WWW.LEXPERT.CA
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2017
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LEXPERT 21
Groia, Joseph Groia & Company
Professional Corporation
(416) 203-4472 jgroia@groiaco.com
Mr. Groia practises securities litigation in civil, regulatory and criminal cases.
He was the OSC's Director of Enforcement prior to opening his own securities
litigation boutique, Groia & Company, in 2000. He co-authored Canada's
only securities litigation textbook. In May 2015, Mr. Groia was elected
by the Ontario Bar to serve as Bencher of the Law Society of Upper Canada.
Griffin, Peter Lenczner Slaght Royce Smith Griffin LLP
(416) 865-2921 pgriffin@litigate.com
Mr. Griffin is recognized as one of the top litigators in Canada with extensive
experience in commercial, professional liability, securities and complex
cross-border litigation, especially as it relates to class proceedings,
insolvency and restructuring. He is past President of the Advocates' Society,
a Fellow of the American College of Trial Lawyers and past Chair of its Ontario
Province Committee.
Grenon, Gerald A. Osler, Hoskin & Harcourt LLP
(403) 260-7014 ggrenon@osler.com
Mr. Grenon is a partner in the firm's taxation practice. His practice
encompasses all stages of tax dispute resolution from dealing with CRA
audits to litigating in court. He has appeared before the Tax Court of Canada,
Federal Court of Appeal, Supreme Court of Canada and Alberta Court
of Queen's Bench.
Gottlieb, Matthew P. Lax O'Sullivan Lisus Gottlieb LLP
(416) 644-5353 mgottlieb@counsel-toronto.com
Mr. Gottlieb focuses on business litigation, including commercial, securities
and insolvency and restructuring litigation. He appears at all levels of Ontario
courts and the courts of other provinces, the OSC, the Federal Court
and the SCC.
Goldman, QC, Calvin S. Goodmans LLP
(416) 597-5914 cgoldman@goodmans.ca
Chair, Goodmans' Competition, Antitrust and Foreign Investment Group.
Former Commissioner, Competition Bureau. Practice focuses on domestic
and international mergers, abuse of dominance, cartels, reviewable matters
and foreign investment reviews under the ICA. Ranked by Law Business
Research in top-tier of Canadian competition lawyers and as "Canada's
most highly distinguished competition lawyer."
Glossop, Peter L. Osler, Hoskin & Harcourt LLP
(416) 862-6554 pglossop@osler.com
Mr. Glossop's practice focus is advising clients of their obligations under
the Competition Act in M&A, joint ventures and strategic alliances. He has
provided advice in many multi-jurisdictional transactions, and in particular
to clients in the energy, oil & gas and natural resources sectors. He also
represents foreign-controlled investors in obtaining approvals under
the Investment Canada Act.
LEXPERT-RANKED LAWYERS
director for Canadian American Financial
Co. (Can-Am), which sold Education Savings
Plans through people like Bhasin. Bhasin had
a three-year contract with Can-Am that would
automatically renew unless it was terminated by
either side with six months' written notice. Larry
Hrynew was also an enrolment director and a
competitor of Bhasin's. Wanting a chunk of Bha-
sin's lucrative market, Hrynew repeatedly, and to
no avail, tried to force Bhasin to merge with him.
e real dispute between Bhasin and Hrynew
started when the Alberta Securities Commission
became concerned about Can-Am's operation.
It appointed Hrynew a Provincial Trading Of-
ficer and, despite the apparent conflict of inter-
est, ordered an audit of the company's enrolment
directors. As a PTO, Hrynew used his position
to attempt to gain access to Bhasin's confidential
business records. Bhasin refused to provide them.
Can-Am, for its own reasons, aided Hrynew
in his merger objective. According to court docu-
ments, the company applied repeated pressure
tactics to try to get Bhasin to turn his records
over to Hrynew. Bhasin continued to refuse, and
eventually, Can-Am terminated their contract,
giving Bhasin the required six-month non-re-
newal notice contained in the terms of their con-
tract. Once Bhasin was out, Hrynew acquired
much of his business.
Bhasin sued Hrynew and Can-Am in the Al-
berta Court of Queen's Bench. e trial judge
found that, though it was not overtly stated in
Bhasin's contract with Can-Am, it was implied
in the terms that any decisions to terminate a
renewal would be made in good faith. e court
found Hrynew and Can-Am liable of a civil con-
spiracy because they breached that good faith
owed to Bhasin in their contract.
However, Lederman, who has represented
clients in some of the most significant contract-
liability cases in Canada, convinced the Alberta
Court of Appeal to overturn the lower-court rul-
ing in favour of Hrynew and Can-Am. e ap-
peal court decided there was no basis in law for
the Queen's Bench judge to evaluate the tactics
Can-Am and Hrynew used against Bhasin in de-
ciding not to continue Can-Am's contract with
him. e lower court should only have consid-
ered the express provisions of the contract that,
in fact, did allow Can-Am to cancel its contract
with Bhasin aer giving six months' notice.
"e Alberta Court of Appeal," says Leder-
man, "I think understood that the terms of the
contract in the Bhasin contract were unambigu-
ous." e appeal court, adhering to long-held
jurisprudence, said no analysis of intent or bad
faith is warranted when terms of a contract are
perfectly clear. But when the case moved up to
the Supreme Court, continues Lederman, it re-
