Lauren Harper

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.

This is a continued certification motion in a class action alleging that the defendant misused class members' data by making it available to third parties without consent.

The court declined to certify the proceeding on multiple grounds: the proposed class definition was not workable, as it required individual inquiries to develop a Master Class List and was both under-inclusive and over-inclusive; the nominal damages issue could not be certified as a common issue because individual issues were woven into its determination; the proceeding was not the preferable procedure given the absence of evidence of compensable loss and the availability of regulatory proceedings; and the litigation plan was unworkable given the size of the class and the numerous individual inquiries required.

The defendant was awarded costs of $500,000 all-inclusive.

The plaintiffs brought a motion to certify a class action against Facebook, alleging the unauthorized sharing of user data with third-party apps.

The court struck the claims for breach of confidence and breaches of the privacy statutes of British Columbia, Manitoba, and Newfoundland and Labrador, but found the pleadings disclosed causes of action for breach of contract, intrusion upon seclusion, disgorgement, and breach of the Saskatchewan Privacy Act.

The court excluded the plaintiffs' proposed expert evidence but admitted various documentary exhibits.

While the court approved several common issues, it found others required individual inquiries and adjourned the motion to allow the plaintiffs to propose a revised class definition and litigation plan.

This endorsement concerns three tobacco companies (JTI-MacDonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc.) operating under the Companies’ Creditors Arrangement Act (CCAA).

Each applicant sought an extension of their stay period until September 30, 2024, to continue formulating plans of arrangement.

Imperial also requested authorization to terminate a retirement plan and post security for a vaping product license.

RBH sought a procedural amendment for employee grievances.

The court, finding no opposition and satisfied with the applicants' good faith, diligence, and sufficient resources, granted all requested relief, noting significant progress in ongoing mediation.

Q4 Inc. brought an application under section 182 of the Business Corporations Act for final court approval of a plan of arrangement involving SEP Forge BidCo Inc. The arrangement, which involved the acquisition of Q4 shares for cash, had previously received an interim order and was approved by the requisite majorities of shareholders.

The court granted the final approval order, finding that all statutory procedures and court-ordered requirements were met, the application was put forward in good faith, and the arrangement was fair and reasonable.

The decision noted the overwhelming shareholder support and the absence of exercised dissent rights, despite public opposition from a competitor shareholder.

This endorsement concerns the Companies' Creditors Arrangement Act (CCAA) proceedings for JTI-MacDonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc. The court granted an unopposed motion to extend the stay period until March 29, 2024.

Recognizing the complexity and the four-and-a-half-year duration of negotiations, the court directed the three court-appointed Monitors, in conjunction with the court-appointed Mediator, to collaborate and develop comprehensive Plans of Compromise or Arrangement.

The objective is to finalize plans that are fair and reasonable to all applicants and creditors, moving from observable activity to meaningful action.

This is an appeal from a motion judge's refusal to certify a claim for intrusion upon seclusion against Trans Union of Canada, Inc. in a class action.

The appellant alleged that Trans Union, a "Database Defendant," enabled third-party hackers to access private information due to inadequate security.

The Court of Appeal for Ontario dismissed the appeal, holding that the tort of intrusion upon seclusion, as recognized in Jones v. Tsige, does not extend to "Database Defendants" for the actions of independent third-party hackers, as there is no basis for vicarious liability in such circumstances.

The court also confirmed its jurisdiction to hear the appeal, treating the refusal to certify as a final order effectively dismissing the claim.

The plaintiffs brought a consent motion in writing to approve the dismissal of a putative class proceeding against Facebook and Google on a without costs basis.

The action alleged that Facebook scraped call and text logs from users of the Messenger app on Android devices.

Following the denial of certification in a parallel British Columbia action, the representative plaintiffs no longer wished to proceed due to the risk of adverse costs.

The court approved the dismissal, finding it was not brought for an improper purpose, no private benefit was received to the detriment of class members, and notice to the class was unnecessary.

The plaintiffs sought to certify a class action against the defendant pharmaceutical companies for manufacturing and distributing valsartan contaminated with NDMA and NDEA, which are probable human carcinogens.

The plaintiffs claimed damages for psychological harm and pure economic losses (medical bills, medical monitoring, refunds, and wasted pills) arising from the increased risk of being diagnosed with cancer, but explicitly did not claim damages for actually developing cancer.

The court dismissed the certification motion, finding that the law does not recognize a cause of action for the mere creation of risk or for pure economic loss from shoddy but not imminently dangerous goods, and therefore the claims failed to satisfy the cause of action, common issues, and preferable procedure criteria.

The applicant sought final court approval for a plan of arrangement under section 182 of the Business Corporations Act, whereby the respondent would acquire all issued and outstanding common shares of the applicant.

The court found that the statutory procedures were met, the application was put forward in good faith, and the arrangement was fair and reasonable, noting overwhelming shareholder approval and the presence of fairness opinions.

The final order approving the arrangement was granted.

The plaintiff brought a motion to certify a class action against TransUnion arising from a data breach where hackers accessed the credit profiles of 37,444 individuals.

The plaintiff alleged intrusion upon seclusion, negligence, and breach of provincial privacy statutes.

The court certified the negligence and certain provincial privacy statute claims, finding they disclosed a cause of action and met the certification criteria.

However, the court refused to certify the intrusion upon seclusion claim, as binding authority established it does not apply to database defendants for hacker attacks, and struck claims under the privacy statutes of Manitoba, Newfoundland and Labrador, and British Columbia for lack of subject matter jurisdiction.

The appellants, a fertility doctor and her professional corporation, appealed the dismissal of their action against a former colleague for breach of fiduciary duty and unjust enrichment regarding a government funding application.

The Court of Appeal dismissed the appeal, finding no palpable and overriding errors in the trial judge's factual findings.

The court upheld the trial judge's conclusions that no fiduciary duty existed due to the absence of an undertaking to act in the beneficiary's best interests, and that there was a juristic reason for any enrichment because the funding application was made honestly and in accordance with the parties' agreement at the time.

The plaintiffs in a proposed class action regarding a data breach sought court approval to settle and discontinue their claims against the defendant GitHub.

GitHub, an American corporation, had challenged the court's jurisdiction.

After an initial adjournment to address jurisdictional concerns, the plaintiffs submitted revised materials.

The court approved the settlement, finding that discontinuing the action against GitHub was fair, reasonable, and in the best interests of the class given the litigation risks, costs, and the fact that the remaining defendants had sufficient financial strength to meet any damages.

The plaintiffs in a proposed class action regarding a data breach sought court approval of a settlement with the defendant GitHub.

The court declined to approve the settlement as proposed, noting that it could not make a binding ruling on its own jurisdiction based on the consent of the parties, and that the substantive merits of the settlement (essentially a discontinuance) did not support approval at this stage.

At the parties' request, the motion was adjourned sine die.

In a proposed class action regarding a data breach, the plaintiffs brought a motion for an injunction to enjoin or supervise communications from the defendants to putative class members.

The defendants intended to send a notice to 51,000 affected individuals offering free credit monitoring.

The court dismissed the motion, finding no reason to intervene as the proposed notice did not affect the integrity of the class proceedings or compromise the putative class members' rights.

The plaintiffs in a proposed class action regarding a data breach brought motions to compel answers to questions refused on cross-examinations of two affiants and an omnibus motion to strike out various affidavits, factum paragraphs, and a sealing motion.

The court dismissed the refusals motions, finding the questions asked were beyond the narrow scope of the underlying motions (an injunction motion and a sealing motion) and were properly refused.

The court also dismissed the omnibus motion, finding no reason to strike the evidence or alter the timetable for the upcoming jurisdiction and certification motions.

The Ontario Court of Appeal allowed an appeal concerning the enforcement of a Letter of Request (LoR) from a U.S. court.

The LoR sought confidential financial and valuation documents from Matvil Corp., a non-party, to assist Actava TV, Inc.'s damages expert in a U.S. action using a "yardstick" method.

The Court found that the application judge erred in her relevance and public policy analyses, and failed to adequately consider Canadian sovereignty.

The requested information was deemed overly broad, speculative, and not directly relevant to the material issues in the U.S. action, and its disclosure would be contrary to Canadian public policy given the sensitive nature of the data and the inadequacy of protective orders.

The plaintiffs and defendants were fertility doctors who worked together at a clinic for many years.

When the Ontario government announced public funding for fertility procedures, the defendant applied for and received funding for her new clinic, using historical data from both doctors' practices.

The plaintiff, who ultimately chose not to join the new clinic, sued for breach of fiduciary duty and unjust enrichment, claiming she was cut out of the funding.

The court dismissed the claims, finding no per se or ad hoc fiduciary duty existed, as the defendant did not undertake to forsake her own interests.

The court also found a juristic reason for any enrichment, as the plaintiff autonomously chose not to join the new clinic or negotiate an agreement to access the funding.

In the alternative, damages were assessed at $2,578,050.

The defendants sought costs of $35,000 all-inclusive after successfully bringing a motion to stay the action.

The plaintiff opposed the quantum, arguing it was excessive.

The court found the defendants were entitled to costs on a partial indemnity scale.

Considering the factors under Rule 57.01 and previous costs awards in similar litigation involving the plaintiff, the court awarded the defendants costs in the amount of $17,500 all-inclusive.