Katherine E. Swinton

The defendants, two American corporations, brought a motion under Rule 21.01(3)(a) to dismiss an oppression claim for lack of subject matter jurisdiction, arguing they were not governed by the Ontario Business Corporations Act (OBCA).

The plaintiffs alleged an oral agreement for a 5% ownership interest in the defendant companies, asserting they were beneficial owners and the defendants were affiliates of Ontario corporations controlled from Ontario.

The court found that the OBCA's definition of "affiliate" could include foreign corporations controlled by the same person as an Ontario corporation, and that the Ontario Superior Court had jurisdiction over the oppression claim, as well as other claims for breach of contract and tracing.

The motion to dismiss was denied.

The applicants and respondent Kumer were shareholders in 1751060 Ontario Inc. (175), which held a 25% interest in an apartment building.

The applicants transferred their shares to Kumer to facilitate his purchase of the remaining 75% interest from other owners, based on a Memorandum of Understanding (MOU) that guaranteed their continued shareholder draws and Kumer's best efforts to purchase their shares at fair value.

After Kumer acquired the 75% interest, he ceased paying dividends to the applicants and later asserted they were not shareholders.

The applicants brought an oppression application.

The court found Kumer's actions constituted oppressive conduct by unfairly disregarding the applicants' interests.

The court ordered Kumer to purchase the applicants' shares at fair value, declining to apply a minority discount, and ordered 175 to pay outstanding dividends.

The moving defendants sought leave to appeal orders refusing to compel production of agreements between the plaintiffs and their content providers in satellite signal piracy litigation.

The defendants argued that documents showing programming acquisition costs were relevant to calculating the plaintiffs’ lost profit damages.

The court applied the tests under r. 62.02(4) of the Rules of Civil Procedure and found no conflict with the cited Quebec decision and no reason to doubt the correctness of the motion judge’s ruling.

Evidence indicated that any recovered amounts would flow through to content providers or SOCAN, making the requested documents irrelevant to the damages calculation.

The issues were fact‑specific and not of sufficient importance to warrant appellate review.

Costs decision following motions for a certificate of pending litigation (CPL) and for partial summary judgment in a real estate dispute.

The plaintiffs sought costs on a substantial indemnity basis based on an earlier offer to settle.

The court held the plaintiffs were entitled to costs for both motions due to their success but declined to award substantial indemnity costs for the CPL motion because the offer to settle was made after that motion was determined.

However, substantial indemnity costs were awarded for the partial summary judgment motion because the plaintiffs had made a reasonable settlement offer that, if accepted, would have resolved the litigation.

The court fixed costs at $55,000 plus HST and disbursements.

Following the dismissal of the action against certain brokerage defendants on a motion for partial summary judgment, those defendants sought substantial indemnity costs of the action and the motion.

The court reaffirmed the principle that costs generally follow the event and held that the successful defendants were entitled to their costs from the plaintiff.

Although the defendants had made several settlement offers, the court determined that partial indemnity costs were appropriate rather than substantial indemnity.

The court assessed reasonable costs for the summary judgment motion and the remaining litigation steps, reducing claimed hours where the defendants had played a limited or watching role.

Total costs were fixed at $60,000 plus HST for fees and $5,249.87 for disbursements, payable by the plaintiff.

Insurance brokers brought a motion for partial summary judgment seeking dismissal of a negligence claim alleging failure to obtain adequate insurance coverage for a commercial property.

The plaintiff had pleaded that the brokers failed to secure sufficient coverage and failed to advise regarding a co‑insurance clause.

The court found the documentary email record demonstrated the insured provided specific instructions regarding coverage and did not rely on the brokers to assess insurance needs.

The plaintiff also failed to adduce expert evidence establishing breach of the standard of care and could not demonstrate any loss caused by the brokers because the insurance coverage ultimately exceeded the repair costs.

Finding no genuine issue requiring a trial, the court granted summary judgment dismissing the action against the broker defendants.

The defendants brought a motion to dismiss or stay the action on the basis that Ontario lacked jurisdiction or, alternatively, that Manitoba was the more appropriate forum.

The plaintiff alleged breach of employment contract obligations, including confidentiality and non-solicitation provisions, and related economic torts following the departure of an investment advisor to a competing firm.

Applying the presumptive connecting factor framework from Van Breda, the court held that Ontario had jurisdiction because the employer carried on business in Ontario and the employment contract was formed in Ontario when acceptance was received there.

The defendants failed to rebut the presumption of a real and substantial connection or demonstrate that Manitoba was clearly the more appropriate forum.

The plaintiff’s cross-motion to have the action tried together with three other related Ontario actions was also dismissed due to material factual and contractual differences between the cases.