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
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
A Cautionary Tale in Contract Interpretation: ID Inc. v. Toronto Wholesale Produce Association, 2025 ONCA 22
The Ontario Court of Appeal recently issued a significant decision in ID Inc. v. Toronto Wholesale Produce Association, 2025 ONCA 22, addressing fundamental principles of contract interpretation. The Plaintiff/Respondent, a company specializing in outdoor advertising opportunities, proposed transforming a traditional billboard at the Ontario Food Terminal (“OFT”) into a lucrative digital sign. The Plaintiff/Respondent entered into a Sale and Maintenance Agreement (“SMA”) with the Defendant/Appellant, which required the Plaintiff/Respondent to secure a necessary permit for transforming the billboard within 360 days (the “Permit”). While the Plaintiff began the Permit process, the Defendant/Appellant directed it to halt municipal efforts and explore a provincial approval path. This shift, driven by legal opinions suggesting the OFT Board might be exempt from municipal regulations, ultimately led to the SMA’s expiration without the Permit being acquired. The Defendant/Appellant later awarded the digital sign project to another company, sparking the within litigation. Key Issues on Appeal … Read More
Rulings on Preliminary Questions in Arbitrations: Ontario Court of Appeal Discusses Appeal Procedure
The Ontario Court of Appeal recently confirmed the proper appeal procedure for an arbitrator’s ruling on a preliminary question in an arbitration. Joseph Lebovic Charitable Foundation v. Jewish Foundation of Greater Toronto, 2024 ONCA 933, concerned an appeal of an application decision. The application judge was asked to review a ruling from the parties’ arbitrator on his own jurisdiction to hear the issues before him, which was upheld. We invite you to read our firm’s blog on the application judge’s decision for more information. The applicants sought leave to appeal the application judge’s decision to the Ontario Court of Appeal. The respondents brought a motion to quash this appeal on the basis that the Court of Appeal’s jurisdiction to hear it was precluded by section 17(9) of the Arbitration Act 1991, S.O. 1991, c. 17 (the “Act”). The Court of Appeal agreed with the respondents and quashed the applicants’ … Read More
Superior Court of Justice for Ontario Continues to Clarify the Utility of Summary Judgment in Failed Real Estate Transactions
In Kinariwala v Ruiz, 2024 ONSC 7188, the Superior Court of Justice – Ontario, dealt with yet another summary judgment motion involving a failed purchase agreement for a residential property. In Kinariwala v Ruiz, the defendant had agreed to purchase a piece of property located in Windsor, Ontario for $465,000.0 but failed to close the transaction, citing an inability to secure financing. This breach led the seller/plaintiff to re-list and eventually sell the property at a significantly reduced price of $340,000.00. The plaintiff sought to recover the financial losses incurred, including the difference in sale prices and holding costs. At the hearing of the motion, the Court addressed two primary issues between the parties. First, the court confirmed that the defendant breached the Agreement of Purchase and Sale (“APS”) for the property. Despite her claim that misrepresentations about the property’s income as a successful Airbnb potentially influenced her decision to … Read More
Joint Tenancy and Tenancy in Common: Ontario Court of Appeal Sets Out Key Difference
In Jackson v. Rosenberg, 2024 ONCA 875, The Ontario Court of Appeal revisited a key concept in Ontario property law: the joint tenancy, and how it is distinguished from from a tenancy in common. The Appellant was the great-niece of the Respondent’s romantic partner. In or around 2012, The Respondent conveyed a 50% joint tenancy in his primary residence to the Appellant through a gratuitous transfer. The Respondent’s evidence was that this transfer was made so that title of his house could pass to the Respondent upon his death without needing to pay probate fees. In or around 2020, the Respondent became concerned that the Appellant was going to use the joint tenancy the Respondent had conveyed to in 2012 to force him out of his home. The Respondent engaged a lawyer to convert the Appellant’s joint tenancy interest into a tenancy in common. The Appellant commenced an appeal … Read More
The Role of Summary Judgment in Real Estate Disputes: Reid v. Abass, 2024 ONSC 7083
In Reid v. Abass, 2024 ONSC 7083, the Ontario Superior Court of Justice highlights the efficiency and clarity that summary judgment can bring to disputes arising from complex real estate transactions. This case in Reid v Abass arose from the defendants’ failure to close a real estate transaction under a February 24, 2022, Agreement of Purchase and Sale (“APS”) for $999,000. Following an alleged anticipatory breach by the defendants, the parties renegotiated the terms under a July 7, 2022, Extension Agreement, which set a reduced purchase price of $850,000 and a new closing date of July 28, 2022. The plaintiffs sought summary judgment for damages representing the difference between the original and renegotiated prices, claiming the defendants remained liable under the original APS despite closing under the revised agreement. The defendants argued the extension agreement released them from liability if they closed on the new date. Both parties agreed that … Read More
Krieser v. Seligman, 2024 ONCA 827: Clashes Over Contracts, Claims, and Residential Construction
In Krieser v. Seligman, 2024 ONCA 827, the case revolved around the construction of a luxury home in Forest Hill, Toronto, and a subsequent legal battle involving allegations of contract breaches, construction deficiencies, and claims of fiduciary duty. In 2004, the plaintiffs contracted the defendant to build their home. While construction progressed, disputes emerged, leading the plaintiffs to withhold payments. Litigation ensued in 2007, with both parties asserting significant claims: the plaintiffs sought damages for alleged deficiencies, while defendant pursued payment for outstanding invoices. The case culminated in a trial in 2022-2023, where the trial court largely ruled against the plaintiffs. The appeal focused on two primary issues: the alleged breach of contract and a claim for breach of fiduciary duty. The plaintiffs argued that the trial judge erred in finding their delayed payments constituted a breach that disentitled them from warranty claims. Additionally, they contended the judge failed to … Read More
Lessons from Paracha v. Naqi Construction Ltd.: The Importance of Written Agreements and Credibility in Real Estate Disputes
In the recent Ontario Court of Appeal decision in Paracha v. Naqi Construction Ltd., 2024 ONCA 816, the case involved a dispute over four real estate transactions, contested ownership interests, and allegations of financial misconduct. The case arose from investments made by the in four properties, with funds allegedly advanced to the appellants property acquisition, renovation, and sale. While the respondents claimed ownership interests in the properties, the appellants asserted the funds were loans. The absence of written agreements made the trial judge’s reliance on witness testimony and circumstantial evidence central to resolving the dispute. A critical factor in the trial court’s decision was its assessment of credibility. The trial judge found that the appellants’ testimony lacked reliability and that their arguments were contradicted by other witnesses, including a credible real estate agent. In contrast, the respondents’ evidence was found to be consistent and corroborated by independent inspections and documentation. … Read More
Evidence in Summary Judgment Motions: Ontario Superior Court Provides Guidance for Responding Parties
A recent decision of the Ontario Superior Court of Justice (the “Court”) provides an important reminder for parties responding to a summary judgment motion. In Lukey Capital Corp v. 1000110300 Ontario Inc. et al, 2024 ONSC 6589 (“Lukey Capital”), the plaintiff brought a motion for summary judgment before the Court for the payment of a loan it made to the Defendants under a promissory note. Upon reviewing the evidence before it, the Court granted the sought relief. In doing so, the Court underscored a key principle for parties responding to a summary judgment motion to keep in mind. The Defendants made several arguments that there were genuine issues in the proceeding which required a trial. Among these arguments was a submission that other evidence may be uncovered through further examinations and productions which would support their defence. The Court, echoing well-settled principles regarding evidence on summary judgment motions … Read More
Staying a Court Order Pending Appeal: Temagami (Municipality) v. Temagami Barge Limited et al.
In civil litigation, the ultimate goal is to obtain a final order granting a remedy for the successful party. But what if the final order is under appeal, and the appellant stands to suffer prejudice from the order’s effects while they wait for their day in appeals court? What recourse is available to appellants to limit their harm from an order that, in their view, was incorrect in the first place? The Ontario Court of Appeal was recently tasked with answering this question in Temagami (Municipality) v. Temagami Barge Limited, 2024 ONCA 859. The respondents successfully brought an application for a permanent injunction which prohibited the appellants from conducting certain commercial activities on their property. While the parties’ appeal was waiting to be heard before the Ontario Court of Appeal (the “Court”), these prohibitions would remain in effect, to the detriment of the appellants’ business. As such, the appellants … Read More
David Alderson, Commercial Arbitrator at Gilbertson Davis LLP Arbitration Chambers attended as Panel Member at ADR Institute of Ontario Discussion of Core Principles and Key Concepts of Arbitration and Med-Arb
David Alderson, Commercial Arbitrator at Gilbertson Davis LLP Arbitration Chambers attended on November 7, 2024, as a Panel Member at ADR Institute of Ontario Discussion Series Event on Core Principles and Key Concepts of Arbitraion and Med-Arb. The ADR Institute of Ontario stated: “Part 2 (Nov 7) of our panel discussion series will feature experts David Alderson, Marvin Huberman, and Todd Archibald focusing on core principles and key concepts of Arbitration and MedArb” David Alderson, LL.B, LL.M (Commercial and Corporate Law) is Senior Counsel – Commercial Litigation at Gilbertson Davis LLP, and an Arbitrator and Mediator on the Gilbertson Davis LLP Arbitration Chambers Roster, ADRIC, and OBA Remote Arbitration and Mediation rosters. David is a Qualified Arbitrator (Q.Arb) and since 2018, has accepted appointment as arbitrator and mediator in a wide variety of commercial, real estate and business disputes, including arbitrator appointments by the Ontario Superior Court of Justice in … Read More