I believe contract law has seven wonders. To this day, they remain crucial structures that form the foundation of contract law. Rooted in ancient wisdom, they continue to impact both legal practice and the evolution of other legal principles, yet may be overlooked from time to time. Please join my brief tour of these seven pillar concepts. If you are a lawyer, I hope it serves as a handy refresher;…
Handwritten codicils to wills can be valid. But when suspicious circumstances exist, the onus shifts to the party seeking to prove the codicil. The proponent must prove, on a balance of probabilities, that the testator knew and approved the document and had testamentary capacity at signing. The Ontario Court of Appeal’s decision in Schickedanz v. Schickedanz illustrates this burden in practice. Elma Schickedanz signed a handwritten codicil on May 9,…
When a Will reflects coercion rather than free choice, Ontario courts can step in. A recent decision shows how judges assess “undue influence” and what evidence matters most. In Ontario, a Will can be challenged where the person who made it was effectively coerced into signing, such that the document reflects someone else’s wishes, not the testator’s. That is exactly what the court found in Abbruzese v. Tucci, a case…
The Court of Appeal continues to signal that common sense – viewed through the lens of what is commercially reasonable – should prevail when interpreting business agreements. We have written about the subject here in the context of a share purchase agreement. The Court of Appeal recently applied that same kind of practical approach in the interpretation of a commercial lease. In Convocation Flowers Incorporated v. Anisa Holdings Ltd., 2026…
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”)…
