Gregory Ryan Azeff

The defendant insurer moved to stay a civil action brought by insured parties seeking payment under a marine insurance policy following a ship collision with a railway bridge.

The insurer relied on an arbitration clause governed by the International Commercial Arbitrations Act requiring disputes to be referred to arbitration in London.

The plaintiffs argued their claim instead enforced a settlement agreement allegedly reached with the insurer.

The court held that the evidentiary record did not establish a stand‑alone settlement agreement independent of the insurance policy and therefore the arbitration clause applied.

However, due to concerns that procedural preconditions in the insurer’s internal rules could delay access to arbitration, the court issued a temporary stay and directed steps to ensure the arbitration process could proceed.

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.

In Companies’ Creditors Arrangement Act proceedings, the applicant sought an extension of the stay period, an increase to debtor-in-possession financing, authorization to honour pre-filing prepayments made by merchant customers for loyalty program points, and a variation of the initial order to defer statutory notice to certain creditors.

The court granted the stay extension and approved the increased DIP facility, finding the debtor had acted in good faith and required additional financing to continue operations during the sale and investor solicitation process.

The court also authorized the debtor to honour prepayments for loyalty points where doing so would preserve customer relationships and enhance prospects for a going‑concern sale, applying a cost‑benefit approach consistent with earlier CCAA jurisprudence permitting payment of certain pre‑filing obligations.

However, the court refused to vary the statutory notice requirements under s. 23 of the CCAA, emphasizing that transparency and creditor notification are foundational principles of CCAA proceedings.

The appellants appealed an order granting them an adjournment on the condition of a limited draw against debtor-in-possession (DIP) financing.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's order.

The court held that since the appellants sought the indulgence, the terms imposed were an entirely reasonable exercise of the motion judge's discretion.