Julien David Pierre Tenenhouse Sicco

In a landmark CCAA proceeding involving Hudson's Bay Company, the court declined to approve the assignment of 25 major retail department store leases across Canada to a new tenant, Ruby Liu Commercial Investment Corp., despite the transaction representing the highest bid and generating approximately $50 million in net proceeds for creditors.

The court found that the proposed assignee failed to meet the reasonableness standard under section 11.3(3) of the CCAA, particularly regarding its ability to perform the substantial and ongoing obligations under the leases.

The decision emphasizes that section 11.3 is an extraordinary power that must be exercised sparingly, and that the court must balance the interests of all stakeholders, including the contractual counterparties (landlords) who would be compelled into a long-term relationship with an untested and undercapitalized purchaser.

The court also rejected the applicants' arguments that certain lease provisions constituted ipso facto clauses violating the anti-deprivation rule and section 34 of the CCAA.

In this CCAA proceeding, the court granted multiple orders sought by Hudson's Bay Company and related entities, including approval of lease assignment agreements with YM Inc. and Ivanhoe Cambridge, sealing of confidential bid information, extension of the stay of proceedings to October 31, 2025, and approval of the Monitor's reports and activities.

The court rejected requests for adjournment and conditional distributions, finding the lease monetization process was fair and transparent, and that the proposed transactions represent a positive development for stakeholders.

This case involved a contractual dispute over a settlement agreement between pharmaceutical companies GSK and Pharmascience.

GSK claimed a stipulated payment from Pharmascience, alleging that a third-party generic manufacturer (Teva) had triggered a payment clause by entering the Canadian market.

The central issue was the interpretation of the term 'sale of its valacyclovir product in the Canadian market' within an exception clause, specifically whether it referred to ex-factory sales or downstream sales.

The court found that the term objectively meant ex-factory sales, considering the commercial context, the parties' control over sales, and the agreement's overall purpose.

Since Teva's ex-factory sales ceased within the 60-day period stipulated in the exception, the exception applied, and no payment was owed by Pharmascience.

The court dismissed GSK's action.