Jana Steele

The plaintiffs, investors in several senior living projects developed by the defendants, moved for a Mareva injunction freezing the defendants' worldwide assets.

The plaintiffs alleged civil fraud and a fraudulent scheme, particularly regarding personal guarantees on one failed project.

The Superior Court of Justice dismissed the motion, finding no strong prima facie case of fraud, as the investment documents clearly outlined the indirect nature of the guarantees.

The Court also found no evidence of a serious risk of asset dissipation.

The applicant, an equal shareholder in two companies, sought the urgent appointment of an interim receiver due to a complete breakdown in her relationship with the other equal shareholder.

The companies were deadlocked, in default on a $5.5 million loan, and facing multiple lawsuits.

The Court granted the motion, finding a strong prima facie case of oppression and deadlock, irreparable harm to the companies' assets, and that the balance of convenience favoured a neutral, court-supervised officer to manage the assets pending the final application.

The Court declined to exempt ongoing lawsuits against the companies from the receivership stay at this early stage.

The applicant, a 41% shareholder, sought the appointment of an interim monitor to oversee the finances and operations of the Corporation pending an oppression application.

The applicant alleged that the respondents breached a prior consent order by making unauthorized payments and excluding the applicant from operations.

The respondents brought a cross-motion seeking interim control of the day-to-day operations.

The court found a prima facie case of oppression and a complete breakdown of trust between the parties.

The court granted the applicant's motion, appointing an interim monitor with a limited supervisory mandate to oversee contracts and payments, and dismissed the respondents' cross-motion.

In a CCAA restructuring involving a remote iron ore mining operation facing an immediate cash crisis before a narrow seasonal shipping window, the applicants sought approval of interim debtor-in-possession financing and a super-priority charge.

Competing secured creditor groups proposed rival DIP facilities, but the court approved the Crown lender’s DIP for the interim bridge period only, emphasizing the urgent need for operational stability, the monitor’s support, and the limited prejudice given the de novo rehearing scheduled within weeks.

The court added consultation, consent, and information protections to preserve a level playing field for the competing DIP proponents before the full return motion.

The stay of proceedings was extended, authority was granted to pay certain critical pre-filing suppliers with the monitor’s consent, and the sealing request was adjourned.

The Receiver of a real estate development project brought a motion for an Approval and Vesting Order to sell the project's assets, disclaim the majority of pre-construction unit purchase agreements, and implement a deposit return protocol.

The primary secured creditor supported the motion, while the debtors and several freehold unit purchasers opposed it, citing the loss of uninsured deposit monies and the homes they contracted for.

The court approved the transaction, finding the sales process met the Soundair principles and that the Forjay factors supported disclaiming the unassumed agreements, as the project was significantly underwater and the secured creditor faced a substantial shortfall.

The court-appointed receiver of a partnership brought a motion seeking expanded investigative powers to examine a partner and two former employees under oath regarding potential insider transactions.

The partner opposed the motion and brought a cross-motion for production of the receiver's investigative materials.

The court granted the receiver the power to examine the partner, limited to transactions within two years of the receivership, finding it just and convenient to investigate the concerns.

However, the court denied the request to examine the former employees as premature, requiring the receiver to exhaust ordinary investigatory tools first.

The partner's cross-motion was dismissed, and the receiver's fees and activities were approved.

The Receiver brought a motion seeking a declaration that certain transfers made by the debtor to third-party creditors were transfers at undervalue under section 96 of the Bankruptcy and Insolvency Act, and an order for repayment.

The debtor's principal had breached a preservation order by using a tax refund to pay personal and corporate debts owed to the third parties, who received the funds in good faith without knowledge of the receivership or the court order.

The court found that while the transfers met the criteria for transfers at undervalue, the exceptional circumstances of the case warranted exercising discretion to not require the third parties to repay the funds.

The Receiver's reports and fees were approved.

The applicant, TD Waterhouse, brought a motion seeking to appoint an implementation monitor to oversee the repatriation of its data from the respondent, EIS, and to amend a prior mandatory injunction.

TD Waterhouse alleged that EIS breached their agreement by commingling backup data and failing to report an attempted data breach.

The court found a technical breach regarding the commingled backup CDs but no breach regarding the thwarted cyberattack.

The court declined to appoint an implementation monitor or reduce the applicant's costs for data repatriation, finding such remedies unwarranted.

However, the court amended the injunction to require the respondent to continue providing transition services until 12 months after the data repatriation is complete.

The applicants, shareholders of TD Bank, sought leave under section 334 of the Bank Act to bring a derivative action in Delaware on behalf of TD Bank's U.S. subsidiary regarding anti-money laundering failures.

The court dismissed the application, finding that the Bank Act does not permit an Ontario court to grant leave for a derivative action to be commenced in a foreign jurisdiction.

Furthermore, the court held that even if it had jurisdiction, leave would not be granted because the proposed action did not appear to be in the best interests of the bank, given the board's reasonable business judgment and the potential prejudice to the bank in other ongoing litigation.

The defendant brought a motion to vary an ex parte Mareva injunction to allow him to appoint a receiver over the property of a company controlled by the bankrupt.

The plaintiff opposed the motion, arguing that the advances made by the defendant were equity rather than debt and that the security was a sham.

The court applied the 'just or convenient' test under the Courts of Justice Act and the Bankruptcy and Insolvency Act.

Finding that the company had no active business to stabilize and that the validity of the security was highly contested, the court concluded it was not just or convenient to appoint a receiver and dismissed the motion.

In a CCAA proceeding involving a substantially completed condominium development, the Applicant sought orders approving a Unit Sale Process for unsold units, a Construction Lien Claims Process, and ancillary relief including a stay extension and DIP facility increase.

The Court granted the orders, sealing the Target Price List for the unsold units to protect commercial sensitivity, and staying a regulatory proceeding by the Home Construction Regulatory Authority to revoke the Applicant's license, finding the license essential to the restructuring and sale process.

The applicants, investors and shareholders of the respondent mortgage investment corporation, sought the appointment of a receiver and manager over the respondent's properties and assets under the Bankruptcy and Insolvency Act and the Courts of Justice Act.

The respondent opposed the application and brought a motion to stay or strike the application, arguing technical deficiencies regarding a co-lender not being named as a party and an allegedly defective s. 244 BIA notice.

The court dismissed the respondent's motion, finding no prejudice or injustice from the technical defects.

The court granted the receivership order, concluding it was just and convenient given the respondent's insolvency, default on obligations, and the need for an investigatory receiver to determine the status of the investors' funds and remaining assets.

The applicants jointly sought interim orders under s. 182(5) of the Business Corporations Act (Ontario) in connection with a proposed plan of arrangement involving a quantum computing company (an OBCA corporation) and a special purpose acquisition company currently incorporated under the laws of the Cayman Islands.

A threshold issue arose as to whether a non-OBCA entity could avail itself of s. 182 of the OBCA.

The court found that the arrangement provision is to be interpreted broadly and flexibly, and that the timing of the SPAC's continuance to the OBCA was an immaterial quirk given that it would be an OBCA corporation before the final order was sought.

The court was satisfied that reasonable grounds existed to regard the proposed transaction as an arrangement and granted the interim orders authorizing the calling and holding of shareholder meetings.

The applicant, a hedge fund shareholder, brought an urgent application under section 248 of the OBCA seeking to adjourn the respondent corporation's annual general and special meeting of shareholders and to reset the record date.

The applicant alleged the notice was non-compliant with the OBCA and that the board acted oppressively by setting a timeline that effectively prevented shareholders from nominating an alternative slate of directors.

The court found that the respondent was not an "offering corporation" and had met all statutory notice requirements under sections 95(4) and 96(1) of the OBCA.

The court held that the notice procedures followed past practice and did not breach the reasonable expectations of shareholders as established in BCE Inc. v. 1976 Debentureholders.

The application was dismissed with costs of $75,000 to the respondent.

The applicant, an architecture and design firm, sought approval of a going concern sale transaction and a reverse vesting order (RVO) under the CCAA, with its secured creditor acting as the successful stalking horse bidder.

The court approved the transaction and RVO, finding the sale process was robust and the RVO structure was necessary to preserve key public procurement contracts and tax losses.

The court also approved third-party releases, an extension of the stay of proceedings, a sealing order for commercially sensitive documents, and the Monitor's fees and activities.

The defendants moved to strike the plaintiff's claim for abuse of process, arguing that the prior decision in Leavens v. Schwartz (the "Shotgun Decision") had finally disposed of the matter.

The plaintiff sought to challenge a buy/sell transaction that had been enforced by the court, alleging that the defendants had engaged in a secret investment arrangement with third-party financiers without disclosure.

The court found that the claim constituted an abuse of process because the underlying subject matter was identical to the prior proceeding, the issues could have been raised before the prior judge, and the plaintiff was essentially seeking to undo a final court decision with which he was dissatisfied.

The court struck the claim without leave to amend.

This is a complex oppression and wrongful dismissal matter involving a closely held family company.

The plaintiff, an estranged son-in-law employed for 27 years, was terminated following discovery of a fraudulent invoicing scheme through which he misappropriated over $500,000 from the family businesses.

The plaintiff claims oppression and wrongful dismissal, while the defendants counterclaim for fraud, conversion, and breach of fiduciary duty.

The court found the plaintiff was terminated for cause due to the fraudulent scheme, was not oppressed, and breached his fiduciary duties.

The plaintiff is liable for damages totaling approximately $571,452.25 plus disgorgement of profits.

The court ordered a buyout of the plaintiff's 50% interest in the operating company at a price to be determined by a jointly retained neutral valuator, but dismissed claims for buyout of the real estate holding companies and oppression remedies.

TD Waterhouse Canada Inc. sought the return of its data held by Electronic Imaging Systems Corporation following termination of their service agreement.

EIS demanded payment of $2.50 per image (totalling over $460 million) for the return of 180 million records.

The court determined that the document restore fee applied only to day-to-day requests during the agreement term, not to mass data repatriation upon termination.

The court found that the Transition provisions of the agreement governed the return of data on termination.

The court granted a mandatory injunction requiring EIS to return the data, conditioned on TD Waterhouse paying EIS commercially reasonable compensation on a quantum meruit basis for the services rendered in repatriating the data.

The applicants, QM GP Inc. and Highpoint Environmental Services Inc., sought an initial order under the Companies' Creditors Arrangement Act and a lien regularization order.

The applicants sought protection to address acute liquidity crisis, interim financing, and relief to stabilize operations.

The court granted the initial order with certain modifications, approving interim debtor-in-possession financing, appointment of a monitor, administration and directors' charges, and a lien regularization order.

The court also granted a temporary stay on performance bond calls and certain indemnity obligations, with the Kingsdale Letter of Credit issue deferred to the comeback hearing.

The applicant, Guy Gissin, as Foreign Representative of Urbancorp Inc., sought recognition and enforcement in Ontario of Israeli court judgments against the respondents for over 71 million NIS.

The respondents opposed, arguing recognition would be contrary to public policy and an abuse of process, including claims of double recovery and prior Canadian decisions on related facts.

The court found the Israeli judgments final, for a definite sum, and from a court of competent jurisdiction, and held that none of the narrow defences to enforcement (fraud, denial of natural justice, or public policy) applied.

The court rejected the double recovery argument, finding no evidence of over-recovery, and held that prior Canadian proceedings did not address or preclude the Israeli claims.

The application for recognition and enforcement was granted.