Cynthia L. Spry

The parties agreed not to seek any costs of the appeal motions or the appeals.

The Court of Appeal issued an endorsement reflecting this agreement, with no costs awarded.

This is an appeal and cross-appeal from a Superior Court judgment concerning an oppression remedy claim.

The appellants (defendants) challenged the trial judge's valuation of shares, award of equitable damages, refusal to admit fresh evidence, and refusal to reconsider a Rule 59 motion.

The cross-appellants (plaintiffs) challenged the trial judge's findings on fiduciary duty, the 2012 share purchase agreement, quantum of equitable damages (interest), punitive damages, and transaction structure for share repurchase.

The Court of Appeal dismissed both the appeal and the cross-appeal, upholding the trial judge's decisions on all substantive issues, including the valuation, equitable damages, and the refusal to admit fresh evidence or reconsider motions.

Both parties' requests for leave to appeal costs were also refused.

The plaintiffs brought a motion to certify a class action for settlement purposes against five settling bank defendants in a long-running price-fixing conspiracy case regarding credit card merchant discount fees.

The court found that the five requirements for certification under section 5(1) of the Class Proceedings Act, 1992 were satisfied.

The court certified the action against the settling defendants for the purpose of implementing the settlement agreement and approved the notice and plan of dissemination.

The plaintiffs moved for directions regarding motions for leave to file fresh evidence, seeking a sequencing protocol to determine whether the defendants' fresh evidence was protected by litigation privilege before disclosing their own fresh evidence.

The motion judge declined to order the proposed protocol, directing the parties to perfect their appeals and schedule an appeal management conference to determine the procedure.

The motion judge also granted the plaintiffs leave to file an over-length 54-page factum, but ordered them to pay $2,000 in costs for failing to seek permission beforehand.

Following a trial where the plaintiff successfully established oppression and was awarded approximately $4.2 million for her shares and termination damages, the court determined the costs of the action.

The plaintiff sought partial indemnity costs of over $1.4 million, while the defendants argued for significant reductions based on the plaintiff's lack of success on several discrete issues.

The court rejected a strict distributive costs approach but reduced the plaintiff's fees by 20% to reflect unsuccessful claims, and made further deductions for post-trial motions and excessive counsel.

The plaintiff was awarded $608,960 in fees and $194,933.33 in disbursements.

Following the dismissal of an appeal and motions for leave to act as representative plaintiffs by objecting class members (Home Depot and Wal-Mart), the representative plaintiffs and several defendants sought costs.

The objecting class members argued they were immune from costs under s. 31(2) of the Class Proceedings Act, 1992.

The Court of Appeal held that jurisdiction exists under ss. 14(1) and (2) to award costs against class members who unsuccessfully seek to represent the class to object to a settlement.

The court awarded costs to the moving parties, finding the delay in filing submissions was justified.

This addendum to a judgment determined the transaction structure for a court-ordered share purchase as an oppression remedy.

The individual plaintiff, Ms. Murray, a 9.1% shareholder in Pier 21, had been found to be oppressed, and the defendants were ordered to purchase her shares for $39.3 million.

Ms. Murray held her shares through a holding company (2327342 Ontario Inc.) and sought to minimize her tax liability by having the individual defendant, Mr. Star, or his holding company, purchase the shares of her holding company (Option One).

Mr. Star argued for Pier 21 to repurchase its shares from Ms. Murray's holding company for cancellation (Option Two).

The court found that Option One was not in accord with Ms. Murray's reasonable expectations, considering her prior share sales in 2012 where Pier 21 repurchased shares from her holding company for cancellation.

The court also noted that Option One would impose potential unknown liabilities and significant advisory costs on the defendants, risks not present in Option Two.

The court ordered the share purchase to proceed under Option Two, requiring Pier 21 to repurchase its shares from Ms. Murray's holding company for cancellation.

Following a trial where the defendants were ordered to repurchase the plaintiff's shares, the plaintiffs sought directions on the transaction structure to ensure tax efficiency.

The defendants argued the court lacked jurisdiction as the issue was not pleaded and the court was functus officio.

The court held it had jurisdiction under s. 241(3) of the Canada Business Corporations Act, noting the issue was raised during trial and fell within the broad remedial powers for oppression.

The court established a process for filing further evidence to resolve the transaction structure.

Class members who are not representative plaintiffs have no direct right of appeal from an order approving a settlement in a certified class action.

The Court of Appeal affirmed that the decision in Dabbs v. Sun Life Assurance Co. of Canada remains good law and has not been superseded by subsequent decisions.

A settlement approval order is neither a judgment on common issues nor a determination of aggregate damages, and therefore class members cannot seek leave to appeal under section 30(5) of the Class Proceedings Act.

Permitting individual class members to appeal settlement approvals would introduce uncertainty into settlement negotiations, undermine the authority of representative plaintiffs and class counsel, and impede the resolution of class actions.

Following a trial under the oppression remedy, both parties brought motions under Rule 59.06(1) to correct alleged errors in the court's reasons.

The court dismissed the defendants' request to remove references to a personal relationship and their claim of an arithmetic error in the fair value calculation.

The court granted the plaintiffs' motions to correct arithmetic errors, increasing the fair value of the corporation by $0.2 million and the equitable compensation awarded to $605,579.

The plaintiffs' request for compound interest was dismissed as it was not pleaded and lacked an evidentiary foundation.

A minority shareholder of the respondent company brought an application under s. 127 of the Securities Act seeking to block a going-private transaction structured as a plan of arrangement.

The applicant alleged the controlling shareholders improperly relied on the 90 percent exemption from minority approval requirements by engaging in a multi-step strategy to dilute minority interests.

The Commission dismissed the application for standing, finding that the applicant delayed in bringing the application, failed to establish a prima facie case of abusive conduct, and had adequate alternative remedies under the CBCA to address concerns regarding price and fairness.

The Canadian Hearing Society (CHS) brought a motion seeking to dismiss the application of the corporate applicant, The Campaign for the Inclusion of People who are Deaf and Hard of Hearing (the "Campaign"), for lack of standing, and to stay the application of the individual applicants, Ian Silver and Keith Golem, pending arbitration.

The court found that the Campaign was not a "complainant" under the Canada Not-for-Profit Corporations Act as it lacked a private right and reasonable expectation, and its representative authority was questionable.

The court also determined that the individual applicants' oppression claims were subject to arbitration clauses in the CHS by-laws.

Consequently, the Campaign's application was dismissed, and the Individual Applicants' application was stayed pending arbitration.

Costs were awarded to the CHS.

The defendants were successful on a motion requiring the plaintiff to post security for costs in the amount of $130,000.

The defendants subsequently sought costs of that motion on a partial indemnity basis in the amount of $26,530.69.

The court considered the factors under Rule 57.01(1), noting the complexity of the motion and the plaintiff's unsuccessful res judicata argument.

After stepping back to assess what is fair and reasonable, the court fixed the defendants' costs of the motion at $23,000 inclusive.

The plaintiff sued ten fuel providers for losses arising from fraudulent fuel card transactions.

The defendants brought motions to sever the proceedings.

The parties agreed to sever the claims against the Imperial defendants and stay the remaining claims pending the outcome of the Imperial action.

Shell brought a separate motion to stay the action against it based on a forum selection clause designating Alberta as the exclusive jurisdiction.

The court dismissed Shell's motion, finding that the policy against a multiplicity of proceedings constituted 'strong cause' to override the forum selection clause.

The plaintiff sued his investment advisors, actuaries, and lawyers for professional negligence and breach of fiduciary duty, alleging they misled him into commuting his teacher's pension to establish an Individual Pension Plan (IPP) that risked revocation by the Canada Revenue Agency.

The actuaries and lawyers brought motions for summary judgment arguing the claims were statute-barred and the plaintiff suffered no damages, while the plaintiff brought a cross-motion for summary judgment on liability.

After the plaintiff discontinued the action against all defendants except the lawyers, the court dismissed both the plaintiff's summary judgment motion and the damages branch of the lawyers' motion, finding genuine issues for trial that were not appropriate for summary determination.

The plaintiff sought costs following a successful trial in which the court found the defendants had fraudulently conveyed a property to defeat the plaintiff's family law claims.

The plaintiff sought substantial indemnity costs of $297,946.04, arguing the defendants maintained a fraudulent defence throughout the litigation and failed to accept a reasonable offer to settle.

The court agreed, finding the defendants' conduct abusive and dishonest.

The court awarded the plaintiff the full amount claimed on a substantial indemnity basis, divided equally between the two defendants.

The moving parties sought leave to appeal an interlocutory order that struck certain paragraphs of the statement of claim with leave to amend.

The moving parties argued the motions judge erred in considering the amended statement of claim, granting leave to amend, and failing to deal with the breach of fiduciary duty allegation.

The Divisional Court dismissed the motion, finding no conflicting decisions, no good reason to doubt the correctness of the order, and no issue of general or public importance.

The plaintiff sought a declaration under the Fraudulent Conveyances Act that the transfer of a residential property by his spouse to her mother was void as a fraudulent conveyance intended to defeat his potential claims arising from matrimonial proceedings.

The court examined badges of fraud including lack of consideration, secrecy of the transfer, and the close relationship between transferor and transferee.

After reviewing credibility issues and conflicting evidence, the court found the spouse was the true owner of the property and transferred it during a troubled marriage to prevent its inclusion in equalization calculations under the Family Law Act.

The court held that the plaintiff qualified as a creditor within the meaning of the statute.

The conveyance was declared null and void.

Following trial and supplementary reasons in a partnership dispute, the court determined costs and interest.

Although the plaintiffs did not succeed on every issue, including dissolution and goodwill valuation, they obtained damages and successfully defended the counterclaim, and were therefore entitled to costs.

Applying Rule 57.01(1) and proportionality, the court fixed costs at $200,000 inclusive of disbursements and taxes on a partial indemnity basis.

The court also ordered interest under s. 127(1) of the Courts of Justice Act at 4.3% from the departure date for the portion of the judgment reflecting the amount owing on departure, with exceptions for NRF payments and capital payout timing.

Following a four‑week civil trial involving wrongful dismissal, oppression claims, and counterclaims for breach of fiduciary duty and misuse of confidential information, the court determined costs.

The plaintiff’s claim for damages exceeding $1 million was dismissed, although he succeeded in establishing that he had been terminated rather than having resigned.

The defendants’ $2 million counterclaim was largely unsuccessful except for minor reimbursement of approximately $300 in expenses.

Applying s. 131 of the Courts of Justice Act and Rule 57.01 of the Rules of Civil Procedure, the court found success divided but concluded the defendants were the more successful parties overall.

Partial indemnity costs were awarded to the defendants, reduced to reflect divided success, unnecessary litigation steps, and excessive defence costs.