Philip Anisman

The defendants brought a motion to strike the plaintiff's statement of claim, which alleged oppression and breach of good faith by the individual directors and officers in relation to a share purchase agreement.

The defendants argued the plaintiff lacked standing as the conduct occurred before it became a shareholder, and that insufficient facts were pleaded to attract personal liability.

The court dismissed the motion to strike, finding the plaintiff had standing as a beneficial shareholder and that the pleadings sufficiently alleged the defendants' personal involvement and benefit.

The court also granted the plaintiff's motion to consolidate the action with a related proceeding against the corporate defendants.

The moving party sought to quash an appeal from a motion judge's order refusing to stay a court proceeding in favour of arbitration.

The moving party argued that section 7(6) of the Arbitration Act barred the appeal, relying on the Supreme Court of Canada's decision in Wellman to argue that the Huras line of cases should be overruled.

The Court of Appeal held that Wellman did not overrule Huras, affirmed that Huras was correctly decided, and found that because the motion judge had no statutory authority under section 7(5) to refuse to stay the arbitrable claims, his decision was not made under section 7.

Therefore, section 7(6) did not bar the appeal.

The motion to quash was dismissed.

Judgment creditors of a bankrupt company obtained an assignment of the company's claim against its former director for breach of fiduciary duties and failure to supervise.

The creditors commenced an action against the director more than two years after the company's liability was established by judgment.

The central issue was whether the action was statute-barred under the Limitations Act, 2002.

The court held that while the creditors lacked capacity to sue in the company's name until after bankruptcy, the company itself had discovered the claim when its shareholders received the trial judgment establishing the director's wrongdoing.

The limitation period ran from that earlier date, making the action time-barred.

The plaintiffs (Ridels) brought a motion for summary judgment against the defendant (Goldberg), relying on findings from a prior action against e3m Investments Inc. and Mr. Cassin.

Goldberg brought a cross-motion for summary judgment, arguing the Ridels' claim was statute-barred by the Limitations Act, 2002.

The court dismissed the Ridels' motion, finding that Justice Pepall's prior findings against e3m did not translate into personal liability for Goldberg, and that Goldberg was not a "privy" to e3m in a way that would bind him.

The court granted Goldberg's motion, finding that the Ridels' action was commenced outside the two-year limitation period, as both the Ridels and e3m (as predecessor) had discovered the claim much earlier than the action's commencement date.

The court rejected the argument that the limitation period was suspended pending the outcome of an appeal in the prior action.

The appellants appealed a motion judge's decision dismissing their action as barred by the two-year limitation period under the Limitations Act, 2002.

The appellants had obtained a trial judgment against e3m Investments Inc. more than two years prior, but commenced an action against the respondent (e3m's president and sole director) within two years of e3m's appeal dismissal and subsequent bankruptcy.

The appellants obtained an assignment of the trustee's cause of action under section 38 of the Bankruptcy and Insolvency Act.

The Court of Appeal found that the limitation issue involved mixed questions of fact and law that could not be properly determined on a Rule 21.01(1)(a) motion with only pleadings on the record, and allowed the appeal.

The appellants, judgment creditors of a bankrupt investment dealer, appealed the dismissal of their claim that funds held in an 'Accumulating Account' were held in trust for them.

The account was established pursuant to terms and conditions imposed by the Ontario Securities Commission.

The Court of Appeal upheld the motion judge's finding that while there was certainty of subject matter and object, the appellants failed to prove certainty of intention to create a trust.

The appeal was dismissed.

Judgment creditors appealed under s. 81 of the Bankruptcy and Insolvency Act from a trustee’s disallowance of their proof of claim asserting that funds in a segregated “Accumulating Account” were held in trust for their benefit.

The account had been created pursuant to terms imposed by the Ontario Securities Commission requiring the bankrupt investment dealer to accumulate assets sufficient to satisfy a judgment while an appeal was pending.

The appellants argued the regulatory arrangements and segregation of funds established the three certainties necessary to form a trust.

The court held that the regulatory conditions were intended to preserve assets pending resolution of the judgment rather than to create a trust conferring beneficial ownership on the judgment creditors.

As certainty of intention to create a trust was not established, the funds formed part of the bankrupt estate.

The plaintiff moved for judgment for costs after the defendant accepted a Rule 49 offer to settle shortly before trial.

The court held that an offer providing for payment of $50,000 plus HST "in full and complete satisfaction of the plaintiff’s claim" unambiguously included costs, so rule 49.07(5) did not entitle the plaintiff to additional assessed costs.

The court further held that extrinsic evidence of pre-trial discussions was inadmissible under rule 50.09 and settlement privilege, and declined to dispense with that rule under rule 2.03.

The motion was dismissed.

Following the release of the court's reasons on appeal, the parties agreed to set aside the trial judge's costs award.

On consent, the Court of Appeal ordered the appellants to pay the respondents costs in the amount of $355,000, plus disbursements and applicable taxes.

The appellants appealed a trial judgment awarding damages to the respondents for losses arising from unauthorized investment trading, arguing the action was barred by the limitation period.

The Court of Appeal dismissed the appeal, finding the trial judge correctly applied the modified objective test for discoverability.

The respondents cross-appealed to recover capital gains taxes incurred due to the unauthorized trading.

The Court allowed the cross-appeal, holding that the claim for taxes was not a new cause of action but a claim for additional damages arising from the existing cause of action, and thus not statute-barred.

The plaintiffs sued their investment advisor and his firm for breach of contract, negligence, and breach of fiduciary duty arising from the handling of their investment accounts.

The court found that the advisor failed to comply with the 'know your client' rule, engaged in unsuitable short-term trading, and exercised unauthorized discretion, while the firm failed to properly supervise the accounts.

Although no fiduciary duty was owed to the more knowledgeable husband, fiduciary duties were owed to and breached regarding the wife and son.

The court rejected defenses of ratification and limitation periods (except for a late-added tax claim) due to the plaintiffs' lack of knowledge of the misconduct.

Damages were awarded for capital and opportunity losses, reduced by 30% for the plaintiffs' contributory negligence.

The Ontario Securities Commission appealed a decision dismissing its application to continue directions freezing two offshore funds under s. 126(5) of the Securities Act.

The Commission argued for a new 'contextual reasonableness' standard rather than the established three-part RBC test.

The Court of Appeal affirmed that the RBC test—requiring a strong prima facie case of a Securities Act breach, a close connection between the misconduct and the assets, and evidence of potential dissipation—remains the appropriate standard, though it should be applied flexibly.

The Court found no error in the application judge's conclusion that the Commission failed to establish a prima facie case of a breach of the Act linked to the frozen funds.

The appeal was dismissed.

The successful respondents sought costs of the appeal in the amount of $23,013.02 on a partial indemnity basis.

The appellants argued the amount was excessive and suggested $6,731.58.

The Divisional Court found the respondents' claim high given the narrow and straightforward issue on appeal.

Applying the principles from Boucher, the court fixed costs at $12,000 all inclusive.

The appellant paving company constructed an asphalt plant and claimed an accelerated capital cost allowance and investment tax credit, arguing the plant was used primarily for 'manufacturing or processing goods for sale'.

The Minister denied the claims because 75% of the asphalt was used in the appellant's own paving contracts (contracts for work and materials), not sold to third parties.

The Supreme Court of Canada dismissed the appeal, holding that the term 'sale' in the Income Tax Act imports settled commercial law distinctions, meaning goods supplied through contracts for work and materials do not qualify as goods for sale.

The appellant hired a contractor to renovate his basement, which required underpinnings.

The contractor convinced the appellant to commence construction before obtaining a building permit.

When the permit was issued, the underpinnings were concealed.

The municipal building inspector relied on the contractor's assurances rather than conducting a thorough inspection.

The underpinnings were defective, causing flooding.

The Supreme Court of Canada held that the municipality owed a duty of care to the appellant to conduct a reasonable inspection, despite the appellant's negligence in allowing construction without a permit.

The municipality was held jointly and severally liable with the contractor, with damages reduced by the appellant's contributory negligence.

The appellant, a beneficial owner of common voting shares of the respondent bank, submitted proposals for inclusion in a management proxy circular.

The bank declined to include the proposals because the appellant was not a registered shareholder.

The Supreme Court of Canada dismissed the appeal, holding that under s. 143(1) of the Bank Act, only a 'shareholder entitled to vote' may submit a proposal, and under s. 93(1), the bank may treat the registered owner as the person exclusively entitled to vote.

Therefore, a beneficial shareholder cannot submit a shareholder's proposal.