Alexander Rose

The Ontario Securities Commission applied to appoint a receiver over the property of the respondents, who allegedly engaged in a fraudulent foreign exchange trading scheme.

The respondents had collected over USD $310 million in registration fees from customers who believed they were trading in a live market, when in fact they were trading in a simulated environment controlled by the respondents.

The court found a prima facie case of fraud and determined that appointing a receiver was appropriate for the due administration of Ontario securities law to manage and preserve approximately USD $90 million in frozen assets.

The defendants brought a motion to strike the plaintiff's statement of claim, which alleged oppression and breach of good faith by the individual directors and officers in relation to a share purchase agreement.

The defendants argued the plaintiff lacked standing as the conduct occurred before it became a shareholder, and that insufficient facts were pleaded to attract personal liability.

The court dismissed the motion to strike, finding the plaintiff had standing as a beneficial shareholder and that the pleadings sufficiently alleged the defendants' personal involvement and benefit.

The court also granted the plaintiff's motion to consolidate the action with a related proceeding against the corporate defendants.

The defendants brought motions to strike three related actions commenced by investors who financed movie productions.

The plaintiffs alleged breach of contract, breach of trust, gross negligence, and negligent misrepresentation against various corporate and individual defendants.

The court struck the breach of contract claims against the Nightingale defendants as there was no privity of contract.

The court also struck certain gross negligence and breach of trust claims where insufficient particulars were pleaded.

However, the court upheld the majority of the claims for breach of trust, gross negligence, and negligent misrepresentation against the individual directors, finding they were adequately pleaded.

The plaintiffs were granted leave to amend their pleadings.

The plaintiffs brought a motion to certify a proposed shareholder class action arising from the successful joint take-over bid for Baffinland Iron Mines Corporation.

The plaintiffs asserted claims for circular misrepresentation, insider trading, oppression, and unjust enrichment.

The court found that the plaintiffs met the requirements for certification under s. 5 of the Class Proceedings Act.

The court excluded compulsory acquisition security holders from the class definition but included secondary market sellers.

The court also held that the oppression claims raised common issues and that a class action was the preferable procedure.

The judgment creditor brought proceedings relating to continued contempt arising from the debtor’s failure to provide truthful and complete answers during examinations in aid of execution.

The debtor had previously served a 30‑day custodial sentence for contempt but continued to provide contradictory and misleading sworn evidence regarding financial dealings and transfers of funds.

The court found the debtor had repeatedly lied under oath and had not purged the contempt despite prior sanctions.

Rather than imposing additional incarceration, the court ordered that a further examination in aid of execution be conducted before a judicial officer to ensure truthful and complete disclosure of financial information.

The debtor was required to attend with all financial records and related documentation.

The applicant sought enforcement of prior court orders and sanctions for civil contempt arising from the respondent’s repeated failure to comply with orders requiring financial disclosure and participation in an examination in aid of execution.

The court found the respondent had repeatedly breached court orders, failed to purge her contempt despite multiple opportunities, dissipated assets contrary to a preservation order, and provided misleading or false testimony under oath regarding the disposition of funds.

Applying Rule 60.11(5) of the Rules of Civil Procedure and relevant jurisprudence, the court concluded that lesser sanctions such as suspension or fines would be ineffective.

In light of the respondent’s deliberate and continuing contempt and attempts to frustrate enforcement of a judgment debt, incarceration was found necessary to uphold the authority of the court and deter further misconduct.

The applicant brought a contempt motion arising from the respondent’s repeated failure to comply with court orders requiring financial disclosure and attendance at an examination in aid of execution.

Although the respondent attended the examination, she produced incomplete and largely irrelevant financial records and admitted to previously undisclosed transactions and misrepresentations regarding the handling of funds obtained from the applicant.

The court found that the respondent had only partially purged her contempt and remained in breach of multiple prior court orders.

While incarceration was requested, the court exercised discretion to provide one final opportunity for compliance.

The respondent was ordered to produce comprehensive banking records for herself and related corporations, disclose financial dealings with third parties, and re-attend for further examination, failing which the applicant could return to seek further penalties including possible incarceration.

Appeal from an arbitral award under s. 45(1) of the Arbitration Act, 1991 concerning a joint venture relating to mining concessions in Peru.

The arbitrator held that the appellants breached a contractual right of first offer and a trust relationship by granting a cesión minera (assignment of concession rights) to a third party without offering the opportunity to the respondents.

The court upheld the arbitrator’s finding that entering into the cesión minera triggered the right of first offer and constituted a breach of the contractual trust arrangement.

However, the court found the arbitrator erred in law by concluding that the parties’ relationship constituted a partnership giving rise to broader fiduciary duties and by crafting a remedy tied to the broader share purchase agreement rather than the cesión minera itself.

The appeal was therefore allowed in part and the matter remitted to the arbitrator to determine appropriate terms for offering the cesión minera to the respondents.