Corporate/Commercial Law - SCJ

This endorsement grants several orders sought by the Applicants in ongoing Companies' Creditors Arrangement Act (CCAA) proceedings, including approval of the Monitor’s reports and activities, amendment of reporting obligations, addition of Block 6 Holding Inc. as an Applicant, approval of a property sale and related distributions, and the appointment of a mediator to address cost allocation issues among financiers.

The court finds all relief appropriate and supported by the record.

The court considered a motion for summary judgment by Jonathan Rosenthal, in his personal capacity, seeking dismissal of the oppression claim brought against him by Paragon Protection Ltd. and Rosencrantz & Guildenstern Inc. The central issue was whether the plaintiffs were proper "complainants" under section 245 of the Ontario Business Corporations Act and thus had standing to advance an oppression remedy claim.

The court found that the plaintiffs, not being current or former security holders or creditors of Tamstu-Harjon Holdings of Canada Limited, could not qualify as proper complainants based solely on their status as potential creditors arising from the litigation itself.

The motion for summary judgment was granted, dismissing the claim against Mr. Rosenthal personally.

The court considered whether a 2024 capital call made by the general partner of a real estate development limited partnership was valid under the partnership agreements and the Limited Partnerships Act.

The applicant, Dream Impact, argued the call was invalid and that it had not defaulted, or, alternatively, that any default was cured by other partners' contributions.

The court found the capital call was valid, Dream Impact defaulted by not contributing, but that after the other partners funded Dream Impact’s share and its interest was diluted, there was no continuing default.

The applicant’s put notice was found invalid.

This decision concerns the validity of a by-law amendment by Information Technology of Systems Ontario (ITSO) requiring member associations to maintain the same corporate structure and control as when they first became members, unless approved by ITSO’s board.

The Barrie & District Association of Realtors (BDAR) challenged the amendment, arguing it was a retroactive breach of contract, impermissibly vague, and made in bad faith to target BDAR.

The court dismissed the application, finding the amendment was not retroactive, was sufficiently clear, and was made for a legitimate purpose in the best interests of ITSO and its members.

The applicant, Mitsubishi HC Capital Canada Inc., sought the appointment of a receiver over the property of the respondent, Ribs Transport Inc., following defaults under a credit agreement and two settlement agreements.

The court found that a subsequent settlement agreement (the "Second Settlement Agreement") was binding and that Ribs had substantially complied with its terms, including making significant payments and arranging a required meeting, albeit late.

The court declined to appoint a receiver, holding that such an appointment was not just or convenient in the circumstances, and adjourned the application sine die, returnable on notice if the settlement was breached.

This decision concerns the transition of the receivership of the "The One" development project at Yonge and Bloor in Toronto to Companies’ Creditors Arrangement Act (CCAA) proceedings.

The court granted a discharge order for the receiver, an initial CCAA order, and approved a transaction with Tridel Builders Inc. for project completion.

The court also denied an adjournment request from a late-appearing stakeholder, approved the appointment of a monitor and chief restructuring officer, and authorized various charges and reliefs to facilitate restructuring and maximize value for stakeholders.

The court granted default judgment in favour of Lorenzo Orsetto and Ricardo Bigioni against 2416022 Ontario Ltd. and John Bigioni, finding that John’s conduct as an officer and director was oppressive and breached the reasonable expectations of the complainants under the Business Corporations Act.

The court ordered John’s removal as officer and director, the sale of his shares, and provided for judgment for any shortfall.

The decision reviews the principles of default judgment and oppression remedies, and applies them to the facts of the case.

This decision concerns a dispute arising from a series of real estate investments and construction projects between Darioush Nobahar (a builder) and Kambiz Heshmati (a real estate agent), along with their respective companies and associates.

The court addresses the parties' financial contributions, the breakdown of their business relationship, and the resulting claims and counterclaims for breach of contract and negligence.

The court finds that Nobahar abandoned the Deloraine project, dismisses his claims, and awards damages to the defendants on their counterclaim.

The Applicants sought approval of a Restructuring Framework Agreement (RFA) in ongoing CCAA proceedings.

The Court declined to approve the RFA, finding it neither necessary nor appropriate at this time.

The decision details the reasons for refusing approval, including concerns about the appropriateness of granting control and veto rights to the Lenders, the lack of disclosure of the Budget, and the sufficiency of existing court and Monitor oversight.

The Court also set out directions for ongoing cash flow monitoring and reporting by the Monitor.

This decision concerns the ongoing Companies’ Creditors Arrangement Act (CCAA) proceedings involving Hudson’s Bay Company ULC and related entities.

The Court addresses the extension of the stay of proceedings, approval of a liquidation sale, lease monetization process, and a sales and investment solicitation process (SISP).

The Court also considers the repayment of the DIP facility, approval of a Key Employee Retention Plan (KERP), and a sealing order for confidential employee information.

The Court grants most of the relief sought, defers approval of the Restructuring Support Agreement to allow further stakeholder review, and provides detailed reasons for each order.

The court considered whether Parkland Corporation was entitled to a permanent injunction and other relief against 2700455 Ontario Inc. for breach of an exclusive fuel supply agreement.

The court found that 270 breached the agreement by failing to provide a security deposit and by selling non-Parkland fuel.

The court rejected arguments of frustration and fundamental breach, held the exclusive supply clause enforceable, and granted a permanent injunction prohibiting 270 from selling non-Parkland fuel.

Damages were left for trial, and costs were awarded to Parkland.

The court considered a Rule 21 motion by Shell Canada Products and Tosh Skalosky to strike the claim against Skalosky personally.

The court found that the plaintiffs failed to plead material facts supporting personal liability against Skalosky, as required by law.

The claim against Skalosky was struck, but the plaintiffs were granted leave to amend their claim if they could plead sufficient facts.

Each party was ordered to bear their own costs.

The court was asked to decide between the debtors’ application for protection under the Companies' Creditors Arrangement Act (CCAA) and the Toronto-Dominion Bank’s application for the appointment of a receiver.

After reviewing the facts and arguments, the court concluded that it was most just and convenient to appoint a receiver, dismissing the CCAA application.

The decision reviews the history of the debtors’ restructuring efforts, the positions of the parties, and the legal principles governing the choice between CCAA and receivership, ultimately finding that the interests of the senior secured creditor should prevail in the circumstances.

The applicant, Edgewater Park Lodge Inc., sought a permanent injunction and statutory damages against the respondents, Robert and Carol Cadman, for operating a restaurant under the name “Red Canoe Family Restaurant,” which was found to be deceptively similar to the applicant’s “Red Canoe Restaurant.” The court found that the similarity of the names caused or was likely to cause confusion and granted a permanent injunction restraining the respondents from using the name or any similar name, as well as ordering statutory damages and the removal of all related social media and advertising.

The applicant, Lily Ror, sought to be removed as a director of Rovimat Group Inc. effective August 11, 2019, under the oppression remedy provisions of the Canada Business Corporations Act.

The court found that the conduct of the respondent, Rolando Pires, in dissolving and reviving the corporation without her knowledge, diluting her shareholding, and exposing her to personal liability, amounted to unfair prejudice and disregard of her interests as a director.

The court ordered her removal as director effective the requested date and awarded her costs.

This endorsement addresses a motion by Sandvine Corporation and related entities under the Companies’ Creditors Arrangement Act for approval of a Stalking Horse Transaction Agreement, a vesting order, and related relief.

The court denied an adjournment request by Telecom Egypt, found that all statutory and procedural requirements were met, and approved the transaction, assignments, limited releases, sealing of confidential materials, enhanced monitor powers, and an extension of the stay of proceedings.

The Monitor, FTI Consulting Canada Inc., brought a motion for an approval and vesting order in respect of the Purchased Assets and the sale thereof to Vault or an affiliate pursuant to the Rifco Asset Purchase Agreement, and for a stay extension order.

The Court approved the Rifco APA and the AVO, finding the process reasonable, the requirements of the Companies' Creditors Arrangement Act satisfied, and the transaction in the best interests of stakeholders.

The stay extension was also granted.

This decision resolves two related oppression applications concerning the ownership and management of a closely held family trucking and logistics business, the World Wide Group of Companies.

The court finds that, despite the corporate records, there was an oral agreement among the four principal family members (two brothers and two brothers-in-law) that they would be equal beneficial owners of the main operating company and related entities.

The court orders rectification of the share register and grants a buy-out remedy to effect a final separation of interests, given the irreparable breakdown in relationships and mutual trust.

The plaintiff, Bazar McBean LLP, sought judgment against the defendants, 1583057 Ontario Inc. (operating as The Pop Shoppe) and its principal Brian Alger, for unpaid accounting invoices.

The court considered whether the claims were statute-barred, the entitlement to payment under the invoices, Mr. Alger’s personal liability, and the entitlement to interest.

The court found that only one invoice was statute-barred, that the plaintiff was entitled to payment for the remaining invoices (with a minor reduction), that Mr. Alger was personally liable, and that interest was to be calculated at the Courts of Justice Act rate, not the contractual rate, due to the parties’ conduct.

The court approved a Settlement and Mutual Release Agreement regarding the administration of syndicated mortgage loans and projects affiliated with Fortress Real Developments Inc. The Trustee, FAAN Mortgage Administrators Inc., sought approval to enter into the agreement, direct payment of the settlement, and authorize distribution to investors.

The court found the settlement appropriate, noting no better alternatives existed and that the agreement provided certainty and at least a nominal recovery for investors after significant delay.