Ian B. Houle

This decision addresses the terms of a court-ordered buy-sell process between two dental practice shareholders following a deadlock.

The court determined that it would not fix the value of the dental practice for the buy-sell notice and rejected the applicant's request for a price reduction based on the respondent's role as the working dentist.

The court found that the parties' negotiated draft shareholders' agreement, which included differential non-competition provisions, adequately protected the applicant's interests.

The final buy-sell notice was approved with only the purchase prices to be inserted by each party.

The appellant, a judgment creditor, appealed the dismissal of its application seeking a declaration of fraudulent conveyance and damages for unlawful conduct conspiracy against the respondents.

The appellant alleged that the transfer of shares by the debtor to Capital Dentistry Group Limited was a fraudulent conveyance and part of an unlawful conspiracy.

The Court of Appeal upheld the application judge's finding that there was no fraudulent intent, noting that the transaction was initiated by an arm's length party, structured consistently with past deals, and occurred as part of a larger acquisition.

As fraudulent intent was not established, the essential element of unlawful conduct for the conspiracy claim failed.

The appeal was dismissed, and costs were awarded to the respondents.

The Canada Mortgage and Housing Corporation (CMHC) brought contempt proceedings against Melissa Hart and Patricia Hart for failing to attend court-ordered examinations in aid of execution.

Both defendants were found in contempt.

Patricia Hart's penalty phase was adjourned as she demonstrated an intention to purge her contempt.

Melissa Hart, however, repeatedly failed to comply with court orders, continued to file frivolous motions, and had been declared a vexatious litigant.

The court imposed a 60-day conditional sentence (house arrest) on Melissa Hart, with specific terms for purging contempt, and ordered her to pay $9,000.00 in substantial indemnity costs.

This case involved an application by two dentists seeking a one-third interest in a dental corporation, damages, and remedies for alleged partnership, breach of agreement, oppression, and unjust enrichment against a third dentist and her professional corporation.

The court found no partnership existed, the agreement for the applicant to acquire shares was conditional and unfulfilled by the applicant, and there was no oppressive conduct or unjust enrichment by the respondent.

However, the court did find the dental corporation to be in a deadlock between the two remaining shareholders and ordered a buy-sell arrangement as a just and equitable remedy under the Business Corporations Act, with the court retaining jurisdiction to determine specific terms if the parties cannot agree.

The plaintiff, Canada Mortgage and Housing Corporation (CMHC), brought a motion under Rule 2.1.01 to dismiss the defendants' motion to set aside a default judgment.

The defendants had repeatedly attempted to relitigate issues related to the 2010 default judgment, with previous actions and motions dismissed as frivolous, vexatious, and an abuse of process by multiple courts, including the Court of Appeal.

The court found that the defendants' current motion was a fourth attempt to relitigate the same issues without new or cogent evidence, confirming it was frivolous, vexatious, and an abuse of process.

The court dismissed the defendants' motion.

Miramare Investment Inc. brought a motion to find AOD Corporation and Alain Mercier in contempt of court for violating a prior order that designated Miramare as the sole entity authorized to deal with a specific patent.

The court had previously ruled that Miramare was the sole entity authorized to deal with the patent, a decision upheld on appeal.

The court found AOD and Alain Mercier guilty of contempt, concluding that the sale of the patent was a clear violation of the court's order.

The judge found Alain Mercier's testimony not credible and confirmed that all elements of contempt were proven beyond a reasonable doubt.

The appellants, Melissa Hart and Patricia Hart, appealed the dismissal of their motion to set aside a default judgment obtained by Canada Mortgage and Housing Corporation (CMHC).

The motion, brought under Rule 59.06(2), alleged fraud or newly discovered facts.

The Court of Appeal upheld the motion judge's decision, finding that the appellants failed to act with diligence in seeking to set aside the judgment and did not provide cogent evidence to support their allegations of fraud or new facts.

Previous actions by the appellant Melissa Hart based on similar facts had been dismissed as frivolous and vexatious under Rule 2.1.01.

The plaintiff, 6071376 Canada Inc., sought an order to compel the defendants, 3966305 Canada Inc. and Mahmood Khedmatgozar, to disclose records to assist in the execution of a $1.19 million judgment.

The defendants had failed to provide adequate answers to undertakings and advisements from a previous judgment debtor examination.

The court granted broad disclosure orders, compelling the defendants to answer all questions, including those previously refused or taken under advisement, and to produce extensive financial records dating back to 2012, emphasizing the debtor's obligation for full and frank disclosure.

A request for immediate transfer of funds held in trust was denied due to lack of evidence.

The plaintiff, 6071376 Canada Inc., invested 40% of the closing funds for a commercial property (the "Hull Project") in exchange for 40% of its net income and net value upon sale.

Title was held by defendant 3966305 Canada Inc., whose sole director and shareholder was defendant Mahmood Khedmatgozar.

Mahmood sold the property without the plaintiff's knowledge, using the proceeds to purchase another property, and repeatedly lied to the plaintiff about the project's status for over six years.

The court found that the defendants owed fiduciary duties to the plaintiff and that Mahmood was personally liable due to piercing the corporate veil, having used 3966305 Canada Inc. as his alter ego to misappropriate funds.

The plaintiff was awarded 40% of the Hull Project's net sale proceeds and net rental profits, plus prejudgment interest.

The defendants' limitation defence was rejected.

Mahmood was ordered to pay $200,000 in punitive damages for his outrageous and reprehensible conduct.

The defendant sought costs after successfully setting aside an ex parte interim interlocutory Mareva injunction obtained by the plaintiffs.

The plaintiffs argued that costs should be determined after trial or awarded in the cause.

Applying the factors under Rule 57 of the Rules of Civil Procedure, the court considered success, the complexity of Mareva injunction proceedings, and the plaintiffs’ decision to proceed without notice despite the absence of urgency.

While the defendant sought substantial indemnity costs, the court held that the plaintiffs’ motion was not entirely groundless and awarded costs on a partial indemnity basis.

Costs of $17,000 inclusive of disbursements and HST were ordered payable in any event of the cause to preserve the plaintiffs’ access to justice.

The plaintiffs sought to continue an interim ex parte Mareva injunction freezing the defendant father’s assets in a civil action alleging long‑term physical and emotional abuse and seeking $7.65 million in damages.

The defendant moved to set aside the injunction, denying the allegations and disputing claims that he intended to dissipate assets.

The court applied the test for Mareva injunctions requiring a strong prima facie case, assets within the jurisdiction, and a real risk of asset dissipation.

The evidence supporting the abuse allegations consisted largely of contradictory affidavits and lacked independent corroboration, raising credibility issues that could only be resolved at trial.

The court held that the plaintiffs failed to establish a strong prima facie case and therefore set aside the interim Mareva injunction.

The accused was acquitted at trial on a charge of indecent assault allegedly committed in 1975.

The provincial appellate court set aside the acquittal and ordered a new trial.

The Court held that the trial judge had acquitted on the basis of reasonable doubt and had made no fatal error of law by not relying on collateral evidence said to bolster the complainant's credibility.

The appeal was allowed, the new-trial order was set aside, and the acquittal was restored.