Corporate/Commercial Law - SCJ

The Applicants in a CCAA proceeding moved for approval of a subscription agreement and a reverse vesting transaction, along with a back-up agreement, releases, a claims process, a stay extension, and a sealing order.

The court found the reverse vesting structure necessary to preserve the value of the business as a going concern, particularly to maintain highly regulated cannabis licences and permits.

The transaction would satisfy all secured liabilities and leave a surplus for unsecured creditors.

The court approved the requested relief, noting it was unopposed and supported by the Monitor.

The applicant, a 20% shareholder and former director of the respondent corporation, sought production of financial statements and an order for a shareholders' meeting.

The matter was directed to a case conference under a new Toronto Civil List policy for short applications.

The respondents sought a last-minute adjournment citing a vague medical note, which the court denied due to a history of delay.

Applying the principle of proportionality and the need for a culture shift in civil justice, the court held it was appropriate to grant the substantive relief requested directly at the case conference rather than forcing the applicant to wait 14 months for a formal hearing.

The applicant husband brought a motion for an interim preservation order under Rule 45.01 of the Rules of Civil Procedure and section 12 of the Family Law Act to preserve the assets of several respondent corporations pending trial.

The applicant claimed legal and beneficial ownership of the corporations, which held a substantial real estate portfolio and private mortgage fund, while the respondent wife claimed her mother owned them.

The court found the applicant established a strong prima facie case of ownership and that the balance of convenience favoured preserving the unique corporate assets.

The court granted the preservation order for the corporate assets but declined to order preservation for specific residential properties under the Family Law Act.

The plaintiff, ID Inc., sued the Toronto Wholesale Produce Association (TWPA) and StrategyCorp for breach of contract, interference with economic relations, and conspiracy regarding a project to convert a static billboard at the Ontario Food Terminal to a digital sign.

The plaintiff alleged an oral agreement for a share of advertising revenue and a written Sale and Maintenance Agreement (SMA).

The court found no oral agreement existed but held that the TWPA breached the SMA and its duty of good faith by waiving a 360-day permit condition and then secretly contracting with a competitor.

Claims against StrategyCorp for interference, conspiracy, and breach of confidence were dismissed.

The plaintiff was awarded damages for lost profits on the construction and maintenance of the sign.

The applicant sought specific performance of an alleged agreement to purchase the respondents' shares in a corporation involved in the Thai medical cannabis industry.

The court found that the email correspondence between the parties constituted an agreement in principle, but not a binding contract, as essential terms regarding due diligence and disclosure remained unresolved.

However, the court found that a subsequent rights offering proposed by the respondents, which would have significantly diluted the applicant's minority shareholding at a below-market price, was oppressive.

The application for specific performance was dismissed, but the rights offering was permanently enjoined.

The plaintiff lender brought a motion for summary judgment seeking over $1.3 million in liquidated damages for the defendants' alleged breach of a commercial mortgage commitment letter.

The defendants failed to close the loan after being unable to acquire one of the properties intended as security.

The court dismissed the motion for summary judgment, finding genuine issues requiring a trial.

Specifically, the court found insufficient evidence to determine whether the plaintiff was actually ready, willing, and able to fund the loan on the closing date, and whether the substantial commitment fees and accelerated interest claimed constituted an unenforceable penalty under section 8 of the Interest Act.

The applicants sought an order to enforce Letters Rogatory issued by a New York Court in a U.S. securities class action, compelling production of documents from the respondent, a non-party Ontario corporation.

The respondent opposed the application, arguing the requests were overly broad, irrelevant, and unduly burdensome.

The court applied the Friction Division guideposts and granted the application on a narrowed basis, restricting the temporal scope of the production and establishing a staged process to manage the costs and burden of electronic document review.

Following a trial where the plaintiffs' claims were dismissed and the defendants' counterclaim was granted in part, the parties made submissions on costs.

The defendants sought substantial indemnity costs based on the plaintiff's oppressive conduct and a prior award of punitive damages.

The court declined to award substantial indemnity costs to the defendants, finding it would result in double compensation, and instead awarded partial indemnity costs subject to a significant discount for time spent on unsuccessful allegations.

The court also awarded substantial indemnity costs to a defendant to the counterclaim who successfully defended against unproven allegations of fraud.

The defendants brought a motion to dismiss the plaintiff's $1.2 billion action for delay under Rule 24.01 of the Rules of Civil Procedure.

The action, alleging fraudulent and negligent misrepresentation regarding a 2007 mining transaction, was commenced in Ontario in 2014 but remained at the pleadings stage.

The court found the delay of over eight years to be inordinate and inexcusable, rejecting the plaintiff's explanations regarding replacement of counsel, the pandemic, and health issues.

The court concluded that the delay caused actual prejudice to the defendants due to faded memories, the death of a key witness, and the potential loss of documentary evidence, thereby risking a fair trial.

The action was dismissed.

The plaintiffs sold a construction business to the defendants, with a portion of the purchase price secured by a vendor take back promissory note.

The defendants refused to pay the note, claiming set-offs for intercompany debt, retained bank balances, and a bookkeeping error that overstated accounts receivable.

The court held that the purchase price was fixed and not subject to adjustment for the intercompany debt, and that the bookkeeping error did not constitute a breach of warranty.

However, the court allowed a set-off for the retained bank balance, which the plaintiffs conceded should have been transferred on closing, reducing the amount owing on the promissory note.

The applicant sought the appointment of a full receiver over the properties and assets of the respondent power generation companies following significant monetary and operational defaults under loan agreements.

The respondents opposed a full receivership, arguing they had secured alternative financing, but consented to continuing an interim receivership.

The court found the proposed financing commitment highly conditional and uncertain, and noted the respondents' lack of interim funding, disarray in management, and risk to employees and operations.

Concluding it was just and convenient to protect the applicant's security, the court granted the application and appointed a full receiver.

The applicant brought a motion to compel arbitration of a dispute arising from a real estate development project governed by a Co-Ownership Agreement.

The parties agreed the dispute should be arbitrated but disagreed on whether the corporate mortgagees and individual guarantors were bound by the arbitration clause.

The court applied the competence-competence principle, holding that the arbitrator must determine their own jurisdiction and decide which parties are subject to the arbitration, as the issue involved mixed fact and law requiring contractual interpretation.

The plaintiff estate sought leave to amend its statement of claim mid-trial in a long-running family business dispute involving an oppression remedy claim.

The court granted leave for some amendments, finding they merely provided further particulars of the originally pleaded misappropriation of funds (e.g., the Stapledon loan allegations and the Stoke Lacey sale).

However, the court refused leave for other amendments (e.g., failure to pay property taxes and failure to complete audited financial statements), finding they constituted new, statute-barred causes of action that would cause actual and presumed non-compensable prejudice to the incapacitated defendant due to inordinate delay.

The court also refused amendments that amounted to a collateral attack on findings made in the first part of the bifurcated trial.

The Liquidator of Silicon Valley Bank Canada sought court approval of an asset purchase agreement with National Bank of Canada, as well as a sealing order over the unredacted agreement and a confidential comparative analysis.

The court applied the Soundair principles and found that the Liquidator made substantial efforts to canvass the market, the transaction was in the best interests of stakeholders, and the process was fair and efficacious.

The court also granted the sealing order, applying the Sherman Estate test, to protect the maximization of recovery in the event the transaction did not close.

The plaintiff brought a motion on consent to certify a class proceeding against the defendant bank regarding its practice of charging multiple non-sufficient funds (NSF) fees on re-presented pre-authorized debit transactions.

The court reviewed the five-part test under section 5(1) of the Class Proceedings Act, 1992.

Finding that the pleadings disclosed a cause of action in breach of contract and unjust enrichment, and that the other criteria including an identifiable class and common issues were met, the court granted the consent certification order.

The plaintiff brought a motion to certify two proposed class actions alleging a price-fixing conspiracy in the Canadian canned tuna market.

The plaintiff alleged that the defendants conspired to fix prices of canned tuna sold in Canada, relying on findings from US antitrust proceedings.

The court dismissed the certification motion, finding no basis in fact that the alleged conspiracy existed in Canada.

The court held that the plaintiff failed to satisfy the cause of action, common issues, and preferable procedure criteria, as the market structure and participants in Canada were different from those in the US, and the plaintiff's expert evidence was based on incorrect factual assumptions.

The plaintiffs, who operate a specialized First Nations Specific Claims insurance business, brought a motion for an interlocutory and permanent injunction against former employees and independent contractors who started a competing brokerage.

The plaintiffs sought to prohibit the defendants from competing, soliciting clients, and using confidential information.

The court dismissed the motion, finding no non-competition or non-solicitation agreements existed, and the plaintiffs failed to establish a strong prima facie case that the defendants misused proprietary information.

The court ordered the defendants to return and delete any of the plaintiffs' confidential information in their possession, as proposed by the defendants.

The defendant insurer brought a motion for summary judgment to dismiss the plaintiff's action for insurance coverage and bad faith.

The plaintiff had suffered a cybersecurity breach resulting in fraudulent long-distance calls, and voluntarily reimbursed its customers and paid its vendors before submitting a claim under its Tech Insure Policy.

The court granted summary judgment, finding no coverage under the policy's insuring agreements, that the contractual liability exclusion applied, and that the plaintiff breached the voluntary payments clause.

The bad faith claim was also dismissed as the insurer's denial was based on a reasonable interpretation of the policy.

The plaintiffs, auto dealers, purchased three vehicles from the defendants and subsequently sold them to third parties in the United States.

The defendant bank held prior registered security interests under the Personal Property Security Act against the vehicles.

The plaintiffs sued the bank seeking a declaration of ownership free of liens, alleging fraud by the sellers.

The bank moved for summary judgment to dismiss the claim and for judgment on its counterclaim for conversion.

The court granted the bank's motion, finding the plaintiffs had actual or constructive notice of the registered liens and intentionally committed acts inconsistent with the bank's possessory rights.

The plaintiffs' claim was dismissed, and the bank was awarded damages for conversion totaling $132,250.

The moving parties sought to enforce a settlement agreement entered into by three brothers to separate their financial interests in a family excavation and construction business.

One brother opposed the motion, arguing the agreement was merely an 'agreement to agree' and lacked essential terms.

The court found that the parties had reached a binding settlement on all essential terms, evidenced by the clear language of the agreement, their subsequent conduct, and partial performance.

The court declined to exercise its discretion to refuse enforcement, noting the strong public policy favouring settlements and the lack of any unconscionability or prejudice.

The motion was granted, and the settlement was ordered to be implemented with the assistance of an associate judge if necessary.