Rui Gao

Following a trial where the plaintiff was awarded $2,608,798 in damages and successfully defended a counterclaim, the court determined costs and pre-judgment interest.

The court rejected the defendants' request for a distributive costs analysis and the plaintiff's request for substantial indemnity costs, finding the defendants' discovery breaches did not amount to reprehensible conduct.

Costs were fixed at $1,900,000 on a partial indemnity basis.

The court also calculated pre-judgment interest on the past pecuniary loss at the statutory rate of 2% applied in six-month intervals pursuant to s. 128(3) of the Courts of Justice Act, totaling $161,866.13.

This costs endorsement addresses the appropriate scale and quantum of costs following a trial between Heywood Innovative Solutions Inc. and The State Group Inc. regarding unpaid invoices and a counterclaim for damages.

The court found divided success, with Heywood more successful overall, and awarded partial indemnity costs and disbursements, but at a significantly reduced amount due to concerns about proportionality and litigation conduct.

The plaintiff, Heywood Innovative Solutions Inc., brought an action against the defendant, The State Group Inc., seeking payment of outstanding invoices for pipeline coating inspection services.

The defendant counterclaimed, arguing that the plaintiff's failure to provide daily inspection reports constituted a fundamental breach of contract that deprived them of the contract's benefit.

The court found that while the contract did require the daily reports and the plaintiff breached this term, it did not amount to a fundamental breach.

Consequently, the court ordered the defendant to pay the outstanding invoices, subject to a set-off for damages caused by the plaintiff's breach, resulting in a net award of $164,577.54 to the plaintiff.

The Body Shop Canada Limited (TBS Canada) brought companion motions in its CCAA proceeding seeking approval of an asset purchase agreement (APA), a sealing order, corporate name change, assignment of material agreements, expansion of the Monitor's powers, a declaration of WEPPA eligibility for terminated employees, and an extension of the stay of proceedings.

A key aspect was seeking declaratory relief regarding franchise disclosure obligations under the Arthur Wishart Act, 2000, to facilitate the APA closing, as the UK Purchaser could not provide a disclosure document within the required timeframe.

The court granted all requested relief, finding the APA transaction beneficial for stakeholders, the sale process reasonable, and the franchise disclosure exemption appropriate given the Purchaser's sophistication and consent, and the critical need to close the transaction to preserve jobs and value.

The Ontario Securities Commission alleged that the respondents engaged in an illegal distribution of Canopy Growth Corporation shares and that Cormark and Kennedy failed to deal fairly, honestly, and in good faith with Canopy, or alternatively, acted contrary to the public interest.

The allegations centered on a series of transactions involving a private placement, a securities loan agreement, and short sales executed when Canopy was added to the TSX composite index.

The Capital Markets Tribunal dismissed all allegations, finding that the transactions did not constitute an illegal distribution under the extended definition, Canopy was not a client of Cormark or Kennedy, and the respondents did not mislead Canopy or otherwise engage the Tribunal's public interest jurisdiction.

The Plaintiff, Behold Control Equipment Inc., and Trevor Strauss (the 'Behold Parties') brought a pre-trial motion seeking a sealing order for 26 documents, comprising technical specifications and pricing/profitability analysis, intended to be tendered as evidence at trial.

They argued the documents contained confidential and commercially sensitive information, the public disclosure of which would harm their competitive ability.

The Defendants did not oppose the motion.

The court declined to grant the sealing order, finding that the Behold Parties had not provided sufficient fact-based evidence to satisfy the Sherman test for confidentiality, particularly regarding whether the information was truly confidential, not in the public domain, and whether reasonable alternatives existed.

The court emphasized that the determination of confidentiality and the necessity of a sealing order were central issues best decided at trial on a full evidentiary record, rather than on an interlocutory pre-trial motion.

The Independent Electricity System Operator (IESO) appealed a lower court's interpretation of its standard-form "feed-in-tariff" (FIT 1) contracts with solar energy suppliers.

The dispute centered on whether suppliers breached contracts by "optimizing" their facilities (installing more efficient solar panels) without IESO's consent, specifically regarding changes to DC energy capacity and DC/AC ratio.

The application judge found that consent was only required for features outlined in the application or contract cover page, which did not include DC capacity or DC/AC ratio.

The Court of Appeal upheld this interpretation, dismissing IESO's appeal, finding no reversible error in the application judge's reasoning regarding contract interpretation or the impact of optimizations on metering plans.

This is a costs endorsement following a decision where solar energy suppliers (the "Suppliers") successfully argued that their "Optimizations" did not constitute "Contract Facility Amendments" under their Feed-in-Tariff (FIT) contracts with the Independent Electricity System Operator (IESO).

The Suppliers sought approximately $2 million in partial indemnity costs, while the IESO proposed around $817,000.

The court, applying Rule 57 factors, found the issues complex and high-stakes for both parties.

Despite the Suppliers' higher learning curve and efficient litigation, the court deemed their claimed hours disproportionate.

The court fixed the aggregate partial indemnity legal fees at $1 million, plus disbursements of $270,000 (less specific deductions), finding this amount fair, reasonable, and proportionate given all circumstances.

The Independent Electricity System Operator (IESO) sought to prevent solar energy suppliers from increasing their DC capacity, arguing it constituted a 'Contract Facility Amendment' requiring IESO consent under Feed-in-Tariff (FIT) 1.3 and 1.5 contracts.

The suppliers argued that such 'Optimizations' did not require consent as they did not alter features explicitly outlined in the contract application or cover page, and did not exceed AC capacity limits.

The court found that the Optimizations were not Contract Facility Amendments requiring IESO notice and consent, as DC capacity was not an 'outlined' feature in the contracts.

The suppliers' applications for declarations were granted, and the IESO's counter-applications were dismissed.

Following a successful application regarding a restructuring support agreement, the applicants sought full indemnity costs of approximately $1.18 million based on a contractual covenant.

The respondents argued for partial indemnity costs.

The court held that while the contractual provision for full indemnity was an important factor, it did not override the court's discretion to fix an amount that is fair and reasonable.

Finding the hours docketed by the applicants' counsel excessive for a one-issue case, the court awarded a global all-inclusive costs amount of $800,000.

The applicants sought a declaration regarding the interpretation of the 'Outside Date' in a restructuring support agreement.

The respondent, a cannabis company, argued that any extension of the Outside Date required its initiation or consent.

The court found that the plain and ordinary meaning of the agreement allowed the lenders to automatically extend the Outside Date upon their written consent, acting reasonably, without the need for the respondent's consent.

The court granted the declaration sought by the applicants.

The applicant brought an ex parte initial application for an interim order relating to a proposed plan of arrangement under the Business Corporations Act.

The court granted the interim order but issued this endorsement to provide directions to the bar regarding the information that should be included in factums for such applications.

The court emphasized that while the purpose of an interim motion is not to assess the ultimate fairness of the plan, the court still requires concrete qualitative and quantitative explanations of fairness to determine appropriate terms of service and meeting parameters.