Category Archives: Corporate

Supreme Court Empowers Summary Judgment Motion Judges

In its January 2014 decision in Hryniak v. Mauldin[1] the Supreme Court of Canada sought to further clarify both the test for summary judgment and a judge’s powers on a motion for summary judgment.

Enforceability of letters of intent and memorandums of understanding

Parties from time to time will enter into a letter of intent, memorandum of understanding or similar such preliminary agreements.  Often they precede the execution of a more fulsome and detailed ultimate agreement.  They range in content from vague agreements setting out conditions governing subsequent negotiations to more detailed documents setting out the terms the parties agree on to date and leaving open those parts left to be negotiated.

Oppression remedy for third party security holders and creditors

The oppression remedy is a statutory remedy found at s.248 of the Ontario Business Corporations Act (“OBCA”) and s.241 of the Canadian Business Corporations Act (“CBCA”).  The sections are for the most part identical and, for simplicity, this article will only refer to the OBCA, however, comments apply equally to the CBCA.

Interpreting Contracts

Many, if not most, commercial legal disputes revolve around one or several contracts.  The parties will often differ on their interpretation of the contracts, the number of contracts, or whether other related or collateral agreements added to or changed the terms of the contract(s).

Interim costs for plaintiff in oppression claims vs. corporations

Few may know that both the Ontario Business Corporations Act (“OBCA”) and the Canada Business Corporations Act (“CBCA”) give plaintiffs the opportunity to apply to the Court for an order requiring a corporation to give that plaintiff money, in the form of “interim costs”, required to sue that same corporation where that corporation has engaged in oppressive conduct against the plaintiff. The bad news for individual plaintiffs, and good news for corporations, is that a plaintiff must satisfy a difficult test if he or she will be successful in securing interim costs.