John Ormston

This decision addresses a reference ordered by Kimmel, J. to resolve disputes between a Landlord (2356802 Ontario Corp.) and a Tenant (285 Spadina SPV Inc.) regarding the Tenant's use of a $3,164,000 construction allowance.

The Landlord sought reimbursement for funds allegedly misspent on non-Landlord's Work.

The Tenant, through Ronald Hitti (also a respondent), argued against the need for accounting and, alternatively, that all funds were properly used.

The court found that the Tenant failed to adequately account for a significant portion of the allowance, ordering 285 Spadina SPV Inc. to reimburse $1,501,139.64 and Ronald Hitti personally to reimburse $3,500.

The appellant, a co-founder of a technology company, appealed the dismissal of his application for an oppression remedy under the Canada Business Corporations Act.

The application judge had focused narrowly on the employment agreement, finding no reasonable expectation of indefinite employment.

The Court of Appeal allowed the appeal, holding that the application judge erred by failing to consider the appellant's reasonable expectations as a shareholder and director, and by focusing solely on the written agreements rather than the broader equitable context of the oppression remedy.

The matter was remitted to the Superior Court for a trial to resolve factual disputes and credibility issues.

The applicants brought a motion to declare Ronald Hitti a vexatious litigant under section 140 of the Courts of Justice Act and, alternatively, to prohibit him from making further motions without leave under Rule 37.16.

The court reviewed Hitti's persistent and acrimonious conduct, including repeated unsuccessful motions, failure to pay multiple costs awards, and abusive correspondence.

The court found that Hitti's conduct met the criteria for vexatious litigation, granted the relief sought, declared him a vexatious litigant, and prohibited him from bringing further motions without leave.

Costs were awarded against Hitti.

The plaintiff brought an action for damages relating to a dispute over sales commissions.

The defendants brought a motion to stay the action based on arbitration clauses in the relevant sales agreements.

The plaintiff argued the clauses were invalid due to vagueness or unconscionability.

The court found the arbitration clauses were binding, unambiguous, and not unconscionable, and stayed the action in favour of arbitration.

The plaintiff software provider sued the defendant investment management firm for unpaid invoices under an Investment Administration Services Agreement.

The dispute centered on whether the plaintiff could charge additional fees based on the Assets Under Administration (AUA) of all the defendant's funds, or only the specific fund for which the software was initially used.

The court applied principles of commercial contractual interpretation and found the plain language of the Agreement allowed fees based on total AUA.

The plaintiff was awarded $16,242.19 for AUA fees.

However, the court dismissed the plaintiff's claims for concurrent user fees and post-termination service charges, finding the contract ambiguous on concurrent users and noting the plaintiff breached its own post-termination obligations.

The defendant's counterclaim for wrongful termination was dismissed because the termination was lawful given the unpaid AUA fees.

The court determined costs for consolidated matrimonial and civil proceedings.

Barbara Ann Blatherwick sought full indemnity costs from Brian Earl Blatherwick and joint and several costs from Seasons (H.K.) Limited.

The court found Brian Earl Blatherwick acted in bad faith throughout the litigation, engaged in deliberate non-disclosure, and complicated the proceedings, warranting full indemnity costs.

Barbara Ann Blatherwick was awarded $1,401,031.31 against him.

Seasons (H.K.) Limited was also found to have acted in bad faith and engaged in reprehensible conduct by presenting false documents and evasive evidence, leading to an award of full indemnity costs of $147,877.41 against it.

This amount was included in the award against Brian Earl Blatherwick and made joint and several to that extent only.

The court rejected a broader joint and several liability for Seasons (H.K.) due to lack of notice and policy concerns regarding consolidation.

A shareholder dispute arose during implementation of a prior court order directing valuation of a company and providing one shareholder an option to purchase the other’s shares.

The applicant sought to replace the process with a buy/sell mechanism and contested the information to be provided to the court‑appointed appraiser, while also attempting to rely on a personal net worth statement of the respondent obtained from family law proceedings.

The court held that the appraiser should be free to evaluate all information provided by the parties and declined to prescribe limits on materials submitted.

The request to replace the previously ordered process with a buy/sell arrangement was refused, though the court varied timelines to complete the valuation.

The court also ruled that the inadvertently disclosed net worth statement remained privileged and could not be relied upon.

Following an earlier order directing the valuation of corporate shares in a closely held company and granting one shareholder an option to purchase the other’s shares, the parties were unable to agree on the appointment of a business valuer and real estate appraiser or on the terms of their mandate.

The court provided procedural directions establishing a structured nomination and selection process for both professionals, including nomination lists, conflict‑of‑interest objections, and a ranking system to determine appointments.

The court further directed that the valuer conduct the valuation of the company as a going concern without applying a minority discount and that the appraiser’s investigative recommendations be coordinated through the valuer.

Professional fees were ordered to be borne by the company.

A deadline was imposed for completion of the valuation and appraisal.

A corporation sought leave under Rule 13.01 of the Rules of Civil Procedure to intervene in pending motions concerning enforcement and variation of a document production order involving a law firm and a related company.

The proposed intervenor asserted that certain documents in the law firm’s files were subject to solicitor-client privilege under a sole retainer and were outside the scope of the earlier consent production order.

The court held that the proposed intervenor had a direct interest in the subject matter of the dispute because the documents were claimed to be its property and potentially privileged.

Allowing intervention would not cause undue delay or prejudice.

The motion to intervene was granted and the existing sealing order was varied to permit access by the intervenor and its counsel.

The Ontario Securities Commission held a hearing to consider a settlement agreement between Staff and Kwok-On Aloysius Lo.

Lo admitted to executing trades that created a misleading appearance of trading activity and price, including wash trades, and to trading in the accounts of two other individuals without being registered.

The Commission approved the settlement agreement, finding it in the public interest, and ordered a 10-year registration ban, a 5-year trading ban with an RRSP carve-out, disgorgement of $18,641, and $5,000 in costs.