Jeffrey Andrew Levine

The applicant sought an order compelling the respondent to comply with a Divisional Court order to call a shareholders' meeting with a specific record date (October 24, 2016).

The respondent faced difficulties with its transfer agent, Computershare, in generating an omnibus proxy for the specified record date, citing standard securities communication requirements (National Instrument 54-101) and the need for a new record date.

The court clarified its jurisdiction, emphasizing that the Divisional Court had already set the record date as a fundamental element of its order.

The court found that technical compliance mechanisms like NI 54-101 and s. 95(4) of the Business Corporations Act could be overridden by court orders under s. 106 of the OBCA to achieve justice.

The court ordered a customized approach, authorizing the use of a specific report for shareholder identification and directing intermediaries to transmit meeting materials and voting preferences based on the original record date, regardless of subsequent share transfers.

The moving party sought to set aside a Master's report and withdraw an admission regarding the date of a mortgage advance relevant to lien priority under the Construction Lien Act.

The admission established that funds were advanced on November 19, 2009, giving the lien claimant priority over the mortgage advance.

The court held the moving party failed to satisfy the leave test required to bring the interlocutory motion and withdraw the admission.

The evidence showed the admission resulted from litigation strategy and failure to obtain available documents rather than inadvertence or mistaken instructions.

The motion was dismissed and the Master's report left undisturbed.

The plaintiff brought a motion seeking leave to issue certificates of pending litigation (CPLs) against two Toronto properties, asserting a constructive trust based on alleged unjust enrichment after paying mortgages and expenses on behalf of the defendants.

The defendants argued that rents collected by the plaintiff exceeded the payments made and that no unjust enrichment occurred.

The court held that there was a triable issue regarding whether the plaintiff had been fully reimbursed and whether a constructive trust could be imposed.

However, the court declined to grant a CPL on one property because it had been sold and the proceeds would not satisfy the mortgage.

Leave to issue a CPL was granted only with respect to the Carlaw Avenue property.

In Companies’ Creditors Arrangement Act proceedings, the debtor sought approval of a debtor-in-possession financing facility, an extension of the stay of proceedings, approval of a management incentive plan, and approval of the monitor’s actions.

Certain noteholders opposed the proposed financing and incentive plan and proposed an alternative short-term DIP facility intended to maintain the status quo pending negotiation of a restructuring plan.

The court held that the debtor’s board had exercised reasonable business judgment after a competitive process and that the proposed financing satisfied the statutory considerations under s. 11.2 of the CCAA.

The court rejected the argument that the DIP facility constituted a de facto plan of arrangement requiring creditor approval and found the alternative financing proposal tactical and inconsistent with market conditions.

The management incentive plan was also approved as reasonable and necessary to retain key personnel responsible for pursuing a significant international arbitration claim forming the debtor’s primary asset.

In Companies’ Creditors Arrangement Act proceedings, the debtor sought approval of short‑term bridge financing pending a larger DIP financing facility.

Competing bridge financing proposals were advanced by an existing lender and by noteholders.

The court approved the debtor’s preferred proposal despite it being more expensive, holding that the board’s decision was protected by the business judgment rule and was supported by the debtor’s financial advisor and the monitor.

A cross‑motion by noteholders seeking revisions to the DIP auction procedures and exemption from signing a non‑disclosure agreement was largely dismissed, though the deadline for qualification as a bidder was briefly extended.