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Category Archives: Corporate Law

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The Second Opinion: BCCA Finds Limited Partners Not Purchasers of Property Sold to Limited Partnership

A Commentary on Recent Legal Developments by the Opinions Group of McCarthy Tétrault LLP

By Brandon Kain on Posted in Corporate Law, Tax

When a limited partner sells property to the limited partnership, is the limited partner itself a purchaser of that property, or is the only purchaser the general partner on behalf of the limited partnership?  That is the question which the British Columbia Court of Appeal recently addressed in Edenvale Restoration Specialists Ltd. v. British Columbia… → Read More

The Second Opinion: Restrictive Covenants at the Ontario Court of Appeal

A Commentary on Recent Legal Developments by the Opinions Group of McCarthy Tétrault LLP

By Brandon Kain on Posted in Competition, Contracts, Corporate Law, The Second Opinion

The Ontario Court of Appeal has released an important new judgment concerning the enforceability of restrictive covenants: Martin v. ConCreate USL Limited Partnership, 2013 ONCA 72.  The decision provides guidance about when a restrictive covenant will be unenforceable owing to its duration and the scope of its prohibited activities, and suggests that a different test for unenforceability… → Read More

This Week at the SCC (07/12/2012)

By Brandon Kain on Posted in Aboriginal, Bankruptcy and Debt, Corporate Law, Environmental, Labour and Employment, Securities, This Week at the SCC

Cases Decided The Supreme Court of Canada released one decision this week of interest to Canadian businesses and professions. In Newfoundland and Labrador v. AbitibiBowater Inc., 2012 SCC 67, the majority of the Court held that environmental protection orders issued under provincial legislation, which required an insolvent company to undertake remediation measures but which were… → Read More

Round and Round We Go: BCCA Declines Opportunity to Shape Leave Test in Secondary Market Class Actions

By Elder C. Marques and Helen Burnett on Posted in Case Comments, Class Actions, Corporate Law, Procedure, Securities, Torts

In a decision released this month, the British Columbia Court of Appeal has declined to enter the national fray on the question of how courts should interpret statutory leave requirements adopted throughout Canada in recent securities legislation amendments.  These leave requirements impose a preliminary hurdle for plaintiffs seeking to advance statutory secondary market class action… → Read More

The Penalty Doctrine: Focus on Substance Not Form Says The High Court of Australia

By Carole Piovesan on Posted in Case Comments, Class Actions, Contracts, Corporate Law, Financial Services

When is a contractual term a penalty? Traditionally, a penalty has been characterized as a provision that results in unconscionable and disproportionate compensation for breach of contract. The recent decision of Australia’s High Court in Andrews v. Australia and New Zealand Banking Group Ltd (“Andrews”) has widened the scope of the common law penalty doctrine… → Read More

UK Supreme Court to Pierce the Issue of the Corporate Veil

By Brandon Kain on Posted in Case Previews, Conflict of Laws, Contracts, Corporate Law

The UK Supreme Court has granted permission to appeal in a case that raises important issues regarding the legal doctrine of “piercing the corporate veil”.  The decision in VTB Capital Inc. v. Nutritek International Corp. will give the Court an opportunity to clarify when the veil should be pierced, and whether the legal effect of doing so is to constitute the… → Read More

Back to Basic: US Supreme Court to Hear Amgen and Clarify “Fraud-on-the-Market” Reliance Presumption in Class Actions

By Elder C. Marques on Posted in Case Previews, Class Actions, Corporate Law, Securities, Torts

The Supreme Court of the United States has announced it will hear the appeal in Amgen Inc. v. Connecticut Retirement Plans and Trust Funds, setting the stage for an important clarification of the use of the “fraud-on-the-market” reliance presumption in U.S. securities class actions. The Court first set out the presumption in its 1988 landmark… → Read More

U.S. Supreme Court Refuses to Adopt a Bright-Line Rule on Limitation Periods for Corporate Insider Profit Claims

By Sarah Shody on Posted in Case Comments, Corporate Law, Procedure, Securities

There is little law in Canada regarding if and how limitation periods applicable to statutory causes of actions in securities legislation can be tolled. For many public companies, this can create uncertainty regarding whether investor lawsuits are statute-barred. For example, the limitation period in s. 138 of the Ontario Securities Act, which covers causes of… → Read More

The UK Supreme Court to Decide: Whither the Risk Free Injunction?

By Curtis E. Marble on Posted in Case Previews, Corporate Law

The United Kingdom Supreme Court recently granted permission to Barclays Bank plc to appeal the decision of the Court of Appeal that the Financial Services Authority (the “FSA”) need not provide a cross-undertaking for damages in favour of third-parties impacted by an injunction requested by the FSA. This hearing promises to be closely watched by… → Read More

In DIP Financing We Trust? Supreme Court of Canada to Hear Indalex Appeal

By Ronald Podolny on Posted in Bankruptcy and Debt, Case Previews, Contracts, Corporate Law

The Supreme Court has announced it will hear the appeal in the high profile Indalex Ltd., Re. The appeal is of great interest to the commercial litigation, insolvency and pension bar. Its outcome will be closely watched and may have dramatic impact on Canadian corporate reorganizations. Background The Indalex decision arose out of the insolvency… → Read More

SCC to Consider the Residence of Trust for Tax Purposes

By Brandon Kain on Posted in Case Previews, Corporate Law, Financial Services, Tax

The residence of trusts and other business entities for income tax purposes has long been a source of confusion.  The Supreme Court of Canada will attempt to resolve that confusion in the St. Michael Trust cases, from which it recently granted leave to appeal. Decisions Below The cases arise as conjoined appeals from the decision of the Federal Court of Appeal in St…. → Read More

Franchisor’s Implicit Obligation of Good Faith and Loyalty

By Isabelle Vendette on Posted in Case Comments, Corporate Law

The decision in Automobile Cordiale Ltée v. DaimlerChrysler Canada Inc., J.E. 2010-164 raises the question of the implicit obligation of good faith and loyalty in an exclusive dealership contract. Automobile Cordiale Ltée (the Franchisee) and DaimlerChrysler Canada Inc. (the Franchisor) entered into an agreement in 1994 whereby the Franchisee was granted exclusive right to sell… → Read More

Claims for Appropriation of a Foreign Corporate Opportunity: Do Ontario Courts Have Jurisdiction?

By Byron Shaw on Posted in Case Previews, Corporate Law, Procedure

On August 23, 2011, the Ontario Court of Appeal will hear an appeal on the question of whether Ontario courts have jurisdiction over a claim for appropriation of a foreign opportunity. Decision Below In Dundee Precious Metals Inc. v. Marsland, Corrick J. dismissed a claim by an Ontario mining company, Dundee, against an employee, Marsland, on… → Read More