Joseph Groia

Former directors, officers, and consultants of Look Communications Inc. sought interim advancement of their legal fees to defend against an action brought by Look alleging breach of fiduciary duty regarding bonus and equity cancellation payments.

The court held that s. 124(4) of the CBCA applies to actions brought directly by the corporation, requiring court approval for advancement.

The court found Look established a strong prima facie case of mala fides against the directors and officers, rebutting the presumption of good faith.

Advancement was denied for all applicants except one employee, Dolgonos, whose entitlement arose under an indemnity agreement not subject to s. 124(4).

The plaintiff sought leave to commence a secondary market misrepresentation action under the Securities Act and to certify a class proceeding against the defendants for misrepresentation, conspiracy, and oppression.

The plaintiff alleged that the defendants fabricated a financial crisis by including a 'going concern' note in the company's financial statements to artificially depress the share price, allowing insiders to acquire shares cheaply.

The court dismissed the motion for leave, finding no reasonable possibility of success at trial, as the financial disclosures were factual, required by GAAP, and made after reasonable investigation.

The court also refused to certify the conspiracy claim due to a lack of factual basis and struck the oppression claim, ruling that the Ontario Superior Court lacked subject-matter jurisdiction over an oppression remedy under the British Columbia Business Corporations Act.

A shareholder applied under the Canada Business Corporations Act for orders directing the calling of a shareholder meeting, compelling corporate compliance with statutory disclosure and governance obligations, and restraining the remaining directors from transacting business.

The respondent corporation’s board had lost quorum, lacked resident Canadian directors, failed to hold required shareholder meetings, and had defaulted on continuous disclosure obligations under securities legislation.

The court found that extraordinary circumstances justified judicial intervention under s. 144 of the CBCA to call and supervise a shareholder meeting.

Compliance orders were also granted under s. 247 of the CBCA, and restrictions imposed on the remaining directors’ powers due to the absence of board quorum.

To preserve the company’s affairs pending the shareholder meeting, the court directed that a temporary receiver and manager be appointed.

The defendants brought motions for summary judgment to dismiss the plaintiff's putative class action regarding a leveraged charitable donation program, arguing the claim was statute-barred.

The plaintiff alleged he relied on the defendants' tax opinions to participate in the program, which the CRA later disallowed.

The court dismissed the motions, finding a genuine issue for trial regarding when the plaintiff discovered his claim, particularly given the ongoing solicitor-client relationship with the defendant law firm that was representing him against the CRA while potentially in a conflict of interest.

The appellant appealed a decision dismissing his application to require Goldcorp Inc. to obtain shareholder approval for a transaction with Glamis Gold Ltd. The appellant argued the transaction was an 'arrangement' under s. 182 of the Business Corporations Act.

The Divisional Court dismissed the appeal, upholding the application judge's finding that s. 182 is facilitative, not mandatory, and that Goldcorp did not 'propose' an arrangement.

The court found the transaction was an issuance of shares and a vertical short-form amalgamation exempt from shareholder approval.

The appellant brought a motion before the Court of Appeal.

The court dismissed the motion and ordered no costs, as the responding party did not request them.

The appellant appealed decisions of the Ontario Securities Commission finding he acted as an unregistered adviser and imposing sanctions, including a $300,000 costs order, for failing to disclose conflicts of interest while recommending securities at investment seminars.

The Divisional Court applied the pragmatic and functional approach, determining the standard of review was reasonableness for the merits and public interest findings.

The court upheld the Commission's findings that the appellant was in the business of advising and that his failure to disclose conflicts was contrary to the public interest.

However, the court found the Commission's process for determining the $300,000 costs award was procedurally unfair and remitted the costs issue back to the Commission.

The appellants appealed from a judgment granting summary judgment and dismissing a motion to set aside a default judgment.

The Court of Appeal allowed the appeal, finding that there were triable issues regarding margin requirements, the respondent's conduct, and the 'Know Your Client Rule'.

The court also set aside the default judgment against one of the appellants, finding an arguable defence on the merits regarding undue influence and the respondent's obligation to ensure she understood the indemnity.

The appellants appealed a decision certifying a class action regarding the Bre-X gold mine fraud.

The motion judge had restricted the common issues to conspiracy and fraud, declining to certify negligent misrepresentation as a common issue, and limited the class to shareholders who held shares on the date the possible fraud was publicly disclosed.

The Divisional Court dismissed the appeal, agreeing that negligent misrepresentation claims require individual inquiries into reliance and causation, making a class action not the preferable procedure for those claims.

The court also upheld the temporal restriction on the class, as shareholders who sold before the disclosure date could not have suffered losses caused by the misrepresentations.