Peter Frederick Cowan Howard

The applicants, leading designers and manufacturers of sports equipment, applied for protection under the Companies' Creditors Arrangement Act (CCAA) due to a liquidity crisis.

The court granted the Initial Order, approving DIP financing facilities, payment of pre-filing amounts to critical suppliers, and the continued use of a transfer pricing model.

The court also approved an administrative charge, but limited it to exclude fees for US Chapter 11 proceedings or class action defense, and approved an intercompany charge to protect Canadian creditors.

The appellants appealed decisions of the Ontario Securities Commission finding that they engaged in insider trading after receiving material non-public information from an administrative assistant at an investment bank.

The Commission relied on circumstantial evidence, including the proximity of telephone calls to highly profitable trades.

The Divisional Court dismissed the appeals, holding that the Commission's inferences were reasonable and that the use of compelled examination transcripts was procedurally fair.

The Court also upheld the sanctions, which included trading bans, administrative penalties, and disgorgement orders.

The applicant sought leave to appeal an order dismissing his motion for interim possession of an Irish sport horse.

The parties had a dispute over the ownership of the horse, with the applicant claiming sole ownership and the respondent claiming a one-third interest based on a partnership agreement.

The motions judge had dismissed the interim possession motion due to competing credibility issues that needed to be resolved at trial.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions or reason to doubt the correctness of the motions judge's order.

The appellants brought a motion to stay a trial judgment of $84.75 million and a subsequent appellate order pending their application for leave to appeal to the Supreme Court of Canada.

The court applied the RJR-MacDonald test, finding that the proposed appeal raised serious issues of public importance regarding an auditor's duty of care.

The court found that immediate enforcement of the judgment would cause irreparable harm and that the balance of convenience favoured the appellants, who had offered acceptable security for the judgment through liability insurance and currency hedge contracts.

The motion for a stay was granted.

The liquidator of LWP Capital Inc. brought a motion for declaratory relief regarding a dispute over a working capital adjustment following the sale of its special crops division to the respondent.

The applicant argued the respondent was estopped from disputing the preliminary closing working capital and that the dispute resolution mechanism in the Asset Purchase Agreement was not properly engaged.

The court dismissed the motion, finding no estoppel and holding that the dispute over the net realizable value of the inventory properly triggered the expert determination process under the agreement.

Livent Inc., through its special receiver, sued its former auditor, Deloitte & Touche, for negligence and breach of contract in failing to detect a massive fraud perpetrated by Livent's senior management.

The trial judge found Deloitte negligent in its conduct of the 1997 audit and awarded Livent $118 million in damages.

Deloitte appealed, arguing that the ex turpi causa and corporate identification doctrines barred the claim, and that its negligence did not cause the losses.

Livent cross-appealed the trial judge's refusal to award damages for the 1996 audit and the 25% reduction for contingencies.

The Court of Appeal dismissed both the appeal and cross-appeal, holding that the ex turpi causa doctrine could not shield an auditor from liability for failing to detect the very fraud it was engaged to uncover, and that Deloitte's negligence was the proximate cause of Livent's increased liabilities.

The applicants, trustees of Central GoldTrust and Silver Bullion Trust, brought an application to the Ontario Securities Commission regarding unsolicited take-over bids by Sprott.

The applicants argued the bids violated the identical consideration requirement of the Securities Act and were contrary to the public interest due to misleading statements, confusing structure, and a variation amending powers of attorney.

The Commission found it had jurisdiction to hear the application but concluded the bids did not violate the identical consideration requirement.

However, the Commission found the disclosure regarding the variation to the powers of attorney was inadequate and ordered Sprott to issue a notice of change in information providing clear disclosure to unitholders before proceeding with the bids.

The appellant appealed a Stewards' ruling regarding an incident during a horse race.

The Ontario Racing Commission panel reviewed video evidence of the stretch run and found that the 7 horse interfered with the 8 horse by pushing it closer to the rail.

The panel concluded that interference occurred and denied the appeal.

Following a merits decision finding multiple respondents liable for insider trading, tipping, and misleading Staff, the Ontario Securities Commission held a hearing to determine appropriate sanctions and costs.

The Commission ordered permanent market prohibitions against the tipper and the most egregious trader, along with substantial administrative penalties and costs.

Other respondents received 15-year market prohibitions with limited carve-outs, administrative penalties, and disgorgement orders.

The Commission emphasized the importance of general and specific deterrence, particularly given the respondents' roles as registrants and their efforts to conceal their misconduct.

The Ontario Securities Commission held a hearing to consider whether to impose sanctions on Conrad Black and John Boultbee under the inter-jurisdictional enforcement provisions of the Securities Act, based on their criminal convictions for mail fraud and obstruction of justice in the United States, and Black's settlement with the SEC.

The Commission found that the US convictions arose from conduct related to securities and that the US proceedings met Canadian standards of fairness.

Concluding that sanctions were necessary for specific and general deterrence to protect Ontario's capital markets, the Commission ordered permanent bans prohibiting Black and Boultbee from acting as directors or officers of any issuer, registrant, or investment fund manager.

Staff's request for costs was denied.

The appellant appealed a decision of the Stewards disallowing a claim of foul in a horse race.

The appellant argued that the winning horse interfered with his horse and that the winning jockey committed an urging violation.

The Ontario Racing Commission dismissed the appeal, finding that while interference occurred, it did not alter the order of finish, and the urging violation did not warrant a penalty or placing of the winning horse.

The appellant appealed a decision of the Stewards disallowing a claim of foul in the Northern Dancer Stakes horse race.

The appellant sought to have the winning horse disqualified for interference and placed behind the appellant's horse.

The Ontario Racing Commission dismissed the appeal, finding that while interference did occur, it did not alter the finish of the race or improve the placing of the offending horse.

The Ontario Securities Commission heard several procedural motions in a section 127(10) proceeding against the respondents.

The panel dismissed a respondent's motion to sever his case, finding substantial commonality in the allegations and no undue prejudice.

The panel also dismissed requests to vary the severance order and to adjourn the hearing pending an appeal.

Staff's motion for directions on the scope of admissible evidence was dismissed, with the panel declining to review witness statements a priori but cautioning against re-litigating matters decided in U.S. proceedings.

A motion to call a specific witness was also dismissed.

The appellant, a horse trainer, appealed a ruling that denied him a stay of his suspension following a positive test for a trace amount of cocaine in a horse.

The Ontario Racing Commission panel applied the Czupa test for granting a stay.

Considering the appellant's long history in the industry with a clean record, the balance of convenience, and fairness, the panel allowed the appeal and granted the stay, ordering that the hearing of the main appeal be expedited.

The plaintiff sought certification of a class proceeding on behalf of operators of Sears Hometown Stores who entered into standard Dealer Agreements with the defendants.

The claim alleged that the contractual arrangements constituted franchise relationships under the Arthur Wishart Act (Franchise Disclosure), 2000, triggering statutory disclosure obligations and a duty of fair dealing, and alternatively alleged breach of contract, breach of the duty of good faith, and unjust enrichment arising from the defendants’ compensation structures, advertising practices, and direct sales into dealers’ market areas.

The court applied the certification criteria under s. 5(1) of the Class Proceedings Act, 1992 and found that the pleadings disclosed viable causes of action, the proposed class was identifiable, and the claims raised common issues concerning the defendants’ standardized contractual practices and compensation structure.

The court further held that a class proceeding was the preferable procedure and that the proposed representative plaintiff was adequate despite not currently operating a store and lacking resources to satisfy potential costs awards.

The action was certified as a class proceeding with revised common issues.

Following judgment awarding damages for auditor negligence, the court determined the appropriate prejudgment interest rate and start date under the Courts of Justice Act.

The court rejected the plaintiff’s proposed interpretation of the Ministry interest rate tables and held that the statutory quarterly rate corresponding to the commencement of the action applied.

The court also declined to average interest rates over the period absent compelling justification, emphasizing that deviations from the statutory scheme require substantial evidence.

Applying ss. 128 and 130 of the Act, the court structured the accrual of prejudgment interest to reflect when losses were actually incurred rather than the breach date alone.

Interest was calculated in stages culminating in a total prejudgment interest award exceeding $33 million.

Conrad M. Black brought a motion to stay an Ontario Securities Commission proceeding seeking a reciprocal order under s. 127(10) of the Securities Act based on his U.S. fraud convictions.

Black argued the proceeding was an abuse of process and proposed that his interim undertaking remain in effect instead.

The Commission dismissed the stay motion, finding that a reciprocal order proceeding is an appropriate exercise of its statutory mandate to protect Ontario's capital markets and does not constitute an abuse of process.

The Commission also provided directions limiting the scope of evidence at the upcoming hearing to matters relevant to crafting a protective order, explicitly prohibiting the re-litigation of the U.S. proceedings.

The appellants appealed a trial judgment dismissing their claims for oppression and civil conspiracy against the respondents.

The appellants alleged the respondents unlawfully provided their share ownership information to a third party, leading to an injunction that froze their shares.

The Court of Appeal upheld the trial judge's findings that the respondents' conduct was not oppressive, there was no intent to injure to support a conspiracy claim, and the appellants suffered no damages because they had consented to the injunction.

The appeal was dismissed with costs.

Livent Inc., through its Special Receiver, sued its former auditors, Deloitte & Touche, for negligence and breach of contract in failing to detect massive corporate fraud perpetrated by Livent's directing minds, Garth Drabinsky and Myron Gottlieb.

The court found that Deloitte failed to conduct its 1996 and 1997 audits in accordance with generally accepted auditing standards (GAAS), particularly regarding preproduction costs and complex revenue transactions.

The court rejected Deloitte's defences based on the corporate identification doctrine and ex turpi causa, holding that the fraud of the directing minds could not be attributed to the company to shield the negligent auditors.

Damages were assessed at $84,750,000, representing the increase in Livent's liquidation deficit caused by the delayed discovery of the fraud, discounted by 25% for business contingencies.

Enforcement Staff of the Ontario Securities Commission brought a motion to admit into evidence selected excerpts from transcripts of compelled examinations of the respondents conducted pursuant to section 13 of the Securities Act.

The respondents opposed the motion, arguing that the admission of compelled testimony violated the Securities Act, the Evidence Act, the Charter, and principles of procedural fairness.

One respondent also brought a cross-motion seeking a confidentiality order for the motion materials.

The Commission held that compelled testimony is admissible in regulatory proceedings and is not precluded by the Charter or the Evidence Act.

However, to ensure fairness and obtain the best evidence, the Commission directed that Staff may only tender the transcripts at the conclusion of its case for those respondents who do not undertake to testify, with a limited exception for proving allegations of misleading statements.

The Commission also granted the cross-motion, ordering the motion materials to remain confidential while releasing the decision publicly.