4 total
No‑action clause did not bar oppression application where trustee lacked authority to bring such claim.
The respondents brought a motion to stay an oppression application commenced by a significant noteholder under a corporate debt indenture.
They argued that a “no action” clause in the indenture barred the proceeding unless procedural preconditions were satisfied, including notice to the trustee and trustee enforcement.
The court held that although no‑action clauses are often interpreted broadly, their scope depends on the wording of the indenture and the trustee’s contractual powers.
Because the trustee’s enforcement authority under the indenture was limited to pursuing payment defaults, it did not extend to bringing oppression proceedings.
The applicant’s oppression claim was therefore not captured by the clause and the motion to stay was dismissed.
Costs of $39,655.92 awarded to successful party on a preliminary motion to quash.
Following the dismissal of the Canadian Public Accountability Board's preliminary motion to quash an application for judicial review, the Certified General Accountants Association of Canada sought its costs.
The court considered the factors under Rule 57.01, noting the complexity and importance of the issues, but found the requested amount of over $70,000 to be excessive for a one-day motion.
Costs were fixed at $35,000 plus disbursements on a partial indemnity scale.
Motion to quash judicial review dismissed as CPAB operates as a public body subject to court supervision.
The respondent, Canadian Public Accountability Board (CPAB), brought a motion to quash an application for judicial review initiated by the applicant, Certified General Accountants Association of Canada (CGA-Canada).
CPAB argued that the Divisional Court lacked jurisdiction because CPAB exercises no statutory powers, that CGA-Canada lacked standing, and that declaratory relief would serve no useful purpose.
The court dismissed the motion to quash, finding that despite lacking statutory powers, CPAB operates as a public body with a public mandate to oversee the auditing of public companies, making it subject to judicial review.
The court also found that CGA-Canada had standing and that declaratory relief could serve a useful purpose.
Self-regulatory panel appointment process did not create a reasonable apprehension of bias.
The appellant challenged a securities disciplinary process on the basis that the appointment of the hearing panel created a reasonable apprehension of bias.
The court held that the tribunal's practice was only one of many factors in assessing whether the necessary degree of independence existed.
In the self-regulatory context, the circumstances were materially different from the authority relied on by the appellant.
The appeal was dismissed with costs.
