Michael R. Bookman

Following a trial under the oppression remedy, both parties brought motions under Rule 59.06(1) to correct alleged errors in the court's reasons.

The court dismissed the defendants' request to remove references to a personal relationship and their claim of an arithmetic error in the fair value calculation.

The court granted the plaintiffs' motions to correct arithmetic errors, increasing the fair value of the corporation by $0.2 million and the equitable compensation awarded to $605,579.

The plaintiffs' request for compound interest was dismissed as it was not pleaded and lacked an evidentiary foundation.

The plaintiffs, franchisees of the defendant, brought a motion for partial summary judgment seeking declarations that the defendant franchisor breached the Arthur Wishart Act by failing to provide a disclosure document upon renewal of their franchise agreement, and breached its duty of fair dealing.

The franchisor argued it was exempt from providing a disclosure document under s. 5(7)(f) of the Act because there was no material change.

The court dismissed the motion, finding that whether the terms of the renewal agreement constituted a material change, especially in the context of the franchisor's shift toward a corporate service model, presented a genuine issue requiring a trial.

RBC Dominion Securities and Royal Bank of Canada Europe sued Crew Gold Corporation for a Success Fee under an investment banking engagement letter.

The parties' dispute centered on whether RBC was entitled to a Success Fee following an unanticipated takeover of Crew by Severstal, in which RBC played no role.

The trial judge found that a causal link between RBC's services and the transaction was required for the Success Fee to be payable, and dismissed RBC's action.

On appeal, RBC argued the trial judge committed extricable errors of law in interpreting the Agreement.

The Court of Appeal upheld the trial judge's decision, finding that the Agreement contemplated RBC's involvement in the transaction process and that the Success Fee was meant to reward RBC for its success in completing a transaction through its financial advisory services.

RBC Dominion Securities Inc. and Royal Bank of Canada Europe Limited (collectively "RBC") sued Crew Gold Corporation ("Crew") for a success fee under a financial advisory agreement.

RBC argued that the fee was payable for third-party share purchases that resulted in a change of control of Crew, even without RBC's direct involvement.

Crew contended that the agreement required its involvement in any transaction triggering the fee and that the fee was contingent on RBC's provision of financial advisory services.

The court interpreted the contract as requiring a causal link between RBC's activities and the completed transaction.

Finding no ambiguity in the contract language, and considering the factual matrix, the court concluded that the third-party open market transactions were not within the contemplation of the parties when the agreement was executed.

RBC's action was dismissed.

The defendant brought a motion to compel answers to numerous questions refused or taken under advisement during the discovery of the plaintiff’s representative.

The action involved a dispute over whether a transaction transferring investment advisors from one dealer to another constituted a share sale or an asset sale, and whether the defendant had resigned or was constructively dismissed.

The court considered the scope of relevance at discovery, the role of surrounding circumstances in contractual interpretation, and the evidentiary burden required to sustain claims of privilege.

Most questions relating to the due diligence process, the structure and purpose of the transaction vehicle, and financial information relevant to alleged constructive dismissal and damages were ordered answered.

Several questions were refused where they were speculative, irrelevant, or too remote from the issues in dispute.

In an aviation insurance dispute arising from an aircraft crash, the defendants sought production of documents from the Transportation Safety Board (TSB) under Rule 30.10 of the Rules of Civil Procedure and provisions of the Canadian Transportation Accident Investigation and Safety Board Act.

The court considered whether statutory privileges over cockpit voice recordings, statements to investigators, and representations made regarding draft TSB reports could be overridden.

Applying the statutory balancing tests, the court ordered production of the cockpit voice recorder recordings and certain factual documents where the public interest in the proper administration of justice outweighed the privilege.

Statements given to investigators for aviation safety purposes were largely protected, and representations regarding the TSB draft report remained absolutely privileged.

The flight data recorder information was ordered produced as it was not covered by statutory privilege.