Annecy Pang

The appellants, a real estate developer and related corporate entities, appealed a judgment granting the respondent lender $12.9 million plus interest on a defaulted commercial loan.

The appellants argued the application judge erred by failing to convert the application to an action, by conducting a credibility analysis on a paper record, and by foreclosing a defence of equitable set-off and counterclaim.

The Court of Appeal found the application judge's reasons were clear and sufficient, the documentary record amply supported the finding that no binding second amending agreement was ever reached, and credibility assessments were not necessary given the strength of the documentary evidence.

The court declined to resolve whether the enhanced fact-finding powers available under r. 20 apply to applications under r. 14, leaving that question for another day.

The appeal was dismissed and full indemnity costs of $55,000 were awarded to the respondent pursuant to the contractual costs clause in the loan agreement.

The Opposing Landlords sought costs after successfully opposing the debtor Applicants' motion to assign 25 commercial leases to a third party in a CCAA proceeding.

The court found that the dispute was a classic adversarial proceeding, entitling the successful landlords to costs.

The court awarded partial indemnity costs to the landlords, including additional costs to Ivanhoe Cambridge for opposing ipso facto relief.

However, the court deferred payment of the costs until the end of the CCAA proceeding to avoid unfairly prejudicing the secured creditors' collateral before priorities are finally determined.

In a landmark CCAA proceeding involving Hudson's Bay Company, the court declined to approve the assignment of 25 major retail department store leases across Canada to a new tenant, Ruby Liu Commercial Investment Corp., despite the transaction representing the highest bid and generating approximately $50 million in net proceeds for creditors.

The court found that the proposed assignee failed to meet the reasonableness standard under section 11.3(3) of the CCAA, particularly regarding its ability to perform the substantial and ongoing obligations under the leases.

The decision emphasizes that section 11.3 is an extraordinary power that must be exercised sparingly, and that the court must balance the interests of all stakeholders, including the contractual counterparties (landlords) who would be compelled into a long-term relationship with an untested and undercapitalized purchaser.

The court also rejected the applicants' arguments that certain lease provisions constituted ipso facto clauses violating the anti-deprivation rule and section 34 of the CCAA.

The applicants sought the winding up of two Ontario corporations (NewCo), which were equally owned by three holding companies engaged in real estate development.

The corporations were governed by a shareholder agreement requiring unanimous consent for fundamental changes and providing for dispute resolution through a Casting Voter.

The parties became deadlocked over multiple issues including the appointment of corporate counsel, the appointment of a Casting Voter, and various property development decisions.

The court found that the parties' rights, expectations, and obligations to work cooperatively had not been fulfilled, that the dispute resolution process was inoperable, and that the relationship had broken down irreparably.

The court ordered the winding up of the corporations, appointed a Sales Officer and corporate counsel, and awarded costs to the applicants.

In this CCAA proceeding, the court granted multiple orders sought by Hudson's Bay Company and related entities, including approval of lease assignment agreements with YM Inc. and Ivanhoe Cambridge, sealing of confidential bid information, extension of the stay of proceedings to October 31, 2025, and approval of the Monitor's reports and activities.

The court rejected requests for adjournment and conditional distributions, finding the lease monetization process was fair and transparent, and that the proposed transactions represent a positive development for stakeholders.

The decision addresses motions regarding the appointment of representative counsel for current and former employees and retirees of Hudson’s Bay Company ULC and related entities in ongoing Companies’ Creditors Arrangement Act (CCAA) proceedings.

The Court declined to appoint any of the nominated law firms as representative counsel at this stage, instead appointing the Honourable Herman Wilton-Siegel as an independent third party to evaluate proposals and make a recommendation.

The Court also approved amendments to the Sale and Investment Solicitation Process (SISP) to remove the company’s art and artifact collection from the SISP and to appoint Heffel Gallery Limited to conduct a separate auction for the collection, subject to further court approval of procedures.

The reasons review the legal framework for appointing representative counsel and the importance of balancing stakeholder interests in complex insolvency proceedings.

This endorsement grants a brief adjournment in the Companies’ Creditors Arrangement Act (CCAA) proceedings involving Hudson’s Bay Company ULC and related entities, following ongoing discussions between the applicants and stakeholders.

The court extends the stay of proceedings, increases the Directors’ Charge, amends the relative priorities of charges, and approves the engagement of Reflect Advisors, LLC as financial advisor.

The court finds the requested relief appropriate, unopposed, and supported by the Monitor, and orders the requested amendments to the Initial Order.

This decision resolves two related oppression applications concerning the ownership and management of a closely held family trucking and logistics business, the World Wide Group of Companies.

The court finds that, despite the corporate records, there was an oral agreement among the four principal family members (two brothers and two brothers-in-law) that they would be equal beneficial owners of the main operating company and related entities.

The court orders rectification of the share register and grants a buy-out remedy to effect a final separation of interests, given the irreparable breakdown in relationships and mutual trust.

This motion arose from a family business dispute concerning the management of World Wide Carriers Ltd. (WWC) and related companies.

The applicants sought a declaration that the respondent, Sukhdev Dhaliwal, breached a prior court order (the "October Order") by not operating WWC in the ordinary course of business, and requested extensive access to WWC's documents, premises, and electronic systems.

The court found Sukhdev breached the October Order by terminating WWC's long-standing relationship with World Wide India (WWI), a key service provider primarily owned by the applicants, and transferring that business to a new company controlled by Sukhdev.

This action was deemed outside the ordinary course of business and prejudicial to the applicants' interests.

However, the court denied the applicants' requests for physical and electronic access to WWC and most broad documentary requests, concluding that granting such relief would give them undue control contrary to previous judicial determinations.

The applicants were granted access to documents and information they would have received as directors under the Business Corporations Act (Ontario).

Due to divided success, each party was ordered to bear their own costs.

The applicants brought a motion for an interim and/or interlocutory order to restrain the respondents from exercising powers prejudicial to their interests in a family trucking business and to nullify recent corporate governance actions.

The court granted a partial injunction, restraining the respondents from acting prejudicially or outside the corporation's best interests, finding a serious question to be tried, irreparable harm, and the balance of convenience favoring this restraint.

However, the court denied the request to nullify the corporate governance actions (which removed the applicants as directors and officers), as this constituted a mandatory injunction requiring a strong prima facie case, which the applicants failed to meet regarding their shareholder status.

Sukhdev Dhaliwal remained the sole shareholder, director, and officer, subject to the imposed restraints.