Jana Steele

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.

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 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.

The Interim Receiver, TDB Restructuring Limited, sought court approval to commence a marketing and sales process for the real properties of Thomas Dylan Suitor, who had been adjudged bankrupt.

The court dismissed the motion, holding that the powers of an interim receiver under section 46 of the Bankruptcy and Insolvency Act are limited to preservation and protection of assets, and do not extend to a full marketing and sale process unless the property is perishable or likely to depreciate rapidly in value.

The court found insufficient evidence that the properties met this threshold and noted that a full receivership under section 243 of the BIA would be required for such powers.

The applicants sought to compel Voreon Inc. to comply with a 2016 Settlement Agreement requiring the transfer of shares in Eminence Living Inc. and Higher Living Development Inc. The court reviewed the complex business history, the terms of the Settlement Agreement, and the impact of ongoing related proceedings, including the PSA Action and the Kayzan Distribution Application.

The court determined that the relief sought could not be granted at this time due to the unresolved status of these related proceedings and ordered that the application be heard contemporaneously with or immediately following the PSA Action.

Costs were awarded to Voreon.

This decision concerns a dispute over the rightful board of directors of Visionary Holdings Inc. and allegations of fraud and oppression.

The court determined that the Board of Directors as it existed on March 25, 2025, is the lawful board until further order.

The court also found a prima facie case of oppressive conduct and ordered the appointment of an inspector under the Business Corporations Act.

The court granted injunctive relief restraining Fan Zhou from participating in management and 3888 Investment Group Limited from altering the board pending investigation.

The court considered whether a 2024 capital call made by the general partner of a real estate development limited partnership was valid under the partnership agreements and the Limited Partnerships Act.

The applicant, Dream Impact, argued the call was invalid and that it had not defaulted, or, alternatively, that any default was cured by other partners' contributions.

The court found the capital call was valid, Dream Impact defaulted by not contributing, but that after the other partners funded Dream Impact’s share and its interest was diluted, there was no continuing default.

The applicant’s put notice was found invalid.

The court considered whether a dispute over the calculation of an earn-out under a Purchase and Sale Agreement (PSA) should be referred to an independent accountant, as provided in the PSA, or determined by the court.

The applicants argued that the dispute, which concerned whether certain partnership units received by the respondents should be included in the earn-out calculation, fell within the accountant’s jurisdiction.

The respondents argued the issue was a legal one for the court.

The court held that the PSA’s language and commercial context indicated the parties intended all unresolved disputed items regarding the earn-out to be determined by an independent accountant, not just calculation disputes.

The court directed the parties to submit their dispute to an independent chartered accountant in accordance with the PSA.

The applicant, Vivian Dubrofsky, sought interim injunctive relief under section 248(3) of the Business Corporations Act (Ontario) to restrain her mother, Maryka Weisz, from withdrawing funds from Art Tile Limited except for ordinary course expenses, pending final disposition.

The court dismissed the motion, finding that while there was a serious issue to be tried and the applicant met the evidentiary threshold, she failed to establish irreparable harm.

The court ordered that the Westmore Property not be encumbered and that certain trust funds remain in trust, but otherwise dismissed the requested relief.

The court granted a bankruptcy order against Thomas Dylan Suitor, finding that the applicant, The Fuller Landau Group Inc. (as Receiver of The Lion’s Share Group Inc.), established the necessary statutory requirements under the Bankruptcy and Insolvency Act.

The court found that Mr. Suitor was personally liable under promissory notes as both borrower and guarantor, that he owed debts exceeding $1,000, and that he had ceased to meet his liabilities generally as they became due.

The court also found the existence of multiple creditors and/or special circumstances justifying the order, and declined to exercise its discretion to refuse the order.

This decision concerns the interpretation of a “Material Adverse Change” (MAC) clause in a governance agreement between Simpson Oil Limited (SOL) and Parkland Corporation.

The court found that the departures of Parkland’s CFO and a majority of its senior management constituted a MAC under the agreement, thereby lifting restrictions on SOL’s voting and acquisition rights.

The decision turns on whether certain events listed in the MAC definition are mandatory triggers or merely illustrative, and the court concludes they are mandatory.

The Trustee, KSV Restructuring Inc., sought substantive consolidation of the estates of ProEx Logistics Inc., Guru Logistics Inc., and 1542300 Ontario Inc., as well as authorization to accept claims by Paul Randhawa and to approve the Trustee’s reports.

The court granted substantive consolidation and approved the Trustee’s reports, but declined to authorize the Trustee’s acceptance of Paul’s claims, holding that the Bankruptcy and Insolvency Act provides a comprehensive code for the allowance and disallowance of claims, and that equity owners such as Rana Randhawa have no standing to challenge the Trustee’s decision to accept a claim.

The decision also addresses the effect of outstanding costs awards on standing and the finality of proceedings.

This motion concerned the approval of a sale process and transaction by The Fuller Landau Group Inc., acting as Receiver, for the Real Property owned by the Debtor, Chacon Strawberry Fields Inc. The Receiver sought approval for the sale, a vesting order, and an interim distribution to the first secured lender, First Source Financial Management Inc. The respondents (debtors) requested an adjournment and access to confidential sale information to facilitate a redemption, while a third-party (unsuccessful bidder) sought consideration of a late offer.

The court denied the respondents' and third-party's requests, finding their redemption plan insufficient and their attempts to interfere with the established sales process inappropriate.

The court granted the Receiver's motion in its entirety, approving the sale, vesting order, interim distribution, and a sealing order for commercially sensitive information, affirming the integrity and efficacy of the court-supervised sales process.

The applicants sought an assessment of a $510 million partial contingency fee paid to the lawyer respondents by the Robinson Huron Treaty Litigation Fund (RHTLF) and a determination of whether the $10 billion settlement proceeds were assets of the RHTLF Trust.

The court directed an assessment of the legal fees under the Solicitors Act, finding that the First Nations were liable to pay the bills and that special circumstances warranted assessment.

The court also confirmed that the settlement proceeds are assets of the Trust.

The proposed plaintiff, Frank Losak, sought leave to commence a class proceeding against the Financial Services Regulatory Authority (FSRA) and its CEO, Mark White, alleging misrepresentations related to the sale of Pace Savings & Credit Union securities while Pace was under FSRA's administration.

The court determined that leave was required under the Liquidation Order.

It granted leave for the claim against FSRA, finding a viable cause of action not barred by the Crown Liability and Proceedings Act or the Limitations Act, and that it would not undermine the liquidation.

However, leave was denied for the claim against Mark White due to statutory immunity under the FSRA Act, as no particulars of bad faith were provided.

The statement of claim against FSRA was allowed to be issued nunc pro tunc to February 28, 2024.