J. Kaufman

This application concerned a dispute over a loan agreement and a supplementary security agreement involving pledged shares.

The applicants sought a declaration that the transfer of pledged shares to the respondents was null and void, or alternatively, relief under the Personal Property Security Act (PPSA) or equitable relief from forfeiture.

The court found that the applicants had defaulted on the loan agreement, and the respondents acted within their contractual rights under the security agreement to transfer the shares upon default, without needing to comply with PPSA notice requirements for disposal.

The court also denied equitable relief from forfeiture due to the applicants' conduct and lack of evidence of ability to pay.

The application was dismissed, and the applicants were ordered to pay substantial indemnity costs.

The applicant sought to enforce a July 10, 2019 order from the Supreme Court of the State of New York appointing a temporary guardian for the respondent's mother and ordering the applicant, as trustee of a spousal trust, to pay funds for her well-being and investigation of her whereabouts.

The court applied the test for recognizing foreign judgments, finding the New York court had jurisdiction and the funding order was final.

The court recognized the order regarding the funding provisions but declined to recognize the provisions granting access to medical and confidential information due to privacy concerns.

The applicant, Rocco Furfari, brought a motion to enforce minutes of settlement, specifically seeking an adjustment to estate distributions for legal fees totaling $102,215 previously paid on behalf of the respondent, Tony Furfari, from the deceased's assets, and an amendment to a consent order (the "Penny Order").

Rocco also sought directions for a further interim distribution of $350,000 from the estate.

The court dismissed the motion to amend the Penny Order, finding that the minutes of settlement were ambiguous and Rocco failed to prove that the order contained an accidental slip or omission regarding the legal fees.

The court also denied the request for directions regarding estate administration, finding no evidence that the estate trustee, Tony, failed in his duties or acted in bad faith, and that the requested distribution was not rationally connected to the alleged breaches of duty.

The defendants brought a motion to disqualify the plaintiff's counsel, Gowling WLG (Canada) LLP ("Gowlings"), from further representing the plaintiff.

The defendants argued that Gowlings possessed confidential information obtained during failed negotiations with four dissident partners (now associated with the defendants) and that Gowlings partners were likely material witnesses.

The court found that Gowlings held confidential information relevant to the claims, imparted under a reasonable expectation of confidentiality, and that there was a risk of misuse.

Given the lack of an immediate and effective ethical wall, and the early stage of litigation, the court granted the motion, disqualifying Gowlings.

The potential for Gowlings partners to be witnesses was considered an additional factor supporting disqualification.

Application for a final order approving a corporate plan of arrangement under s. 182 of the Ontario Business Corporations Act.

The proposed transaction involved the acquisition of a steel manufacturer through an arrangement negotiated at arm’s length with an acquiring corporation and its subsidiary.

The court applied the governing principles from BCE Inc. v. 1976 Debentureholders, requiring that the arrangement constitute a valid statutory arrangement, comply with procedural requirements, be proposed in good faith, and be fair and reasonable.

Evidence demonstrated extensive negotiations, fairness opinion support, overwhelming shareholder approval, and the absence of dissent or opposition.

The court concluded the arrangement had a valid business purpose and fairly resolved the interests of affected stakeholders.