Commercial law

Intentions Matter: Excluding Liability for Statutorily Implied Conditions in Earthco v Pine Valley

In Earthco Soil Mixtures Inc v Pine Valley Enterprises Inc, 2024 SCC 20 [Earthco], the Supreme Court of Canada (“SCC”) affirmed that common law principles of contractual interpretation apply to exclusion clauses under the Sale of Goods Act, RSO 1990, c S1 [SGA]. While “express agreement” sufficient to oust SGA liability must include an explicit statement of joint intention, it does not require precise legal terminology or “magic words” (Earthco, para 98).

The Corporate Veil Comes at a Cost: Shareholder Claims Against Third-Parties

In Brunette v Legault Joly Thiffault, 2018 SCC 55 [Brunette], the Supreme Court of Canada (“SCC”) clarified a long-standing rule that bars shareholders from bringing a cause of action against a third party for faults committed against a corporation in which they hold shares. In doing so, the Court also reconciled corporate law principles from […]

Google v Equustek: An Attempt to Domestically Govern a Global Resource

On June 28, 2017, the Supreme Court of Canada released Google Inc v Equustek Solutions Inc, 2017 SCC 34 [Google] which granted a worldwide interlocutory injunction against Google Inc. (“Google”), ordering it to remove a company’s website from its global search engines. The Court’s decision in Equustek provides new tools to intellectual property owners to […]

Google v Equustek: Courts Still Don’t Understand the Internet

On December 6th, 2016, the Supreme Court of Canada (“SCC”) heard the case of Google v Equustek. The SCC is being tasked with defining the legal obligations of online intermediaries such as Google. In coming up with these definitions, the SCC must also answer difficult questions surrounding the regulation of illegality on the internet – […]

The Structal Case: Are the practical realities of the construction industry being sacrificed for legal formalism?

Stuart Olson Dominion Construction Ltd. v Structal Heavy Steel, 2015 SCC 43 [Structal] is the most recent case by the Supreme Court of Canada (“SCC”) on the correct interpretation and application of the trust provisions found in provincial construction lien statutes. The issue before the SCC was whether a contractor’s statutory obligation to hold a […]

Western Larch Limited v Di Poce Management Limited: The Enforceability of Shotgun Clauses

In Western Larch Limited v Di Poce Management Limited, 2013 ONCA 722 [Western Larch], a decision released on November 29, 2013, the Ontario Court of Appeal reviewed the exercise of a shotgun buy-sell provision (a.k.a. a “shotgun clause”) in a partnership agreement. The motion judge, presiding over the Commercial List, found that the buy-sell offer […]