David Debenham

The defendants brought a motion to stay a construction lien action, arguing it was commenced without proper corporate authority.

The plaintiff corporation's Unanimous Shareholders Agreement required a three-director board, but the action was authorized by a single director.

The court found that the indoor management rule did not apply because the dispute involved internal corporate governance issues rather than a simple collection matter.

The court granted the motion and stayed the action until a valid resolution is passed by a properly appointed board of directors.

The plaintiff commercial tenant sought rectification of a 2008 lease to include a 5-year extension provision found in a 2007 document.

The court dismissed the claim for rectification, finding no common mistake in omitting the extension provision from the 2008 lease, as the plaintiff's principal was experienced and careful in negotiations.

However, the court found that the 2007 document remained a valid stand-alone agreement binding the parties.

The plaintiff brought an action claiming an interest in the defendants' property based on an alleged equitable mortgage arising from a loan to a third party.

The defendants brought a motion for summary judgment to dismiss the action against them.

The court granted the motion, finding no written evidence of an agreement to mortgage the property as required by section 1 of the Statute of Frauds, and no evidence that the defendants authorized the third party to mortgage their property.

The action against the defendants was dismissed.

Following a nine-day trial where the plaintiffs successfully obtained a declaration that a property transfer was a fraudulent instrument and vested a 72.97% interest in their names, the plaintiffs sought costs.

The plaintiffs had made an offer to settle that they matched or exceeded at trial.

The court rejected the defendants' arguments to depart from the general rule regarding offers to settle, finding the defendants' conduct reprehensible and negligent.

The court awarded the plaintiffs partial indemnity costs up to the date of the offer and substantial indemnity costs thereafter, payable jointly and severally by the defendants.

The plaintiffs, beneficial owners of a property, sought a declaration of ownership and a vesting order after the defendant bare trustee sold the property without their consent.

The trustee, who was subject to personal executions, signed a false affidavit stating he was not the execution debtor to complete the sale.

The court found the trustee was a 'fraudulent person' under the Land Titles Act and the transfer was a 'fraudulent instrument'.

The purchaser was not a bona fide purchaser without notice, as suspicious circumstances put him on inquiry.

The court declared the transfer void and ordered the title rectified to reflect the beneficial ownership interests.

The plaintiff moved for partial summary judgment against the individual defendants, seeking to hold them personally liable for a consent judgment previously obtained against their corporation.

The plaintiff relied on personal guarantees signed by the defendants.

The defendants argued the guarantees were invalid or limited, and sought a stay of proceedings based on an arbitration clause.

The court dismissed the request for a stay, finding it was brought too late and that the oppression claim fell outside the arbitration agreement.

The court granted summary judgment, finding the 2010 personal guarantee was a continuing guarantee that rendered the individual defendants personally liable for the corporate debt.

Following a successful summary judgment motion setting aside a fraudulent conveyance, the plaintiffs sought costs of up to $145,509.94.

The court found the claimed amounts excessive, particularly a $69,060.20 disbursement for an expert accounting report that was not relied upon or referred to during the motion.

Applying the principle that costs should be fair and reasonable for the unsuccessful party to pay, the court fixed costs at $31,000 all-inclusive, as suggested by the defendant.