Geoff R. Hall

The plaintiffs sued CIBC and Belzberg for breach of contract or negligence after a direct market access (DMA) system malfunctioned, causing significant error trades and the eventual shutdown of their hedge fund.

The court found CIBC prima facie liable, determining that Belzberg employees acted as CIBC's apparent agents when they negligently caused the malfunction.

The court rejected CIBC's broad contractual exclusion of liability for direct damages but upheld the exclusion for lost profits.

The plaintiffs were awarded direct trading losses, with no reduction for mitigation or contributory negligence, and punitive damages were denied.

Corporations defrauded by their bookkeeper through forged cheques and unauthorized payroll payments sought partial summary judgment against their bank on strict liability and negligence claims.

The motion judge granted partial summary judgment on the strict liability claim relating to cheque fraud, finding no genuine issue to be tried on the bank's business banking agreement defence or limitations defence.

The bank appealed, arguing the motion judge erred in granting partial summary judgment, misapplied the discoverability test for limitations, and erred in finding no evidence supporting the business banking agreement defence.

The Court of Appeal allowed the appeal, finding that partial summary judgment was inappropriate due to risk of overlap in evidence between the cheque fraud and payroll fraud claims, and that the motion judge misapplied the modified objective test for discoverability by conducting a purely subjective inquiry.

The respondent Fund and the appellant Manager agreed that the Fund should be liquidated and dissolved but disagreed on the liquidation process.

The motion judge ordered liquidation without appointing a court-supervised liquidator, instead allowing the Fund to proceed with its proposed process using an expert.

The Manager appealed, arguing the motion judge erred in not appointing a liquidator.

The Court of Appeal dismissed the appeal, holding that section 217 of the Canada Business Corporations Act grants courts broad discretion to make orders in connection with liquidation and dissolution, and does not mandate the appointment of a liquidator.

The motion judge's reasons were cogent and supported by the record.

Catalyst Capital Group Inc. attempted to acquire VimpelCom Ltd.'s interest in Wind Mobile Corp. but negotiations failed.

During negotiations, a junior analyst employed by Catalyst left to work for West Face Capital Inc., a member of a consortium that subsequently acquired Wind.

Catalyst sued the former employee and West Face for breach of confidence and other claims (the Moyse Action).

The trial judge dismissed the action, finding that no confidential information was communicated and that Catalyst suffered no detriment because its own refusal to agree to a break fee and its insistence on regulatory concessions made the deal impossible.

Catalyst then commenced a second action against the consortium members and others alleging breach of confidence, conspiracy, and inducing breach of contract.

The motion judge dismissed the second action as barred by issue estoppel, cause of action estoppel, and as an abuse of process.

The Court of Appeal upheld the dismissal, finding that Catalyst was attempting to relitigate factual findings from the first action and that it could have advanced all claims in the first proceeding.

The appellants purchased railway land in Niagara Falls from Canadian National Railway Company (CN) in 2008, with CN taking back a mortgage.

The appellants defaulted and CN sued.

The appellants brought a third-party action against their solicitors (McMillan LLP, Philip Thompson, and Marssa Giahi) for negligence, claiming they failed to properly advise about a Director's order under the Environmental Protection Act registered on title.

The respondents obtained summary judgment dismissing the third-party claim.

The appellants appealed, arguing the motion judge erred in applying Rule 20 principles and that genuine issues for trial existed regarding the duty of care, knowledge of the Director's order, and causation.

The Court of Appeal upheld the summary judgment, finding no negligence claim against McMillan due to lack of involvement in the final transaction, and no duty to warn Thompson and Giahi given the "as is" agreement and client's explicit instructions not to investigate environmental concerns.

The Fund brought a motion seeking payment of $1 million in deferred proceeds under a share purchase agreement and a declaration that Newbury's removal of the general partner of a limited partnership contravened a CCAA stay order.

The court granted the order for deferred proceeds, interpreting the agreement's clear language and factual matrix to mean payment was contingent only on the absence of Canadian Exit Tax, not on profit or loss from the sale of securities.

The court dismissed the request regarding the stay order, finding it did not extend to the general partner or partnership.

Costs were awarded to the Fund.

The plaintiff, a solar power installation company, sued the Ontario Power Authority (OPA) for misfeasance in public office.

The plaintiff alleged that the OPA unlawfully amended the microFIT Program rules without providing the required 90 days' notice, intentionally causing harm to the plaintiff's business.

The Superior Court of Justice dismissed the action, finding that the OPA did not engage in deliberate unlawful conduct or act with bad faith.

The court held that the OPA acted in good faith to balance ratepayer interests and implement Ministerial directives regarding renewable energy procurement.

Although the court assessed potential damages at $470,250, no liability was found.

The plaintiffs, two insurance companies (RSA/CNS), sued 2421593 Canadian Inc. (formerly Vancity Insurance Services Ltd. - VCI) and others for breach of contract.

The central issue was whether a legally enforceable contract existed for the exclusive provision of habitational insurance by RSA/CNS to VCI, and if so, whether VCI wrongfully terminated it.

The court found that the parties had entered into a legally binding agreement by September 11, 2008, for a five-year exclusive term with a two-year termination notice.

VCI breached this agreement by terminating it on September 9, 2009, without the required notice.

The court dismissed the action against Vancouver City Savings Credit Union due to lack of evidence for a conspiracy claim.

Damages for breach of contract against 2421593 Canadian Inc. are to be calculated based on a specified loss ratio and loss period.

The Canadian Imperial Bank of Commerce (CIBC) sought an interpleader order under Rule 43 of the Rules of Civil Procedure for approximately $25.7 million CAD and $69,000 USD.

These "Disputed Funds" were held in accounts related to cryptocurrency transactions facilitated by Costodian Inc. for QuadrigaCX, with some funds transferred to Jose Reyes's personal accounts.

CIBC froze the accounts due to an inability to determine the rightful entitlement among 388 depositors, Costodian, Reyes, Billerfy, and QuadrigaCX, and concerns about money laundering.

The respondents opposed the application, arguing there were no competing claims.

The court found a real foundation for competing claims, both among the respondents themselves and from the depositors, particularly noting the refusal of QuadrigaCX's CEO to confirm if depositors' online wallets had been credited.

The interpleader order was granted, directing the funds to be paid into court, but the court declined to extinguish CIBC's potential liability for its actions in freezing the accounts.

The appellant mortgagee sought to enforce a mortgage through power of sale against the respondent mortgagor.

The mortgagee attempted two purported sales of the property to itself.

The trial judge dismissed the mortgage action, finding that the mortgagee's enforcement rights were suspended under section 22 of the Mortgages Act due to failure to provide proper mortgage statements in response to the mortgagor's requests.

The Court of Appeal upheld this decision, holding that the mortgagee's ability to enforce the mortgage was statutorily suspended at the time of both purported sales because it had not complied with the requirement to provide accurate and complete mortgage statements within 15 days of the mortgagor's requests.

La demanderesse, un organisme de bienfaisance enregistré, a contesté l'interprétation et l'application par l'Agence du revenu du Canada (ARC) du paragraphe 149.1(6.2) de la Loi de l'impôt sur le revenu.

L'ARC limitait à 10 % les ressources qu'un organisme pouvait consacrer à des activités politiques non partisanes.

La Cour a conclu que cette restriction portait atteinte à la liberté d'expression garantie par l'alinéa 2b) de la Charte, car elle empêchait la demanderesse de poursuivre ses fins de bienfaisance par la défense d'intérêts publics.

L'atteinte n'était pas justifiée au regard de l'article premier de la Charte.

La Cour a déclaré que les activités politiques non partisanes contribuant aux fins de bienfaisance doivent être considérées comme des activités de bienfaisance sans restriction de pourcentage.

The applicant, a registered charity focused on poverty relief through public advocacy, challenged the Canada Revenue Agency's (CRA) interpretation and enforcement of section 149.1(6.2) of the Income Tax Act.

This section limits non-partisan political activities to "substantially all" of a charity's resources, which the CRA interpreted as 90% or more, effectively capping political activities at 10%.

The applicant argued this restriction infringed its freedom of expression under section 2(b) of the Canadian Charter of Rights and Freedoms.

The court found that the CRA's 10% rule and the distinction between charitable and non-partisan political activities were unconstitutional, as they burdened the applicant's effective pursuit of its charitable purpose through advocacy.

The plaintiff, the former manager of the defendant investment fund, sued for fees and damages following the termination of its management agreement.

The defendant fund counterclaimed, alleging the manager was terminated for cause due to material breaches of the standard of care, particularly regarding its handling of the fund's liquidity crisis and its recommendation to enter into a high-interest loan rather than suspending redemptions.

The court found that the manager materially breached the standard of care, justifying the termination.

However, the fund's counterclaim for damages was dismissed as statute-barred under the Limitations Act, 2002.

The manager was awarded certain unpaid fees accrued prior to termination.

An engineer employed by an engineering firm acquired shares in the company and sold them back for $891,820 to be paid in ten installments.

After the employee resigned and became CEO of a rival firm, the company refused to make further payments, alleging breach of fiduciary duty through solicitation of employees and use of confidential information.

The employee sued for breach of contract.

The motion judge granted summary judgment, finding no breach of fiduciary duty caused any harm.

The company appealed, arguing that breach of fiduciary duty cases are unsuitable for summary judgment and require a full trial.

The appellate court dismissed the appeal, holding that breach of fiduciary duty is not a special category exempt from summary judgment and that no genuine issue for trial existed on the record.

Victims of a Ponzi scheme sued the bank used by the fraudster, alleging negligence and knowing assistance in breach of trust for failing to shut down the fraudster's accounts.

The court held that the plaintiffs did not prove their investments were held under an express trust, and the evidence did not establish that the bank had actual knowledge of the fraud or its moral equivalents of wilful blindness or recklessness.

Applying Livent and prior banking-fraud authorities, the court further declined to recognize a novel duty of care owed by a bank to third-party victims based only on constructive knowledge of a customer's fraud.

The action was dismissed in full.

On appeal from a Superior Court decision, the appellant challenged the application judge's interpretation of a management agreement and the restated articles of incorporation concerning Class C shares of an investment fund.

The appellant argued that a payment it made to itself should be characterized as debt rather than an unauthorized performance dividend.

The Court of Appeal upheld the lower court's decision, finding no palpable and overriding error or extricable error in law.

The court affirmed that the payment was an undeclared and unauthorized performance dividend, and that nothing in the fund's articles converted it into debt.

The appellants appealed from a summary judgment dismissing their counterclaim for professional negligence against their former solicitors.

The law firm had been retained for nearly five years to represent the appellants in protracted litigation and subsequently sued for unpaid fees.

The appellants counterclaimed for damages, alleging the firm failed to provide a meaningful assessment of potential damages that would have enabled an earlier settlement.

The motion judge granted summary judgment, finding no causal link between the firm's failure to obtain a formal damages assessment and the continuation of the litigation.

The Court of Appeal allowed the appeal, finding the motion judge erred in law and that genuine issues requiring trial existed.

The appellants appealed an order directing the liquidation of Tarn Financial Corporation under the oppression provisions of the Business Corporations Act.

The application judge found that the appellant had engaged in self-dealing and diverted corporate funds for personal benefit, and ordered liquidation as the only viable remedy to separate the parties.

On appeal, the appellants argued the judge should have ordered a forced buyout instead.

The Divisional Court dismissed the appeal, holding that the application judge made no palpable and overriding error and properly exercised his discretion, as a forced buyout would leave the appellant in control of the valuation process and fail to ensure fair market value.

The appellant appealed a summary judgment holding it liable for the full unpaid purchase price of frozen shrimp ($228,604.50 US) plus prejudgment interest.

The dispute arose from a contract between a Toronto-based company and a Belgian seafood trader for the purchase of shrimp from an Ecuadorian supplier.

The motion judge determined liability under Ontario common law without addressing whether the United Nations Convention on Contracts for the International Sale of Goods applied.

The Court of Appeal found that the proper law of the contract was a threshold issue that should have been addressed, as the Convention applies to international sales of goods between parties in different contracting states.

The court set aside the summary judgment and remitted the matter for a new hearing.

The Attorney General of Canada appealed a rectification order granted by the Superior Court of Justice that allowed Slate Management Corporation to restructure a single-step amalgamation of three subsidiaries into a two-step amalgamation to obtain a tax bump under the Income Tax Act.

The Court of Appeal found the appeal moot based on the principle established in Norcan Oils Ltd. v. Fogler, as the plan of arrangement had been implemented and third parties had relied on the financial consequences of the rectification order.

The court declined to exercise its discretion to hear the moot appeal and quashed it, awarding costs to Slate.