Joseph M. Steiner

The Court addressed transfer pricing under s. 69(2) of the Income Tax Act in a dispute over the reasonableness of amounts paid by a Canadian taxpayer to a non-arm’s length supplier for ranitidine.

It held that determining a reasonable arm’s length amount requires consideration of economically relevant circumstances, including linked agreements conferring rights and benefits beyond mere supply where those agreements affect pricing.

The Tax Court erred in excluding the Licence Agreement from the comparability analysis.

The matter was properly remitted for redetermination of the reasonable amount with regard to the linked rights and benefits.

The appeal and cross-appeal were dismissed.

The Minister of Finance appealed a decision finding that the OMERS Board and its wholly-owned subsidiaries were Crown agencies exempt from paying land transfer tax under the Land Transfer Tax Act.

The Court of Appeal dismissed the appeal, endorsing the motion judge's conclusion that the government had de jure control over the OMERS Board, making it a Crown agency.

The Court also agreed that the statutory scheme allowed the OMERS Board to act through wholly-owned subsidiaries, which were therefore also Crown agencies entitled to the tax exemption.

The successful appellants sought costs following summary judgment motions in land transfer tax appeals.

They requested over $260,000 and argued that costs should also include work performed for additional related appeals and disputes that had been held in abeyance, as well as elevated costs based on a purported Rule 49 settlement offer.

The court declined to award costs for the additional appeals and related disputes because they were not before the court and there was no evidentiary basis to assess the work performed.

The court also held that the settlement proposal was not a valid Rule 49 offer because it addressed matters beyond the proceedings before the court and therefore did not justify elevated costs.

The parties were directed to attempt to agree on the remaining costs or provide further submissions limited to the four appeals heard.

The appellant commenced an action alleging the respondents conspired to falsely accuse him of fraud, while criminal proceedings against him for that fraud were ongoing.

The motion judge struck the claim, characterizing it as malicious prosecution lacking the essential element of a favourable determination in the criminal proceedings.

The Court of Appeal upheld the decision, finding that even if framed as conspiracy to injure, the claim could not proceed in the face of ongoing criminal proceedings.

The appeal was dismissed and the claim struck in its entirety.

The defendant sought leave to appeal an order certifying a class action alleging vertical price-fixing conspiracies in the sale of engineering resins.

The plaintiff cross-appealed, seeking to expand the class definition to include Tier 1 manufacturers.

The Divisional Court dismissed both motions for leave to appeal, finding no conflicting decisions and no good reason to doubt the correctness of the motion judge's discretionary, fact-driven conclusions regarding the class definition and the common issues of loss and liability.

In a complex CCAA restructuring of Stelco Inc., four appeals were brought regarding the distribution of assets among creditors.

The Court of Appeal upheld the motion judge's findings that Senior Debt Holders could enforce subordination and turnover provisions against Noteholders via trust principles, and that post-filing interest was payable.

However, the Court reversed the motion judge on two key issues: it found that a massive IT outsourcing contract was not in the 'ordinary course of business', thereby elevating its assignee to Senior Debt status, and it ruled that the distributed securities must be valued at the 'Plan value' ($5.50 per share) rather than the post-emergence market value.

The appellants, Deloitte & Touche LLP and two of its partners, appealed an order enforcing letters rogatory issued by a U.S. court in a securities fraud class action against Nortel Networks Corp. The letters rogatory sought the production of extensive audit working papers and the testimony of the two partners.

The Court of Appeal dismissed the appeal, finding no error in the application judge's conclusion that the evidence was relevant, crucial, otherwise unavailable, and that its production would not be unduly burdensome or infringe Canadian sovereignty.

The moving party sought leave to appeal an order dismissing its motions to strike, stay, or quash notices of application brought by three corporate taxpayers.

The responding parties raised preliminary objections that the order was final, not interlocutory, and that the motion for leave was out of time.

The Divisional Court held that the order was interlocutory because it dealt with procedure rather than substantive rights, and that the motion was timely because time ran from the date the order was settled.

On the merits, the court found no reason to doubt the correctness of the motions judge's decision that a Rule 14 application was an appropriate procedure for determining taxpayers' rights based on statutory interpretation.

The applications for leave to appeal were dismissed.

The appellants sought to lift a stay of proceedings under the CCAA to terminate long-term gas supply contracts with the insolvent respondent.

They argued the contracts were 'eligible financial contracts' (EFCs) under s. 11.1(1) of the CCAA, which would exempt them from the stay.

The Court of Appeal upheld the motion judge's dismissal, finding the contracts lacked the hallmarks of financial risk management required to be EFCs.

Furthermore, the court held that even if the contracts were EFCs, the appellants could not terminate them because the contract terms only allowed termination for non-payment, and the respondent was not in default.

The Minister of Finance appealed a decision declaring that the locker rooms and coaches' rooms used by professional sports teams (the Blue Jays, Maple Leafs, and Raptors) during away games outside Ontario constituted 'permanent establishments' under the Employer Health Tax Act.

The Court of Appeal allowed the appeal, finding that the teams' use of away venues was too transitory to be considered a fixed place of business.

Furthermore, the sports equipment brought to these venues did not qualify as 'substantial machinery or equipment' under the Act.

The moving parties sought an order to expedite their motion for leave to appeal a decision finding that certain gas purchase agreements were not 'eligible financial contracts' under the Companies' Creditors Arrangement Act.

The moving parties argued urgency because a U.S. bankruptcy court was scheduled to deal with all matters in the insolvency shortly.

The respondent opposed, arguing the issue was academic.

The Court of Appeal granted the motion to expedite, finding that if there was any benefit to the appeal, it would only assist if determined before the U.S. proceedings.

The plaintiffs brought a motion to expedite the hearing of the defendant's appeal from an order certifying the action as a class proceeding.

The defendant opposed the motion, arguing that the appeal involved complex issues and that the proposed timeline was too short.

The court found that there were good grounds to expedite the appeal to prevent delay in the ongoing action and to address the vulnerability of the plaintiff franchisees.

The motion was granted, and the appeal was scheduled for the first available two-day period.

The defendant franchisor moved for leave to appeal an order certifying a class proceeding brought by franchisees regarding the withholding of rebates.

The defendant argued that the proposed representative plaintiffs had a conflict of interest with other class members who had different economic arrangements with the franchisor and feared disruption of their businesses.

The court granted leave to appeal, finding that the issue of whether the representative plaintiffs could fairly and adequately represent the class without conflict was open to serious debate and of general importance to the development of class action law.

The appellants appealed a partial summary judgment granted to the respondents regarding a fourth payment allegedly held in trust.

The Court of Appeal allowed the appeal, finding that the fourth payment was not clearly severable from the rest of the case and that the respondents failed to meet the burden of demonstrating no genuine issue for trial.

The court noted the lack of documentary evidence supporting the trust claim and the respondents' failure to explain the transaction.

The partial summary judgment was set aside, with costs reserved to the trial judge.

The parties entered into a sale agreement containing an arbitration clause that precluded appeals.

A dispute arose, and a subsequent tripartite arbitration agreement was signed to include a third party.

The appellant's claim was dismissed at arbitration, and it sought leave to appeal under section 45(1) of the Arbitration Act, 1991.

The application judge held that the original sale agreement governed and precluded an appeal.

The Court of Appeal allowed the appeal, finding that the subsequent arbitration agreement was a free-standing agreement that governed the arbitration, thereby permitting the appellant to seek leave to appeal.

Ontario Hydro brought a motion to quash Denison Mines Ltd.'s appeal from an order dismissing its application for leave to appeal an arbitration award.

Ontario Hydro argued the order was interlocutory and thus not appealable to the Court of Appeal.

The Court of Appeal dismissed the motion to quash, finding that the appeal fell within an exception to the general rule against appealing leave decisions because the application judge allegedly declined jurisdiction.

Furthermore, the Court held that an order refusing leave to appeal under section 45 of the Arbitration Act, 1991 is a final order, not an interlocutory one, regardless of whether it was brought by application or motion.

On a motion to quash an appeal from a sale approval order in a receivership, the court held that an unsuccessful prospective purchaser had no standing to appeal because the order did not finally dispose of any legal or proprietary right of that bidder.

The court emphasized that the purpose of a sale approval motion is to determine whether the proposed sale is in the best interests of parties directly interested in the proceeds, primarily creditors, not disappointed bidders.

The court rejected arguments that the bidder acquired appeal rights through the terms of a prior negotiation order or by being heard below.

The appeal was quashed with costs to the moving party.

The testator, an 81-year-old man, left the bulk of his estate to the appellant, a 29-year-old friend.

The respondents, the testator's family members, challenged the will, alleging suspicious circumstances and undue influence.

The trial judge admitted the will to probate, finding the testator had testamentary capacity and was not unduly influenced.

The Court of Appeal ordered a new trial, holding the trial judge failed to properly apply the doctrine of suspicious circumstances to shift the burden of disproving undue influence to the appellant.

The Supreme Court of Canada allowed the appeal and restored the trial judgment, clarifying that while suspicious circumstances shift the burden of proving knowledge, approval, and testamentary capacity back to the propounder of the will, the burden of proving fraud or undue influence always remains on those attacking the will.