David Ezra Lederman

Ryerson Futures Inc. brought a Rule 21 motion to strike the oppression claim against it for failure to disclose a reasonable cause of action.

The plaintiff alleged that minority shareholders orchestrated his termination and the undervalued sale of company assets through a shareholders' agreement mechanism.

The court found that the pleadings disclosed no viable oppression claim against Ryerson, as it had no active role in the termination, lacked voting power to prevent the shareholder resolution, and its consent to the transaction was irrelevant.

The court granted leave to amend within 20 days, with costs awarded to Ryerson.

NorthStar Earth & Space Inc. sought an urgent interlocutory injunction against Spire Global Subsidiary, Inc. to prevent the deorbiting or decommissioning of three failed satellites and the termination of image downloading services.

NorthStar argued these interim measures were necessary pending an arbitration concerning Spire's alleged breaches of a Constellation Services Framework Agreement.

The court granted the injunction, finding a reasonable possibility that NorthStar would succeed on the merits, particularly regarding Spire's anticipatory breach of its obligation to replace satellites and its obligation to continue operating the failed satellites.

The court also found NorthStar would suffer irreparable harm due to a limitation of liability clause and the irreversible nature of deorbiting, and that the balance of convenience favored granting the injunction.

NorthStar was ordered to pay a monthly fee for the continued operation of the satellites, and Spire was ordered to pay NorthStar partial indemnity costs.

The appellant, a former employee, appealed a lower court decision regarding a share purchase agreement with his former employer.

The dispute centered on interest payments, alleged breach of good faith, and repudiation of the agreement.

The application judge found no breach of good faith or repudiation, ordered payment of overdue interest, T5 form corrections, and post-judgment interest, but denied pre-judgment interest.

The Court of Appeal upheld the findings on good faith and repudiation, affirming that the employer's failure to pay some interest did not constitute repudiation as principal payments continued.

However, the Court of Appeal reversed the lower court's decision on pre-judgment interest, ordering it at the rate set out in the agreement.

This is a supplementary endorsement on costs.

The respondent sought reconsideration of a prior costs award, arguing that their Rule 49 offer to settle should have been considered.

The court declined to vary the original costs award, finding the respondent's offer lacked the necessary clarity and precision required by Rule 49.10(2) and jurisprudence.

The court also reiterated that the initial costs award was justified by the respondent's uncommunicative conduct, which necessitated the litigation and caused the applicant to incur expenses and tax issues.

The individual defendants, comprising management and major label directors of Re:Sound, brought motions under Rules 21.01(1)(b) and 25.11(c) of the Rules of Civil Procedure to strike oppression claims asserted against them personally by ACTRA Performers’ Rights Society (ACTRA PRS).

ACTRA PRS alleged that the individual defendants, through their actions and inactions, caused Re:Sound to unfairly compete with ACTRA PRS, fail to adopt proper fee policies, neglect technological enhancements for equitable royalty distribution, and inadequately enforce tariffs, all for personal gain or to benefit their nominating organizations.

The court dismissed the motions, finding that the oppression claims were sufficiently pleaded, not plain and obvious to fail, and did not constitute an abuse of process.

The court applied the two-prong test for personal liability in oppression claims, concluding that the defendants were sufficiently implicated in the alleged oppressive conduct and that personal liability could be a fit remedy.

The applicant, a former employee, brought an application seeking payment of outstanding interest and interpretation of a share purchase agreement after selling shares back to the respondent company.

The dispute arose over the method of calculating and timing of interest payments on annual installments for the shares.

The court clarified the interest calculation, ruling that interest should be calculated on the outstanding principal balance, and ordered the respondent to pay overdue interest and reissue correct tax documents.

However, the court dismissed the applicant's claims of repudiation, anticipatory breach, and breach of the duty of good faith by the respondent, finding that the respondent's conduct, while imperfect, did not amount to a fundamental breach of the agreement.

Costs were awarded to the applicant due to the respondent's failure to respond in a timely fashion, which necessitated the application.

The Court of Appeal for Ontario issued an endorsement regarding a request to vary a trial costs award.

Following a successful appeal and cross-appeal by the Respondents (plaintiffs/defendants by counterclaim), they sought to vary the trial costs award, arguing entitlement to a higher scale due to beating a Rule 49 settlement offer.

The Appellants (defendants/plaintiffs by counterclaim) opposed this request.

The Court declined to vary its decision, noting that the Respondents had not appealed or sought leave to appeal the trial costs, nor had they raised the issue in their notices of cross-appeal or in their submissions on costs.

The Court of Appeal dismissed appeals by two groups of appellants (Varma/Madra and Palihapitiya) and allowed a cross-appeal by the respondents.

The case involved corporate malfeasance, breach of fiduciary duty, breach of contract, knowing assistance, and conspiracy related to the establishment of a competing fund (Annex Fund) and the undervalued sale of a technology company (Xtreme Labs), including the concealment of an equity interest in Hatch Labs (Tinder).

The trial judge's findings of liability for damages and disgorgement were largely upheld, and the disgorgement amount was increased on cross-appeal to serve a stronger deterrent purpose.

The court affirmed that directors of a corporate general partner can owe fiduciary duties directly to a limited partnership.

The appellants built a retaining wall on a neighbour's property without a permit from the Credit Valley Conservation Authority.

The neighbour (Lorne Park Estates Association) pleaded guilty to provincial offences related to the wall.

The appellants sought to intervene in the Association's sentencing to argue against the wall's removal, but their application was dismissed by the justice of the peace.

The Superior Court dismissed their certiorari application to quash this decision.

The Court of Appeal dismissed the appeal, finding no substantial wrong or miscarriage of justice in denying intervener status, as intervention in quasi-criminal sentencing is rare and it would be unfair to allow third parties to interpose themselves against a joint submission by the Crown and accused.

The Ontario Superior Court of Justice ruled on the applicable exchange rate and prejudgment interest following a judgment where defendants were found to have breached fiduciary duties and conspired to conceal assets.

The court applied the default exchange rate under s. 121(1) of the Courts of Justice Act, which mandates conversion at the date of payment, rejecting the defendants' argument for an earlier transaction date.

The court found that a change in exchange rate alone does not constitute inequity to depart from the default rule.

Prejudgment interest was awarded on the damages and disgorgement amounts from the date the cause of action arose (August 15, 2012), at a rate of 1.3%, in accordance with s. 128(1) of the CJA, excluding punitive damages.

The defendants Chamath Palihapitiya and El Investco 1 Inc. brought a motion for summary judgment, arguing the plaintiffs lacked evidence for their claims, particularly conspiracy.

The plaintiffs opposed, asserting that the conspiracy claims against the moving parties could not be severed from claims against other defendants not party to the motion.

The court dismissed the motion, finding that granting summary judgment for a subset of defendants risked inefficiencies, conflicting findings, and multiple appeals, especially given the proximity of the trial and the intertwined factual matrix.

Following a successful application compelling production of documents, the applicant sought costs including substantial indemnity costs from the date of a Rule 49 offer to settle.

The court held that the offer contained an element of compromise and that the judgment obtained was more favourable than the offer, justifying substantial indemnity costs from the date of the offer.

The court rejected arguments that senior counsel duplication and hourly rates were unreasonable, noting that outdated cost grid guidelines were unrealistic for complex commercial litigation.

Applying a methodology of awarding 60% of actual time for partial indemnity costs and 90% for substantial indemnity costs after the offer, the court found the claimed costs fair and reasonable.

Costs of $100,000 were ordered payable solely by the general partner respondent and not reimbursable by the limited partnership.

The moving defendants sought a stay of an Ontario action on the basis that the dispute should proceed in Alberta where related litigation concerning unpaid commissions had already been commenced.

The plaintiffs relied on forum selection and governing law clauses in a merger agreement and unanimous shareholders agreement providing for Ontario law and attornment to Ontario courts.

The court held that Ontario had jurisdiction simpliciter and that the contractual forum clauses were entitled to significant weight.

The moving parties failed to demonstrate strong cause to override the forum selection clauses or establish that Alberta was clearly the more appropriate forum.

The motion for a stay based on forum non conveniens was therefore dismissed.