Herman J. Wilton-Siegel

The applicants sought full indemnity costs against Deborah Suzanne Roth following a guardianship application for their father, Norman Roth, which became moot upon his death.

The applicants alleged Deborah's conduct, including deception, undue influence, and fraud, frustrated the proceedings and delayed a determination of Roth's capacity.

The court found no legally meaningful connection between Deborah's alleged actions and any delay in the application's determination.

It also concluded that Deborah did not exercise undue influence over Roth, as Roth was found to have acted of his own free will in opposing the application and choosing his medical care.

Furthermore, while Deborah's non-disclosure of Roth's critical health condition to the court was serious, it ultimately had no consequences for the disposition of the motion or the application.

The applicants' motion for costs was dismissed.

The applicant landlord sought a declaration that harmonized sales tax (HST) must be added to settlement payments made by the respondent under a settlement agreement.

The agreement, negotiated during Companies' Creditors Arrangement Act (CCAA) proceedings, quantified the landlord's claim after the tenant disclaimed a lease.

The court found the settlement agreement ambiguous regarding the obligation to pay HST.

Applying principles of contractual interpretation, including objective factual matrix, commercial common practice in real estate, and the parties' post-execution conduct, the court determined that the settlement payments were exclusive of HST, and the respondent was required to pay HST in addition.

The applicant, U.S. Steel Canada Inc. (USSC), sought multiple orders under the Companies’ Creditors Arrangement Act (CCAA) to facilitate a proposed plan of arrangement and compromise.

The motions included approval of a supplementary claims process for previously excluded claims, authorization to convene creditor meetings and approve creditor classification for voting on the Plan, approval of amendments to the CCAA Acquisition and Plan Sponsor Agreement and a Support Agreement, and an extension of the stay of proceedings.

The Plan contemplated the acquisition of USSC's operating business by Bedrock Industries Canada LLC.

The motions were largely unopposed and supported by key stakeholders, including the Province of Ontario, United States Steel Corporation, and the Monitor.

The court granted all requested orders, finding the claims process fair, the Plan not doomed to failure, the creditor classification appropriate, and the agreements and stay extension necessary for the restructuring.

The Garcia Defendants brought a motion for security for costs against the plaintiff, a Paraguayan pension fund, under Rule 56.01(1)(a).

The plaintiff, ordinarily resident outside Ontario, argued it had sufficient assets in Ontario, that the defendants delayed the motion, that the defendants' conduct increased costs, and that it had a meritorious case.

The court found the plaintiff's alleged Ontario assets were not unrestricted, and the defendants' explanation for delay was unreasonable.

Considering the plaintiff's substantial assets in Paraguay, the enforceability of a judgment there, the contractual relationship between parties, the defendants' counterclaim, and the defendants' vexatious conduct and unreasonable delay, the court dismissed the motion for security for costs.

The plaintiff brought a motion under Rule 49.09 seeking an order declaring that a previous motion was settled according to a draft order.

The court found that no binding settlement agreement had been reached.

Although the parties had exchanged drafts, they had also agreed that the document needed to be "cleaned up" for final review and client sign-off.

A material change was inadvertently made by the plaintiff's counsel in the "cleaned up" draft, which the defendants' client subsequently rejected.

The court emphasized that a binding agreement requires mutual intention on all essential terms and that, in this case, the final form of the draft order had not been settled, and client consent was consistently required.

The plaintiff's motion was dismissed.

Merna Frilegh, as executor and trustee for the Estate of Marshall Frilegh, applied for a passing of her accounts.

The deceased's grandchildren, Lindsay Iris Rudman and Brooke Taylor Rudman, objected to the accounts, arguing that certain assets (a condominium, a mortgage investment, a TFSA, and two RRIFs) should be included in the estate and challenging various liabilities.

The court dismissed most objections, finding that the contested assets passed to Merna outside the estate by right of survivorship or beneficiary designation.

The court also largely upheld the liabilities, with only a minor adjustment for the cost of a headstone.

The Receiver sought a declaration that a claimant did not hold an equitable mortgage against a property and had no claim against two related companies.

The claimant asserted an equitable mortgage, arguing his investment was intended for a pooled mortgage on the property.

The court found no objective evidence of a common intention between the claimant and the company's president to secure the investment with a mortgage on the property.

The claimant's request for an equitable mortgage or an equitable lien was denied, as there was no evidence that the funds reached the property-owning company.

The Receiver's motion was granted.

The Receiver sought a discharge order, addressing the enforceability of an indemnity agreement and entitlement to an HST refund.

The Indemnifying Parties argued the receivership proceeding was an improper venue for contract breach claims and raised misrepresentation defenses regarding the indemnity agreement, as well as a potential claim for the Receiver's alleged mismanagement of life insurance policies.

The court found the receivership proceeding an appropriate venue, granted summary judgment on the enforceability of the indemnity agreement, and denied a stay of enforcement.

The court also deferred the HST refund issue for further clarification.

In a receivership proceeding, the Receiver sought to disclaim an agreement of purchase and sale (Grandview APS) between Horseshoe Valley Lands Ltd. (HVL) and Lotco Limited.

Lotco brought a cross-motion seeking to examine individuals to support its position that Romspen Investment Corporation (the mortgagee) had committed to HVL to grant a partial discharge of the mortgaged lots, and that Romspen's alleged default led to the receivership.

The court denied Lotco's request for examinations, finding that Romspen's alleged default to HVL was not relevant to the Receiver's disclaimer motion, as Romspen owed no direct contractual or other duty to Lotco, and the receivership order did not alter the substantive rights or equities between Lotco and Romspen.

The applicant, Tibbett & Britten Group Canada Inc., sought costs on a full indemnity basis after being successful in a prior application.

The court determined that the original agreement providing for full indemnity costs was spent and a new agreement, lacking such a provision, governed.

Consequently, the applicant was awarded costs on a partial indemnity basis.

The court also denied the applicant's claim for costs related to an FSCO investigation, characterizing them as potential damages rather than costs of the proceeding.

Additionally, certain disbursements for file review and irrelevant legal research were disallowed.

The respondent's request for costs for having to respond to the applicant's costs submissions was denied as there were legitimate issues to be determined.

The moving parties sought an order under section 37 of the Bankruptcy and Insolvency Act to set aside the trustee's assignments of certain causes of action to the bankrupt, David Brook, and to direct a tender or auction process for their sale.

The moving parties argued they were aggrieved because the trustee did not market the causes of action to anyone else, the transaction was improvident, and the private sale process unfairly disregarded creditors' rights.

The court dismissed the motion, finding that the moving parties were not "aggrieved persons" as they were not deprived of a legal right.

Alternatively, the court found the trustee's decision to assign the causes of action to the bankrupt with a sharing arrangement was reasonable, particularly given the unwritten nature of the claims, the need for the bankrupt's active involvement, and the potential for greater upside for the estate compared to a fixed offer.

The applicant, Amarna Associates Inc., sought a declaration that it had validly exercised its right of dissent as a shareholder of Partners Value Investments Inc. (PVI) in connection with a plan of arrangement.

PVI contended that only shareholders registered as of the record date for voting were entitled to exercise dissent rights.

The court found that the Interim Order and the Plan, which incorporated section 185 of the Business Corporations Act (Ontario) with modifications, did not impose a record date requirement for dissent rights.

The court emphasized that the plain meaning of "registered holder" referred to registration at the time of exercising dissent rights, and PVI's own circular supported re-registration after the record date for this purpose.

The application was granted, confirming Amarna's valid exercise of dissent rights, and costs were awarded to Amarna on a partial indemnity basis.

This motion for supplemental reasons arose from a prior trial where neither party was entirely successful.

Pingyuan Zhao sought judgment for outstanding loans from Pingbo Zhao, repayment of improperly retained cash, and an order for compulsory transfer of Pingbo Zhao's shares in the 51.ca Corporations based on a valuation date of August 28, 2010.

The court granted judgment for the loans (net $81,093.90 plus pre-judgment interest) and repayment of cash ($21,799.54 plus pre-judgment interest), finding Pingbo Zhao liable for these amounts.

However, the court denied the request for a compulsory share transfer, concluding that the conditions for a "just and equitable" winding-up order under section 207(1)(b)(iv) of the OBCA were not met, particularly regarding the proposed valuation date and the lack of agreement between the parties on the relief sought.

No costs were awarded for the motion.

The applicant, Fazlollah Seyedali Lavasani, sought to set aside a default judgment obtained by the respondents, Sheldon Rakowsky and Sheldon Rakowsky Professional Corporation, related to mortgage loans.

The applicant argued lack of notice and presented several defences.

The court found that the applicant had constructive notice of the action through his attorney and failed to establish any arguable defence on the merits, including claims of knowing assistance in breach of fiduciary duty, knowing receipt, deferred indefeasibility, or Family Law Act protections.

The motion to set aside the default judgment was denied, and costs were awarded to the respondents.

The applicant, U.S. Steel Canada Inc. (USSC), sought approval for a second key employee retention plan (KERP 2), while a group of unions and representative counsel (Moving Parties) sought an order to terminate the suspension of other post-employment benefits (OPEBs).

The court granted the KERP 2 motion, finding it fair and reasonable for business stability and restructuring efforts.

The OPEB motion was denied, as the court found no fundamental improvement in USSC's profitability to warrant OPEB reinstatement, and that USSC's proposed one-time contribution of $2.7 million to a transition fund for retired employees appropriately balanced competing interests during the ongoing sales and investor solicitation process (SISP).

The applicant, Rocco Furfari, brought a motion to enforce minutes of settlement, specifically seeking an adjustment to estate distributions for legal fees totaling $102,215 previously paid on behalf of the respondent, Tony Furfari, from the deceased's assets, and an amendment to a consent order (the "Penny Order").

Rocco also sought directions for a further interim distribution of $350,000 from the estate.

The court dismissed the motion to amend the Penny Order, finding that the minutes of settlement were ambiguous and Rocco failed to prove that the order contained an accidental slip or omission regarding the legal fees.

The court also denied the request for directions regarding estate administration, finding no evidence that the estate trustee, Tony, failed in his duties or acted in bad faith, and that the requested distribution was not rationally connected to the alleged breaches of duty.

The bankrupt, Emmanuel Diena, sought an absolute discharge from bankruptcy.

Two creditors, Kohl & Frisch Limited and Joddes Limited (the "Objecting Parties"), opposed the discharge, alleging misrepresentation of assets in a personal financial statement and efforts to shield assets and income.

The court found that the bankrupt intentionally misrepresented the ownership of corporate shares and a Florida condominium in his financial statement and had structured his affairs to have no assets in bankruptcy.

While the Objecting Parties' reliance on the misrepresentation was limited, the court determined that the bankrupt's actions offended commercial morality.

Balancing the interests of the bankrupt, creditors, and the public, the court granted a conditional discharge, requiring the bankrupt to pay $100,000 to the trustee, as he failed to establish an inability to satisfy such a payment.

In a Companies' Creditors Arrangement Act (CCAA) proceeding, the applicant, U.S. Steel Canada Inc., sought an extension of the stay of proceedings, authorization and approval of a second amending and extension agreement for DIP financing, and approval of a second key employee retention plan (KERP).

United States Steel Corporation (USS) sought a shorter stay period.

The court granted the applicant's motion to extend the stay of proceedings to November 30, 2016, finding the applicant acted in good faith and with due diligence, and that a shorter, court-imposed deadline was not necessary or useful at that time.

The court also authorized and approved the Second Extension Agreement for DIP financing, noting its importance as a cash buffer and for maintaining business stability.

Motions regarding post-employment benefit plans and KERP were adjourned or granted separately.

The applicant in a dismissed bankruptcy application sought costs, alleging the respondent was a fiduciary and acted improperly.

The respondent sought substantial indemnity costs, claiming the application was an abuse of process.

The court denied both parties' cost claims, finding no judicial determination of fiduciary duty or improper conduct by the respondent, and no bad faith by the applicant in commencing the bankruptcy application.

Each party was ordered to bear their own costs.

This supplemental endorsement in CCAA proceedings addressed the secured status of a claim (#11(b)) filed by United States Steel Corporation (USS) against U.S. Steel Canada Inc. (USSC).

The claim arose from USS's payments under guarantees for USSC's third-party obligations.

The court found that USS's rights of indemnification were not "Secured Obligations" under the November Security Agreement, primarily because the agreement's intent was limited to contractual obligations related to direct advances or sale of goods, not third-party guarantees.

Furthermore, the court concluded that the grant of security for these indemnification rights constituted a fraudulent preference under section 95 of the Bankruptcy and Insolvency Act due to a lack of fresh consideration.

Consequently, Claim #11(b) was deemed an unsecured claim.