Enzo Carlucci

Cineplex and Cineworld entered into an Arrangement Agreement for Cineworld to acquire Cineplex for $2.8 billion.

Following the outbreak of the COVID-19 pandemic and mandated theatre closures, Cineplex deferred payments to landlords and suppliers to manage liquidity.

Cineworld terminated the agreement, alleging Cineplex breached the ordinary course covenant.

The court found that Cineplex's cash management measures were commercially reasonable and did not breach the agreement, noting that the pandemic risk was allocated to Cineworld under the Material Adverse Effect clause.

Cineworld's termination was a repudiation, and Cineplex was awarded $1.24 billion in damages for lost synergies and transaction costs.

The plaintiffs sued their former law firm and former in-house counsel for professional negligence and breach of fiduciary duty arising from a commercial transaction and subsequent settlement.

The court found that the former in-house counsel breached his fiduciary duty by acting for the opposing party at a mediation, and that the law firm breached its standard of care by failing to warn the plaintiffs of this conflict.

The court also found the law firm breached its fiduciary duty by obtaining an ineffective conflict waiver.

However, the court concluded that these breaches did not cause the plaintiffs' claimed business losses, as the plaintiffs would have settled regardless and suffered no loss of chance.

The court awarded nominal damages of $2,000.

Following a lengthy high-net-worth family and trust trial, the court passed the family trust accounts and dismissed objections alleging that the trustee owed additional sums to the trust or that the trust held an equity interest in the payor's operating company.

Although the trustee had breached fiduciary duties by commingling funds and failing to maintain proper records, the court found the beneficiaries had received benefits exceeding the trust corpus and limited the remedy to a personal costs order against the trustee for the passing of accounts.

The court fixed disputed valuation issues for equalization, including the matrimonial home, cottage, boats, motorcycle, and the payor's business interests, rejected unequal division under s. 5(6) of the Family Law Act, and ordered an equalization payment with prejudgment interest.

Applying the Divorce Act and Child Support Guidelines, the court set the recipient's investment-based income, fixed the payor's support income at $5.9 million, ordered indefinite spousal support of $125,000 per month, and awarded limited summer child support for the youngest child.