Craig Robin Colraine

This decision concerns motions brought by Pride Group Holdings Inc. and related applicants under the Companies' Creditors Arrangement Act (CCAA) for interim relief in their restructuring proceedings.

The court addresses requests for approval of interim distributions, payment of direct costs, application of deferred payments for working capital, and approval of certain activities of the Monitor.

The court grants the requested relief, finding it necessary to maintain liquidity and continue the wind-down process, and holds that the proposed mechanisms are equitable and consistent with the CCAA’s remedial objectives.

In a CCAA proceeding, the Applicants sought three orders: approval of a factoring portfolio purchase agreement, approval for distribution of proceeds from a property sale, and permission for a creditor to sell certain vehicles.

The court approved the distribution of Chehalis property proceeds to Roynat.

For the Regions vehicles, the court granted the order allowing Regions to take possession, setting a 30-day retrieval period and approving storage costs of $35/day.

The motion for approval of the JD Factors Purchase Agreement was adjourned to a later date, as Mitsubishi HC Capital Canada Inc. objected, claiming ownership of the receivables and requiring more time to prepare its position.

In a Companies' Creditors Arrangement Act (CCAA) proceeding, the applicants sought court approval for the sale of a real property, the Monitor's reports, a revised governance protocol, and a sale and investor solicitation process (SISP) for their logistics business.

The court approved the property sale, finding it met the Soundair Principles despite not being a court-supervised process.

The Monitor's reports and activities were also approved.

The proposed SISP was approved with a minor amendment requiring the Monitor to consult directly affected secured creditors.

The Revised Governance Protocol, which included default commission rates for vehicle sales and collections, was approved as an interim measure, balancing the need for cost recovery with creditor concerns, noting that financiers could negotiate alternative rates or withhold consent to sales.

The appellant, Paccar Leasing Company Ltd., appealed a motion judge's order that Royal Bank of Canada's perfected security interest in a debtor's property prevailed over Paccar's unperfected security interest in leased commercial trucks.

Paccar argued that its "true lease" meant it retained title, giving it priority.

The Court of Appeal dismissed the appeal, affirming that the 2007 amendments to the Personal Property Security Act (PPSA) prioritize perfected security interests over common law notions of title, even for true leases, if the lessor fails to perfect their interest.

Parkdale Community Legal Services (PCLS) sought leave to intervene as a friend of the court in a motion for leave to appeal concerning an employment dispute and the enforceability of an arbitration clause under the Arbitration Act and Employment Standards Act.

The underlying appeal sought to clarify principles regarding contracting out of the ESA and the application of statutory bars to appeals.

Despite the consent of the appellant and no opposition from the respondent, the court dismissed the motion for leave to intervene, emphasizing that granting intervener status at the leave to appeal stage is a rare and extraordinary event, and PCLS had not met the high onus of establishing their contribution was necessary at this preliminary stage.

The appellants appealed a motion judge's decision granting a stay of proceedings on forum non conveniens grounds.

The motion judge had characterized the claim as one for oppression under the Canada Business Corporations Act and found that Ontario was forum non conveniens because the core dispute involved shareholders' dissatisfaction with internal management decisions of a Quebec-based company.

The appellants argued the motion judge erred by misconstruing their claim as purely oppression and failing to recognize a common law claim for fraudulent misrepresentation with connections to Ontario.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's characterization of the claim or his forum non conveniens analysis.

The Buyer (Mt.

Pleasant Roehampton Developments Limited) brought an application seeking a declaration that an Agreement of Purchase and Sale (APS) was in full force and an order for specific performance.

The Vendor (Friedrich Christof Haussmann) brought a cross-application seeking a declaration that the APS was null and void and removal of a caution registered against title.

The central dispute concerned the interpretation of the "Investigation Period" deadline in the APS, with the Buyer arguing for March 31, 2017, and the Vendor for March 29, 2017.

The court found the plain wording of the APS established the deadline as March 29, 2017, and that the Buyer failed to waive conditions by that date, rendering the APS null and void.

The Buyer's alternative arguments of estoppel by convention and mutual mistake were rejected due to a lack of shared assumption or clear misrepresentation.

Following the granting of summary judgment dismissing the action as an abuse of process, the defendants sought costs on a substantial indemnity scale.

The court had previously determined that the action constituted a collateral attack on earlier decisions of the Superior Court and the Court of Appeal and that allegations of conflict of interest and improper conduct against counsel were unsupported by evidence.

The court found that the plaintiff made serious and unfounded allegations impugning the professional integrity of a lawyer and effectively advanced a conspiracy claim without evidentiary foundation.

Given the abusive nature of the proceeding and the seriousness of the unsupported allegations, substantial indemnity costs were warranted.

Costs were awarded to the defendants in significant amounts inclusive of disbursements and taxes.

The moving parties sought summary judgment dismissing an oppression claim brought by shareholders of a corporation operating hospitality assets through related partnerships.

The responding parties alleged that refusal to appoint one shareholder as a director and unilateral management decisions constituted oppression and unfair prejudice.

The court applied the summary judgment framework articulated in Combined Air Mechanical Services v. Flesch and considered the reasonable expectations analysis for oppression claims under corporate legislation.

It held that the evidence disclosed no reasonable expectation that the shareholder would be appointed as a director and no conduct amounting to oppression.

Summary judgment was granted dismissing the claim.

The defendants brought a motion for summary judgment dismissing an action alleging misconduct related to the loss of a company’s role as general partner of hotel-related limited partnerships.

The plaintiff alleged inducing breach of contract, breach of fiduciary duty, and misappropriation of corporate opportunities after a replacement general partner associated with one defendant was elected following the winding up of the original corporate general partner.

The court held that the claims constituted a collateral attack on earlier court orders confirming the liquidation and the process for electing a new general partner, rendering the action res judicata and an abuse of process.

The court also found no evidence of wrongdoing by the defendants and no proof of damages arising from their conduct.

Summary judgment was granted and the action dismissed.