John M. Picone

The appellants brought motions to stay various sections of a Director's Order requiring them to maintain environmental protection measures and assess environmental conditions at steel mill and mining operations.

The Tribunal granted the Company Directors' motion to stay section 2.9 on consent.

The Tribunal also granted the Company and Company Officers' motion to stay section 2.11, but dismissed the request to stay the remaining sections.

The appellant, a Québec corporation, appealed the dismissal of its motion to stay proceedings brought by the respondent, an Ontario corporation, on the basis of jurisdiction and forum non conveniens.

The dispute involved a contract for the importation and sale of chicken.

The Court of Appeal found no palpable and overriding errors in the motion judge's findings that the contract was made in Ontario, the appellant carried on business in Ontario, and there was a real and substantial connection to Ontario.

The appeal was dismissed.

In CCAA liquidation proceedings, the secured creditor and investment advisor sought a declaration that it was entitled to a contractual additional fee arising from the sale of one of the debtor’s portfolio investments.

The creditor argued that the debtor breached a settlement agreement by failing to repay outstanding advisor debt before the asset sale closed, which would have triggered the fee.

The court held that the agreement required payment only when reasonably practicable based on the debtor’s commercially reasonable estimate of liquidity and expenditures.

Given the uncertainty of the closing and the debtor’s limited cash resources during CCAA proceedings, the decision to wait until proceeds were actually received was commercially reasonable.

The motion for a declaration and payment of the additional fee was dismissed.

The applicants sought a declaration that they were entitled to supplementary pension benefits under the respondent's supplementary pension plan following a partial wind up of the registered pension plan.

The partial wind up triggered statutory 'grow in' benefits under the Pension Benefits Act, allowing the applicants to retire early with unreduced pensions.

The court interpreted the supplementary plan's formula, which explicitly excluded 'grow in' benefits from the calculation of the base pension amount.

The court found that when the 'grow in' benefits were excluded, the applicants' base pension amounts were less than the pension benefits they actually earned, resulting in no supplementary benefits being payable.

The application was dismissed, and the court declined to order costs payable from the pension fund.

In a contested shareholder proxy fight arising from a requisitioned special meeting, the applicants sought court supervision over meeting procedures under the Business Corporations Act, including appointment of an independent chair and invalidation of the management proxy form.

The court held that an independent chair would not be imposed absent evidence of demonstrated impropriety or a likelihood the proposed chair would act unfairly, and speculation about associations with incumbent management was insufficient.

The court also declined to invalidate the current proxy, finding it reflected the requisitioned resolutions, did not conflict with the governing statute or securities requirements, and better avoided voter confusion.

Issues relating to compliance of the dissident slate with the corporation's by-laws and proxy inspection logistics were left to be addressed in context if necessary after the meeting.

An estates dispute arose over ownership of a residential property transferred by elderly parents to a daughter as a joint tenant without consideration.

The applicants alleged the transfer was invalid due to non est factum, undue influence, or a resulting trust, and alternatively argued that a later transfer severed the joint tenancy.

The court found the parents understood the nature and consequences of the transaction and intended to make a complete inter vivos gift, thereby rebutting the presumption of resulting trust under Pecore.

The court also held the later transfer into the daughter’s sole legal title accompanied by a declaration of trust did not sever the joint tenancy.

The property was ordered sold with net proceeds divided equally between the surviving parent and the daughter, and the daughter’s claim for reimbursement for renovations was dismissed for lack of proof.

A dissident unitholder sought declarations allowing it to nominate trustees at a real estate investment trust’s annual meeting despite the trust’s advance notice policy.

The dispute turned on the interpretation of a proviso stating that adjournment or postponement of a meeting would not commence a new nomination period.

The court held that the nomination window is triggered by the actual date of the meeting, not the originally scheduled date, and that the proviso merely prevents previously valid nominations from becoming stale after postponement.

Interpreting the declaration of trust according to contractual principles and favouring unitholder electoral rights where ambiguity exists, the court concluded that the applicant’s nomination notice was timely.

The applicant was therefore entitled to nominate trustees at the meeting.

The applicants moved for declarations regarding their pension rights under a supplemental pension plan.

The respondent argued the claims were barred by the Limitations Act, 2002, asserting the limitation period began when option statements denying the benefits were issued.

The court held that the claims were not statute-barred, finding that the cause of action for pension benefits does not crystallize until the payments actually fall due and are wrongfully refused, rather than when an anticipatory breach occurs.

The applicants sought relief under the Arbitration Act and judicial review under the Judicial Review Procedure Act to challenge an arbitrator's award.

The Divisional Court held it lacked jurisdiction under the Arbitration Act, as such applications must be brought before the Superior Court of Justice.

The Court also held that judicial review is a public law remedy unavailable to challenge a private consensual arbitrator's award.

The application for judicial review was quashed, and the remaining relief was referred to the Superior Court.