Promissory Note: Can the Debtor Evade Payment by Claiming Equitable Set-Off? (ONCA: No!)

Join us for an insightful webinar as we explore the legal intricacies of promissory notes and the doctrine of equitable set-off, drawing from the recent Ontario Court of Appeal decision in Grewal v. 102095 P.E.I. Inc., 2022 ONCA 636 (CanLII). This case provides crucial lessons for business owners, legal professionals, and financial advisors involved in corporate transactions and debt enforcement.

Date: June 18, 2024
Time: 10am PT / 1pm ET
Location: ZOOM



Key Topics:

  • Case Overview: Understand the background and key details of the Grewal v. 102095 P.E.I. Inc. case, including the business arrangement, execution of the promissory note, and subsequent default on payment.
  • Legal Framework: Dive into the legal principles governing promissory notes, the Bills of Exchange Act, and the doctrine of equitable set-off.
  • Court’s Analysis: Learn about the court’s reasoning in rejecting Khaira’s defenses, including claims of hold-back and set-off, and the implications of the adverse events clause in the share purchase agreement.
  • Practical Implications: Gain insights into the practical implications for structuring business transactions, drafting promissory notes, and understanding the limits of equitable set-off in debt enforcement.


Edward Conway and Daniel Ebady are seasoned legal experts with extensive experience in corporate law and litigation, are the speakers. With a deep understanding of business transactions and debt recovery, Edward and Daniel will provide valuable guidance on navigating similar legal challenges.


  • A comprehensive understanding of the legal principles and court decisions related to promissory notes and equitable set-off.
  • Practical strategies for protecting your interests in business transactions.
  • Key considerations for drafting and enforcing promissory notes.

The Speakers:

Edward Conway, Barrister and Solicitor


  • LLB. L’universite Laval (law)
  • LLB. Dalhousie University (law)
  • M.A. Carleton Univesity (econ)
  • B.A. Memorial University (econ)

Major presentations

  • (2011) Cost-benefit analysis of Muskrat Falls financing structure:Public Ultilities Board of Newfoundland and Labrador;
  • (2014) Cost-benefit analysis of the LRT financing structure; Ottawa municipal election 2014


  • called to the bar of Ontario
  • call to the bar of Newfoundland and Labrador
  • counsel to the Speaker of the Senate of Canada
  • counsel to committees of the Senate of Canada

Areas of practice:

  • civil litigation
  • family law
  • credit litigation
  • employment law (employer and employee)
  • acted for creditors and debtors on commercial-finance issues (power of sale for mortgagees; re-organization of corporate debtors)
  • counsel to a number of corporations in Ottawa
  • incorporation and advise on corporate issues (shareholder issues, oppression)
  • confidentiality agreements, non-compete agreements and sealing orders

Daniel Ebady, Ebady Law

Daniel appears regularly before the Superior Court of Justice on the Civil and Commercial List, appellate courts such as the Divisional Court and the Court of Appeal and various tribunals.  He has also assisted on cases that were before the Supreme Court of Canada. He is trial counsel and is regularly sought by outside firms to assist or take carriage of complex files.

Daniel’s commercial litigation practice consist of shareholders disputes and oppression remedies, injunctions, creditor recoveries, complex contractual disputes, directors and officer’s fiduciary obligations and liability, fraud recovery, professional negligence and defamation.

Daniel’s diverse practice has resulted in him acting on various matters which have included mandates for mortgage lenders, insurers, bailiffs, leasing companies, professionals, directors and officers, contractors (and other players in construction pyramid), large franchisors and franchisees, commercial landlords and tenants, transportation companies, crown corporations, colleges, municipalities, religious associations and not-for profits.


  • University of Ottawa, Juris Doctor​
  • Called to the Bar of Ontario​ – 2021
  • Public Service Procurement Program – National Educational Consulting Inc.

Notable Representative Work:

  • ​Successfully obtained Mareva Injunction and Ancillary Norwich Reliefs against Fraudster.
  • While acting for a mortgagee successfully resisted Urgent Motion brought by borrower on a mortgage enforcement action.
  • Came on as second counsel on multiple year long shareholder dispute. Obtained favourable settlement for client.
  • Acting for a borrower regained Possession of property from mortgagee.
  • Successful on a heavily contested Summary Judgment Motion on a Mortgage Enforcement matter.
    and more…

Areas of Practice:

  • Commercial Disputes
  • Corporate and Commercial Transactions
  • Construction
  • Insolvency/Bankruptcy
  • Real Estate


Jun 18 2024


10:00 am - 11:00 am

Local Time

  • Timezone: America/Los_Angeles
  • Date: Jun 18 2024
  • Time: 10:00 am - 11:00 am

More Info


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