Max Muñoz

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 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.

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 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 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.

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.