Orestes Pasparakis

A supplier sought specific performance of a master services agreement during proceedings under the Companies’ Creditors Arrangement Act, arguing that deferred implementation fees constituted payment for post‑filing licensed software use and therefore fell within the supplier payment exception in s. 11.01(a).

The court examined the contractual structure separating implementation services from ongoing outsourcing services and held that the implementation fee related to historical system development completed before the CCAA initial order.

Because the services associated with the implementation fee were performed pre‑filing, the claim constituted a pre‑filing debt subject to the stay of proceedings.

The exception in s. 11.01(a) applies narrowly and only to goods or services provided after the initial order.

The motion seeking payment of deferred implementation fees and related amounts was dismissed.

The defendant tobacco companies brought motions for summary judgment to dismiss the plaintiffs' proposed class actions as statute-barred.

The plaintiffs alleged the defendants breached their contracts by participating in smuggling duty-free tobacco back into Canada, avoiding higher domestic prices.

The defendants argued the plaintiffs knew or ought to have known of the alleged smuggling long before commencing the actions in 2009 and 2010.

The court dismissed the motions, finding a genuine issue requiring a trial regarding when the plaintiffs discovered the constituent elements of their claims, particularly given the defendants' consistent denials of involvement in smuggling.

A dissident unitholder sought declarations allowing it to nominate trustees at a real estate investment trust’s annual meeting despite the trust’s advance notice policy.

The dispute turned on the interpretation of a proviso stating that adjournment or postponement of a meeting would not commence a new nomination period.

The court held that the nomination window is triggered by the actual date of the meeting, not the originally scheduled date, and that the proviso merely prevents previously valid nominations from becoming stale after postponement.

Interpreting the declaration of trust according to contractual principles and favouring unitholder electoral rights where ambiguity exists, the court concluded that the applicant’s nomination notice was timely.

The applicant was therefore entitled to nominate trustees at the meeting.

The Applicants, operating a network of alternative financial services branches across Canada, sought initial protection under the Companies' Creditors Arrangement Act (CCAA) due to a severe liquidity crisis and regulatory challenges.

The court found the Applicants to be insolvent and granted a stay of proceedings to provide breathing space for restructuring.

The court confirmed its jurisdiction to hear the matter in Ontario, as the Applicants' chief place of business is located there.

However, the court deferred the request for a DIP financing charge to allow other stakeholders time to respond.

The applicant shareholder brought an application under s. 247 of the Canada Business Corporations Act seeking an order that the respondent corporation comply with and refrain from breaching s. 150 regarding proxy solicitation.

The dispute arose from a corporate press release issued during a proxy contest, which the applicant alleged constituted an unlawful solicitation of proxies prior to delivery of a management proxy circular.

The court considered whether the communication was “calculated to result in the procurement or withholding of a proxy” within the meaning of the Act.

Interpreting solicitation broadly but contextually, the court found the press release primarily responded to criticisms and explained corporate actions rather than encouraging shareholders to submit proxies.

The press release therefore did not constitute a solicitation and no breach of s. 150 occurred.

The appellant, Imperial Tobacco Canada Limited, appealed an order declaring that a claim brought by the Ontario Flue-Cured Tobacco Growers' Marketing Board in a proposed class action was not a 'Released Claim' under a 2008 Comprehensive Agreement.

The 2008 Agreement settled claims between tobacco companies and government entities regarding tobacco smuggling.

The Court of Appeal held that while the claims might fall within the definition of 'Released Claims', the Board was acting as an agent for tobacco producers to enforce contracts, not as an agent for the Crown.

Therefore, the Board was not a 'Releasing Entity' under the agreement, and the claims were not released.

The appeal was dismissed.

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 appellant and respondent were both defrauded in an investment scheme.

A receiver was appointed and identified three methods for allocating the remaining funds.

The motion judge ordered that distributions be made pursuant to the fund unit allocation method, which is a form of the lowest intermediate balance rule (LIBR).

The appellant appealed, arguing that the motion judge erred in finding that LIBR is the general rule and in equating the receiver's calculations with proper LIBR tracing.

The Court of Appeal dismissed the appeal, confirming that LIBR is the preferred allocation method for comingled funds where practically possible, and finding no palpable and overriding error in the motion judge's factual conclusions regarding the receiver's calculations.

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.

The appellant appealed a motion judge's decision to stay its application in favour of arbitration.

The dispute arose from a comprehensive settlement agreement regarding tobacco smuggling, which contained an arbitration clause.

The appellant sought declarations regarding whether a class action brought by a tobacco board constituted a released claim under the agreement, affecting the respondent's right to escrow settlement payments.

The Court of Appeal allowed the appeal in part, holding that while the arbitrator had jurisdiction to determine issues under section 7 of the agreement, the court must determine issues under section 15 because the tobacco board was not a party to the arbitration agreement and its rights were directly implicated.

The Legislative Assembly of Ontario sought leave to appeal an Ontario Municipal Board decision approving a residential development that would allegedly interfere with the public's view of the Legislative Building.

The Divisional Court applied the three-part test for leave to appeal and found that while the proposed appeal raised a question of law, there was no reason to doubt the correctness of the OMB's decision regarding the interpretation of the Official Plan and Secondary Plan.

The application for leave to appeal was dismissed with costs.

The appellant, an unsuccessful prospective purchaser of the debtor's assets, sought to appeal an order appointing an interim receiver and approving the sale of the debtor's assets to another party.

The Court of Appeal quashed the appeal, holding that the appellant lacked standing.

The court reaffirmed that an unsuccessful bidder does not have a legal or proprietary right in the property being sold and therefore does not have a direct interest sufficient to challenge a sale approval order.

Following an appeal, the Court of Appeal for Ontario issued a costs endorsement fixing costs in favour of the successful respondent in the amount of $11,000, inclusive of disbursements and GST.

The parties entered into a separation agreement in 1994.

The respondent's income increased dramatically starting in 1996, but he did not disclose this to the appellant.

The appellant sought retroactive child support.

The trial judge dismissed the claim, finding no implicit duty to disclose in the agreement and no blameworthy conduct.

On appeal, the Court of Appeal held that while the trial judge erred under the new D.B.S. framework in finding no blameworthy conduct, her holistic consideration of all factors—including the children's needs being met, the appellant's delay, and the potential hardship to the respondent—justified denying the retroactive award.

The appeal was dismissed.

The appellant, Jazz Air LP, appealed a costs award of $160,000 on a substantial indemnity basis following the dismissal of its motion for an interlocutory injunction against the respondents.

The appellant argued the amount was excessive for a one-day motion and that substantial indemnity was unwarranted.

The Divisional Court dismissed the appeal, finding that the motion judge did not err in principle given the unsubstantiated allegations of conspiracy, the tactical timing of the motion, and the reasonable expectation that the respondents would spare no expense to defend against an injunction that would have catastrophic consequences for their business.

The plaintiff sought leave to appeal a costs order of $160,000 on a substantial indemnity scale following the dismissal of its injunction motion.

The Divisional Court granted leave to appeal, finding good reason to doubt the correctness of the motions judge's decision to award substantial indemnity costs without clear findings of reprehensible conduct, and questioning the overall reasonableness of the quantum awarded for 500 hours of preparation over four days.

The company TCT became insolvent and an interim receiver, KPMG, was appointed.

The order appointing KPMG stated it could not be considered a successor employer and prohibited proceedings against it without leave.

KPMG terminated unionized employees and sold assets to a new company, which hired some employees without union representation.

The union sought leave under s. 215 of the Bankruptcy and Insolvency Act to bring a successor employer application before the Ontario Labour Relations Board.

The Supreme Court held that the bankruptcy court lacks jurisdiction to determine successor employer status, which belongs exclusively to the labour board.

The Court also held that the traditional Mancini test applies to s. 215 leave applications, requiring only a prima facie case, and granted the union leave to proceed.

The parties were unable to agree on the form of the Order to implement the court's reasons for decision dated April 2, 2004.

The court resolved two issues of clarification regarding the interim receiver's protection from personal liability and the referral of the s. 215 BIA decision back to the bankruptcy judge.

The main issue in dispute was the status of paragraph 15 of the original ex parte order concerning the interim receiver's immunity and potential liability as a successor employer.

The court attached the form of order to be signed by the Registrar without providing further reasons.