Cavanagh

The applicants brought an application to appoint an independent firm of chartered accountants to resolve disputes over an earn-out calculation under a share purchase agreement.

The respondent opposed, arguing the disputes involved questions of contractual interpretation that must be decided by the courts, and brought a cross-application for a declaration to that effect.

The court interpreted the dispute resolution clause and concluded that the parties intended for any unresolved matters in dispute, including those requiring contractual interpretation, to be referred to the independent firm acting as an expert.

The applicants' application was granted and the respondent's cross-application was dismissed.

The Penfound Parties moved to lift a permanent stay of their claims and counterclaims, which had been imposed after they improperly accessed the Sprott Parties' privileged documents.

They sought the appointment of a litigation receiver and manager, arguing this constituted a material change in circumstances that would detoxify the litigation.

The court dismissed the motion, finding that the proposed remedy was not a new circumstance but an argument that could have been raised during the original stay motion.

The court held that issue estoppel precluded relitigating the appropriate remedy, and regardless, a receiver could not effectively cure the prejudice caused by the moving parties' knowledge of privileged information.

The plaintiff real estate brokerage commenced an action against the defendants, including a court-appointed receiver, for unpaid commissions related to the sale of a property.

The receiver and the debtor company moved to stay the action pursuant to the receivership Appointment Order, while the plaintiff moved to lift the stay.

The court found that the plaintiff's claims for breach of contract and breach of fiduciary duty, based on an email exchange regarding a draft commission agreement, were not frivolous or vexatious.

Balancing the relative prejudice to the parties, the court lifted the stay of proceedings to allow the plaintiff's action to continue.

Preliminary motions regarding the evidentiary record were decided in favour of the receiver.

The respondent sought costs on a partial indemnity scale after successfully defending an application to wind up the company.

The applicant argued for no costs or reduced costs, citing the respondent's failure to upload a Bill of Costs in advance and claiming the fees were excessive.

The court found the respondent's claimed costs to be fair and reasonable, noting the application's importance and moderate complexity, and that the applicant's own costs were comparable.

The court fixed costs payable by the applicant to the respondent in the amount of $142,890.01.

The plaintiffs sought costs following the dismissal of the defendants' motion to vacate a Mareva injunction.

The plaintiffs sought costs on a substantial indemnity scale, alleging egregious conduct by the defendants, including a multi-year fraudulent scheme.

The court declined to award substantial indemnity costs as the claims had not been finally adjudicated.

The court awarded costs on a partial indemnity scale, including the costs of the initial motion made without notice, as those materials were necessary for the de novo hearing.

Costs were fixed at $200,000, payable within 30 days.

Following the dismissal of the plaintiffs' action at trial, the defendant sought costs on a full indemnity scale pursuant to a contractual provision in the parties' agreement.

The plaintiffs argued that the provision did not apply to declaratory relief and did not explicitly state 'full indemnity'.

The court held that the contractual language allowing recovery of 'all reasonable costs' entitled the defendant to full indemnity costs.

However, the court declined to award costs for the defendant's U.S. counsel, finding their involvement was not reasonably required for the Ontario litigation.

The court awarded the defendant its Canadian counsel's fees and disbursements in full, totaling $2,192,609.12, finding the amount reasonable and proportionate given the high stakes of the commercial dispute.

The plaintiff, a senior executive at RBC, was dismissed following an investigation into his financial dealings with a subordinate.

He sued for wrongful dismissal, claiming entitlement to 24 months' reasonable notice under Ontario common law.

RBC argued the employment contract was governed by UK law, which limited notice to 12 weeks, and alternatively pleaded after-acquired cause based on the plaintiff's dishonesty during the investigation.

The court held that UK law governed the contract and the plaintiff had received his contractual notice.

Furthermore, the court found that RBC had established after-acquired cause because the plaintiff deliberately withheld material information about his real estate investments with the subordinate during the investigation.

The plaintiff's claim was dismissed, save for unpaid vested compensation, and RBC's counterclaim for mistaken tax overpayments was allowed.

The defendants in two related oppression actions brought a motion to compel the plaintiffs to re-attend examinations for discovery to answer refused questions and to produce a solicitor's file.

The defendants also sought leave to examine a non-party.

The refused questions related to the plaintiffs' consultations with lawyers, which the defendants argued were relevant to their limitation period defence and discoverability.

The court dismissed the motion, finding that the requested information and files were protected by solicitor-client privilege, which had not been waived, and were not relevant to the discoverability issue since the consultations occurred within the two-year limitation period.

The request to examine the non-party was also dismissed as the communications were privileged.

The applicant, a dissenting shareholder, sought a declaration that he owned 900,000 shares in a junior mining company prior to its amalgamation, and an order fixing the fair value of those shares.

The respondent argued the applicant's shareholdings were limited by an Anti-Dilution Agreement.

The court found the applicant was the registered holder of 900,000 shares and had a statutory right to dissent under s. 185 of the OBCA, unconstrained by the contractual agreement for the purpose of valuation.

The court fixed the fair value of the shares at $0.07 per share based on expert evidence of comparable junior mining companies.

The applicant's claim for oppression was dismissed.

The applicant, a co-founder and former CTO of the respondent technology company, brought an application to wind up the company under section 207 of the Business Corporations Act.

The applicant alleged the company could not continue its business due to its liabilities and that a breakdown in the relationship between the founders made it just and equitable to wind up the company.

The court dismissed the application, finding the company had recently raised significant capital and was not insolvent.

The court also held that while there was a breakdown of trust, the company was not a two-person partnership, and winding up was not a just and equitable remedy given the presence of other investors and employees.

The plaintiff, an auction business, brought an action for defamation against the Crown Defendants and the Better Business Bureau (BBB) regarding statements made about the plaintiff's relationship with the federal government in selling seized gemstones.

The defendants brought motions to dismiss the action under the anti-SLAPP provisions of s. 137.1 of the Courts of Justice Act.

The court found that the statements related to matters of public interest.

The court concluded that the plaintiff failed to show its claims had substantial merit against the Crown Defendants, failed to show the defendants had no valid defences (including qualified privilege and justification), and failed to establish that the harm it suffered outweighed the public interest in protecting the defendants' expressions.

The motions were granted and the action was dismissed.

The plaintiff, an elderly passenger using a walker, brought a negligence action against the transit commission and its bus driver after she fell while exiting a bus.

She alleged the driver breached the standard of care by failing to deploy a ramp or move the bus closer to the curb.

The court reviewed video evidence and testimony, finding that the driver had stopped a normal distance from the curb and kneeled the bus according to standard practice.

The court concluded the plaintiff failed to establish a prima facie case of negligence, and the action was dismissed.

The plaintiff and third-party father sued the defendant sons for repayment of alleged oral loans totaling $248,000 used to purchase a condominium.

The sons counterclaimed for unpaid wages, alleging the payments were actually 'banked' wages from their employment at the father's companies, and sought punitive damages for the father's conduct.

The court dismissed the loan claims, finding the payments were indeed banked wages.

The court allowed the sons' counterclaim for unpaid wages, finding the father personally liable as a common employer.

The court also awarded $75,000 in punitive damages to each son due to the father's reprehensible conduct, including withholding wages, spoliation of employment records, and maintaining a false narrative throughout the litigation.

The plaintiff, a former Toronto police officer, sued the defendants for malicious prosecution, negligent investigation, misfeasance in public office, intentional infliction of emotional distress, and Charter breaches following his arrest and prosecution for corruption and other offences.

The criminal charges were ultimately stayed or withdrawn.

The court dismissed the action, finding that the plaintiff failed to prove the absence of reasonable and probable grounds for the charges, which was fatal to the malicious prosecution and negligent investigation claims.

The court also found no evidence of malice, deliberate unlawful conduct intended to harm, or conduct calculated to cause mental suffering.

The claim for Charter damages was also dismissed.

The applicant sought costs of $10,000 on a partial indemnity scale for a motion regarding funds removed from a law firm's trust account.

The respondent sought costs of $74,940.75 on a substantial indemnity scale, claiming success on the motion.

The court found mixed success, as the applicant's motion prompted the return of $68,544.90 to the trust account, but the applicant was unsuccessful on the balance of the motion.

The court made no order as to costs for either the motion or the cross-motion.

Following the dismissal of a motion brought by Money Gate Corporation, the successful responding parties sought costs. 2399029 Ontario Inc. and World Corporation Inc. sought substantial indemnity costs of $185,687.19 due to unsubstantiated allegations of fraud, which Money Gate Corporation did not dispute in principle but argued were inflated.

The court reduced the claimed amount due to unnecessary work and fixed costs at $160,000 on a substantial indemnity scale.

Curah Capital Corporation was awarded its requested $12,024 on a partial indemnity scale.

Three related applications were brought concerning shareholder disputes in three closely held corporations operating as insurance brokerages and an investment holding company.

The applicants sought declarations of oppression and various remedial orders, including share buyouts and winding up.

The court dismissed all claims of oppression, finding no conduct that violated reasonable expectations.

However, the court found that the shareholders of two of the operating companies were hopelessly deadlocked and unable to work together.

Consequently, the court ordered the winding up of those two companies under the just and equitable ground of the Business Corporations Act, while dismissing the request to wind up the investment holding company.

The plaintiff brought a motion for the return of computer files and devices from its former Chief Operating Officer.

The parties agreed to appoint an Independent Solicitor to review the files for privilege.

After the Independent Solicitor's report was released, the defendants eventually returned the non-privileged files and the laptop, settling the motion.

The court determined that the plaintiff was the successful party and awarded costs, but reduced the amount claimed because the parties had acted in good faith to agree on the review process.

The costs of the Independent Solicitor were ordered to be shared equally.

Following the dismissal of the moving parties' motion for a certificate of pending litigation, both parties sought costs.

The moving parties argued they were substantially successful because the dismissal was conditional on an undertaking offered by the responding parties.

The court rejected this argument, noting the moving parties chose to proceed with the motion after the undertaking was offered.

The court awarded costs to the successful responding parties on a partial indemnity scale in the amount of $86,739.59.

The plaintiffs' motion for interlocutory injunctive relief and a certificate of pending litigation was dismissed.

The defendants and non-party Project Companies sought costs.

The plaintiffs opposed an award of costs or argued for a reduced amount, but failed to provide their own costs outline.

The court rejected the plaintiffs' arguments to deny costs or defer them to the trial judge.

Applying the principle that an attack on costs without providing one's own dockets is an 'attack in the air,' the court found the claimed amounts reasonable and awarded partial indemnity costs of $65,000 to the defendants and $39,000 to the Project Companies.