Winter v. Royal Trust Company

Winter v. Royal Trust Company

The option agreement’s definition of "purchased business" is unambiguous and did not encompass Apotex; sale of Empire’s business to ICN in 1972 terminated the option agreement; Royal Trust did not breach fiduciary duties or act negligently because Sherman would not accept different terms and there was no evidence of prejudice from delayed document production; accordingly summary judgment dismissing the appellants’ claims was appropriate.

Citation
2014 ONCA 473
Parties
Plaintiff (appellant): Kerry J.D. Winter; Plaintiff (appellant): Jeffrey A. Barkin; Plaintiff (appellant): Paul T. Barkin; Plaintiff (appellant): Julia Winter, personal representative of Dana C. Winter, deceased; Defendant (respondent): The Royal Trust Company and Royal Trust Corporation of Canada
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
16 June 2014
Procedural Posture
Civil Appeal From Summary Judgment / Court of Appeal Decision on Motion for Summary Judgment Appeal
Outcome
Appeal dismissed
Legal Topics
Summary Judgment, Fiduciary Duty, Negligence, Contract Interpretation, Discovery Delay, Option Agreement, Royalty Claims, Costs
Source Language
English
Civil Trusts and Fiduciary Duty Contract Estate Law Civil Procedure Summary Judgment Fiduciary Duty Negligence +5 more

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Parties

Kerry J.D. Winter

Plaintiff (appellant)

Jeffrey A. Barkin

Plaintiff (appellant)

Paul T. Barkin

Plaintiff (appellant)

Julia Winter, personal representative of Dana C. Winter, deceased

Plaintiff (appellant)

The Royal Trust Company and Royal Trust Corporation of Canada

Defendant (respondent)

Procedural Posture

Civil Appeal From Summary Judgment / Court of Appeal Decision on Motion for Summary Judgment Appeal

Legal Issues

  1. 1 Whether the option agreement’s definition of "purchased business" encompassed Apotex
  2. 2 Whether Royal Trust breached fiduciary duties or was negligent in failing to obtain different option terms or in delayed production of documents
  3. 3 Whether the case was suitable for summary judgment rather than trial

Ratio Decidendi

The option agreement’s definition of "purchased business" is unambiguous and did not encompass Apotex; sale of Empire’s business to ICN in 1972 terminated the option agreement; Royal Trust did not breach fiduciary duties or act negligently because Sherman would not accept different terms and there was no evidence of prejudice from delayed document production; accordingly summary judgment dismissing the appellants’ claims was appropriate.

Court Disposition

Appeal dismissed

Orders

  • Appeal dismissed
  • Costs fixed at $20,000 inclusive of disbursements and applicable taxes