Andrew D. Gray

The appellant corporation appealed an order requiring it to indemnify a former director for costs and fines incurred in Ontario Securities Commission proceedings.

The director had admitted to the OSC that he failed to disclose a material change regarding a disputed contract, but maintained he honestly and reasonably believed the contract was not in jeopardy.

The Court of Appeal dismissed the appeal, holding that under s. 124(3) of the Canada Business Corporations Act, the corporation bears the onus of proving the director did not act honestly and in good faith, or lacked reasonable grounds to believe his conduct was lawful.

The application judge made no error in finding the corporation failed to meet this burden.

The appellant appealed an order of the Divisional Court.

The Court of Appeal found no error in the Divisional Court's decision and agreed with the reasons given by Blair R.S.J. The appeal was dismissed with costs awarded to the respondents.

The appellant appealed a trial judgment finding that he exercised undue influence over his mother in the procurement of instruments transferring property to his son.

The majority of the Court of Appeal dismissed the appeal, holding that the trial judge's finding of physical and moral control amounting to undue influence was supported by the evidence and not undermined by the opinion of a solicitor who was not privy to all family interactions.

Abella J.A. dissented, finding that any presumption of undue influence was rebutted by the mother's evidence and the cogent evidence of her solicitor.