James Camp

The Ontario Securities Commission applied to continue Freeze Directions over five trading accounts owned by the respondent, which allegedly contained proceeds of insider trading based on material non-public information.

The respondent opposed the continuation, arguing a lack of admissible evidence.

The court applied the low evidentiary threshold from Future Solar and found sufficient evidence to meet the three-part test, continuing the Freeze Directions until October 31, 2022, or the conclusion of proceedings.

The defendants sought a stay of an action under s. 7 of the Arbitration Act, 1991 based on an arbitration clause in a shareholders’ agreement relating to a restaurant venture.

The plaintiff alleged fraudulent misrepresentation inducing him to enter the agreement, breach of fiduciary duties, and oppressive conduct.

The court held that the misrepresentation and fiduciary duty claims were tort-based and did not rely on the shareholders’ agreement, placing them outside the arbitration clause.

Although the oppression allegations relied on contractual obligations and fell within the clause, the court declined to order a partial stay because most claims were non-arbitrable and separation would create duplicative proceedings.

The motion for a stay was therefore dismissed.

The applicant, a unitholder in an income fund, sought an order requiring the fund's trustees to call a special meeting of unitholders to vote on a proposed transaction involving the restructuring of preference shares and secured notes.

The court found that the proposed transaction was objectively 'materially adverse' to the unitholders because it postponed payments on the secured notes.

Consequently, under the Declaration of Trust, the trustees lacked the authority to vote the fund's common shares in favour of the transaction without unitholder approval.

The court ordered the special meeting of the company to be adjourned pending a unitholder vote.

In a certified class proceeding arising from a failed public company and alleged negligent audits, both sides brought refusals motions concerning answers and undertakings given during examinations for discovery.

The plaintiffs alleged that the auditors negligently prepared audit reports relied upon by lenders in extending a $1.5‑billion credit facility, while the auditors denied any duty of care and advanced additional defences.

The court reviewed the permissible scope of discovery under the Rules of Civil Procedure and the Class Proceedings Act, 1992, emphasizing relevance, materiality, proportionality, and recognized categories justifying refusals.

Applying those principles, the court ruled on numerous disputed questions, ordering some answers and upholding others as unanswerable, irrelevant, disproportionate, or privileged.

Costs of the refusals motions were ordered to be in the cause.

In a certified class proceeding arising from a failed public company and alleged negligent audits, both sides brought refusals motions concerning answers and undertakings given during examinations for discovery.

The plaintiffs alleged that the auditors negligently prepared audit reports relied upon by lenders in extending a $1.5‑billion credit facility, while the auditors denied any duty of care and advanced additional defences.

The court reviewed the permissible scope of discovery under the Rules of Civil Procedure and the Class Proceedings Act, 1992, emphasizing relevance, materiality, proportionality, and recognized categories justifying refusals.

Applying those principles, the court ruled on numerous disputed questions, ordering some answers and upholding others as unanswerable, irrelevant, disproportionate, or privileged.

Costs of the refusals motions were ordered to be in the cause.