Jonathan Silver

Following a motion for directions where the court ordered that the corporate respondent not pay the personal respondents' legal fees for their appeal of a winding-up order, the court determined costs.

The applicant sought costs of $4,500 on a partial indemnity basis.

The respondents failed to provide written submissions.

The court awarded the requested $4,500 to the applicant, ordering that it be paid jointly and severally by the personal respondents, as their conduct in breaching a stay order necessitated the motion.

The appellant, an investor, sought damages from specific-project corporations on the basis of knowing assistance in a breach of fiduciary duty arising from a complex multi-million dollar real estate fraud perpetrated by a married couple.

The couple convinced investors to invest in specific-project corporations to acquire and hold commercial real estate, but instead diverted the funds for personal use.

The application judge dismissed the knowing assistance claim, finding the fraudulent wife's knowledge could not be imputed to the specific-project corporations.

The majority of the Court of Appeal allowed the claim.

The Supreme Court of Canada allowed the appeal, agreeing with the dissenting judge below that the knowing assistance claim must fail.

The Court clarified that while Livent permits courts to decline to apply corporate attribution where the public interest so requires, the minimal criteria from Canadian Dredge must always first be satisfied.

Following the dismissal of the appellants' appeal from an order liquidating the corporate defendant, the respondent sought costs of the appeal and a prior stay motion.

The Divisional Court fixed costs at $25,000 on a partial indemnity basis, payable solely by the personal appellants to prevent the respondent from effectively paying half of his own costs through the corporation.

The court also ordered the personal appellants to fully indemnify the respondent and the corporation for the fees of a monitor appointed during the stay, as the monitor was necessitated by the personal appellants' oppressive conduct.

The court-appointed monitor sought directions on whether Di Battista Gambin Developments Limited (DBG) should pay the legal fees incurred by the Di Battista respondents for their appeal of a winding-up order.

The court found that the appeal was solely for the benefit of the individual Di Battista respondents, whose conduct had been found oppressive, and not for the mutual benefit or ordinary course of DBG's business.

Therefore, DBG should not fund the appeal costs, and the Di Battista respondents were ordered to repay any legal fees already paid by DBG.

The appellants appealed a motions judge's decision ordering the liquidation of a closely-held corporation as a remedy for oppression and breach of fiduciary duty.

The appellants argued that the remedies of disgorgement and constructive trust were sufficient and that liquidation was punitive.

The Divisional Court dismissed the appeal, finding that the motions judge properly exercised his discretion to order liquidation because the trust underpinning the shareholders' agreement had been destroyed, the appellants had committed grave breaches, and the business was no longer operating as originally intended.

The court also upheld the brief two-week election period granted to the appellants to purchase the respondent's shares.

The appellant sought life insurance proceeds after paying premiums under an oral separation agreement that required maintenance of her beneficiary designation.

The insured later redesignated a new spouse as irrevocable beneficiary, and the proceeds were paid accordingly.

The majority held the respondent was unjustly enriched at the appellant’s expense and found no juristic reason under the Insurance Act to defeat restitution.

A remedial constructive trust over the full proceeds was imposed because a personal remedy was inadequate in the circumstances.

The dissent would have dismissed the appeal on the basis that statutory beneficiary protections supplied a juristic reason and that corresponding deprivation was not established.

The Canadian National Railway Company (CNR) moved to stay an application brought by the Regional Municipality of Halton and its constituent municipalities (Halton) concerning the applicability of provincial and municipal laws to CNR's proposed intermodal rail hub in Milton.

Halton's application sought declarations on constitutional division of powers issues, arguing that provincial and local laws of general application should apply to the federal undertaking.

CNR contended the application was premature and interfered with an ongoing federal environmental assessment process.

The court granted CNR's motion to stay Halton's application, finding that while the constitutional issues were not hypothetical, the federal environmental review panel was mandated to consider local concerns and impacts, and allowing the application to proceed would be an unwarranted intrusion into the federal process and an inefficient use of judicial resources.

The stay is temporary, pending the completion of the federal environmental assessment and the Minister's decision.