Robert William Staley

The plaintiffs invested $17.8 million with a mortgage broker, who fraudulently used the funds to repay an unauthorized overdraft at TD Bank caused by a cheque kiting scheme.

The plaintiffs sued TD Bank for negligence, knowing receipt, conversion, and unjust enrichment.

The court dismissed the negligence claim, finding TD Bank lacked actual knowledge of the fraud and thus owed no duty of care.

However, the court found TD Bank liable for knowing receipt, conversion, and unjust enrichment, as the bank had constructive knowledge of the fraud due to multiple red flags requiring enhanced due diligence, and the tort of conversion was held to apply to funds on deposit.

TD Bank was ordered to pay damages of over $16.3 million.

The applicant, an Ontario company operating a mine in Newfoundland, sought an interpleader order under Rule 43 to pay quarterly royalties into court.

The applicant faced conflicting demands regarding payment due to a corporate governance dispute over the parent company of the creditor, which was being litigated in the Cayman Islands and British Columbia.

The court dismissed the application, finding that Rule 43 is unavailable when the court lacks jurisdiction to determine the underlying dispute over corporate control.

However, the court granted interim relief allowing the applicant to pay the funds to the creditor's counsel in trust for 90 days to permit the commencement of interpleader proceedings in the appropriate forum.

The applicants and respondent both sought costs following an application regarding the enforceability of a contingency fee agreement.

The applicants had abandoned part of their claim shortly before the hearing, conceding the agreement applied to the trial award, but succeeded in arguing it did not apply to the appeal award or settlement.

The court found there was divided success and that the applicants' abandonment of claims did not warrant a costs award against them, as the respondent's work contributed to the success on that portion.

Consequently, the court ordered no costs to either party.

The applicants sought a declaration that a contingency fee agreement (CFA) executed in October 2019 applied only to the trial award and not to the increased award on appeal or to a subsequent settlement.

The respondent law firm claimed entitlement to a 30% contingency on both the appeal award and settlement.

The court found that the CFA was a trial retainer only, that no valid contingency fee agreement existed for the appeal (as any alleged oral agreement failed to comply with the Solicitors Act requirement that contingency fee agreements be in writing), and that the CFA did not apply to the settlement.

The court awarded the lawyers fees on a quantum meruit basis for their appeal work.

A vacant land condominium corporation sought damages and disgorgement of profits against its former directors and various defendants, alleging breach of fiduciary duty in connection with the release of easements burdening adjacent land.

The plaintiff claimed the directors received secret benefits in exchange for facilitating the release of easements valued at approximately $31.5 million.

The court found that the corporation was contractually obligated to release the easements pursuant to easement release provisions in registered agreements, and that the plaintiff failed to prove the directors received secret benefits or breached their fiduciary duties.

The court dismissed the plaintiff's claim and the counterclaim.

The Court of Appeal for Ontario dismissed Shantanu Shirodkar’s appeal seeking to certify a class action against Coinbase Global, Inc. and its subsidiaries for alleged violations of securities laws.

The court upheld the motion judge’s findings that Ontario courts lacked jurisdiction over the non-Canadian Coinbase entities and that Ireland was the preferable forum for the claims, staying the action against Coinbase Canada as well.

The decision addresses the interpretation of forum selection clauses, the application of the “real and substantial connection” test, and the doctrine of forum non conveniens in the context of cross-border crypto-asset trading.

This decision addresses three motions in the receivership of the Bridging Funds: (1) the Receiver’s motion for an interim distribution to unitholders, (2) approval of a settlement with the BlackRock Parties, and (3) the unitholders’ motion for a constructive trust.

The court approved the interim distribution but required a sufficient reserve for the disputed Cerieco claim until its final determination.

The BlackRock settlement was approved.

The constructive trust motion was deferred pending resolution of the Cerieco claim.

The decision provides detailed guidance on the treatment of creditor and unitholder claims in a complex receivership under the Securities Act.

The Receiver sought and obtained an Approval and Vesting Order (AVO) in connection with a settlement involving the sale of certain secured interests (the Maidstone Charges) and related indebtedness to the Canning Claimants.

The settlement resolved a $50 million claim in the receivership proceedings.

The court found the transaction fair, reasonable, and beneficial to stakeholders, and granted a limited sealing order over confidential economic terms of the transaction until closing, applying the test from Sherman Estate v. Donovan.

In Companies’ Creditors Arrangement Act (CCAA) proceedings, LoyaltyOne, Co. and its Monitor sought a declaration that a Tax Matters Agreement (TMA) was not binding or was void as a transfer at undervalue (TUV), and sought to disclaim the TMA to secure a $96 million tax refund.

Bread Financial Holdings, Inc. (formerly ADS) cross-moved to set aside the disclaimer, asserting its entitlement to the refund under the TMA.

The court ruled that LoyaltyOne was bound by the TMA, the TMA was not void as a TUV, and the disclaimer was not approved.

The court found it premature to determine the specific nature of Bread's rights to the refund.

This case addresses a corporate deadlock within AnalytixInsight Inc. (ALY) between two factions of its board of directors, stemming from serious allegations of misconduct, including insider tipping, self-dealing, and material non-disclosure, against the former CEO and his allies.

The Applicant Faction sought an investigation under the Business Corporations Act (OBCA) and oppression remedy relief.

The court found a prima facie case of oppressive and dishonest conduct by the Respondent Faction, warranting immediate interim intervention.

An inspector was ordered to investigate the allegations, and the alleged wrongdoers were temporarily precluded from board participation, with an interim board appointed to ensure company functionality.

The Trustee of the Alexander Morris Sharpe Trust sought the court's advice and directions on whether legal fees for David and Natasha Sharpe could be paid from the trust, which was established for the "sole and exclusive" benefit of their minor son, Alexander Morris Sharpe.

The Office of the Children's Lawyer opposed, arguing the trust language was clear and restrictive.

The court ruled that the trust funds could not be used to pay the legal fees, as such payments would not be for the "sole and exclusive" benefit of the minor beneficiary, even if there was a collateral benefit.

The Bank of Nevis International Limited (BONIL) appealed the dismissal of its action against Mark Kucher and BNI Holdcorp Ltd. The motion judge had dismissed BONIL's action, determining that Nevis, not Ontario, was the proper forum based on an exclusive jurisdiction clause and, alternatively, forum non conveniens.

The Court of Appeal dismissed BONIL's appeal, upholding the motion judge's findings that the forum selection clause applied to Mr. Kucher despite him not being a direct party to the agreement, and that Nevis was the more appropriate forum.

The defendants, Coinbase Global, Inc., Coinbase, Inc., Coinbase Europe Limited, and Coinbase Canada Inc., brought a motion to dismiss a putative class action for want of jurisdiction and, alternatively, to permanently stay the action on the basis of forum non conveniens.

The plaintiff alleged that the defendants violated Ontario securities legislation by distributing crypto assets without complying with prospectus requirements.

The court found presence-based jurisdiction only over Coinbase Canada Inc. due to its business activities in Ontario.

However, the court found no presence-based, consent-based, or assumed jurisdiction over Coinbase Europe, Coinbase Inc., or Coinbase Global.

Consequently, the action against Coinbase Europe, Coinbase Inc., and Coinbase Global was dismissed.

The court then considered forum non conveniens for Coinbase Canada Inc., concluding that Ireland was a clearly more appropriate forum given that the plaintiff's claims arose from transactions with Coinbase Europe, which was domiciled in Ireland, and the lack of a class action framework in Ireland was not a decisive juridical disadvantage.

The action against Coinbase Canada Inc. was permanently stayed.

This endorsement addresses the costs of a successful motion by the Defendant, Andrew Rudensky, to set aside a noting in default and default judgment obtained by the Plaintiffs.

The Plaintiffs argued for no costs or an offset, asserting Mr. Rudensky's fault for the default.

The court found the Plaintiffs solely responsible for failing to properly serve Mr. Rudensky, thus dismissing their arguments regarding his alleged fault or delay.

The court also rejected Mr. Rudensky's claim for substantial indemnity costs under Rule 49.10, finding that his offer to settle was not "beaten" by the costs endorsement itself.

Ultimately, the court fixed Mr. Rudensky's partial indemnity costs at $79,253.40, payable by the Plaintiffs within 30 days.

The Receiver brought an unopposed motion for an order approving a Claims Adjudication Process, appointing a Claims Officer, and approving its Twentieth Report.

The court granted the motion but modified the proposed order to remove limitations on appeal rights and standard of review, noting that such issues remain to be determined by the court hearing any appeal, not by the Claims Officer.

The defendant, Andrew Rudensky, moved to set aside a default judgment and noting of default obtained by the plaintiffs for defamation.

The court found that the Amended Statement of Claim was not properly served on Mr. Rudensky at his place of residence, rendering the default judgment irregularly obtained.

Applying the "as of right" rule for irregularly obtained judgments, the court set aside both the default judgment and the noting of default.

The Court of Appeal considered appeals regarding the priority of claims in the receivership of Bridging Finance Inc. and its investment funds.

The motion judge had previously granted priority to Statutory Rescission Claims but denied it to Redemption Claims.

The Court of Appeal dismissed the appeal by Redemption Claimants, affirming that their claims had not crystallized and were subject to Bridging's discretion, thus lacking priority.

It allowed the appeal by General Unitholders, reversing the priority granted to Statutory Rescission Claims.

The court held that neither the language of the Ontario Securities Act (s. 130.1) nor the inherent nature of the rescission remedy provided a basis for statutory or de facto priority.

Consequently, the court ordered that all Unitholders, including Redemption Claimants, Statutory Rescission Claimants, and General Unitholders, shall rank pari passu with respect to the distribution of proceeds from the Bridging Funds.

The Plaintiffs, Anson Advisors Inc. and Moez Kassam, brought a motion for default judgment against Andrew Rudensky for defamation, seeking $500,000 in general damages and a permanent injunction.

Rudensky, who had been noted in default and had largely ignored the proceedings, appeared at the last minute to request an adjournment, which was denied.

The court found that the facts pleaded in the Amended Claim, deemed admitted by Rudensky's default, established the tort of defamation.

Considering the extensive and malicious nature of the online publications, the plaintiffs' professional standing, and the defendant's persistent and evasive conduct, the court awarded $450,000 in general damages and granted a permanent injunction to prevent further defamatory publications.

Costs were also awarded to the plaintiffs.

The Ontario Superior Court of Justice, Commercial List, addressed two issues in a case conference: a proposed motion by the defendants to amend their Amended Statement of Defence and Counterclaim, and a proposed anti-SLAPP motion.

The court granted leave to amend the pleading by consent.

However, the court declined to schedule the anti-SLAPP motion, finding it untimely given the action was nearly three years old and significant litigation steps had already occurred.

The court emphasized that anti-SLAPP motions are screening devices meant for early stages, not surrogates for summary judgment or trial, and that the evidence relied upon for timeliness was available much earlier.

The parties were directed to agree on a case management timetable to prepare for trial.

The Receiver brought a motion seeking court approval for two asset sale transactions (AMI Transaction and Bottom Line Transaction), associated sealing orders for confidential financial and employee information, and approval of its Sixteenth and Seventeenth Reports.

The court applied the Soundair Principles to approve the sales, finding the Receiver made sufficient effort to obtain the best price and acted with integrity.

The court also granted the sealing orders, applying the Sherman Estate test, to protect confidential economic terms, third-party contracts, and employee information, finding the benefits outweighed the impact on the open court principle.

All requested relief was granted.