Joseph Groia

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 finding that the respondent engaged in conduct contrary to the public interest by purchasing shares while in possession of undisclosed material facts, the Ontario Securities Commission held a sanctions and costs hearing.

The Commission declined to impose the 10-year trading bans sought by Staff, finding them excessive given that no technical breach of the Securities Act occurred.

Instead, the Commission ordered a five-year prohibition on the respondent acting as a director or officer of a reporting issuer, issued a reprimand, and ordered the respondent to pay $150,000 in 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.

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.

Mercer International Inc. applied to the Ontario Securities Commission for a simultaneous hearing with the Québec Bureau de décision et de révision to consider whether AbitibiBowater's take-over bid for Fibrek Inc. should be cease traded.

The Commission acknowledged it had jurisdiction to hear the application, as Fibrek is a reporting issuer in Ontario and the bid affected Ontario shareholders.

However, the Commission declined to exercise its jurisdiction, noting that the Bureau was already seized of the matter, the applicable securities laws were substantially similar, and a simultaneous hearing would not advance the harmonization and co-ordination of securities regulatory regimes.

The application was dismissed.

The moving parties brought a motion to revoke or vary a direction issued by the Ontario Securities Commission freezing the assets of the offshore funds.

The moving parties argued the direction contradicted a Superior Court decision refusing a Mareva injunction in a related civil proceeding.

The Commission dismissed the motion, finding that the regulatory proceeding is separate from the civil litigation and that the public interest favoured preserving the assets pending a Superior Court hearing to continue the direction.

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 Ontario Securities Commission held a hearing to consider whether to approve a settlement agreement between Staff and several individual respondents regarding their failure to ensure that Philip Services Corp. filed financial statements containing full, true, and plain disclosure.

The Commission approved the settlement, which included reprimands, director and officer bans ranging from five to twelve years, and a collective costs payment of $500,000.

The Commission found the sanctions proportionate and in the public interest, noting the respondents' cooperation and efforts to restructure the company.