Nathaniel Read-Ellis

This decision concerns a corporate dispute between Nelson Penelas and Trevor Cruise regarding control and management of Stanmech Technologies Inc. and Provix Inc. The court addresses whether Cruise’s employment contract with Stanmech, executed while Penelas was improperly ousted, should be set aside, and whether related payments and legal fees should be repaid.

The court finds that Cruise’s conduct was self-dealing and oppressive, sets aside the employment contract, and orders repayment of funds.

The court declines to grant declaratory relief or to vary certain orders, and addresses requests to amend pleadings regarding a shotgun buy/sell process for Provix and Stanmech.

The defendant, Fancamp Exploration Ltd., brought a motion for leave to amend its statement of defence in a contract dispute with Fouad Kamaleddine and FFK Consulting Services Inc. The motion was opposed by the plaintiffs due to its lateness, being brought two weeks before the pretrial and eleven weeks before trial.

The court reviewed the proposed amendments and found that, except for a new unconscionability defence introduced at the last minute, the amendments would not cause non-compensable prejudice to the plaintiffs.

The court granted leave to amend except for the last sentence of new paragraph 39, which introduced the unconscionability defence.

No costs were awarded due to the defendant's delay and partial success.

The applicants brought an application to appoint an independent firm of chartered accountants to resolve disputes over an earn-out calculation under a share purchase agreement.

The respondent opposed, arguing the disputes involved questions of contractual interpretation that must be decided by the courts, and brought a cross-application for a declaration to that effect.

The court interpreted the dispute resolution clause and concluded that the parties intended for any unresolved matters in dispute, including those requiring contractual interpretation, to be referred to the independent firm acting as an expert.

The applicants' application was granted and the respondent's cross-application was dismissed.

The plaintiff, John Kozak, brought an interim preservation of property motion seeking to restrain the defendant, Rebecca Russo, from dissipating shares of SolarBank Corporation and related proceeds, which Kozak claimed were held in trust for him.

Russo, self-represented and studying abroad, did not appear but had requested an adjournment.

The court validated service and denied the adjournment due to a clear risk of asset dissipation.

Applying Rules 45.01 and 45.02, the court found a serious issue to be tried and that the balance of convenience favored granting the order, given the Declaration of Trust, Russo's stated intent to move assets, and her presence in a foreign jurisdiction.

The motion was granted, and costs were awarded to the plaintiff.

The plaintiff provided electrical engineering and consulting services for a cannabis grow operation on tribal lands in California.

The project was shut down by a federal law enforcement raid, and the plaintiff was left with unpaid invoices for its work and materials.

The plaintiff sued the defendant, who had provided the funding for the project, arguing that the site manager who hired the plaintiff was acting as the defendant's agent.

The court found that the defendant and the tribe were in a partnership to operate the project, and that the site manager had actual authority to contract on behalf of the partnership.

The defendant was held liable for the unpaid invoices plus contractual interest.

The plaintiff lender brought a motion for summary judgment seeking over $1.3 million in liquidated damages for the defendants' alleged breach of a commercial mortgage commitment letter.

The defendants failed to close the loan after being unable to acquire one of the properties intended as security.

The court dismissed the motion for summary judgment, finding genuine issues requiring a trial.

Specifically, the court found insufficient evidence to determine whether the plaintiff was actually ready, willing, and able to fund the loan on the closing date, and whether the substantial commitment fees and accelerated interest claimed constituted an unenforceable penalty under section 8 of the Interest Act.

The appellants appealed an approval and vesting order that authorized a receiver to sell a property in receivership.

One of the appellants, a second mortgagee, sought to redeem the first mortgage or be recognized as a successful creditor bidder, arguing an absolute right to redeem under the Mortgages Act.

The Court of Appeal dismissed the appeal, affirming the motions judge's decision that the right to redeem is qualified once a court-approved sales process has been undertaken in a receivership.

The court emphasized balancing the right to redeem against the integrity of the court-supervised sales process, finding no error in the motions judge's conclusion that the sales process was fair and the balance favoured its integrity.

The court-appointed receiver brought a motion for an approval and vesting order (AVO) to sell a real estate development property to a third-party purchaser.

A second mortgagee and joint venture participant brought a cross-motion to redeem the property or, alternatively, for approval of its credit bid.

The court dismissed the cross-motion, finding that allowing a redemption after a court-approved sale process had concluded would undermine the integrity of the process.

The court granted the receiver's motion, holding that the proposed sale satisfied the Soundair principles, as the receiver acted providently, considered all stakeholders' interests, and conducted a fair and commercially efficacious process.

The plaintiff in a price-fixing class action sought approval of a settlement with the sole individual defendant.

The settlement provided no monetary compensation but required the defendant to provide extensive cooperation, including an evidentiary proffer, interviews, document exchange, and trial testimony.

The court approved the settlement under s. 29 of the Class Proceedings Act, finding it fair, reasonable, and in the best interests of the class, as the defendant's inside information offered significant strategic value against the remaining corporate defendants.

The plaintiffs sought summary judgment for liquidated damages on four short-term lending agreements.

The defendants conceded liability for two corporate entities (Atlas LP and Atlas Ltd.).

The remaining issues were whether Peter Grigoras was liable as a guarantor for a loan to Bo Xiang and a promissory note to Rui Xu.

The court granted summary judgment against the corporate entities and found Mr. Grigoras liable as guarantor for the Xiang loan, ruling that an emailed demand for payment was sufficient despite a clause mentioning registered mail.

However, the court dismissed the claim against Mr. Grigoras for the Xu promissory note, finding that the note's mere definition of him as "Guarantor" was insufficient to establish a binding guarantee without essential terms and conditions.

The appellant appealed an order interpreting and enforcing a settlement agreement that arose from an application under the Partition Act.

The Court of Appeal addressed a preliminary jurisdictional issue, noting that appeals under the Partition Act lie to the Divisional Court.

The court found that the order under appeal was indeed made under the Partition Act, despite involving a settlement agreement, as it flowed directly from the partition and sale application.

Consequently, the Court of Appeal lacked jurisdiction and transferred the appeal to the Divisional Court, declining to sit as a panel of the Divisional Court.

The plaintiffs, former boarding students of Grenville Christian College, brought a class action against the school and the estates of its former headmasters for systemic negligence and breach of fiduciary duty.

The court found that the school operated as a 'total institution' and employed abusive, arbitrary, and humiliating disciplinary practices, including excessive corporal punishment and public shaming, which fell below the standard of care for educational institutions in Ontario.

The court concluded that the defendants breached their duty of care and fiduciary obligations to the students, and that their conduct merited an award of punitive damages.

The plaintiffs, investors in mutual funds managed by Crystal Wealth, lost their life savings due to fraud by the fund's management.

They sought to certify a class action in negligence against BDO Canada LLP, the fund's auditor, alleging that BDO's failure to conduct proper audits delayed the discovery of the fraud.

The court dismissed the certification motion, finding it plain and obvious that the plaintiffs' pleading did not disclose a legally viable cause of action.

Applying established jurisprudence, the court held that BDO did not owe a proximate duty of care to the individual investors for their pure economic losses.

The applicants sought a declaratory order requiring the respondent insurer to defend an action they brought against an insured financial planner.

The insurer had denied coverage because the insured did not purchase the optional mutual fund coverage under his professional liability policy.

The court dismissed the application, holding that the applicants, as non-parties to the insurance contract, lacked standing to enforce the insurer's duty to defend.

Furthermore, the court rejected the applicants' interpretation of the policy, finding that coverage for financial planning advice did not extend to products for which coverage was not purchased.

The applicant sought a stay of execution of the Court of Appeal's order pending disposition of its application for leave to appeal to the Supreme Court of Canada.

The Court of Appeal had reinstated an arbitrator's multi-million-dollar damages award against the applicant for breach of a purchasing and management agreement relating to solar energy projects.

The applicant argued that the arbitrator exceeded his jurisdiction by awarding damages for lost profits.

The motion judge dismissed the stay application, finding that while the applicant met the threshold for a serious issue to be tried, the balance of convenience strongly favoured denial of the stay given the respondent's severe liquidity problems and existential risks if the stay was granted, as opposed to the applicant's substantial financial resources.

The appellant appealed an application judge's decision setting aside an arbitrator's award of $12.3 million in damages for lost profits.

The arbitrator had found that the respondent unlawfully terminated a purchase and management agreement by delivering a "Defunct Project Notice" in bad faith, thereby depriving the appellant of the value of awarded contracts.

The application judge had set aside the award, finding the arbitrator exceeded jurisdiction by awarding damages for lost profits, which were allegedly precluded by the contract's indemnity provisions.

The Court of Appeal allowed the appeal, holding that the arbitrator acted within jurisdiction by interpreting and applying the substantive provisions of the contract, and that section 46(1)3 of the Arbitration Act permits only limited review for jurisdictional error, not review of the merits of the arbitrator's decision.

This case involved an application by Milijana Cvetkovic claiming 100% beneficial ownership of two properties, 192 and 194 Wentworth Avenue, Kitchener, despite Patrick Perrier being registered as a 50% co-owner.

Cvetkovic argued Perrier held his interest in trust for her, asserting a gratuitous transfer.

Perrier contended he was a 50% beneficial owner, having provided consideration by co-signing the mortgage and making payments.

The court dismissed Cvetkovic's application, finding that the transfer was not gratuitous, as both parties jointly borrowed funds, paid the sister's interest, and received the transferred title.

Perrier was granted leave to proceed with the partition and sale of the property.

The plaintiff, an air charter broker, brought an action against the defendant airline for breach of a restrictive covenant in a Charter Transportation Agreement.

The defendant argued the covenant was unenforceable, sought rectification for unilateral mistake, and relied on an exclusion clause and the unenforceability of a liquidated damages clause.

The court found the restrictive covenant valid and enforceable, denied rectification as the defendant simply failed to read the contract, and held the exclusion clause did not apply to breach of contract damages.

While the liquidated damages clause was struck as a penalty, the court awarded the plaintiff $1,064,636.32 in compensatory damages for lost profits.

The plaintiffs, Jonathan Persaud and Fleetfind Technologies Inc., brought a motion for summary judgment seeking unpaid commissions from the defendant, Solar Power Networks Inc. The core dispute involved the interpretation of a "Commission Agreement" regarding the scope and duration of commission payments for solar project leases.

The plaintiffs claimed entitlement to $2,000,000 in commissions for the first 60 MW of sites, regardless of Mr. Persaud's direct involvement or the timing of revenue generation.

The defendant argued the commissions were time-limited and tied to Mr. Persaud's role as Vice President of Sales.

The court rejected both parties' extreme interpretations, finding that commissions were payable on the first 60 MW of sites for which the defendant obtained leases, only if and when those projects generated revenue, up to a maximum of $2,000,000, and that the obligation survived termination of the relationship.

The court found no genuine issue for trial on liability but required further submissions for damages calculation.

This appeal concerns the interpretation and application of section 4 of the Interest Act to complex commercial loan agreements between ClearFlow Energy Finance Corp. and Solar Power Network Inc. The central dispute involves whether a "discount fee" of 0.003% per day and "administration fees" constitute interest within the meaning of the Interest Act, and whether the loan agreements comply with the statutory requirement to express interest as an annual rate or percentage.

The application judge found that the discount fee was interest, that the loan agreements failed to comply with section 4, and that all interest payable should be capped at 5% per annum.

The Court of Appeal allowed the appeal, finding that the discount fee was properly annualized through a formula in the Loan Agreement, that the Loan Agreement complied with section 4, and that the appropriate remedy for non-compliance in the Promissory Notes was to limit only the non-compliant discount fee to 5%, not all interest payable.