John Porter

The applicant, a dissenting shareholder in a corporate amalgamation, applied to the court to fix a fair value for his shares under s. 185 of the Business Corporations Act.

The respondent argued the application was out of time, but the court exercised its discretion to extend the deadline.

The court rejected the applicant's claimed value based on an informal statement by the CEO, as well as the respondent's heavily discounted offer.

Relying on the implied share value from the amalgamation exchange ratio, the court fixed the fair value at $0.236 per share, awarding the applicant $271,400 plus partial indemnity costs.

The plaintiffs in a class action sought court approval for a settlement agreement with certain defendants, class counsel fees and disbursements, and honorariums for the representative plaintiffs.

The settlement amount was $37 million.

The court approved the settlement, finding it fair and reasonable given the litigation risks, including dissolved corporate entities and limitations issues.

The court also approved the 30% contingency fee for class counsel and $50,000 honorariums for each representative plaintiff, recognizing their exceptional involvement and exposure to costs.

In a CCAA proceeding, the Functionary and Terra Firma brought a motion to late file a claim and to approve a settlement agreement between them regarding the distribution of the debtor's funds.

The court allowed the late filing of the claim but ruled the Functionary's unsworn report inadmissible.

The court dismissed the motion to approve the settlement, finding that a settlement of claims against the debtor requires the consent of the debtor or the Monitor, neither of which had agreed to the settlement.

A family-owned meat processing business went bankrupt, terminating approximately 800 employees.

Two representative actions were commenced: one by Sam Caetano for unionized employees and another by Debbie and Alex Abreu for non-unionized employees, alleging wrongful dismissal, common employment, conspiracy, and oppression against solvent related companies and individuals.

The defendants brought motions to stay the Caetano action for lack of jurisdiction and to dismiss both representative actions as time-barred.

The court granted the jurisdiction motion, staying the Caetano action entirely, finding that claims by unionized employees under a collective agreement fall within the exclusive jurisdiction of labour tribunals.

The court also granted in part the limitations motion, dismissing the Caetano representative action as time-barred because the required Rule 12.08 representation order was not obtained prior to commencement.

However, the Abreu representative action, brought under Rule 10.01, was found not to be time-barred, but was allowed to proceed only on the condition that the plaintiffs forthwith obtain a representation order.

Following dismissal of a motion seeking production of documents in insolvency proceedings under the Companies’ Creditors Arrangement Act, the court determined the quantum of costs payable to the successful parties.

Applying the reasonableness principle and the factors in Rule 57.01 of the Rules of Civil Procedure, the court assessed costs claimed by the monitor, the creditors’ committee, and the applicants.

The court rejected arguments that certain participants should receive reduced or no costs and instead fixed reasonable amounts reflecting their participation in the motion.

Costs were awarded to each successful party and ordered payable within 30 days.

In the context of CCAA proceedings, the moving party sought an order requiring the Monitor to disclose all information and documents it considered when reviewing proofs of claim submitted by another creditor group.

The moving party intended to use this information at a claims hearing to argue that the claims officer should apply the same standard of proof used by the Monitor.

The court dismissed the motion, finding that the roles of the Monitor and the claims officer under the claims procedure order were fundamentally different, and the request constituted an impermissible collateral attack on that order.

Furthermore, the court noted that comparing claims would result in an unnecessary trial within a trial and risk disclosing confidential lending practices.

The Chapter 11 Debtors brought a motion under section 49 of the CCAA for recognition and implementation of several orders made by the U.S. Bankruptcy Court, including a Final DIP Facility Order.

The Information Officer noted that the Final DIP Facility Order contained a partial 'roll up' provision that would not be permissible under section 11.2 of the CCAA in a domestic proceeding.

The court held that recognition of the foreign orders was necessary for the protection of the debtors' property and creditors' interests, and that the public policy exception under section 61(2) of the CCAA should be interpreted restrictively and did not apply to prevent recognition.

On an unopposed insolvency motion under Part III of the Bankruptcy and Insolvency Act, the moving parties sought sanction of an amended consolidated proposal with substantive consolidation and a broad third-party release.

The court applied the section 59(2) reasonableness-and-benefit test, considered good faith and creditor voting support, and accepted that the proposal met statutory requirements.

The court held that third-party releases were permissible in the circumstances and interpreted the statute harmoniously with restructuring principles applied under related insolvency legislation.

Applying the Metcalfe criteria, the court found the release was necessary, supported by tangible contributions, and beneficial to creditors generally compared with bankruptcy alternatives.

The sanction order was granted.