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Thursday, September 01, 2016 @ 08:00 PM

Detailing genetic modification

In the last few decades, the rate of global population growth has caused great concern about future access to reliable and sustainable food sources.  ... [read more]

Thursday, September 01, 2016 @ 08:00 PM

Bid to renegotiate power deal with Quebec shorted out

Newfoundland and Labrador suffered back-to-back legal setbacks in its long-running energy feud with Hydro-Québec after Quebec courts ruled the provincially owned utility was under no obligation to renegotiate a controversial 1969 agreement, and that it was entitled to purchase all but a fraction of the power generated by the Churchill Falls power plant. ... [read more]

Thursday, September 01, 2016 @ 08:00 PM

Construction Law - Bidding process - Breach of tender

Appeal by the contractor from the award of damages for breach of contract and cross-appeal by the owner from the finding that it was in breach of the contract. The appellant was an unsuccessful bidder on a CCDC-2 Stipulated Price Construction Contract. The Instruction to Bidders and other related documents involved situation specific contract terms. The contract had standard clauses allowing the general contractor to make a claim for additional compensation from the owner due to reasonably unanticipated project conditions. After the project was awarded to another contractor, the appellant commenced a claim for breach of contract asserting that there was a departure from the essence of the bidding process and an improper and unequal treatment of the bids. At trial, the respondent sought to establish that the appellant’s profit margin should be discounted by negative contingencies. It led evidence from the successful bidder that they lost money on the project. The trial judge found that the respondent was in breach of the “Contract A” element of the bidding process by awarding the contract to the other contractor. He found that the appellant could have been awarded the contract had the respondent properly applied its criteria and that its losses were not too remote. He further found that the respondent had not met its onus in proving a discount for uncertainty or the appellant’s avoidance of its loss. However, he concluded that the appellant, like the contractor to whom the contract was awarded, would have suffered heavy financial losses in its performance of “Contract B” and he limited damages accordingly. The respondent claimed that it was entitled to judgment in the amount of its anticipated profit and that there was no reason for the trial judge to discount its lost profit effectively to zero. The respondent cross-appealed, arguing that the appellant should have lost by non-suit and that the expression “sole and unfettered discretion” in the Instruction to Bidders document conferred on it the right to use whatever methodology it saw fit to evaluate criteria after the bids were received. ... [read more]

Thursday, September 01, 2016 @ 08:00 PM

Contracts - Performance and discharge - Performance - Inability to perform

Appeal by the defendant, Aujla, from a finding of contractual liability. The plaintiff 0909043 BC Ltd owned commercial property in Chilliwack and the defendant Snowland Sporting Goods (Snowland) owned a hotel property in Williams Lake. Aujla had an ownership interest in the Williams Lake property through a holding company. The parties entered into two written contracts to contemporaneously swap ownership of the properties through share transfers and purchases. A term in each contract provided for payment of $500,000 in the event of default. The plaintiff Badesha claimed that he was willing and able to complete, but that Aujla failed to proceed. Aujla took the position the agreements were unenforceable and that the $500,000 provision was an impermissible penalty clause. The trial judge found that the agreements were sufficiently certain as to their terms, and that the $500,000 clause was not disproportionate to the damages recoverable for Aujla’s breach. The plaintiffs were awarded damages of $1 million based on the default provisions in each contract. Aujla appealed. ... [read more]

Thursday, August 11, 2016 @ 08:00 PM

Provinces differ on paying whistleblowers

not applicable  ... [read more]

Thursday, August 11, 2016 @ 08:00 PM

Mixed reaction to whistleblower initiative at OSC

The Ontario Securities Commission (OSC) has made history, launching the first paid whistleblower program by a Canadian securities regulator. ... [read more]

Thursday, August 11, 2016 @ 08:00 PM

Canadian internal trade pact deal sparks cautious optimism

Canada’s provincial and territorial premiers are backing in principle a new Canadian Free Trade Agreement (CFTA), a move that was announced after much speculation at their summer meeting in Whitehorse. ... [read more]

Thursday, July 21, 2016 @ 08:00 PM

Corporations, Partnerships & Associations Law - Corporations - Oppression remedy - Powers of the court

Appeal by 1043325 Ontario, through its principal, Skene, from a partial oppression judgment and remedy in its favour. Skene, through the corporate appellant, was one of two shareholders of a private company, the respondent CSA, an engineering consultancy. Skene held 44 per cent of the shares of CSA. The respondent Jeck held the remaining 56 per cent. Jeck served as the sole director of CSA. Skene filed a petition for an oppression remedy based on Jeck’s conduct. Skene alleged Jeck collected excessive management fees without declaring dividends, breached his fiduciary duty to CSA, misled Skene regarding CSA’s financial condition, failed to provide information, forged Skene’s signature on corporate waivers and resolutions, and forged Skene’s signature on engineering reports. The trial judge found that any oppression was limited to the allegations related to CSA’s financial condition, the failure to provide information, and forgeries of corporate resolutions and waivers. The trial judge ordered Jeck to purchase Skene’s shares at fair value. With respect to the remaining allegations, the trial judge found that they were either personal in nature, out of time, or did not amount to oppressive conduct. Skene appealed on the basis the trial judge erred in failing to find oppression or unfair prejudice with respect to the remaining allegations. ... [read more]

Thursday, July 14, 2016 @ 08:00 PM

Protectionism in the U.S.

The trade agreement edifice that has been built, agreement by agreement, since the Second World War is under siege.  ... [read more]

Thursday, July 14, 2016 @ 08:00 PM

Tide turns on securities class actions

Recent developments in securities class actions in Canada suggest a positive sea change for public companies, officers and directors included, in defending against costly claims for secondary market misrepresentation.  ... [read more]