Toronto Commercial Real Estate Dispute Lawyer

1. Commercial Lease Disputes

Commercial lease disputes are among the most frequent commercial real estate disputes in Ontario, involving conflicts between commercial landlords and tenants. Unlike residential tenancies, commercial leases are governed primarily by the contract itself and the Commercial Tenancies Act, R.S.O. 1990, c. C.34 (“CTA”) — commercial tenants enjoy far fewer statutory protections than residential tenants.

Common subcategories:

• Rent arrears and additional rent disputes: defaults on base rent, TMI (Taxes, Maintenance, Insurance), or CAM (Common Area Maintenance) charges. Under s.18(1) of the CTA, a landlord may exercise re-entry 15 days after rent becomes due and unpaid.
• Re-entry and wrongful lockout: landlords exercising re-entry, termination, or changing locks after a tenant default. A wrongful lockout — where the landlord fails to follow proper procedure — can give rise to significant damages claims.
• Assignment and subletting disputes: whether a lease permits assignment or subletting, whether landlord consent is required, and whether a refusal of consent is reasonable.
• Renewal and rent review: interpretation and enforcement of renewal options and rent review clauses.
• Repudiation and duty to mitigate: where a tenant abandons the lease (repudiation), whether the landlord accepts the repudiation and whether a duty to mitigate arises. Ontario appellate authority confirms that a landlord who does not accept the repudiation and keeps the lease alive is generally not under a duty to mitigate.

2. Purchase and Sale Disputes

Commercial purchase and sale disputes arise at or around closing. Commercial transactions typically involve large amounts and highly bespoke contracts, and any disagreement in the process can lead to expensive litigation.

• Closing default & deposit forfeiture: buyer or seller default leading to forfeiture or return of the deposit. In Ontario, where a buyer defaults, the seller is generally entitled to forfeit the deposit as liquidated damages.
• Title defects and requisitions: defects discovered during title search — undisclosed encumbrances, zoning non-compliance, or other issues addressed through the requisition process.
• Specific performance, options, and ROFR/ROFO: because each property is treated as unique, specific performance remains a central remedy in commercial real estate. Disputes over options to purchase, Rights of First Refusal (ROFR), Rights of First Offer (ROFO), and conditions precedent are common.

3. Title, Easement, Encroachment & Restrictive Covenant Disputes

Title and related rights disputes directly affect the value and usability of commercial property. These disputes typically involve the scope, creation, modification, or termination of rights and restrictions on the land.

• Easement disputes: access, parking, loading, signage, and utility easements are often critical to commercial use. Disputes may involve the creation, scope, modification, or termination of easements.
• Restrictive covenants: registered covenants may limit use, building type, or commercial activity. Disputes arise when covenant language is ambiguous or when permitted uses change over time.
• Rights of way and shared driveways: common issues in older commercial districts and where property boundaries are unclear.
• Survey encroachments and title defects: buildings, fences, or structures crossing the title boundary. Undisclosed encumbrances and title defects discovered post-closing often require litigation to resolve.

4. Planning, Zoning & Development Approval Disputes

Commercial development projects frequently face planning and zoning challenges. Ontario’s land-use planning regime is governed by the Planning Act, R.S.O. 1990, c. P.13, with appeals heard by the Ontario Land Tribunal (OLT).

• Planning Act appeals: municipal refusals of rezoning, official plan amendments, site plan approvals, minor variances, or consents to sever can be appealed to the OLT.
• Height, density, and parking disputes: disputes over specific planning parameters including height, density, parking requirements, and setbacks. Developers often seek variances to exceed existing zoning limits.
• Bill 185 (2024) changes: the Cutting Red Tape to Build More Homes Act, 2024 (Bill 185, in force June 6, 2024) made significant changes to Planning Act appeal rights, narrowing appeals in certain categories. Understanding the current statutory framework is essential to planning strategy.

5. Co-Ownership, Joint Venture & Partition Disputes

Multiple investors jointly purchasing commercial property is common — family holdings, corporate joint ventures, and development partnerships frequently involve two or more co-owners. When disputes arise, they are rarely resolved without legal process.

• Partition Act — forced partition or sale: Ontario’s Partition Act, R.S.O. 1990, c. P.4 permits any co-owner to apply for partition or sale. The Ontario Court of Appeal re-affirmed the strength of this right in Ross v. Luypaert, 2025 ONCA 236.
• Joint venture disputes: disagreements over management, profit distribution, exit mechanisms, or development direction often require litigation. These disputes frequently intersect with corporate and shareholder disputes.
• Co-owner rights and obligations: disputes over shared maintenance costs, rent allocation, management decisions, and unilateral conduct by one co-owner can escalate quickly to litigation.

6. Mortgage Enforcement, Receivership & Priority Disputes

Commercial real estate financing usually involves substantial mortgages. Once a borrower defaults, the lender’s enforcement process is governed primarily by the Mortgages Act, R.S.O. 1990, c. M.40.

• Power of sale: where default continues for 15 days, a lender may initiate power of sale under the Mortgages Act — the most common commercial mortgage enforcement mechanism in Ontario, being faster and less expensive than foreclosure.
• Receivership: lenders may apply for court-appointed receivers to manage and sell a defaulted property — appropriate where property values are high, multiple creditors are involved, or there is a risk of asset dissipation by the borrower.
• Priority disputes: where multiple creditors claim against the same property, priority and intercreditor disputes require careful analysis of registration order and the nature of each interest.

7. Environmental Contamination Disputes

Environmental liability has become increasingly significant in commercial real estate, especially for industrial sites, gas stations, dry cleaners, and properties with historical manufacturing uses. Environmental liability is principally governed by the Environmental Protection Act, R.S.O. 1990, c. E.19 (“EPA”).

• The no-fault nature of EPA s.18 orders: EPA s.18 empowers the Minister to issue cleanup orders to the property owner or occupier on a no-fault basis — meaning a current owner may bear remediation liability even if they did not cause the contamination.
• Three categories of civil liability: commercial owners and occupiers face three main civil exposures: (1) enforcement of remediation orders by government; (2) claims from neighbouring owners for contamination migration; and (3) post-closing misrepresentation or breach-of-warranty claims by purchasers.
• Allocating remediation costs: remediation is typically expensive, and disputes over cost allocation, remediation standards, and methodology are frequent among affected parties.

8. Expropriation and Injurious Affection Disputes

When a government or public body expropriates commercial property for a public purpose, owners are entitled to fair compensation. Expropriation procedure and compensation standards in Ontario are set by the Expropriations Act, R.S.O. 1990, c. E.26.

• Compensation framework: under the Expropriations Act, expropriated owners are entitled to market value, injurious affection (compensation for impact on remaining land), and disturbance damages, including relocation costs and loss of business.
• Injurious affection without land taking: under s.21 of the Expropriations Act, compensation for injurious affection may be available even where no land is taken — e.g., where a public work causes noise, vibration, or access interference that damages a commercial property.
• Partial takings and access restrictions: valuation in partial taking cases is often contested. Access reduction and construction interference caused by public works can also be compensable.

9. Relief-Based Disputes

Depending on the nature of a dispute, parties may seek different types of court-ordered relief. Three remedies are particularly important in commercial real estate litigation:

• Relief from forfeiture: under s.98 of the Courts of Justice Act, R.S.O. 1990, c. C.43, the court may grant relief from forfeiture in commercial leasing and mortgage default contexts, preventing forfeiture for technical or minor breaches. The court weighs the nature and severity of the breach, conduct of the parties, and the consequences of forfeiture.
• Specific performance: because each property is legally treated as unique, specific performance is a core remedy in commercial purchase and sale disputes — money damages are often inadequate. The court can compel the defaulting party to complete the transaction.
• Injunctions: available in many commercial real estate scenarios — blocking access obstruction, restraining easement interference, reversing wrongful lockouts, and enforcing restrictive covenants. In urgent cases, interlocutory and even ex parte injunctions may be available.