Andrew J. Winton

The Opposing Landlords sought costs after successfully opposing the debtor Applicants' motion to assign 25 commercial leases to a third party in a CCAA proceeding.

The court found that the dispute was a classic adversarial proceeding, entitling the successful landlords to costs.

The court awarded partial indemnity costs to the landlords, including additional costs to Ivanhoe Cambridge for opposing ipso facto relief.

However, the court deferred payment of the costs until the end of the CCAA proceeding to avoid unfairly prejudicing the secured creditors' collateral before priorities are finally determined.

The appellants appealed a partial summary judgment decision dismissing their oppression claim against the respondent in his personal capacity.

The motion judge had found that the appellants did not qualify as 'complainants' under section 245 of the Business Corporations Act, as they were not creditors and their status as potential creditors did not make them proper persons to bring an oppression claim.

The Divisional Court upheld the motion judge's decision, finding no palpable and overriding error of fact or error of law.

The court confirmed that the motion judge properly applied the test for complainant status and the framework for partial summary judgment.

The appeal was dismissed with costs.

The appellants challenged orders striking a defence and dismissing a related claim for disclosure non-compliance.

The court found the motion judge gave thorough reasons, exercised discretion within a case-managed context under rule 37.15, and committed no error warranting intervention.

The appeal was dismissed with substantial costs.

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.

The applicants sought to set aside or appeal four arbitral awards arising from a dispute over a $20 million charitable donation and associated naming rights for a community campus.

The arbitrator had found that the applicants breached their obligations and declared that the respondents were entitled to revoke the naming rights.

The Superior Court of Justice dismissed the applications, finding no jurisdictional errors, breaches of procedural fairness, or extricable errors of law.

The court held that the arbitration agreement precluded appeals and that the arbitrator's findings on issues including contract formation, relief from forfeiture, and damages were reasonable and supported by the evidence.

The respondents' cross-application to recognize and enforce the arbitral awards was granted.

The applicants sought the winding up of two Ontario corporations (NewCo), which were equally owned by three holding companies engaged in real estate development.

The corporations were governed by a shareholder agreement requiring unanimous consent for fundamental changes and providing for dispute resolution through a Casting Voter.

The parties became deadlocked over multiple issues including the appointment of corporate counsel, the appointment of a Casting Voter, and various property development decisions.

The court found that the parties' rights, expectations, and obligations to work cooperatively had not been fulfilled, that the dispute resolution process was inoperable, and that the relationship had broken down irreparably.

The court ordered the winding up of the corporations, appointed a Sales Officer and corporate counsel, and awarded costs to the applicants.

The moving parties brought a motion for leave to appeal the decision of Penny J. dated March 24, 2025.

The Divisional Court dismissed the motion for leave to appeal with no order as to costs.

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 decision concerns the continuation of refusals motions in complex insurance litigation involving environmental claims at 26 mining sites operated by Vale Canada Limited.

The court addresses the proportionality and sufficiency of discovery efforts, the organization and resolution of thousands of discovery refusals, and sets out directions for further production and inquiry.

The ruling emphasizes the need for balance and proportionality in discovery, especially in large-scale litigation, and provides a framework for resolving outstanding discovery disputes ahead of trial.

The court considered a motion for summary judgment by Jonathan Rosenthal, in his personal capacity, seeking dismissal of the oppression claim brought against him by Paragon Protection Ltd. and Rosencrantz & Guildenstern Inc. The central issue was whether the plaintiffs were proper "complainants" under section 245 of the Ontario Business Corporations Act and thus had standing to advance an oppression remedy claim.

The court found that the plaintiffs, not being current or former security holders or creditors of Tamstu-Harjon Holdings of Canada Limited, could not qualify as proper complainants based solely on their status as potential creditors arising from the litigation itself.

The motion for summary judgment was granted, dismissing the claim against Mr. Rosenthal personally.

The decision addresses motions regarding the appointment of representative counsel for current and former employees and retirees of Hudson’s Bay Company ULC and related entities in ongoing Companies’ Creditors Arrangement Act (CCAA) proceedings.

The Court declined to appoint any of the nominated law firms as representative counsel at this stage, instead appointing the Honourable Herman Wilton-Siegel as an independent third party to evaluate proposals and make a recommendation.

The Court also approved amendments to the Sale and Investment Solicitation Process (SISP) to remove the company’s art and artifact collection from the SISP and to appoint Heffel Gallery Limited to conduct a separate auction for the collection, subject to further court approval of procedures.

The reasons review the legal framework for appointing representative counsel and the importance of balancing stakeholder interests in complex insolvency proceedings.

This endorsement grants a brief adjournment in the Companies’ Creditors Arrangement Act (CCAA) proceedings involving Hudson’s Bay Company ULC and related entities, following ongoing discussions between the applicants and stakeholders.

The court extends the stay of proceedings, increases the Directors’ Charge, amends the relative priorities of charges, and approves the engagement of Reflect Advisors, LLC as financial advisor.

The court finds the requested relief appropriate, unopposed, and supported by the Monitor, and orders the requested amendments to the Initial Order.

This costs endorsement follows the dismissal of appeals by the Attorney General of Ontario, His Majesty the King in Right of Ontario, the Town of South Bruce Peninsula, Alberta Lemon, and the Estate of Barbara Twining, and the allowance of the cross-appeal by the Attorney General of Canada and His Majesty the King in Right of Canada.

The Court orders the Town and the Families to pay costs to the Chippewas of Saugeen First Nation and the Town to pay costs to Canada, finding the amounts sought reasonable in light of the complexity and significance of the appeal.