A recently released decision of the Court of Appeal has addressed the meaning of “material change” as it is used in the Ontario Securities Act. In Markowich v. Lundin Mining Corporation, the plaintiff sought to advance a claim against the defendant company in which he held shares, specifically the statutory cause of action set out […]
Category Archives: Complex Corporate Commercial Litigation
The Defence of Non Est Factum
When debtors are sued for amounts owing under a contract, it is not unusual for them to plead the defence of non est factum. This often serves as a defence of last resort. However, it is a difficult defence to argue successfully as it only applies in a relatively narrow set of circumstances. In this […]
A Review of the Law of Quantum Meruit
Sometimes, a party may provide services to another, expecting a contract to be signed between them, only to find that the contract never comes to fruition. Alternatively, a party may provide services to another outside the scope of their contract or following the contract’s expiration. In such situations, the question arises of whether the party […]
A Review of the “Indoor Management Rule”
It is common for businesses to have long-term relationships with particular individuals. Still, when someone new comes into the picture, a business may have questions about the level of authority that person has. This issue can sometimes arise in the context of contracts between parties. When can a business assume that the individual they are […]
Contractual Terms and the Determination of Fair Value of Minority Shareholdings
It is commonly understood that minority shareholders have certain protections under the Business Corporations Act. This includes the right to dissent on a vote to approve certain significant corporate events, such as an amalgamation of the company or the sale of all of its property. The requirements for such a dissent are in section 185 […]
What is the Meaning of a “Time Is Of The Essence” Clause in an Agreement?
The standard form agreement of purchase and sale used by the Ontario Real Estate Association includes language that reads, “Time shall in all respects be of the essence.” Vendors and purchasers often wonder what this clause means. The legal effect of this and similar language has been litigated many times, both in a real estate […]
Court Rejects Defence of Lack of Natural Justice in Case of Foreign Judgment Enforcement
When seeking to enforce a foreign judgment in Ontario, the applicant generally needs to prove that (1) a court of competent jurisdiction issued the foreign judgment, (2) the judgment is final, and (3) the judgment is for a definite sum of money. Once these requirements are met, the burden shifts to the respondent to prove […]
Court Considers Penalties Against Judgment Debtor for Contempt of Court
Enforcement against judgment debtors often requires recourse to Rule 60 of the Rules of Civil Procedure. The Rule sets out various enforcement mechanisms, including writs of seizure, sale, and garnishment. Rule 60.18 also sets out how a judgment creditor may examine a debtor about their income and property, also known as an examination in aid […]
Court Grants Carriage of a Proposed Class Action Against Canopy Growth
Corporate commercial litigation has commenced against cannabis company Canopy Growth in relation to its Biosteel sports drink subsidiary. “Material misstatements” and financial problems in this division have been reported in business media. A carriage motion in Dziedziejko v. Canopy Growth Corporation recently reached the Ontario Superior Court of Justice as law firms battled to represent […]
A Review of the Tort of Conspiracy
When creditors bring claims against corporate debtors, they sometimes face the prospect that the debtor will have insufficient assets to satisfy any resulting judgment. For this reason, creditors will sometimes cast the net of potential defendants as wide as reasonably possible. In some situations, creditors may be able to name a broader group of parties […]