P. Guy

The defendants moved for security for costs under Rule 56.01(1)(e), arguing the plaintiff's claim for a one-half interest in their property based on proprietary estoppel was frivolous and vexatious.

The plaintiff cross-moved to strike the defendants' affidavits and opposed their motion to amend their pleadings to add a limitations defence.

The court dismissed the plaintiff's cross-motions, allowed the defendants to amend their pleadings, and granted the motion for security for costs, finding the plaintiff's claim lacked practical merit and her conduct in the litigation was vexatious.

The Judgment Creditors brought a motion within a receivership proceeding seeking a declaration that they held valid, independent unsecured debt claims against two insolvent corporations, 230 and MM, arising from a consent order and minutes of settlement.

The Receiver and a preferred shareholder opposed, arguing the claims were equity claims.

The court applied the Van Laun principle to look behind the consent order and found that the obligations to purchase the shares and pay accrued dividends contravened the solvency and cross-holding provisions of the Business Corporations Act.

Consequently, the claims were unenforceable as debt, except for the costs component, which was remitted to the Receiver for a reasonableness review.

A corporation applied under s. 182 of the Business Corporations Act for approval of a plan of arrangement reorganizing its structure into a publicly traded real estate investment trust (REIT).

The arrangement involved shareholders exchanging their shares for securities of a limited partnership and REIT rather than securities of another body corporate.

The court considered whether such an exchange fell within the statutory definition of an "arrangement" and applied the fairness and reasonableness framework from BCE Inc. v. 1976 Debentureholders.

The court held that the arrangement provisions should be interpreted broadly and that the exchange of securities as part of the broader corporate reorganization satisfied s. 182.

The plan of arrangement was approved as fair and reasonable.