Michael Citak

This decision concerns the validity of a by-law amendment by Information Technology of Systems Ontario (ITSO) requiring member associations to maintain the same corporate structure and control as when they first became members, unless approved by ITSO’s board.

The Barrie & District Association of Realtors (BDAR) challenged the amendment, arguing it was a retroactive breach of contract, impermissibly vague, and made in bad faith to target BDAR.

The court dismissed the application, finding the amendment was not retroactive, was sufficiently clear, and was made for a legitimate purpose in the best interests of ITSO and its members.

The plaintiff, Plainview Heights Property Ltd., brought a motion for default judgment against the defendants, Moreom Khatun and Rehan Uddin, following a failed real estate transaction.

The defendants were noted in default after failing to defend the proceeding.

The court reviewed the requirements for default judgment, including the need for evidence supporting unliquidated damages.

The court found liability established but adjourned the motion to allow the plaintiff to file further evidence regarding damages and mitigation.

The Court-appointed Receiver brought a motion for an Approval and Vesting Order (AVO) to sell real property, and for a Distribution and Discharge Order.

The debtor opposed the sale, arguing the purchase price was improvident and presenting a higher late offer.

The court applied the Soundair test and found the Receiver conducted a fair, court-approved sale process, making sufficient efforts to obtain the best price.

The court granted the AVO, approved the Receiver's activities and fees, and granted a temporary sealing order over confidential property value information.

The appellant landlord appealed a judgment finding it in breach of a commercial lease, granting specific performance, and awarding damages to the respondent tenant.

The Court of Appeal found no error in the trial judge's findings, interpretation of the lease, grant of specific performance, or assessment of damages, noting the appellant failed to present expert evidence to challenge the damages methodology at trial.

The appeal was dismissed.

The plaintiff, Acteon Inc., sought to enforce a judgment from the Commercial Court of Bordeaux, France, against the defendants, Verona Medical Group Inc. (operating under various names including Dent-X Canada), and to stay the defendants' counterclaim.

The French judgment arose from an unpaid balance for medical and dental equipment.

The court granted the plaintiff's motion for recognition and enforcement of the French summary judgment, finding it final and enforceable despite a pending appeal of a related merits proceeding in France.

The court also determined that all named defendants constituted a single legal entity, Verona Medical Group Inc., and were therefore liable.

The execution of the enforcement order was stayed until the earlier of the French appeal decision or January 15, 2024, to address potential discrepancies in the judgment amount.

The defendants' counterclaim was also stayed to prevent inconsistent results and multiplicity of proceedings.

The plaintiff brought a motion for summary judgment in an action to recover alleged electricity overcharges under a utility supply contract.

The defendant raised a limitation period defence and disputed the cancellation of the contract.

The court dismissed the motion, finding at least eight genuine issues requiring a trial, including discoverability, the calculation of overcharges, and an inadequate evidentiary record.

The Monitor of Bondfield Construction Company Limited and the Trustee in Bankruptcy of Forma-Con Construction brought applications under s. 96 of the Bankruptcy and Insolvency Act to recover tens of millions of dollars transferred out of the debtor companies through a false invoicing scheme and an alleged fund cycling scheme.

The court found that the payments made under the false invoicing scheme were transfers at undervalue made with the intent to defraud, defeat, or delay creditors, and held the participating respondents jointly and severally liable.

The court declined to apply the strict corporate attribution doctrine from Canadian Dredge, instead imputing the directing mind's fraudulent intent to the corporate debtors to fulfill the remedial purpose of s. 96.

The Monitor's claim regarding the fund cycling scheme was dismissed for lack of evidence that the transfers lacked consideration.

The Receiver, supported by the Applicant (senior secured lender and stalking horse bidder), sought court approval for a Sale Procedure featuring a stalking horse agreement for the North Barrie Crossing Shopping Centre.

The Respondents opposed, raising concerns about the credit bid valuation, expense reimbursement, deposit requirements, minimum overbid, and the timing of the sale during the COVID-19 crisis.

The court applied the Soundair and CCM Master principles, largely approving the Receiver's plan with minor amendments, including requiring environmental and building condition reports and tenant estoppel certificates, and extending the sale timeline by two weeks to enhance the bidding process.

The Bondfield Group, a major construction company, sought CCAA protection due to insolvency, over $1 billion in active contracts, and over 200 lawsuits.

The application was unopposed and resulted from extensive stakeholder negotiations.

The court granted an initial order for CCAA protection, including a stay of proceedings, approval of a tailored $8 million Debtor-in-Possession (DIP) facility funded by Zurich Insurance, an Administration Charge for professional fees, and a Directors' Charge for $3 million (excluding John Aquino).

The court emphasized the public interest in completing critical infrastructure projects and the preference for CCAA over receivership to preserve enterprise value.