Ontario’s Business Corporations Act provides multiple ways a court may order the winding-up of a corporation. One common route for a court-ordered winding-up is a finding of oppression under section 248. However, other sections can also be used to force a corporation to be shut down by the courts, such as section 207(1)(b)(iv). Section 207(1)(b)(iv) […]
Category Archives: Complex Corporate Commercial Litigation
When Will A Plaintiff’s Delays Lead To Dismissal Of Its Claim?
It goes without saying that complex litigation matters can be a time-consuming process. Depending on its complexity, it can take years for a matter to reach final resolution through the courts. In some situations, however, delays may be the fault of a party to the litigation. We have previously written about the legal consequences of […]
Court Certifies Class Action Proceeding Against Trading Platform Binance
We have previously written about the cryptocurrency asset trading platform Binance, which is the subject of an Ontario Securities Commission investigation. A certification motion was recently brought against the Binance group of companies on behalf of purchasers of “cryptocurrency derivative products.” In Lochan v. Binance Holdings Limited, the Superior Court of Justice approved class action […]
Supreme Court of Canada Considers Fraud in the Context of Letters of Credit
We have previously written about letters of credit, which are common to financing transactions and are an essential form of security in the banking world. The Supreme Court of Canada recently revisited the law surrounding such instruments, particularly how fraud can impact their enforceability. The case of Eurobank Ergasias S.A. v. Bombardier Inc. concerned a […]
Can A Franchisee Rescind A Franchise Agreement For Deficient Disclosure?
In Ontario, franchise agreements are subject to the requirements of the Arthur Wishart Act (Franchise Disclosure), 2000 (the “Act”). The Act imposes a “duty of fair dealing” on the parties to such an agreement and grants franchisees the right to form an organization of franchisees. One of the most significant aspects of the Act is […]
The Legal Effect of Requiring Payment of a Criminal Rate of Interest in a Contract
Section 347 of the Criminal Code makes it a criminal offence for someone to enter into an agreement or arrangement to receive interest at a “criminal rate” or to receive a payment or partial payment of interest at that rate. In turn, a “criminal rate” is “an effective annual rate of interest calculated in accordance […]
A Review of the Requirements for a Stay of Enforcement of a Judgment
Once a party obtains a final order or judgment from a Court, they may sometimes face the prospect of a motion from the opposing party to stay enforcement of that order or judgment. Such stays are generally difficult to obtain, however. Two recent Superior Court of Justice decisions are useful reminders of the legal tests […]
The Parol Evidence Rule and Contractual Interpretation
Litigation involving contracts often hinges on the interpretation to be given to one or more terms of the contract. Parties will typically advocate for a particular interpretation. Sometimes, a question arises about whether and to what extent a party can introduce evidence substantiating that interpretation. Among other things, that question may involve the application of […]
Staying Court Proceedings in the Context of International Commercial Arbitrations
It is very common for commercial contracts to include clauses requiring parties to submit disputes to arbitration. Despite this, when an actual dispute arises, a party may wish to pursue court proceedings, in which case a court may have to decide whether to stay those proceedings and allow the dispute to proceed through arbitration. In […]
What Does “Best Efforts” Mean?
Businesses that agree to carry out their contractual obligations using “best efforts” may wonder what standard that phrase imposes on them. The words have a lengthy judicial history, and the issue recently arose again in the Superior Court of Justice decision of 2271047 Ontario Ltd. v. Window City Industries Inc. In 2010, Window City Industries […]