Chuang et al. v. Toyota Canada Inc., 2016 ONCA 584

• Judge: Doherty, MacPherson and Miller, JJ.A.
• Court: Court of Appeal (Ontario)
• Case Date: April 26, 2016
• Jurisdiction: Ontario
• Citations: 2016 ONCA 584;(2016), 351 O.A.C. 192 (CA)

Chuang v. Toyota Can. Inc. (2016), 351 O.A.C. 192 (CA)

MLB headnote and full text

Temp. Cite: [2016] O.A.C. TBEd. JL.025

Dr. Sylvester Chuang, HSC Holdings Inc., Transoriental Fine Cars Ltd., 1405768 Ontario Limited and Ontasian Enterprises Inc. (plaintiffs/appellants/respondents by cross-appeal) v. Toyota Canada Inc. (defendant/respondent/appellant by cross-appeal)

(C60102; 2016 ONCA 584)

Indexed As: Chuang et al. v. Toyota Canada Inc.

Ontario Court of Appeal

Doherty, MacPherson and Miller, JJ.A.

July 21, 2016.

Summary:

The plaintiffs, Dr. Chuang and his associated corporations, sued the defendant, Toyota Canada Inc., for damages for wrongful termination of a contract to build and operate a Lexus dealership in downtown Toronto. The trial dealt only with liability issues.

The Ontario Superior Court, in a decision with neutral citation 2015 ONSC 885, held that, under the terms of the agreement, Toyota was required to act reasonably in exercising its rights of termination, but did not do so. The court held, however, that an exclusion clause referring to Toyota's exercise of its rights of termination protected Toyota from any obligation to pay damages or other losses caused to Dr. Chuang by the termination of the agreement. The trial judge dismissed the claim and awarded costs of $1,210,000 to Toyota. Dr. Chuang appealed, arguing that the exclusion clause, as properly interpreted, could not protect Toyota against the consequences of an unreasonable termination of the agreement. Dr. Chuang also sought leave to appeal the costs order, submitting that the reasons of the trial judge were inadequate.

The Ontario Court of Appeal dismissed the appeal both as it related to liability and costs. The trial judge's interpretation of the exclusion clause was not unreasonable and was not tainted by palpable and overriding error. Despite the brevity of the reasons respecting costs, the reasons were sufficient. They revealed the basis for the trial judge's costs award and permitted effective appellate review.

Contracts - Topic 2126

Terms - Express terms - Exclusionary clauses - Interpretation - See paragraphs 24 to 40.

Courts - Topic 583

Judges - Duties - Re reasons for decisions - See paragraphs 41 to 47.

Counsel:

John J. Adair and Gord McGuire, for the appellants/respondents by cross-appeal;

Timothy Pinos and Colin Pendrith, for the respondent/appellant by cross-appeal.

This appeal was heard on April 26, 2016, before Doherty, MacPherson and Miller, JJ.A., of the Ontario Court of Appeal. The following decision was released for the court by Doherty, J.A., on July 21, 2016.