Craig Martin

The appellants appealed a trial judgment finding them liable for prospectus misrepresentation under s. 130(1) of the Securities Act.

The trial judge had held that the appellants had a continuing obligation to disclose poor intra-quarterly financial results before the closing of their initial public offering, and that their failure to do so rendered an implied representation of objective reasonableness in their financial forecast false.

The Court of Appeal allowed the appeal, holding that the Act distinguishes between material facts and material changes, and imposes no continuing obligation to disclose material facts after a prospectus receipt is issued.

The Court further held that the trial judge erred in implying a representation of objective reasonableness and in failing to apply the business judgment rule to management's assessment of the forecast.

The appellant appealed a motion judge's decision that its $4 million unliquidated damages claim for defective bottles did not qualify as a 'CCAA claim' under an April 3, 2002 Order.

The Court of Appeal dismissed the appeal, finding the motion judge's interpretation of his own order was reasonable and deserving of deference.

The Administration Fund was intended to protect suppliers who extended credit during the stay period, not to establish a preference for unliquidated damages claims.

Ardagh PLC, an unsuccessful bidder in a court-approved sale process under the CCAA, sought leave to appeal the order approving the sale of Consumers Packaging Inc.'s assets to Owens-Illinois, Inc. The Court of Appeal refused leave, noting that leave to appeal in CCAA proceedings should be granted sparingly and not where it would prejudice the restructuring.

The court also noted that an unsuccessful bidder generally lacks standing to challenge a sale approval order.

The appellants, secured creditors of a bankrupt company, sought to amend their statement of claim in an Ontario action to allege informal liquidation and improvident realization by the respondent bank.

The respondent argued these issues were res judicata due to a prior Quebec court decision involving another creditor, in which the appellants had intervened.

The Court of Appeal held that the appellants were privies to the plaintiff in the Quebec action due to their active involvement and shared interest.

Therefore, issue estoppel applied, and the appellants were bound by the Quebec court's findings.

The appeal was dismissed, the cross-appeal allowed, and the motion to amend the statement of claim was dismissed.