Joseph Groia

The plaintiff sought leave under s. 138.8 of the Securities Act and certification under the Class Proceedings Act to bring a class action against a mining company for secondary market misrepresentation.

The plaintiff alleged that the company's public disclosures regarding mineral production and grade levels were false, as purportedly revealed by a subsequent technical report and anonymous short-seller internet postings.

The court dismissed the motion, finding that the plaintiff failed to show a reasonable possibility of success at trial because the defendants' uncontroverted expert evidence explained that the discrepancies between the reports were due to different reporting parameters, not misrepresentations.

The plaintiff, a successful retail stockbroker, sued his former employer for breach of contract, alleging he was owed a 10% finder's fee on several large corporate finance transactions under an April 11, 2006 agreement.

The court found that the agreement was exclusively a retail document and did not apply to transactions involving the employer's Capital Markets group.

The court also dismissed the plaintiff's claims for negligent overpayment of his assistant, unjust enrichment, bad faith, and entitlement to unvested deferred stock units.

The action was dismissed in its entirety.

The plaintiffs sought leave under s. 138.8 of the Securities Act and certification under the Class Proceedings Act for a proposed securities class action.

The plaintiffs alleged that the defendants misrepresented the company's ability to maintain its dividend, causing shareholders and debenture-holders to sustain losses when the dividend was cut.

The court dismissed the leave motion, finding no reasonable possibility that the secondary market misrepresentation claims would succeed at trial, as the defendants' statements were based on a genuine belief in their growth strategy at the time.

The court also dismissed the certification motion, holding that a class proceeding was not the preferable procedure for the remaining common law negligent misrepresentation claims, which require individualized proof of reliance.

The appellant appealed the summary dismissal of his defamation action against the author and publisher of a book about a street gang.

The appellant claimed a passage comparing him to a movie character carried defamatory meanings, including that he was a murderer and a psychopath.

The Court of Appeal upheld the motion judge's finding that the words were not capable of bearing those defamatory meanings and that true innuendo had not been properly pleaded.

However, the Court allowed the appeal in part to reduce the motion judge's costs award from substantial indemnity to partial indemnity, finding that Rule 49 did not automatically warrant substantial indemnity costs for a successful defendant.

The appellants appealed an order validating substituted service of a statement of claim on defendants residing in Guatemala.

Guatemala is not a signatory to the Hague Convention, and service was attempted by notaries in a manner that did not comply with Guatemalan law.

The Divisional Court dismissed the appeal, upholding the motion judge's finding that Rule 17.05(2) unambiguously allows a plaintiff to choose to serve a foreign party in accordance with Ontario rules when the foreign jurisdiction is a non-contracting state.

The Court held that this express rule overrides the international principle of comity.

The appellant appealed from an order dismissing its motion to stay or dismiss a proposed Ontario class proceeding for secondary market misrepresentation under Part XXIII.1 of the Securities Act.

The respondent, an Ontario resident, had purchased the issuer's shares on the New York Stock Exchange, and a parallel securities proceeding based on substantially the same alleged misrepresentations was already underway in the United States.

The court held that Ontario had jurisdiction simpliciter because the alleged statutory tort was committed in Ontario where disclosure documents were required to reach Ontario shareholders.

However, applying comity-based forum non conveniens principles, the court concluded Ontario should decline jurisdiction over foreign-exchange claims because the U.S. and U.K. regimes tie jurisdiction to the place of trading, parallel proceedings already existed, and Ontario jurisdiction would be opportunistic in light of negligible Canadian trading.

The court addressed three issues regarding the distribution of proceeds from the sale of properties by a court-appointed Sales Officer.

The court approved the Sales Officer's recommendation to reduce the general reserve and distribute funds following the closing of two properties.

The court also directed that future costs of the Sales Officer be allocated to the sole remaining property.

Finally, the court declined to eliminate or reduce a $7.5 million Settlement Liquidity Holdback, maintaining it to ensure liquidity for accounting adjustments and to incentivize the parties to advance the long-standing family litigation.

The respondent, a former CEO and director of the appellant corporation, was removed from his position by shareholders.

He filed a claim for enhanced severance, a bonus, and a share appreciation rights (SAR) cancellation award under his management services agreement.

The trial judge found that the respondent breached his fiduciary duties by establishing the bonus and SAR cancellation awards for his own benefit, but still awarded him the enhanced severance, finding the breach did not constitute a default under the agreement.

The Court of Appeal allowed the corporation's appeal, holding that the trial judge's interpretation of the agreement ignored s. 134(3) of the Business Corporations Act and led to a commercially absurd result.

The respondent's breach of fiduciary duty constituted a default disentitling him to the enhanced severance.

The applicant brought a motion for directions regarding the procedure for an oppression-related application involving disputes over family-owned corporations.

The applicant sought to sever and proceed first with issues concerning ownership and valuation of shares in one corporation, arguing that those issues were discrete and could be resolved without delay.

The respondents argued the matters were intertwined and that the entire proceeding should be converted to an action and proceed to trial.

The court held that it was premature to determine whether the issues could ultimately be severed or whether a trial would be required, and that the applicant should be permitted to proceed with the proposed application hearing limited to the corporate issues identified.

The parties were directed to establish a timetable for hearing the application issues.

The plaintiffs brought a motion seeking a declaration that several Guatemalan defendants were properly served with a fresh statement of claim outside Ontario or, alternatively, an order validating service.

The proceeding alleged a $400 million conspiracy and fraud causing damage in Ontario.

The court considered Rules 17.02 and 17.05(2) of the Rules of Civil Procedure governing service outside Ontario in non‑contracting states under the Hague Service Convention.

The court held that where the foreign jurisdiction is not a contracting state, parties may serve originating process using Ontario service rules rather than the foreign state's service regime.

Personal service on corporate defendants was valid, and service on individual defendants was validated under rule 16.08 because the claim came to their attention despite attempts to evade service.

In a shareholders’ dispute involving a corporation operating casinos abroad, the applicant sought interim injunctive relief against a trustee holding shares as bare trustee for the applicant and another beneficial owner.

The trustee refused to transfer the shares, asserting the beneficial owners were defaulting shareholders under a shareholders’ agreement and therefore could not exercise shareholder rights.

Applying the test in RJR-MacDonald Inc. v. Canada (A.G.), the court found a serious issue to be tried regarding whether the trustee breached fiduciary duties by asserting personal shareholder rights in conflict with his obligations as trustee.

The court also found risk of irreparable harm if the trustee continued acting as though the beneficial owners had no rights.

Interim orders were granted restraining the trustee from exercising rights attached to the trust shares and directing cooperation among the shareholders to maintain ordinary course operations pending the hearing of the application.

The moving defendants sought an extension of time to deliver their statements of defence in a complex commercial action alleging conspiracy and misappropriation of corporate assets relating to an international family business enterprise.

The plaintiffs opposed the request and argued the defendants should immediately challenge the pleadings or deliver defences.

The court exercised its discretion under the Rules of Civil Procedure to extend the time, finding that jurisdiction and service motions involving foreign defendants could significantly affect the structure of the litigation.

Requiring the defendants to attack the pleadings or file defences before those issues were resolved would create inefficiency, risk inconsistent rulings, and provide little practical progress in the litigation.

The extension was granted until the final determination of service and jurisdiction motions involving the foreign defendants.

Following earlier reasons dismissing most applicants’ requests for interim advancement of legal expenses from a corporation, the court addressed the costs of the applications.

The respondent corporation sought substantial indemnity costs exceeding $559,000 or alternatively partial indemnity costs, while the applicants argued that costs should remain in the cause of the underlying indemnity issue.

The court held that although the respondent was largely successful, payment of costs should be contingent on the outcome of the trial determining entitlement to indemnity.

The court fixed partial indemnity costs of $25,000 for a related motion and $165,000 for the applications, subject to specific allocations among applicants and exceptions for one successful applicant and another who withdrew participation.

Following a trial judgment awarding over $16 million to the plaintiff in a commercial dispute, the court determined the appropriate costs award and prejudgment interest.

The court held that although the plaintiff’s Rule 49 offer was served slightly outside the formal timing requirements, it could still be considered under Rules 57.01 and 49.13.

Substantial indemnity costs were awarded from the date of the settlement offer and for work responding to a serious trading‑manipulation allegation later abandoned by the defendant.

However, the court found the plaintiff’s claimed hours excessive and reduced the requested fees.

The court fixed total fees at $1,400,000 inclusive of taxes, allowed disbursements of $191,813, and awarded prejudgment interest at the statutory rate from the date the cause of action arose.

Following a nine‑day trial concerning whether corporate decisions favouring a chief executive officer were protected by the business judgment rule and whether the executive was entitled to severance benefits, the court found that the executive breached fiduciary duties but remained entitled to severance under his employment arrangements, subject to recalculation excluding benefits arising from the breach.

Both sides claimed substantial success and sought significant costs awards, including requests for substantial indemnity costs based on abandoned allegations and trial outcomes.

The court held that the litigation involved two principal issues—fiduciary breach and entitlement to severance—and each party succeeded on one of them.

Because success was effectively divided and no settlement offers were made, the court determined that neither party should recover costs.

The appellant former directors and officers of Look Communications Inc. sought advance funding for their legal costs to defend an action brought against them by the corporation for breach of fiduciary duty.

The corporation resisted the claims under s. 124(4) of the Canada Business Corporations Act, arguing the appellants had not acted in good faith.

The application judge refused advance funding, finding the corporation had established a strong prima facie case of bad faith regarding equity cancellation payments and legal retainers.

The Court of Appeal dismissed the appeal, confirming that s. 124(4) applies to actions brought by the corporation and that the strong prima facie case standard is the appropriate test for denying advance funding.

The plaintiff, a junior oil and gas exploration company, sued the defendant underwriter for breach of a 'bought deal' engagement letter.

The defendant failed to close the transaction, arguing the letter was merely an agreement to agree and relying on 'out clauses' due to a drop in oil prices.

The court found the engagement letter was a binding contract and that the defendant could not rely on the out clauses, as it had not negotiated an underwriting agreement and the drop in oil prices did not constitute a material adverse change or disaster.

The plaintiff was awarded over $16 million in damages, representing the difference between the contract price and the replacement financing price, plus interim loan costs.

Following a successful motion removing a litigation guardian and counsel due to conflict of interest, the court determined the appropriate costs award.

The successful defendants sought approximately $19,500 in costs.

The court considered whether costs should be ordered personally against the litigation guardian who defended the motion rather than against the incapable plaintiff represented by the guardian.

Relying on jurisprudence concerning the role and protection of litigation guardians, the court held that personal cost consequences should generally not be imposed absent bad faith or frivolous conduct.

The motion had been defended unsuccessfully but not improperly, and costs were therefore awarded against the plaintiffs rather than personally against the litigation guardian.

During the first week of trial, the defendant moved to amend its statement of defence and counterclaim to add new factual allegations and a mitigation defence relating to transactions undertaken by the plaintiff after the alleged breach of a share purchase agreement.

The court considered whether the proposed amendments disclosed a tenable defence, including arguments that damages should be assessed at the date of trial due to the plaintiff’s claim for specific performance and that subsequent transactions mitigated any losses.

The court held that damages for breach of contract would normally be assessed at the date of breach and that the proposed allegations concerning the plaintiff’s later transactions were irrelevant to the proper measure of damages.

The proposed amendments concerning the Red Willow transaction and complete mitigation did not raise a tenable defence and were refused.

The defendants brought a motion to remove the plaintiff's litigation guardian and her solicitors of record due to conflicts of interest.

The litigation guardian, who is the plaintiff's daughter, was also defending a third-party claim brought by the defendants, creating a conflict between her personal interests and her duties to the plaintiff.

The solicitors of record represented the daughter in both her capacity as litigation guardian and personally as a third party.

The court found that both the litigation guardian and the law firm were in an irreparable conflict of interest and ordered their removal.