D. Waldman

The applicant, a common shareholder in a family-owned real estate holding corporation, brought an application seeking dissent rights regarding the sale of corporate assets, an oppression remedy, and the appointment of a liquidator.

The court found that the applicant's dissent rights under the Business Corporations Act had been validly waived by a Unanimous Shareholders Agreement that granted the mother sole discretion to sell assets.

The oppression claim was dismissed as the applicant failed to establish a reasonable expectation of participation or any unfair prejudice.

However, the court ordered the appointment of an independent liquidator to wind up the corporation, finding that the current directors lacked the necessary expertise to manage the complex tax and legal implications of the liquidation.

The applicant tenant sought a declaration that it validly exercised its option to renew a commercial lease.

The respondent landlord brought a cross-application claiming the tenant was in material default for failing to pay over $60,000 in back taxes, thereby voiding the renewal option.

The court found that under the lease, taxes were included in 'Operating Costs' and required an annual reconciliation before becoming payable.

Because the landlord had not provided this reconciliation, the tenant's obligation to pay had not crystallized, meaning the tenant was not in default when it renewed the lease.

The court also ruled that the landlord's claims for taxes from 2014 and earlier were statute-barred, and that the tenant's proportionate share must be calculated based on the entire building's square footage, not just the commercial area.

The defendant brought a motion for security for costs against the corporate plaintiff in a commercial lease dispute.

The plaintiff conceded it had insufficient assets, satisfying the defendant's initial onus under Rule 56.01(1)(d).

The court found the plaintiff met the high threshold to demonstrate impecuniosity, as its sole shareholder's only income was ODSP and the business had failed.

The court also found the plaintiff's claim was not plainly devoid of merit, given evidence of alleged breaches of the lease by the defendant.

The motion for security for costs was dismissed, with costs awarded to the plaintiff in the cause.

The defendant, Impark, brought a motion to enforce an interim settlement agreement regarding the remittance of parking lot revenues by the plaintiff, Precise.

The dispute centered on whether the settlement agreement's fee deduction arrangement applied retroactively to the months of September and October 2012.

The court applied principles of contractual interpretation, considering the factual matrix and the specific language used in the agreement.

The court concluded that the future-looking language and the reference to Precise altering its 'current practice' indicated the parties intended the arrangement to apply prospectively from November onwards.

The motion was dismissed.