J. Nemers

In an insolvency proceeding involving syndicated mortgage investments, the court-appointed trustee brought a motion to dismiss a claim by an individual and his company for fees and a priority charge against the respondents' assets.

The claimant alleged he had an oral agreement to provide services to the Investors' Committee and sought approximately $103,000.

The court found no binding contract existed as the parties had not agreed on all material terms and the claimant had insisted on a signed agreement.

The court also rejected a quantum meruit claim, finding the claimant's services were provided gratuitously while pitching for a retainer.

Finally, the court held there was no basis under statute or inherent jurisdiction to grant a retroactive priority charge for the claimant's fees.

The claim was dismissed.

In an insolvency proceeding involving syndicated mortgage investments, a claimant sought approximately $103,000 in fees for services allegedly provided to the Investors' Committee, along with a court-ordered priority charge against the respondents' assets.

The court dismissed the claim, finding that no binding contract was ever formed as the parties had not agreed on all material terms and the claimant had insisted on a signed agreement.

The court also rejected a claim in quantum meruit, concluding the claimant provided services gratuitously while negotiating a retainer.

Finally, the court held there was no basis in its inherent jurisdiction to grant a retroactive priority charge for the claimant's fees.

The applicant, Zochem Inc., applied under Part IV of the CCAA for recognition of First Day Orders made by the U.S. Bankruptcy Court in Chapter 11 proceedings.

The court found that the U.S. proceeding was a foreign main proceeding, as the debtors were managed as an integrated group from the United States, despite Zochem's operations being in Ontario.

The court also recognized the interim financing order and granted a super-priority charge for the DIP lender, noting that the interim advance was necessary to meet payroll and that the directors must act in the best interests of the Canadian corporation.