Sandeep J. Joshi

The Ontario Securities Commission alleged that TeknoScan Systems Inc. and three of its officers and directors perpetrated a securities fraud and made misleading statements to investors regarding a share purchase transaction.

The Capital Markets Tribunal found that the respondents perpetrated a fraud on preferred shareholders who opted into the transaction by omitting fundamental and essential facts from a notice, rendering it objectively dishonest and misleading.

The Tribunal also found that TeknoScan made a materially misleading statement to shareholders, and that the individual respondents authorized, permitted, or acquiesced in this breach.

Allegations of making misleading statements to the Commission were dismissed.

The plaintiffs, representing a class of Barbados participating policyholders, brought an action against Manulife following the transfer of their policies to Life of Barbados (LOB) in 1996 and Manulife's subsequent demutualization in 1999.

The plaintiffs claimed that Manulife owed them a duty of care and a fiduciary duty to protect their rights to participate in the demutualization.

The court found that while it was reasonably foreseeable that Manulife would demutualize, no duty of care or fiduciary duty was owed to the plaintiffs because their rights as policyholders were lawfully extinguished by the transfer agreement, which was approved by regulators in Barbados and Canada.

The action was dismissed.

The City of Toronto applied for judicial review of decisions by the Toronto Licensing Tribunal to continue, subject to conditions, the restaurant licences of four establishments with histories of public health violations.

The City argued the decisions were patently unreasonable and that the Tribunal breached the rules of natural justice by misunderstanding its jurisdiction, failing to provide adequate reasons, and interfering in the hearing.

The Divisional Court dismissed the application, finding the Tribunal's decisions were supported by the evidence and that the hearings were conducted fairly without any breach of natural justice.

The appellant, SimEx Inc., acquired rights to certain films from IMAX Corporation under a Transfer Agreement.

A dispute arose when a third party, Robots of Mars, Inc., commenced arbitration in California claiming unpaid royalties under a prior Production Agreement with IMAX.

IMAX cross-claimed against SimEx, arguing SimEx assumed all liabilities under the Production Agreement.

SimEx applied for a declaration in Ontario that it was not bound by the Production Agreement's arbitration and royalty clauses.

The application judge dismissed the application, finding the assignment conveyed both benefits and burdens.

The Court of Appeal allowed the appeal, holding that the unambiguous terms of the Transfer Agreement only transferred ownership rights to the films, not the contractual obligations of the Production Agreement.