Miranda Spence

The applicant, 1843208 Ontario Inc., sought to fix the fair value of shares of dissenting shareholders of Baffinland Iron Mines Corporation at $1.50 per share following a plan of arrangement.

The Dissent Group argued for a fair value of $8.91 per share.

The court found that the market price of $1.50, established through a contested takeover bid process, was the best objective evidence of fair value, rejecting the Dissent Group's higher valuation which relied on a discounted cash flow analysis based on unproven mineral resources and overly optimistic projections.

The court also awarded interest to the Dissent Group for the entire period, including a significant delay caused by a stay of proceedings related to a class action.

The Bank of Montreal (Applicant) sought approval of the Receiver's (KSV) conduct, fees, and discharge, along with an order for costs against the Respondents (Can United Consulting Corporation, Facilitate Settlement, and other related debtor corporations) and personally against Mr. Kai Wu, the directing mind of the debtor corporations.

The Debtors had borrowed $2.1 million under a federal pandemic assistance program (HASCAP) and failed to repay.

The Business Development Bank of Canada (BDC) repaid the principal to BMO and stepped into BMO's shoes for enforcement.

The Debtors and Mr. Wu showed limited cooperation with the Receiver, failed to provide financial records, and transferred significant funds for personal use.

The court approved the Receiver's conduct, fees, and discharge.

Crucially, the court found Mr. Wu's conduct amounted to an abuse of process due to his persistent failure to comply with court orders and cooperate with the Receiver, despite repeated adjournments and undertakings.

Consequently, the court awarded $50,000 in costs against the Respondents and personally against Mr. Wu.

The plaintiff brought a motion seeking three orders: production from non-party Meta Platforms, Inc. under Rule 30.10, transfer of the action to Ottawa, and validation of service on defendants Roger Beit and Kris Singh.

The court dismissed the production motion as premature, noting that pleadings had not closed and discovery had not occurred.

The motion to transfer was dismissed because it was brought in the wrong jurisdiction (Toronto instead of Ottawa, as per practice direction).

The motion to validate service was granted for Roger Beit (unopposed) but dismissed for Kris Singh due to non-compliance with Rule 17.04(1) regarding service outside Ontario.

The plaintiff was ordered to pay Meta nominal costs.

The SMA 2 Unitholders sought a declaration that substantive consolidation does not apply to Bridging SMA 2 LP and approval for a second interim distribution.

The Receiver and Unitholder Representative Counsel opposed, arguing the motion was premature as various distribution issues, including the full economic impact of consolidation, remained unresolved.

The court dismissed the motion, deferring to the Receiver's position that a determination on substantive consolidation and further distributions was premature given the incomplete factual record and outstanding distribution issues.

The plaintiff, Ameresco Canada Inc., moved for default judgment against the defendant, Bernard Christopher, who was noted in default for failing to file a defence.

The defendant had defrauded the plaintiff of $911,528.44 through cyber fraud, by intercepting email communications and directing the plaintiff to wire payments to his personal account.

The plaintiff recovered $764,613.45.

The court granted default judgment, including pre-judgment and post-judgment interest.

The court awarded $90,000 in punitive damages, emphasizing the severity of cyber fraud and the need for disincentive.

Costs were fixed at $6,000, including disbursements and HST, noting that costs for prior procedural orders were not awarded.

The defendants, Facebook, Inc., Facebook Canada, Ltd., and Meta Platforms, Inc., brought a motion to strike the plaintiff's 336-paragraph, 46-page Statement of Claim.

The defendants argued the claim was frivolous, vexatious, an abuse of process, and disclosed no reasonable cause of action, citing the plaintiff's history of similar lawsuits against tech companies.

The plaintiff, self-represented, denied a "litigation scheme" and argued his claims were valid.

The court, applying Rules 21.01 and 25.11, found the Statement of Claim to be overly broad, unspecific, and failing to plead material facts for various claims (e.g., facial recognition, data mining, discrimination, security breaches, private messages, data selling, scams, location data, copyright, gambling, privacy, illicit databases, trespass, conversion, competition law, consumer protection, unjust enrichment, fraudulent concealment).

The court struck the entire Statement of Claim but granted the plaintiff leave to deliver a Fresh as Amended Statement of Claim, emphasizing the need for conciseness and material facts.

The court declined to admit evidence of other claims to prove an abuse of process, stating it would turn the motion into an evidentiary disposition.

The Plaintiff, Satori Interréseautage Inc., brought a motion under Rule 44.01 of the Rules of Civil Procedure for the interim recovery of personal property.

The case involved funds misappropriated through a cyber hacking scheme, where the Plaintiff's payment, intended for a vendor, was fraudulently redirected to a CIBC account controlled by 14140214 Canada Inc. and Hamed Choubry-Ousseni.

Despite a Mareva injunction already being in place, CIBC required a specific court order to return the remaining funds.

The court found that the criteria under Rule 44.01 were satisfied, as the property was identifiable, the Plaintiff was lawfully entitled to it, and it had been unlawfully taken.

The motion was granted, ordering the return of funds and an accounting from the respondents, along with costs.

The applicants, comprising a wholesale fuel supplier servicing First Nations communities, sought initial protection under the CCAA due to a looming liquidity crisis precipitated by alleged executive misconduct and missing financial records.

The court granted the initial order, including a stay of proceedings extending to regulatory authorities to prevent the revocation of essential fuel licenses.

The court also appointed KPMG as Monitor with enhanced investigatory powers, approved administration and D&O charges, authorized payment of critical pre-filing expenses, and granted a sealing order over a confidential affidavit to respect comity with a foreign court order.

The plaintiff obtained an ex parte order against Facebook, Inc. that validated service and granted Norwich, take-down, and refraining relief regarding allegedly defamatory posts.

Facebook moved to set aside the order under Rule 37.14, arguing it was not properly served and the plaintiff failed to make full and frank disclosure.

The court agreed, finding that service via Facebook's 'Report Post Portal' was invalid and the plaintiff failed to provide sufficient evidence to establish a bona fide claim for defamation, copyright infringement, or cyberbullying.

The ex parte order was set aside, and the plaintiff's cross-motions for contempt and to examine Facebook's counsel were dismissed.

The defendant brought a motion to remove the plaintiff's law firm as lawyers of record, arguing he was a former and current near-client of the firm and had provided confidential information.

The court found the defendant was a current near-client due to his close association with the firm's existing corporate clients.

The court also found the firm failed to rebut the presumption that it received relevant confidential information and failed to implement a timely ethical screen.

The motion was granted and the law firm was disqualified.

Voyager Digital Ltd. applied under Part IV of the CCAA for an Initial Recognition Order of its Chapter 11 proceedings in the United States.

The central issue was whether the US proceeding should be recognized as a 'foreign main proceeding' or a 'foreign non-main proceeding', which depended on determining the company's Centre of Main Interests (COMI).

Despite being incorporated in British Columbia and listed on the TSX, the court found that the company's COMI was in the US, where its operations, management, and principal assets were located.

The court recognized the US proceeding as a foreign main proceeding and granted the requested stay.

The Receiver brought an unopposed motion for a Claims and Unitholdings Identification Order and for approval of its activities as described in its 12th Report.

The court found the proposed order practical and reasonable to assist the Receiver with the distribution process.

The motion was granted and the Receiver's activities were approved.

The Receiver brought a motion for an order approving an interim cash distribution of $78 million to the two institutional unitholders in Bridging SMA 2 LP.

The court found it appropriate to make an interim distribution but reduced the amount to $46 million to account for the potential impact of substantively consolidating the various Bridging Funds, an issue that had yet to be determined.

This motion concerned an application by two members of a co-operative housing enterprise, Saffia Abdul-Haqq and Masbal Abokar, for an advance payment of $46,000 in legal fees from the co-op's funds.

The purpose of these funds was to oppose a pending motion by the City of Toronto to extend the appointment of an interim receiver over the co-op's business and affairs.

The court dismissed the motion, finding that the applicants failed to satisfy the "highly exceptional" test for advance interim costs, specifically failing to establish a prima facie meritorious case or special circumstances, despite their impecuniosity.

The court found no conflict between the Housing Services Act and the Co-operative Corporations Act regarding receivership, nor any infringement of Charter rights.

The co-op's funds were deemed necessary for essential repairs and financial rehabilitation, not for funding the applicants' opposition.

Following the approval of an amended restructuring proposal under the Bankruptcy and Insolvency Act, two limited partner applicant groups sought costs for their participation in the proceedings.

The court declined to award costs, noting the Commercial List practice of generally not awarding costs in restructuring matters.

The court emphasized that restructuring is not a classic adversarial proceeding and that stakeholders should not be discouraged from participating by the threat of costs.

No order as to costs was made for the bankruptcy proceeding, though the court left open the possibility of addressing costs in the related civil proceedings if funds flow back to the partnership.

The debtors, YG Limited Partnership and YSL Residences Inc., sought court approval for version 2 of Amended Proposal #3 under the Bankruptcy and Insolvency Act, following the court's previous rejection of an earlier proposal.

The amended proposal addressed the court's prior concerns by treating related party claims as equity, ensuring construction lien claims did not dilute unsecured creditors' recoveries, and providing that any surplus funds would be returned to the limited partnership.

The court found the amended proposal to be reasonable, calculated to benefit the general body of creditors, and advanced in good faith, and therefore granted the order approving the proposal.

The debtors, YG Limited Partnership and YSL Residences Inc., sought court approval of a bankruptcy proposal under the Bankruptcy and Insolvency Act.

Two groups of limited partners opposed the proposal, arguing it was not reasonable, was advanced in bad faith, and improperly treated related-party advances as debt rather than equity.

The court refused to approve the proposal, finding that the related-party claims were equity claims, the proposal sponsor had improperly induced unaffected lien claimants to vote as affected creditors, and the general partner had breached its fiduciary duties by advancing a proposal designed to benefit related parties at the expense of the limited partners.

Loan Away Inc. appealed a motion judge's order that stayed its application against Facebook, Inc. The original application sought injunctive relief and damages after Facebook suspended Loan Away's advertising.

The stay was granted based on a forum selection clause in Facebook's Terms of Service, which mandated disputes be resolved in California under California law.

Loan Away also challenged the motion judge's refusal to adjourn the stay motion.

The Court of Appeal dismissed the appeal, affirming that the motion judge properly exercised discretion in denying the adjournment and correctly applied the two-step test for enforcing forum selection clauses in a commercial context, finding Loan Away failed to demonstrate "strong cause" to override the clause.

The moving parties (debtors) sought leave to appeal under s. 193(e) of the Bankruptcy and Insolvency Act from an order approving a court-appointed receiver's proposed sale process and list prices for five commercial properties.

The debtors argued the motion judge failed to apply the correct legal test (the Soundair test) and was unduly deferential to the receiver's business judgment.

The Court of Appeal dismissed the motion for leave, finding that the motion judge had implicitly applied the Soundair test, the proposed appeal lacked prima facie merit, did not raise an issue of general importance, and would unduly hinder the progress of the receivership proceedings.

This appeal addressed a dispute arising from an asset purchase agreement concerning a director's resignation under a majority voting policy and a claim for contractual set-off.

The Court of Appeal found that the application judge erred in concluding that Baylin's majority voting policy did not comply with TSX requirements and in finding oppression against the respondent director.

The court also found error in the denial of contractual set-off for indemnity claims against unreleased shares.

The appeal was allowed, upholding the majority voting policy, requiring the director's resignation, and permitting the set-off of shares.