R. Cohen

During case management for an anticipated summary judgment motion in a construction-related dispute, the plaintiff faced delays producing documents due to the deaths of individuals involved and the fact that many relevant records were held by contractors, subcontractors, and third-party service providers.

The court ordered the plaintiff to use its best efforts to obtain and produce relevant documents by a specified deadline.

The court emphasized that voluntary cooperation by non-parties would avoid formal motions for non-party production and potential cost consequences.

A further case conference was directed to schedule cross-examinations or any required non-party production motions.

The respondents to a court application brought a motion to stay the proceeding in favour of arbitration under the International Commercial Arbitration Act.

The underlying dispute arose from a sales agency agreement containing an arbitration clause and an earlier arbitration award requiring payment of distribution revenues.

The applicants sought declaratory relief, breach of fiduciary duty findings, and oppression remedies under the Ontario Business Corporations Act against related corporate entities and an individual.

The court held that the moving parties lacked standing to request a stay because they were not parties to the arbitration agreement and had attorned to the court’s jurisdiction by filing substantive materials addressing the merits before seeking a stay.

The requirements under Article 8(1) of the Model Law were therefore not satisfied.

The motion to stay was dismissed and the application was directed to proceed to hearing.

The applicant corporation sought an interim order under s. 192(4) of the Canada Business Corporations Act in connection with a proposed plan of arrangement involving an exchange of securities.

The court was satisfied the proposed transaction constituted an arrangement within the meaning of the statute and that the solvency requirements were met.

The interim order included a quorum provision for the shareholder approval meeting requiring the presence of one person representing at least 5% of the issued and outstanding shares, consistent with the corporation’s by-laws.

The court noted that although such a low quorum may satisfy procedural requirements, it may carry limited evidentiary weight when assessing whether the arrangement is fair and reasonable at the final approval stage.

The applicant corporation sought a final order approving a plan of arrangement under s. 192 of the Canada Business Corporations Act involving an exchange of interests with another corporation.

The court reviewed the requirements for approving a corporate arrangement as articulated by the Supreme Court of Canada, including whether the arrangement served a valid business purpose, complied with procedural safeguards, and was fair and reasonable to affected stakeholders.

Evidence showed the transaction resulted from arm’s‑length negotiations, received an independent fairness opinion, and was overwhelmingly approved by shareholders with dissent rights available.

The court found the arrangement structure appropriate given the complexity of the multi‑step transaction and determined the statutory “not practicable” requirement was satisfied.

The arrangement was approved as fair and reasonable.

Following earlier reasons ordering the court-supervised sale of several properties after a hybrid trial, the court addressed costs.

The applicants sought partial indemnity costs against various respondents across two related applications.

The court found the applicants had substantially succeeded but determined that the record did not allow proper allocation of costs between the two proceedings.

Accordingly, the court referred the costs of both applications to an assessment officer under Rule 57.01(3.1) of the Rules of Civil Procedure, with directions regarding which respondents could be liable and limiting recovery to litigation-related expenses.

The applicants sought the sale of three groups of commercial properties owned jointly by different branches of the Battista family.

The respondents opposed the open market sale, arguing for a 'Fundamental Understanding' that gave family members a right of first offer or refusal.

The court found no such understanding existed and that the relationship between the family members had irreparably broken down, causing a deadlock in the management of the properties.

The court ordered a court-supervised sale of all properties on the open market without any right of first refusal, allowing all parties to bid.

The defendant vendor brought a motion for summary judgment seeking dismissal of the purchaser’s claim, discharge of a certificate of pending litigation, and permission to sell a commercial property to another buyer.

The dispute arose from an agreement of purchase and sale containing a due diligence condition allowing the purchaser to waive the condition after reviewing documentation and conducting inspections.

The vendor argued the conditional period had expired and that the purchaser was unable to obtain financing, rendering the agreement null and void.

The purchaser alleged the vendor failed to provide required documentation and obstructed due diligence, preventing completion of financing and waiver of conditions.

The court held that material facts were contested and that a full appreciation of the evidence required viva voce testimony and the full trial process.