Executive Summary: Key Legal and Evidentiary Issues

• The Divisional Court dismissed Land Design Inc.'s application for judicial review of two decisions disqualifying it from a Request for Proposal process tied to the Ontario Place redevelopment.
   
• Infrastructure Ontario disqualified LANDinc after concluding that a visit by the Premier and a Minister to LANDinc's offices breached an RFP provision barring contact with elected officials.
   
• Jurisdiction turned on whether the impugned decisions carried a sufficiently "public" character under the factors set out in Air Canada v. Toronto Port Authority, which the court found were satisfied given the scale of the project and the integrity concerns raised.
   
• Reasonableness governed review of the substantive findings, while no standard of review applies to questions of procedural fairness.
   
• LANDinc's claim that an earlier meeting with IO staff created a legitimate expectation the Premier's visit was permissible was rejected as unsupported on the facts and in law.
   
• Alternative contractual claims raised by LANDinc fell outside the Divisional Court's jurisdiction and were left open for pursuit, if at all, in the Superior Court of Justice.
   

Facts of the case

Land Design Inc. ("LANDinc"), a landscape architecture and design firm, had previously performed design work on the redevelopment of Ontario Place, including creating a three-dimensional model of the proposed project (the "3D model"). On May 4, 2026, Ontario Infrastructure and Lands Corporation ("IO"), operating as Infrastructure Ontario, issued a Request for Proposals ("RFP") to procure construction administration services for the redevelopment. LANDinc entered the RFP process on May 5, 2026. On May 11, a junior LANDinc employee met the Premier of Ontario at an event and mentioned the 3D model; the Premier expressed interest, and the employee subsequently arranged a visit. On May 26, 2026, the Premier and Ontario's Minister of Tourism visited LANDinc's offices, viewed the 3D model, and held discussions with LANDinc personnel (the "Visit"). IO learned of the Visit on May 28 and, by letter dated May 29, advised LANDinc that the Visit might contravene the RFP and could result in disqualification. LANDinc replied by letter dated May 30, 2026. By letter dated June 11, 2026, IO concluded that LANDinc had breached the RFP and disqualified it from the process (the "Decision"). LANDinc sought reconsideration on June 15, 2026, and IO confirmed the disqualification by letter dated June 17, 2026 (the "Reconsideration Decision"). LANDinc commenced an application for judicial review on June 24, 2026, which was heard on an expedited basis on July 24, 2026. The Attorney General of Ontario intervened as of right to address the jurisdictional issue.

Policy and legislative provisions at issue

Section 3.6(1) of the RFP prohibits respondents, team members, and their advisors, employees, and representatives from engaging in political or other lobbying of any kind to influence the RFP outcome. Section 3.6(2) further bars contact, direct or indirect, with enumerated persons on matters related to the RFP process, including, under subsection (d), employees or representatives of Infrastructure Ontario (other than the designated contact person), the Ministry of Infrastructure, or the Premier's office or Cabinet office, and, under subsection (e), any Member of Provincial Parliament, including the Premier, or their staff. Section 7.3(1)(b) of the RFP gives IO discretion to disqualify a respondent or reject a proposal where there has been attempted or actual contact with a person specified in section 3.6(2). The application also engaged section 2(1) of the Judicial Review Procedure Act, RSO 1990, c. J.1 ("JRPA"), which defines the Divisional Court's jurisdiction to hear applications for judicial review, and section 9(4) of the JRPA, under which the Attorney General of Ontario intervened as of right.

Reasoning and analysis

The court first addressed jurisdiction, noting that the Divisional Court is a statutory court with no inherent jurisdiction and that jurisdiction cannot be conferred by the parties' consent or non-opposition. Applying the factors from Air Canada v. Toronto Port Authority, 2011 FCA 437, the court found the impugned decisions had a sufficiently public character to ground judicial review, pointing to the scale and public profile of the Ontario Place project, the substantial value of the services contract, the mix of factual and legal determinations underlying the disqualification, and the RFP's aim of preventing an appearance of political interference in public procurement. The court emphasized that the size and cost of a project alone would not be enough to ground jurisdiction, but that these factors combined with concerns about the integrity of the procurement process met the threshold.

On standard of review, the court applied the presumptive reasonableness standard from Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65, to the substantive findings, while confirming that no standard of review applies to questions of procedural fairness. The court rejected LANDinc's submission that the decision should be reviewed for correctness on the basis that it involved a "duty of fairness," finding that LANDinc's fairness argument was, in substance, a challenge to the reasonableness of a substantive outcome rather than to the fairness of the process followed.

Turning to the merits, the court found IO's conclusion that the Visit contravened RFP section 3.6(2) to be reasonable. It rejected LANDinc's argument that an earlier, informal meeting with IO personnel on May 6, 2026, created a legitimate expectation that the Visit would not breach the RFP, noting that the doctrine of legitimate expectations concerns procedural representations rather than substantive outcomes, and that IO had reasonably distinguished the Visit from the earlier meeting because the Visit arose from a LANDinc employee leveraging prior incumbent work to secure access to the Premier and the Minister. The court also rejected LANDinc's argument that IO's investigation was inadequate, finding that IO had a sufficient factual basis, largely undisputed by LANDinc, to conclude that contact had occurred and that little turned on which party had "initiated" that contact.

On the duty of fairness, the court held that IO owed a duty of even-handed enforcement to all respondents, not to LANDinc alone, and that LANDinc had been given adequate notice and opportunity to respond both before the Decision and in its reconsideration request. The court characterized LANDinc's complaint about differential treatment of the May 6th meeting versus the Visit as a substantive rather than procedural fairness issue, and found IO's distinction between the two reasonable. The court further found the disqualification decision itself reasonable, given the appearance of unfair advantage created by an incumbent contractor's employee arranging access to senior political figures during an active RFP process, and given the RFP's express authorization of disqualification for prohibited contact.

Finally, the court held it lacked jurisdiction over LANDinc's alternative breach of contract claims, which fall within the jurisdiction of the Superior Court of Justice rather than the Divisional Court sitting in its review capacity. The court declined to grant interim relief or otherwise intervene to preserve those claims, noting that it assessed their merits as weak given the RFP's express negation of contractual relations during the proposal process, and that its conclusions on the reasonableness and fairness of the disqualification left little prospect of a successful contract claim in any event.

Ruling and overall outcome

The Divisional Court dismissed Land Design Inc.'s application for judicial review, finding that it had jurisdiction to hear the application, that Infrastructure Ontario's decisions to disqualify LANDinc from the RFP process were reasonable and free of any breach of the duty of fairness, and that LANDinc's alternative contractual claims fell outside the court's jurisdiction. Infrastructure Ontario was the successful party. As agreed between the parties, costs were fixed at $50,000, inclusive, payable by LANDinc to Infrastructure Ontario within thirty days, with no costs awarded for or against the Attorney General of Ontario as intervenor.