Restrictive Covenants and Restraint of Trade
July 18, 2024 By Nick Melchiorre When is a restrictive covenant an unlawful restraint of trade? THE CASE The Ontario Court of Appeal takes a deep dive into the issue in 7868073 Canada Ltd. v. 1841978 Ontario Inc. and provides some guidance, but ultimately leaves the question open for another day. Why do they do […]
Is Your Not-For-Profit Corporation Compliant?
June 25, 2024 By Kyle Costa Are you a director or officer of an Ontario incorporated not-for-profit corporation? If so, are you aware of important changes happening later this year? Ontario’s Not-for-Profit Corporations Act, 2010 (commonly referred to as the “ONCA”) came into force on October 19, 2021, and its provisions apply automatically to all corporations without […]
Remedies For Breach Of Mareva Injunctions
May 30, 2024 By Mark Mikulasik What is a Mareva Injunction? Th Ontario Court of appeal describes this relief in the case of Buduchnist Credit Union Limited v. 2321197 Ontario Inc. at paragraph 45: Mareva injunctive orders restrain the defendant and others from improperly disposing of or dealing with their assets in order to prevent […]
Perfection Of Leases Under The PPSA
May 7, 2024 By Mark Mikulasik In Ontario, the Personal Property Security Act protects lenders through a priority of registration system. A key exception is the purchase money security interest, by which a supplier can maintain first claim in items supplied on credit, regardless of order of registration, or “perfection”. THE ISSUE For decades, there […]
A Contract On A Napkin?
April 23, 2024 By Nick Melchiorre “An oral contract is worth the paper it is written on” is an old saying. Not quite accurate, but it does illustrate the difficulty convincing a judge that a binding deal was reached if it not out in writing. We have written before about the importance of getting it […]
Beware The “Use” Clause In Your Lease
April 16, 2024 By Mark Mikulasik Commercial leases typically contain a clause which restricts the type of use that the tenant can have in the leased property. If the use designated is too narrow, this can come back to bite the tenant. The use clause in Metro 1 Development Corp. Ltd. v. Michael Garron Hospital […]
Doing Repair and Storage Liens Right
April 11, 2024 By Nick Melchiorre The law of possessory liens in Ontario is governed by the Repair and Storage Liens Act. This law attempts to balance the rights of owners and creditors. THE ISSUE It is a complex act and relying on self-help remedies or not doing the paperwork properly, may lead to costly […]
The Growth Of The Duty Of Good Faith
January 30, 2024 By Nick Melchiorre The duty of good faith performance of contracts continues to be defined by the courts. A recent Ontario Superior Court judgment applies it to minutes of settlement in a matrimonial dispute. It also applies it more broadly to the exercise of discretion under the agreement. THE CASE In Bross […]
What Is An Equitable Mortgage?
January 25, 2024 By Mark Mikulasik An equitable mortgage differs from a legal mortgage but has somewhat similar effects. As the Ontario Court of Appeal states, an equitable mortgage is “meant to enforce ‘a common intention of the mortgagor and mortgagee to secure property for either a past debt or future advances, where that common […]
An Oppression Remedy Is An Equitable Remedy
January 23, 2024 By Jonathon Clark The terms of an employment contract will not override the reasonable expectations of a substantial shareholder under the oppression remedy. THE CASE The Plaintiff in Pereira v. TYLT Technologies Inc. (TYLTGO) was a co-founder of the corporation’s business. Though he and his co-shareholder had agreed to sell the business […]