Haughton Graphic Case
An LP taking on too much conrtol may be considered GP and therefore attract unlimited liability
Re: Central Capital Corp
A ratraction right does not turn one into a creditor - you a shareholder
Garland v Consumers
discusses the criminal rate of interest - issues arise as things such up-front fees can be classified as interest - in this case they were and exceeded 60% - criminal
How to mitigate risk of charging criminal interest?
Create blackout rights, which block the times where the D can pay and thus the
Transport NA v New Solutions
Court remedied a criminal rate in the contract by striking it out.. Not the best decision, but there are other remedies available - he likes notional severance
BCE Inc. v. 1976 Debentureholders
Directors have a fiduciary duty to act in the best interests of the corporation;
BOIC Considerations:directors may look to the interests of, inter alia, shareholders, employees, creditors, consumers, governments and the environment to inform their decisio
Peoples Department Stores Inc. (Trustee of) v. Wise
BJR applies if the decision that breached duty was
1.Prudent
2. Reasonably informed, and
3. Fell within a range of reasonable alternatives
- courts will give deference to business decisions
Kerr v. Danier Leather Inc
Courts will not give deference/BJR not apply if decision made was to contravene the law - only give deference to business decisions
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forecasts" need to be reasonable on the date that they are made
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R. v. Blondin
not pay employees? Can go to jail - 119
Can Aero case
A director or a senior officer ... is precluded from obtaining for himself, either secretly or without the approval of the company ... any property or business advantage either belonging to the company or for which it has been negotiating.
Test:
1) Was th
Krispy Kreme
In instances of deceit and negligent misrepresentations, SH can be found liable for breach of FD
Ferdinandusz
Case discussed constructive dsimissal - (contact varied that alters the employement relationship) - employee effectively terminated.
Francis v CIBC
Note: if changing terms of the original employment contract offered, there needs to be new consideration.
Atkinson rule
If employer breaches the employment contract, the employee is no longer bound by the obligations in it.
Elsley Estate v. JG Collins Insurance Agencies Ltd., [1978] S.C.J. No. 47, [1978] 2 S.C.R. 916 at 923-23 (S.C.C.).
A covenant restraining trade is enforceable only if is reasonable between the parties and wrt public interest
to assess reasonableness: Look @ the overall assessment of the clause, the agreement where it is found, and all
surrounding circumstances of the
Re Central Capital Corp (Term sheets)
a right of retraction attached to pref shares is NOT a debt provable in bankruptcy
- corp cannot make dividend pmts/corp cannot redeem shares when it fails either insolvency test (s 36 ABCA)
Allen v. Aspen Group Resources, 2012 ONSC 3498, [2012] O.J. No. 2924
If a lawyer (private practice) sits on a client's board - and signs off on a misrep - they can be held liable