Howard Floyd Manis

Minority shareholders sought relief under ss. 207 and 248 of the Business Corporations Act (Ontario) to restrain a majority shareholder from convening a meeting to remove a director and potentially distribute corporate assets following the sale of the company’s principal property.

The dispute concerned three contested liabilities, including a claimed success fee, an assigned commission agreement, and disputed legal accounts.

The court found that allowing the majority shareholder to control the board and distribute funds without maintaining adequate reserves could constitute oppressive or unfairly prejudicial conduct toward minority shareholders and potential creditors.

The court enjoined the shareholders’ meeting and ordered that corporate funds be preserved through specific holdbacks pending determination of the disputed claims.

Following the dismissal of a plaintiff’s motion for partial summary judgment in a franchise dispute, the court addressed the appropriate scale and quantum of costs.

The defendants sought substantial indemnity costs relying on two offers to settle, but the court found that neither offer triggered enhanced cost consequences because their conditions were not met.

The court held that the appropriate scale was partial indemnity throughout.

Considering the factors under Rule 57.01(1) and the Court of Appeal guidance in Boucher, the court fixed costs at $22,000 all-inclusive payable by the unsuccessful moving parties.

Franchisees sought rescission of a franchise agreement nearly two years after execution on the basis that the franchisor delivered the disclosure document by email rather than by personal delivery or registered mail as required by s. 5(2) of the Arthur Wishart Act (Franchise Disclosure).

The moving party argued that any breach of the Act relating to disclosure entitled a franchisee to the two‑year rescission remedy under s. 6(2).

The court rejected this interpretation, holding that the two‑year rescission right applies only where there is a complete failure to provide a disclosure document or where the disclosure is materially deficient.

Because a complete disclosure document had been delivered—albeit by email with the franchisee’s consent—the alleged breach related only to the method of delivery.

The court held that such a breach does not justify rescission under s. 6(2) and instead limits the franchisee to a damages remedy under s. 7(1).

A trustee in bankruptcy sought directions regarding whether settlement proceeds from a motor vehicle accident should be included in the bankrupt’s income for surplus income calculations under s. 68 of the Bankruptcy and Insolvency Act.

The court held that damages for pain and suffering are not income for the purposes of s. 68 because they resemble windfalls unrelated to employment income.

However, compensation for future loss of income constituted income, but should be prorated over the period it replaces rather than counted entirely in the year received.

Statutory accident benefits received in a lump sum were included fully as income due to the bankrupt’s improper payment of the funds to a third party.

Welfare payments were also included as income despite being repayable loans.

Conditions of discharge required payment of surplus income and an additional penalty due to the bankrupt’s failure to disclose litigation and settlement proceeds.

The trustee in bankruptcy sought directions on whether $100,000 of a $275,000 motor vehicle accident settlement, allocated for 'loss of future competitive advantage', constituted property of the bankrupt under s. 67 of the Bankruptcy and Insolvency Act or income under s. 68.

The court applied a purposive approach, finding that the essential nature of the award was compensation for lost future income.

Consequently, the court held that the settlement funds were 'akin to income' and should be treated as income under s. 68 of the BIA, rather than property.

The moving party, 2205305 Ontario Inc., was unsuccessful on an urgent motion to stay an order approving a receiver's sale of properties.

The respondents sought costs against the moving party's parent corporation, Romspen Investment Corporation, arguing it was the real moving party and the moving party was a shell corporation.

The Court of Appeal dismissed the request for costs against the non-party, finding no fraud or abuse of process to justify lifting the corporate veil, and fixed costs against the moving party on a partial indemnity scale.

The appellants appealed a judgment of the Superior Court of Justice.

The Court of Appeal dismissed the appeal, finding that the case was on all-fours with the court's previous decision in U.S.A. v. Levy.

Costs of $7,000 were awarded to the respondents.