DATE: 20030929

DOCKET: C39401

COURT OF APPEAL FOR ONTARIO

IN THE MATTER OF THE COMPANIES’ CREDITORS ARRANGEMENT ACT, R.S.C. 1985, C. c-36

AND IN THE MATTER OF A PLAN OF COMPROMISE OR ARRANGEMENT OF THE CANADIAN RED CROSS SOCIETY/ LA SOCIÉTÉ CANADIENNE DE LA CROIX-ROUGE

THE CANADIAN RED CROSS SOCIETY/LA SOCIÉTÉ CANADIENNE DE LA CROIX-ROUGE

BEFORE: ABELLA, MOLDAVER and SHARPE JJ.A.

COUNSEL: Dawna J. Ring, Q.C. for the appellants G.M. and M.D.

Kenneth Arenson for the respondents, the Dawson, Jones, Shah/Singh and Vos families

Harvey T. Strosberg, Q.C. for the respondents J.A.M. and D.L.M.

Danielle Joel for the respondents, the Yang and Kerekes families

Risa M. Kirshblum for the respondent Trustee under the Plan

HEARD: September 23, 2003

RELEASED ORALLY: September 23, 2003

On appeal from the order of Justice Robert A. Blair of the Superior Court of Justice, sitting without a jury, dated October 23, 2002.

E N D O R S E M E N T

[1] Blair J. gave careful consideration to the Plan as a whole and to how the specific provisions at issue on this appeal fit into the overall scheme of the Plan. He recognized and applied the correct principles of law governing the interpretation of Companies’ Creditors Arrangement Act plans. His interpretation of Arts. 5 and 8.09 was entirely reasonable. Moreover, we are persuaded by the policy considerations he relied on, specifically, his observation that a single, uniform standard for all claimants would foster a fair, equitable and efficient administration of the Plan.

[2] The negotiating process that led to this Plan was complex and lengthy. It was, significantly, a process that Blair J. monitored. His familiarity with the Plan, coupled with his cogent analysis, is entitled to deference from this court. (See Molson Canada v. O-I Canada Corp., [2003] O.J. No. 2328, at para. 15.)

[3] There is no evidentiary basis for the claim for rectification advanced for the first time on appeal.

[4] The appeal is therefore dismissed with costs from the Fund on a substantial indemnity basis to the respondents represented by Mr. Strosberg and Ms. Joel, and on a partial indemnity basis to the appellants and to the respondents represented by Mr. Arenson, both to be fixed by the Referee.

“R.S. Abella J.A.”

“M. Moldaver J.A.”

“Robert J. Sharpe J.A.”