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 […]
Category Archives: Contract Disputes
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 […]
Breach of Contract by a Company: A Potential Path to Personal Liability for Directors
When a business enters into a contract with another company, it must carry the risk that it will not be able to recoup its losses from the company in the event of its breach. This risk may be magnified when the company is small and closely held. Much of this risk originates in a legal […]
Enforceability of Entire Agreement Clauses in Ontario
“Entire agreement” or “whole agreement” clauses are commonly used in contracts to limit the scope of contractual obligations and to define the parties’ rights and obligations. These clauses serve as an important tool for reducing the risk of disputes and ensuring that the parties are fully aware of the terms of the agreement. In Ontario, […]
Court of Appeal Allows Fraudulent Misrepresentation as Defence to Contract Default
Contracts form the basis of every business relationship. Contracts can be customized to fit the needs of the parties who choose to enter them. However, it is not uncommon for parties to default on their contractual obligations, leading to contract disputes and litigation. In the recent case of 10443204 Canada Inc. v. 2701835 Ontario Inc., […]
Non-Payment Triggers Re-Entry for Commercial Landlords
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 […]
The Impact of Post-Breach Events on Damages for Breach of Contract
In Ontario, there is a legal presumption that damages for breach of contract are calculated from the date of the breach. In some cases, however, it is possible to set this presumption aside when it would be unfair to use the date of breach as the basis for calculation. In a recent case from the […]
The “Innocent Insured” Clause in the Insurance Act is not Applicable Retroactively
While property insurance coverage applies to a specific property, it may cover several insured parties. For example, depending on the policy, home insurance might cover multiple members of a single-family, several roommates, and/or tenants who rent a room or a basement unit. This is helpful in that the coverage will extend to each person noted […]
Disgorgement as a Remedy for Breach of Fiduciary Duty
Legal remedies in a civil case where one party has profited from wrongdoing to another party, such as civil fraud or breach of fiduciary duty, will generally result in damages being awarded to the wronged party. Often, the plaintiff in such a case has suffered a financial loss due to the defendant’s actions, and a […]
Court Certifies Class Action Against Uber
We have been watching the progress of the proposed class action proceeding between ‘gig economy’ drivers and Uber, an international ride share and food delivery service. To date, the litigation has primarily focused on whether the action could proceed in Canada, or if the drivers would be required to take the dispute to mandatory arbitration […]