conduct of a third party. This is an equitable remedy created through the common law to make the situation right, as though the wrongful conduct had not […]
The Rule in Foss v. Harbottle
The rule in Foss v. Harbottle is well established in Ontario law. The rule prevents shareholders from suing for a loss in the value of their shares brought about by a wrong done to the corporation. The rule is a consequence of the separate legal personality of the corporation. Just as shareholders (subject to limited […]
Excessive Delay Dismissal Saved by the Counterclaim
Efficiency and finality in legal matters require respect for, and enforcement of, the agreed-upon rules including any set or procedural time limits. Yet at the same time, it is desirable to ensure the merits of each dispute are given their due. How much delay in a proceeding or transaction is considered “too much”? When is […]