Law

 

Case 1 is worth 5 marks in total, with a maximum answer-length of 500 words for all stipulated sub-

questions.  

Case 2 is worth 10 marks in total, with a maximum answer-length of 1000 words for all stipulated sub-

questions. 

PLEASE SPECIFIY YOUR WORD-COUNT FOR EACH CASE PROBLEM at the end of each answer. Failure

to do so will result in a half-mark deduction for the relevant answer, if applicable. Answer portions

beyond the applicable maximum length will not be marked.  

Where appropriate, please cite applicable statutory references. 

1.Ellen Chan, a 39 year-old business executive, joined Coolspring Corp. of Hamilton, Ontario (Coolspring) in August 2020. She was hired as Vice President, Operations and Marketing, with a mandate to oversee the construction of a fresh-water bottling plant near a spring located outside of Caledon, Ontario and to develop markets for the companys products throughout North America. Prior to joining Coolspring, Ellen had been running a similar, very successful operation for a corporation located in Alberta. Ellen left the Alberta corporation based on the express assurance that the Ontario company was viable and that it would be able to finance the new plant and related marketing initiatives effectively. By March of 2021, Ellen had settled supply contracts with six companies and was close to landing three more, including a major deal with a brewery based in San Francisco, California that wanted to use its own brand name on some of Coolsprings products.

In April 2021, Coolspring fired Ellen, accusing her of dishonesty and coming to work drunk. Ellen had registered several trademarks relating to the companys products in her own personal name, as the company did not have sufficient funds to register the marks itself. The President of Coolspring was made aware that Ellen would be registering the marks in her own name, on the understanding that Ellen would assign the registered marks to Coolspring as soon as Ellen was repaid for the registration costs and related legal fees she had incurred. There was no evidence that Ellen had ever come to work drunk.

Does Ellen have grounds for legal recourse in connection with her dismissal from Coolspring? What factors would the courts take into account in considering Ellens case? What remedies, if any, would be available to Ellen? Please explain your answer fully, with reference to significant case law and relevant legal principles discussed in class. (5 marks)

2.Pebble Bay Corp. (PBC) owns 67% of the outstanding common shares of Lakeside Golf      

   Courses Inc. (Lakeside), which had, in turn and until recently, owned and operated two luxury golf 

   courses near Huntsville, Ontario. Lakeside has only one class of shares and was incorporated as a

   privately-held company under the Business Corporations Act (Ontario).  

In November 2020, PBC, with its majority voting power, elected all three directors on Lakesides board of directors. Then, the board decided to sell Lakesides most popular and profitable golf course (Long Play), together with the Restaurant described below, to PBC for only half of Long Plays fair market value.  

 One of the reasons that Long Play had been so popular and profitable related to a charming restaurant (the Restaurant) that Lakeside had constructed on the shores of Lake Vernon on a separate piece of real estate Lakeside had purchased after Long Play had first been developed. The Restaurant is located near the putting green on the 9th hole of the golf course, but it is separated 

 from the Long Play property by a small parcel of land that has been owned by a cottager (the Adjacent Property). Since 1996 when the Restaurant first opened, Long Plays golf patrons (the Golfers) have very much enjoyed the unique experience of eating lunch at the Restaurant overlooking Lake Vernon, and they have done this on a regular basis each year during the May to October golf season.  

 One of the concerns that Lakeside had, when it initially built the Restaurant, was that its Golfers may not want to eat at the Restaurant because of the long walk involved to get there (it appeared that they needed to walk out to a nearby road, walk along the road around the Adjacent Property and then walk back to the Restaurant on a driveway that provided vehicle access to the Restaurant). However, during the first year that the Restaurant was open, the Golfers avoided this long walk by instead crossing along the edge of the Adjacent Property to get to and from the Restaurant from the 9th hole of Long Play. The Golfers have accessed the Restaurant this way since 1996, and the cottager has not seemed to mind them doing so because the Golfers have been careful not to damage the Adjacent Property. In fact, the cottager and the President of Lakeside have recently become friends and, every year over the past 3 years, Lakeside has hosted a complimentary Labour Day Weekend dinner for the cottager in the Restaurant.    

 PBC believes that the pattern of activity described above (allowing quick access for the Golfers, to and from the Restaurant) has created a particular type of right that enhances the market value of Long Play. In fact, PBC believes that Long Play has been a particularly valuable asset for Lakeside, in part because of the unique dining experience that the Restaurant provides for the Golfers. PBC is therefore (quietly) very pleased that it has acquired Long Play and the Restaurant from Lakeside for the low price that it paid.  

(a)What right does PBC believe has been created regarding access to and from the Restaurant, and is PBC correct in that belief? (5 marks)  

(b)How have the minority shareholders of Lakeside been affected by the sale of Long Play and the Restaurant to PBC, and what types of legal recourse are available to Lakesides minority shareholders in this regard? (5 marks) 

 Please explain your answer fully, with thorough factual analysis and comprehensive reference to all potential legal actions and relevant statutory provisions.