Peter J. Osborne

The Plaintiff sought an order for Land Genesis Development Corp. to pay $394,212 in partial satisfaction of a prior fraud judgment against the Defendants, including Genesis (LA) Corp. The Defendants, Eduardo and Patricia Garcia, opposed, asserting the funds were beneficially owned by non-resident investors.

Land Genesis did not oppose but required a court order.

The court found the record insufficient and conflicting regarding beneficial ownership claims and the proper filing of evidence.

Consequently, the motion was adjourned to allow all parties to properly file materials and for Land Genesis to respond to new evidence, emphasizing the need for a complete and properly presented record for a determination.

The appellant school boards appealed an arbitral award that dismissed their claim for a proportionate share of the respondent insurance exchange's Guarantee Fund upon terminating their memberships.

The court upheld the arbitrator's interpretation of the Reciprocal Agreement, finding that section 7 clearly extinguished a departing subscriber's rights to the fund.

The court also rejected the argument that an implied trust existed outside the contract.

The appeal was dismissed with costs awarded to the respondent.

The applicant, CURO Group Holdings Corp., as Foreign Representative, sought a Third Recognition Order under section 49 of the Companies’ Creditors Arrangement Act (CCAA) to recognize and enforce several orders of the U.S. Bankruptcy Court.

These orders included the Combined Order approving the Debtors’ Joint Prepackaged Plan, the Estimation Order, and the Second Interim Cash Management Order.

The motion also sought termination of the Canadian Recognition Proceedings, discharge and release of the Information Officer, and approval of the Information Officer's reports and fees.

The relief sought was unopposed, and the court granted the Third Recognition Order, finding no public policy reason to deny recognition.

In a Companies' Creditors Arrangement Act (CCAA) proceeding, the applicants sought court approval for the sale of a real property, the Monitor's reports, a revised governance protocol, and a sale and investor solicitation process (SISP) for their logistics business.

The court approved the property sale, finding it met the Soundair Principles despite not being a court-supervised process.

The Monitor's reports and activities were also approved.

The proposed SISP was approved with a minor amendment requiring the Monitor to consult directly affected secured creditors.

The Revised Governance Protocol, which included default commission rates for vehicle sales and collections, was approved as an interim measure, balancing the need for cost recovery with creditor concerns, noting that financiers could negotiate alternative rates or withhold consent to sales.

This endorsement concerns a motion brought by Pride Group Holdings Inc. and other applicants under the Companies' Creditors Arrangement Act (CCAA).

The applicants sought court approval for three main items: a pre-filing agreement of purchase and sale for the Bolingbrook Property, approval of the Monitor's First and Second Reports, and an amendment to the Amended and Restated Initial Order to allow the sale of redundant, surplus, or non-material property up to certain financial thresholds without further court approval.

The court, applying the Soundair Principles, found the pre-filing sale to be in the best interests of stakeholders, noting the extensive negotiations and lack of opposition.

All requested relief was granted, with the court emphasizing the practical benefits of the proposed amendments for maximizing recovery and minimizing professional fees.

Antibe Therapeutics Inc. (Antibe) commenced CCAA proceedings seeking a stay extension, while Nuance Pharma Ltd. (Nuance), Antibe's largest creditor, sought termination of the CCAA and appointment of a receiver, along with a declaration of constructive trust over funds.

The court found Antibe's CCAA application to be a defensive tactic with no realistic restructuring plan.

Given the unique circumstances, including Antibe's core business (a drug) being far from commercialization and the arbitral finding of Antibe's deliberate misrepresentation, the court terminated the CCAA proceeding and appointed a receiver over Antibe's property.

The court declined to rule on Nuance's trust claim at this stage.

The applicants, Pride Group Holdings Inc. et al., sought an amended and restated initial order under the CCAA, including an extension of the stay period, approval of a debtor-in-possession (DIP) facility, elevation of charge priorities, confirmation against set-off, and approval of governance, real estate monetization, and intercompany/unsecured claims preservation protocols.

The court granted the requested stay extension to June 30, 2024, approved the $30 million DIP facility, and approved all proposed protocols.

The court declined to add an exception to the paramountcy provision as requested by certain securitization funders and approved a carve-out for Triumph Business Capital but limited it to CDN $3 million.

The applicant, CURO Group Holdings Corp., as Foreign Representative, sought recognition and enforcement in Canada of six orders from the United States Bankruptcy Court under section 49 of the Companies’ Creditors Arrangement Act (CCAA).

These orders included amendments to securitization documents, critical vendor payments, utility assurances, final taxes, disclosure statement approval, and revised customer programs.

The relief was unopposed and supported by lenders and the Information Officer.

The court granted the recognition order, finding it necessary for the protection of the debtors' property and consistent with the principles of cross-border insolvency.

The Applicants, Fresh City Farms Inc. and Mama Earth Organics Inc., sought approval for a reverse vesting order related to a share subscription agreement with their DIP Lender, who was also the proposed purchaser.

This transaction aimed to preserve the business as a going concern, including non-transferable assets like tax losses and licenses, after an unsuccessful Sale and Investor Solicitation Process (SISP).

The motion also sought third-party releases, an extension of the stay period, approval of the Monitor's reports and fees, and an order compelling Stripe Payments Canada, Ltd. to remit withheld funds.

The court granted all requested relief, finding the transaction fair and reasonable, the reverse vesting structure appropriate given the circumstances (highly regulated environment, non-transferable assets), and the releases justified.

The court also found Stripe's withholding of funds to be in breach of the initial order and critical to the applicants' cash flow, ordering their remittance.

This endorsement concerns the penalty phase of a civil contempt hearing.

The respondent, Vijai Ramkisson, was found in contempt for repeatedly refusing to attend an examination in aid of execution.

Despite having purged his contempt by eventually attending the examination and paying the judgment amount, the court found a need for denunciation and deterrence due to the blatant, deliberate, and wilful nature of his disobedience.

The applicants sought a fine of no less than $5000 and substantial indemnity costs.

The court imposed a fine of $2500 and awarded substantial indemnity costs of $27,500, emphasizing that a contemnor cannot unilaterally decide to disobey a court order.

The applicant, CURO Group Holdings Corp., sought recognition of its US Chapter 11 bankruptcy proceedings as foreign main proceedings under Part IV of the CCAA.

The court found that the Canadian debtors' centre of main interests was in the US, as executive decision-making and back-office support were located there.

The court granted the Initial Recognition Order, recognized the US Bankruptcy Court's First Day Orders, appointed an Information Officer, and approved an Administration Charge, a Directors and Officers Charge, and Securitization Charges to facilitate the restructuring.

The applicant, CURO Group Holdings Corp., sought foreign recognition and interim stay relief under the Companies’ Creditors Arrangement Act (CCAA) and the Courts of Justice Act (CJA) for its Canadian subsidiaries, CURO Canada Corp. and LendDirect Corp. These Canadian Debtors had simultaneously filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court.

The court granted the interim stay to protect the Canadian Debtors' assets and business in Canada during the period between the commencement of the U.S. Chapter 11 cases and the anticipated formal recognition orders from the U.S. Bankruptcy Court.

The decision emphasized the necessity of such interim relief to prevent prejudice and uphold principles of cooperation and comity in cross-border insolvency proceedings.

The balance of the application was adjourned for further hearing.

This is a supplementary endorsement on costs following a fair value application.

The applicant, 1843208 Ontario Inc., was largely successful in the underlying application, with the court determining the fair value of shares at $1.50, significantly lower than the $8.91 sought by the dissenting shareholders.

The dissenting shareholders argued against paying costs, citing that the determined value exceeded the company's initial formal offer and their success on the interest issue.

The court found the dissenting shareholders' valuation position unreasonable and unrealistic, and their success on interest minor.

Applying the principles of costs, particularly that dissenting shareholders do not get a "free ride" in valuation proceedings, the court awarded the applicant $1,075,000 in costs, inclusive of fees, disbursements, and taxes, payable by the dissenting shareholders.

The Receiver, PricewaterhouseCoopers Inc., sought court approval for an asset purchase agreement (APA) and ancillary relief, including approval of its reports, interim statement, sealing of a confidential report, and fees.

The Debtor, 2563773 Ontario Inc., sought an adjournment to allow an unsuccessful bidder (810) to firm up financing for a higher offer.

The court denied the adjournment, deferring to the Receiver's judgment that the selected APA, though lower in price, offered greater certainty and was in the best interests of all stakeholders given the Debtor's history of delays and the unsuccessful bidder's lack of firm financing.

The court approved the APA, the Receiver's reports and activities, its fees, and the sealing order.

The applicant, KingSett Mortgage Corp., sought the appointment of KSV Restructuring as receiver over the property of the debtors, Mapleview Developments Ltd., Pace Mapleview Ltd., and 2552741 Ontario Inc., due to default on significant loan facilities.

The application also requested super priority charges for the receiver and a borrowing charge.

The debtors did not appear, but their principals/guarantors and other creditors/lienholders were represented and did not oppose the relief.

The court applied the "just or convenient" test under the Bankruptcy and Insolvency Act and the Courts of Justice Act, finding that the contractual right to appointment and the circumstances of the default made the receivership appropriate.

The application was granted, and the proposed order, consistent with the Commercial List Model Order, was approved.

IBM Canada Limited sought rectification of its pension plan to correct drafting errors made in a 2014 restatement, which inadvertently altered pension benefit accrual rules for employees on disability leave.

The errors would have either increased benefits for some members (DB and Non-Contributory DC) or decreased them for others (DC Match).

IBM consistently administered the plan according to its original, intended terms.

The representative respondents, representing affected members, consented to the rectification as part of a settlement agreement.

The court granted the rectification, finding the errors unintended and that it would be unjust to deny the order, applying the test for rectification of unilateral instruments.

The Receiver, msi Spergel Inc., sought court approval for its First Report, an increase in its Borrowings Charge, approval of a sales and marketing process (SISP) for the property, and approval of its fees and counsel's fees.

The Receiver also sought an anticipatory release from liability for proposed environmental remediation work, save for gross negligence or wilful misconduct.

The court approved all requests except for the anticipatory release and discharge of the Receiver from environmental liability, citing a reluctance to grant declaratory relief for actions not yet undertaken and in the absence of a full evidentiary record.

The applicants (vendors) sought the release of $40 million from an $80 million escrow account, arguing that the respondents (purchasers) failed to provide timely and sufficient notice of an indemnity claim related to an undisclosed $213 million guarantee.

The respondents contended that proper notice was given, the deadline was tolled by agreement, and relief from forfeiture should apply.

The court dismissed the application, finding that notice was timely given to the vendors, the Tolling Agreement suspended any relevant deadlines, and the notice content was sufficient.

The court also stated that it would have granted relief from forfeiture due to the applicants' conduct and the disproportionate impact.

The plaintiff, Kamran Sheeraz, brought a motion under Rule 30.10 for production of documents from non-parties Hina Rizvi and Rizvi Legal Professional Corp. The action arose from a failed mortgage brokerage partnership where the defendant, Shoaib Seathi, allegedly diverted funds and claimed his computer records were corrupted.

The non-parties, a real estate lawyer and her firm, opposed production, citing privilege, the need for client notice, and inconvenience.

The court granted the motion, finding the documents relevant and necessary for a fair trial, especially given the defendant's inability to produce them.

Privilege claims were rejected as the information was either previously disclosed or could be addressed by redaction of client identifiers.

The court also dismissed the argument for personal service on clients, noting the anonymization would protect their identity.

Costs were reserved to the trial judge.

The Trustee sought court approval of an amended bankruptcy proposal, supported by the debtor and a major creditor, which would provide a 12.42% dividend to unsecured creditors funded primarily by the debtor's family.

The Office of the Superintendent in Bankruptcy opposed the approval, citing the debtor's lack of disclosure, failure to answer questions regarding the use of loan proceeds, and potential involvement in fraud.

The court refused to approve the proposal, finding that the debtor had not acted in good faith and that approving the proposal would compromise the integrity of the bankruptcy system.