Peter J. Osborne

The plaintiff sought summary judgment for damages and an accounting based on reciprocal profit-sharing agreements related to wind farm projects, alleging the defendants failed to remit his share of proceeds from a $30 million sale to China Longyuan.

The defendants opposed, arguing no payment obligation was triggered and that the action was statute-barred or prejudiced by delay.

The court dismissed the plaintiff's motion for summary judgment, finding the record incomplete for quantum determination and corporate defendant liability.

However, the court also dismissed the defendants' request to dismiss the action, ruling that the profit-sharing obligations were triggered and rejecting the limitation period and prejudice arguments.

The case was ordered to proceed to trial with specific directions for discovery and mediation, and certain material facts were deemed undisputed.

The Trustee sought approval of an in-bankruptcy Division I Amended Proposal for the Debtor.

The Office of the Superintendent in Bankruptcy (OSB) opposed the approval, citing a complete lack of disclosure and untruths by the Debtor throughout the bankruptcy process, including her second bankruptcy.

The court applied the three-pronged test for proposal approval (reasonableness, benefit to creditors, good faith) and considered the public interest in the integrity of the bankruptcy system.

Despite 100% creditor approval, the court found the Debtor failed to meet her disclosure responsibilities, particularly regarding income, assets, and the use of credit for gambling and alleged medical expenses, and inconsistencies regarding her marital status and property transfers.

The court concluded that approving the proposal would not uphold the integrity of the bankruptcy system and dismissed the motion.

This endorsement addresses a comeback hearing in a Companies' Creditors Arrangement Act (CCAA) proceeding.

The applicants, BZAM Ltd. and its affiliates, sought an amended and restated Initial Order to extend the stay of proceedings until May 25, 2024, increase the DIP loan to $41 million, and raise the maximum amounts for the Administration, DIP Lender's, and Directors' Charges.

They also sought approval for a Sales and Investor Solicitation Process (SISP), including a Stalking Horse Purchase Agreement and associated Bid Protections Charge.

The court granted all requested relief, noting that the motions were unopposed and supported by key creditors and the Monitor.

The judge found the applicants acted in good faith and with due diligence, and that the extensions and increased charges were necessary and appropriate, including a significant Directors' Charge for excise tax exposure.

The SISP, including the related-party Stalking Horse Bid and reverse vesting structure, was approved as fair, transparent, commercially efficacious, and optimizing asset value.

The court also addressed a potential future claim for rescission by Final Bell Holdings International, emphasizing the need for clarity in the sales process.

The Receiver sought and obtained two orders: a Construction Continuance Order to approve the engagement of a new construction manager (SKYGRiD) and extend a stay of proceedings, and a Lien Regularization Order to establish a court-supervised process for construction lien claims.

The court found jurisdiction under the Bankruptcy and Insolvency Act and the Courts of Justice Act, concluding that the orders were necessary and appropriate to ensure the ongoing construction of "The One" project and to manage lien claims efficiently without prejudicing claimants' substantive rights.

Objections from the former developer (Mizrahi Parties) regarding their own pending motion for fees were acknowledged but did not prevent the approval of the Receiver's requested orders.

A case conference was held in a CCAA proceeding, requested by the Purchaser of the Applicants' business, to seek directions on the interpretation of a vesting order concerning a pre-filing personal injury claim.

The parties agreed that any necessary motion for interpretation should be heard by the supervising CCAA court.

They also cooperatively discussed limiting recoveries in the personal injury actions to available general liability insurance proceeds and lifting the stay for that limited purpose, working towards a consent order.

The Body Shop Canada Limited (TBS Canada) sought various orders under the Bankruptcy and Insolvency Act (BIA) following its UK parent's unexpected insolvency and cessation of financial support, which left TBS Canada with significant debts and operational challenges.

The requested relief included expanding the stay of proceedings, granting an administration charge, approving an indemnity and priority charge for directors and officers, directing the production of company records, and extending the time to file a proposal.

The court granted all requested orders, emphasizing the unusual and urgent circumstances, the necessity of the relief for TBS Canada's continued operations and restructuring efforts, and the consent of key stakeholders.

The applicants brought a motion seeking a declaration of contempt against Vijai Ramkisson for his repeated failure to attend an examination in aid of execution, as compelled by a prior court order.

Ramkisson argued he lacked knowledge of the order until recently and intended to move to set aside the default judgment.

The court found Ramkisson in contempt, concluding that the order was clear, he had actual knowledge (at least from January 24, 2024, and likely earlier), and he intentionally failed to comply.

The court rejected his explanations as incredible and emphasized that an intention to set aside an order does not excuse non-compliance.

The penalty phase was bifurcated and deferred to allow Ramkisson an opportunity to purge his contempt by attending the examination.

The Royal Bank of Canada (RBC) sought the appointment of a receiver over the assets of the corporate and individual respondents due to undisputed defaults under security documents, with an outstanding debt exceeding $12 million.

Despite multiple adjournments granted by the court to allow the respondents to secure refinancing, no credible evidence of a firm financing commitment materialized, and the respondents failed to cooperate with the court-appointed monitor.

The court found it just and convenient to appoint a receiver, citing the respondents' lack of transparency and repeated failures to meet payment obligations or secure alternative financing.

The Applicants, a group of affiliated cannabis companies, sought and were granted an initial order under the Companies’ Creditors Arrangement Act (CCAA) due to insolvency and an urgent liquidity crisis.

The court declared them eligible for CCAA protection, appointed FTI Consulting Canada Inc. as Monitor, approved a debtor-in-possession (DIP) credit facility of up to $2.4 million for initial working capital, granted a 10-day stay of proceedings, extended the stay to non-applicant affiliated entities and their directors/officers, approved administration and directors' charges, and provided relief from certain securities reporting obligations.

The court found Ontario to be the chief place of business, establishing jurisdiction.

The Royal Bank of Canada (RBC) sought the appointment of a receiver over the assets of Maxx Properties (No. 323) Ltd. and Blake Larsen, due to multiple defaults under credit and forbearance agreements.

The debtor admitted default but requested a brief extension, citing a pending transaction.

The court granted the receiver appointment, finding that the debtor had repeatedly defaulted on obligations, failed to comply with forbearance terms, and provided insufficient evidence of the proposed transaction's viability.

The court emphasized the erosion of RBC's security and the debtor's non-compliance.

The applicant, acting as Foreign Representative for the Chapter 11 Debtors, brought an unopposed motion under the CCAA to recognize several orders of the U.S. Bankruptcy Court, including the Confirmation Order approving the Chapter 11 Plan.

The court found that the Plan was overwhelmingly supported by creditors, treated Canadian and U.S. stakeholders equitably, and was in the best interests of the debtors.

The court granted the recognition orders, approved the corporate steps necessary to implement the Plan, and authorized a mechanism to terminate the CCAA proceedings.

The applicant, a minority shareholder in a family-owned commercial real estate corporation, brought an oppression application against the majority shareholder and the corporation.

The applicant alleged oppression regarding the provision of financial information, the triggering of a shotgun buy-sell clause while the application was pending, and improper disbursements made to the majority shareholder.

The court found no oppression regarding the information provision or the shotgun clause, concluding the applicant was not entitled to an additional sum for her shares beyond the designated price.

However, the court found the majority shareholder's receipt of improper disbursements was oppressive and ordered an equalization payment of $154,717 to the applicant.

The Gendelman Defendants sought to vary a Mareva order for the third time, requesting authorization to sell a property (Ravel Property) and access proceeds for legal fees, increased living expenses, and repayment of third-party debts.

The Plaintiff opposed the variation.

The court applied the four-part Credit Valley test for varying Mareva injunctions, finding that the Gendelman Defendants failed to establish they had no other assets available, were not fully transparent about their finances and income, and did not adequately explain significant discrepancies in their net worth statements or the nature of the debts they sought to repay.

The court dismissed the motion, emphasizing the strong prima facie case of the Plaintiff regarding alleged misappropriation of funds.

The applicant creditor brought a bankruptcy application against the respondent debtor, alleging an unpaid debt of approximately $7.9 million USD for LED light bulbs supplied under a distribution agreement.

The debtor disputed the application and sought a stay, arguing it had a bona fide counterclaim for damages resulting from the applicant allegedly supplying patent-infringing goods.

The court found that the debt was clearly established and that the debtor had committed an act of bankruptcy by ceasing to meet its liabilities generally.

The court dismissed the debtor's motion for a stay, finding the counterclaim lacked merit and was not bona fide, and granted the bankruptcy order.

HPI Advisory Inc., as the court-appointed Liquidator and Marketing and Mortgage Agent (MMA) of Morrison Laurier Mortgage Corporation (the "Company"), moved for an approval and vesting order for the sale of the "Lakeview Centre" property, and an ancillary order to seal a confidential appendix to its Fourth Report.

The Company is a mortgage investment corporation undergoing winding up.

The motion was unopposed.

The court granted the approval and vesting order, finding that the MMA had satisfied the "Soundair Principles" by making sufficient efforts to obtain the best price and conducting a fair sales process.

The court also approved the MMA's activities as described in the Fourth Report.

A sealing order for the confidential appendix was granted, limited in scope and time, to protect commercially sensitive information and ensure the integrity of the sales process, satisfying the factors from Sierra Club as refined in Sherman Estate.

The plaintiffs, first-position mortgagees, moved for the appointment of a receiver over a property where the debtors had abandoned a gas station and convenience store business.

The loan had matured, and the property was found abandoned with inventory stripped.

While some subsequent mortgagees opposed, arguing for a direct sale or limited investigative receivership to minimize costs, the court found it just and convenient to appoint a receiver.

The court emphasized the contractual right to appoint a receiver, the abandonment of the property, and the need to preserve assets and explore a going concern sale.

The motion was granted, and Rosen Goldberg Inc. was appointed as receiver with full powers.

Q4 Inc. brought an application under section 182 of the Business Corporations Act for final court approval of a plan of arrangement involving SEP Forge BidCo Inc. The arrangement, which involved the acquisition of Q4 shares for cash, had previously received an interim order and was approved by the requisite majorities of shareholders.

The court granted the final approval order, finding that all statutory procedures and court-ordered requirements were met, the application was put forward in good faith, and the arrangement was fair and reasonable.

The decision noted the overwhelming shareholder support and the absence of exercised dissent rights, despite public opposition from a competitor shareholder.

The Applicants, a group of cannabis companies, sought various relief in their CCAA proceedings, including amending a prior order, increasing debtor-in-possession (DIP) financing, extending a stay of proceedings, approving professional fees, and approving a Sale and Investor Solicitation Process (SISP) with a stalking horse bid.

Certain creditors, CJ Marketing Ltd. and Arthur Minh Tri Nguyen-Cao, opposed the commitment fee for the DIP financing and the break fee for the stalking horse bid.

The court approved all requested relief, finding the DIP facility terms fair and reasonable given the challenging cannabis sector and the necessity of funding.

The SISP and its associated break fee were also approved, with the court noting the fee was a reasonable reimbursement of costs and did not appear to have a chilling effect on other potential bidders.

The applicant, Citibank Canada, sought rectification of its Pension Plan text, specifically the 2002 Restatement, to correct an unintended drafting error.

The error caused "Deferred Vested Members" to be treated differently from "Early Retirement Members" in pension benefit calculations, contrary to the plan's original intent and consistent administration since 2002.

The court applied the four-part test for rectification from Canada (Attorney General) v. Fairmont Hotels Inc., finding clear and cogent evidence that the error was an unintentional transcription mistake, not an error in judgment.

The Financial Services Regulatory Authority and affected plan members did not oppose the application.

Rectification was granted to align the plan text with the true intentions.

This motion addressed the allocation of costs incurred by the Liquidator (KPMG) in a corporate liquidation proceeding.

The Applicants sought to have specific categories of costs (trial and trial preparation, accounting/bookkeeping/tax, and the Sources and Uses Report) fully borne by the Respondents, arguing these were necessitated by the Respondents' prior misconduct and poor record-keeping.

The court found that these disputed costs were directly attributable to the Respondents' self-dealing and failure to maintain proper financial records, as established in previous judgments.

Consequently, the court ordered the Respondents to bear full responsibility for these specific costs, while general administration costs were to be shared proportionally among shareholders.