Contract disputes
Breach, interpretation, termination, damages; commercially timed strategies and focused relief. Jump to section
Business disputes arising from contracts, shareholders and partnerships, fiduciary duties, competition, and fraud—resolved in court or by negotiation, mediation, or arbitration.
At Grigoras Law, we provide strategic counsel for clients involved in commercial disputes across Ontario. Whether it’s a breach of contract, shareholder conflict, or issues relating to fiduciary duties, we guide businesses and individuals through complex litigation matters. Our approach combines proactive case assessment with swift actions, including the use of injunctions, motions to consolidate disputes, and other remedies to protect your interests. We aim for effective resolutions that safeguard your business or personal assets.
Breach, interpretation, termination, damages; commercially timed strategies and focused relief. Jump to section
Passing off/unfair competition, restraints, confidential info, and market-impact disputes. Jump to section
Disclosure disputes, shareholder remedies, secondary-market liability, and enforcement issues. Jump to section
SaaS/licensing, platform and data disputes, e-commerce agreements, and service-level issues. Jump to section
Cross-border contracts, jurisdiction/venue, letters of credit, recognition of foreign judgments. Jump to section
Duties of care/loyalty, indemnities, contribution, and defence of governance decisions. Jump to section
Oppression, buy-outs and valuation, derivative actions, and shareholder-agreement enforcement. Jump to section
Case-managed business disputes: urgent motions, specialized practice, efficient scheduling. Jump to section
Commercial litigation refers to the process of resolving disputes that arise in the course of business and corporate dealings. These disputes can range from contract breaches and shareholder disagreements to issues involving suppliers, customers, or regulatory bodies. While litigation may be necessary in certain cases, it is often complex, time-consuming, and costly. For this reason, businesses must approach litigation strategically, with an understanding of both the potential benefits and the risks involved.
It is almost inevitable that at some point in a corporation’s life cycle, the involvement of legal counsel will be required to resolve disputes with third parties. Litigation may become necessary when negotiations fail, but in many instances, the mere prospect of litigation can encourage parties to reach a fair and equitable settlement. In fact, the vast majority of disputes never reach trial. Statistics in Ontario show that more than 95 percent of all cases settle before trial, underscoring the importance of negotiation and alternative dispute resolution as part of the litigation landscape.
Because litigation can be both expensive and unpredictable, alternatives such as mediation or arbitration are frequently considered. Mediation involves the assistance of a neutral third party to help the disputing parties reach a mutually acceptable solution, while arbitration involves a binding decision made by an independent arbitrator. In many business contracts, these forms of dispute resolution may be mandated. Courts also increasingly require parties to attempt mediation before proceeding with litigation. These alternatives can save time, preserve business relationships, and reduce costs compared to a full trial.
Despite the availability of alternatives, some disputes cannot be resolved without resorting to the courts. Litigation, or even the threat of it, may be the only effective tool to compel a resolution when the opposing party refuses to engage in good faith. It provides a structured process where evidence is presented, legal rights are clarified, and enforceable remedies are granted. For some corporations, pursuing litigation is necessary not only to resolve a particular dispute but also to set an important precedent, protect business interests, or preserve the integrity of contractual obligations.
Commercial litigation encompasses a wide variety of disputes that arise in the business context. These matters often involve high financial stakes, regulatory issues, and complex contractual or corporate relationships. Some of the most common types of proceedings include:
Contract Disputes – Claims arising from the breach, interpretation, or enforcement of business contracts.
Securities Litigation – Disputes involving securities regulation, misrepresentation, shareholder rights, or compliance with market rules.
Competition and Trade Practices – Claims involving unfair business practices, anti-competitive conduct, or misuse of market power.
Technology and Digital Commerce Disputes – Conflicts related to online platforms, digital transactions, intellectual property, and emerging technologies.
International Commercial Litigation – Cross-border disputes involving international contracts, trade, and jurisdictional issues.
Director and Officer Liability – Claims against corporate directors and officers for alleged breaches of duty, negligence, or misuse of authority.
Shareholder Disputes – Conflicts between shareholders and corporations, often involving oppression claims, derivative actions, or disputes over corporate governance.
Litigation stemming from contract disputes lies at the heart of commercial litigation. Virtually every business transaction is built on agreements, whether formal contracts or informal arrangements that create legally enforceable obligations. When one party fails to perform its obligations, the aggrieved party may pursue remedies through the courts. The central question in any contract case is: what is the appropriate remedy to place the innocent party in the position it would have been in had the contract been performed?
The most common remedy for breach of contract is damages, which are intended to compensate the innocent party for losses caused by the breach. The law generally seeks to protect the “expectation interest,” ensuring that the injured party receives the value of what was promised. In practice, damages may be calculated as the difference between the contract price and the market price of goods or services, as well as additional costs flowing directly from the breach.
In exceptional cases, courts may grant equitable remedies, such as specific performance or injunctions. These remedies compel the breaching party to perform the contract as agreed or to refrain from certain actions. While less common, equitable relief is particularly significant where monetary damages are inadequate, for example in contracts involving unique assets like land or intellectual property.
There are also instances where courts award nominal damages, recognizing the breach of contract even where no substantial loss has been proven. Conversely, recent developments have introduced the possibility of gains-based recovery, where damages are measured by the profit the breaching party wrongfully obtained.
In contract litigation, a key distinction is made between direct damages and consequential damages. Direct damages refer to the immediate financial loss caused by the breach, such as the cost of replacing undelivered goods. Consequential damages capture broader losses that arise as a result of the breach, such as lost profits from delayed production or disruption of business operations.
Courts apply the principle of remoteness of damages to limit recovery. Only losses that were reasonably foreseeable at the time the contract was made are recoverable. This ensures fairness and predictability in business dealings while preventing limitless liability.
The plaintiff in a contract dispute must prove the existence of a valid contract, the breach, and the damages suffered. The defendant may attempt to reduce liability by showing that the plaintiff failed to mitigate its losses or that certain damages fall outside the scope of what was foreseeable. This allocation of proof underscores the importance of clear contractual drafting and diligent recordkeeping in commercial relationships.
Contract litigation extends beyond compensation. It enforces the principle that promises made in the marketplace carry legal weight and must be honoured. In doing so, it provides certainty and predictability for businesses that rely on contractual arrangements to allocate risks and responsibilities. For some litigants, pursuing contract claims is about more than recovering money; it is about upholding trust in commercial relationships and ensuring accountability.
Competition and trade practices litigation involves disputes arising from laws that govern the interactions between businesses in the marketplace. At its core, competition law aims to maintain fairness, preserve consumer choice, and prevent practices that distort or undermine a level playing field.
Businesses operate in an environment where aggressive strategies are often encouraged, but there is a line between robust competition and unlawful conduct. Allegations of anti-competitive behaviour can take many forms. These include price-fixing and collusion between competitors, abuse of dominant market position, and agreements that substantially lessen or prevent competition. Litigation may also arise where misleading advertising, deceptive marketing practices, or restrictive trade practices affect consumers or other businesses.
The complexity of competition litigation is heightened by its overlap with regulatory enforcement. In Canada, the Competition Bureau investigates and prosecutes violations of the Competition Act, but private parties may also seek civil remedies for losses suffered as a result of anti-competitive conduct. This dual system means that businesses may face not only government investigations but also parallel civil proceedings, each with significant reputational and financial consequences.
Litigation in this area often requires economic analysis, expert testimony, and the interpretation of complex statutes and regulatory frameworks. The outcome of a case may determine whether a business practice is lawful, whether damages must be paid to affected competitors or consumers, and whether structural remedies such as divestiture or behavioural restrictions will be imposed.
For businesses, competition litigation is more than a legal risk; it is a reputational one. Findings of unlawful conduct can lead to substantial financial penalties, loss of market credibility, and long-term damage to relationships with consumers, investors, and regulators. For plaintiffs, competition claims can be a powerful tool to seek redress for harm suffered in markets that have been unfairly manipulated.
Ultimately, competition and trade practices litigation reinforces the principle that success in the marketplace must be achieved through innovation, efficiency, and consumer choice, not through conduct that restricts or distorts competition.
Securities litigation occupies a central role in commercial law because it deals directly with the integrity of capital markets and the protection of investors. It arises in situations where misrepresentation, insider trading, or failures in disclosure obligations undermine confidence in securities transactions.
At common law, securities litigation is often grounded in misrepresentation. Courts recognize three principal bases for liability: deceit, negligent misrepresentation, and breach of contract. Deceit, or fraudulent misrepresentation, requires proof of an intentional falsehood intended to induce reliance. Negligent misrepresentation, by contrast, involves carelessness in providing inaccurate or incomplete information where a duty of care exists. Breach of contract claims may also arise where misstatements in offering documents are treated as terms of the contractual bargain.
These principles are especially important in securities transactions because investors rely heavily on accurate information when deciding whether to buy or sell shares. A false or misleading statement about a company’s financial health, for instance, may distort the value of securities and cause widespread harm.
Statutory civil liability under the Ontario Securities Act and related statutes expands investor protections. Misrepresentations in a prospectus, offering memorandum, takeover bid circular, or continuous disclosure document can all ground liability. More recently, liability has extended to secondary market disclosure, which captures misleading public statements and failures to make timely disclosure.
Unlike at common law, statutory liability shifts the burden of proof. Rather than requiring investors to establish reliance and causation, the law presumes reliance, and defendants must prove defences such as due diligence. This makes statutory actions a particularly powerful tool for investors seeking redress.
Insider trading (the use of material non-public information in securities transactions) undermines market integrity by giving insiders an unfair advantage. Liability may extend not only to the insider but also to those who pass on confidential information (“tipping”). Civil remedies can include damages payable to those disadvantaged by the improper trades.
Directors and officers carry significant responsibilities in ensuring compliance with securities laws. They may be held personally liable for authorizing or permitting contraventions, such as misrepresentations in disclosure documents or failures in timely reporting. Courts balance these obligations with recognition that directors are not liable for every business judgment error, but rather for failing to meet the standard of care expected of a reasonably prudent director.
Securities litigation serves a dual function. For investors, it provides a means of redress for financial losses caused by misconduct. For the market as a whole, it reinforces transparency, accuracy, and trust. By holding companies and their officers accountable, securities litigation contributes to the stability and credibility of capital markets, ensuring they function as reliable mechanisms for investment and growth.
Technology and digital commerce disputes arise from the growing reliance on electronic platforms for business transactions. As more agreements are entered into online, the application of traditional contract law to electronic dealings has created new challenges for courts and businesses alike.
At the core of digital commerce is the principle that contracts formed electronically are as valid and enforceable as those made on paper. Courts in Canada have generally applied well-established contract law principles to online dealings, ensuring that clicking “I agree,” exchanging emails, or engaging with digital platforms can create binding obligations. To reinforce this approach, Canada adopted the Uniform Electronic Commerce Act (UECA), which establishes that electronic information and agreements cannot be denied legal effect solely because of their medium. Each province and territory has enacted its own form of electronic commerce legislation, though with some variations.
Disputes often arise in this field because the online environment raises unique issues around contract formation, timing, and jurisdiction. For example, questions may surface over whether a website listing constitutes a binding offer or simply an invitation to negotiate. Similarly, determining when and where acceptance of an online contract occurs can influence not only the validity of the contract but also which jurisdiction’s laws apply. These issues become even more complex when automated systems or electronic agents participate in contract formation, sometimes without direct human involvement.
Technology and digital commerce disputes also extend beyond contract formation. Businesses must navigate conflicts over the enforceability of online terms and conditions, particularly when important clauses such as forum selection or liability exclusions are buried in digital agreements. Courts have grappled with whether such terms provide sufficient notice to consumers, and whether they can be enforced in circumstances that may appear unconscionable or contrary to public policy.
At an international level, electronic commerce disputes can involve cross-border contracts governed by different legal systems. The United Nations Convention on the Use of Electronic Communications in International Contracts was introduced to bring greater predictability to these transactions. Even so, differences between domestic and international rules can create further layers of complexity.
For businesses, the stakes in technology and digital commerce disputes are high. These conflicts often involve not only financial exposure but also reputational risks in a marketplace that depends on consumer confidence in online transactions. Effective legal guidance is essential to ensure compliance with evolving digital frameworks and to resolve disputes that test the boundaries of traditional contract law in a modern context.
International commercial litigation refers to disputes that cross national borders and involve parties from different legal systems. These cases often arise from contracts, trade agreements, financing arrangements, or joint ventures where obligations extend beyond a single jurisdiction. Resolving such disputes is challenging because it requires navigating not only different substantive laws but also procedural rules, enforcement mechanisms, and cultural expectations.
Litigation is one of the primary adversarial methods of dispute resolution. Unlike arbitration, which is private, litigation takes place in national courts and is generally a matter of public record. The court’s decision is binding and enforceable, and in many jurisdictions may be appealed.
One of the defining features of international litigation is the diversity of legal systems. Common law jurisdictions, such as Canada, the United States, and the United Kingdom, emphasize adversarial proceedings, judicial precedent, and expansive discovery. Civil law jurisdictions, including much of Europe and Latin America, use more inquisitorial procedures, where judges play a central role in investigating facts and are more inclined to grant remedies such as specific performance.
Despite these differences, many stages of litigation are familiar worldwide. Pleadings, pre-trial procedures, trial, judgment, and appeals form the backbone of litigation in most jurisdictions, though discovery is largely absent in civil law systems. Understanding these distinctions is critical for businesses engaged in cross-border disputes.
Perhaps the most significant hurdle in international litigation is determining jurisdiction and enforcing judgments abroad. Domestic laws generally govern jurisdiction, but international conventions can provide additional guidance. The 2005 Hague Choice of Court Convention, the 2007 Lugano Convention, and the 2019 Hague Convention on the Recognition and Enforcement of Foreign Judgments are examples of frameworks designed to bring greater consistency.
However, enforcement remains complicated. A judgment that is enforceable in one jurisdiction may not be recognized in another. Businesses must often rely on bilateral treaties, multilateral conventions, or the domestic laws of the jurisdiction where enforcement is sought. This lack of uniformity adds cost, uncertainty, and time to the litigation process.
Another distinction between litigation and arbitration is confidentiality. Court proceedings are usually public, meaning that filings, judgments, and often hearings are accessible to the general public. This transparency can be valuable for establishing precedent and accountability but may expose sensitive commercial information.
Arbitration, by contrast, is generally private. For this reason, many international contracts include arbitration clauses to avoid the publicity of litigation. However, businesses that find themselves in litigation must be prepared for the scrutiny that comes with public proceedings.
Recent years have seen significant changes in the way international disputes are managed. Courts and arbitral tribunals increasingly permit electronic filings and remote hearings through video or teleconferencing. These developments have reduced logistical costs but raised new concerns over confidentiality, cybersecurity, and the handling of sensitive data. Effective legal strategy now includes planning for data protection and secure digital communication throughout the litigation process.
Directors and officers are entrusted with the responsibility of managing corporations in accordance with statutory duties, fiduciary obligations, and principles of good governance. When they fail to act in the best interests of the company or its stakeholders, they may face personal liability. Claims against directors and officers arise most frequently in the context of privately held corporations, where decision-making is concentrated and relationships are often intertwined with family or close business ties.
Several types of actions may be brought against directors and officers, each grounded in statutory or equitable principles:
Derivative Actions: Shareholders or other complainants may bring claims on behalf of the corporation when directors fail to do so. These actions allow the corporation’s rights to be enforced against those who have caused it harm, typically in cases of misconduct or breach of duty. Courts impose a high threshold before granting leave to proceed, ensuring that only legitimate claims move forward.
Oppression Remedy Claims: The oppression remedy protects stakeholders against conduct that is oppressive, unfairly prejudicial, or that unfairly disregards their interests. Directors can be held personally liable where they have used their position to gain personal benefit or engaged in conduct that directly harmed minority shareholders or creditors.
Contractual and Fiduciary Breaches: Directors may face claims where their actions breach contractual obligations owed to shareholders or where they fail to meet fiduciary duties of loyalty, honesty, and care. Courts scrutinize self-interested conduct and will intervene where directors treat similarly situated stakeholders unequally or divert opportunities for personal gain.
Although corporations are separate legal entities, courts have not hesitated to hold directors personally accountable when their actions cross the line into oppressive conduct. Cases have involved directors prioritizing their own loans over those of other shareholders, denying stakeholders access to financial information, or engaging in reorganizations that stripped value from the company to the detriment of others. The guiding principle is fairness: directors must act in a way that respects the reasonable expectations of all stakeholders, not merely their own interests.
Personal liability does not require proof that directors acted in bad faith. Instead, courts focus on the impact of the conduct. Even if a corporate decision is lawful on its face, it may still give rise to an oppression remedy if its effect is to unfairly prejudice or disregard the interests of a stakeholder.
In extreme cases, oppressive conduct by directors may justify winding up a corporation or triggering shotgun clauses in shareholder agreements. Courts exercise this power sparingly, recognizing that dissolving a solvent business is a drastic step. However, where internal deadlock or persistent misconduct prevents a corporation from functioning properly, winding up may be the only equitable solution.
Shareholder disputes are among the most challenging forms of commercial litigation because they often combine business disagreements with personal conflicts. These disputes typically occur in closely held corporations where shareholders may also be directors, officers, or family members. When conflicts arise, they can threaten not only the financial stability of the business but also the relationships among those who operate it. Canadian corporate law provides a number of mechanisms to address these conflicts, including the oppression remedy, derivative actions, and other statutory or equitable proceedings.
The oppression remedy is the most flexible and frequently used tool in shareholder litigation. It protects shareholders and other stakeholders against conduct that is oppressive, unfairly prejudicial, or that unfairly disregards their interests. Courts applying this remedy focus on whether the reasonable expectations of stakeholders have been violated. Examples include exclusion from management, denial of access to corporate information, or diversion of corporate opportunities. The remedy is adaptable and can result in orders ranging from financial compensation to corporate restructuring or even a buyout of minority shareholders.
While the oppression remedy focuses on harm suffered by individual stakeholders, derivative actions address harm done to the corporation itself. A derivative action allows a shareholder or another complainant to bring a lawsuit on behalf of the corporation when those in control, usually the directors, are unwilling or unable to act. These claims often involve breaches of fiduciary duty, misappropriation of corporate assets, or other forms of misconduct by those who manage the corporation.
Because derivative actions interfere with the directors’ authority to manage the company, they are considered an extraordinary remedy. Leave of the court is required before the claim can proceed, and judges will carefully assess whether the proposed action is in the best interests of the corporation. The goal is to balance the need to hold insiders accountable against the risk of burdening the corporation with unnecessary litigation.
Shareholder disputes may also give rise to claims under contract law, particularly where a shareholders’ agreement sets out rights relating to management, share transfers, or exit mechanisms. Courts can enforce these agreements and, where necessary, award damages for breach. In addition, statutes provide remedies such as compliance orders, which require directors or corporations to comply with their legal duties, and inspection rights, which ensure shareholders can review financial and corporate records.
In extreme cases, courts may order the winding up of a corporation. This remedy is rare and typically reserved for situations where deadlock or misconduct makes it impossible for the corporation to continue operating fairly and effectively.
The Commercial List is a specialized court within the Ontario Superior Court of Justice in Toronto, designed to handle complex commercial disputes efficiently and effectively. Established in 1991, it was created in response to the need for a forum where time-sensitive business disputes could be heard by judges with expertise in commercial matters. Over time, the scope of the Commercial List has expanded to cover a broad range of commercial litigation, reflecting its importance in Ontario’s legal landscape.
The Commercial List hears cases involving key statutes such as the Bankruptcy and Insolvency Act, the Companies’ Creditors Arrangement Act, and the Personal Property Security Act. It also deals with matters under the Winding-up and Restructuring Act, the Pension Benefits Act, the Bulk Sales Act, the Business Corporations Acts (Ontario and federal), and the Limited Partnerships Act.
This wide jurisdiction means the Commercial List is the venue of choice for disputes involving insolvency, corporate reorganizations, shareholder disputes, securities matters, and complex contractual claims. In many cases, parties may choose to transfer proceedings from the general civil list to the Commercial List, provided a judge is satisfied that the matter falls within its scope.
A distinguishing feature of the Commercial List is the case management system. Each case is assigned to a judge who oversees it from start to finish, ensuring consistency and efficiency. This hands-on approach allows judges to develop familiarity with the issues, streamline procedures, and encourage timely resolution.
Another hallmark of the Commercial List is its focus on timeliness. Recognizing the urgency of many business disputes, the court provides expedited hearings and greater flexibility in scheduling. This responsiveness makes it particularly suited to cases where delay could cause irreparable harm, such as insolvency proceedings or urgent injunctions.
The Commercial List is also known for fostering a practical and cooperative approach to dispute resolution. Judges encourage parties to narrow issues, explore settlement, and adopt procedures tailored to the specific needs of each case. This culture of efficiency aligns with the commercial realities of the parties involved, reducing unnecessary costs and delays.
For corporations, stakeholders, and investors, the Commercial List offers several advantages. Its judges bring expertise in corporate and commercial law, which enhances the predictability and quality of decisions. Its procedures promote faster outcomes, minimizing disruption to business operations. Its emphasis on fairness and efficiency builds confidence in Ontario as a jurisdiction for resolving high-stakes commercial disputes.
Because of its specialization, the Commercial List has also developed a strong reputation internationally. It is viewed as a model for specialized commercial courts, providing Ontario with a competitive advantage as a hub for commerce and investment.
Facing a business dispute? Our Toronto commercial litigation lawyers act for companies, founders, and investors across Ontario. We pair decisive advocacy with practical strategy, protecting value, controlling risk, and resolving matters efficiently.
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