J. Heller

The defendant brought a refusals motion seeking answers to numerous questions refused during the cross‑examination of the plaintiff’s witness in connection with pending motions concerning the Business Names Act.

The underlying dispute involved a claim for payment for imported food products and a defence alleging the action was a nullity because the plaintiff’s business name registration had expired.

The court applied principles governing the scope of cross‑examination on motions and the proportionality requirement under the Rules of Civil Procedure.

It held that most of the requested information constituted an overly broad fishing expedition unrelated or disproportionate to the issues relevant to leave under s. 7(2) of the Business Names Act.

Limited additional production relating to responsibility for corporate filings, business name registration documents, certain annual returns, and a specific revenue issue was ordered, while most refusals were upheld.

The applicant corporation, undergoing liquidation, brought a motion for directions regarding the distribution of assets attributable to shareholders whose whereabouts were unknown.

The applicant proposed transferring the undistributed funds to a related cultural organization to hold in trust, or alternatively to the Public Guardian and Trustee.

The Public Guardian and Trustee opposed the proposal and argued that the funds should be delivered pursuant to s. 268(1) of the Corporations Act.

The court held that the statutory scheme under the Corporations Act operates as the default mechanism for handling distributions to unlocated shareholders and maximizes their opportunity to claim their entitlements.

The court directed that the funds be delivered to the Public Guardian and Trustee to be held in trust in accordance with the statutory provisions.

The applicant corporation, authorized to wind up its affairs, sought directions on the distribution of its assets to shareholders.

A shareholder brought a companion motion seeking a reference to a Master to identify shareholders and for an accounting, which was dismissed as the corporation had provided sufficient evidence of its process.

The court granted a sealing order over the confidential Shareholder Lists, applying the Sierra Club test.

The court approved an initial distribution of $1 million but required further court approval for subsequent distributions, and directed the corporation to continue investing funds in an interest-bearing account.