Jeffrey Larry

The appellants sought production of trust ledgers of the respondents' law firms and unredacted bank statements in a civil fraud action, arguing that the records were necessary to trace funds and determine if the respondents breached Mareva injunctions.

The courts below held that the trust ledgers were presumptively privileged, the presumption was not rebutted, and the crime-fraud exception did not apply.

The Divisional Court also remitted the issue of privilege over the unredacted bank statements to the motion judge.

The Court of Appeal dismissed the appeal, holding that the trust ledgers were presumptively privileged and the presumption was not rebutted.

The Court also held that while the crime-fraud exception could apply in a civil action for fraud or breach of a court order, the appellants failed to establish a prima facie case for its application.

The Court found no error in remitting the bank statements issue to the motion judge.

The plaintiff sought an interlocutory injunction to enforce non-competition and non-solicitation clauses against a former investment advisor.

The defendant had previously sold his business to the plaintiff's parent company and signed an employment agreement containing the restrictive covenants.

After resigning, the defendant allegedly solicited clients and employees to join him at a competing firm, and breached an interim injunction by contacting clients.

The court found a strong prima facie case that the restrictive covenants were valid and breached, and that the plaintiff would suffer irreparable harm.

The interlocutory injunction was granted.

The plaintiff brought an urgent motion for an interim injunction.

As the defendants were only served on the morning of the hearing, the motion proceeded effectively on an ex parte basis.

The court found sufficient grounds in the plaintiff's materials to justify issuing an interim injunction and scheduled a return date for a full hearing.

The plaintiffs sued for breach of an oral profit-sharing agreement related to a federal government contract to supply surgical gowns during the COVID-19 pandemic.

The court found that the parties had formed a binding oral contract to collaborate and share net profits on an 80.6/19.4 split, despite the lack of a signed written agreement and the defendant's claim that board approval was required.

The court awarded the plaintiff $10,229,782 in damages, representing 19.4% of the net profits from the gowns contract.

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.

Following the release of the Court's decision on the appeal, submissions were received regarding the apportionment of costs.

The Court fixed costs of the appeal payable to the Receiver, the respondent 100 Ontario Inc., and the respondent Issam A. Saad, each in the amount of $15,000.

The appellant entered into an Agreement of Purchase and Sale with a court-appointed receiver to purchase real estate.

The receiver brought a motion for approval and vesting.

However, late-breaking offers emerged, including one 37% higher than the appellant's offer.

The motion judge declined to approve the sale and instead ordered a six-day extension of the bidding process.

The appellant appealed, arguing the motion judge misapplied the principles from Royal Bank of Canada v. Soundair Corp. The Court of Appeal dismissed the appeal, finding the motion judge properly exercised discretion in reopening the auction process given the magnitude of the late offer and the receiver's alternative recommendation.

The moving party brought a motion for leave to appeal a prior decision.

The Divisional Court dismissed the motion for leave to appeal.

No costs were awarded as the responding party failed to provide a costs outline.

The applicant, E. Automotive Inc., sought to unwind a transaction under section 248 of the Business Corporations Act, RSO 1990, c B.16, after its shareholding in Autocorp.

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Inc. was diluted below 33 1/3% through the issuance of shares to Blossom Street Ventures.

The court found that E. Automotive Inc. did not have a reasonably held expectation that its shareholding would not be diluted below a certain threshold, nor that shares would not be issued below market value for the purpose of affecting a vote.

The application was dismissed.

The moving parties brought motions for leave to appeal a decision of the lower court dated January 20, 2025.

The Divisional Court dismissed the motions for leave to appeal and awarded costs to the responding party fixed at $2,500 for each motion.

This decision concerns a motion for leave to appeal an order approving the sale of a property in receivership.

The moving parties, owners of the property, sought an adjournment to arrange financing to redeem the first mortgage and continue their affordable housing project.

The motion judge denied the adjournment and approved the sale.

On motion for leave to appeal, the Court of Appeal found that the proposed appeal did not raise issues of general importance, had little merit, and that granting leave would unduly hinder the receivership process.

The motion for leave to appeal was dismissed.

The Receiver sought an order for discharge and release, approval of its Third Report, statement of receipts and disbursements, and fees.

The Court declined to grant the discharge, citing CBJ’s unauthorized commencement of actions in Ontario and Alberta in breach of the Receivership Order.

The Court found CBJ’s disregard for court orders troubling and noted the lack of contrition or proper procedure to regularize its actions.

The motion for discharge was adjourned to allow for a more complete record and for the Receiver to advise on the value of the Ontario and Alberta actions to the estate.

The Court of Appeal for Ontario dismissed Andrew Miracle’s appeal from a summary judgment awarding his former lawyer $2,858,500 in contingency fees and upholding a solicitor’s lien.

The dispute arose from a business conflict between Miracle and his son over “Smokin’ Joe’s,” resolved by arbitration.

The court found that Miracle’s acquisition of the business constituted a “recovery” under the contingency fee agreement, even though he did not receive a cash award.

The court also upheld the enforceability of the contingency fee agreement and the granting of a common law solicitor’s lien, finding no error in the motion judge’s exercise of discretion.

The court dismissed motions by the defendants to strike out the plaintiff’s statement of claim on the basis of absolute privilege.

The case concerns whether statements made in an affidavit in another proceeding, about a non-party, are protected by absolute privilege.

The court held that absolute privilege is subject to exceptions and applies only to statements made “with reference to the inquiry.” Without the full context of the affidavit and related documents, the court could not determine that the claim was bound to fail.

The court also addressed the application of absolute privilege to counsel and found no basis to treat counsel differently in this context.

Costs were awarded to the plaintiff.

This is a costs endorsement following the dismissal of the plaintiffs' contempt motion against two defendants, Saad Aljabri and Mohammed Aljabri.

The plaintiffs had sought a contempt order for alleged breaches of a Mareva Order, with potential sanctions including striking defences and default judgments for billions of dollars.

The defendants, as successful parties, sought substantial indemnity costs.

The court declined to award substantial indemnity costs, finding the plaintiffs' conduct was not reprehensible, scandalous, or outrageous, nor did they pursue the motion for an improper tactical advantage.

The court awarded partial indemnity costs to the defendants for the contempt motion.

Additionally, the court fixed costs for several preliminary motions, with mixed success for the parties, rejecting a "distributive costs" approach for the contempt motion itself but fixing costs for each preliminary motion separately.

In the receivership of the Stateview entities, Tarion Warranty Corporation brought a motion seeking declaratory relief on behalf of purchasers who had paid deposits for pre-construction homes.

Tarion argued that the deposits were subject to an express or constructive trust and sought a remedial constructive trust to elevate the purchasers' priority.

The court dismissed the motion, finding that the purchasers had contractually subordinated their interests to secured lenders.

While an express trust existed for contracts with early termination provisions, the funds were not segregated.

The court declined to impose a remedial constructive trust, as doing so would improperly upset the priority scheme under the Bankruptcy and Insolvency Act.

This motion concerned the priority of new home purchasers' deposits in the bankruptcy of residential real estate developers (Stateview entities).

Tarion Warranty Corporation sought declaratory relief, arguing that the deposits were subject to express or constructive trusts due to unjust enrichment, which would elevate purchasers' claims.

The court dismissed Tarion's motion, finding that purchasers' agreements contained subordination clauses giving priority to secured lenders.

The court also determined that while express trusts existed for some purchasers with early termination provisions, these were not statutory deemed trusts.

Furthermore, there was no unjust enrichment for purchasers without express trusts, as the operation of the Bankruptcy and Insolvency Act constituted a juristic reason.

The court declined to impose a remedial constructive trust, emphasizing the high bar for such remedies in insolvency proceedings and the lack of a close causal connection between the deposits and the real property proceeds.

The applicant, J. Lang Management Inc., brought a motion for a certificate of pending litigation (CPL) over the "Jordon Lands" based on a contractual term in an asset management agreement.

This term stipulated that the respondents would grant a mortgage over the Jordon Lands to secure asset management fees if the applicant had a reasonable apprehension of non-payment.

The respondents argued the fees were not owed and that the applicant had provided no valuable services.

The court found that the applicant had raised a triable issue regarding its interest in the land and that granting the CPL was just and equitable.

The court rejected the respondents' proposed alternative security, emphasizing the importance of upholding the specific security terms negotiated in the commercial agreement.

The plaintiff brought a motion seeking a Mareva injunction against May Anis and BNP Advisors Inc., a finding of contempt against May Anis, and a variation of an order to make May Anis and BNP Advisors Inc. solely responsible for the Receiver's fees.

The motion arose from a shareholder and employment dispute where May Anis repeatedly produced forged bank records, lied under oath, and provided false information to the court and an investigative receiver.

The court granted the Mareva injunction, found May Anis in contempt due to her egregious and repetitive dishonest conduct, and ordered her and BNP Advisors Inc. to bear all Receiver's fees.

The plaintiff was awarded costs of the motion.

The defendant, Aescape Inc., brought a motion seeking to dismiss the claim for lack of jurisdiction, stay the action on the basis of forum non conveniens, and set aside service.

The plaintiff, Intercap Equity Inc., alleged a breach of an oral option agreement to invest in Aescape.

The court found that Intercap established a "good arguable case" that a contract was formed in Ontario, satisfying the "real and substantial connection" test for jurisdiction.

The court also determined that Aescape failed to demonstrate that New York was a "clearly more appropriate forum" to displace Ontario's jurisdiction.

Consequently, the motion was dismissed on all grounds.