Michael R. Bookman

The applicant minority shareholder sought remedies for alleged oppression by the respondents, claiming they concealed conflicts of interest in related-party transactions.

The parties agreed that the respondents should buy out the applicant's shares, but disputed the valuation and whether the applicant was subject to Canadian economic sanctions against Russia due to its principals' ties to a sanctioned Russian entity.

The court found no oppression, as the applicant knew or ought to have known of the overlapping ownership.

The court set the buyout value based on the midpoint of the experts' market approaches and applied a 10% minority discount.

However, finding considerable evidence that the applicant might be subject to sanctions, the court ordered that no payment be made until Global Affairs Canada rules on the sanctions issue.

The defendant, Citadelle, brought a motion seeking an order to seal certain Master Supply Agreements (MSAs) and Individual Supply Agreements (ISAs) with Coca-Cola, arguing that these documents contained commercially sensitive and confidential information.

The plaintiff consented to the motion.

The court applied the three-part test from Sherman Estate v. Donovan, finding that court openness posed a serious risk to the important public interest of preserving confidential commercial information, that no reasonable alternative measures would prevent this risk, and that the benefits of the narrowly tailored sealing order outweighed its negative effects on the open court principle.

The motion was granted, and the identified agreements were ordered sealed.

This costs endorsement follows the dismissal of the plaintiff's motion for an interim/interlocutory injunction.

The court was asked to fix the partial indemnity costs payable by the plaintiff to the successful defendants.

The decision reviews the parties' costs outlines, considering the complexity and importance of the issues, the time spent by counsel, and the applicable factors under the Courts of Justice Act and Rules of Civil Procedure.

The court fixed the defendants' partial indemnity costs at $230,000.

The plaintiff, Vaultose Digital Asset Services Inc., sought an interim and interlocutory worldwide injunction to restrain the defendants from developing, monetizing, using, or disclosing technology related to the "QDS Platform" alleging breach of confidentiality covenants.

The defendants, including Tilo Kunz and William Yakamovich, denied misuse of confidential information, asserting their work relied on public knowledge and prior experience.

Concurrently, the defendants moved for security for costs.

The court applied the "strong prima facie case" test for the injunction due to its intrusive nature.

The court found the plaintiff failed to establish a strong prima facie case for breach of confidence or misuse of confidential information, noting the vagueness of the alleged information and lack of specific evidence.

The injunction motion was dismissed.

The defendants' motion for security for costs was granted, with the plaintiff ordered to pay $121,000 in security for anticipated partial indemnity costs through discovery and mediation, plus $25,000 for the security for costs motion.

This costs endorsement followed a successful application by commercial landlords (Applicants) against Cerieco Canada Corp., a second indemnifier, for payment of garnished funds and outstanding rent.

Cerieco unsuccessfully defended the application.

The Applicants sought costs on a substantial indemnity basis, as contractually provided in the lease.

The court found no "good reason" to deviate from the contractual right to costs, despite the court's inherent discretion.

The Applicants were awarded $56,000 in all-inclusive costs.

The Receiver brought a motion for court approval of multiple settlement agreements resolving litigation arising from the receivership of Distinct Infrastructure Group Inc., and for a sealing order over the confidential settlement terms.

The court approved the settlements, finding them to be a fair and reasonable commercial resolution.

The court also granted the sealing order, applying the Sherman Estate test and finding that the public interest in promoting settlements and preserving commercially sensitive information outweighed the negative effects on the open court principle.

The plaintiff appealed an Associate Judge's order dismissing its motion for a protective order over the production of its financial statements to the defendants, who are direct competitors.

The plaintiff sought to limit disclosure to 'counsel's eyes only', arguing the statements contained confidential and commercially sensitive information.

The Superior Court dismissed the appeal, finding the motion judge did not err in concluding the plaintiff failed to demonstrate a real and substantial risk of serious financial harm.

A motion to adduce fresh evidence was also dismissed as the proposed evidence would not be conclusive of the issue on appeal.

This is an appeal from a summary judgment motion concerning a repudiated agreement of purchase and sale for a cottage.

The appellants challenged the motion judge's findings on mitigation of damages and the costs award.

The Court of Appeal dismissed the main appeal, affirming the motion judge's finding that the appellants failed to meet their onus to prove the respondents did not take reasonable steps to mitigate their losses, and that the motion judge did not err in her assessment of the evidence.

The Court also granted leave to appeal the costs order but ultimately dismissed the costs appeal, upholding the motion judge's application of Rule 49.10 and the award of substantial indemnity costs to the respondents, finding that an informal settlement discussion did not revoke a prior formal offer to settle.

The parties agreed not to seek any costs of the appeal motions or the appeals.

The Court of Appeal issued an endorsement reflecting this agreement, with no costs awarded.

This is an appeal and cross-appeal from a Superior Court judgment concerning an oppression remedy claim.

The appellants (defendants) challenged the trial judge's valuation of shares, award of equitable damages, refusal to admit fresh evidence, and refusal to reconsider a Rule 59 motion.

The cross-appellants (plaintiffs) challenged the trial judge's findings on fiduciary duty, the 2012 share purchase agreement, quantum of equitable damages (interest), punitive damages, and transaction structure for share repurchase.

The Court of Appeal dismissed both the appeal and the cross-appeal, upholding the trial judge's decisions on all substantive issues, including the valuation, equitable damages, and the refusal to admit fresh evidence or reconsider motions.

Both parties' requests for leave to appeal costs were also refused.

Following a successful summary judgment motion where the plaintiffs were awarded $358,900, the court determined the scale and quantum of costs.

The plaintiffs sought costs on a partial and substantial indemnity scale based on an unrevoked Rule 49 settlement offer.

The court found the offer triggered Rule 49 consequences and awarded the plaintiffs $90,000 in fees plus disbursements and taxes, applying principles of indemnity and proportionality.

The plaintiffs moved for summary judgment on their claim arising from the defendants' breach of an agreement to purchase their waterfront property.

The property was re-sold at a lower price, and the plaintiffs sought damages for the price differential and increased commission costs.

The defendants disputed the damages and argued the plaintiffs failed to mitigate their losses.

The court determined the proper assessment date for damages was the date of the new agreement of purchase and sale (APS), and found the re-sale price to be prima facie evidence of market value.

The court concluded that the defendants failed to meet their onus to prove the plaintiffs did not take reasonable steps to mitigate their damages.

Summary judgment was granted in favour of the plaintiffs for $358,900.00, and the defendants' counterclaim was dismissed.

The defendants sought leave to file further expert evidence on the issue of mitigation after a summary judgment motion had been heard and was under reserve.

The court denied the request, finding that the defendants failed to demonstrate due diligence in obtaining the evidence earlier and that the proposed evidence lacked cogency.

The court emphasized the importance of finality in proceedings and that a miscarriage of justice did not arise merely because the defendants feared they might not have met their onus on mitigation through their previous attempts.

The plaintiffs moved for directions regarding motions for leave to file fresh evidence, seeking a sequencing protocol to determine whether the defendants' fresh evidence was protected by litigation privilege before disclosing their own fresh evidence.

The motion judge declined to order the proposed protocol, directing the parties to perfect their appeals and schedule an appeal management conference to determine the procedure.

The motion judge also granted the plaintiffs leave to file an over-length 54-page factum, but ordered them to pay $2,000 in costs for failing to seek permission beforehand.

Following a trial where the plaintiff successfully established oppression and was awarded approximately $4.2 million for her shares and termination damages, the court determined the costs of the action.

The plaintiff sought partial indemnity costs of over $1.4 million, while the defendants argued for significant reductions based on the plaintiff's lack of success on several discrete issues.

The court rejected a strict distributive costs approach but reduced the plaintiff's fees by 20% to reflect unsuccessful claims, and made further deductions for post-trial motions and excessive counsel.

The plaintiff was awarded $608,960 in fees and $194,933.33 in disbursements.

Following the dismissal of an appeal and motions for leave to act as representative plaintiffs by objecting class members (Home Depot and Wal-Mart), the representative plaintiffs and several defendants sought costs.

The objecting class members argued they were immune from costs under s. 31(2) of the Class Proceedings Act, 1992.

The Court of Appeal held that jurisdiction exists under ss. 14(1) and (2) to award costs against class members who unsuccessfully seek to represent the class to object to a settlement.

The court awarded costs to the moving parties, finding the delay in filing submissions was justified.

In a class action for secondary market misrepresentation, the court approved a $1.275 million settlement, the proposed distribution plan, class counsel's fees of $357,000 plus disbursements, and an honorarium of $15,000 for the representative plaintiff.

The settlement was deemed fair, reasonable, and in the best interests of the class, considering the high risks and complexities of the litigation and the limited recovery range due to a CCAA order.

The court emphasized the need for exceptional contribution to justify a representative plaintiff's honorarium, which was found to be present in this case.

This addendum to a judgment determined the transaction structure for a court-ordered share purchase as an oppression remedy.

The individual plaintiff, Ms. Murray, a 9.1% shareholder in Pier 21, had been found to be oppressed, and the defendants were ordered to purchase her shares for $39.3 million.

Ms. Murray held her shares through a holding company (2327342 Ontario Inc.) and sought to minimize her tax liability by having the individual defendant, Mr. Star, or his holding company, purchase the shares of her holding company (Option One).

Mr. Star argued for Pier 21 to repurchase its shares from Ms. Murray's holding company for cancellation (Option Two).

The court found that Option One was not in accord with Ms. Murray's reasonable expectations, considering her prior share sales in 2012 where Pier 21 repurchased shares from her holding company for cancellation.

The court also noted that Option One would impose potential unknown liabilities and significant advisory costs on the defendants, risks not present in Option Two.

The court ordered the share purchase to proceed under Option Two, requiring Pier 21 to repurchase its shares from Ms. Murray's holding company for cancellation.

Following a trial where the defendants were ordered to repurchase the plaintiff's shares, the plaintiffs sought directions on the transaction structure to ensure tax efficiency.

The defendants argued the court lacked jurisdiction as the issue was not pleaded and the court was functus officio.

The court held it had jurisdiction under s. 241(3) of the Canada Business Corporations Act, noting the issue was raised during trial and fell within the broad remedial powers for oppression.

The court established a process for filing further evidence to resolve the transaction structure.

Class members who are not representative plaintiffs have no direct right of appeal from an order approving a settlement in a certified class action.

The Court of Appeal affirmed that the decision in Dabbs v. Sun Life Assurance Co. of Canada remains good law and has not been superseded by subsequent decisions.

A settlement approval order is neither a judgment on common issues nor a determination of aggregate damages, and therefore class members cannot seek leave to appeal under section 30(5) of the Class Proceedings Act.

Permitting individual class members to appeal settlement approvals would introduce uncertainty into settlement negotiations, undermine the authority of representative plaintiffs and class counsel, and impede the resolution of class actions.