Daniel R. Dowdall

The appellant challenged the legal effectiveness of a transfer of shares in a closely held corporation by a bankrupt shareholder's trustee in bankruptcy to another corporation.

The appellant argued the transfer did not comply with share transfer restrictions.

The Court of Appeal dismissed the appeal, finding that equitable title had passed for good consideration and that any defect in the original transfer was cured by a subsequent confirming transfer by the trustee.

The appellant bank appealed a decision dismissing its motion to reappoint a trustee in bankruptcy and annulling a bankruptcy order, as well as the substantial indemnity costs awarded against it.

The Court of Appeal found no error in the trial judge's conclusion that there were no unrealized or undistributed assets under s. 41(11) of the Bankruptcy and Insolvency Act, noting the bank failed to adduce evidence that certain appraisals would have altered property valuations.

The Court also upheld the substantial indemnity costs orders, finding the trial judge acted within his discretion.

The appeal was dismissed with costs fixed at $15,000.

The appellant appealed a trial judgment regarding a security interest in crops.

The Court of Appeal found that the loan agreement expressly authorized the sale of the secured crops on a farm-to-farm basis.

Because the sale was authorized, it fell within s. 25(1) of the Personal Property Security Act, meaning the respondent took title to the crops free and clear of the security interest.

The appeal was dismissed.