Joseph Groia

Staff of the Commission brought a motion to compel the respondents to deliver Witness Summaries of their own anticipated evidence prior to the hearing on the merits.

The respondents argued that they had not yet decided whether to testify and that requiring them to provide summaries before making that decision would violate procedural fairness.

The Commission held that Rule 27(3) of the OSC Rules requires a respondent to deliver a Witness Summary of their own anticipated evidence before the hearing, even if they have not yet decided whether to testify.

The Commission found that this requirement does not violate the duty of fairness and ordered that the respondents may not testify without permission unless they deliver their Witness Summaries by the specified date.

The appellants appealed a decision finding they had oppressed the respondent shareholder in a closely-held family corporation and ordering them to purchase her shares for $4.25 million.

The appellants argued the application judge erred by not directing a trial, by finding oppression despite the respondent's alleged misconduct in a related family dispute, and by improperly mixing and matching expert valuation evidence.

The Divisional Court dismissed the appeal, holding that a trial was unnecessary under the Hryniak principles, that the alleged family misconduct was irrelevant to the corporate duties owed, and that the application judge properly chose between competing expert methodologies to determine fair value.

The appellant, an investment advisor, appealed a trial decision dismissing his claim for additional compensation under a letter agreement.

The trial judge found the agreement ambiguous regarding its application to Capital Markets transactions and relied on the parties' subsequent conduct to conclude it did not apply.

The Court of Appeal dismissed the appeal, holding that while subsequent conduct is not part of the factual matrix, it is admissible to resolve ambiguity.

The trial judge made no extricable error of law in finding ambiguity and properly weighed the appellant's subsequent conduct, which was overwhelmingly consistent with the respondent's interpretation.

The appellant sought leave to bring a class action for secondary market misrepresentation under the Securities Act, alleging the respondent company's public disclosures overstated mining resources and inflated its share price.

The motion judge dismissed the leave application and the certification motion, finding the appellant's expert evidence was completely undermined by the respondent's evidence.

On appeal, the appellant argued the motion judge applied an overly strict test by weighing the evidence.

The Court of Appeal dismissed the appeal, holding that the statutory leave test requires a reasoned consideration and weighing of all evidence proffered by both parties to ensure the action has a reasonable possibility of success.

The moving party sought to lift a stay of proceedings previously granted by the Court of Appeal on the basis of forum non conveniens.

Following the stay, the moving party's attempt to pursue a class action in the United States for pre-explosion misrepresentations was dismissed on procedural grounds, and the responding party conceded the claim was governed by Ontario law.

The Court of Appeal found these new developments constituted facts arising after the order that justified lifting the stay to avoid an injustice, allowing the moving party to proceed with the claim in Ontario.

The plaintiffs commenced an action in Ontario seeking $400 million in damages and served the defendants in Guatemala, a non-Hague Convention state, in accordance with Ontario's Rules of Civil Procedure.

The defendants appealed the validation of service, arguing that Rule 17.05(2) must be interpreted in accordance with customary international law and comity, which would require service to comply with Guatemalan law.

The Court of Appeal dismissed the appeal, holding that service under Rule 17.05(2) does not violate Guatemalan sovereignty or international law, and that the rule provides a clear choice of service methods that rebuts any presumption of conformity with foreign law.

The Applicants, two registered dealers under common ownership, requested a hearing and review of a Director's Decision that imposed terms and conditions on their registrations due to a long history of compliance deficiencies.

The Ontario Securities Commission found that the Applicants had failed to comply with Ontario securities law in numerous respects over a period of years, including inadequate governance, failure to instill a culture of compliance, inadequate compliance resources, and recurring deficiencies.

The Commission confirmed the Director's Decision and ordered that each firm retain an independent consultant to review and improve their compliance systems.

Following an earlier decision requiring certain respondents to purchase the applicant’s shares in a corporation for $4.25 million, the court determined the appropriate costs award.

The applicant had served a Rule 49 offer to settle that was lower than the judgment amount and sought substantial indemnity costs from the date of the offer.

The court considered the extensive litigation history, overlapping issues involving two related corporate interests, and the respondents’ conduct that complicated document production and valuation.

Applying the Rule 57.01 factors and recognizing the respondents’ obstructive conduct, the court fixed substantial indemnity costs for fees and taxes and allowed claimed disbursements and expert valuation expenses in full.

Following dismissal of an employee’s action alleging multiple breaches of an employment agreement, the employer sought costs of the action.

The employer relied on earlier offers to settle and argued it should receive substantial indemnity costs after the first refused offer.

The court held that elevated costs outside Rule 49.10 require reprehensible or egregious conduct by the opposing party.

Finding no such conduct and noting the action was hard fought but not frivolous, the court declined substantial indemnity costs and instead awarded a reduced amount under Rule 57.01.

Following dismissal of a proposed securities class action leave motion under s. 138.8 of the Securities Act and certification under the Class Proceedings Act, the court determined the appropriate costs award.

The successful defendants sought nearly $900,000 based on partial recovery of actual legal fees, while the plaintiff argued for a substantially reduced award grounded in access-to-justice concerns.

The court held that the costs protocol developed for certification motions does not apply to leave motions, which function as a robust merits-based screening mechanism and often involve extensive evidentiary records.

Applying the hourly rate grid and Rule 57.01 factors, the court reduced certain disbursements but rejected the plaintiff’s lower estimate.

The court fixed all-inclusive costs at $500,000 payable to the defendants.

The applicant brought an oppression application against her father and brother, alleging they conducted the family business in an oppressive manner.

The applicant was secretly removed as a director of the corporation, denied financial information, and pressured to sell her shares at a dictated price.

The court found the respondents' conduct was abusive, coercive, and unfairly disregarded the applicant's reasonable expectations as a shareholder and director.

The court ordered the respondents to purchase the applicant's shares at a fair value of $4.25 million, declining to apply a minority discount.

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.