P. Steep

A shareholder who successfully obtained a court‑ordered shareholders’ meeting under s. 144(1) of the Canada Business Corporations Act sought reimbursement from the corporation for expenses incurred in requisitioning, calling, and holding the meeting.

The court held that although s. 144 does not expressly address reimbursement, it implicitly authorizes recovery of reasonable expenses analogous to those recoverable under s. 143(6) for requisitioned meetings.

However, only costs directly related to requisitioning, calling, and holding the meeting are recoverable, not broader strategic or governance‑change expenses incurred by dissident shareholders.

Applying that principle, the court allowed reimbursement for certain printing, meeting administration, advisory, and legal costs, but limited recovery to reasonable amounts tied to the meeting itself.

The defendants brought a motion to amend the class definition in an Ontario securities class action to exclude persons who would be bound by a pending settlement in parallel U.S. class proceedings.

The U.S. settlement was conditional on the Ontario court granting this amendment.

The court applied the Currie factors and recognized the U.S. court's judgment approving the settlement, finding that the U.S. court had a real and substantial connection to the claims, and that the absent class members were accorded procedural fairness and adequate representation.

The court further determined that amending the class was the preferable procedure, as it would facilitate access to justice for the overlapping class members without unfairly prejudicing the remaining class members.

The motion was granted and the class definition was amended.

In a securities class proceeding, the plaintiffs sought costs following successful motions in which they opposed summary judgment and obtained nunc pro tunc relief permitting pursuit of a statutory claim despite the expiry of a limitation period under the Securities Act.

The defendants argued that no costs should be awarded due to alleged delay by the plaintiffs, the alleged unnecessary nature of the cross‑motion, and the claim that the plaintiffs succeeded on grounds not advanced by their counsel.

The court rejected these arguments, finding no delay attributable to the plaintiffs and confirming that the cross‑motion seeking nunc pro tunc relief was appropriate.

The court held that the plaintiffs succeeded on their arguments regarding the court’s nunc pro tunc authority and the interpretation of the Court of Appeal’s Timminco decision.

Applying the general rule that costs follow the event, the court awarded the plaintiffs their claimed partial indemnity costs.

The defendants moved for summary judgment to dismiss the plaintiffs' statutory claims for secondary market misrepresentation under the Securities Act, arguing the claims were statute-barred by the three-year limitation period in s. 138.14.

The plaintiffs had brought a motion for leave to assert the statutory claims within the limitation period, but the limitation period expired while the court's decision on the leave motion was under reserve.

The court held that it had inherent jurisdiction and authority under the Rules of Civil Procedure to grant the leave order nunc pro tunc (retroactively) to the date the leave motion was argued, applying the actus curiae maxim to prevent injustice caused by the court's delay.

The defendants' motion for summary judgment was dismissed, and the plaintiffs were permitted to amend their statement of claim effective the date the leave motion concluded.

A shareholder applied under the Canada Business Corporations Act for orders directing the calling of a shareholder meeting, compelling corporate compliance with statutory disclosure and governance obligations, and restraining the remaining directors from transacting business.

The respondent corporation’s board had lost quorum, lacked resident Canadian directors, failed to hold required shareholder meetings, and had defaulted on continuous disclosure obligations under securities legislation.

The court found that extraordinary circumstances justified judicial intervention under s. 144 of the CBCA to call and supervise a shareholder meeting.

Compliance orders were also granted under s. 247 of the CBCA, and restrictions imposed on the remaining directors’ powers due to the absence of board quorum.

To preserve the company’s affairs pending the shareholder meeting, the court directed that a temporary receiver and manager be appointed.