Lara Jackson

A Canadian mining company detected pit wall instability and a subsequent rockslide at its premier mine in Chile.

The company did not immediately disclose these events to investors, disclosing them about a month later as part of regular updates, after which its share price dropped 16 percent.

An investor sought leave under s. 138.8(1) of the Ontario Securities Act to commence a class action for failure to make timely disclosure of a material change.

The Supreme Court of Canada, dismissing the appeal, held that the motion judge erred in interpreting 'material change' too restrictively.

The undefined terms 'change', 'business', 'operations', and 'capital' should not be constrained by dictionary definitions but applied flexibly and contextually.

The leave test requires a plausible application of the legislative provisions to the facts, not merely a plausible statutory interpretation.

On the uncontested evidence that the events impacted the company's operations, there was a reasonable possibility the action could succeed at trial.

The plaintiff brought a consent motion to certify a class proceeding against Haventree Bank for settlement purposes.

The action alleged that the bank breached legislation and contract terms by automatically renewing mortgages at higher interest rates, leading to additional costs for class members.

The court granted the certification, finding that all criteria under the Class Proceedings Act, 1992 were met, including disclosure of a cause of action, an identifiable class, common issues, and that a class proceeding was the preferable procedure, especially in the context of a settlement.

The court also approved the notice plan and the appointment of a Claims Administrator.

This is an appeal from a motion judge's decision dismissing the plaintiffs' motion to amend their pleadings in a class action alleging a multi-bank conspiracy to fix gold and silver prices and engage in 'spoofing'.

The motion judge had found the proposed amendments time-barred or improper for joinder.

The Court of Appeal allowed the appeal, finding that the motion judge erred in law by treating amendments as new causes of action when they were alternative theories based on existing facts, and by misapplying the 'actual knowledge' standard for limitation periods.

The Court also found a palpable and overriding error in the motion judge's assessment of JP Morgan's joinder, concluding that the CFTC order did not preclude conspiratorial spoofing allegations.

The amendments were allowed, with the possibility for some respondents to plead a limitations defence at trial.

The plaintiff sought approval of a $4,000,000 settlement in a certified shareholder class action against the defendant.

The court found the settlement to be fair, reasonable, and in the best interests of the class, noting the litigation risks and arm's length negotiations.

The court also approved a $7,500 honorarium for the representative plaintiff and class counsel fees of $1,200,000 (30% of the settlement) plus taxes and disbursements, finding the fee appropriately reflected the risk assumed by counsel.

The plaintiff brought a motion for court approval of the time frame and content for the First Notice to class members, and for an order appointing class counsel to manage the escrow account, following a proposed settlement in a certified class action.

The court approved the proposed Plan of Notice for disseminating the First Notice and its content, finding it appropriate for informing class members about the settlement, their rights to object, and the upcoming settlement approval hearing.

The appellants, 36 former employees and shareholders of NexJ Systems Inc., appealed an application judge's order approving a plan of arrangement under the Canada Business Corporations Act.

The plan compelled them to sell their shares in NexJ Systems Inc. and NexJ Health Holdings Inc. to N. Harris Computer Corporation, and included a broad release of claims.

The appellants argued the plan was not fair or reasonable, breached prior agreements, denied procedural fairness by releasing claims without trial, and that the judge exceeded jurisdiction by including shares of a related company (NexJ Health).

The Court of Appeal dismissed the appeal, finding no procedural unfairness, upholding the application judge's interpretation of the 2011 agreements, confirming jurisdiction over the related company's shares as necessary for the financing, and affirming the valid business purpose of the plan.

The appellant, Dov Markowich, appealed the dismissal of his motion for leave to bring a statutory cause of action against Lundin Mining Corporation under the Securities Act for alleged failure to disclose a material change, and for certification of a class action.

The motion judge dismissed both.

The Court of Appeal found the motion judge erred by adopting an overly narrow interpretation of "change in the business, operations or capital" and by resolving evidentiary conflicts prematurely.

The Court clarified that "change" should be interpreted broadly, and its magnitude is relevant to materiality, not to whether a change occurred.

The appeal was allowed, leave was granted for the statutory cause of action, and the issue of class certification was remitted to the Superior Court.

This decision concerns the costs arising from the dismissal of the plaintiff's motion for leave to commence a secondary market securities class action and to certify the action.

The defendants sought substantial indemnity costs, while the plaintiff argued for partial indemnity and a discount due to the alleged novel and public interest nature of the litigation.

The court awarded partial indemnity costs of $693,805.39, finding no basis for substantial indemnity as there was no reprehensible conduct or unproven fraud allegations.

The court also rejected the argument for a discount under s. 31(1) of the Class Proceedings Act, concluding that the issues were not novel or of broad public interest, particularly as they had been previously litigated.

A minor deduction was made for online research disbursements.

The plaintiff sought leave to bring a statutory secondary market misrepresentation claim under the Securities Act and to certify a class action for both statutory and common law negligent misrepresentation claims.

The claims arose from the defendant mining company's alleged failure to immediately disclose a pit wall instability and subsequent rock slide at its Chilean copper mine.

The court dismissed the motion for leave, finding no reasonable possibility of success that the events constituted a 'change' to the company's business, operations, or capital, as they were inherent mining risks managed in the ordinary course.

The court also dismissed the certification motion for the common law claim, holding that individual issues of reliance made a class proceeding unmanageable and not the preferable procedure.

The plaintiff sought leave to proceed with a statutory secondary market misrepresentation claim under Part XXIII.1 of the Securities Act and to certify the proceeding as a class action.

The claim alleged that the defendants failed to disclose material risks regarding the potential suspension of a mining license in Guatemala due to a lack of indigenous consultation.

The court found that the plaintiff established a reasonable possibility of success at trial based on credible expert evidence regarding Guatemalan law and economic materiality.

The court granted leave and certified the global class action, rejecting the defendants' objections regarding the representative plaintiff and the inclusion of foreign shareholders.

The plaintiff sought leave to proceed with a putative shareholders' class action for secondary market liability under s. 138.3 of the Securities Act.

The claim alleged that the defendant made material misrepresentations regarding a cannabis facility build-out project and joint venture, which were later publicly corrected, causing a significant drop in share price.

The court found the action was brought in good faith and that there was a reasonable possibility of success at trial, rejecting the defendant's expert economic evidence that the market had already absorbed the news.

Leave to proceed was granted.

Class counsel moved for approval of an interim fee award and disbursements following a $250,000 settlement with the Bank of Montreal defendants in a class action.

The court reviewed the requested fees of $62,500 (25% of the settlement) and disbursements of $119,800.83, plus taxes.

Applying the factors for assessing the reasonableness of class counsel fees, the court found the request fair and reasonable and approved the fee award.

The plaintiffs brought a motion to approve a settlement with the Bank of Montreal (BMO) defendants in a class action alleging a conspiracy to fix prices in the foreign exchange market.

The settlement amount was $250,000.

The court found that the case against BMO was significantly weaker than against other defendants, as BMO's trading operations accounted for less than 1% of the market and no regulatory findings had been made against it.

The court concluded that the settlement was fair, reasonable, and in the best interests of the class, and approved the settlement agreement.

The plaintiffs brought a motion to certify a class action for settlement purposes against a group of defendant banks in a proceeding alleging a conspiracy to fix prices in the foreign exchange market.

The settling defendants agreed to pay $250,000.

The court found that the criteria for certification under section 5 of the Class Proceedings Act, 1992 were met and approved the settlement agreement, the notices, and the plan of dissemination.

The plaintiffs brought a motion to certify a class action against several banks for allegedly conspiring to fix prices in the foreign exchange market.

The court found that the plaintiffs satisfied the five criteria for certification under the Class Proceedings Act, 1992, but modified the class definition to exclude indirect purchasers (investors) and direct purchasers who transacted with non-defendant banks.

The court certified the action for direct purchasers who transacted with the defendant banks.

The plaintiffs, trustees of a pension fund, commenced a class action in Ontario and a similar one in Federal Court.

Settlements were reached with some defendants in the Federal Court action.

The plaintiffs sought court approval to discontinue the Ontario action, with prejudice and without costs, in favour of the Federal Court proceedings.

The court granted the motion, finding no prejudice to putative class members as their claims would continue in the Federal Court, and that discontinuing the Ontario action would avoid a multiplicity of proceedings.

The applicant sought leave to appeal an arbitration award regarding the calculation of a net profits interest in a mining property.

The respondent argued the arbitration agreement precluded appeals, but the court found no such exclusion.

However, the court dismissed the application for leave to appeal, concluding that the arbitrator's interpretation of the agreement involved questions of mixed fact and law, and the applicant failed to identify any extricable errors of law.

Following the dismissal of the plaintiff's class action on a summary judgment motion, the successful defendant sought partial indemnity costs of $275,000.

The plaintiff argued the amount was unreasonable and duplicative of costs from an earlier certification motion, suggesting $50,000 was appropriate.

The court reviewed the principles of costs in class actions, noting the 'bet the company' nature of the litigation justified significant costs, but reduced the claimed amount due to excessive hours billed for preparation and cross-examination.

The court found no duplication and fixed costs at $215,000.

This is a costs endorsement following the release of reasons in an appeal.

The respondents advised that the court had misapprehended the appellants' oral costs submissions regarding quantum.

The parties were permitted to provide further written submissions on the costs issue.

The court affirmed its costs order for the appeal but altered the costs of the motion below, reducing the amounts payable by Bank of Montreal and Toronto Dominion Bank.

The plaintiff, representing a class of non-golfing and non-member shareholders of a golf and country club, brought a motion for summary judgment alleging that the club's board of directors engaged in oppressive conduct by selling treasury shares at reduced prices to attract new members.

The plaintiff argued this diluted shareholder equity and violated their reasonable expectations.

The Superior Court of Justice dismissed the class action, finding that the board's decision was a reasonable exercise of business judgment aimed at ensuring the club's financial viability.

The court held that the shareholders did not have a reasonable expectation that shares would only be sold at a specific minimum price, and the board fairly considered the interests of all stakeholders.