Dennis R. O'Connor

The respondent, as president and chairman of the appellant corporation, ruled at an annual shareholders' meeting that certain proxy votes could only be used to vote for the management slate of directors, based on the advice of corporate counsel.

This ruling was later overturned in court, and costs were awarded against the respondent.

The respondent sought indemnification from the corporation for his legal costs under s. 136(1) of the Ontario Business Corporations Act.

The Supreme Court of Canada held that the respondent was entitled to indemnification because he acted honestly and in good faith with a view to the best interests of the corporation, particularly by reasonably relying on the advice of corporate counsel.

The Supreme Court addressed competing claims to surplus remaining in two merged defined benefit pension plans following wind-up, and also considered the employer's entitlement to take contribution holidays from actuarial surplus.

The majority held that entitlement depends first on whether the pension fund is impressed with a trust; if so, equity governs and a power to revoke cannot be implied from a broad amendment clause.

Applying that framework, the Catalytic plan created a continuing trust that prevented the employer from appropriating termination surplus, while the Stearns plan did not create a trust and its surplus reversion provisions were enforceable as a matter of contract.

The Court further held that contribution holidays are permissible where plan wording allows actuarial discretion to take fund assets and other relevant factors into account.

The employer's appeal succeeded only on the contribution holiday issue, while the employees' cross-appeal failed on the Stearns surplus issue.

The Supreme Court addressed competing claims to surplus remaining in two merged defined benefit pension plans following wind-up, and also considered the employer's entitlement to take contribution holidays from actuarial surplus.

The majority held that entitlement depends first on whether the pension fund is impressed with a trust; if so, equity governs and a power to revoke cannot be implied from a broad amendment clause.

Applying that framework, the Catalytic plan created a continuing trust that prevented the employer from appropriating termination surplus, while the Stearns plan did not create a trust and its surplus reversion provisions were enforceable as a matter of contract.

The Court further held that contribution holidays are permissible where plan wording allows actuarial discretion to take fund assets and other relevant factors into account.

The employer's appeal succeeded only on the contribution holiday issue, while the employees' cross-appeal failed on the Stearns surplus issue.

The appellants challenged a provincial commission of inquiry into alleged dealings between named private individuals, a corporation, and public officials.

The majority held that, in pith and substance, the inquiry functioned as a substitute police investigation and preliminary inquiry into a specific Criminal Code offence, thereby intruding on Parliament's exclusive jurisdiction over criminal law and criminal procedure under s. 91(27) of the Constitution Act, 1867.

The naming of private individuals, the close mirroring of s. 121 of the Criminal Code, and the inquiry's coercive powers were found cumulatively to render the Order in Council ultra vires.

The Court therefore allowed the appeal and did not decide the remaining Charter issues.