The plaintiff in Wellman v. The Herjavec Group Inc., 2014 ONSC 2039, whose employment with the defendant was terminated without cause after one week short of a year, was granted summary judgment and found to be entitled to damages from the defendant for wrongful dismissal on the basis of a reasonable notice period of four months. The parties had agreed that the issue of a reasonable notice could be properly considered on a motion for summary judgment and the court agreed that such a motion is more proportionate, more expeditious less expensive means than a trial to achieve a just result (citing Hryniak v. Mauldin, 2014 SCC 7) In considering the issue the court considered the: Bardal factors; the age of the employee (including when considering mitigation it is reasonable to assume that at the plaintiff’s age there could have family responsibilities that might make him less mobile); length of service (just one factor to be taken … Read More
Recognition of foreign court judgments in Ontario – First questions to consider
Ontario courts will generally recognize and uphold foreign judgments duly obtained and will not relitigate the underlying facts and issues if the foreign judgment is proven and final. In practice, this means that foreign judgments for definite sums of money will generally be recognized in the Ontario court, and namely those monetary judgments from jurisdictions where there is comity, i.e. mutual recognition of court judgments between the two jurisdictions in the past. There are exceptions and defences, however, to the recognition of foreign judgments. Ontario courts will examine whether the foreign judgment had or involved: evidence of fraud violations of natural justice legal substance or procedure contrary to public policy absence of a real and substantial connection of the jurisdiction to the subject matter lack of comity between the foreign jurisdiction and Canada For recognition of non-monetary judgments, the Ontario court will also consider the following questions: Are the terms … Read More
Recognition of Foreign Judgments – Judgment is Enforceable Regardless of Pending Appeal
In the recent decision of the Ontario Superior Court of Justice (“ONSC”), Acteon v. Verona Medical Group, 2023 ONSC 5140, the plaintiff was successful in obtaining the recognition of a judgment issued by a court in France, the Commercial Court of Bordeaux (the “Summary Proceeding Judgment”), albeit the ONSC stayed the plaintiff’s ability to enforce the Summary Proceeding Judgment in Ontario pending the defendants’ appeal of a related judgment (the “Merits Proceeding Judgment”) in France. The main contentious issue in this recognition proceeding was the defendants’ position that the plaintiff’s Summary Proceeding Judgment was not “final” because of the defendants’ appeal of the Merits Proceeding Judgment in France. The plaintiff’s legal expert advised the ONSC that though the Summary Proceeding Judgment was a “provisional award”, it was still “final, valid, binding and fully enforceable”. The defendants’ legal expert disagreed, positing that the Summary Proceeding Judgment was only an interim decision … Read More
Court of Appeal Affirms Limitation Period for Recognition and Enforcement of Foreign Judgments
In the recent Court of Appeal decision of Sunlight General Capital LLC v. Effisolar Energy Corporation, 2023 ONCA 133, the Court of Appeal reaffirmed the principles established in Independence Plaza 1 Associates L.L.C. v. Figliolini, 2017 ONCA 44, 136 O.R. (3d) 202, (“Independent Plaza 1”) at para. 3, that the limitation period for the recognition and enforcement of a foreign judgment begins to run from the date on which the right of appeal in respect of that judgment expires, and not from the date of issuance of the judgment. Facts: The Respondent, Sunlight General Capital LLC (the “Respondent”), had obtained a judgment against the Appellant, Effisolar Energy Corporation (the “Appellant”), in the Supreme Court of New York for approximately 1.6 million U.S. The judgment was issued on October 18, 2018, and on May 19, 2019, an appeal with the Supreme Court of New York was administratively dismissed. The Respondent moved … Read More
Recognition of Foreign Judgments – The Ontario Courts will not Recognize Enforcement Orders (a.k.a. “Ricochet Judgments”)
In H.M.B. Holdings Ltd. v. Attorney General of Antigua and Barbuda, 2021 ONSC 2307, on a summary judgment motion, the Ontario Superior Court of Justice (“OSCJ”) found that there was no genuine issue requiring a trial and subsequently dismissed the plaintiff’s action (commenced on May 6, 2019) for the recognition of a money judgment that it obtained against the defendant in British Columbia in 2017 (“BC Judgment”). The BC Judgment was a default judgment recognizing and enforcing a judgment of the Privy Council of the United Kingdom which the plaintiff obtained in 2014 (“Privy Council Judgment”). The defendant argued that: The plaintiff was attempting to avoid seeking recognition and enforcement of the original Privy Council Judgment in Ontario by seeking to recognize and enforce the derivative BC Judgment instead; The plaintiff would be out of time to seek recognition of the Privy Council Judgment in Ontario (because of the expiry … 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
Consideration in Contracts: Ontario Court of Appeal Offers Something for Parties to “Consider”
In Brant Securities Limited v. Goss, 2025 ONCA 8, the Ontario Court of Appeal affirmed some key principles surrounding a vital component of the legal contract: the exchange of valid consideration. The appellant was a financial advisor who joined an investment brokerage in 2013. As part of his employment agreement, the appellant received a “recruitment bonus” which took the form of an interest-free loan from the brokerage to finance the appellant’s purchase of shares in its parent company. The note was payable back in ten equal annual installments, but each installment would be waived and credited against the loan’s balance if the appellant met certain performance metrics. Essentially – the “recruitment bonus” was a loan forgiveness program for the appellant’s share purchase financing. The appellant met his performance metrics in the first two years of the loan, but the credits were never awarded by the brokerage. When the brokerage was … Read More
Essential Terms of a Contract: Ontario Superior Court of Justice Confirms Agreements Must Be Complete and Concise
In Qureshi v. Zeema Investments Incorporated, 2024 ONSC 5855, the Ontario Superior Court of Justice emphasized the importance of ensuring that the essential terms of contractual agreement are comprehensive and clear. This summary judgment arose from an unpaid commission payment on a real estate transaction. A broker was mediating a purchase and sale of a hotel between a buyer and seller. the broker and buyer had executed a Buyer’s Representation Agreement (the “BRA”) listing the commission owing to the broker by the buyer on closing at “TBD,” and was to be confirmed upon executing an agreement. The BRA required a commission to be paid to the broker in the event of buyer default on any agreement of purchase and sale that is entered. The broker subsequently entered a Commission Agreement with the seller, which included a commission payment of $650,000 that was owed by the seller to the broker on … Read More
Can’t Get Financing On Time? You May Lose Your Deposit – Toronto Real Estate Lawyers
In the recent decision of the Ontario Court of Appeal (“ONCA”), Nguyen v. Zaza, 2023 ONCA 34, the ONCA dismissed the appellant’s appeal from a decision of a judge of the Ontario Superior Court of Justice to grant the respondent’s summary judgment motion and order forfeiture of the appellant’s deposit of $50,000 to the respondent (among other relief). The appellant was the purchaser and the respondent was the seller of the subject property. The agreement of purchase and sale at the center of the dispute between the parties specifically indicated that time was of the essence. Originally, the agreement was conditional on the appellant arranging financing and a satisfactory home inspection, but the appellant waived those conditions prior to closing. The motion judge found that on the closing date the respondent was ready, willing, and able, to close whereas the appellant did not tender the purchase price required from her … Read More
Failure To Close A Real Estate Transaction Can Be Very Costly
For many reasons, an agreement of purchase and sale to buy real estate may be breached by either the seller or the purchaser. The innocent party may be entitled to significant compensation. For instance, in the recent Ontario Court of Appeal (ONCA) decision, Rosehaven Homes Limited v. Aluko, 2022 ONCA 817, the ONCA upheld a lower court decision granting summary judgment requiring the appellants to pay damages to the respondent arising from the appellants’ failure to complete an agreement of purchase and sale for the purchase of a home. In that case, the appellants were unable to complete the transaction because they could not obtain sufficient financing. However, the agreement was not conditional on them obtaining financing. The respondent ultimately sold the property at a loss (compared to the sale price agreed to between the parties). The lower court awarded $331,922.27 to the respondent (being the difference between the original … Read More
Entire Agreement Clause Not A Shield To Fraudulent Misrepresentation
In the recent Court of Appeal ruling of 10443204 Canada Inc. v. 2701835 Ontario Inc., 2022 ONCA 745, the Court of Appeal clarified that entire agreement clauses in contracts do not shield any representor or deprive any party to a contract from remedies available for a fraudulent misrepresentation. Background In May of 2019 the appellant Chirag Patel and his corporation 2701835 Ontario Inc. (the appellants) entered into a purchase agreement (the “APS”) with the respondent 10443204 Canada Inc. (the respondent), related to the purchase of a coin laundry business located in Brampton. The APS contained an entire agreement clause of which the relevant part indicated: “There is no representation, warranty, collateral agreement or condition, affecting this Agreement other than as expressed herein.” In accordance with amended terms to the APS concerning the purchase price the appellants made a partial payment of $100,000 on closing and the balance of the purchase … Read More
Waiving a Contractual Right May Not Be as Easy as You Might Think!
In the recent decision from the Ontario Court of Appeal (“ONCA”), Jack Ganz Consulting Ltd. v. Recipe Unlimited Corporation, 2021 ONCA 907, the ONCA set aside the decision of the motion judge which dismissed the plaintiff’s claim on a motion for summary judgment brought by the respondent. The ONCA opined that the motion judge made an error in law by finding that the appellant had waived the auto renewal provision of the consulting agreement that forms the basis of the dispute. The motion judge’s decision stems largely from the appellant’s representative’s email in which he stated “Let this email serve to remove the auto renewal from the contract”. The motion judge found that this email resulted in a waiver of the auto renewal provision of the consulting agreement by the appellant, and that the waiver was accepted by the respondent in a subsequent email. Though the ONCA conceded that a … Read More
Procurement Dispute Arbitrator – Independent, Qualified, Reasonable Hourly Fees, and Good Availability
Procurement Arbitrator, Procurement Dispute Arbitration, Government Procurement ADR, Public Procurement Arbitrator, Goods and Services Dispute Arbitrator, Public Contract Arbitrator and P3 Contract Dispute Arbitrator Sole Arbitrator – $495.00 per hour, plus HST David Alderson is an independent, experienced and Qualified Arbitrator whose domestic and international practice in sale of goods and services, infrastructure, construction, projects, project finance and joint ventures make him an ideal choice as sole or panel arbitrator for procurement disputes involving any level of Government. The administration of arbitral services is provided by Gilbertson Davis LLP Arbitration Chambers, an established arbitration chambers serving Ontario and elsewhere, from its office in the Toronto Financial District. David Alderson has been appointed by the Ontario Superior Court of Justice in commercial arbitration disputes. Procurement Disputes David can arbitrate disputes arising from contracts for goods or services involving any level of government in Canada, provinces or municipalities, multi-level joint venture, involving … Read More
Motion by Arbitrator | Application by Arbitrator | Procedure Arbitration
TorontoArbitrator.com Sole Arbitrator – from $495.00 per hour, plus HST Access to Justice Parties Agree That Motions & Applications be Heard and Determined by an Arbitrator Lawyers are already doing this to address the needs of their clients in existing civil and commercial litigation in the courts. The courts in Ontario continue to address access to justice in the time of the coronavirus, providing a triage process to determine which matters are considered urgent and should be heard. Video conference arrangements in the courts have evolved. We are mindful that both criminal and family law matters are likely to take priority both now and when traditional hearings become available post-coronavirus. Due to the current difficulty in obtaining an early date for the hearing of a motion or of an application, commercial and civil litigation lawyers are proactively addressing their client’s needs by arbitrating motions and application. They agree to do … Read More
Purchaser Breached Agreement of Purchase and Sale? Damages Awards and Importance of Mitigation
In the Court of Appeal’s (“ONCA”) recent decision Tribute (Springwater) Limited v. Atif, 2021 ONCA 463 (CanLII) the ONCA clarifies the law regarding damages and mitigation in cases involving aborted real estate transactions. This decision involves an appeal from a summary judgment granting the plaintiff seller damages for the defendant purchaser’s failure to close a residential real estate transaction. Damages The ONCA advises that damages in a failed real estate transaction are generally determined “based on the difference between the agreed sale price under the parties’ agreement of purchase and sale and the market value of the property at the date set for closing”. Depending on context, a court may choose a different date, other than the date for closing. There may also be other damages, such as carrying costs and other expenses incurred by the plaintiff while holding the property for a subsequent sale. Mitigation The ONCA states that … Read More