In Bank of Montreal v. Makhija, 2026 ONCA 221, the Ontario Court of Appeal confirmed that civil fraud requires proof of knowing or reckless misrepresentation and reliance and will not be found where the defendant reasonably believed the transaction was legitimate and did not make the misrepresentation relied upon. The Appellant, the Bank of Montreal (“Bank”), appealed the application judge’s findings that the Respondent, Master Manoj Makhija (“Makhija”) did not prepare or sign the Personal Financial Statement and that Makhija reasonably believed that the information provided to the Bank was truthful at the time of applying for a loan and credit facilities for his company, Seven Colors Entertainment Ltd. Makhija asserted that he himself had been duped by third parties who orchestrated a scheme to obtain financing for a printing business. Makhija asserted that he believed the printing business would go ahead and that the loan was for a legitimate … Read More
Location, Location, Location – Determining Jurisdiction when Liability is Contested in International Enforcement of Arbitration Award
In Sociedad Concesionaria Metropolitana de Salud S.A. v. Webuild S.p.A., 2026 ONCA 28, the Ontario Court of Appeal upheld a stay of Ontario enforcement proceedings on the grounds that Ontario was not the more appropriate jurisdiction and forum to determine liability. The Appellant, Sociedad Consulting Metropolitana de Salud S.A. (“Sociedad”), sought recognition and enforcement of the Arbitration Award in Ontario against the Respondent, Webuild S.p.A. (“Webuild”). Webuild was not a party to the arbitration. Sociedad’s position was that following restructuring proceedings in Italy, some of the award debtor’s assets were spun off to Webuild and argued that Webuild acquired the award debtor’s liability for the Arbitration Award through this spin off. Webuild denied this assertion and argued that Sociedad’s ability to enforce the Arbitration Award against Webuild had not yet been determined, and that whether Webuild assumed the award debtor’s liabilities related to the arbitration was a threshold issue which … Read More
To Grant or Not to Grant: Summary Judgment Motion
In Kotsopoulos v. Toronto (City), 2026 ONCA 121, the Ontario Court of Appeal allowed an appeal dismissing the summary judgment motion after finding one was not suitable in the circumstances. The dispute in this matter arose after the plaintiff fractured her ankle after stepping onto the unpaved portion of the roadway to avoid two cars passing each other in opposite directions. The plaintiff alleged that she injured her ankle within the municipal road allowance. The City took the position that it was not responsible for any injury sustained because the location of the injury was subject to the statutory bar in s.42(4)(b) of the City of Toronto Act, 2006, S.O. 2006, c. 11, Sched. A. and brought a motion for summary judgment to dismiss the claim against it on this very basis. The motion judge granted the motion and dismissed the claim against the City. Arguing that the motion judge … Read More
When a Seller Backs Out, Specific Performance Remains the Exception and Not the Rule
A recent Ontario Court of Appeal decision, Rabinowitz v. 2528061 Ontario Inc., 2026 ONCA 21, was allowed in part, as the Court upheld a lower court’s decision not to grant specific performance in a failed commercial real estate transaction, while also finding that the 12% interest charged under a mortgage did not infringe the Interest Act. Despite finding that the seller had repudiated the agreement of purchase and sale, the trial judge declined to grant specific performance. Specific performance is an equitable, discretionary remedy grounded firmly in the facts of the case. The Court of Appeal found that the trial judge correctly applied the governing principles to determine that the purchaser did not meet the burden of demonstrating that: 1) The property was unique; and 2) Damages would be an inadequate remedy. Regarding the mortgage issue, the sixth-month mortgage was given 0% interest, then 12% thereafter with no tying of … Read More
Don’t Let a Judgment Sink You: Summary Judgment Ruling Regarding A Boat Warranty Dispute Set Aside
In McIlwain v. Len’s Cove Marina Ltd., 2025 ONCA 434, the Ontario Court of Appeal overturned a $138,000 default judgment after finding that the defendant, a marina, had a plausible excuse for not responding to a lawsuit and a legitimate defence worth hearing. The dispute in this matter arose after the plaintiff purchased a new boat and trailer from the defendant. He later alleged the boat had serious structural defects and filed a claim seeking nearly $200,000 in damages. The Marina, relying on communications with the manufacturer believed the issue was being addressed under warranty. While the plaintiff rejected the proposed warranty repair (which required transporting the boat from Thunder Bay to the dealership), the defendant marina did not file a defence — and was eventually noted in default. When the defendant learned of the default judgment months later, it promptly moved to set it aside. The motion judge refused, … Read More
Termination Clause Providing Minimum Employment Entitlements Upheld by the Court of Appeal for Ontario
In Bertsch v. Datastealth Inc., 2025 ONCA 379, the Court of Appeal for Ontario addressed the enforceability of a termination clause through the lens of a Rule 21 motion. The appellant was terminated without cause after 8.5 months of employment. Their employment contract provided that, upon termination with or without cause, they would receive only the minimum entitlements under the Employment Standards Act, 2000 (ESA). The appellant argued the termination clause was void for potentially violating the ESA and sought damages for wrongful dismissal. The central legal issue revolved around whether the termination clause was enforceable, and more specifically, whether the issue could properly be decided under Rule 21.01. The Court confirmed that interpretive questions regarding the enforceability of a termination clause are appropriate for Rule 21 motions, which can dispose of legal issues without a full trial when the facts are not in dispute. The motion judge found no … Read More
No Strict Deadline for Initiating Mediation Before Seeking Arbitration
In J.P. Thomson Architects Ltd. v. Greater Essex County District School Board, 2025 ONCA 378, the Court of Appeal for Ontario considered the interpretation of a standard form dispute resolution clause (“GC18”) in a contract between an architectural firm and a public-school board. The appellant sought to mediate ongoing disputes after communications between the parties had deteriorated. When the respondent refused mediation, arguing the 30-day window had elapsed, the Applicant sought to appoint an arbitrator. The application judge agreed with the respondent, denying the request on the grounds that mediation was not sought within the prescribed period. On appeal, the Court of Appeal rejected the application judge’s interpretation of the clause imposing a strict 30-day deadline for initiating mediation, holding instead that GC18 only required parties to attempt to resolve disputes informally for at least 30 days before moving to formal mediation. Specifically, the Court of Appeal found there was … Read More
Recapping Shareholder Remedies and Oppression Claims
Shareholder oppression occurs when majority shareholders or those in control of a corporation engage in conduct that unfairly prejudices, disregards, or harms the interests of minority shareholders. This goes beyond routine business disagreements—it involves a misuse of corporate power that disproportionately impacts minority stakeholders. The issue is particularly common in closely held private corporations, where shares are not publicly traded, and minority shareholders typically have little ability to sell their interests or exit the business. As a result, they may find themselves trapped in a situation where their rights and investments are vulnerable. Recognizing and addressing shareholder oppression is essential for protecting minority rights and maintaining fairness in corporate governance. One-way shareholders may seek compensation for wrongdoings is through an “oppression” action. Ontario’s oppression remedy is set out in section 241 of the Ontario Business Corporations Act (“OBCA”). In addition to the OBCA, federally incorporated companies are governed by the … Read More
Unenforceability of Forum Selection Clause Upheld by Court of Appeal for Ontario
In Integrated Team Solutions PCH Partnership v. Mitsubishi Heavy Industries, Ltd., 2025 ONCA 297, the Ontario Court of Appeal reaffirmed the right of Ontario-based plaintiffs to pursue legal action in the province against international defendants when the alleged harm occurs locally. The case arose from a failure of emergency generators at a hospital in Kingston, prompting a lawsuit by the plaintiff, a project consortium, against multiple defendants, including foreign manufacturers, relating to the failure of the generators. The foreign defendants attempted to prevent the case from proceeding in Ontario, contending that any conflict should be resolved in a French court. However, the Court of Appeal rejected this argument. The motion judge’s finding—that the plaintiffs had adequately pleaded negligence and that the damage occurred in Ontario—was upheld. Significantly, the defendants’ failure to rebut the presumption of jurisdiction or distinguish the role of each foreign party proved fatal to their argument. The … Read More
A Refresher on Damages for Breach of Contract
When a contract is breached, the injured party may seek damages to recover their losses. The law recognizes three general categories of damages: expectation damages, reliance damages, and restitution damages. Each serves a distinct purpose in compensating a plaintiff and ensuring fairness in contractual disputes. Expectation Damages: The Standard Compensation The primary measure of damages for a breach of contract is expectation damages. These damages aim to place the plaintiff in the position they would have been in had the contract been performed as agreed. Courts may calculate this in various ways, including covering pre-contractual expenses or assessing the value of property at the time of trial. However, expectation damages are subject to legal principles such as reasonableness, mitigation, remoteness, and foreseeability. Reliance Damages: Compensating for Investments Made When expectation damages cannot be precisely calculated—such as when lost profits are too speculative—plaintiffs may seek reliance damages. These damages reimburse expenses … Read More
Recognition of Belgian Judgment Upheld by Court of Appeal for Ontario
The Ontario Court of Appeal in Roger Vanden Berghe NV v. Korhani of Canada Inc., 2025 ONCA 226 upheld the recognition of a Belgian court judgment, reinforcing Ontario’s approach to enforcing foreign judgments. The case involved a Belgian company in liquidation, seeking to recover unpaid invoices from an Ontario corporation. A Belgian court ruled in favor of the respondent, and the Ontario Superior Court of Justice recognized the judgment, finding that it met all legal criteria, including jurisdiction, finality, and a definite monetary award. The decision was appealed, with the appellant arguing improper service of the Belgian proceedings and ineffective legal representation and sought to introduce fresh evidence. The Court of Appeal dismissed these claims, holding that service had been properly effected and that allegations of ineffective counsel do not typically justify an appeal in civil cases. The court found no errors in the application judge’s analysis and reaffirmed that … Read More
Third Party Claims for Contribution and the Ultimate Limitation Period
The Ontario Superior Court of Justice recently dealt with an interesting question: When does an ultimate limitation period start to run on a third party claim for indemnity and contribution? In Ontario, a general ultimate limitation period of 15 years applies to causes of action under s. 15(2) of the Limitations Act, 2002, S.O. 2002, c. 24, Sched. B (the “Act”): 15(1) Even if the limitation period established by any other section of this Act in respect of a claim has not expired, no proceeding shall be commenced in respect of the claim after the expiry of a limitation period established by this section. (2) No proceeding shall be commenced in respect of any claim after the 15th anniversary of the day on which the act or omission on which the claim is based took place. [Emphasis added] Lower Williams Properties Ltd. v. Santaguida, 2025 ONSC 1132, was a motion brought … Read More
Protecting your Business Name and Brand Identity: Court Grants Permanent Injunction in Edgewater Park Lodge Inc. v. Cadman et al., 2025 ONSC 1295
The recent decision of the Ontario Superior Court of Justice in Edgewater Park Lodge Inc. v. Cadman et al., 2025 ONSC 1295 sheds light on key issues related to business name registration, passing off, and injunctive relief. In Edgewater Park Lodge, the applicant successfully sought a permanent injunction against the respondents for their use of the business name “Red Canoe Family Restaurant,” which the court found to be deceptively similar to the applicant’s existing “Red Canoe Restaurant.” The appellant, operating since 2018, had an established reputation and goodwill in its restaurant business, particularly under the name “Red Canoe Restaurant.” The respondents registered and operated “Red Canoe Family Restaurant” in 2023 within the same regional district. The appellant sought relief under the Business Name Act, R.S.O. 1990, c. B.17 (“BNA”), arguing that the respondents’ business name was misleading and likely to cause confusion among consumers. The applicant also sought compensation under … Read More
Online Platform Publications and the Libel and Slander Act
In Hamilton v. Vaughan, 2025 ONCA 98, the appellant made comments about the respondent on an online platform. The appellant shared details about her own legal issues; named the respondent, her former lawyer; and shared an unflattering opinion about the respondent. The respondent commenced an action against the appellant seeking damages for libel, slander, intentional interference with economic relations, breach of contract, and intentional infliction of mental distress. The appellant brought a motion seeking, among other relief, an order that the respondent’s action was time-barred. The appellant’s basis for this allegation was that a libel notice was not served within the time prescribed by s. 5 of the Libel and Slander Act, R.S.O. 1990, c. L.12. This statute requires notice of a defamation claim to be given to the publisher within six weeks of the discovery if the comments were made “in a newspaper or in a broadcast.” S. … Read More
Contractual Duties, Good Faith, and Improper Solicitation of Patients: Court of Appeal for Ontario Upholds Lower Court’s Decision in Coscarella Dentistry Professional Corporation v. Harvey, 2025 ONCA 118
In the case of Coscarella Dentistry Professional Corporation v. Harvey, 2025 ONCA 118, two dentists entered into an oral agreement where one served as an independent contractor at the other’s dental practice located in Windsor, Ontario. In 2018, the plaintiff/appellant’s son took over the clinic. Concurrently, the defendant/respondent opted to relocate his practice to a nearby site. Prior to his departure, he accessed patient records of those he had treated and sent out letters informing them of his new office location. The appellants contended that this constituted improper solicitation, conversion, and a breach of confidentiality. The trial judge decided in favor of the defendant/respondent, rejecting the claims made against him. During the appeal, the appellants contended that the trial judge misinterpreted the case by emphasizing patient autonomy over contractual responsibilities. They further argued that the trial judge incorrectly determined that the accessed information was not confidential and did not adequately … Read More
Contractual Intent in Real Estate Disputes: Court of Appeal for Ontario finds binding agreement in VanderMolen Homes Inc. v. Mani, 2025 ONCA 45
In the recent Ontario Court of Appeal decision in VanderMolen Homes Inc. v. Mani, 2025 ONCA 45, the appellants, a couple seeking to purchase a newly constructed home in Exeter, Ontario, entered into an agreement of purchase and sale with the respondent on January 13, 2022. The agreement was conditional, with a second deposit required upon removal of all conditions by January 20, 2022. The appellants requested an extension of the condition fulfillment deadline to January 26, 2022, with their offer set to expire at 11:59 p.m. on January 21, 2022. However, the respondent accepted this extension one day late, on January 22, 2022. Despite this, the appellants signed a waiver of conditions and provided the second deposit on January 26, 2022. Subsequent communications between the parties were minimal, with the appellants later alleging that they had assumed the deal was not proceeding. On August 17, 2022, just weeks before … Read More
Surrounding Circumstances of Contracts – When Are They Relevant? Ontario Superior Court of Justice Weighs In
In Wei v. Ye-Hang Canada (EH-C) Technology & Services Inc., 2025 ONSC 546, The Ontario Superior Court of Justice engaged with a relatively nuanced evidentiary principle in interpreting a contract’s terms: the circumstances surrounding a contract, and when they can be admitted as evidence to interpret a contract’s language. The defendant offered the plaintiff an investment opportunity in 2022. The defendant claimed her company was the exclusive agent in Canada for a well-known manufacturer of drone technology, which is publicly traded in the United States. The parties entered an agreement where the plaintiff would fund the acquisition of drones by an affiliate corporation of the defendant’s company, and the plaintiff would receive 5% of the affiliate’s shares in exchange for her investment. The plaintiff advanced over $700,000 pursuant to the agreement. The defendant signed a loan receipt wherein she acknowledged the plaintiff’s investment, and an obligation to pay back the … Read More