Philip Geoffrey Griffin

The moving parties sought leave to appeal a decision dismissing their motion to disqualify the applicant's lawyers and seal the motion record.

The motion judge had found that the moving parties waived confidentiality by placing the purportedly confidential material in the public motion record.

The Divisional Court dismissed the motion for leave to appeal, finding no conflicting decisions and no good reason to doubt the correctness of the motion judge's conclusion on waiver of privilege.

Following earlier reasons granting relief in a complex commercial dispute, the successful applicants sought substantial indemnity costs exceeding $428,000.

The respondents argued that prior settlement offers justified limiting costs to partial indemnity and challenged the hourly rates used in calculating substantial indemnity costs.

The court held that the settlement offers did not meet the requirements of Rule 49 and were not genuine offers capable of affecting costs.

Given findings of deceitful and fraudulent conduct by the respondents and failure to comply with court‑ordered accounting, substantial indemnity costs were warranted.

Applying proportionality principles and reviewing the bill of costs, the court found the hours and rates reasonable and awarded the full amount claimed.

The applicants and respondents entered into joint venture agreements to invest in commercial real estate projects through jointly owned companies.

The applicants discovered that the respondents were commingling funds, failing to make their required equity contributions, and diverting the applicants' funds to their own personal benefit and to companies they solely owned.

The court found that the respondents breached their contractual and fiduciary duties and were unjustly enriched.

The court imposed constructive trusts over several properties owned by the respondents, appointed a receiver over the respondents' assets, and cancelled the respondents' shares in the jointly owned companies where they had not contributed equity.

The defendants brought motions for summary judgment to dismiss the plaintiffs' action arising from a shotgun buy-sell offer in a partnership dispute.

The plaintiffs claimed the offer was invalid, and alleged breach of contract, breach of fiduciary duty, and oppression.

The court found that the shotgun buy-sell offer was valid and complied with the partnership agreement.

The court also dismissed the claims for breach of fiduciary duty and oppression, finding that the defendants were entitled to exercise their contractual rights.

However, the court directed a trial on three specific breach of contract issues relating to closing arrangements and the calculation of net earnings.

The applicant corporation sought relief under the Companies’ Creditors Arrangement Act including an initial order, a stay of proceedings, approval of a sale process, and authorization of administration and directors’ charges.

The court considered whether the corporation qualified as a debtor company and whether the requested restructuring steps were appropriate in the circumstances of significant financial distress and ongoing investigations.

The court accepted that the corporation was insolvent and that a restructuring under the CCAA was necessary to preserve enterprise value and explore a potential sale of business operations.

The court approved the requested charges, authorized the sale process, and granted ancillary relief including recognition proceedings in foreign jurisdictions.