Orestes Pasparakis

A shareholder holding more than 5% of a corporation’s voting shares requisitioned a special meeting under the Canada Business Corporations Act seeking to replace the entire board of directors.

The board scheduled the requisitioned meeting to occur together with the corporation’s annual general meeting approximately 155 days after the requisition was delivered.

The applicant sought a court order under s. 144 of the CBCA requiring the meeting to occur sooner, arguing the delay was unreasonable and intended to frustrate shareholder rights.

The court held that the timing of the meeting fell within the board’s reasonable business judgment, noting legitimate concerns about costs, management resources, shareholder participation, and the desirability of combining the special meeting with the AGM.

Finding no improper purpose and no demonstrated prejudice to the shareholder, the court declined to interfere with the board’s decision.

The applicant sought a declaration that a proposed class action brought by a tobacco growers’ marketing board against a tobacco manufacturer was not barred as a released claim under a comprehensive settlement agreement resolving governmental claims relating to tobacco smuggling and unpaid taxes.

The respondents argued that the class action fell within the broad release provisions and that the marketing board was effectively a Crown entity bound by the agreement.

The court applied principles of contractual interpretation governing releases, including contextual interpretation and the rule that general release language is limited to matters within the parties’ contemplation at the time of execution.

It concluded that the settlement agreement addressed governmental tax‑related claims arising from smuggling and did not extend to private claims by growers for price differentials.

The class proceeding was therefore not a released claim by a releasing entity.

A receiver was appointed over a fraudulent investment scheme where the deposits of 24 investors were commingled.

The receiver sought directions on how to distribute the remaining funds, which had a significant shortfall.

One group of investors argued for a pro rata distribution based on original contributions, while another argued for the Lowest Intermediate Balance Rule (LIBR).

The court held that LIBR is the general rule for resolving competing claims to commingled funds unless it is unworkable.

Finding that the receiver could practically calculate the LIBR distributions, the court ordered the funds to be distributed according to LIBR.

The defendant brought a motion under the Rules of Civil Procedure seeking an order requiring the plaintiff to answer certain undertakings and refused questions arising from examinations for discovery.

The court applied the relevance test under Rule 31.06(1) and reviewed multiple refused questions to determine whether they related to matters in issue, particularly the ownership of coins held in a safety deposit box.

Most questions were found to be irrelevant or speculative and did not need to be answered, though one question relating to an alleged event in Israel was ordered answered.

The court also addressed alleged improper interruptions by plaintiff’s counsel during discovery and directed counsel to conduct future examinations consistently with established principles governing discovery conduct.

Costs of $1,000 were awarded to the defendant.