Michael Richards

The applicants, Spacebridge Inc. and David Gelerman, sought an order allowing Gelerman to complete his term as a director of Baylin Technologies Inc. and for the release of share certificates held in trust.

Baylin and 2385796 Ontario Inc. brought a cross-application seeking a declaration that Gelerman breached Baylin’s Majority Voting Policy and an order for his resignation.

The court found Baylin’s Majority Voting Policy to be oppressive, unfairly prejudicial, and in unfair disregard of the applicants' reasonable expectations, as it deviated materially from TSX requirements and was designed to remove Gelerman.

The court also found that Baylin was not entitled to set-off the share certificates against indemnity claims, as the shares had already been "paid" by delivery to the trustee.

The application was allowed, setting aside Baylin's policy and ordering the release of shares, and the cross-application was dismissed.

The defendant in a construction dispute brought a motion for security for costs against the plaintiff subcontractor.

The plaintiff opposed the motion, claiming impecuniosity resulting from the defendant's failure to pay for work performed.

The court found that the plaintiff failed to provide robust particularity of its financial situation to establish impecuniosity.

However, recognizing the merit of the plaintiff's claim and the need to balance financial risk against prejudice, the court ordered security for costs on a step-by-step basis, requiring the plaintiff to post $15,000 rather than the $116,571.12 requested by the defendant.