Canada Case Law

Bilomba Inc. (Fully Promoted Canada) v. Barrett

Court

Supreme Court of Nova Scotia

The court found beyond a reasonable doubt that paragraph 1 was clear and that John (Jack) Barrett and Creative Cresting intentionally carried on the Creative Cresting business within the prohibited radius (breaching paragraph 1) and that they intentionally failed to return the client list required by paragraph 4 (admissions and evidence demonstrated disposal of the list); other alleged breaches (phone numbers, Google Business Page, client artwork) were not proven beyond a reasonable doubt and Aaron Barrett was not bound by paragraph 1 nor proven in contempt; the court exercised its discretion…

Source excerpt

• Interlocutory injunction
• Non-competition covenant
• Return of proprietary materials
• Client list
• Phone number transfer
• Google business page

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Mr. Zagros Management Inc. v. Yulee Developments Inc.

Court

Court of Appeal for Ontario

The Ontario Court of Appeal held that default and termination notices under a commercial lease were void because they were not properly addressed to the tenant. The costs appeal was also dismissed.

• Notice of default
• Termination notice
• Service of notices
• Lease re-entry
• Costs discretion
• Indemnity

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2355305 Ontario Inc. v. Savannah Wells Holdings Inc.

Court

Court of Appeal for Ontario

The Court held the franchisor could not rely on the s.5(7)(a)/s.5(8)(a) resale exemption because the grant of the franchise was effected through the franchisor (including its representative), entitling the respondents to rescind within the statutory period and to statutory compensation under s.6(6) (including the $325,000 equipment loss as proven by expert evidence), and upheld the trial judge's costs award (substantial indemnity at trial; partial indemnity costs on appeal fixed at $20,000).

Source excerpt

• Arthur wishart act (franchise disclosure)
• Disclosure obligations
• Statutory exemption s.5(7)(a) and s.5(8)(a)
• Rescission
• Statutory damages s.6(6)
• Costs and indemnity (r.49.10)

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Ritson Division Retail GP Limited v. 2562583 Ontario Inc. (Meltwich Food Co.)

Court

Court of Appeal for Ontario

Because the Franchisor was a contractual guarantor/indemnitor under the Assignment Agreement and s.14.1 of the Franchise Agreement, it was entitled to settle the Landlord’s claim and recover the settlement and related legal costs from the appellants; the appellants had no sustainable defence and summary judgment was properly granted, making the appellants jointly and severally liable for the settlement and costs.

Source excerpt

• Summary judgment
• Indemnity
• Guarantee
• Settlement (mary carter agreement)
• Damages
• Contribution and indemnity

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1020840 BC Ltd. v. The TDL Group Corp.

Court

Supreme Court of British Columbia

The court dismissed a motion to amend a civil claim, finding the proposed fraudulent misrepresentation, nuisance, and unlawful means tort pleadings were unclear and insufficiently particularized.

• Amendment of pleadings
• Fraudulent misrepresentation
• Private nuisance
• Intentional interference with economic relations (unlawful means tort)
• Pleading sufficiency
• Limitation period

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Dentalcorp Health Services Ltd. v. Dr. J.S. Minhas Dental Corp.

Court

Supreme Court of British Columbia

Court settled and clarified an interlocutory injunction in a dental franchise dispute, rejected the defendants’ proposed definitional changes, and held the standard franchise agreement is within the injunction’s scope.

• Non-competition
• Variation and clarification of orders
• Severability
• Irreparable harm
• Enforcement and contempt
• Injunctions

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Latifi v. The TDL Group Corp.

Court

British Columbia Court of Appeal

The British Columbia Court of Appeal dismissed an appeal from summary dismissal of a proposed class action over Tim Hortons no-hire clauses and alleged wage suppression.

• Predominant purpose conspiracy
• No-hire/no-solicitation clause
• Wage suppression
• Summary judgment (rule 9-6)
• Class certification
• Predominant-purpose-conspiracy

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Bilomba Inc. (Fully Promoted Canada) v. Barrett

Court

Supreme Court of Nova Scotia

The post‑term non‑competition clauses were held reasonable (two‑year duration and the geographic limits as negotiated) and Bilomba demonstrated serious issues to be tried, irreparable harm, and that the balance of convenience favored interim relief against John Barrett, 3338255 Nova Scotia Limited and Creative Cresting Print and Promo Ltd.; accordingly an interlocutory injunction was granted against those defendants, while an injunction against Aaron Barrett was refused except to prohibit use of the client list.

Source excerpt

• Post‑term non‑competition clause
• Diversion of customers
• Interlocutory injunction
• Forbearance agreement
• Third‑party liability for assisting breach

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Dakin West Inc. v. South Coast British Columbia Transportation Authority

Court

Supreme Court of British Columbia

The court refused relief from forfeiture after finding Dakin West remained in breach of its licence, lacked clean hands, and had not shown a disproportionate forfeiture.

• Relief from forfeiture
• Termination of licence
• Sub-licence and consent
• Indemnity for costs
• Interpretation of franchise legislation
• Relief-from-forfeiture

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Aroma Franchise Company, Inc. v. Aroma Espresso Bar Canada Inc.

Court

Court of Appeal for Ontario

The Court of Appeal allowed the appeal, holding the Model Law’s objective test governs disclosure; an unrelated second arbitration involving counsel for one party did not objectively give rise to justifiable doubts about the arbitrator’s impartiality and therefore did not require disclosure or justify setting aside the award for reasonable apprehension of bias; the application judge erred by applying a subjective IBA standard and relying on unshared party correspondence; awards reinstated and remaining issues remitted to Superior Court.

Source excerpt

• Disclosure obligations of arbitrators
• Reasonable apprehension of bias
• Uncitral model law article 12
• Iba guidelines application
• Setting aside arbitral awards
• Presumption of impartiality

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