Joseph Neil Blinick

The applicants jointly sought interim orders under s. 182(5) of the Business Corporations Act (Ontario) in connection with a proposed plan of arrangement involving a quantum computing company (an OBCA corporation) and a special purpose acquisition company currently incorporated under the laws of the Cayman Islands.

A threshold issue arose as to whether a non-OBCA entity could avail itself of s. 182 of the OBCA.

The court found that the arrangement provision is to be interpreted broadly and flexibly, and that the timing of the SPAC's continuance to the OBCA was an immaterial quirk given that it would be an OBCA corporation before the final order was sought.

The court was satisfied that reasonable grounds existed to regard the proposed transaction as an arrangement and granted the interim orders authorizing the calling and holding of shareholder meetings.

The plaintiffs and defendants entered into an Agreement of Purchase and Sale (APS) for a townhouse.

The defendants failed to make required payments, and the plaintiffs purported to terminate the APS but did not communicate this clearly.

The plaintiffs later resold the property, and the defendants claimed breach and sought return of their deposits.

The court found that the APS was not properly terminated by the plaintiffs, and that by reselling the property, the plaintiffs themselves breached the APS.

The defendants were entitled to the return of their deposits with interest.

The applicant, Junhua Wang, sought the appointment of a receiver and manager over real property owned by the respondents, Hong Jing and Lihan Jing, under a matured and unpaid mortgage.

The respondents objected, arguing the mortgage was part of a broader financing arrangement involving third parties and ongoing litigation.

The court found the appointment of a receiver just and convenient, given the default, the risk to the applicant’s security, and the lack of evidence that the applicant was party to the broader arrangements.

The court also addressed evidentiary objections regarding the applicant’s affidavits and settled the process for finalizing the receivership order.

Cortland Credit Lending Corporation sought a declaration that Final Bell Holdings International Ltd.'s constructive trust claim against the Applicants (BZAM Ltd. et al.) was subordinate to Cortland's super priority security interest and corresponding DIP Lender's Charge in a Companies' Creditors Arrangement Act (CCAA) proceeding.

Final Bell opposed, arguing for the need to prove its fraudulent misrepresentation claim.

The court granted Cortland's motion, finding Final Bell's constructive trust claim to be an impermissible collateral attack on the court's Amended and Restated Initial Order (ARIO) and an equity claim under the CCAA, which ranks behind all ordinary creditors.

The court emphasized the importance of respecting CCAA orders and the "building block" nature of restructuring proceedings.

BZAM Ltd. and Cortland Credit Lending Corporation brought a motion for security for costs against Final Bell Holdings International Ltd. within an ongoing CCAA proceeding.

Final Bell had initiated a claim alleging fraudulent misrepresentation against BZAM and seeking damages and equitable relief, including a constructive trust.

The court determined that Rule 56.01 of the Rules of Civil Procedure, concerning security for costs, applies to claims within CCAA proceedings, and that Cortland, as a directly affected stakeholder, was entitled to seek such security.

Finding that Final Bell was ordinarily resident outside Ontario and had insufficient assets to satisfy a costs award, the court ordered Final Bell to post security for costs in favour of BZAM ($350,000) and Cortland ($147,000).

Additionally, Final Bell was ordered to pay the costs of the motion to BZAM ($20,000) and Cortland ($8,500).

The appellants, small and mid-size businesses, appealed a class action decision regarding business interruption insurance claims stemming from the COVID-19 pandemic.

They sought coverage for revenue losses, arguing that the presence of SARS-CoV-2 or civil authority orders constituted "physical loss or damage" to their property under their insurance policies.

The Court of Appeal upheld the trial judge's finding that neither the virus's presence nor the civil authority orders met the "physical loss or damage" criteria for business interruption coverage.

The appeal was dismissed, and costs were awarded to the respondents.

This motion concerned the priority of new home purchasers' deposits in the bankruptcy of residential real estate developers (Stateview entities).

Tarion Warranty Corporation sought declaratory relief, arguing that the deposits were subject to express or constructive trusts due to unjust enrichment, which would elevate purchasers' claims.

The court dismissed Tarion's motion, finding that purchasers' agreements contained subordination clauses giving priority to secured lenders.

The court also determined that while express trusts existed for some purchasers with early termination provisions, these were not statutory deemed trusts.

Furthermore, there was no unjust enrichment for purchasers without express trusts, as the operation of the Bankruptcy and Insolvency Act constituted a juristic reason.

The court declined to impose a remedial constructive trust, emphasizing the high bar for such remedies in insolvency proceedings and the lack of a close causal connection between the deposits and the real property proceeds.

This appeal concerned proposed class actions against auto insurers for improperly deducting HST from statutory accident benefits (SABs) and against the Financial Services Commission of Ontario (FSCO) for alleged regulatory failures.

The motion judge had dismissed claims against insurers due to the exclusive jurisdiction of the Licence Appeal Tribunal (LAT) under s. 280 of the Insurance Act, but allowed claims against FSCO to proceed.

The Court of Appeal upheld this decision, confirming the LAT's exclusive jurisdiction over SAB disputes and affirming the court's jurisdiction over tort claims against the regulator.

The court also refused leave to appeal the motion judge's costs order, finding it within his discretion.

AgriMarine Holdings Inc. and AgriMarine Industries Inc. appealed a decision dismissing their application for a declaration that Akvatech AS was in breach of contract and not the holder of a license to fish-rearing technology.

The parties had entered into a Letter Agreement dated November 20, 2012, whereby Akvatech would acquire ownership and licensing rights to the technology for certain territories in exchange for a $200,000 pre-payment.

The transaction was not completed by the target closing date, and the parties terminated the agreement by mutual conduct.

Akvatech demanded repayment of the pre-payment amount, issued a default notice when not repaid, and exercised its right under the agreement to obtain a perpetual, irrevocable, exclusive license to the technology in the Northern Europe Territory.

The application judge found neither party was in breach, the agreement had been terminated by mutual consent, and Akvatech was entitled to the license.

The appellants argued the application judge erred in permitting Akvatech to take advantage of its own breach, that there was no default by AgriMarine, and that the license was unenforceable due to unlimited duration and no royalty provisions.

The Court of Appeal upheld the application judge's decision, finding no palpable and overriding errors of fact or reversible errors in contract interpretation.

The Master awarded substantial indemnity costs against the plaintiff, Long Term Recovery Limited (LTR), in favour of the defendants, David Ted Bolden and Antoinette Arian Bolden, following the defendants' successful motion to set aside default judgment.

The court found LTR's opposition to the motion to be aggressive, overly technical, and unreasonable, especially given the low threshold for setting aside default judgment and the defendants' bona fide attempts to retain counsel.

The decision emphasized promoting access to justice and deterring unreasonable interlocutory positions through higher costs awards.

The defendants brought a motion to set aside default judgment obtained by the plaintiff on a promissory note.

The court applied the Mountain View Farms test, considering promptness, plausible excuse for default, arguable defence, prejudice, and the integrity of justice.

The defendants demonstrated a plausible excuse for delay (financial difficulty in retaining counsel) and arguable defences, including undue influence/lack of independent legal advice, improvident insurance settlement affecting the note's quantum, and the plaintiff's status as an unregistered collection agency or Ontario's jurisdiction.

The court found minimal prejudice to the plaintiff, who had delayed collection for six years, and that setting aside default judgment served the interests of justice, especially given active discussions between counsel prior to default.

The motion was granted, and default judgment was set aside.