Seumas M. Woods

This appeal concerned the interpretation of a prior summary judgment order that set aside and unwound a corporate reorganization.

The appellants argued the order applied to only six of seven entities involved in rooftop solar projects, excluding one.

The Court of Appeal upheld the motion judge's interpretation, finding that the original order intended to unwind the reorganization for all seven entities, as it would make no sense to exclude one given the context of the initial findings of oppression and the single reorganization event.

The plaintiffs in two proposed class actions sought leave to discontinue their actions under section 29(1) of the Class Proceedings Act, 1992.

The decision to discontinue was based on elevated litigation risks due to newly disclosed facts in the defendants' Statement of Defence and the inability to secure third-party funding.

The parties entered into a discontinuance agreement, which included the defendants paying $225,000 for the plaintiffs' counsel's disbursements, no release of individual claims, and no costs sought by the defendants.

The court granted leave to discontinue, finding no prejudice to the putative class, especially given that no class notice had been disseminated and a Notice Plan was in place to inform those who had registered for updates.

This application sought court approval for a plan of arrangement under section 182 of the Ontario Business Corporations Act, involving the acquisition of Magnet Forensics Inc. by Morpheus Purchaser Inc. The arrangement included the acquisition of all issued and outstanding shares, options, DSUs, and RSUs of Magnet, with different pricing for 'Rolling Shareholders' who would maintain an equity interest in the combined entity.

The court applied the three-part test for approving arrangements, assessing whether statutory procedures were met, the application was in good faith, and the arrangement was fair and reasonable.

Despite some shareholder dissent, which was below the termination threshold, the arrangement was approved, satisfying all legal requirements.

The plaintiff sought partial indemnity costs of $290,704 following a successful bifurcated certification motion in a class action against the defendant.

The defendant argued the costs should be reduced by 50% because the plaintiff was successful in certifying the common law negligence claim but unsuccessful in certifying the statutory misrepresentation claim.

The court rejected the defendant's argument, finding that the plaintiff was the successful party in a complex, hard-fought motion and that divided success on specific claims does not necessarily warrant a reduction in costs.

The plaintiff was awarded the full amount claimed.

The plaintiff brought a motion to certify a class action against the manager of an exchange-traded fund (ETF) that suffered catastrophic losses following a spike in market volatility.

The plaintiff advanced claims in common law negligence and statutory misrepresentation under s. 130 of the Securities Act.

The court certified the common law negligence claim, finding it met all certification criteria.

However, the court refused to certify the s. 130 claim because the plaintiff could not satisfy the identifiable class criterion, as it was impossible to prove which investors purchased 'Creation Units' directly from the manager versus units on the secondary market.

The plaintiff sought to certify a class action against the manager of a complex, passively managed exchange-traded fund (ETF) after the fund's value collapsed, causing significant losses to retail investors.

The plaintiff alleged common law negligence for designing and selling a risky product and failing to actively manage it, as well as a statutory claim under s. 130 of the Securities Act for misrepresentations.

The court dismissed the certification motion and the action, finding it plain and obvious that the pleadings disclosed no reasonable cause of action.

The court held that the negligence claim was an unprecedented attempt to recover pure economic loss for a 'shoddy' financial product, and that the statutory claim for ETF trading properly falls under the secondary market liability provisions of Part XXIII.1 (s. 138.3), not the primary market provisions of s. 130.