Cory A. Gilmore

The applicant, founder and former CEO of a technology startup, sought an oppression remedy against the majority shareholder and its principals.

The respondents had unilaterally suspended the applicant from his roles as President, CEO, and Director, and removed him from operational control, alleging financial improprieties.

The court found that the respondents' actions breached the applicant's reasonable expectations under the Unanimous Shareholders' Agreement and Employment Agreement, constituting oppression.

The court granted the applicant six months of sole operational control to refinance the company's debt and buy out the majority shareholder.

The applicant brought a motion to strike the respondent's affidavit evidence due to misconduct during a virtual cross-examination.

The applicant alleged that the respondent's wife and son were in the room off-camera, coaching the respondent with hand and facial gestures.

The court accepted the evidence of the independent interpreter, who confirmed the presence and coaching by the family members.

Finding this to be a deliberate abuse of process that tainted the entire testimony, the court struck the respondent's affidavit.

The plaintiff, acting through her litigation guardian, brought a motion for an order approving the sale of a property and preserving the net sale proceeds in trust pending further court order.

The defendants opposed the preservation of funds, seeking immediate payout.

The court found that there was a serious issue to be tried regarding the plaintiff's capacity at the time of previous property transfers and the validity of a trust declaration.

Given the defendants' breach of an undertaking and the risk of dissipation of funds, the court granted the preservation order under Rules 45.01 and 45.02 of the Rules of Civil Procedure, ordering the sale proceeds to be held in trust.

The applicant sought a declaration regarding the interpretation of a credit agreement and warrant certificate.

The applicant argued that the respondent could only exercise its share purchase warrants upon a liquidity event or additional security issuance.

The respondent argued the warrants could be exercised at any time.

The court applied principles of commercial contract interpretation, finding that the preamble clearly allowed exercise at any time and that restricting exercise to triggering events would lead to a commercial absurdity given the risk the respondent assumed.

The application was dismissed.

The plaintiff sued former business partners over promissory notes said to evidence unmatched contributions and direct loans made during the start-up and operation of a food manufacturing business.

The defendants alleged the notes and shareholder agreement were forged, but the court preferred the plaintiff’s evidence, rejected the defendants’ credibility, accepted the plaintiff’s forensic handwriting expert, and gave no weight to the defence expert report for both procedural and substantive reasons.

Applying the Bills of Exchange Act and Interest Act, the court held the notes were valid promissory notes supported by antecedent debt and forbearance, subject to set-off for one defendant’s proven capital contribution.

Punitive damages were refused, with the court holding that litigation misconduct and disclosure failures could be addressed in costs.

The applicant, an incumbent biomedical waste disposal provider, challenged the award of a new primary supplier contract to a competitor.

The applicant alleged that the respondents engaged in bid repair and breached their duty of fairness by allowing the competitor to delay the implementation of services and assisting them with regulatory approvals post-award.

The court dismissed the application, finding that the duty of fairness to unsuccessful bidders ended once the contract was awarded, and that the post-award communications were operational in nature and did not constitute bid repair.

The court also rejected the argument that the respondents had irrevocably elected the applicant as the primary supplier by utilizing their services during the transition period.

The moving party, executor of an estate in Saskatchewan, brought a motion to stay or dismiss an application in Ontario regarding a Locked-in Retirement Account (LIRA) on the basis of jurisdiction.

The responding party, the deceased's former spouse residing in Ontario, sought a declaration that she was the designated beneficiary of the LIRA held by CIBC.

The court applied the Van Breda test and found that Ontario had jurisdiction simpliciter because the contract was located in Ontario, the executor lived in Ontario, and CIBC's head office was in Ontario.

The court also declined to find that Saskatchewan was a more appropriate forum, dismissing the motion and awarding costs to the responding party.

The Estate Trustee During Litigation (ETDL) brought a motion to sell the estate's sole significant asset, a residential property, prior to trial.

The respondent, who resided in the property and claimed ownership under a disputed codicil, opposed the sale.

The court granted the motion, finding that the respondent had failed to comply with previous court orders regarding carrying costs and disclosure, had maximized the property's line of credit, and that the ETDL required estate funds to protect the asset and advance the litigation.

The tenant brought a motion for various relief against the landlord, including setting aside a distress sale and lease termination, and seeking relief from paying rent during COVID-19 lockdowns.

The court previously granted the tenant's requests regarding the termination and distress sale but required the tenant to pay post-NOI rent.

On the issue of costs, both parties sought costs.

The court found that success was divided and, given the tenant's continued significant default in rent payments, ordered that no costs be payable by either party.

The defendants brought a motion for a mandatory interim injunction to enforce indemnity agreements and require the plaintiffs to advance funding for their legal expenses.

The court found that the Cytrynbaum jurisprudence did not apply because the motion sought a mandatory injunction against an individual and a corporation, rather than a final determination under the CBCA.

The court dismissed the motion, holding that the defendants failed to establish a strong prima facie case due to concerns about conflicts of interest and lack of independent legal advice in the drafting of the indemnity agreements.

The court also found no irreparable harm, as any harm could be quantified in monetary terms.

The tenant filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act.

The landlord attempted to terminate the commercial lease for non-payment of post-NOI rent and claimed to have completed a distress sale of the tenant's chattels just prior to the NOI filing.

The tenant brought a motion to set aside the lease termination and the distraint, and sought relief from paying rent during the COVID-19 shutdown.

The court set aside the lease termination, finding the landlord acted precipitously without giving the tenant reasonable time to deliver promised rent cheques.

The court also set aside the distraint, finding the sale was not completed prior to the NOI and did not comply with the Commercial Tenancies Act.

However, the court held the tenant was not relieved from paying post-NOI rent due to the pandemic shutdown.

The moving party defendants brought a Rule 21 motion to strike the plaintiff's claims for oppression and breach of fiduciary duty on the basis that they were statute-barred.

The plaintiff argued that the claims were not statute-barred and that a Rule 21 motion was inappropriate for determining limitation issues.

The court found that the plaintiff discovered the factual foundation for its claims in the fall of 2017 during related estate litigation, but did not commence the action until December 2019, beyond the two-year limitation period.

The court held that this was a rare case where discoverability was not in issue, making a Rule 21 motion appropriate.

The motion was granted and the statement of claim was struck.

The moving party defendants sought an interlocutory injunction to restrain the plaintiffs/defendants by counterclaim from competing, soliciting vendors, and using their brand, as well as orders to unfreeze a bank account and provide an accounting.

The dispute arose from a complex business arrangement and subsequent breakdown between the parties involving the transfer of a medical aesthetics business.

The court granted the injunction against the principal plaintiff and his related entities, finding a strong prima facie case of breach of a negative covenant and irreparable harm, but declined to grant the injunction against former employees who had been terminated.

The court also ordered the unfreezing of the bank account and an accounting.

The plaintiff brought a motion to enforce its contractual rights following a $5 million default on bearer bonds issued for a renewable energy project in Poland.

The plaintiff sought to terminate the Administration Agreement and assume the role of Administrator of the Trust.

The court found that final relief could not be granted on an interlocutory motion due to credibility issues requiring a trial.

However, the court granted a temporary mandatory injunction allowing the plaintiff to assume the Administrator's duties pending trial, finding a strong prima facie case of default, irreparable harm, and a balance of convenience favoring the plaintiff.

In a bankruptcy proposal proceeding, the fourth mortgagee brought a motion for a vesting order to purchase the debtor's property, while a competing purchaser brought a cross-motion to set aside a previous vesting order on the basis of lack of notice.

The court found that the competing purchaser had been unfairly deprived of notice and the opportunity to participate in the hearing.

The court terminated all previous agreements of purchase and sale and ordered a new confidential bidding process to ensure fairness.

The applicant licensor sought declarations that the respondent licensee breached a License Agreement, Sublease, and Loan Agreement for a cannabis retail store, justifying termination.

The respondent counter-applied for a $2,000,000 Branding Fee and damages for wrongful termination.

The court found that the applicant's termination was invalid and breached the duty of good faith, as it was based on a mere expression of frustration by the respondent after being given incorrect information about loan funding.

The court ordered the applicant to pay the Branding Fee, net of certain deductions, and awarded costs to the respondent.

The moving party defendant in a receivership proceeding brought a motion to compel the receiver to comply with a final order and distribute the remaining funds.

The receiver sought directions to approve additional fees and disbursements that it had mistakenly omitted before the final order was entered.

The court held that the final order subsumed the initial receivership order and could not be amended under Rule 59.06(1) of the Rules of Civil Procedure, as the error was made by the receiver, not the court, and the facts were known before the order was entered.

The moving party's motion was granted, and the receiver's request for additional fees was denied.

Torstar Corporation sought court approval for a plan of arrangement to sell all its shares to NordStar Capital LP for $0.74 per share.

The arrangement was overwhelmingly approved by shareholders.

Competing bidder CMMH and dissenting shareholder Patrick Collins objected, alleging inadequate disclosure and a flawed bidding process due to hard lock-up agreements.

The court found the arrangement had a valid business purpose, the process was conducted in good faith with professional advice, and the objections were resolved fairly.

The court emphasized the weight given to the shareholder vote and the Board's business judgment, particularly in uncertain times, and approved the arrangement.

The plaintiff sought a mandatory injunction to compel interim monthly payments of $6,500 from the defendant business, E. Corbiere & Sons Contracting, based on an alleged oral compensation agreement.

The defendants disputed the agreement and claimed the plaintiff had already received significant advances.

The court dismissed the motion, finding that the plaintiff failed to establish a strong prima facie case for the alleged oral agreement and did not demonstrate irreparable harm, as any financial loss was compensable in damages and his claims of impecuniosity were speculative.

The court also noted that the relief sought was akin to a partnership distribution not pleaded in the statement of claim.

The Appellant, Anthony Falasca, brought a motion appealing the wording of a formal Order settled before Master Jean, arguing it was inconsistent with its preamble by omitting the word "advanced" in relation to document production, leading to ambiguity.

Alternatively, Falasca sought to vary the Order pursuant to s. 187(5) of the Bankruptcy and Insolvency Act.

The creditor, Goldcourt Developments Inc., brought a cross-motion to quash the appeal on the grounds that it was out of time.

The court dismissed Goldcourt's cross-motion, finding that while an appeal on the merits would be out of time, the motion to vary the order was properly brought under s. 187(5) due to subsequently discovered facts, specifically Goldcourt's counsel misinterpreting the order's scope.

The court granted Falasca's motion, ordering the amendment of Master Jean's Order to ensure clarity regarding document production obligations.