Richard K. MacGregor

This is a complex oppression and wrongful dismissal matter involving a closely held family company.

The plaintiff, an estranged son-in-law employed for 27 years, was terminated following discovery of a fraudulent invoicing scheme through which he misappropriated over $500,000 from the family businesses.

The plaintiff claims oppression and wrongful dismissal, while the defendants counterclaim for fraud, conversion, and breach of fiduciary duty.

The court found the plaintiff was terminated for cause due to the fraudulent scheme, was not oppressed, and breached his fiduciary duties.

The plaintiff is liable for damages totaling approximately $571,452.25 plus disgorgement of profits.

The court ordered a buyout of the plaintiff's 50% interest in the operating company at a price to be determined by a jointly retained neutral valuator, but dismissed claims for buyout of the real estate holding companies and oppression remedies.

Debtors moved to set aside, stay, or refuse a garnishment process seeking to enforce an adjudicator's determination requiring payment of the second draw under a construction contract.

The debtors argued that enforcement would be inequitable and unfair, and would result in double recovery for the contractor through both garnishment and a registered lien.

The court dismissed the motion, finding that the adjudicator's determination was binding and enforceable through garnishment, and that the debtors' arguments amounted to an impermissible collateral attack on the adjudicator's decision.

The court held that garnishment motions are not intended to review the correctness of the underlying order and that allowing such review would undermine the prompt payment and prompt adjudication provisions of the Construction Act.

The Applicants, Apollo Technology Capital Corporation and Nobul Technologies Inc., sought orders regarding the conduct of the upcoming annual general meeting (AGM) of MediPharm Labs Corp., including the appointment of an independent chair, the appointment of TSX Trust as scrutineer, and a declaration regarding the validity of their Dissident Circular.

The Court declined to grant the requested relief, finding no evidence of impropriety or unfairness in the process established by MediPharm’s by-laws and confirming that the issues raised could be addressed after the AGM if necessary.

The defendants sought an interlocutory injunction to restrain the plaintiff from enforcing its mortgage security by way of power of sale, pending the resolution of their counterclaim alleging misrepresentation.

The court found that while there was a serious issue to be tried regarding alleged misrepresentation, the defendants failed to establish irreparable harm, as any losses could be compensated by damages.

The motion for an injunction was dismissed.

ID Inc. appealed the dismissal of its claim against StrategyCorp, which arose from a dispute over the transformation of a billboard to a digital sign and a related consulting agreement.

The Court of Appeal upheld the trial judge's findings, concluding that StrategyCorp did not intentionally interfere with ID Inc.'s economic relations, the consulting agreement was conditional on a separate agreement that never materialized, StrategyCorp had repudiated the agreement which ID Inc. accepted by silence, and StrategyCorp did not breach its duty of good faith.

The appeal was dismissed.

The applicant, a mortgagee, sought the appointment of a receiver over the respondents' real property due to mortgage defaults and alleged insolvency.

The respondents opposed, arguing the remedy was not just or convenient and that the proposed receiver had a conflict of interest due to an existing receivership over adjacent lands with related easement disputes.

The court dismissed the application, finding that the applicant's security was protected, there was no evidence of property depreciation, and the applicant had not pursued existing mortgage enforcement proceedings.

The court also noted that appointing the same firm as receiver for both properties would create a conflict given the ongoing disputes regarding a shared easement.

ID Inc. brought a motion to quash part of an appeal by the Toronto Wholesale Produce Association (TWPA), arguing the appeal was out of time because the judgment for damages was "pronounced" earlier than the final judgment date.

The TWPA opposed and brought a cross-motion for an extension of time if necessary.

The Court of Appeal dismissed ID Inc.'s motion, finding that there was only a single judgment, not two, and therefore the appeal was not out of time.

The TWPA's cross-motion was dismissed as moot.

The plaintiff, ID Inc., and the defendants, Toronto Wholesale Produce Association (TWPA) and StrategyCorp., sought costs following a trial.

ID Inc. was awarded damages against TWPA and sought partial indemnity costs for the trial and substantial indemnity costs for an interest motion.

StrategyCorp., whose claim was dismissed, sought full indemnity costs against ID Inc. The court awarded ID Inc. partial indemnity costs of $641,891.66 against TWPA, with reductions for certain disbursements and a 15% reduction for divided success on issues.

The court denied substantial indemnity costs for the interest motion, awarding partial indemnity instead, with further reductions for excessive time and unnecessary attendance.

StrategyCorp. was awarded partial indemnity costs of $665,354.31 against ID Inc., with reductions for time spent on an unscheduled summary judgment motion and a separate OIC complaint.

The court declined to award costs against ID Inc.'s principal personally or to direct TWPA's payment to ID Inc. to first satisfy StrategyCorp.'s costs.

This appeal concerned an estate dispute where the appellant sought to exercise dissent rights under the Ontario Business Corporations Act (OBCA) in response to the liquidation of a family-owned holding company.

The application judge found these rights were waived by a Unanimous Shareholders Agreement (USA).

The Court of Appeal dismissed the appeal, affirming that the USA's provisions clearly waived dissent rights and that this interpretation was consistent with the company's purpose of managing estate assets.

The plaintiff, ID Inc., sought pre- and post-judgment interest at a contractual rate of 26.8% per annum following a successful breach of contract claim against Toronto Wholesale Produce Association (TWPA).

The court had previously awarded damages for lost profits and maintenance.

The key issues were whether ID Inc. was entitled to the contractual interest rate without amending its pleading, and if an amendment was necessary, whether leave should be granted.

The court found that ID Inc. was entitled to the contractual interest rate under common law, as the parties had agreed to and contemplated this rate in their Sale and Maintenance Agreement (SMA), and the TWPA was not prejudiced despite the delay in formally pleading it.

The court awarded ID Inc. pre- and post-judgment interest at 26.8% on the total damages.

The appellant, Casey Zizek, appealed the dismissal of a motion to stay proceedings.

The underlying action involved an alleged fraud by the defendants against the respondent school board.

The school board had settled with other defendants via a Mary Carter or Pierringer agreement but failed to immediately disclose this to the appellant.

The Court of Appeal found that the motion judge erred by not applying the principle that immediate disclosure of such agreements is mandatory and that failure to do so constitutes an abuse of process, regardless of prejudice.

The appeal was allowed, and the proceeding was stayed.

The appellants appealed the dismissal of their defamation action as a Strategic Lawsuit Against Public Participation (SLAPP) under s. 137.1 of the Courts of Justice Act.

The action arose from allegedly defamatory statements made by the respondents in an Ontario Labour Relations Board (OLRB) pleading.

The motion judge found the expression related to a matter of public interest and dismissed the action.

The Court of Appeal allowed the appeal, holding that the motion judge erred by characterizing the expression too broadly and by concluding that the specific impugned statements, which concerned a private dispute between competitors, related to a matter of public interest.

The Court clarified that purely private disputes, even if involving allegations of tortious conduct, do not automatically qualify as matters of public interest for anti-SLAPP purposes.

The appellant Dana Canada Inc. Filter Division appealed an order of the Superior Court of Justice quashing four subpoenas directed to witnesses.

The motion judge had found it extremely unlikely that the witnesses would provide evidence demonstrating significant prejudice to the appellant's case.

The Court of Appeal determined that the order quashing the subpoenas was interlocutory rather than final, and therefore the proper route of appeal was through the Divisional Court with leave under the Courts of Justice Act.

The appeal was quashed and costs were fixed at $7,500 all inclusive payable to the respondents.