Faren H. Bogach

The applicant, a non-share capital corporation, sought a declaration that a resolution proposed by its voting members to remove certain directors and amend its by-laws was unlawful.

The voting members had requisitioned a special meeting to pass the resolution following a governance review that alleged the directors were in a conflict of interest.

The court granted the application, finding that under the Corporations Act and the applicant's by-laws, the voting members did not have the authority to unilaterally amend the by-laws or reduce the number of directors.

Furthermore, the resolution to remove the directors failed to comply with the procedural fairness and conflict of interest provisions set out in the by-laws.

The defendants moved to discharge a Certificate of Pending Litigation registered by the plaintiff over land in Mississauga, arguing that the plaintiff had no interest in the land, that there was material non‑disclosure in the ex parte application for the CPL, and that the plaintiff delayed unreasonably in seeking the certificate.

The plaintiff asserted that the parties had long contemplated the transfer of land for the construction of a Greek Orthodox church pursuant to agreements dating back to 1980.

The court held that the totality of the evidence demonstrated a reasonable claim to an interest in the land and a triable issue supporting the CPL.

The court further found that the plaintiff had provided sufficient disclosure on the ex parte motion and that the delay in seeking the CPL was reasonably explained.

Balancing the equities and the absence of demonstrated hardship to the defendants, the court concluded that maintaining the CPL was just.

The plaintiff sued the corporate defendant and its principal for wrongful dismissal.

The defendants filed a joint statement of defence alleging cause, and the corporation counterclaimed.

The corporation later became insolvent, and its counterclaim was assigned to the principal.

After the corporation's statement of defence was struck for failure to attend discovery, resulting in deemed admissions of the plaintiff's allegations, the principal sought to amend his pleadings to continue the counterclaim.

The Court of Appeal upheld the decision denying the amendments, finding that because the principal stood in the shoes of the corporation, the deemed admissions made the counterclaim legally impossible to succeed, rendering the proposed amendments an abuse of process.