Robert Paul Steep

Following a successful appeal, the appellant sought clarification on whether the $85,000 costs award included the costs of the respondents' motions for leave to appeal to the Divisional Court.

The Court of Appeal confirmed that these costs were inadvertently omitted and fixed them at $22,000 and $12,000 respectively.

The court declined to determine the scale of costs for the underlying summary judgment motions, leaving that issue to the motion judge.

The appellant bank sued several financial institutions and insurers for approximately $100 million arising from a massive equipment leasing fraud involving forged endorsements.

The respondent financial institutions successfully moved for summary judgment dismissing the appellant's claims for negligence, unjust enrichment, and money had and received.

The Court of Appeal allowed the appeal and set aside the summary judgment, finding that the motion judge committed two fundamental errors: reversing the onus by requiring the responding party to establish a genuine issue for trial, and deciding the motions on the assumed fact that the endorsements were forged.

The Court ordered the entire action to proceed to trial, noting that novel claims should be decided on a full evidentiary record.

Xstrata applied to the Ontario Securities Commission for an order to cease trade Falconbridge's shareholder rights plan, which was preventing Xstrata from advancing its unsolicited take-over bid.

Falconbridge cross-applied for an order prohibiting Xstrata from making market purchases of up to 5% of Falconbridge shares under the exemption in section 94(3) of the Securities Act.

The Commission applied the Royal Host factors and determined that it was in the public interest to allow the rights plan to continue for a brief period to allow the auction process to continue, given the competing bid from Inco.

The Commission also suspended Xstrata's ability to make market purchases under section 94(3), finding that such purchases, combined with Xstrata's ability to waive its minimum tender condition, could prematurely end the auction and deprive shareholders of the opportunity to tender to the bid of their choice.

Both the rights plan and the suspension of the 5% exemption were ordered to remain in place until July 28, 2006, or until Xstrata took up sufficient shares to meet its majority of the minority condition.

The moving parties, several banks and a financial institution, sought leave to appeal a motions judge's refusal to grant summary judgment dismissing the plaintiff's claims in conversion and preclusion.

The underlying action involved a fraudulent scheme where a customer forged endorsements on cheques and bank drafts, deposited them with the plaintiff collecting bank, and the moving parties subsequently reverse-cleared the instruments.

The Divisional Court granted leave to appeal, finding good reason to doubt the correctness of the motions judge's decision that the conversion and preclusion claims raised genuine issues for trial, and noting the issues were of general importance to the banking industry.

The Special Committee of Financial Models Company Inc. applied for orders under sections 104(1) and 127(1) of the Securities Act to cease-trade a take-over bid by a significant shareholder, Katotakis.

The Special Committee alleged the bid did not comply with Part XX of the Act and was contrary to the public interest because it relied on locked-up shares to meet minority approval thresholds for a follow-on transaction and improperly relied on a valuation exemption.

The Ontario Securities Commission dismissed the application, finding no technical breach of Rule 61-501 and no abuse of the capital markets, as the transaction was not artificial and did not defeat the reasonable expectations of shareholders given the prior disclosure of the shareholder agreement.

The appellant, a major shareholder of Financial Models Company, moved for a stay of a Commercial List decision and an injunction preventing other shareholders from tendering their shares to a competing take-over bid by Linedata Services S.A., pending an expedited appeal.

The motion judge had ruled that the appellant's acceptance of a sell offer was invalid under the Securities Act and that the other shareholders could include a 'superior proposal' condition.

The Court of Appeal granted the stay and injunction, finding that the balance of convenience favoured the appellant, who provided an undertaking as to damages, and ordered an expedited appeal.

The appellant, Starr Toof, appealed a trial judgment finding it liable for negligent misrepresentation in connection with the sale of a used printing press to the respondent, J B Printing Limited.

During a pre-purchase inspection, Starr Toof's representatives made positive statements about the press's condition and failed to disclose damage to an important component.

The Court of Appeal dismissed the appeal, holding that the trial judge applied the correct legal principles and that his findings of mixed fact and law regarding duty of care, reasonable reliance, and misrepresentation were entitled to deference absent palpable and overriding error.

A dissenting opinion argued that no duty of care existed and that the trial judge made palpable and overriding errors of fact.

The appellant, a former director and executive, appealed a trial judgment that set aside his employment contract using the oppression remedy under s. 241 of the Canada Business Corporations Act.

The appellant argued the oppression remedy should only be available to minority shareholders unable to use normal corporate machinery, and that the trial judge improperly substituted her view for the Board's business judgment.

The Court of Appeal dismissed the appeal, holding that the oppression remedy addresses abuse of power and is not limited to minority shareholders.

The Court also upheld the trial judge's finding that the Board's process in approving the contract was seriously flawed and fell outside the range of reasonableness.

Leave to appeal the costs award was also refused despite the respondents failing to prove fraud, given the appellant's egregious conduct.

The appellant appealed a trial judgment finding it breached an exclusive supplier agreement and awarding the respondent nearly $5 million in lost profits.

The appellant argued the trial judge erred by failing to imply a term requiring customer consent, finding a breach regarding a specific contract, and excluding certain evidence on damages.

The respondent cross-appealed, seeking an additional $1 million in damages, arguing the trial judge arbitrarily increased the calculation of incremental overhead expenses.

The Court of Appeal dismissed both the appeal and cross-appeal, finding the trial judge's factual findings were supported by the evidence and his legal conclusions were correct.

The appellant appealed a trial judgment finding an enforceable contract for the sale and delivery of shares to the respondent.

The trial judge found the contract was partly written and partly oral, with all essential terms agreed upon, including the provision of $1 million in shares priced at half market value as of the respondent's start date.

The Court of Appeal upheld the trial judge's findings, noting there was a clear meeting of the minds and no palpable error.

The respondent's cross-appeal regarding the assessment of damages was also dismissed, as the trial judge was justified in fixing the assessment as of the notice of termination date.

Both the appeal and cross-appeal were dismissed with no costs.

The appellant appealed a summary judgment requiring it to pay $135.5 million in cash to fulfill its obligations under a letter agreement.

The appellant argued the motion judge erred by restricting payment to cash rather than allowing payment in shares of certain corporations as provided in the agreement.

The Court of Appeal dismissed the appeal, agreeing with the motion judge that the respondent was entitled to reject the offered shares as not being of equivalent value, and finding that allowing payment in shares years after the deadline would inappropriately rewrite the agreement.

The appellants appealed the dismissal of their medical malpractice action arising from the birth of a child who suffered severe brain damage due to oxygen deprivation during a breech delivery.

The appellants argued the trial judge erred by failing to make an explicit finding on causation, misapprehending expert evidence regarding fetal monitoring, and failing to apply the 'Breech Plus Rule' for the standard of care.

The Court of Appeal dismissed the appeal, holding that the failure to explicitly determine causation did not affect the trial judge's conclusion that the obstetrician met the standard of care.

The court found the trial judge's factual findings regarding the obstetrician's decisions and the rejection of an absolute rule for breech deliveries were reasonable and supported by the evidence.

The trustees of a public unit trust unilaterally amended the Declaration of Trust to create a unitholder rights plan in response to a hostile takeover bid by the respondent.

The respondent, who owned 20.3% of the units, challenged the amendment.

The application judge declared the rights plan and the amendment null and void, finding they contravened the anti-dilution proviso of the Declaration.

The Court of Appeal dismissed the trustees' appeal, agreeing that the amendment violated the anti-dilution clause and required a 75% unitholder vote.

The respondent investment dealer entered into a fidelity insurance contract with the appellant.

After discovering employee fraud, the respondent filed a proof of loss.

The appellant rescinded the bond, alleging misrepresentation in the application, and later brought a motion for summary judgment arguing the respondent failed to commence legal proceedings within the 24-month contractual limitation period.

The Supreme Court of Canada restored the motions judge's summary judgment in favour of the appellant, holding that there was no genuine issue for trial regarding the discovery of the loss, and that the contractual limitation period survived the appellant's wrongful rescission of the contract.

The appellant, a beneficial owner of common voting shares of the respondent bank, submitted proposals for inclusion in a management proxy circular.

The bank declined to include the proposals because the appellant was not a registered shareholder.

The Supreme Court of Canada dismissed the appeal, holding that under s. 143(1) of the Bank Act, only a 'shareholder entitled to vote' may submit a proposal, and under s. 93(1), the bank may treat the registered owner as the person exclusively entitled to vote.

Therefore, a beneficial shareholder cannot submit a shareholder's proposal.