Muzhgan Wahaj

The applicants, holding approximately nine percent of the units of First Capital Real Estate Investment Trust, requisitioned a special meeting to replace four trustees.

The board scheduled the meeting for May 16, 2023, five months after the requisition.

The applicants sought an order compelling the meeting to be held earlier.

The court found that the board's decision to delay the meeting was not deserving of deference, as the justifications provided—cost savings, allowing a business plan to unfold, and providing more time for unitholder consideration—were not compelling and prejudiced the requisitioning unitholders.

The application was granted, and the trust was ordered to hold the meeting as soon as practicable after March 1, 2023.

This application concerned the interpretation of a dispute resolution clause in a Share Purchase Agreement (SPA) regarding the calculation of a post-closing working capital adjustment.

The core issue was whether the purchaser, Rester Ontario Investments Inc., was permitted to provide narrative written submissions to an independent accountant in response to the vendor's, Elad Canada Operations Inc., dispute notice.

The court determined that the interpretation of the SPA was a matter for the court, not the independent accountant.

It ruled that narrative submissions were permissible, provided they did not alter the original calculations, and set page limits for both Rester's submissions and Elad's reply.

The proposed intervener, a shareholder of the respondent corporation and leader of an investor group, brought a motion for leave to intervene as an added party in an application concerning the extension of an outside date for a recapitalization transaction.

The court dismissed the motion, finding that the proposed intervener's financial interest in the outcome did not constitute a direct interest in the subject matter of the private commercial dispute.

Furthermore, the court held that the proposed intervener's intended evidence regarding foreign regulatory law would not make a useful contribution to the resolution of the proceeding.