R. Paul Steep

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.