David R. Wingfield

The appellant, a director of a public holding company, appealed orders removing him from the board of directors and denying him indemnification for costs incurred in resisting his removal.

The application judge had previously found the appellant engaged in oppressive conduct regarding a related-party loan but temporarily allowed him to remain on the board at the pleasure of the independent directors.

When the corporation's circumstances changed, including the commencement of litigation against the majority shareholder, the application judge ordered the appellant's permanent removal.

The Court of Appeal dismissed the appeal, holding that the application judge had jurisdiction under s. 241 of the Canada Business Corporations Act to order the conditional service and subsequent removal of the director.

The Court also upheld the denial of indemnification, finding the appellant did not act in the best interests of the corporation in resisting his removal.

The moving parties sought leave to appeal an order dismissing their motion for an anti-suit injunction and staying their counterclaims in Ontario pending the resolution of parallel proceedings in Delaware and Illinois.

The court dismissed the motion for leave to appeal, finding no good reason to doubt the correctness of the motion judge's decision.

The motion judge correctly applied the Amchem test and concluded that the foreign forums were more appropriate, noting that the jurisdiction clause in the parties' agreement was not exclusive.

The moving parties brought a motion to quash the appeals of an order by Farley J. The Court of Appeal determined that the order in question was interlocutory, as it merely postponed the appellants' entitlement to proceed with their counterclaim in Ontario pending the completion of United States proceedings, rather than finally deciding any issue against them.

Consequently, the appeals were quashed.

The appellant appealed the motions judge's refusal to approve his proposal in bankruptcy.

The respondent, who became a creditor through the appellant's misappropriation of funds, opposed the proposal.

The other creditors were related to the appellant and assigned their debts to third parties after the Notice of Intention was filed, specifically to circumvent the voting restrictions in the Bankruptcy and Insolvency Act.

The Court of Appeal dismissed the appeal, finding the motions judge reasonably concluded the assignments were made to circumvent the Act.

In a winding-up of a charitable corporation facing extensive institutional abuse claims, the liquidator sought appellate clarification on whether assets allegedly held on special purpose charitable trusts were shielded from tort creditors whose claims arose elsewhere within the charity’s operations.

The court held that Canadian law recognizes no charitable immunity from tort liability and rejects any trust-fund theory that would immunize charitable assets from execution.

In the winding-up context, all assets of the charitable corporation, whether beneficially owned or held on trust for charitable purposes, were available to satisfy legitimate tort claims.

The court also struck out a paragraph of the order suggesting it was not intended to affect related British Columbia proceedings, while confirming that the British Columbia court remained free to make its own factual findings on ownership issues.