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On October 31, 2024, the Ontario Court of Appeal released its decision in Marketology Media Inc. v. DGA North American Inc. (2024 ONCA 799).

John Adair and Katie Glowach represented the plaintiff, Marketology Media Inc., in this unique case addressing legally insufficient reasons for judgment - unique because the plaintiff (respondent) and defendants (appellants) actually agreed that the trial judge's reasons for judgment were legally insufficient. 

At trial, the plaintiffs alleged that the defendants' transfers of funds (in and around the time the same parties were arbitrating the defendants' breach of contract) were fraudulent conveyances and oppressive because they were made for the purpose of defeating, hindering, delaying or defrauding the plaintiffs as creditors.

The trial judge held that the defendants had acted oppressively, but did so on a basis other than the fraudulent conveyance allegations pleaded by the plaintiff. As mentioned, on appeal the plaintiff and defendants actually agreed that the trial judge's reasons were deficient. They disagreed, however, on whether or not the trial judge had in fact addressed and effectively disposed of the plaintiff's fraudulent conveyance claim.

The defendants argued that the trial judge had considered and dismissed the fraudulent conveyance claim, and that her decision not to give effect to that claim should be dispositive. John and Katie were successful in convincing the Court of Appeal that the trial judge's findings were not dispositive of the fraudulent conveyance claim. Although they would have preferred the Court of Appeal to step into the shoes of the trial judge and resolve the claim in the plaintiff's favour, the Court of Appeal declined to do so and ultimately ordered a new trial. 

In rendering its decision, the Ontario Court of Appeal provides a helpful synthesis of the threshold for insufficiency of reasons, stating at paragraph 33 (citations omitted):

Reasons need not, and should not, chronicle the entire deliberative process. They are not to be an exercise in "watch me think". They must, however, chart a path from the evidence to the factual findings to the legal conclusions. They must explain not only what the decision is, but why. Reasons need not be of any particular length - the issue is quality, not quantity. Nor should they be subject to an abstract or unrealistic standard of review. The supreme Court of Canada has discouraged appellate courts from engaging in a technical search for error, or artifically parcing language used to convey a point. What is necessary is an examination as to whether the reasons, considered in the context of the entire record, show that the trial judge has "seized the substance of the matter".