When a corporation is a party to litigation, the risk of a finding of liability or an award of costs generally does not follow the directors or corporate principals in their personal capacity. Corporate officers are commonly shielded from personal liability in corporate actions. However, this protection is not absolute, and courts have jurisdiction to […]
Category Archives: Complex Corporate Commercial Litigation
Shareholders’ Agreement Helps Founder Obtain Oppression Remedy
The oppression remedy protects individuals with an interest in a corporation from corporate actions that are harmful by protecting their reasonable expectations. If a claimant can show unfair conduct by a corporation resulting in prejudice to their interests, the oppression remedy enables a court to intervene. Because the key to the remedy is a focus […]
Corporate Directors & Personal Liability for Unpaid Wages
A recent decision of the Ontario Court of Appeal in Abbasbayli v. Fiera Foods Company provides insight into the statutory claims that may be brought against corporate directors for unpaid wages and vacation pay in the context of wrongful dismissal. Terminated Employee Makes Claim for Unpaid Wages Against Corporation and Directors Personally The Plaintiff, Mr. […]
Data Exclusion Clause Limits Insurance Coverage for Cyber Matters
As privacy and cybersecurity concerns grow in significance, digital breaches are a growing area of legal risk. A recent decision of the Ontario Court of Appeal made clear that traditional insurance policies may not extend coverage for cyber matters, potentially leaving businesses vulnerable. On March 15, 2021, the Court released its decision in Family and […]
Unconscionability & Arbitration in the Wake of Uber v. Heller
Late last year the Supreme Court of Canada released a decision in Uber Technologies Inc. v. Heller in which one party challenged the enforceability of an arbitration clause in a standard form services agreement. In that case, the Court found the clause unconscionable and unenforceable, leading some to conclude that the case marked a new […]
Can a Buyer Back out of a Share Purchase Agreement Due to COVID?
The COVID-19 pandemic has caused economic disruption impacting transactions where parties seek to abandon deals on the grounds that the business climate is materially different and thereby avoid existing contractual obligations. The recent decision Fairstone Financial Holdings Inc. v. Duo Bank of Canada involves the application of material adverse effect (MAE) provisions that are common […]
Justice Delayed is Justice Denied: Adjournment of Hearings
Legal proceedings take a great deal of time, effort and expense from all involved to get their matter to the adjudication stage. Having set a date for the hearing, it is assumed that this will motivate the parties to be ready on that date. The administration of justice wants to see matters move along as […]
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 […]
The Duty of Good Faith in Contracts, Further Defined
The Supreme Court of Canada (SCC) established a duty of good faith in contractual performance in its precedent-setting 2014 decision of Bhasin v. Hrynew. In this decision, the court recognized an organizing principle of good faith which contractual parties must observe in order to perform their contractual duties honestly and reasonably and not capriciously. Since […]
Objections to, and the Assumption of, Forum Conveniens or Non-Conveniens
There are many aspects of litigation to consider when bringing a claim, but perhaps first and foremost is where to bring the claim. It may seem obvious in most cases, but litigants are not always located in the same geographic area. Further, the issue in question might have occurred in a location where neither party […]