Peter Ruby

The Liquidator of Northumberland General Insurance Company brought an unopposed motion to pass its accounts, approve its activities and fees, and obtain a declaration regarding the ownership of the company's shares.

The company had been in liquidation since 1985.

The Court approved the accounts and fees, finding them reasonable.

The Court also found it had jurisdiction under the Winding-Up and Restructuring Act and the Courts of Justice Act to issue a declaratory order regarding share ownership to assist in the potential distribution of a surplus.

After reviewing the complex corporate history and two alternative chains of ownership, the Court declared that Brian Reeve is the owner of 100% of the share capital of Northumberland.

The applicant, McEwan Enterprises Inc., sought approval of a related-party transaction under the Companies' Creditors Arrangement Act to sell substantially all of its assets to a newly formed company owned by its current shareholders.

The motion was opposed by a landlord who had not reached a consensual arrangement with the applicant.

The court dismissed the motion, finding that the mandatory requirements of section 36(4) of the CCAA were not met, as no good faith efforts were made to sell the assets to non-related persons and the consideration was not shown to be superior to a receivership and bankruptcy alternative.

The plaintiff brought a motion for leave to amend its amended statement of claim in an action for outstanding sales commissions.

The defendants opposed the motion, arguing estoppel, expiry of limitation periods, and non-compensable prejudice.

The court granted the motion, finding no positive representation to support estoppel, that the amendments were particulars of existing claims rather than new causes of action, and that any prejudice regarding internal resources could be managed through a discovery plan.

In a CCAA proceeding, the Monitor appealed a Claims Officer's decision allowing a landlord's claim for liquidated damages under a lease guarantee.

The Monitor argued the Claims Officer failed to consider a lease provision regarding the sale of the property.

The landlord cross-appealed the Claims Officer's finding that it breached a duty to be forthright by failing to disclose the property's foreclosure.

The Superior Court granted the Monitor's appeal, remitting the quantification issue back to the Claims Officer due to an error of law in contractual interpretation.

The court dismissed the landlord's cross-appeal, affirming that creditors owe a duty of forthrightness in a CCAA claims process.

The plaintiff, a Crown corporation, sought to replace its commercial lending software and entered into an agreement with the defendants based on representations that the defendants had an existing, mature 'out of the box' software product.

The implementation failed, and the plaintiff discovered the software did not actually exist but was still in development.

The plaintiff terminated the agreement and sued for fraudulent misrepresentation and breach of contract.

The court found that the defendants knowingly made false representations about the existence and capabilities of their software, which induced the plaintiff to enter the agreement and waste 15 months.

The court awarded the plaintiff over $44 million in damages for incremental costs and lost economic benefits caused by the delay, and dismissed the defendants' counterclaim for unpaid development charges.

In the CCAA proceedings of U.S. Steel Canada Inc., its parent company, United States Steel Corporation, sought approval of several proofs of claim totaling over $2 billion.

Various stakeholders objected, arguing that the intercompany loans should be re-characterized as 'equity claims' under the CCAA and that the security granted for certain advances was void as a fraudulent preference or unenforceable for lack of consideration.

The court rejected the objections, finding that the parent company had a reasonable expectation of repayment when the advances were made, and that the security was validly granted for fresh consideration and did not constitute a fraudulent preference.

The claims were confirmed as debt claims.

Various parties brought motions seeking reconsideration or clarification of a prior joint allocation decision determining the distribution of $7.3 billion in escrow among debtor estates in multinational insolvency proceedings.

The moving parties argued that aspects of the allocation methodology—including treatment of bond guarantee claims, certain asset sale proceeds, intercompany claims, tax claims, and settled claims—required amendment or clarification.

The court reiterated that reconsideration is an exceptional remedy and rejected most requests because the issues either had been addressed at trial or could have been raised earlier.

Limited clarification was granted regarding the treatment of bondholder claims against guarantors and recognition of certain court‑approved settled pre‑filing claims that had been paid.

Other requested clarifications or amendments were denied.

The defendants moved under rule 21.01(1)(b) of the Rules of Civil Procedure to strike a claim alleging failure to give reasonable notice of non‑renewal of a long‑standing contractual relationship.

The plaintiff had been a member of the defendants’ partner network for approximately twenty years under an agreement renewable annually at the defendants’ sole discretion.

The plaintiff alleged that the defendants exercised their discretionary renewal power unreasonably by refusing renewal without any notice.

The court held it was not plain and obvious that the claim disclosed no reasonable cause of action.

The organizing principle of good faith in contractual performance, recognized in Bhasin v. Hrynew, did not foreclose the possibility that discretionary renewal powers might need to be exercised reasonably in certain circumstances.