Brendan Joseph Bohn

This decision addresses cross-applications between two groups of real estate investors, led by David Civiero and Grant Alexander Hood, regarding the winding up or buy-sell/shotgun disposition of their jointly held corporations.

The court grants leave to add parties, converts the applications to actions, and orders transfer and consolidation with a related Toronto action, finding that the complexity and credibility issues require a full trial.

Cortland Credit Lending Corporation sought a declaration that Final Bell Holdings International Ltd.'s constructive trust claim against the Applicants (BZAM Ltd. et al.) was subordinate to Cortland's super priority security interest and corresponding DIP Lender's Charge in a Companies' Creditors Arrangement Act (CCAA) proceeding.

Final Bell opposed, arguing for the need to prove its fraudulent misrepresentation claim.

The court granted Cortland's motion, finding Final Bell's constructive trust claim to be an impermissible collateral attack on the court's Amended and Restated Initial Order (ARIO) and an equity claim under the CCAA, which ranks behind all ordinary creditors.

The court emphasized the importance of respecting CCAA orders and the "building block" nature of restructuring proceedings.

This appeal concerned whether an order appointing an arbitrator under section 10 of the Arbitration Act, 1991, is appealable.

The appellant argued that the application judge erred in appointing the arbitrator and in not limiting the scope of the arbitration.

The respondent moved to quash the appeal, asserting that section 10(2) of the Act precludes appeals from such appointments.

The Court of Appeal held that the power to appoint an arbitrator under section 10(1)(b) applies when parties fail to agree or one party refuses to follow through on an agreement to appoint.

This interpretation is consistent with the Act's purpose of limiting court intervention and appeal rights in arbitration matters.

The court found that the application judge's order, including the determination of the arbitrator's jurisdiction, was made under section 10(1) and was therefore not appealable.

The appeal was quashed.

This decision addresses cross-motions by the plaintiffs (Hood) and defendants (Civiero) to compel answers to refused questions during examinations for discovery in a dispute over joint venture real estate projects.

The court ruled on the relevance and proportionality of various categories of questions, including those related to income, financial documents, potential witnesses, and the nature of agreements.

Key issues included the disclosure of personal expenses run through a joint company, the production of deleted text messages, and the privilege associated with the payment of legal fees.

The court also addressed requests for further discovery time, granting limited additional time to both parties with specific conditions.

BZAM Ltd. and Cortland Credit Lending Corporation brought a motion for security for costs against Final Bell Holdings International Ltd. within an ongoing CCAA proceeding.

Final Bell had initiated a claim alleging fraudulent misrepresentation against BZAM and seeking damages and equitable relief, including a constructive trust.

The court determined that Rule 56.01 of the Rules of Civil Procedure, concerning security for costs, applies to claims within CCAA proceedings, and that Cortland, as a directly affected stakeholder, was entitled to seek such security.

Finding that Final Bell was ordinarily resident outside Ontario and had insufficient assets to satisfy a costs award, the court ordered Final Bell to post security for costs in favour of BZAM ($350,000) and Cortland ($147,000).

Additionally, Final Bell was ordered to pay the costs of the motion to BZAM ($20,000) and Cortland ($8,500).

The applicant sought to appoint an independent accountant to resolve a dispute over a working capital calculation under a share purchase agreement.

The respondents argued the request was out of time and that substantive relief could not be granted at a case conference without a full evidentiary record.

The court granted the application, holding that the respondents had implicitly agreed to extend the timeline and that granting substantive relief at a case conference was a proportionate procedure given the severe delays in the civil justice system.

The plaintiffs, Grant A. Hood Holdings Inc. and Grant A. Hood, brought a motion seeking unfettered access to the books and records of Hodero Holdings Ltd. and Cade Management Ltd., including real-time online access to QuickBooks, source documents, and the Hodero email server, as well as further affidavits of documents from the defendants.

The court granted real-time QuickBooks access with shared costs, allowed on-site inspection of hard copy source documents with shared conversion costs, but denied broad access to the Hodero email server, finding no legitimate business need and that the request was disproportionate.

The court also denied immediate orders for further affidavits of documents and cross-examination on them, emphasizing ongoing disclosure obligations.

Portions of an affidavit related to arbitration confidentiality were struck.