Greg Azeff

The moving party sought the release of escrow funds following the sale of a distressed condominium project.

The dispute centered on whether the Minutes of Settlement required the property owner to pay property taxes that accrued prior to closing.

The court applied principles of commercial contractual interpretation and found that the plain language of the agreement only required the owner to continue paying operating expenses it was already paying at the time of execution.

Since property taxes had been deferred for months prior to the agreement, the owner was not obligated to pay them.

The court ordered the disputed funds released to the moving party.

The bankrupt applied for discharge from bankruptcy.

On the first day of the hearing, the bankrupt raised preliminary issues regarding the standing of an opposing creditor, whether an alleged undue preference could be considered, and the admissibility of documents.

The court held that the opposing creditor had standing because its proof of claim had not been disallowed.

The court deferred the undue preference issue, noting a separate proceeding had been scheduled to determine it, and ordered that the discharge hearing be deferred until that issue was resolved.

The court declined to rule on document admissibility in advance.

The applicants sought initial protection under the Companies’ Creditors Arrangement Act after becoming insolvent with liabilities exceeding $5 million and being unable to meet obligations as they fell due.

The court considered jurisdiction, the necessity of a stay of proceedings, oversight during the stay, pre-filing payments, the appointment of a monitor, and the granting of priority charges including a DIP charge, administrative charge, and directors’ and officers’ charge.

The applicants intended to pursue a sale and investment solicitation process to refinance or sell the business and maximize value for stakeholders.

The court found the applicants met the statutory requirements for CCAA protection and that the proposed restructuring steps, financing, and charges were reasonable and necessary.

An initial stay of proceedings and related relief were granted.

Minatura brought a motion to remove Aburi Goldfields Ghana Ltd. from the CCAA proceedings of the applicants, arguing lack of disclosure, that Aburi was not a debtor, and that the dispute over control of Aburi should be litigated in Ghana.

The court dismissed the motion, finding that Aburi was a debtor, that there was no material non-disclosure, and that staying the CCAA proceedings would likely cause the restructuring to fail.

Applying the Van Breda framework and giving weight to a forum selection clause in the parties' shareholders' agreement, the court held that Ontario had jurisdiction and that Minatura failed to establish that Ghana was a more appropriate forum.