The most effective way to prevent a dispute is to resolve potential issues before the contract is signed. A clearly worded, comprehensive agreement not only prevents disputes — it determines who wins when one arises. A template contract found online, or one that has not been reviewed by a lawyer, may fail completely at the moment you need it most.
The cost of drafting a contract is almost always lower than the cost of litigating a bad one. We offer fixed-rate quotes for standard commercial agreements — contact us to find out more.
When one party fails to fulfil their contractual obligations — whether by refusing to pay, failing to deliver goods, or deliberately breaching the agreement — Ontario law provides clear remedies. The goal is to restore the innocent party to the position they would have been in had the contract been performed.
When disagreements arise between business partners — over management, finances, or the direction of the company — the dispute itself can threaten the survival of the entire business. Ontario law provides specific remedies for shareholder and partnership disputes, including oppression remedies and court-ordered dissolution. We act for both majority and minority parties in these high-stakes matters.
When someone deliberately deceives you into entering a transaction — or conceals information they had a legal obligation to disclose — Ontario law provides powerful remedies. Fraud and misrepresentation claims can set aside the transaction, recover losses, and in appropriate circumstances support a claim for punitive damages beyond the actual financial loss suffered.
False statements that damage the reputation of an individual or business — whether published online, in print, or communicated verbally — can cause serious and lasting harm. Ontario law provides remedies for defamation including damages, retraction orders, and injunctions preventing further publication. We act for both plaintiffs seeking to protect their reputation and defendants responding to defamation claims.
When monetary compensation after the fact is not enough — because the harm is ongoing, irreversible, or imminent — Ontario courts can act before trial to stop it. Injunctions, Mareva orders, and Anton Piller orders are powerful tools that can be obtained urgently. Timing is critical: the earlier you act, the more options are available.
Types of contracts we draft and review:
Shareholder Agreement
A shareholder agreement governs the relationship between the owners of a company — including how decisions are made, how shares can be transferred, buyout mechanisms, and what happens when shareholders disagree or a founder wants to exit. Without a shareholder agreement, the relationship between shareholders is governed by the default rules of Ontario’s Business Corporations Act — and those default rules frequently bear little resemblance to what the parties actually intended.
The best time to put a shareholder agreement in place is before any dispute arises. Once conflict has emerged between shareholders, negotiating a fair agreement becomes nearly impossible. The best time to protect your interests is at the very beginning of the business relationship.
A comprehensive shareholder agreement covers: share structure and voting rights, exit mechanisms and buyout provisions, restrictions on share transfers, and non-competition and confidentiality clauses.
Loan Agreement
Whether it is a personal loan between individuals, financing between businesses, or an investor’s contribution to a startup — a formal loan agreement protects both parties by recording in writing the loan amount, interest rate, repayment terms, and consequences of default. Without a written agreement, recovering a loan through the courts becomes significantly more difficult.
Many people lend money to friends or family without a written agreement, assuming trust is enough. If the relationship breaks down or the borrower cannot repay, proving the money was a loan rather than a gift becomes the central dispute. A loan agreement eliminates this risk entirely.
A complete loan agreement should include: the loan amount and disbursement method, interest rate and calculation method, repayment schedule, and any security or personal guarantee provisions.
Important note: In Ontario family law and estate disputes, loans between family members are sometimes argued by the borrower — or their estate — to have been gifts. A written loan agreement with clear repayment terms is the most important evidence establishing that the funds were a loan and not a gift.
Service and Commercial Contracts
Service agreements, supplier contracts, and other commercial arrangements set out the obligations of each party, scope of work, payment terms, intellectual property ownership, and remedies in the event of a breach. A contract that clearly addresses these issues prevents disputes arising from a mismatch between expectations and reality.
Every commercial service contract should specify: scope of work and deliverables, payment terms and late fees, intellectual property ownership, limitation of liability clauses, and termination provisions.
Partnership Agreement
A partnership agreement governs the relationship between business partners — how decisions are made, how profits and losses are shared, what happens when one party wants to exit, and how disputes are resolved. Without a partnership agreement, the default rules of Ontario’s Partnerships Act fill the gaps — and those defaults may be entirely unsuitable for your actual arrangement.
Under Ontario’s Partnerships Act, in the absence of a written agreement, profits and losses are shared equally — regardless of how much each partner actually contributed. A partnership agreement overrides these defaults and reflects the arrangement the parties actually reached.
Contract Review and Pre-Litigation Legal Opinion
When the other party presents you with a contract — whether a supplier agreement, loan document, or commercial arrangement — that contract was drafted to protect their interests, not yours. A legal review identifies risks, missing protections, and unfair terms before you are bound by the agreement.
Our contract review includes: clause-by-clause risk assessment, identification of missing protective provisions, recommended amendments, and where needed, a pre-litigation legal opinion — assessing whether your claim has merit, the likelihood of success, and the cost-benefit analysis of pursuing litigation.
Contract Drafting & Review — Frequently Asked Questions (FAQ)
Answer: Not necessarily — but a written contract is significantly easier to enforce. Certain contracts (real estate transactions, guarantee agreements) are legally required to be in writing. For any commercial arrangement with significant financial implications, a written contract is strongly recommended.
Answer: Templates found online are typically drafted for other jurisdictions (usually US states), do not comply with Ontario law, and are not tailored to your specific business relationship. Using an unreviewed template carries three risks: the contract may be unenforceable in Ontario due to jurisdictional issues; it may contain clauses that work against your interests; and it may be missing standard protective provisions required in Ontario commercial practice.
Answer: Verbal agreements can be legally binding in Ontario — but they are extremely difficult to prove in court. A borrower can claim the money was a gift, dispute the terms, or deny the agreement entirely. A written contract eliminates all of this uncertainty at minimal upfront cost.
Answer: Legal fees vary depending on the complexity of the agreement. Shareholder agreements and complex commercial contracts typically start from $2,500 to $5,000 or more. We offer fixed-rate quotes for standard agreements — call us at 647-930-6688 to find out more.
Answer: Most contract claims in Ontario must be commenced within two years of discovering the breach — under the Limitations Act, 2002. If you believe a contract has been breached, act immediately.
When one party fails to fulfil their contractual obligations — whether by refusing to pay, failing to deliver goods, or deliberately breaching the agreement — Ontario law provides clear remedies. The goal is to restore the innocent party to the position they would have been in had the contract been performed.
Limitation period reminder: Contract claims in Ontario must be commenced within two years of discovering the breach. Acting promptly protects your legal rights — delay may result in the complete loss of your right to sue.
Remedies for breach of contract
Ontario courts can award damages, order specific performance, or grant injunctive relief — depending on the nature of the breach and the remedy that best compensates the innocent party.
Damages (most common) — A monetary award to compensate the innocent party and restore them to the position the contract would have put them in. Includes direct losses and foreseeable consequential losses.
Specific Performance — A court order compelling the breaching party to perform their contractual obligations — appropriate where damages are insufficient, such as contracts involving unique assets or real property.
Rescission — Complete cancellation of the contract, restoring both parties to their pre-contract position. Applies where the breach is fundamental, or where the contract was entered into as a result of misrepresentation.
Injunctive Relief — A court order requiring the breaching party to stop a course of action — for example, preventing them from selling goods that should have been delivered to you, or from disclosing confidential information.
Enforcement path for non-payment
Non-payment is the most common form of contract breach. The enforcement path begins with a demand letter and escalates through judgment and post-judgment enforcement — applying increasing legal pressure at each stage.
Step 1: Demand letter — A formal legal demand letter setting out the amount owed, the legal basis for the claim, and a payment deadline. Many disputes resolve at this stage — particularly where the debtor has no genuine defence and simply needs legal pressure to act.
Step 2: Statement of Claim — If payment is not received, we file a Statement of Claim in the Ontario Superior Court to commence proceedings. The defendant has 20 days (if located within Ontario) to file a Statement of Defence.
Step 3: Default judgment — If the defendant fails to file a defence by the deadline, we apply for default judgment — a court order confirming the debt without the need for a full hearing. This is typically the fastest path to an enforceable judgment.
Step 4: Judgment enforcement — Once judgment is obtained, we pursue enforcement — garnishing bank accounts or wages, registering a writ of execution against the defendant’s real property, or examining the debtor under oath to locate assets.
Contract termination and repudiation
Not every breach entitles the innocent party to terminate the contract. Wrongfully terminating a contract can itself constitute a breach — exposing you to a damages claim. We advise on whether a breach is serious enough to justify termination and manage the process correctly to protect your legal position.
Anticipatory breach — Where one party clearly indicates before the performance date that they will not fulfil their contractual obligations, this constitutes anticipatory breach. The innocent party has two options: accept the repudiation immediately (terminate the contract and sue for damages), or wait until the performance date to see whether the other party performs. Accepting an anticipatory breach promptly is usually the stronger strategic choice.
Contract Disputes & Enforcement — Frequently Asked Questions (FAQ)
Answer: Two years from the date the breach was discovered. Act promptly — missing the limitation period means losing your right to sue entirely.
Answer: Once judgment is obtained, several enforcement mechanisms are available. A garnishment order directs a financial institution to pay the judgment amount directly to you. Wage garnishment requires the debtor’s employer to deduct payments from their salary. A writ of execution can be registered against real property owned by the debtor — preventing them from selling or mortgaging it until the judgment is satisfied. An examination in aid of execution requires the debtor to attend and answer questions about their assets under oath.
Answer: Ontario courts have the discretion to award costs — typically a portion of the successful party’s legal fees. Full recovery is uncommon, but a partial costs award is standard practice.
Answer: Yes — lost profits are recoverable as consequential damages for breach of contract in Ontario, provided they were reasonably foreseeable at the time the contract was entered into and can be established with sufficient certainty.
Oppression Remedy and Shareholder Rights
The oppression remedy under Section 248 of Ontario’s Business Corporations Act allows shareholders, directors, or officers to apply to the court when the affairs of a corporation are being conducted in a manner that is oppressive, unfairly prejudicial, or unfairly disregards their interests. This is one of the most powerful tools available to minority shareholders in Ontario — allowing the court to make virtually any order it considers just, including compelling a buyout, appointing a receiver, or dissolving the company.
Common oppression scenarios include: exclusion from management, majority shareholders paying themselves excessive compensation while withholding dividends from minority shareholders, diverting corporate business or assets to entities controlled by the majority shareholder, and misappropriating corporate assets for personal expenses.
Partnership Dissolution and Corporate Wind-Up
When a business relationship has broken down completely, an orderly dissolution — by agreement or court order — is often the best outcome for all parties.
Negotiated exit or buyout (preferred approach) — One party buys out the other at an agreed or independently assessed price. The fastest and least costly resolution.
Triggering a shotgun clause — If the shareholder agreement includes a buy-sell (shotgun) clause, either party can trigger it — making an offer the other party must either accept or match on equal terms.
Court-ordered wind-up — If the parties cannot agree on terms, we apply to the court for an order to wind up the company — directing the sale of assets and distribution of proceeds.
Appointment of a receiver — Where a partner is actively abusing management authority or dissipating assets, we apply urgently for the appointment of a receiver to take control of the business pending resolution of the dispute.
Derivative Actions
A derivative action allows a shareholder to bring a claim on behalf of the company — typically where directors or controlling shareholders have harmed the company’s interests but refuse to authorize the company to sue on its own behalf. Court leave is required before the action can be commenced.
A derivative action is brought in the name of the company — not in the name of the individual shareholder. Any damages recovered belong to the company, not to individual shareholders. It applies where the wrongdoing has harmed the company itself — not merely the individual interests of a shareholder.
Business Partnership Disputes — Frequently Asked Questions (FAQ)
Answer: Yes — under the oppression remedy (OBCA s. 248), if the court finds that the minority shareholder’s interests have been oppressed, unfairly prejudiced, or unfairly disregarded, an Ontario court can order the majority to purchase the minority’s shares at fair value.
Answer: Yes — under Section 207 of Ontario’s Business Corporations Act, a court can order the wind-up of a company where it is just and equitable to do so. Grounds include: shareholder deadlock rendering the company unworkable, oppression of a minority shareholder, the company’s purpose having become impossible to achieve, or the company having been formed for fraudulent purposes. A wind-up order is a remedy of last resort — where a buyout order would adequately resolve the underlying dispute, courts generally prefer to make a buyout order instead.
Answer: A negotiated exit can resolve within weeks. Court proceedings for oppression or wind-up typically take 6 to 24 months depending on complexity. Interim relief — a receiver or injunction — can be obtained urgently.
Answer: An oppression remedy addresses harm done to the shareholder personally — conduct that oppresses or unfairly prejudices the shareholder’s individual interests — and the court can order personal relief including a buyout. A derivative action addresses harm done to the company itself — misconduct by directors or officers that has damaged the company — where the shareholder brings the claim on behalf of the company and any damages recovered belong to the company.
Fraudulent Misrepresentation and Rescission
When a contract is entered into under fraudulent misrepresentation, the innocent party may rescind the contract—undoing the transaction and recovering funds paid—while also claiming damages for all losses caused by the fraud, including consequential losses.
Rescission of the Contract — The transaction is cancelled, and both parties are restored to their pre-contractual positions. The innocent party recovers the funds paid and returns what was received.
Damages for All Losses — Unlike breach of contract damages (which are limited to foreseeable losses), fraud damages under Ontario law cover all losses directly caused by the fraudulent misrepresentation, including unforeseen consequential losses.
Punitive Damages — When the fraudulent conduct is particularly egregious or high-handed, Ontario courts may award punitive damages over and above actual financial losses—to denounce the behavior and deter future repetition.
Non-Disclosure and Concealment
In Ontario, there is generally no duty to volunteer information in a commercial context—but active concealment of information while creating a false impression, or non-disclosure where a specific duty exists (such as in insurance contracts or fiduciary relationships), can form the basis of a misrepresentation or fraud claim.
Ontario courts treat active concealment—taking steps to hide material information—much more seriously than mere silence. A duty to correct arises when a statement made during negotiations becomes untrue before the contract is executed.
Negligent Misrepresentation
Negligent misrepresentation occurs when a party carelessly provides false information where a duty of care is owed, and the recipient reasonably relies on that information to their detriment. Unlike fraud, proof of an intention to deceive is not required.
Professional advisors, real estate agents, and other professionals who provide inaccurate information causing loss to their clients may be held liable for negligent misrepresentation. Misrepresentations made during negotiations—regarding business revenue, property conditions, or product capabilities—can constitute a claim for negligent misrepresentation even without fraudulent intent.
Fraud and Misrepresentation Claims
Answer: To succeed in a claim for fraudulent misrepresentation in Ontario, you must prove five essential elements: the defendant made a false representation of fact; the defendant knew the representation was false, or made it recklessly without caring whether it was true or false; the defendant intended for you to rely on the representation; you did in fact rely on the representation; and you suffered damages as a result.
Answer: Most fraud and misrepresentation claims are subject to the standard two-year limitation period—calculated from the date the claimant discovered, or ought to have discovered, the fraud. However, fraud is subject to a special rule: when the fraud has been actively concealed by the defendant, the limitation period does not begin to run. Regardless of discovery, an ultimate limitation period of 15 years applies.
Answer: Yes—the same conduct can give rise to both claims simultaneously. Courts assess each claim independently. A fraud claim offers broader damages and the potential for punitive damages that are unavailable in a standard breach of contract claim.
Answer: Yes—Ontario courts can award punitive damages for particularly egregious acts of fraud. It is not automatic—the court must find that the defendant’s conduct was high-handed, malicious, or otherwise so blameworthy that it warrants condemnation beyond compensatory damages.
Cyber Defamation and Negative Reviews
False statements published online—on Google, social media, forums, or review websites—are fully actionable as libel in Ontario. The permanent nature and viral reach of internet defamation can cause disproportionate damage to reputation. We pursue cyber defamation claims, including obtaining court orders to identify anonymous posters.
Step 1: Immediate Evidence Preservation — Immediately take screenshots to save all defamatory content, including URLs, dates, and the full context of the posts. Online content can be deleted or modified—preserved evidence is critical.
Step 2: Assessing the Claim — We evaluate whether the statements constitute defamation—false, published to a third party, and damaging to reputation. Statements of opinion (as opposed to fact) and true statements do not constitute defamation.
Step 3: Demand Letter or Court Application — Issue a legal demand letter to the poster and/or platform requesting retraction and removal. If the poster is anonymous, we bring a court application to compel the platform to identify them.
Step 4: Claiming Damages and Injunctions — We pursue compensatory damages, general damages for harm to reputation, and, where necessary, apply for injunctions ordering the removal of the defamatory content and prohibiting further publication.
Defamation Defences and Anti-SLAPP Motions
Being sued for defamation does not mean you will lose. Ontario law recognizes several full defences—as well as a powerful procedural tool (the Anti-SLAPP motion) to dismiss defamation claims brought to suppress legitimate expressions of public interest.
Truth (Justification) — True statements cannot constitute defamation—truth is a full defence in Ontario. If the statement is substantially true, the claim fails completely. The defendant bears the onus of proving truth.
Fair Comment — Honestly held opinions on matters of public interest—including reviews of restaurants, products, or public figures—are protected by fair comment, even if the wording is harsh or unflattering.
Anti-SLAPP Motion (Section 137.1 of the CJA) — Ontario’s Protection of Public Participation Act allows defendants to bring a motion to dismiss defamation claims arising from expression on matters of public interest. If successful, the plaintiff may be ordered to pay the defendant’s legal costs—creating a powerful deterrent against abusive defamation lawsuits.
Defamation and Damages to Reputation FAQ
Answer: No—an honestly held statement of opinion does not constitute defamation. Only false statements of fact that damage a reputation are actionable. Saying “this restaurant’s food is terrible” is an opinion. Saying “this restaurant uses expired ingredients” is a statement of fact that must be true.
Answer: Under the Libel and Slander Act, notice of a libel claim must be given to the publisher within 6 weeks of discovering the publication. The lawsuit itself must be commenced within 2 years. These are strict deadlines—take action immediately.
Answer: Yes—Ontario courts can issue injunctions ordering the removal of defamatory content online. We can also request takedowns directly from platforms and bring court applications to compel platforms to identify anonymous posters.
Answer: Yes, if a false negative Google review contains false statements of fact that damage your reputation (as opposed to mere opinion), it is actionable as libel in Ontario. Honestly held negative opinions—even if harshly worded—generally do not constitute defamation. However, fabricated negative reviews, false statements of fact, or reviews deliberately left by competitors to attack your reputation are fully actionable.
Interlocutory Injunctions
An interlocutory injunction is a court order made during litigation—prior to trial—to maintain the status quo or prevent ongoing harm. In cases of true emergency, it can be obtained on an urgent basis without notice to the opposing party.
To obtain an interlocutory injunction in Ontario, the moving party must satisfy a three-stage test: there is a serious issue to be tried; the moving party will suffer irreparable harm—harm that cannot be adequately compensated by monetary damages—if the injunction is not granted; and the balance of convenience favours granting the injunction. An undertaking as to damages is typically required—the moving party must promise to compensate the responding party for any losses caused by the injunction if the ultimate claim fails.
In cases of true emergency, Ontario courts can grant an injunction on the same day—or within 24 to 48 hours on an ex parte (without notice) basis.
Mareva Injunctions—Asset Freezing Orders
A Mareva injunction freezes the defendant’s assets—preventing them from being transferred, hidden, or dissipated prior to judgment. It is one of the most powerful pre-judgment remedies available in Ontario and can be obtained urgently when there is a real risk of asset dissipation.
A Mareva injunction is an extraordinary remedy—granted by the court only when there is strong evidence of a robust prima facie case and a real risk that the defendant will dissipate or relocate assets to evade a future judgment. Frivolous applications will be dismissed and can result in substantial cost orders against the applicant.
Ontario courts can issue worldwide Mareva injunctions covering assets anywhere across the globe—which is particularly vital in cases involving defendants with significant assets in other jurisdictions, including China.
Anton Piller Orders—Search and Seizure
An Anton Piller order—now commonly referred to in Ontario as a rolling Anton Piller or site inspection order—authorizes the moving party to enter the opposing party’s premises to inspect, copy, or seize specific documents or property. Obtained and executed without notice to the other side, it prevents the opposing party from having the opportunity to destroy or conceal evidence.
An Anton Piller order is issued only in exceptional circumstances—requiring strong evidence of a serious potential wrong, clear proof that the responding party possesses the relevant documents or property, and a real possibility that the material would be destroyed or hidden if notice of the application were given.
Differences Between Mareva Injunctions and Anton Piller Orders
A Mareva injunction freezes assets—preventing the defendant from transferring or dissipating money or property that could satisfy a future judgment. An Anton Piller order authorizes the search and seizure of specific documents or materials—preserving evidence that would otherwise be destroyed or concealed.
The two remedies address different risks: Mareva protects financial recovery, while Anton Piller protects the evidentiary record. Both are obtained on an urgent, ex parte basis, and are frequently sought together in a single application in commercial fraud cases.
Injunctions and Equitable Remedies FAQ
Answer: In cases of true emergency, an injunction can be obtained from an Ontario court on the same day or within 24 to 48 hours on an ex parte (without notice) basis. In non-emergency situations, a regular motion can typically be scheduled within 2 to 6 weeks. Speed is critical—courts look unfavourably upon injunction requests where the moving party has delayed before bringing the motion.
Answer: Yes, Ontario courts can issue injunctions with worldwide effect—however, enforcement against a defendant situated entirely outside of Ontario requires separate legal proceedings in the relevant jurisdiction. We provide tactical advice and representation on cross-border injunction strategies.
Answer: Yes—the moving party must provide an undertaking as to damages. If the injunction is granted but you ultimately lose the underlying case, you must compensate the opposing party for any losses they suffered as a direct result of the injunction.
Answer: Irreparable harm is harm that cannot be adequately compensated by monetary damages after the fact—either because the loss is non-monetary in nature (such as damage to reputation or the destruction of a unique asset) or because the defendant is likely to be unable to pay a damages award when ordered to do so.
