Peter Frederick Cowan Howard

The appellants, holders of Asset Backed Commercial Paper (ABCP) notes, appealed a decision sanctioning a restructuring plan under the Companies' Creditors Arrangement Act (CCAA).

The plan included comprehensive releases of third-party financial institutions from liability, including certain claims relating to fraud.

The appellants argued the CCAA does not permit third-party releases and that the releases were unconstitutional.

The Court of Appeal dismissed the appeal, holding that the CCAA permits third-party releases that are reasonably connected to the proposed restructuring.

The Court found the application judge did not err in concluding the plan was fair and reasonable, as the releases were necessary for the restructuring to succeed and benefited the creditors as a whole.

The appellants, an investment management firm and minority shareholder, appealed the dismissal of their oppression application against the respondent corporation and its directors.

The application judge had found that the challenged related-party transactions were within the reasonable expectations of shareholders and protected by the business judgment rule.

The Divisional Court dismissed the appeal on the merits, finding no palpable and overriding error in the application judge's factual findings or application of the law.

The court upheld the award of substantial indemnity costs due to the appellants' unfounded allegations of misconduct and misuse of the court process, but allowed the costs appeal in part to deduct pre-application costs.

The vendor and purchaser of certain businesses disagreed on the method of calculating working capital adjustments under an asset purchase agreement.

An accounting firm, KPMG, was directed to calculate the adjustments according to approaches advocated by both parties.

The purchaser sought leave to appeal an order requiring it to make a payment based on KPMG's calculation, arguing KPMG exceeded its jurisdiction.

The Court of Appeal denied leave to appeal, finding that KPMG stayed within its mandate and its determination was final and binding.

Following the dismissal of an appeal regarding a receiver's decision to permit a corporation in receivership to plead guilty in an American criminal trial, the respondents sought costs.

The appellants argued no costs should be awarded as the issues were novel and complex.

The Court of Appeal rejected this argument, finding the appeal involved a standard review of a Commercial List judge's discretion.

The Court awarded costs to the respondents on a partial indemnity basis, fixing the amounts at a fair and reasonable level rather than actual costs incurred, payable by Lord Black and Conrad Black Capital Corporation.

Sunrise REIT initiated an auction process to sell its assets, requiring interested parties, including Ventas and HCPI, to sign confidentiality and standstill agreements.

Ventas submitted the winning bid, and Sunrise signed a purchase agreement containing a 'fiduciary out' clause allowing it to consider superior unsolicited proposals, but also requiring it to enforce existing standstill agreements.

HCPI subsequently submitted a higher bid.

The Court of Appeal upheld the application judge's ruling that the purchase agreement obliged Sunrise to enforce HCPI's standstill agreement, thereby precluding Sunrise from considering HCPI's bid, as it was not a 'bona fide' proposal due to the breach of the standstill agreement.

The court-appointed receiver of a corporation recommended that the company enter a plea agreement and plead guilty to a charge of mail fraud in the United States.

The motion judge approved the recommendation as being within the bounds of reasonableness.

The appellants appealed, arguing the receiver failed to properly assess the risk of conviction and the benefits of the plea agreement.

The Court of Appeal dismissed the appeal, finding no error in the motion judge's conclusion that the receiver's assessment of the risk of conviction, cost savings, and reduced exposure to civil liability and restitution was reasonable.

The Superintendent of Financial Services appealed an order lifting a CCAA stay and permitting bankruptcy petitions to proceed against the insolvent Ivaco companies.

The Superintendent argued that unpaid pension contributions subject to a deemed trust under the Pension Benefits Act should have been paid or segregated before bankruptcy.

The Court of Appeal dismissed the appeal, holding that the CCAA and BIA create a comprehensive federal insolvency scheme that leaves no gap for provincial deemed trusts to operate outside of bankruptcy.

The court also upheld the motions judge's discretionary decision to lift the stay and his order transferring the companies' head offices to Toronto under the Canada Business Corporations Act.

Sears Holdings Corporation appealed a decision of the Ontario Securities Commission regarding its insider bid for Sears Canada Inc. The OSC had found that Holdings failed to comply with disclosure obligations, entered into agreements that contravened the Securities Act, and engaged in abusive and coercive conduct.

The Divisional Court dismissed the appeal, holding that the standard of review for OSC decisions interpreting its constituting statute is reasonableness simpliciter, and that the OSC's findings and remedies were reasonable.

The appellants, a jockey and a trainer, appealed a ruling that suspended the jockey for three days and disqualified their horse from first to sixth place in a major stakes race due to alleged interference.

The stewards had concluded that the jockey jerked his horse into the path of another, causing it to clip heels and stumble.

Upon reviewing the video evidence and hearing testimony from the riders and an expert witness, the panel found that the video was inconclusive and that the other horse had actually run up on the field after a poor start.

The panel concluded that the appellant jockey maintained his lane and did not cause the interference.

The appeal was allowed, the suspension was rescinded, and the horse's first-place finish was restored.

The applicants sought to vary management cease trade orders (MCTOs) under section 144 of the Securities Act to permit trading in connection with a proposed going private transaction by Hollinger Inc. The Commission found that the applicants failed to demonstrate that varying the MCTOs would not be prejudicial to the public interest.

The Commission cited concerns regarding the lack of current audited financial statements, the adequacy of the independent valuation, the potential conflicts of interest in the proposed litigation trust, and evidence of undue influence exerted by related parties on the independent committee and valuator.

The applications were denied.

The appellants appealed a decision interpreting a shareholders' agreement and related documents concerning rights of first refusal and first offer for shares in a publicly traded company.

The respondents had delivered selling notices offering to sell shares to the appellants on terms substantially in accordance with a draft acquisition agreement with a third party, which included a 'superior proposal' condition.

The appellants accepted the offer but argued the superior proposal condition did not apply to them.

The Court of Appeal dismissed the appeal, finding that the selling notices incorporated the superior proposal conditions and that interpreting the agreement to allow the appellants to preempt the superior proposal process would be contrary to commercial reality and the goal of maximizing share value.

The Special Committee of Financial Models Company Inc. applied for orders under sections 104(1) and 127(1) of the Securities Act to cease-trade a take-over bid by a significant shareholder, Katotakis.

The Special Committee alleged the bid did not comply with Part XX of the Act and was contrary to the public interest because it relied on locked-up shares to meet minority approval thresholds for a follow-on transaction and improperly relied on a valuation exemption.

The Ontario Securities Commission dismissed the application, finding no technical breach of Rule 61-501 and no abuse of the capital markets, as the transaction was not artificial and did not defeat the reasonable expectations of shareholders given the prior disclosure of the shareholder agreement.

The plaintiff sought to examine the Honourable John Manley, a Member of Parliament, for discovery in a civil action.

The motion judge ordered the Member to attend no sooner than 15 days after the commencement of Parliament's summer recess, finding that parliamentary privilege against testifying only applied while Parliament was actually sitting and for 14 days after adjournment.

The Court of Appeal allowed the appeal, holding that the privilege of testimonial immunity extends throughout a parliamentary session, as well as 40 days before a session begins and 40 days after it ends.

The court concluded that any changes to this privilege must be enacted by Parliament, not the courts.

The appellants appealed a trial judgment finding that a transaction between the bankrupt company and its subsidiaries was a reviewable transaction under s. 100 of the Bankruptcy and Insolvency Act and constituted oppression under s. 248 of the Business Corporations Act.

The trial judge found a conspicuous difference between the fair market value of the promissory note given up by the bankrupt and the shares it received.

The Court of Appeal dismissed the appeal, finding no palpable and overriding error in the trial judge's factual findings regarding fair market value, and holding that the trial judge properly exercised his discretion in allowing the trustee in bankruptcy to act as a complainant for the oppression remedy.

In the context of Air Canada's CCAA restructuring, the appellant sought leave to appeal an order approving an equity investment agreement with Trinity Time Investments Limited and denying an adjournment to consider a competing proposal.

The Court of Appeal dismissed the motion for leave, finding no error in the supervising judge's decision to approve the agreement, which contained a 'fiduciary out' clause allowing the board to consider superior proposals.

The court held that the test for leave to appeal in CCAA proceedings—requiring serious and arguable grounds of real and significant interest—was not met.

Thoroughbred jockey Raymond Sabourin and owner Arthur Silvera appealed a Stewards' ruling that suspended Sabourin for 20 days for careless riding and disqualified their horse from first place.

The incident involved Sabourin's horse clipping heels with another horse, causing the other horse to fall and its jockey to sustain injuries.

The Ontario Racing Commission reviewed video evidence and witness testimony, concluding that Sabourin's horse interfered with the other horse by moving across its path without sufficient clearance.

The Commission upheld the disqualification but reduced the suspension to 15 days.

The Court of Appeal for Ontario issued a costs endorsement following an appeal.

Costs were awarded to the respondent, Air Canada, against the appellant, Global Payments Canada Inc., on a partial indemnity basis fixed at $46,000 inclusive of disbursements and GST.

The Court of Appeal for Ontario issued an endorsement regarding the costs of an appeal in the context of Companies' Creditors Arrangement Act proceedings involving Air Canada.

The court awarded costs to the respondent, Air Canada, against the appellant, Global Payments Canada Inc., on a partial indemnity basis fixed at $46,000 inclusive of disbursements and GST.

Air Canada applied for relief under the Companies' Creditors Arrangement Act.

The initial stay order required the appellant to continue providing credit card processing services to the respondent.

The appellant appealed, arguing the order violated s. 11.3(b) of the CCAA by requiring a further advance of money or credit due to its exposure to chargebacks.

The Court of Appeal dismissed the appeal, finding that the risk of chargeback exposure was a contingent liability, not an extension of credit, and that receiving immediate payment for future services did not constitute a further advance of money or credit.

The moving parties, Global Payments Direct Inc. and Global Payments Canada Inc., sought to expedite and consolidate the hearing of their motion for leave to appeal and the appeal itself from an order in Air Canada's CCAA proceedings.

The moving parties sought security for their exposure to credit card chargebacks.

The Court of Appeal held that while it had jurisdiction to consolidate the proceedings under Rule 2.03, such an order is exceptional.

The court expedited the leave motion and potential appeal but declined to consolidate them, finding the moving parties would not suffer substantial prejudice if the usual practice of separate hearings was followed.