R. Agarwal

The Plaintiffs sought an urgent interim Mareva injunction and ancillary orders against the Defendants without notice, alleging a complex fraudulent scheme involving the misappropriation of over $1.7 million.

The court found a strong prima facie case of fraud, inferred a serious risk of asset dissipation given the nature of the fraud and the defendants' prior conduct, and determined that irreparable harm would occur if the injunction was not granted.

The balance of convenience favored granting the injunction, and the Plaintiffs provided the necessary undertaking as to damages.

Ancillary disclosure orders and preservation orders for electronic devices were also granted.

The plaintiff law firm brought a motion for an interlocutory injunction against a former associate and several staff members who abruptly left to start a competing firm, taking over 200 client files.

The court found the plaintiffs established a strong prima facie case for breach of fiduciary duty and good faith.

The court granted the injunction, ordering the defendants to pay the outstanding disbursements on the transferred files within five months and to hold a portion of the legal fees in trust upon settlement of the files to protect the plaintiffs' fee accounts.

The court determined costs for two motions: a motion to transfer an action from Thunder Bay to Milton, and a cross-motion to stay an action in Milton based on a jurisdiction clause.

Both original motions were dismissed.

For the motion to stay, no costs were awarded, as the delays were attributed to the Property Owners' (Superior Fine Papers Inc., Reliance Holdings Limited, and Reliance Developments Corporation) conduct.

For the motion to transfer, the Property Owners were ordered to pay partial indemnity costs of $7,000 to Terrapure Environmental (Revolution Environmental Solutions LP c.o.b. as Terrapure Environmental and Revolution Environmental Solutions Acquisition GP Inc.), due to their unsuccessful motion and conduct that unnecessarily lengthened proceedings.

The Property Owners brought a motion to transfer a construction lien action from Thunder Bay to Milton and to have it heard together with a related breach of contract action.

The defendant, Newalta, brought a motion to stay the breach of contract action based on a forum selection clause specifying Alberta jurisdiction.

The court dismissed Newalta's motion for a stay, finding that although the forum selection clause was valid, the interests of justice and avoidance of multiple proceedings constituted strong cause not to enforce it.

The court also dismissed the Property Owners' motion to transfer the construction lien action, finding that Thunder Bay was the more appropriate venue given the location of the property, the events, and the witnesses.

The issue of whether the actions should be heard together was deferred to the Regional Senior Justice of the Northwest Region.

Dissident shareholders holding more than 5% of a public corporation sought orders under ss. 143 and 144 of the Canada Business Corporations Act requiring the board to call a shareholders’ meeting to remove and replace directors.

The court held the first requisition invalid because it was made by a beneficial rather than registered shareholder and failed to identify proposed director nominees.

Although a second requisition was valid, the directors were entitled to rely on the statutory exception in CBCA s. 143(3)(a) because a record date had already been fixed for an upcoming annual meeting.

While shareholders may in principle call a meeting under s. 143(4) even where a board relies on s. 143(3), the court declined to permit the proposed meeting in the circumstances due to delay by the applicants, limited prejudice from waiting for the scheduled AGM, and the costs of holding two meetings in close proximity.