Jason M. Squire

The plaintiff mortgage broker arranged financing for the defendants' convention centre project.

The plaintiff alleged it was entitled to a 5% ownership interest in the defendant corporation pursuant to an equity agreement, but share certificates were never issued.

Over eight years later, the plaintiff sued.

The defendants moved for summary judgment, arguing the claim was statute-barred under the Limitations Act, 2002.

The plaintiff brought a cross-motion to amend its claim to seek only declaratory relief, arguing that under s. 16(1)(a) of the Act, claims for declaratory relief alone are not subject to a limitation period.

The court granted the plaintiff leave to amend its claim and dismissed the defendants' motion for summary judgment, finding a genuine issue for trial as to whether the plaintiff acquired a beneficial interest that could be subject to declaratory relief without consequential relief.

The appellant, an indirect stakeholder, appealed an order approving a plan of arrangement that reorganized the respondent corporation into a limited partnership.

The appellant sought standing to vary the plan to grant it dissenting rights, arguing its economic interests were prejudiced.

The Divisional Court dismissed the appeal, holding that under the BCE framework, only security holders whose legal rights are affected have standing to challenge a plan of arrangement.

As an indirect shareholder, the appellant had no legal right to interfere in the respondent's business affairs or circumvent the approval of the direct shareholder.

The applicant, Amarna Associates Inc., sought a declaration that it had validly exercised its right of dissent as a shareholder of Partners Value Investments Inc. (PVI) in connection with a plan of arrangement.

PVI contended that only shareholders registered as of the record date for voting were entitled to exercise dissent rights.

The court found that the Interim Order and the Plan, which incorporated section 185 of the Business Corporations Act (Ontario) with modifications, did not impose a record date requirement for dissent rights.

The court emphasized that the plain meaning of "registered holder" referred to registration at the time of exercising dissent rights, and PVI's own circular supported re-registration after the record date for this purpose.

The application was granted, confirming Amarna's valid exercise of dissent rights, and costs were awarded to Amarna on a partial indemnity basis.

In a bifurcated class action certification motion, the court considered whether unit-holders of a publicly traded real estate investment trust had pleaded viable causes of action arising from an allegedly conflicted property transaction that was later rescinded, causing a sharp drop in unit value.

The court held it was plain and obvious that officers and trustees did not owe fiduciary duties directly to unit-holders in the circumstances pleaded, and struck the fiduciary duty claims.

However, the breach of trust claims against certain trustees, grounded in the declaration of trust and the arguable ability of unit-holders to sue for dishonest or negligent breach of trustee obligations, were allowed to proceed.

The knowing assistance claim survived only against the former CEO, while similar claims against the vendor parties and their solicitors were struck for failure to plead active assistance in the trustee's breach.

Certification was dismissed as against the vendor parties and their solicitors.

The plaintiff, a unit-holder in a real estate investment trust (REIT), brought a proposed class action alleging that the REIT's former CEO and trustees breached their fiduciary duties and duties of trust by entering into an undisclosed related-party transaction.

On a bifurcated certification motion to determine if the pleadings disclosed a reasonable cause of action under s. 5(1)(a) of the Class Proceedings Act, the court struck the breach of fiduciary duty claims, finding that the defendants owed duties to the REIT but not to the unit-holders.

However, the court allowed the breach of trust claims against the trustees and the knowing assistance claim against the former CEO to proceed, while striking the knowing assistance claims against the vendor and the vendor's solicitors.

The appellant law firm performed collection work for the respondent bank under a written agreement.

Following the termination of the agreement, the parties disputed the interpretation of a provision regarding invoicing for services performed up to the termination date.

The motion judge agreed with the respondent's interpretation and granted summary judgment dismissing the action.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error or extricable question of law in the motion judge's interpretation of the contract.

The court also held that the general duty of honesty in contractual performance recognized in Bhasin v. Hrynew did not affect the interpretation.

Following the dismissal of an action on cross-motions for summary judgment concerning contractual interpretation, the successful defendant sought costs exceeding $134,000 on a partial indemnity basis.

The court assessed the costs under Rule 57 of the Rules of Civil Procedure, considering proportionality, time spent, and the result achieved.

The judge reduced senior counsel’s claimed hourly rate and disallowed recovery for an expert where no expert report had been served under Tariff A. Applying the principles from appellate authorities governing fair and reasonable costs awards, the court fixed partial indemnity costs inclusive of HST.

The unsuccessful plaintiff was ordered to pay the adjusted costs within 30 days.

A law firm sought partial summary judgment seeking a declaration that it was entitled to invoice a bank for commissions relating to debtor payments received after the termination of a debt collection services agreement.

The bank brought a cross‑motion for summary judgment asserting that all amounts owed had already been paid under the agreement’s contingency‑based compensation structure.

The dispute turned on the interpretation of a termination clause allowing the firm to invoice for services performed up to the date of termination.

Applying established principles of contractual interpretation and considering the commercial context and factual matrix, the court held that compensation was limited to commissions on payments actually received before the termination date.

The plaintiff’s interpretation would have radically altered the agreed compensation methodology and was inconsistent with the contractual language and commercial sense.

The appellant appealed a Superior Court judgment recognizing an international commercial arbitral award in favour of the respondent.

The Court of Appeal dismissed the appeal, finding no error in the application judge's reasons.

Although the appellant's proposed fresh evidence met the Palmer test for admission, the Court found it unnecessary to consider it to reach its conclusion.

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

The applicant sought recognition and enforcement in Ontario of an international arbitral award issued in New York requiring the respondent to pay over USD $3.5 million.

The respondent argued the application was premature because it was commenced within the three‑month period for setting aside an award under the UNCITRAL Model Law and that enforcement would be contrary to public policy due to ongoing regulatory proceedings before the U.S. Securities and Exchange Commission.

The court held that the relevant inquiry is whether the award is binding at the time of the enforcement hearing, not when the application was commenced.

As no application to set aside or suspend the award was pending and the regulatory proceeding did not undermine the arbitral decision, there was no basis under Article 36 of the Model Law to refuse recognition or enforcement.

The award was recognized and enforced in Ontario.

The defendants brought a motion to strike portions of an amended statement of claim in a wrongful dismissal and defamation action brought by a former deputy fire chief against a municipality and its fire chief.

The impugned pleadings relied upon statements allegedly contained in a confidential report prepared for an in camera municipal council meeting concerning the plaintiff’s termination.

The court had previously ruled that the report was protected by solicitor-client and communications privilege under the Wigmore framework and was not producible.

Applying Rule 25.11 of the Rules of Civil Procedure and authority holding that references to privileged communications are scandalous, frivolous, or vexatious, the court found the pleading constituted an abuse of process.

The motion was granted and the offending paragraphs were struck, though the plaintiff was granted leave to bring a further motion to amend without relying on the privileged communication.

The court determined the proper interpretation of a consulting retainer agreement governing contingent transaction fees for the sale of a business.

The respondents argued the fee provision should be interpreted as a staged structure applying 3.5% up to $6 million and 5% thereafter, while the applicant maintained the contract required 3.5% of the entire purchase price plus an additional 5% of the amount above $6 million.

The respondents sought to introduce extrinsic evidence including prior negotiations and industry standards to support their interpretation.

The court held the contractual language was clear and unambiguous despite producing a surprising result and declined to consider extrinsic evidence.

The applicant’s literal interpretation of the fee provision was upheld.

The plaintiff trustee appealed an order of a Master granting a defendant leave to amend his statement of defence and assert a crossclaim against a co‑defendant following amendments to the statement of claim.

The appellant also sought leave to appeal out of time due to counsel’s inadvertence in missing the filing deadline.

The court granted the extension of time but dismissed the appeal on the merits.

Applying Rule 26.01 of the Rules of Civil Procedure, the court held that amendments to pleadings should be permitted unless non‑compensable prejudice arises, and that alleged prejudice based on the potential success of a defence does not qualify.

The court further held that any limitation issue concerning the crossclaim was a matter for the co‑defendant and not the plaintiff.

In a CCAA proceeding, the Applicants (Hollinger Inc. et al.) sought approval of settlement agreements with their former auditors (KPMG) and lawyers (Torys).

The Non-Settling Defendants, including Conrad Black and David Radler, opposed the settlements, arguing the court lacked jurisdiction and that the included third-party releases and bar orders would deprive them of procedural rights to discovery.

The court held it had jurisdiction under the CCAA to manage litigation as a corporate asset.

The court approved the Pierringer-style settlements, finding that the procedural rights of the Non-Settling Defendants could be adequately protected through active case management and the application of the principle of proportionality in discovery.

In a complex Commercial List case management proceeding involving multiple condominium corporations, lenders, and other parties arising from alleged fraud related to loans arranged for condominium corporations, the court addressed whether a previously scheduled separate hearing of a threshold issue should proceed.

The threshold issue concerned whether certain loans were enforceable against the condominium corporations.

Several parties withdrew their earlier consent to bifurcate the proceedings under Rule 6.1.01 of the Rules of Civil Procedure.

The court held that, absent unanimous consent, it lacked jurisdiction to compel a separate hearing of the threshold issue and therefore cancelled the proposed hearing.

The court instead directed that the actions proceed expeditiously to a consolidated trial with a structured discovery process and encouraged mediation.

Following the dismissal of an action and related summary judgment proceedings, the successful defendants sought substantial partial indemnity costs against the plaintiffs.

The court considered the factors under Rule 57.01(1) of the Rules of Civil Procedure and assessed the reasonableness of the claimed fees, hourly rates, and the nature of work performed.

The court emphasized that costs awards should relate to steps authorized by the rules and excluded various client communications and strategic consultations that were not directly tied to procedural steps in the litigation.

Significant reductions were applied to certain categories of claimed work, including general preparation and work associated with abandoned or unnecessary motions.

The court ultimately fixed global cost awards payable by the plaintiffs to each set of defendants.

The applicants challenged a City of Toronto by-law imposing an annual tax on third-party signs, arguing it was an ultra vires indirect tax, discriminatory, and that existing signs were grandfathered under the City of Toronto Act.

The application judge upheld the by-law but found existing signs were grandfathered and granted a sealing order over the applicants' financial information.

The Court of Appeal dismissed the applicants' appeals, finding the tax was direct and not discriminatory.

The Court allowed the City's cross-appeal, holding that the grandfathering provision applies only to regulatory by-laws, not taxing by-laws, and that the sealing order was unjustified under the Dagenais/Mentuck test.

The plaintiffs sued the defendant law firm for professional negligence arising from advice given during a share purchase transaction.

The plaintiffs alleged the law firm failed to properly advise them on the risks associated with a pending wrongful dismissal lawsuit against the target company, resulting in a liability that exceeded the negotiated indemnity.

The defendant law firm moved for summary judgment to dismiss the action.

The court granted the motion, finding that the plaintiffs failed to establish a breach of the standard of care without expert evidence, and failed to prove that the alleged negligent advice caused their damages.

The moving parties sought a stay of proceedings relating to a sealing order in a CCAA proceeding pending the determination of their application for leave to appeal to the Supreme Court of Canada.

The motion judge dismissed the request, finding that the CCAA judge was better placed to assess the stay, and that the moving parties failed to demonstrate irreparable harm or that the balance of convenience favoured a stay.

The motion was dismissed with costs awarded to the responding party.

The appellant appealed a motion judge's decision refusing to permit the addition of lawyer defendants to a statement of claim.

The motion judge had determined the proposed claims were not tenable at law.

The Court of Appeal allowed the appeal, finding that the proposed fresh as amended statement of claim, which alleged the lawyers provided incorrect advice regarding a share repurchase and litigation exposure, disclosed a tenable cause of action.

The Court also noted the motion judge improperly engaged in an assessment of the merits rather than solely assessing whether the claims were tenable at law.