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
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
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
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
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
Promises vs. Paperwork: Ontario Court Clarifies Limits of Proprietary Estoppel in Share Disputes in Burwell et al v. Wozniak, 2024 ONSC 5851
In the recent Ontario Superior Court of Justice decision Burwell et al v Wozniak, 2024 ONSC 5851, the Court examined complex trust and proprietary estoppel issues between former partners. The decision in Burwell clarifies the boundaries of proprietary estoppel within Ontario law and emphasizes the importance of consistency between preliminary promises and formal agreements in trust disputes. The applicant and respondent were involved in a former relationship, during which time the applicant and their business partner launched a subscriber-based billing management software company (the “Company”). The applicant sought to establish a family trust; however, the pair separated. Wishing to reconcile the relationship, the applicant sent the respondent an email purporting to bequeath her fifty (50) percent of the shares of the Company (the “Email”). Later the pair finalized a trust agreement appointing the applicant and respondent as beneficiaries. However, the trust agreement did not clearly define the ownership of the … Read More
Promissory Estoppel, Part Performance, and Limitation Periods: Ontario Superior Court Refuses to Enforce Mortgage Beyond 10-Year Limit
In Albrecht v 1300880 Ontario Inc., 2024 ONSC 3328, the Ontario Superior Court of Justice examined key legal principles surrounding the extension of limitation periods through promissory estoppel and part performance. The case involved a mortgage that had been in default for over a decade, with the mortgagee seeking enforcement beyond the statutory limitation period (the “Mortgage”). The applicant sought to have the Mortgage discharged, arguing that enforcement was barred under Ontario’s Real Property Limitations Act (“RPLA”) ten-year cutoff. The respondent countered by asserting that an oral agreement between the parties extended the limitation period, relying on promissory estoppel and part performance to justify enforcement despite the expired limitation period. Citing the doctrine of promissory estoppel, which prevents a party from reneging on a promise without formal consideration, the respondent claimed there was an oral agreement to delay the enforcement of the Mortgage until the applicant’s financial condition improved, thereby … Read More
Notice, a Condition Precedent to Coverage – Ontario Court of Appeal says no Relief of Forfeiture for Late Notice of Claim
In the recent case of Furtado v Underwriters, 2024 ONCA 579, the Ontario Court of Appeal reviewed an appeal from an insured party challenging an application judge’s decision denying coverage under a Directors and Officers policy (the “Policy”). The Court upheld the application judge’s ruling, determining that the insured had reported its loss beyond the specified notice period outlined in the contract, as well as affirming the recent legal precedents concerning the doctrine of relief from forfeiture in the insurance context. While the Policy was in effect, the Ontario Securities Commission (“OSC“) initiated inquiries into the business dealings of Go-To, a company in which the insured held a directorial position. Following this, the OSC issued an Order for the insured to produce certain documents related to the investigation into Go-To. As part of the process, the insured was cautioned by the OSC that section 16(1) of the Securities Act prohibited … Read More
Full and Frank Disclosure, Material Misrepresentations, and the availability of Directors’ and Officers’ Liability Coverage
The Ontario Court of Appeal’s (the “Court“) recent decision in Davies v AIG Insurance Company of Canada, 2024 ONCA 509 (“Davies“), deals with an insurance coverage dispute related to the defense of a Ponzi scheme fraud claim. Notably, the Court’s decisions underscores the significance of full and frank disclosure by insureds when applying for coverage. In Davies, the subject Applicants acted as the principals of related Ontario real estate development companies (the “Companies”). AIG Insurance Company of Canada (“AIG”) issued directors’ and officers’ liability insurance policies (the “Policies”) to the Companies. As part of this action, the Applicants were named as defendants in two separate lawsuits alleging that they used the Companies to conduct a Ponzi scheme and that the Companies’ alleged real estate developments were funded by millions of dollars in syndicated mortgages (the “Underlying Actions”). Soon after being named as defendants in the Underlying Actions, the Applicants sought … Read More
Jurisdiction and forum non conveniens in the Digital Age – Ontario Court Refuses to Certify Class Action against the United States Largest Cryptocurrency Exchange due to Lack of Jurisdiction
In Shirodkar v Coinbase Global Inc. et al, 2024 ONSC 1399, the Ontario Superior Court of Justice provides a review of jurisdictional challenges and the issue of forum non conveniens involving a cryptocurrency class action. The defendants, Coinbase Global, Inc., along with its affiliated entities (“Coinbase”), faced a class action lawsuit brought by a user of its online trading platform, Mr. Shirodkar, which Coinbase sought to dismiss due to a lack of jurisdiction. Coinbase operates a platform for buying and selling digital assets, including cryptocurrency. Between October 2017 and January 2021, Mr. Shirodkar conducted transactions on the Coinbase platform while residing in France and later in Ontario. His complaint, in the form of a class proceeding, alleged that the crypto assets traded on the Coinbase platform should be classified as “securities” under the Securities Act, R.S.O. 1990, c. S. 5 and that Coinbase failed to abide by the disclosure requirements … Read More
Licensing Breaches and Lingering Fiduciary Obligations – Ontario Court of Appeal Rules License Agreement Breach Constitutes Fiduciary Duty Violation
In 7868073 Canada Ltd v 1841978 Ontario Inc, 2024 ONCA 371, the Ontario Court of Appeal recently assessed the legal effects of engaging in competing business ventures and the importance of honoring fiduciary duties stemming from license agreements following a parties departure from a former corporation. Robert Langlois (“Langlois”), alongside two partners, launched a powder-coating business, whereby Langlois granted a perpetual license (the “License”) for his industry “knowledge” to 7868073 Ontario Inc. (“786”), a company which the three parties formed and held equal shares in. In turn, 786 owned shares in two other companies (collectively referred to as “ACS”), which Langlois worked with. When Langlois left ACS to start another business without informing his former partners, ACS alleged that Langlois breached the License. The Court of Appeal affirmed the trial judge’s findings, rejecting the argument that the License was void ab initio due to its unreasonable worldwide scope and restrictions … Read More
A Promise Made is a Promise Kept: Ontario Superior Court Grants Permanent Injunction to Enforce Provisions of Long-term Supply and Lease Agreement
In Parkland Corporation v. Caledon Fuels Inc., 2024 ONSC 2361, the Ontario Superior Court of Justice granted an injunction which prevented a party to a long-term lease and supply agreement from breaching certain negative covenants contained in that contract. The Applicant and Respondent were both parties to an agreement under which the Applicant was made the exclusive supplier of petroleum products to a gas station which it subleased to the Respondent. In January of 2024, the Respondent notified the Applicant that it intended to enter into arrangements with another supplier, in contravention of the agreement. The Applicant brought an urgent application seeking a permanent injunction, to prevent the Respondent from doing so. In its decision, the Court’s analysis on the injunctive relief sought by the Applicant followed the Ontario Court of Appeal’s decision in 711811 Ontario Ltd. (AdLine) v. Buckley Insurance Brokers Ltd., 2014 ONCA 125, where that Court cited … Read More
7 Things to Know About Recognition and Enforcement of Foreign Judgments in Ontario
In the recent decision of the Ontario Superior Court of Justice (“ONSC”), Roger Vanden Berghe NV v. Merinos Carpet Inc., 2023 ONSC 6728, the ONSC provided a helpful guide on some of the key principles applicable to cases involving the recognition and enforcement in Ontario of judgments from other countries. In this case the ONSC granted an application for the recognition and enforcement of a judgment from a court in Belgium; the Ghent Business Court, Kortrijk Division, First Chamber (the “Judgment”). The underlying dispute that was adjudicated in Belgium was with respect to unpaid invoices for textile orders. The respondent did not respond to the proceeding in Belgium, although summoned by a Writ of Summons. The respondent claimed that it was not properly served with the Writ of Summons, and even if it was, one of its representatives would not have been able to attend given the Covid-19 travel restrictions … Read More
Ontario Superior Court of Justice Finds Expired Arbitration Award Relevant in Motion for Injunctive Relief
In Rogers v. TELUS Communications Inc., 2023 ONSC 5398, the Ontario Superior Court of Justice held that the terms of an expired arbitration decision are relevant when a party seeks injunctive relief that contradicts its terms. The moving and responding parties are both prominent competitors in the Canadian telecommunications market. Under a requirement imposed by the Government of Canada, their customers have the reciprocal ability to “roam” on the other carrier’s network in areas where their own carrier does not provide coverage. This obligation allows Canadian customers to access wireless services across the country. For a time, the parties did not agree on what was displayed to customers when they were roaming on a competitor’s network. The primary dispute was whether the network identifier (“NID”) displayed in the top-left corner of most mobile devices would connote an extension of their own carrier’s network (i.e. “[Carrier]-EXT”), or if it would notify customers … Read More
Stay of Court Proceedings in Favour of Arbitration – Standard of Proof
In the recent decision Husky Food Importers & Distributors Ltd. v. JH Whittaker & Sons Limited, 2023 ONCA 260, the Ontario Court of Appeal (“ONCA”) reviewed the law of international commercial arbitration, and in particular opined on the issue of the standard of proof that a party needs to meet in order for the court to grant a stay of a court proceeding pursuant to section 9 of the International Commercial Arbitration Act, 2017 (the “Act”), in favour or arbitration. Section 9 of the Act states as follows: Where, pursuant to article II (3) of the Convention or article 8 of the Model Law, a court refers the parties to arbitration, the proceedings of the court are stayed with respect to the matters to which the arbitration relates. The appellant submitted that the proper analytical framework for assessing a request to stay an action under the Act was set out in the … Read More