H. J. Wilton-Siegel

The applicant and the deceased separated, and the deceased subsequently changed the beneficiary designation on his life insurance policy to his new partner, the respondent.

The applicant, unaware of the change, continued paying the premiums pursuant to an oral agreement with the deceased.

Upon the deceased's death, the applicant claimed entitlement to the $250,000 policy proceeds based on unjust enrichment and equitable assignment.

The court found that the oral agreement constituted an equitable assignment and that the beneficiary designation was not a juristic reason for the respondent's enrichment.

The court imposed a constructive trust over the proceeds in favour of the applicant.

A corporation sought court approval of a statutory plan of arrangement under s. 182 of the Business Corporations Act involving the acquisition of its shares by another mining corporation through an exchange of securities.

The court applied the framework established in BCE Inc. v. 1976 Debentureholders, requiring satisfaction of statutory procedures, good faith, and that the arrangement be fair and reasonable.

The court found the statutory requirements met, the transaction negotiated at arm’s length and recommended by the board, and the arrangement supported by an overwhelming shareholder vote with no dissent.

The court also addressed the evidentiary role of fairness opinions in M&A transactions, holding that such opinions may support good faith and fairness even if not tendered as expert evidence.

Approval of the arrangement was granted.

The plaintiffs sought a Mareva injunction against the assets of the defendants, specifically a biodiesel plant owned by Great Lakes Biodiesel Inc., alleging that funds were fraudulently conveyed by Verdeo Inc. to the defendants to fund the plant's construction.

In the alternative, the plaintiffs sought interim relief under the oppression provisions of the Business Corporations Act or a certificate of pending litigation.

The court dismissed the motions, finding that the plaintiffs failed to establish a strong prima facie case of a fraudulent conveyance from the intermediary corporations to Great Lakes Biodiesel Inc., and that the balance of convenience did not favour a certificate of pending litigation.

A trustee in bankruptcy appealed a master's order refusing to enforce payment of surplus income required under a conditional discharge order.

The issue was whether the enforcement mechanism under s. 68(13) of the Bankruptcy and Insolvency Act could be used where surplus income had already been fixed as a condition of discharge.

The court held that a conditional discharge order requiring payment of surplus income can simultaneously constitute an order under s. 68(10)(c).

Accordingly, the trustee may use s. 68(13) to require an employer to remit surplus income to the trustee.

The master erred in law in concluding that the trustee's only remedy was under s. 176 or by seeking revocation of discharge.

The moving defendants sought to lift restrictions imposed by an earlier order preventing them from disposing of or encumbering property and related equipment pending a motion for a Mareva injunction.

The court characterized the prior order as a consent order reflecting an agreement between the parties, with undertakings that had expired but were subject to extension pending further order.

Applying the RJR‑MacDonald test for injunctive relief, the court found that the plaintiffs had established a serious issue to be tried regarding alleged fraudulent conveyances under the Fraudulent Conveyances Act.

The court also found a real possibility of irreparable harm if the property were encumbered to secure existing liabilities.

The balance of convenience favoured maintaining the restrictions, subject to a limited exception permitting encumbrances for bona fide new financing used in the ordinary course of business.