H. James Marin

The plaintiffs brought a motion to approve the settlement of a securities misrepresentation class action against Canada Lithium Corp. and its directors and officers.

The corporate defendant had become insolvent and the only remaining asset was a wasting directors and officers insurance policy.

The parties agreed to settle the action for $400,000, which would be paid entirely to class counsel for fees and disbursements, with no distribution to class members.

The court approved the settlement and the fee request, finding that further litigation would only deplete the insurance policy and that the settlement was fair, reasonable, and in the best interests of the class under the circumstances.

The moving party sought leave to appeal to the Divisional Court from a motion judge’s dismissal of its summary judgment motion in a commercial dispute arising from an aborted generator sale.

The underlying action alleged breach of contract, misrepresentation, and unjust enrichment against corporate defendants involved in the project.

Applying Rule 62.02 of the Rules of Civil Procedure, the court held that leave to appeal should only be granted in strict circumstances, requiring either a conflicting decision on a matter of principle or serious doubt about the correctness of the order combined with issues of public importance.

The court found that the motion judge’s decision involved factual disputes, credibility assessments, and discretionary determinations properly reserved for trial.

The moving party failed to demonstrate a conflicting decision, a serious doubt about correctness, or broader issues warranting appellate review.

The moving defendant sought summary judgment dismissing claims for breach of contract, misrepresentation, and unjust enrichment arising from negotiations for the purchase of a steam turbine generator for a co‑generation project.

The plaintiffs alleged that a binding contract arose from a purchase order and letter of intent and that the moving defendant participated in the negotiations and misrepresented issues affecting the project.

The moving party argued no contract was ever concluded and that any dealings were solely with a related corporate entity.

Applying the principles from Hryniak v. Mauldin, the court held that genuine issues requiring a trial existed, including the role of the moving defendant in negotiations, whether contractual relations were formed, and whether misrepresentations or unjust enrichment occurred.

Given the complex factual matrix and credibility issues, summary judgment was inappropriate.

The court determined the costs of two underlying motions regarding discovery obligations and the production of a settlement agreement.

Although the defendant was successful on the principal issue argued, the plaintiff's motion was initially necessary to enforce discovery obligations.

Finding that neither party 'won' the motions when viewed in context, the court ordered that the costs of both motions be costs in the cause.