Aram Simovonian

The applicant, a secured creditor owed over $7 million under a promissory note, applied for the appointment of a receiver and manager over all the assets, property, and undertaking of the respondent.

The applicant's security interest was limited to a single US patent and the product resulting from working that patent.

The court dismissed the application, finding insufficient evidence to establish that it was just and convenient to appoint a receiver over the entire business, especially given the lack of information regarding the value of the secured collateral, the scope of the respondent's assets, and why a private appointment would not suffice.

The plaintiff brought a motion for leave to amend the statement of claim to add four individuals as personal defendants in an action concerning the conversion of crypto assets.

The proposed defendants opposed the motion, arguing the claims against them were statute-barred, disclosed no reasonable cause of action, and would cause non-compensable prejudice.

The court found that there was a genuine factual dispute regarding when the plaintiff discovered that the proposed defendants were acting in their personal capacities rather than as corporate representatives.

The court granted leave to amend the claim and add the defendants, holding that the discoverability issue should be resolved at trial and permitting the added defendants to plead the limitation period as a defence.

The appellant real estate agent appealed a Small Claims Court decision dismissing his claim for $14,000 in commission from the respondent buyers.

The trial judge found the parties had mutually agreed to terminate their Buyer Representation Agreement during a phone call.

The Divisional Court dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings regarding the phone call.

The court also denied the appellant's attempt to introduce fresh evidence, as the phone records were available at trial, and rejected the argument that the governing legislation required the termination to be in writing.

The plaintiff brought an action for breach of contract, breach of fiduciary duty, and unjust enrichment regarding a real estate joint venture.

The plaintiff had secured financing for the purchase of a property and was promised a 50% carried interest in the defendant corporation's share of the profits.

When the property was sold 10 years later, the defendant corporation distributed the majority of its profits to related parties, paying the plaintiff significantly less than his 50% entitlement.

The court found that the defendant breached the contract and its fiduciary duties, and that the related parties were unjustly enriched.

The court pierced the corporate veil to hold the individual defendant personally liable, awarding the plaintiff $1,297,500 in damages.

On a motion panel review, the moving party sought to overturn a single-judge order dismissing his stay and ancillary requests.

The court held the moving party failed to show any error in the finding that the appeal lacked merit and therefore failed to establish entitlement to a stay.

The court also rejected additional relief requested before the panel for lack of legal entitlement and admissible supporting evidence.

Costs were awarded to the responding party on a partial indemnity basis fixed at $1,500 inclusive of disbursements and HST.

The plaintiff sought an interlocutory injunction to reinstate him as president and co-director of a corporation following a dispute over a share purchase agreement.

The plaintiff had previously signed an irrevocable resignation as part of a settlement.

The court dismissed the motion, finding the plaintiff failed to establish a strong prima facie case to resile from his resignation, and noted he had adequate remedies under the Business Corporations Act.

The moving party, a self-represented litigant residing in California, sought an extension of time to perfect two appeals arising from a defamation default judgment and an order striking his own action as frivolous and vexatious.

The Court of Appeal applied the test for extending time, focusing on the merits of the proposed appeals.

Finding that the moving party had been properly served in the underlying proceedings and had failed to identify any reversible errors, the court concluded the appeals lacked merit.

The motion for an extension of time was denied with costs.

The appellant brought a motion seeking three forms of relief: production orders from non-parties (Google LLC and Scalzi Caplan LLP), a stay of enforcement of a defamation judgment, and disqualification of counsel.

The motion judge dismissed all three requests.

The appellant failed to establish any legal basis for the production orders under civil procedure rules, failed to demonstrate a serious question to be tried or irreparable harm for the stay, and failed to show any proper grounds for disqualifying counsel.

The court found the appellant's allegations of fraud and improper service to be unsupported by credible evidence.

The appellant, 2557904 Ontario Inc. (the stalking horse bidder), appealed a motion judge's order that dismissed the receiver's motion for an approval and vesting order (AVO) and instead approved the debtor's (1000093910 Ontario Inc.) motion to redeem a first mortgage.

The Court of Appeal found the motion judge erred by not ensuring 255 received compensation for costs thrown away and by granting provisional enforcement of the order after an appeal notice was filed.

The appeal was allowed in part, varying the order to require the debtor to pay $300,000 in compensation to 255 and setting aside the provisional execution.

The court also ordered that if the refinancing transaction does not close, the AVO for 255 will be granted.

The Court of Appeal heard motions in an appeal concerning the receivership of a debtor's property.

The appellant, a successful bidder, appealed two lower court orders that terminated its Stalking Horse Agreement and approved the debtor's refinancing transaction.

The motion judge referred several issues to a panel, including the appellant's standing and right to appeal, and whether the lower court erred in terminating the agreement and granting provisional enforcement.

The Court of Appeal continued the stay of provisional execution of the lower court orders, emphasizing the importance of maintaining the integrity of court-approved sale processes, especially given the absence of reasons from the motion judge for his initial decision.

The respondent (1000093910 Ontario Inc.) brought an urgent motion for the court to sign a draft order including a provisional execution, which was opposed by the prospective purchaser (2557904 Ontario Inc.).

The purchaser had filed an appeal and sought a stay of a prior endorsement.

The court considered the urgency due to significant daily costs and an expiring financing offer.

The court affirmed its jurisdiction under section 195 of the Bankruptcy & Insolvency Act to grant provisional execution, rejecting the purchaser's arguments that such relief was not properly requested or that jurisdiction lay solely with the Court of Appeal.

Balancing the irreparable harm, the court found that the prejudice to the applicant (Peakhill Capital Inc.), respondent, second mortgagee, and guarantors if provisional execution was not granted outweighed the harm to the purchaser.

The motion for provisional execution was granted.

The appellants appealed a Notice of Proposal to revoke their registrations as a real estate brokerage and broker under the Trust in Real Estate Services Act, 2002.

The Registrar issued the notice after discovering a $341,772.81 shortfall in the brokerage's trust account.

The Tribunal found that the appellants failed to maintain proper trust accounts, misappropriated trust funds for personal and business expenses, and breached an immediate suspension order.

Concluding that the appellants lacked financial responsibility and could not be expected to carry on business in accordance with the law and with integrity and honesty, the Tribunal dismissed the appeal and directed the Registrar to carry out the revocation.

The moving party brought a motion for leave to appeal the order of Casullo J. dated December 4, 2023.

The Divisional Court dismissed the motion for leave to appeal and awarded costs of $5,000 to the responding party.

The defendant brought a motion to set aside a default judgment in a mortgage enforcement action.

The court dismissed the motion, finding that the defendant failed to move promptly, did not adequately explain the circumstances leading to the default, and lacked an arguable defence on the merits.

The court also noted that the mortgage had matured, rendering the proposed defence largely moot.

The appellant, Bernard Drag, appealed a lower court order for specific performance of an Agreement of Purchase and Sale (APS) for a residential property.

Drag argued the APS became null and void because the home inspection condition was not waived by the contractual deadline.

The trial judge found that Drag's agent breached the contractual duty of honest performance by misrepresenting an accepted amending agreement and Drag's unavailability, which delayed and compromised the respondent's ability to deliver the waiver on time.

The Court of Appeal upheld the trial judge's finding that the respondent relied on these misrepresentations to his detriment, preventing the appellant from insisting on strict adherence to the timing condition.

The appeal was dismissed, and the order for specific performance was affirmed.

1000093910 Ontario Inc., a company in receivership, appealed the motion judge’s decision to decline hearing its cross-motion and to grant the receiver’s proposal for a public auction of its primary asset.

The cross-motion sought to vary the receivership order and enforce an earlier agreement of purchase and sale (APS).

The Court of Appeal dismissed the appeal, finding that the motion judge's discretionary decision not to hear the cross-motion was not erroneous, given the appellant's late service of materials and the low chance of success for the earlier APS.

The court also found no error in principle in the motion judge's approval of the receiver's proposed sales process, which included a "stalking horse" agreement, as it was fair, transparent, and aimed at optimizing the asset's price.

The defendant, Michael Garron Hospital (MGH), sought substantial indemnity costs for a dismissed motion brought by the plaintiffs concerning lease rights.

MGH argued for elevated costs due to alleged bad faith and an unaccepted offer to settle.

The court found no reprehensible conduct justifying substantial indemnity costs and ruled that the offer to settle did not trigger Rule 49.10 consequences for an elevated scale.

The court awarded MGH costs on a partial indemnity scale, fixing the amount at $40,000 all-inclusive, considering the motion's importance, moderate complexity, and the principle of fairness and reasonableness.

The appellants, Metro 1 Development Corporation Ltd. and its sub-tenant Athens, appealed a lower court decision that found Metro 1 in breach of a commercial lease for failing to operate a Tim Hortons restaurant and denied relief from forfeiture.

The Court of Appeal upheld the motion judge's interpretation of the lease, finding no implied term that would permit an alternative food service if a Tim Hortons franchise could not be maintained.

The court also found no error in the refusal to grant relief from forfeiture, rejecting arguments of bad faith by the respondent hospital and clarifying the scope of the duty of good faith in contract law.

The appeal was dismissed, and costs were awarded to the respondent.

This motion before the Court of Appeal for Ontario concerned whether an order made in a receivership proceeding, which approved bidding procedures and a stalking horse agreement for the sale of a property, and the motion judge's refusal to hear a cross-motion to approve an earlier agreement of purchase and sale, constituted an appealable order as of right under s. 193(c) of the Bankruptcy and Insolvency Act (BIA) or required leave under s. 193(e).

The Court applied the "operative effect" test, finding that the refusal to hear the cross-motion, despite being procedural, effectively jeopardized the property's value by depriving the Debtor of the ability to enforce a higher-value original agreement, thereby triggering the automatic right of appeal.

The motion for leave was dismissed as unnecessary, and the appeal was expedited.

The defendants brought a motion for leave to amend their Statement of Defence and Counterclaim to claim a Certificate of Pending Litigation (CPL) on a property owned by the plaintiff, and for leave to issue and register the CPL.

The parties, who are family members, were involved in a dispute over pooled funds and property investments.

The court found that while there was a triable issue regarding the defendants' claim to an interest in the property, the equities favoured the plaintiff.

The property was not unique, damages would be a satisfactory remedy, and the harm to the plaintiff in granting the CPL outweighed the harm to the defendants.

The motion to issue the CPL was dismissed.