Max Muñoz

The plaintiff, Stefano G. Tripodi, brought an action against Susglobal Energy Corp., its CEO Marc Hazout, and affiliated entities, claiming damages for negligent misrepresentation and oppression regarding his investments in the company's shares.

The defendants filed a counterclaim seeking damages for abuse of process, alleging the litigation was used to cause reputational harm and exert settlement pressure.

The court found that the parties were friends and peers, and that Hazout did not owe a fiduciary duty to Tripodi, nor did he make actionable misrepresentations.

Ultimately, the Ontario Superior Court of Justice dismissed both the plaintiff's action and the defendants' counterclaim.

This decision resolves two related oppression applications concerning the ownership and management of a closely held family trucking and logistics business, the World Wide Group of Companies.

The court finds that, despite the corporate records, there was an oral agreement among the four principal family members (two brothers and two brothers-in-law) that they would be equal beneficial owners of the main operating company and related entities.

The court orders rectification of the share register and grants a buy-out remedy to effect a final separation of interests, given the irreparable breakdown in relationships and mutual trust.

This motion arose from a family business dispute concerning the management of World Wide Carriers Ltd. (WWC) and related companies.

The applicants sought a declaration that the respondent, Sukhdev Dhaliwal, breached a prior court order (the "October Order") by not operating WWC in the ordinary course of business, and requested extensive access to WWC's documents, premises, and electronic systems.

The court found Sukhdev breached the October Order by terminating WWC's long-standing relationship with World Wide India (WWI), a key service provider primarily owned by the applicants, and transferring that business to a new company controlled by Sukhdev.

This action was deemed outside the ordinary course of business and prejudicial to the applicants' interests.

However, the court denied the applicants' requests for physical and electronic access to WWC and most broad documentary requests, concluding that granting such relief would give them undue control contrary to previous judicial determinations.

The applicants were granted access to documents and information they would have received as directors under the Business Corporations Act (Ontario).

Due to divided success, each party was ordered to bear their own costs.

The applicants brought a motion for an interim and/or interlocutory order to restrain the respondents from exercising powers prejudicial to their interests in a family trucking business and to nullify recent corporate governance actions.

The court granted a partial injunction, restraining the respondents from acting prejudicially or outside the corporation's best interests, finding a serious question to be tried, irreparable harm, and the balance of convenience favoring this restraint.

However, the court denied the request to nullify the corporate governance actions (which removed the applicants as directors and officers), as this constituted a mandatory injunction requiring a strong prima facie case, which the applicants failed to meet regarding their shareholder status.

Sukhdev Dhaliwal remained the sole shareholder, director, and officer, subject to the imposed restraints.

The plaintiff moved for summary judgment to enforce repayment of a $250,000 loan agreement.

The defendant opposed, arguing the loan was modified by oral agreements and that the plaintiff's son had diverted the wood flooring intended as security.

The defendant also issued a counterclaim against the plaintiff, his son, and related corporate entities.

The court dismissed the motion, finding that the issues were inextricably connected to the counterclaim and that a trial was required to resolve complex factual disputes and credibility issues.

This appeal concerned a dispute over loan repayments within a complex tax shelter scheme.

The appellants, two corporations (Fincos), sought repayment of loans advanced to an investor.

The investor argued that earlier loans were statute-barred and later loans were satisfied by preferred shares held in trust.

The Court of Appeal upheld the trial judge's findings: the claims for earlier loans were statute-barred due to an agency relationship establishing the commencement of the limitation period, and the later loans were indeed repayable and satisfied by the transfer and cancellation of preferred shares, interpreting the various agreements holistically.

The court dismissed the appeal and the cross-appeal, finding the cross-appeal moot given the main findings.

The appellant, 908593 Ontario Limited (Eagle Travel), by its receiver, appealed the dismissal of its claim for coverage under a credit risk insurance policy issued by the respondent, Atradius.

Eagle Travel sought indemnity for over $4 million in outstanding accounts receivable from "Discretionary Credit Limit Buyers." The motion judge found, and the Court of Appeal affirmed, that the policy contained a clear and unambiguous aggregate liability limit of $100,000 per insurance year for such buyers.

The Court rejected arguments that the policy was a standard form contract (thus requiring a correctness standard of review) and that the appellant was unaware of the limit, emphasizing the presumption of knowledge for signed contracts and the commercial reasonableness of the policy's interpretation.

The appeal was dismissed with costs awarded to the respondent.

The plaintiff brought a motion for directions on late production and admissibility of a project bid estimate that it had previously refused to produce during discovery.

The plaintiff argued the document was irrelevant until its expert relied on it for a loss of productivity claim.

The court found the document was always relevant and required leave under Rule 53.08 to be admitted.

The court granted leave, finding no non-compensable prejudice or undue delay, but ordered the plaintiff to produce the native file and submit to further examination at its own expense on a full indemnity basis.

Following a merits decision finding the respondents engaged in unregistered trading and advising regarding contracts for difference (CFDs), the Capital Markets Tribunal held a sanctions hearing.

The Tribunal imposed 10-year market participation bans, an administrative penalty of $250,000, disgorgement of $430,192.50 representing profit-sharing fees and commission rebates, and costs of $200,000.

The Tribunal rejected the respondents' arguments that they did not benefit financially because they subsequently lost the profits in the market, and found their evidence of impecuniosity incomplete.

The applicant sought a final order approving a proposed plan of arrangement under section 192 of the Canada Business Corporations Act to facilitate a going private transaction.

The arrangement was overwhelmingly approved by the shareholders at a special meeting.

The court found that all statutory and court-ordered requirements were met, the arrangement was put forward in good faith, and it was fair and reasonable.

The final approval order was granted.

The special committee of FAX Capital Corp. brought a motion for an interim order under section 192 of the Canada Business Corporations Act to approve the procedure for calling and holding a special meeting of shareholders.

The meeting was to consider a proposed plan of arrangement intended to take the company private.

The court found that the applicant was acting in good faith and met the statutory requirements.

The interim order was granted, establishing the mechanics for notice, voting, and dissent rights.

The applicant, 908593 Ontario Limited (Eagle Travel Plaza) by its receiver, brought a motion seeking coverage under a credit risk insurance policy issued by Atradius.

The core dispute was the interpretation of Article 23300 of the policy, specifically whether a $100,000 maximum liability limit for "Discretionary Credit Limit" (DCL) Buyers applied per DCL Buyer or as an aggregate limit for all DCL Buyers per insurance year.

The court found the policy language clear and unambiguous, concluding that the $100,000 limit was an aggregate for all DCL Buyers per insurance year, not per individual DCL Buyer.

The applicant's motion was dismissed.

The plaintiffs brought a motion for a preservation order regarding shares in a start-up company, alleging they owned two-thirds of the shares held by the defendant.

The defendant claimed sole ownership and had recently sold a portion of the shares.

The court found the plaintiffs met the test for a preservation order under Rule 45.

However, to mitigate prejudice from fluctuating share prices, the court ordered that the defendant could sell the shares but must pay the proceeds into court.

The plaintiffs, two numbered companies acting as financing vehicles for tax shelter schemes, sued the defendant investor for repayment of $6.29 million in loans.

The defendant argued that the loans were satisfied by preferred shares held in trust and that claims for earlier loans were statute-barred.

The court found that the claims for the earlier loans were out of time as the limitation period commenced when the loans matured or were demanded by the tax shelter's operating company acting as the plaintiffs' agent.

Furthermore, the court held that the preferred shares were intended to repay the loans.

The action and the defendant's counterclaim were dismissed.

The defendant and plaintiff by counterclaim, Donald Wright, brought a motion seeking leave to amend his statement of defence and counterclaim and to compel answers to certain follow-up discovery questions.

The responding parties opposed the motion and sought to strike an affidavit.

The Master granted leave to amend the pleadings, finding no new cause of action or non-compensable prejudice.

The Master also ruled on the follow-up questions, ordering one to be answered and two not to be answered.

The preliminary issue regarding the striking of an affidavit was dismissed.

This decision addresses the costs of a previously dismissed motion brought by Kunicyn.

Industrial Alliance Securities Inc. (IAS) and Lise Douville, as successful respondents to the motion, sought substantial indemnity costs due to Kunicyn's unproven serious allegations of conspiracy and fraud against them and their counsel.

The court found that such allegations warranted increased costs and awarded substantial indemnity costs, adjusted for proportionality.

IAS was awarded $35,000 and Douville $25,000, to be paid by Kunicyn.

Staff of the Ontario Securities Commission sought an inter-jurisdictional enforcement order against the respondent under subsections 127(1) and 127(10) of the Securities Act.

The respondent had previously pleaded guilty to five counts of fraud over $5,000 under the Criminal Code for misappropriating investor funds intended for a biofuel venture.

The Commission found that the criminal convictions arose from a course of conduct related to securities.

Concluding that a permanent ban was necessary to protect investors, the Commission ordered permanent market bans against the respondent, subject to a limited carve-out allowing him to trade in certain registered and tax-free savings accounts.

This decision addresses eight motions in a billion-dollar secondary market securities class action.

The court granted motions by SNC-Lavalin and its Outside Directors to strike paragraphs from the Plaintiffs' Amended Reply and dismissed the Plaintiffs' motion to deliver a Fresh as Amended Reply, finding that the Plaintiffs were attempting to plead a new, uncapped liability claim without leave and reintroduce previously rejected allegations of bribery in Libya.

The court also granted motions by the Outside Directors and Michael Novak to strike paragraphs from Riadh Ben Aïssa's Statement of Defence, which similarly attempted to introduce allegations of bribery in Libya and knowledge against co-defendants beyond the scope of the granted leave.

Additionally, the court granted protective orders for the examinations for discovery of Messrs.

Ben Aïssa, Duhaime, and Roy, who faced criminal charges, to protect their Charter rights and the integrity of criminal proceedings, but denied requests to stay or postpone discoveries.

The appellants sought to amend their statement of claim in a securities class action to add further particulars of wrongful conduct underlying their misrepresentation claims against the corporate respondent.

The motion judge denied leave for most of the amendments, finding they constituted discrete misrepresentation claims requiring fresh leave under s. 138.8(1) of the Securities Act, and were statute-barred under s. 138.14(1).

The Court of Appeal upheld the motion judge's decision, with one limited exception permitting the appellants to plead a narrower omission allegation relating to previously pleaded facts.

The plaintiffs brought a proposed securities class action for secondary market misrepresentation under Part XXIII.1 of the Securities Act, obtained leave under s. 138.1, and had the action certified.

They later moved for leave to amend their statement of claim to add new allegations of misrepresentation.

The defendants consented to amendments that merely expanded already-pleaded allegations but opposed the balance as fresh misrepresentation claims requiring a separate, and now time-barred, leave application.

The court held that leave under s. 138.8 is assessed against each discrete allegation of misrepresentation, so that the impugned amendments — alleging new bribery and code-of-ethics violations in multiple jurisdictions — were not mere elaborations but discrete claims requiring a fresh leave application.

The motion was granted in part: the consented amendments were allowed and the impugned amendments were refused.