Genna Wood

The Applicants, minority shareholders, sought to enforce a "shotgun" buy/sell provision in a unanimous shareholders agreement (USA) against the Respondent, the majority shareholder.

The Respondent failed to exercise his option to buy or sell within the stipulated 15-day period, arguing the Applicants' buy/sell notice was invalid due to alleged threats of mass resignation by management, bad faith, oppression, and breach of implied terms.

The court found the buy/sell notice strictly complied with the USA and rejected the Respondent's arguments, finding no evidence of unlawful threats or breaches of duty.

The court also denied the Respondent's request to convert the application into a trial and consolidate it with a separate action, emphasizing the purpose of buy/sell provisions for expeditious resolution.

The application was granted, deeming the Respondent to have accepted the offer to sell his shares.

The plaintiff, IMG Canada Limited, sued General Motors of Canada Limited and MacLaren McCann Canada Inc. for breach of an alleged oral two-year sponsorship agreement and, alternatively, for negligent misrepresentation.

IMG claimed an oral contract was formed on November 3, 2015, for Cadillac's sponsorship of Taste of Toronto 2016 and 2017.

The court found no oral agreement due to a lack of certainty of essential terms (specifically price) and no intention to create a legally binding agreement, as evidenced by ongoing negotiations and the requirement for a formal written contract.

The negligent misrepresentation claim, alleging Momentum failed to communicate Cadillac's concerns, was also dismissed because the plaintiff could not prove damages resulted from the alleged misrepresentation, as it was too late to mitigate losses by the time the misrepresentation occurred.

All claims were dismissed.

The defendants moved to strike portions of the plaintiff receiver's statement of claim under Rules 21 and 25 of the Rules of Civil Procedure.

The plaintiff alleged breach of fiduciary duty, fraud, conversion, and unjust enrichment against the first defendant, and knowing assistance and knowing receipt against the second defendant.

The court dismissed the motion regarding the first defendant, finding the material facts were adequately pleaded.

However, the court struck the claims of knowing assistance and knowing receipt against the second defendant, concluding they were bare allegations lacking the requisite material facts, but granted the plaintiff leave to amend.

The judgment creditor brought proceedings relating to continued contempt arising from the debtor’s failure to provide truthful and complete answers during examinations in aid of execution.

The debtor had previously served a 30‑day custodial sentence for contempt but continued to provide contradictory and misleading sworn evidence regarding financial dealings and transfers of funds.

The court found the debtor had repeatedly lied under oath and had not purged the contempt despite prior sanctions.

Rather than imposing additional incarceration, the court ordered that a further examination in aid of execution be conducted before a judicial officer to ensure truthful and complete disclosure of financial information.

The debtor was required to attend with all financial records and related documentation.