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 […]
Love’s Labour Lost
January 16, 2024 By Nick Melchiorre Take care when blending personal relationships with business. That is the moral of the story in Gojkovich v Buhbli Organics Inc.,, an oppression remedy case between two former lovers. THE ISSUE The applicant started a small business which she expanded during their relationship largely due to the expertise of […]
Interpreting Rights of First Refusal
January 11, 2024 By Brian Babcock A right of first refusal (ROFR) may be a valuable aspect of a business agreement. No wonder that there are often disputes about the meaning of the rights, or their enforceability. THE CASE Some of the principles are reviewed by an Ontario Superior court judge in McMullen v. Dilawri […]
Oppression Remedies, Equity and Arbitration
November 3, 2023 By Brian Babcock Courts continue to defer jurisdiction to arbitrators where parties have agreed to arbitrate. THE ISSUE How far will a court defer where the dispute contains issues beyond claims of breach of contract? THE CASE A recent example at the Superior Court level is Spasiw et al. v. Quality Green […]
Thumbs up for Contracts
October 30, 2023 By Mark Mikulasik A contract requires an offer and acceptance. It also requires consideration, but we already explained that concept. “Offer and acceptance” is one of those topics that law school courses drill into first-year student’s brains, with all the strange variations we seldom deal with in practice. The question, however, can […]