Decisions

Keep up to date on the latest Commercial List decisions.

The decisions below represent all Commercial List matters published on CanLII in the last year. This list will be updated every week. 
Decisions
  • keywords: Business associations — Corporate governance — Press releases — Acquisition Proposals — Superior Proposals — Board of directors — Whether press release should disclose the name of the submitting party and proposed share price — Court held that disclosure of both elements was required — Directions consistent with prior orders and the balance struck in earlier endorsements | Commerce and industry — Mergers and acquisitions — Disclosure obligations — Press releases — Whether disclosure of the submitting party’s identity and proposed share price in response to an Acquisition Proposal is required — Court held that such disclosure was necessary to ensure transparency and compliance with corporate governance standards | Securities — Regulatory compliance — National Instrument — Ontario Securities Commission — Capital markets regulation — Whether disclosure of submitting party’s identity and proposed share price aligns with National Instrument requirements — Court agreed with the Ontario Securities Commission’s position that disclosure was mandatory to ensure compliance with securities regulations

    CanLII | Apr 25, 2025

  • keywords: Construction — Commercial arbitration — Interpretation of project agreements — Appeal of arbitration award under Arbitration Act, 1991 — Four disputes arising from a public-private partnership (P3) project for highway construction and maintenance — Did the Tribunal err in interpreting the Project Agreement in relation to crossfall remediation, utility relocation, leased land consents, and defect rectification? — Principles of contractual interpretation applied to construction disputes | Contracts — Contractual interpretation — Public-private partnership (P3) agreements — Tribunal’s interpretation of Project Agreement challenged on appeal — Whether Tribunal failed to consider the Project Agreement as a whole — Whether Tribunal misapplied principles of contractual interpretation in four disputes — Standard of review for extricable questions of law in commercial arbitration appeals — Correctness standard applied to legal errors | Civil procedure — Standard of review — Commercial arbitration appeals — Whether the standard of review for extricable questions of law in commercial arbitration appeals is correctness or reasonableness — Application of Vavilov principles to statutory appeals under Arbitration Act, 1991 — Correctness standard applied to questions of law in contractual interpretation | Contracts — Crossfall remediation — Minor Deficiencies — Tribunal found crossfall remediation was outside the scope of the Project Agreement and constituted a Variation — Whether Tribunal erred in classifying crossfall issues as Minor Deficiencies — Tribunal’s findings on safety, drainage, and construction tolerances upheld — No extricable error of law identified | Contracts — Utility relocation and leased land consents — Zenway Boulevard and 407 ETR disputes — Tribunal found Contracting Authority responsible for securing rights to relocate utilities and obtaining consents for leased lands — Whether Tribunal erred in interpreting s. 14.1 and related provisions of the Project Agreement — Tribunal’s interpretation of risk allocation and access rights upheld

    CanLII | Apr 25, 2025

  • keywords: Bankruptcy and insolvency — Receivership — Discharge of Receiver — Approval of activities, fees, and disbursements — Receiver sought discharge and approval of its Third Report, activities, and fees — Should the Receiver be discharged and its activities approved? — Court adjourned the motion for discharge to allow for a complete record and further submissions — Governing principles for discharge of a Receiver and approval of its activities | Statutory interpretation — Receivership Orders — Impact on pending actions — Applicant sought clarity on whether the Receiver’s discharge would affect its ability to pursue two guarantee actions in Ontario — Does the discharge of the Receiver affect the Applicant’s pending actions? — Court held that the discharge would not affect the Applicant’s ability to pursue the actions — Interpretation of Receivership Orders in relation to pending litigation | Bankruptcy and insolvency — Breach of Receivership Order — Unauthorized commencement of actions — CBJ commenced Alberta and Ontario actions without the Receiver’s consent or leave of the Court — Did CBJ breach the Receivership Order? — Court found CBJ acted in direct breach of the Receivership Order — Principles governing compliance with Receivership Orders | Business associations — Corporate authority — Commencement of legal actions — CBJ commenced actions without corporate authority or legal representation — Were the actions properly commenced under corporate law? — Court found no evidence of corporate authority or Board approval for the actions — Requirements for corporate compliance in initiating legal proceedings | Civil procedure — Adjournment of motions — Completeness of record — Receiver suggested adjournment of the discharge motion to allow for a full record and further submissions — Should the motion for discharge be adjourned? — Court adjourned the motion to ensure a complete record and clarity on the value of pending actions — Principles governing adjournment of motions in commercial proceedings

    CanLII | Apr 25, 2025

  • keywords: Bankruptcy and insolvency — Appointment of receiver — Just or convenient standard — Applicant sought appointment of a receiver under section 243 of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act — Respondents did not oppose the application — Is it just or convenient to appoint a receiver? — Factors considered holistically, including secured creditor rights, property preservation, and balance of convenience | Bankruptcy and insolvency — Deferral of receivership — Business operations — Applicant proposed deferring the effective date of the receivership to allow the Respondents to continue operating the business temporarily — Should the appointment of the receiver be deferred? — Court considered practical implications, including honoring existing contracts and minimizing disruption | Commerce and industry — Interim monitoring — Business as a going concern — Proposed Receiver agreed to act as Monitor on an interim basis to explore maintaining the business as a going concern — Can the proposed Receiver act as a Monitor? — Court approved interim monitoring to assess financial viability and potential sale as a going concern

    CanLII | Apr 22, 2025

  • keywords: Business associations — Shareholder disputes — Beneficial ownership — Applicant claimed 15% shareholding in corporation based on investment and work agreement — Respondents denied agreement and alleged repayment of investment — Credibility of witnesses central to dispute — Was the applicant entitled to 15% of the shares? — Enforceable agreement found — Oppression remedy granted under Ontario Business Corporations Act, s. 248 | Contracts — Formation of agreement — Oral and written agreements — Applicant alleged enforceable agreement for 15% shareholding in exchange for $100,000 investment and work — Respondents disputed terms and alleged repayment — Was there an enforceable agreement? — Court found essential terms agreed upon — February 2014 Agreement upheld as binding | Securities — Oppression remedy — Shareholder rights — Applicant sought oppression remedy for failure to issue shares and provide corporate documents — Respondents denied applicant’s shareholder status — Was the applicant entitled to relief under s. 248 of the Ontario Business Corporations Act? — Oppression remedy granted — Reasonable expectations of shareholder violated | Statutory interpretation — Limitations Act, 2002 — Discoverability of claims — Respondents argued claim for shares was statute-barred — Applicant claimed he was unaware of denial of shareholder status until 2024 — When was the claim discoverable? — Court held claim was not discoverable until respondents explicitly denied shareholder status — Claim not statute-barred

    CanLII | Apr 14, 2025

  • keywords: Civil procedure — Contempt of court — Sanctions — Costs — Defendants found in contempt for failing to comply with court orders, including a Turnover Order — Plaintiffs sought full indemnity costs as a sanction — Should full indemnity costs be awarded as a sanction for contempt? — Rule 60.11(5) of the Rules of Civil Procedure — Factors for determining sanctions for contempt include proportionality, deterrence, and aggravating factors | Constitution — Charter breaches — Stay Motion — Plaintiffs breached Charter rights by failing to disclose evidence in a timely manner and splitting their case — Defendants sought substantial indemnity costs for the Stay Motion — Should substantial indemnity costs be awarded for Charter breaches? — Canadian Charter of Rights and Freedoms, s. 24(1) — Costs awarded to defendants on a substantial indemnity basis | Civil procedure — Costs — Set-off — Defendants sought to set off costs awarded for the Stay Motion against outstanding costs owed to plaintiffs from prior decisions — Plaintiffs argued against set-off due to lack of mutuality of debts — Can costs awarded for a Stay Motion be set off against prior costs awards? — Courts of Justice Act, R.S.O. 1990, c. C.43, ss. 96, 106, 111 | Civil procedure — Costs of hearing — February 28, 2025 hearing — Plaintiffs awarded full indemnity costs for the sanction hearing portion of the attendance — No costs awarded for other issues addressed at the hearing — What costs should be awarded for a hearing addressing sanctions, costs, and set-off considerations? — Costs fixed at $50,000 for the sanction hearing

    CanLII | Apr 11, 2025

  • keywords: Business associations — Corporate governance — Shareholder disputes — Interlocutory injunctions — Applicant sought to restrain respondent from withdrawing funds from corporation under section 248(3)(a) of the Business Corporations Act (Ontario) — Should the test for granting an injunction be "serious issue to be tried" or "strong prima facie case"? — Court applied "strong prima facie case" test for relief akin to Mareva injunctions — Business Corporations Act, R.S.O. 1990, c. B.16, s. 248(3)(a) | Civil procedure — Interlocutory injunctions — Test for granting — Applicant sought to restrain respondent from withdrawing funds from corporation — Did the applicant establish irreparable harm to justify the injunction? — Harm must be irreparable, not merely monetary — Court found no irreparable harm as corporate assets were held in trust or illiquid — Framework from RJR-MacDonald Inc. v. Canada (A.G.) applied | Property — Corporate assets — Restrictions on encumbrances — Applicant sought to prevent respondent from encumbering or withdrawing funds from corporate assets — Should restrictions be imposed on corporate property pending resolution of the dispute? — Court ordered that corporate property not be encumbered without consent or court order — Funds held in trust to remain pending further agreement or court order

    CanLII | Apr 9, 2025

  • keywords: Civil procedure — Jurisdiction simpliciter — Real and substantial connection — Ontario Superior Court of Justice — Foreign trustee — Misappropriation of funds in Ontario — Contracts connected to the dispute made in Ontario — Torts committed in Ontario — Presumptive connecting factors under Van Breda — Did the Trustee rebut the presumption of jurisdiction? — Ontario courts have jurisdiction over the Trustee based on real and substantial connection principles | Contracts — Governing law and forum clauses — Trust Deed executed in Ontario — Contracts connected to the dispute — Loan agreements made in Ontario — Misappropriation of funds traceable to Ontario contracts — Are contracts connected to the dispute sufficient to establish jurisdiction? — Contracts made in Ontario establish a presumptive connecting factor under Van Breda | Estates and trusts — Forum non conveniens — Trust governed by Liechtenstein law — Trustee domiciled in Liechtenstein — Equitable remedies sought in Ontario — Multiplicity of proceedings — Is Liechtenstein a clearly more appropriate forum? — Ontario is the convenient forum for resolving disputes involving the Trust | Evidence — Sufficiency of pleadings — Adequacy of claims against the Trustee — Jurisdictional analysis — Claims sufficiently pleaded to allow for jurisdictional determination — Do deficiencies in pleadings preclude jurisdictional analysis? — Pleadings meet the threshold for jurisdictional analysis under Ontario law

    CanLII | Apr 8, 2025

  • keywords: Civil procedure — Jurisdiction simpliciter — Real and substantial connection — Ontario Superior Court of Justice — Misappropriation of funds originating in Ontario — Trustee of Liechtenstein trust — Presumptive connecting factors — Contracts made in Ontario — Torts committed in Ontario — Rebuttal of presumptive factors — Does the Ontario court have jurisdiction over the Trustee? — Framework from Van Breda and Haaretz.com applied | Contracts — Connection to dispute — Trust Deed and related documents — Contracts made in Ontario — Misappropriation of funds — Loan agreements connected to Ontario — Trustee’s knowledge of Ontario origin of funds — Are contracts connected to the dispute sufficient to establish jurisdiction? — Van Breda principles governing contracts as connecting factors | Estates and trusts — Forum non conveniens — Liechtenstein trust — Governing law and forum clauses favouring Liechtenstein — Multiplicity of proceedings — Equitable remedies sought in Ontario — Is Liechtenstein a clearly more appropriate forum? — High standard for displacing plaintiff’s chosen forum under Van Breda | Evidence — Sufficiency of pleadings — Adequacy of claims against Trustee — Jurisdictional analysis — Allegations of knowing receipt and constructive trust — Are the pleadings sufficient to allow the court to assess jurisdiction? — Threshold for sufficiency of pleadings under Sparkasse and Rule 37.01

    CanLII | Apr 8, 2025

  • keywords: Business associations — Corporate governance — Appointment of inspector — Related party transactions — Allegations of oppressive conduct — Financial mismanagement — Should an inspector be appointed under the Business Corporations Act (Ontario) to investigate the Pharmacies’ financial and business affairs? — Test for appointing an inspector under s. 161 of the OBCA — Prima facie case and appropriateness of investigation — Costs of investigation shared equally by the Pharmacies | Statutory interpretation — Business Corporations Act (Ontario) — Derivative actions — Leave to prosecute — Allegations of misappropriation of corporate funds — Should leave be granted under s. 246 of the OBCA to bring derivative actions on behalf of the Pharmacies and Woodbine Downs? — Best interests of the corporation — Test for granting leave under s. 246 of the OBCA | Contracts — Arbitration clauses — Shareholder agreements — Disputes between shareholders — Derivative actions — Do arbitration provisions in shareholder agreements preclude leave to prosecute derivative actions on behalf of the Pharmacies? — Scope of arbitration clauses — Waiver of arbitration rights through participation in litigation | Civil procedure — Costs — Allocation of costs — Inspector and derivative actions — Should the costs of the inspector and derivative actions be allocated among the parties? — Costs shared equally by the Pharmacies and Gerges — Costs allocation subject to adjustment based on outcome

    CanLII | Apr 7, 2025

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