Decisions

Keep up to date on the latest Commercial List decisions.

• Vasilief v. Conforti

  keywords: Procedure — Motions — Rule 37.14 — Whether January 2025 Order should be set aside given failure to appear through accident or mistake — Interpretation of “forthwith” in context of solicitor misconduct — Johnswood five‑factor framework applied, citing 15 Johnswood Crescent and Aluminum Window Design Installations Inc. — Respondents misled by former counsel found diligent — Order partly set aside | Procedure — Case management — Intertwined pleadings — Is it feasible to grant Rule 37.14 relief to only one set of respondents — Risk of inconsistent findings and procedural disequilibrium identified — Portions striking pleadings and granting sole control over iWindows reconsidered — Further steps under prior order paused pending case conference — Relief extended to all respondents | Professional responsibility — Costs — Solicitor’s misconduct — Whether costs should be ordered personally against former counsel — Pattern of false statements and fabricated communications found — Principle that sins of the lawyer not visited on the innocent client considered, citing Graham v. Vandersloot and Finlay v. Van Paasen — Partial indemnity costs awarded against former counsel personally in favour of affected respondents — Costs against solicitor ordered

  CanLII | Mar 12, 2026
• Target Park Inc. v. Crown Property Management Inc.

  keywords: Procedure — Arbitration — Appeals on questions of law — Arbitration Act, 1991, s. 45(1) — Scope of appeal confined to questions of law alone — Parties agreed correctness standard — Whether appeal lies from alleged failures in contractual interpretation and equitable set off — Functional and contextual reading of reasons applied — No extricable error of law identified — Appeal dismissed | Contracts — Force majeure — Interpretation — Force Majeure Clause requiring pro rata rent reduction if “parking sales are interrupted” — Did the Arbitrator err in law in finding the clause not engaged? — Sattva principles considered, Rogerson presumption applied — Continued revenue meant performance not impossible — No contemporaneous invocation established — Appeal dismissed | Contracts — Defences — Equitable set off — Did the Arbitrator err in law in finding the defence of equitable set off was not established? — Telford test articulated and applied — Alleged impediments to parking operations assessed as factual findings — No equitable ground to protect against demand proven — Appeal dismissed

  CanLII | Mar 11, 2026
• In Re Hudson's Bay Company

  keywords: Bankruptcy and insolvency — Costs — Entitlement — Whether Opposing Landlords, as successful parties, are entitled to costs — CCAA context of contested lease assignments under s. 11.3 — Classic adversarial civil proceeding identified — Normal rule that costs follow the event applied — Costs awarded against Applicants on partial indemnity — Award not punitive, recognises partial indemnity objective — Costs awarded | Bankruptcy and insolvency — Costs — Priority and allocation — Should costs be paid now and by whom in a CCAA proceeding — Request for direct payment by FILO Lenders or post‑filing priority rejected — Allocation among stakeholders deferred to end of proceeding — Pathlight not ordered to pay now — Consistent with prior determination deferring allocation issues — Payment deferred | Procedure — Costs — Scale — Appropriate scale of costs for lease assignment and ipso facto relief motions — Bad faith not found — Rule 49 not engaged — Commercial List practice considered — Partial indemnity as normal scale — Substantial indemnity not warranted — IC entitled to incremental partial indemnity for ipso facto relief opposition — Partial indemnity awarded | Procedure — Costs — Quantum — Whether the quantum claimed is fair, reasonable, and proportionate — Complexity, novelty, compressed timeline, expert evidence considered — Joint efforts to streamline accepted — Absence of contrary costs outlines noted — Expert disbursements reasonably incurred — Quantum fixed per certified bills — IC incremental amount allowed — Costs fixed

  CanLII | Mar 10, 2026
• Kapahi Real Estate Inc. v. Elite Real Estate Club of Toronto Inc

  keywords: Professional responsibility — Counsel conduct — Fabricated quotations in factum — Whether counsel submitted fabricated quotations attributed to real cases — Seven quotations presented as direct extracts found to be wholly made up — Duty of accuracy and candour to the court emphasised — Quotations confirmed not to originate from cited authorities — Fake quotations confirmed | Procedure — Contempt — Court’s response to false authorities — Whether the court should initiate contempt proceedings or refer for investigation — Prior show cause approach in Ko v. Li considered — Limits on judicial investigation noted — Matter left to authorities including the Law Society of Ontario and Toronto Police Service — No referral to Attorney General at this time — Decision referred to Law Society, no contempt referral | Professional responsibility — Use of technology — Rule 4.06.1(2.1) certification — Non-compliance with certification regarding generative AI use in factum — Court inquired about generative AI, counsel denied using AI — Failure to include required certification acknowledged as error — Importance of reliable submissions underscored — Non-compliance acknowledged | Procedure — Costs — Personal costs against counsel — Whether personal costs under Rule 57.07 are warranted following misuse of authorities — Applicants signalled motion for costs against counsel personally — Parties settled costs of motion to vary on substantial indemnity basis — Applicants abandoned motion for costs against counsel — Costs fixed by consent, personal costs motion abandoned

  CanLII | Mar 10, 2026
• CSN Collision (Canada) Inc. v. Lift Auto Group Ltd.

  keywords: Contracts — Specific performance — Negative covenants — Should a permanent injunction restrain breaches of Articles 4.05(a) and 4.10 — Final injunction principles from AdLine and Cambie applied — Equity favours enforcing restrictive covenants defining the parties’ bargain — Anticipatory breach admitted — Permanent restraint mirrors the negative bargain in Doherty v. Allman — Permanent injunction granted | Contracts — Remedies — Adequacy of damages — Are damages adequate given a 25‑year relationship and complex, future losses — Difficulty valuing ROFR and goodwill over remaining term — Hadley v. Baxendale framework inadequate for incalculable branding and network harms — Avoiding prolonged damages litigation and multiple proceedings — Injunction the appropriate remedy — Specific performance ordered | Contracts — Efficient breach — Anticipatory breach — Can an efficient breach justify leaving and paying capped or formulaic damages — Parties’ election right preserves ongoing agreements and displaces liquidated damages — Losses not quantifiable with precision at breach date — No economically equivalent outcomes tendered — Efficient breach rationale rejected — Injunction preferred to damages — Permanent injunction granted

  CanLII | Mar 9, 2026
• Citti v. Klein

  keywords: Civil liability — Fraudulent misrepresentation — Elements and reliance — Whether deemed admissions and affidavits entitle the plaintiffs to judgment — False project brochures and non‑acquisition of identified properties — Reliance by each plaintiff established for specified investments — Citizens Bank of Canada v. Pastore applied, Samine LLC v. Digital Shovel cited — Default judgment granted for all three investments of the second plaintiff and one investment of the first plaintiff — Default judgment granted in part | Business associations — Corporations — Directing mind attribution — Whether corporate defendants are liable for misrepresentations of the directing mind — Promotional materials and solicitations issued through corporate vehicles — Admissions that the individual was the directing mind of the corporations — Corporate liability for deceit established coextensively with individual liability — Default judgment against corporate defendants granted | Civil liability — Damages — Punitive damages — Whether punitive damages may be awarded on a default judgment motion for egregious fraud — Knowingly false statements inducing substantial investments — Retribution, deterrence and denunciation considered — John Howard Society of Peel‑Halton‑Dufferin v. Pennock referenced — Quantum fixed at a proportion of proven losses — Punitive damages awarded | Procedure — Default judgment — Undefended trial — Whether claims lacking pleaded reliance or evidentiary support should proceed to trial — Deemed admissions under Rules of Civil Procedure rr. 19.02, 19.05 and 19.06 considered — Elekta Ltd. v. Rodkin test applied — Portions concerning one defendant and two investments require oral evidence — Undefended trial directed

  CanLII | Mar 5, 2026
• Re Earth Boring Co. Limited et al.

  keywords: Trusts — Certainty of intention — Did the Escrow Agreement create a trust? — Language of the Escrow Agreement did not expressly create a trust — Certainty of intention not established on the evidence — Use of a mixed use trust account not determinative — Funds not impressed with a trust — Trust not established, Escrow Funds not trust property | Bankruptcy and insolvency — Property of the estate — Were the Escrow Funds the debtor’s property at the NOI? — Unsecured judgment creditor status and unexecuted adjudication order — s. 70(1) BIA takes precedence over unexecuted judgments — Beaver Trucking applied, Werenka followed — Funds remained part of the debtor’s estate — Creditor priority denied | Statutory interpretation — Bankruptcy and Insolvency Act — Interaction of s. 67 and s. 70 — Does s. 70 apply absent a trust under s. 67? — No property held in trust for another within s. 67(a) — s. 70 applies and the trustee in bankruptcy should prevail — Creditor equality and rateable distribution affirmed — s. 70 governs | Bankruptcy and insolvency — CCAA restructuring — Are the Escrow Funds a Retained Asset under the RVO? — Retained Asset under the Subscription Agreement and remained with Newco — Excluded Liabilities transferred to ResidualCo — Scheme devised and approved within the CCAA proceedings respected — Escrow Agent directed to release the funds to Newco

  CanLII | Mar 2, 2026
• The Vancor Group Inc v. 2744364 ONTARIO LIMITED et al

  keywords: Procedure — Motions to vary — Security for costs — Whether the Security Order should be varied under Rule 59.06 — Requirement that new facts arise or be discovered after the order and not discoverable with due diligence (Baetz, Glatt) — Probability of affecting result required (Mehedi) — PICI Promissory Note not newly discovered — Litigation by instalment not tolerated — Motion to vary dismissed | Bankruptcy and insolvency — Companies’ Creditors Arrangement Act — Supervisory discretion — Whether s. 11 CCAA discretion permits proceeding with a rectification motion without posting security — Discretion bounded by remedial objectives and baseline considerations of appropriateness, good faith, and due diligence (Callidus) — Reopening a final order not appropriate — Litigation by instalment discouraged — Discretion to permit proceeding without security refused | Evidence — Fresh evidence on motion — Admissibility and weight — Do the additional materials meet due diligence and materiality thresholds to affect the security ruling? — Materials existed before and not obtained with reasonable diligence — Undated texts of limited probative value — Lease and driver’s licence not properly before the Court, no sealing order — Would not probably affect result — Additional evidence rejected

  CanLII | Feb 26, 2026
• Purdue Pharma (Re)

  keywords: Bankruptcy and insolvency — Foreign recognition — Companies’ Creditors Arrangement Act Part IV — Whether the Confirmation Order should be recognized — Principles of comity and s. 61(2) public policy exception considered — Third-Party Releases now consensual and consistent with Harrington — Overwhelming creditor support and equitable treatment of stakeholders found — No basis to refuse recognition under s. 61(2) CCAA — Recognition Order granted | Bankruptcy and insolvency — Ancillary relief — Termination of recognition proceedings — Whether to terminate proceedings and grant releases, fee approvals, and lift stays — Information Officer release approved and activities undertaken in good faith — Stays terminated to permit Canadian claimants to continue with non-released claims — Fees and disbursements reviewed and approved as reasonable — Proceedings terminated and ancillary relief granted | Procedure — Bar orders — Pierringer protection — Should a Pierringer-type Bar Order be imposed as a term of recognition? — Insolvency risk borne by other defendants and Stipulation did not advantage creditors — CannTrust and Paladin Labs distinguished on facts and context — Co-Defendants already received a bar order in prior settlement — Bar Order refused

  CanLII | Feb 17, 2026
• Re Xanadu Quantum Technologies Inc.

  keywords: Business associations — Corporate arrangements — Interim orders under OBCA — Whether the Court should grant interim orders under s. 182(5) — Purpose at interim stage to set the wheels in motion — Court satisfied to approve mechanics for notice and meetings — Flexibility of arrangement provision recognised — Interim orders granted | Statutory interpretation — OBCA — Definition of corporation and scope of s. 182 — Can a non-OBCA co-applicant seek an interim order pending continuance? — s. 182(5) confers broad latitude — Non-OBCA status an immaterial quirk of timing — Continuance to occur before final order — Prior Commercial List practice considered — Interim relief available | Statutory interpretation — OBCA — Meaning of arrangement under s. 182(1)(f) — Does the transaction constitute an arrangement involving an exchange of securities? — Exchange of shares for Newco securities not a takeover bid — Reasonable grounds to regard as an arrangement — Innvest REIT cited on threshold — Arrangement characterised accordingly | Procedure — Corporate arrangement process — Shareholder meetings and notice — Are proposed notice and meeting mechanics appropriate and consistent with the Model Order? — Court concerned with notice, quorum, proxies, voting and dissent rights — Consistency with Commercial List Model Order noted — Limited variations justified — Mechanics approved

  CanLII | Feb 13, 2026