Raymond Francis Royal Leach

An appeal concerning the calculation of a bonus payable to a subordinate debt and equity financing fund upon the sale of a borrower company.

The lower court determined the bonus at $242,552.79 based on net proceeds excluding $55.125 million in debt created through a pre-sale reorganization.

The appellate court reversed in part, holding that the $55.125 million should be included in the bonus calculation as it formed part of the proceeds of sale and was created in violation of the loan agreement's consent requirement.

The court upheld the lower court's rejection of arguments that the bonus contravened the criminal rate of interest, was unconscionable, or was ultra vires the lender's statutory mandate.

The bonus was recalculated at $793,800.48.

The defendants brought a motion to transfer the action from Hamilton to Walkerton, arguing that a fair trial could not be held in Hamilton due to the prominent philanthropic profile of the plaintiff's principal.

The court rejected this argument, finding no reasonable apprehension of bias among the Hamilton judiciary.

The court deferred deciding whether a transfer was desirable in the interests of justice under Rule 13.1.02(2)(b) until a pending motion to set aside a default judgment in the action is resolved.

Wittington Properties Limited applied for declarations that GoodLife Fitness Centres Inc. had lost its right to extend a lease due to ongoing breaches related to gross revenue reporting and a competition provision.

GoodLife brought a cross-application for declarations affirming its right to extend the lease and, in the alternative, relief from forfeiture.

The court found GoodLife was in default of the lease regarding both gross revenue reporting and the competition provision, and that GoodLife had not proven its breaches were de minimis or that Wittington had waived its rights or acted in bad faith.

Consequently, the court declared GoodLife had no right to extend the lease and ordered vacant possession.

The applicants sought declaratory relief to deny a bonus provision to the respondent, arguing it was criminal, unconscionable, or ultra vires.

The court found a bonus was owing but accepted the applicants' expert opinion on its quantum, significantly reducing the amount claimed by the respondent.

Both parties sought costs.

The court considered contractual full indemnity costs versus partial indemnity, noting the divided success and the absence of settlement offers.

Ultimately, the court ordered no costs, with each party bearing their own, and denied interest on the judgment.

The applicants sought a declaratory order that a bonus payment clause in a 2011 loan agreement with the Business Development Bank of Canada (BDC) was unenforceable, arguing it contravened section 347 of the Criminal Code, was unconscionable, or was ultra vires to BDC's statutory objects.

The court dismissed all these arguments, finding the interest rate was not criminal, the transaction was not unconscionable given the applicants' sophistication, and the bonus provision was within BDC's powers.

However, the court ruled on the calculation of "net proceeds" for the bonus, allowing deductions for certified indebtedness, income taxes, and accounting fees, significantly reducing the bonus amount payable to the respondent.

The appellants sought to amend their statement of claim to add a claim in nuisance against the respondent for failing to properly remediate contaminated land before selling it.

The motion judge denied the amendment, finding that a nuisance claim requires the interference to originate from outside the plaintiff's land.

The Court of Appeal upheld this decision, confirming that an essential characteristic of the tort of nuisance is that the alleged nuisance must emanate from somewhere other than the plaintiff's own land.

The appeal was dismissed.

The plaintiffs sought leave to amend their Fresh As Amended Statement of Claim to add a claim in nuisance against a defendant related to environmental contamination of a former foundry property, and to increase damages claimed.

They also sought leave to file late expert appraisal reports relating to alleged “stigma damages.” The court held that the proposed nuisance claim was not legally tenable because the alleged contamination originated on the plaintiffs’ own property and was caused by prior operators, not the defendant’s conduct.

The court further found that permitting the late expert reports would cause undue delay and prejudice, as the reports were served more than two years after the pre-trial conference and shortly before a lengthy scheduled trial.

Leave to amend the pleadings to add the nuisance claim and to file the expert reports was denied, although minor amendments to increase the damages amounts were granted on consent.

The plaintiff and defendants brought competing motions for summary judgment in a dispute over the ownership of a share in a land-holding company and the redemption of a mortgage.

The plaintiff claimed it was the beneficial owner of the share and had validly tendered funds to redeem the mortgage.

The defendants argued the share was held to secure a 50% interest in future development, not just as security for the loan.

The court found that the conflicting evidence regarding the terms on which the share was held and the adequacy of the tender could not be resolved on a summary basis.

Both motions were dismissed, and the matter was directed to trial with specific issues defined.

The appellants appealed the decisions of the Superior Court of Justice.

The appeal was not technically perfected but was listed and heard with related appeals.

The Court of Appeal dismissed the appeal.

The appellants appealed an order granting possession of mortgaged property, specifically challenging the determination of the mortgage quantum and the disposition of a share.

The respondent conceded that the order regarding the share disposition could not stand.

The Court of Appeal upheld the quantum determination, noting the appellants had participated in a full hearing on the issue without objection.

The appeal was allowed in part to set aside the share disposition, but otherwise dismissed.

Following the release of the court's endorsement in the appeals, counsel for the respondents wrote to the court concerning the disposition of the agreed upon costs.

The Court of Appeal issued an addendum awarding costs of $14,000 to the estate trustee and another $14,000 to the bank, inclusive of disbursements and taxes.

The respondents obtained summary judgment in the Louisiana Bankruptcy Court against the appellants on personal guarantees.

The respondents applied to enforce the judgments in Ontario.

The appellants argued the Louisiana Bankruptcy Court lacked subject matter jurisdiction.

The motion judge dismissed this argument, noting the appellants had raised the issue in Louisiana and failed to appeal the foreign court's ruling that it had jurisdiction.

The Court of Appeal dismissed the appeal, holding that it was not open to the appellants to re-litigate the issue of subject matter jurisdiction in Ontario after participating in the foreign proceedings and failing to appeal the jurisdictional ruling.

The appellant appealed a summary judgment granted to his former employer for amounts due on two loans.

The appellant argued his termination was in bad faith to appropriate his book of business, but the court found no evidence to raise a triable issue, noting he committed a clear breach of corporate policy.

The Court of Appeal also upheld the motion judge's discretionary decisions denying equitable set-off and a stay pending the resolution of the counterclaim.

The appeal was dismissed with costs.

The appellant appealed a summary judgment dismissing his claim against the respondent Brinac.

The motion judge had found the appellant's evidence to be so incredible that no reasonable trier of fact could accept it.

The Court of Appeal agreed, finding no genuine issue requiring a trial, and dismissed the appeal with costs fixed at $10,000.

The appellant sought to enforce a U.S. consent decree and contempt order against the respondent in Ontario for trademark infringement.

The Supreme Court of Canada held that while the traditional common law rule should be changed to allow the enforcement of foreign non-monetary judgments in appropriate circumstances, the specific orders in this case were unenforceable.

The Court found the contempt order to be quasi-criminal in nature and the consent decree's extraterritorial application to be unclear, raising concerns about comity and the use of domestic judicial resources.

The appellants appealed an order dismissing their counterclaim against the respondent solicitors for negligence in drafting loan documents and releasing security documents held in escrow.

The motion judge had dismissed the counterclaim on the basis that the appellants had signed a release in favour of the solicitors.

The Court of Appeal allowed the appeal, finding that the release was executed in the context of a fee dispute and did not specifically list the matters raised in the counterclaim.

The Court concluded there was a genuine issue for trial regarding the scope, operation, and potential unconscionability of the release.

The appellant appealed a summary judgment ordering him to pay over $10.6 million to class action plaintiffs.

The appellant argued the loss was caused by his business being placed into receivership, not his fraudulent conduct.

The Court of Appeal dismissed the appeal, finding no genuine issue for trial as the appellant's guilty plea evidenced his fraudulent conduct as the cause of the loss.

The court also rejected the argument to limit the judgment to a specific sub-class, noting the damages were adequately assessed in a reference process.

The appellant bankrupt company appealed the dismissal of its motion to annul its bankruptcy.

The appellant argued that the assignment in bankruptcy was invalid because the statement of affairs was not properly sworn before a commissioner.

The Court of Appeal dismissed the appeal, finding that while the failure to properly swear the affidavit was improper, the company was clearly insolvent and annulling the bankruptcy would cause an injustice to the creditors.

The appellant bank loaned money to the respondent's wife, secured by a mortgage and guaranteed by the respondent.

When the mortgage matured, the bank and the mortgagor renewed it at a higher interest rate without notice to the respondent.

The mortgagor defaulted, and the bank obtained summary judgment against both.

The Court of Appeal set aside the judgment against the respondent, finding he was released from the guarantee.

The Supreme Court of Canada dismissed the bank's appeal, holding that the renewal agreement constituted a material alteration of the principal contract without the surety's consent, thereby discharging the guarantor.