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By Julius Melnitzer | February 1, 2026
Here is my annual list of the top 10 business decisions in Canada for the year just ended. This two-part series begins with the cases ranked sixth through tenth, in ascending order. Part two will cover the top five cases.
Top 10 business decisions of 2025, part one – Law360 Canada
10. J.P. Thomson Architects Ltd. v. Greater Essex County District School Board, 2025 ONCA 378
Does failure to meet a time limit in a contractual dispute-resolution provision prohibit the erring party from proceeding to the next stage?
It does not, says the Ontario Court of Appeal, interpreting a provision that “any dispute … which cannot be resolved … within thirty (30) days of the dispute arising … be referred to mediation.” In this case, the parties did not mediate, but one party referred the matter to arbitration after the 30 days had expired.
“The decision is consistent with sound commercial principles, as it confirms that ambiguous dispute resolution mechanisms should not be interpreted to remove parties’ rights,” said Chloe Snider, a Toronto partner in Dentons Canada LLP’s litigation and dispute resolution group. “As such, it encourages mediation and arbitration by respecting parties’ agreements on how to resolve issues.”
- Greenfire Resources Ltd. (Re), 2025 ABASC 104
In a case that is admittedly very fact-intensive, leaving the result to be scrutinized closely for its precedential value, the Alberta Securities Commission (ASC) nonetheless took the opportunity to clarify the law regarding the use of shareholders rights plans, widely known as “poison pills.”
The facts did not involve a takeover bid, as the sellers were not in Canada. But the parties structured the transaction to comply with the Private Agreement Exemption (PAE) under the takeover bid regime (TOBR) mandated by the Canadian Securities Administrators.
Following the agreement’s announcement, Greenfire adopted a rights plan that prohibited a transfer of 20 per cent or more of Greenfire shares unless structured as a non-exempt takeover bid. The upshot was that the purchasers’ interests would be significantly diluted on closing.
The ASC ruled that the rights plan was abusive of capital markets and contrary to securities laws’ “animating principles,” thereby meeting both tests for the invocation of the commission’s public interest jurisdiction.
“The decision gives the business community clear guidance on when parties can and when they cannot use shareholders rights plans,” said Renee Reichelt, a commercial litigation partner in Blake, Cassels & Graydon’s Calgary office, who led the team that represented the purchasers.
The key principles emerging from the case, according to Reichelt, are:
- Companies cannot use poison pills to retroactively target previous transactions;
- TOBR exceptions are an integral part of the regime, even where private agreements are involved;
- Director misconduct alone is an insufficient ground for interference with private agreements; and
- Expert evidence that trenches on the commission’s expertise is of limited value.
- Cheng v. Glencore PLC, 2025 YKCA 8
This decision from the Yukon Court of Appeal is the first Canadian appellate ruling on the territorial scope of the oppression remedy.
The case arose when minority shareholders of Katanga Mining Ltd. alleged oppression arising from a November 2019 rights offering. Some six months later, Katanga discontinued under the Yukon Business Corporations Act and moved to the Isle of Man.
The court ruled that Yukon courts lacked jurisdiction over oppression claims following a statutory discontinuance. If they so chose, the aggrieved shareholders could sue in the Isle of Man.
Michael Feder, a Toronto- and Vancouver-based partner in McCarthy Tétrault LLP’s litigation and dispute resolution group, believes the decision will come as a surprise to many.
“The decision confirms a principle that many smart people had difficulty accepting, largely because the case law has been so equivocal about the scope of the oppression remedy,” he said.
- Sinclair v. Venezia Turismo, [2025] S.C.J. 27
In Club Resorts Ltd. v. Van Breda, 2012 SCC 17, the Supreme Court of Canada established that Canadian courts could assume jurisdiction if a real and substantial connection exists between the claim and the forum. Under this principle, contracts made in Canada and connected with a foreign dispute could presumptively ground jurisdiction in the appropriate Canadian court.
What Van Breda did not address was litigation involving multiple foreign defendants whose “real and substantial connection” to Canada varied in strength.
In this case, the plaintiff sued several defendants, including his credit card supplier, Amex Canada, and three Italian defendants. The suit arose from injuries the plaintiff suffered in a water taxi accident in Italy. He had used Amex Canada’s concierge service to make the transportation arrangements.
While the court clearly had jurisdiction over Amex, the Canadian credit card’s issuer, the majority (five-four) ruled that this was not the case regarding the Italians. Even if there was a connection to Canada that bound Amex, it did not strengthen the connection to the Italians.
The decision’s importance lies in its emphasis on the perspective of individual defendants: the court reasoned that a contract that connected one defendant to a dispute could not in itself extend jurisdiction to other defendants; nor could weakly connected contracts be lumped together to create a real and substantial connection.
“The court declined jurisdiction where the presumptive factor in this case — the credit card contract — did not show a strong enough connection to the foreign defendants, even though it did with respect to Amex,” said Robert Staley, Bennett Jones LLP’s vice-chair and a litigation partner in the firm’s Toronto office. “The court’s focus on fairness to individual defendants certainly stands out.”
Still, Staley believes that the decision takes “a step back” from Van Breda.
“I believe that under the Van Breda principles and before the decision in Sinclair, the Italian defendants would not have succeeded in rebutting the presumption that arose from the contract between the plaintiff and Amex.”
- Sutherland Estate v. Murphy, 2025 ONCA 227
The Ontario Court of Appeal has ruled that defendants in civil contempt proceedings — characterized by the court as “quasi-criminal” because they could result in imprisonment — cannot be forced to testify: the right “not to be compelled to be a witness in proceedings against that person in respect of the offence,” enshrined in s. 11(c) of the Canadian Charter of Rights and Freedoms, extended to them.
Jordan Deering, the Calgary-based chair of DLA Piper’s Canadian corporate crime, compliance and investigations group, said Sutherland assumes more significance because of the Alberta Court of Appeal’s December decision in Lymer v. Jonsson, 2025 ABCA 423 that seems to fly in the face of the Ontario Court of Appeal’s reasoning.
Lymer stands for the principle that the right to be tried within a reasonable time, enshrined in s. 11(b) of the Charter, does not apply to the sanction phase of civil contempt proceedings. The court ruled that s. 11 applies only to state-initiated prosecutions, not privately initiated civil suits, and that the procedural protections afforded civil contempt defendants were not grounded in the Charter, but in common law and principles of fairness.
The Sutherland estate has sought leave to appeal to the Supreme Court. If and until the issue is resolved by the high court, however, the outcome in that case has complicated strategic considerations for lawyers confronted with parties who are in contempt of court.
“If Sutherland stands, lawyers will have to be careful before they initiate contempt proceedings, because the defendants won’t have to testify,” Deering said. “Conversely, defendants may try to force you down that path because it provides them with some real protection.”
This is the first of a two-part series.
Julius Melnitzer is a Toronto-based freelance legal affairs journalist and communications and media consultant to the legal profession. He can be reached by email directly at julius@legalwriter.net or at his website, www.legalwriter.net.