Benjamin G. Blay

The applicant brought a motion to enforce personal guarantees executed by the respondents, a husband and wife who were directors of the debtor corporation.

The husband did not oppose the motion.

The wife argued she was released from her guarantee due to an undisclosed material change in the principal amount of the indebtedness, lack of independent legal advice, and that the applicant had released her through its conduct during restructuring negotiations.

The court found that the guarantee explicitly allowed for changes in the amount of obligations, the wife was a sophisticated business owner who did not require independent legal advice, and the applicant had not provided an express written waiver as required by the guarantee.

The motion was granted and both respondents were found liable.

The applicant brought a motion under Rule 59.06(2) to vary a prior court order that required his companies to continue paying remuneration to the respondents pending the completion of a court-ordered share buyout.

The applicant argued that the ongoing payments caused financial hardship due to the COVID-19 pandemic and sought to terminate the payments or treat them as a set-off against the share purchase price.

The court dismissed the motion, finding that the ongoing remuneration was a foreseeable consequence of the original order requested by the applicant, and the pandemic was not a new fact that would have altered the original decision.

The applicant brought a motion for a declaration that the respondent was in contempt of an Ontario court order that recognized a Polish court order.

The underlying order required the respondent to provide the applicant with access to all books and documents of their jointly owned, now-liquidated business.

The court found that the respondent intentionally breached the clear and unequivocal order by failing to provide access to documents from the period the business was in operation.

The respondent was found in contempt and ordered to provide a complete list of documents and access to them, with the motion adjourned to allow him to purge his contempt.