Samuel R. Rickett

The defendants moved to stay or dismiss an Ontario action for lack of jurisdiction and on the basis of forum non conveniens.

The dispute concerned whether a letter constituted a binding agreement requiring the transfer of wireless spectrum licences to the plaintiff.

The court held that Ontario had jurisdiction simpliciter because there was a good arguable case that the contract was made in Ontario and that the action concerned licences constituting personal property located in Ontario.

The defendants failed to rebut the presumptive connecting factors or demonstrate that California was clearly the more appropriate forum.

The motion to stay or dismiss was therefore refused.

The applicant, as Note Trustee of the Maple Trust, brought a motion for an order approving a marketing and sale process for the trust's assets following an Event of Default.

The motion was contested by a party who argued that any sale must obtain prior court approval.

The court approved the sale process but ordered that it include a provision requiring prior court approval for any transaction, applying the Soundair principles, to ensure the best possible price is obtained without unnecessary delay.

The corporation sought an order approving a proposed arrangement to collapse its dual-class share structure by purchasing for cancellation all outstanding Class B shares for consideration comprising 9 million newly issued Class A shares and US$300 million in cash.

The application judge approved the arrangement.

The opposing shareholders appealed, arguing the application judge erred in finding the arrangement fair and reasonable.

The Divisional Court dismissed the appeal, holding that the application judge correctly applied the BCE test.

The corporation was not required to demonstrate with certainty that the benefits of the arrangement would offset the costs, but only a reasonable prospect of clearly identified benefits.

The affirmative vote of the Class A shareholders was important evidence supporting the fairness of the arrangement.

Staff of the Ontario Securities Commission brought a hearing under section 127 of the Securities Act regarding Magna International Inc.'s proposed plan of arrangement to collapse its multiple voting share structure.

Staff alleged the management information circular lacked sufficient information and the transaction was contrary to the public interest.

The Commission found the proposed transaction was not abusive, but concluded the circular failed to provide shareholders with sufficient disclosure to make an informed decision, particularly given the lack of a board recommendation and the transaction's nature as a related party transaction.

The Commission ordered that the circular be amended to include specific material information, including financial analysis and alternatives considered by the special committee, before the shareholder vote could proceed.

The appellant purchased stock in bulk from a company in financial difficulty but failed to comply with the Bulk Sales Act.

The seller applied the proceeds of the sale against its debts owed to its two highest-ranking secured creditors.

The respondent, an unsecured creditor, commenced proceedings against the appellant seeking an accounting under s. 16(2) of the Act.

The Supreme Court of Canada allowed the appeal, holding that the buyer's duty to account must be interpreted purposively.

Since the proceeds were paid to priority-ranking creditors and the respondent was not deprived of any money it would have received on a ratable distribution, the appellant was not liable to account to the respondent.

H & R Block purchased stock in bulk from Tax Time without complying with the Bulk Sales Act, instead paying the entire proceeds to secured creditors.

National Trust, an unsecured creditor, sought an accounting under s. 16(2) of the Act.

The Court of Appeal held that H & R's unilateral decision to pay certain creditors was not a proper accounting under the Act, making H & R liable to National Trust for the debt existing at the time of the bulk sale.

However, the Court allowed the appeal in part, finding H & R was not liable for the costs of subsequent litigation between National Trust and Tax Time, as those were post-sale debts.

The appellant purchased a transport business and applied for a transfer of its extra-provincial operating licence.

While the application was pending, the appellant was granted a temporary licence.

The Ontario Highway Transport Board recommended refusing the transfer, but the Minister delayed his decision for several years.

When the Minister finally refused the transfer, he based his decision on the appellant's failure to show current financial stability but refused to accept further submissions.

The Supreme Court of Canada allowed the appeal and quashed the Minister's decision, holding that the Minister breached his duty to act fairly by requiring up-to-date proof of financial stability while simultaneously refusing to entertain further submissions.