Kyla Edith May Mahar

HPI Advisory Inc., as the court-appointed Liquidator and Marketing and Mortgage Agent (MMA) of Morrison Laurier Mortgage Corporation (the "Company"), moved for an approval and vesting order for the sale of the "Lakeview Centre" property, and an ancillary order to seal a confidential appendix to its Fourth Report.

The Company is a mortgage investment corporation undergoing winding up.

The motion was unopposed.

The court granted the approval and vesting order, finding that the MMA had satisfied the "Soundair Principles" by making sufficient efforts to obtain the best price and conducting a fair sales process.

The court also approved the MMA's activities as described in the Fourth Report.

A sealing order for the confidential appendix was granted, limited in scope and time, to protect commercially sensitive information and ensure the integrity of the sales process, satisfying the factors from Sierra Club as refined in Sherman Estate.

The Court-appointed liquidator of Morrison Laurier Mortgage Corporation sought approval for the sale of the Corporation's last non-cash asset, an office building.

The motion was opposed by a preferred shareholder who proposed an alternative transaction involving share redemption.

The court granted the liquidator's motion, affirming the deference owed to a liquidator's business judgment and the integrity of the court-approved sales process.

The court found the alternative proposal was not properly submitted within the process and lacked sufficient detail and financial backing.

The applicants, a group of companies under CCAA protection, brought a motion seeking court approval for an Exclusive Sales Listing Agreement, an Auction Services Agreement, and a Key Employee Retention Plan (KERP) with a priority charge.

They also requested an extension of the stay of proceedings from June 2, 2023, to October 31, 2023, to facilitate an orderly wind-down of the business.

The motion was unopposed, and both the Monitor and the DIP Lender supported the requested relief.

The court found all requested relief appropriate and granted the motion.

The applicants in a CCAA proceeding sought an amended and restated initial order to extend the stay of proceedings, increase authorized borrowings under the DIP Term Sheet, and increase the Administration and Directors' Charges.

They also sought approval for an asset sale transaction (Pinnrz Transaction).

The Monitor supported the relief, and no party opposed.

The court granted all requested relief, finding the extension reasonable, the increased borrowings justified under CCAA s. 11.2(4), the increased charges approved under CCAA ss. 11.51 and 11.52, and the sale transaction approved under CCAA s. 36(3) and the Royal Bank of Canada v. Soundair Corp. test.

The Phoena Group, a cannabis producer and distributor, applied for an initial order under the Companies' Creditors Arrangement Act (CCAA) due to insolvency and a severe liquidity crisis.

The application sought a stay of proceedings, appointment of Ernst & Young Inc. as Monitor, appointment of Darren Karasiuk as Chief Restructuring Advisor, and approval of an Administration Charge, DIP financing with a related charge, and a Directors' Charge.

The court granted all requested relief, finding the applicants met the criteria as "debtor companies" under the CCAA and that the proposed measures were necessary for an orderly wind-down and liquidation of assets in the best interests of stakeholders.

The applicants and respondents were shareholders in a corporation that acquired a hotel and redevelopment project.

Following a finding of oppression against the respondent, the corporation was ordered to be liquidated.

In this trial to resolve disputes over the distribution of liquidation proceeds, the respondent claimed entitlement to development fees, hotel management fees, reimbursement of expenses, and repayment of shareholder loans including advances made to a subsidiary.

The court dismissed the claims for development and management fees, finding no written agreement and a failure to comply with the disclosure requirements for self-interested contracts under s. 132 of the Business Corporations Act.

The court allowed certain business expenses while characterizing others as loan repayments, and held that it was just and equitable to include advances made to the subsidiary in the calculation of the respondent's shareholder loan.

Two separate representative actions were brought on behalf of approximately 800 terminated employees of bankrupt meat processing companies.

The first action (Caetano) was brought by a union representative on behalf of 700 unionized employees; the second (Abreu) was brought by non-union employees on behalf of approximately 100 non-unionized employees.

The defendants moved to stay the Caetano action on jurisdictional grounds and to strike the representative elements of both actions as statute-barred.

The motion judge stayed the Caetano action and struck the representative aspect of the Caetano action but allowed the Abreu action to proceed.

On appeal, the Court of Appeal dismissed the Caetano appeal and allowed the Abreu appeal, striking the representative aspect of the Abreu action as well.

A family-owned meat processing business went bankrupt, terminating approximately 800 employees.

Two representative actions were commenced: one by Sam Caetano for unionized employees and another by Debbie and Alex Abreu for non-unionized employees, alleging wrongful dismissal, common employment, conspiracy, and oppression against solvent related companies and individuals.

The defendants brought motions to stay the Caetano action for lack of jurisdiction and to dismiss both representative actions as time-barred.

The court granted the jurisdiction motion, staying the Caetano action entirely, finding that claims by unionized employees under a collective agreement fall within the exclusive jurisdiction of labour tribunals.

The court also granted in part the limitations motion, dismissing the Caetano representative action as time-barred because the required Rule 12.08 representation order was not obtained prior to commencement.

However, the Abreu representative action, brought under Rule 10.01, was found not to be time-barred, but was allowed to proceed only on the condition that the plaintiffs forthwith obtain a representation order.

The Receiver brought a motion seeking a determination on whether the estates of Redstone Investment Corporation (RIC), Redstone Capital Corporation (RCC), and 1710814 Ontario Inc. o/a Redstone Management Services (RMS) should be substantively consolidated.

RIC and RMS Investors argued for consolidation, while RCC Investors opposed it, citing a General Security Agreement (GSA) granting RCC priority over RIC's assets.

The court found the founder's (Mr. So) evidence unreliable and dismissed subjective investor state of mind as irrelevant to the consolidation analysis.

Applying the Northland factors, the court determined that the elements of consolidation were not present, as assets were segregable, financial statements were separate, and significant prejudice would result to RCC Investors if consolidation were ordered.

The motion for substantive consolidation was denied.

The applicants sought approval of a sale of substantially all of their assets to a newly incorporated entity owned by their first lien lenders pursuant to a credit bid, effectively wiping out the second lien lenders.

RBC, a first and second lien lender, opposed certain ancillary relief.

The court approved the sale transaction, finding the pre-filing sales process reasonable under the Soundair principles and s. 36(3) of the CCAA.

However, the court declined to grant a broad third-party release by the first lien lenders, refused to bind RBC to a shareholders' agreement, and dismissed RBC's motions for pre-filing interest, fees, and a share of a consent fee.

In CCAA proceedings involving an educational publisher, the secured lender sought full indemnity costs following a successful motion resulting in the replacement of the monitor and related relief.

The court considered a contractual costs provision in the second lien credit agreement permitting recovery of enforcement costs, subject to the court’s supervisory discretion to ensure fairness and reasonableness.

The court confirmed that contractual provisions for full indemnity costs are generally enforceable where reasonable and declined to defer determination of costs.

Canadian counsel fees were found fair and reasonable, while the claim for U.S. counsel fees was reduced due to insufficient justification.

Costs of $194,091.59 were ordered payable to the secured lender.

In a comeback motion under the CCAA, the second lien agent challenged the appointment of the proposed monitor on the basis that its affiliate had acted for the debtor for more than two years, directed the pre-filing SISP, and participated in negotiations concerning the restructuring that would eliminate second lien recoveries.

The court held that a monitor must be independent and be seen to be independent, and found the proposed monitor could not impartially advise the court on the central issue of the reliability of the pre-filing sales process.

The court replaced the proposed monitor with another insolvency firm.

The court also ordered that, pending further order, the debtor could not pay interest or other expenses to the first lien lenders unless the same payments owing to the second lien lenders were made.

On an application for an initial order under the Companies’ Creditors Arrangement Act, the court considered whether an insolvent group of residential development companies should obtain CCAA protection, including a stay, monitor appointment, DIP financing, and priority charges.

A secured creditor opposed inclusion of one raw-land project and sought instead to realize through a receiver.

The court held that, on the specific facts, the prejudice to that secured creditor was not materially greater in a CCAA claims process than in a receivership, particularly given the undertaking to pay out the first mortgage in the amount ultimately determined by the court.

The initial order was granted, including the stay, monitor appointment, DIP facility, and administrative and directors’ charges.

The plaintiffs, former employees of the defendant, sought a determination of their entitlement to monies under a carried interest plan related to a private equity fund.

They argued that their entitlements should be calculated based on their points at the time of each distribution and that the award of additional points after their departure was unduly dilutive and contravened the plan.

The court found that the plan's terms, including subsequent letters agreed to by the plaintiffs, contemplated calculating entitlements based on total points at the end of the plan.

The court also held that the defendant had broad discretion to award points and did not contravene the plan by awarding points after the plaintiffs' departure to reward other participants for their contributions.

Following dismissal of a motion brought by a creditor in a Companies’ Creditors Arrangement Act proceeding, the applicants sought costs on a substantial indemnity basis.

The court rejected the request for substantial indemnity costs, finding that references to possible fraud during submissions and cross‑examination did not amount to pleaded or proven allegations warranting elevated costs.

The applicants sought partial indemnity costs based on rates derived from the Costs Subcommittee practice direction with inflation adjustments.

The court noted that the recommended rates in the practice direction were outdated and unrealistic for major Toronto litigation but nevertheless accepted the claimed partial indemnity rates as reasonable in the circumstances.

Costs were awarded to the applicants in the amount claimed.

Minatura brought a motion to remove Aburi Goldfields Ghana Ltd. from the CCAA proceedings of the applicants, arguing lack of disclosure, that Aburi was not a debtor, and that the dispute over control of Aburi should be litigated in Ghana.

The court dismissed the motion, finding that Aburi was a debtor, that there was no material non-disclosure, and that staying the CCAA proceedings would likely cause the restructuring to fail.

Applying the Van Breda framework and giving weight to a forum selection clause in the parties' shareholders' agreement, the court held that Ontario had jurisdiction and that Minatura failed to establish that Ghana was a more appropriate forum.

In CCAA proceedings involving shipping companies, the court addressed issues arising from a Claims Process Order and a referee’s report adjudicating maritime claims.

The court held that the referee was best positioned to determine entitlement to costs arising from the claims adjudication and directed that the referee address costs in accordance with the draft order.

The court declined to restrict cost submissions to certain claimants, holding that all claimants should be on equal footing.

A request to reconsider the referee’s decision or to receive further evidence was premature because no formal motion had been served.

The referee’s report was confirmed, the monitor’s eighth report was approved, and the monitor was discharged subject to conditions.

The appellants appealed an order dismissing their motion to set aside a Mareva injunction and receivership order.

They argued that because the underlying trial judgment was stayed pending appeal, only the Court of Appeal had jurisdiction to grant such relief under Rule 63.03(1).

The Court of Appeal dismissed the appeal, finding that the injunction and receivership were granted in a separate, new action to preserve assets, and did not constitute steps to enforce the stayed trial judgment.

The Chapter 11 Debtors brought a motion under section 49 of the CCAA for recognition and implementation of several orders made by the U.S. Bankruptcy Court, including a Final DIP Facility Order.

The Information Officer noted that the Final DIP Facility Order contained a partial 'roll up' provision that would not be permissible under section 11.2 of the CCAA in a domestic proceeding.

The court held that recognition of the foreign orders was necessary for the protection of the debtors' property and creditors' interests, and that the public policy exception under section 61(2) of the CCAA should be interpreted restrictively and did not apply to prevent recognition.

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.