We have previously written about lenders attempting to charge a three-month interest fee (or “penalty”, or “bonus”) after a default by a mortgagor Three-Months’ Mortgage Interest – To Charge or Not to Charge – CP LLP. It is settled law that, after a default, a mortgagee cannot charge such a fee, as it violates section 8 of the Interest Act. Similarly, mortgage terms that purport to increase the interest rate…
Project Freeway Inc (“PF”) sold its shares in a group of companies to ABC Technologies Inc. (“ABC”) for 165 million dollars. US26 million dollars of the purchase price was to be paid by way of an earn out if ABC hit certain performance targets. A dispute arose between PF and ABC whether the earn out provision had been triggered. PF asserted that a sale-leaseback arrangement entered into by ABC with…
The transportation of auto parts, finished vehicles, and other freight connected to the integrated cross-border assembly of automobiles makes up a significant part of total freight volume in the Canadian trucking and transportation industry. In recent weeks, both Stellantis (Brampton) and General Motors (Ingersoll) have made announcements about shifting production from Ontario factories to the United States. Ford’s Oakville assembly plant is currently shuttered as it retools for a planned…
The Court of Appeal for Ontario recently confirmed that the Limitations Act, 2002 applies to provisions under the Ontario Business Corporations Act (“OBCA”) requiring corporations to provide audited financial statements to shareholders. The decision, Lagana v. 2324965 Ontario Inc., has significant implications for asserting shareholder rights in Ontario. Background Carmelo Lagana, a shareholder of 2324965 Ontario Inc., sought to enforce his right to receive audited financial statements from the corporation,…
A mortgagor has been in default for months. The mortgage lender has acted in good faith and accepted at face value the borrower’s explanations and plans to either bring the mortgage back into good standing or find alternate financing. But then nothing actually happens. Eventually the lender realizes that enforcement by way of power of sale or foreclosure is necessary. The mortgage agreement appears to provide the lender with every…
The term “sells” seems straightforward. Interpretation of what constituted a sale turned out controversial, however, in the recent case of Project Freeway Inc. v. ABC Technologies Inc., 2025 ONSC 1048 (“Project Freeway”), which involved sale and leaseback (“SLB”) transactions. The case provides insight into how commercial purpose informs courts’ interpretation of contractual provisions. Nature of the Dispute The dispute in Project Freeway arose from a share purchase agreement (the “SPA”)…
Faith is a fine invention For gentlemen who see; But microscopes are prudent In an emergency -Emily Dickinson- With an aging population, it has become increasingly common for people to put continuing powers of attorney (POAs) in place to ensure their affairs are managed by trusted ones if they lose capacity before death. It’s a smart – and often necessary – step. But not without risk of abuse. What’s also…
Generally, the answer is no – especially when there’s a “time is of the essence” clause in the agreement of purchase and sale. Recently, Dan Chitiz and Michael Crampton of CP LLP successfully represented the defendant vendor in Gil Shcolyar v. Bensher Holdings Limited, 2025 ONSC 2205. The court dismissed the purchaser’s action to compel the vendor to sell its land after the purchaser failed to close the transaction. We…
A fiduciary duty is a legal obligation that requires individuals in positions of trust, such as trustees or lawyers, to place the interests of the person or entity they serve ahead of their own personal interests. The duty is fundamental to maintaining integrity within these relationships. In the corporate context, directors are expected to prioritize the interests of the corporation over their own personal gains. This means they must avoid…
Markets worldwide continue to feel the aftershocks of tariff policies initiated under the Trump administration. In these tumultuous times, the duties and professional responsibilities of financial advisors have come under heightened scrutiny. A refresher on the existing law in this area is warranted. Financial advisors cannot guarantee that financial success will result from their professional services. So how do long-standing principles from Canadian case law apply to professional liability of…
