Corporate/Commercial Law - SCJ

The plaintiff, an Ontario resident, booked a cruise with the defendant and subsequently sued in Ontario for injuries sustained from a slip and fall on the ship.

The defendant moved to stay the action based on a forum selection clause in the ticket contract that conferred exclusive jurisdiction to Florida courts.

The court applied the two-step test for forum selection clauses, finding the clause valid, clear, and enforceable, and rejecting arguments of unconscionability.

The plaintiff failed to show strong cause to decline enforcement.

The court also set aside the service ex juris, noting the plaintiff relied on a revoked rule.

The motion was granted and the action stayed.

The plaintiff, a co-founder of 1PLUS12, brought an action against numerous defendants, including the corporation's lawyers and investors, alleging a Ponzi scheme and claiming unpaid compensation.

Several groups of defendants brought motions to strike the statement of claim under Rules 21.01 and 25.11 of the Rules of Civil Procedure.

The court struck the plaintiff's affidavit and the claims against the investors, finding the plaintiff lacked standing to advance claims on their behalf.

The court also struck certain scandalous and irrelevant paragraphs from the pleadings.

However, the court dismissed the motions to strike the entirety of the claims against the defendant lawyers and law firms, finding it was not plain and obvious that the claims for negligence and misrepresentation would fail.

In a receivership proceeding, the Receiver brought a motion for declaratory relief regarding amounts owed under a loan and mortgage by the respondents.

The respondents brought a cross-motion arguing the Receiver's claim was barred by the two-year limitation period under the British Columbia Limitation Act.

The court found that while the respondents had not acknowledged liability to extend the limitation period, a prior petition commenced by the respondents in British Columbia within the limitation period preserved the claim.

The court held the Receiver's motion was not statute-barred and could proceed to be determined on its merits.

Harte Gold Corp. sought approval of a sale of its mining enterprise to a strategic purchaser via a reverse vesting order (RVO) under the CCAA.

The transaction involved the cancellation of existing shares, the issuance of new shares to the purchaser, and the vesting out of excluded assets and liabilities to newly formed entities.

The court found that it had jurisdiction under section 11 of the CCAA to grant an RVO and applied the section 36(3) factors to assess its appropriateness.

The court approved the transaction, finding it was the best outcome reasonably available, preserved necessary mining licenses and permits, and was overwhelmingly positive for creditors and stakeholders.

The court also granted an extension of the stay of proceedings and expanded the Monitor's powers.

The debtors, YG Limited Partnership and YSL Residences Inc., sought court approval of a bankruptcy proposal under the Bankruptcy and Insolvency Act.

Two groups of limited partners opposed the proposal, arguing it was not reasonable, was advanced in bad faith, and improperly treated related-party advances as debt rather than equity.

The court refused to approve the proposal, finding that the related-party claims were equity claims, the proposal sponsor had improperly induced unaffected lien claimants to vote as affected creditors, and the general partner had breached its fiduciary duties by advancing a proposal designed to benefit related parties at the expense of the limited partners.

The plaintiff brought a motion for leave to proceed with a secondary market securities class action under the Securities Act and a motion for certification under the Class Proceedings Act.

The claim alleged that the defendant cannabis company and its directors made thousands of misrepresentations regarding revenue recognition, which were later corrected in restated financial statements.

The court dismissed the motion for leave, finding no reasonable possibility that the plaintiff could prove the alleged misrepresentations had a material impact on the share price.

Consequently, the court also dismissed the certification motion, as the pleadings failed to disclose a viable cause of action for the remaining common law and oppression claims.

The Applicants, licensed cannabis producers, sought court approval and sanction of their second amended and restated plan of compromise and arrangement under the CCAA.

The Plan aimed to implement a settlement framework for multiple securities class actions arising from the Applicants' illegal cannabis growing operations.

While the court found the Allocation and Distribution Scheme reasonable and rejected KPMG's complaint about being excluded from voting, it refused to sanction the Plan.

The court held that the Plan's provisions regarding the assignment of claims against KPMG and the Judgment Reduction Provision in the Bar Order were not fair and reasonable to the non-settling defendants, as they failed to limit the non-settling defendants' liability to several liability.

In the receivership proceedings of Bridging Finance Inc. and related entities, the Receiver brought a motion seeking approval of a Key Employee Retention Plan (KERP), a tolling order for limitation periods, a sealing order for confidential appendices, and the formation of Limited Partner Advisory Committees (LPACs).

An Ad Hoc Group of Retail Investors brought a cross-motion seeking the appointment of Representative Counsel.

The court granted the Receiver's requests, finding the KERP necessary, the sealing order justified under the Sherman Estate test, and the LPACs appropriate for providing input during the strategic review.

The court time-limited the LPACs to 60 days and dismissed the motion for Representative Counsel with leave to reassess in 60 days, prioritizing the portfolio review before addressing allocation issues.

The Bank of Montreal applied for a receiver over a group of fitness clubs (the Crunch Group) following defaults on credit facilities.

The parties reached an agreement where the debtors' nominee would purchase the debt and security.

The Bank accepted the offer but subsequently refused to provide a fully executed copy of the agreement, causing the purchaser to lose financing and fail to close on the scheduled date.

The court found the Bank's actions, including abruptly closing the debtors' bank accounts and unreasonably refusing to deliver the executed agreement, breached the duty of good faith.

The court ordered the Bank to close the transaction.

The plaintiff bank brought a motion for summary judgment against a corporate defendant and its principal for defaulting on a small business loan and personal guarantee.

The defendants argued they did not receive independent legal advice and that the COVID-19 pandemic frustrated the contract, as their restaurant was forced to close.

The court granted summary judgment, finding no requirement for independent legal advice and holding that the pandemic did not render the repayment obligations radically different from what was originally agreed.

The plaintiff in a price-fixing class action sought approval of a settlement with the sole individual defendant.

The settlement provided no monetary compensation but required the defendant to provide extensive cooperation, including an evidentiary proffer, interviews, document exchange, and trial testimony.

The court approved the settlement under s. 29 of the Class Proceedings Act, finding it fair, reasonable, and in the best interests of the class, as the defendant's inside information offered significant strategic value against the remaining corporate defendants.

The applicant, a not-for-profit corporation, sought declarations validating the election of its board of directors and the subsequent removal of two former directors.

The respondent former directors challenged their removal, arguing that the board's temporary retirement at the annual general meeting left the corporation without members to re-elect them, and that they were denied procedural fairness.

The court rejected the respondents' literal interpretation of the by-laws to avoid commercial absurdity, finding the board was properly elected.

The court also held that the respondents received adequate notice and were not denied natural justice.

The applicant's application was granted.

The applicant, a secured creditor and shareholder of the respondent, applied to appoint a receiver over the respondent's assets, which primarily consisted of patents for waste-to-energy technology.

A founder and shareholder of the respondent moved to stay the application, arguing the dispute over the validity of the applicant's security should be arbitrated under a unanimous shareholder agreement.

The court dismissed the motion to stay and granted the receivership application, finding that the respondent lacked funds to maintain its patents or participate in arbitration, and a court-appointed receiver was necessary to preserve the intellectual property and determine creditor priorities.

The applicant and respondent, former spouses, were involved in a shareholder dispute regarding a family-owned real estate holding company.

The parties agreed that the respondent would purchase the applicant's 40% share, but disputed the valuation date.

The applicant sought a valuation at the date of the hearing, alleging oppressive conduct, while the respondent sought a valuation at the date he commenced his application in 2015.

The court found that the respondent's failure to provide financial disclosure constituted oppressive conduct and was not statute-barred.

However, considering the delays caused by both parties and the applicant's lack of involvement in the company, the court determined that the fair and just valuation date was the corporate year-end in 2017.

This decision encompasses the Phase II supplementary reasons and the appended Phase I trial reasons regarding a dispute over a Share Purchase Agreement (SPA) for an insurance brokerage.

In Phase I, the court found that the defendants breached the SPA and acted oppressively by constructively dismissing key employees, which negatively impacted the target EBITDA.

The court also ruled that any reduction in the purchase price for failing to meet the target EBITDA was limited to the value of the Preferred Shares.

In Phase II, the court adopted the parties' joint submissions resolving the remaining factual and legal issues regarding specific EBITDA adjustments, directing the parties to proceed to Phase III to calculate the final deferred payment.

The defendants brought a second motion to strike the plaintiff's re-amended statement of claim in an action arising from a Ponzi scheme.

The court found that the plaintiff had addressed the deficiencies identified in a previous decision regarding the damages claimed against most defendants.

However, the court struck the claim against two defendants (the McKillips) without leave to amend, finding no material facts were pleaded to establish a duty of care.

The court also held that the defendants were precluded from raising new arguments about the duty of care that they could have raised on their first motion to strike, as serial attacks on a pleading constitute an abuse of process.

During a case conference in a joint venture dispute, the parties agreed that the plaintiff's counsel was in a conflict of interest and should be removed as solicitor of record for a jointly-owned corporation in a related solicitor's negligence action.

The court granted the order removing counsel and directed that the corporation would have 30 days to retain new counsel or seek leave to be represented by a non-lawyer.

The court deferred the defendants' request for immediate production of the complete solicitor's file until new counsel is retained.

The plaintiff insurance brokerage moved for partial summary judgment seeking a declaration that the defendant taxi management company held insurance premiums collected from its fleet members in trust for the insurer.

The court granted partial summary judgment regarding the first insurance contract (RSA Contract), finding a statutory trust arose under section 402 of the Insurance Act because the defendant acted as an agent in negotiating the insurance and received premium monies.

The court declined to grant partial summary judgment regarding the second insurance contract (FA Contract) due to factual complexities, but ordered the defendant to pay the collected premiums into court.

The defendants (moving parties) sought an interlocutory injunction against the plaintiffs (responding parties) arising from the termination of a distribution agreement.

The court found that the agreement had been terminated with reasonable notice in August 2015.

The court dismissed the motion for an injunction, holding that the moving parties failed to demonstrate irreparable harm, as they delayed over two years in seeking relief and failed to provide a meaningful undertaking as to damages.

The court also found the balance of convenience favoured the responding parties.

The plaintiffs brought two actions against their insurer for business interruption and property losses following an Indian meal moth infestation and the subsequent receivership of related companies.

In the first action, the court found the claimed losses were not 'direct losses' under the policy and that the receivership was not a covered peril.

In the second action, the court held that the property loss claim was barred by the one-year contractual limitation period, but the rolling business interruption claim beginning one year before the action was commenced could proceed.

The court granted the plaintiffs relief from forfeiture for inadequate proofs of loss and dismissed the insurer's abuse of process and vitiation defences.