Jeffrey Andrew Levine

The appellant Noteholders appealed orders approving a bridge loan, a $36 million DIP financing facility, and a Management Incentive Plan (MIP) for the respondent debtor under the CCAA.

The debtor's principal asset was a $3.4 billion arbitration claim against Venezuela.

The Noteholders argued the DIP financing, which could outlast the CCAA protection period and granted the lender a 35% interest in the arbitration proceeds, was effectively an arrangement requiring creditor approval.

The Court of Appeal dismissed the appeal, finding that the supervising judge reasonably exercised his broad discretion under s. 11.2 of the CCAA to approve the financing necessary to pursue the arbitration, and that the financing did not constitute a plan of arrangement.

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.

The appellant sold a waterjet machine to a debtor and perfected its purchase money security interest by registering under the PPSA.

Unbeknownst to the appellant, the debtor immediately transferred the machine to a related company.

The related company later obtained financing from the respondent, who registered a security interest against the related company's assets.

The Court of Appeal held that the appellant's security interest remained perfected and took priority under s. 48(2) of the PPSA, as the appellant registered a financing change statement within 30 days of learning of the unauthorized transfer.

The appellant's discharge of a separate, unrelated registration against the related company did not unperfect its original security interest.

The plaintiffs appealed an order determining that Ontario lacked jurisdiction or was forum non conveniens for their claims of breach of contract and misrepresentation against their insurance brokers and insurers.

The claims arose from a lapsed umbrella liability policy.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that the central core of the lawsuit concerned contracts and representations made in Quebec, and that the plaintiffs' presence in Ontario was insignificant.

The moving party sought leave to appeal a decision dismissing its motion to vary the terms of an injunction.

The moving party argued the decision conflicted with other cases and there was good reason to doubt its correctness.

The court dismissed the motion, finding no conflict in principle, no reason to doubt the correctness of the order, and that the proposed appeal did not involve matters of general public importance.

Costs of $5,000 were awarded to the responding party.

The applicant, a pharmaceutical manufacturer, sought judicial review of a recommendation by the Canadian Agency for Drugs and Technologies in Health (CADTH).

The applicant alleged that CADTH breached its duty of procedural fairness by failing to publish draft rules for a pilot project and by allowing a competitor to participate, thereby giving the competitor an unfair market advantage.

The Divisional Court dismissed the application, finding that CADTH had widely communicated the existence of the pilot project to the industry and that any manufacturer, including the applicant, could have volunteered to participate.

The court concluded that CADTH's conduct was transparent, even-handed, and reasonable, and that there was no breach of the applicant's legitimate expectations.