Dissent Rights and Shareholder Agreements – New Ruling Provides Guidance

Dissent rights, entrenched in most provincial corporate statutes, grant shareholders the power to contest significant corporate changes and compel the corporation to repurchase their shares at a fair market value. Central to the enforcement of these rights is the statutory framework, which can result in either an amicable valuation agreement or a court-mandated determination of …

When development deals go wrong, damages come in the form of land value, not lost profits

This column was originally published on RENX.ca. When a deal to buy and sell land for development goes awry, an innocent purchaser can sue for the damages suffered. However, in most cases, the measure of damages will be the difference between the purchase price of the land and the market value on the closing date. Lost …

Mass fraud, arson threats, murder, organized crime, kidnapping: What are the limits of ‘buyer beware’?

This column was originally published on RENX.ca. In an episode of The Simpsons in the late ’90s, Marge Simpson takes a job as a real estate agent to make some extra cash. She made her first sale by selling a big, reasonably priced home to the Flanders family. In her haste to close the deal and despite her …

Bullying and Legal Ethics: A Warning from Singh v Braich

In the legal world, mutual respect between counsel and adherence to professional standards are not just niceties – they are the cornerstone of a functional and effective justice system. A recent case, Singh v Braich, provides a stark reminder that lawyers have a professional responsibility to be courteous, particularly in interactions with junior colleagues, and …

Ontario Court of Appeal Provides Insight on the Transfer of Commercial Leases

This column was originally published on RENX.ca. Ontario’s highest court has ruled that a landlord cannot arbitrarily refuse to allow a commercial tenant to assign its lease without good reason.  The court looked at the applicable facts and information provided to the landlord to determine whether its refusal to consent to lease assignment is unreasonable and …

An Entire Agreement Clause Is Not a Complete Bar to a Fraudulent Misrepresentation Defence

An entire agreement clause clarifies that the document in which it appears (and any other documents specified) constitutes the whole agreement between the parties. This helps ensure contractual certainty: the parties know that the deal is confined to the four corners of the document. Generally, when a contract contains an “entire agreement” clause, a party …

Arbitrations Can Be Determined by Summary Judgment

A recent decision from the Ontario Court of Appeal has confirmed that an arbitrator has jurisdiction to resolve a dispute through a summary judgment motion. The decision confirms that an arbitrator’s discretion is delineated by the arbitration agreement reached between the parties. In Optiva Inc. v. Tbaytel, the parties, Tbaytel (“Tbaytel”) and Optiva Inc. (“Optiva”), …

The Limits on Relief from Forfeiture of a Commercial Lease: Ontario’s highest court again sides with Landlords when Tenancies are disrupted by COVID-19

This column was originally published on the Real Estate News Exchange (Renx.ca). In the latest chapter in the commercial tenancy battles caused by the pandemic, Ontario’s highest court has set out the limits on relief from forfeiture of a commercial lease.  This time, a major anchor tenant in a shopping mall asked for help after …

The Duty of Good Faith when Dealing with Pre-construction Assets and Assignments of Interest

This column was originally published on the Real Estate News Exchange (Renx.ca). An important decision from the Ontario Superior Court of Justice has affirmed two important principles: (1) Pre-construction assets should only be transferred when the builder’s consent is obtained; and (2) Parties should never lose sight of the obligation to act in good faith …

The Dire Consequences of Failing to Immediately Disclose a Settlement Agreement

If you ask most litigators which aspect of their practice keeps them awake at night, nine times out of ten, the answer will be missing a limitation period. This is a valid worry, of course. After all, if the deadline to commence a claim is missed, even by a short window, not only do our …