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
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
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
Rescission May Be Available Even If Innocent Third Parties Adversely Affected
In the recent Court of Appeal decision of Urban Mechanical Contracting Ltd. v. Zurich Insurance Company Ltd., 2022 ONCA 589, the Court of Appeal considered whether rescission is ever available as a matter of law when the rights of innocent third parties intervene and restitutio in integrum (putting the parties back to their original position) is impossible. The court answered in the affirmative. In the case the appellants brought two applications seeking a determination of whether, as a matter of law, a bond issuer can rescind a bond agreement on the basis of fraudulent misrepresentations and collusion when doing so would affect the rights of innocent parties. Background The case dealt with a public-private redevelopment project with infrastructure Ontario to build a new 17-storey patient care tower (the Project). The construction was to be financed and carried out by the private sector. The Project was subject to Ontario’s procurement process … Read More
Contract Lawyers – The Duty of Good Faith – Update on Bhasin v Hrynew
The Supreme Court of Canada (SCC) recently released its decision in Wastech Services Ltd. v. Greater Vancouver Sewerage and Drainage District, 2021 SCC 7 (CanLII) which clarifies the operation of the duty to exercise contractual discretion in good faith described in the seminal case, Bhasin v. Hrynew, 2014 SCC 71 (CanLII), [2014] 3 SCR 494. The SCC confirms that where a party exercises a discretionary power under a contract, it must do so in good faith (meaning that parties must exercise their contractual duties honestly, reasonably, and not capriciously or arbitrarily). If a party violates the duty of good faith, the contract is breached. The SCC opined that the following question must be asked when deciding if a party breached the duty of good faith: Was the exercise of contractual discretion unconnected to the purpose for which the contract granted discretion? If the answer is yes, then the party has … Read More
China International Arbitration Award Enforced by Ontario Court
Tianjin v. Xu, 2019 ONSC 628 (CanLII) involved an application under the International Commercial Arbitration Act, 2017, SO 2017, c 2, Sch 5 (the “Act”) for an order recognizing and making enforceable in Ontario an arbitral award of the Chinese International Economic and Trade Arbitration Commission (“CIETAC”). Respondent’s Defences The respondent argued that the arbitration award should not be enforced in Ontario because: Service: The respondent did not receive notice of the arbitral proceeding or the appointment of arbitrators; and Jurisdiction: The Ontario Superior Court of Justice did not have jurisdiction to enforce the arbitral award because the arbitration was not an “international commercial arbitration”. Service The court found that there is no requirement that service of notice of the arbitral proceedings or of appointment of arbitrators be effected in accordance with the CIETAC Rules. Rather, the court opined that the respondent was given “proper notice” of the proceedings and … Read More