Charles Michael Gibson

This decision addresses the terms of a court-ordered buy-sell process between two dental practice shareholders following a deadlock.

The court determined that it would not fix the value of the dental practice for the buy-sell notice and rejected the applicant's request for a price reduction based on the respondent's role as the working dentist.

The court found that the parties' negotiated draft shareholders' agreement, which included differential non-competition provisions, adequately protected the applicant's interests.

The final buy-sell notice was approved with only the purchase prices to be inserted by each party.

This case involved an application by two dentists seeking a one-third interest in a dental corporation, damages, and remedies for alleged partnership, breach of agreement, oppression, and unjust enrichment against a third dentist and her professional corporation.

The court found no partnership existed, the agreement for the applicant to acquire shares was conditional and unfulfilled by the applicant, and there was no oppressive conduct or unjust enrichment by the respondent.

However, the court did find the dental corporation to be in a deadlock between the two remaining shareholders and ordered a buy-sell arrangement as a just and equitable remedy under the Business Corporations Act, with the court retaining jurisdiction to determine specific terms if the parties cannot agree.

The representative plaintiffs, I.P. and M.P., brought a motion for court approval to discontinue a proposed class action against the Jesuit Fathers of Upper Canada and other related entities, without costs and without notice to putative class members.

The proposed class action, initiated in 2015, alleged sexual abuse of children at the Holy Cross Mission.

The plaintiffs and 27 other putative class members had individually settled their claims outside of the class proceeding framework.

The court granted leave to discontinue the action but required the Merchant Law Group, as putative class counsel, to provide notice of the discontinuance to all putative class members, including those who had settled, through website posting, newspaper publication, and direct delivery of the reasons for decision.

The court emphasized the need for transparency and protection of vulnerable class members, noting that the individual settlements and counsel fees were not disclosed for court approval.

The appellant, Liviu Calin, appealed findings of liability for assault, battery, negligence, and breach of fiduciary duty, and the quantum of damages awarded to his twin daughters, Ilinca and Ana Calin.

The respondents cross-appealed the dismissal of their claim for intentional infliction of mental distress and the quantum of damages.

The Court of Appeal dismissed both the appeal and the cross-appeal, upholding the trial judge's factual findings, credibility assessments, and damages award, and affirming the trial judge's causation analysis regarding psychiatric conditions.

The plaintiff, 6071376 Canada Inc., sought an order to compel the defendants, 3966305 Canada Inc. and Mahmood Khedmatgozar, to disclose records to assist in the execution of a $1.19 million judgment.

The defendants had failed to provide adequate answers to undertakings and advisements from a previous judgment debtor examination.

The court granted broad disclosure orders, compelling the defendants to answer all questions, including those previously refused or taken under advisement, and to produce extensive financial records dating back to 2012, emphasizing the debtor's obligation for full and frank disclosure.

A request for immediate transfer of funds held in trust was denied due to lack of evidence.

Following a successful civil action for abuse against their father, Liviu Calin, plaintiffs Ana and Ilinca Calin sought costs of over $395,000.

The court, applying Rule 57.01 factors, found the requested costs disproportionately high given the significant disparity between the $10.15 million claimed and the $105,000 awarded.

While acknowledging the plaintiffs' success and the principles of the Victims' Bill of Rights, the court determined that the plaintiffs' pursuit of unrealistic claims, particularly for income loss and incidents in Romania, unnecessarily lengthened proceedings.

The court awarded the plaintiffs $100,000 in costs, reduced by a prior $17,000 order against them, resulting in a net payment of $83,000 from the defendant.

The plaintiff, 6071376 Canada Inc., invested 40% of the closing funds for a commercial property (the "Hull Project") in exchange for 40% of its net income and net value upon sale.

Title was held by defendant 3966305 Canada Inc., whose sole director and shareholder was defendant Mahmood Khedmatgozar.

Mahmood sold the property without the plaintiff's knowledge, using the proceeds to purchase another property, and repeatedly lied to the plaintiff about the project's status for over six years.

The court found that the defendants owed fiduciary duties to the plaintiff and that Mahmood was personally liable due to piercing the corporate veil, having used 3966305 Canada Inc. as his alter ego to misappropriate funds.

The plaintiff was awarded 40% of the Hull Project's net sale proceeds and net rental profits, plus prejudgment interest.

The defendants' limitation defence was rejected.

Mahmood was ordered to pay $200,000 in punitive damages for his outrageous and reprehensible conduct.

The plaintiff, The Roman Catholic Episcopal Corporation of Ottawa (RCECO), sued the defendant insurer, l’Assurance mutuelle de l’inter-ouest (Mutuelle), for confirmation of insurance coverage for sexual abuse claims.

Initially, RCECO sought coverage for eight pre-1976 claims, which were later found to be uncovered as Mutuelle was not licensed for public liability insurance before that period.

RCECO subsequently amended its claim to include four additional claims, three of which Mutuelle recognized.

Mutuelle brought a motion for summary judgment, but the parties settled, resulting in nine claims being dismissed and three recognized.

The sole remaining issue was costs.

Mutuelle sought partial indemnity costs, arguing greater success, while RCECO sought substantial indemnity costs, citing Mutuelle's unreasonable conduct in failing to respond to coverage inquiries.

The court acknowledged Mutuelle's greater success in dismissing claims but also noted its unreasonable conduct.

Ultimately, the court declined to award costs to either party, finding RCECO's claimed costs excessive for a settled summary judgment motion.

The respondent property owner brought a motion to stay an earlier order requiring an engineer to provide the municipality with a draft structural heritage engineering report concerning an unsafe heritage building.

Applying the test for a stay from RJR‑MacDonald, the court accepted that there was a serious issue regarding the municipality’s jurisdiction to require disclosure of the report.

However, the court found that disclosure would not cause irreparable harm because the report was not privileged and any harm would be limited to the respondent’s financial interests if remediation rather than demolition were considered.

The balance of convenience favoured the municipality and the public interest, as the city required all available information to assess safety and potential preservation of the heritage structure.

The motion for a stay was therefore refused.

Following a successful motion for declaratory and injunctive relief concerning a mutual driveway right-of-way, the successful party sought costs on a substantial indemnity basis.

The court considered the factors under Rule 57.01 of the Rules of Civil Procedure and the effect of settlement offers under Rule 49.10.

The evidence showed repeated reasonable settlement attempts by the successful party and an inflexible litigation position by the opposing party, which contributed to the need for the motion.

The court found that the result obtained was at least as favourable as the formal offer to settle and awarded partial indemnity costs to the date of the offer and substantial indemnity costs thereafter.

Costs were fixed at $20,336.52 plus HST.

The accused was acquitted at trial on a charge of indecent assault allegedly committed in 1975.

The provincial appellate court set aside the acquittal and ordered a new trial.

The Court held that the trial judge had acquitted on the basis of reasonable doubt and had made no fatal error of law by not relying on collateral evidence said to bolster the complainant's credibility.

The appeal was allowed, the new-trial order was set aside, and the acquittal was restored.

The plaintiff brought a motion seeking declarations confirming a registered right-of-way over a mutual driveway between neighbouring properties and an injunction preventing interference with that right-of-way.

The parties partially settled the issue of the existence of mutual rights-of-way.

The dispute remained regarding a barrier constructed by the defendant across the driveway which blocked access to the plaintiff’s property.

Applying the test for interlocutory injunctions from RJR‑MacDonald Inc. v. Canada (Attorney General), the court found that the barrier materially interfered with the plaintiff’s property rights and caused ongoing irreparable harm.

The balance of convenience favoured protecting the plaintiff’s recognized right-of-way, and injunctive relief was granted requiring removal of the obstruction.

Following the abandonment of a motion for leave to file evidence responding to a motion to strike portions of a statement of claim, the court determined the appropriate costs award.

The underlying action alleged defamation and abuse of public office.

The moving party argued that its motion became unnecessary after the opposing party abandoned a ground asserting the truth of the impugned statements.

The court held the motion for leave was a reasonable response to the position originally taken, but rejected the request for substantial indemnity costs as excessive.

Costs were awarded on a partial indemnity basis and reduced after review of the bill of costs.