S.F. Dunphy J.

The plaintiff lender brought a motion for summary judgment against a lawyer who failed to honour an irrevocable direction to pay settlement funds to repay a litigation loan.

The lawyer had acknowledged the direction but mistakenly paid the settlement funds directly to his client.

The court found the lawyer personally liable for breaching his covenant, treating it akin to a solicitor's undertaking.

The plaintiff was awarded the principal amount plus contractual interest up to the date of the breach, and statutory prejudgment interest thereafter.

The claim against the lawyer's LLP was dismissed, and no costs were awarded.

The plaintiff employer brought a motion for an interlocutory injunction to shut down or restrict a competing deli opened by two former long-term employees.

The plaintiff argued the employees were fiduciaries.

The court found the employees were managers but not fiduciaries, as they lacked strategic authority and the employer was not peculiarly vulnerable to their departure.

The court also found the balance of convenience favoured the defendants and damages would be an adequate remedy.

The motion for an injunction was dismissed.

Following the dismissal of a motion brought by the purchaser against the Receiver for alleged breaches of an Asset Purchase Agreement, the court determined the quantum of costs payable to the Receiver.

The Receiver claimed $134,188.17, while the purchaser argued for $60,000.

The court deducted the Receiver's own non-legal professional staff time and reduced the overall amount based on proportionality and reasonableness, fixing the costs payable by the purchaser at $105,000 inclusive of disbursements and HST.

The plaintiff brought a motion for summary judgment in a wrongful dismissal action, arguing that the termination provisions in her employment agreement violated the Employment Standards Act, 2000 (ESA) and were therefore void.

The court found that the plaintiff, a sophisticated employee who received independent legal advice, entered into an agreement that explicitly incorporated ESA minimums and provided greater benefits in certain circumstances.

The court held that the 'just cause' provision did not contravene the ESA and dismissed the action against the parent and affiliate companies, finding no joint employer relationship.

The termination provisions were upheld as valid.

The plaintiff brought a motion for contempt against the defendant for breaching a permanent injunction prohibiting him from publishing defamatory statements about the plaintiff.

The court found beyond a reasonable doubt that the defendant intentionally published numerous defamatory posts on WeChat, breaching the clear order of which he had actual notice.

The court found the defendant guilty of civil contempt.

Although the plaintiff sought a 90-day jail term, the court declined to order incarceration, noting the defendant's change of heart and first-time offender status.

Instead, the court imposed a $35,000 fine, awarded full indemnity costs, ordered the deletion of the posts, required a public apology, and issued a further permanent injunction.

The plaintiffs sought to have their statement of claim treated as issued on June 25, 2019, the day the limitation period expired under the Insurance Act.

A paralegal had presented the claim to a court clerk before the 5:00 pm closing time, but the clerk refused to process it, stating his computer was shutting down.

The court found that the plaintiffs did all that was required to commence the proceeding in time and that the failure was solely due to court staff.

Exercising its inherent jurisdiction, the court granted a nunc pro tunc order declaring the claim issued on June 25, 2019, and dismissed the defendants' summary judgment motion.

The moving party purchaser sought damages or a $350,000 abatement of the purchase price, alleging the court-appointed Receiver breached an Asset Purchase Agreement and a Share Purchase Agreement by failing to act in good faith and use best efforts to preserve a cannabis license.

The court dismissed the motion, finding the Receiver had no authority over the excluded cannabis assets under its appointment order, the purchaser failed to discover the license's expiry date during its own due diligence, and the Receiver fully complied with its contractual obligations to negotiate and assist with a change of control.

Following the approval of an amended restructuring proposal under the Bankruptcy and Insolvency Act, two limited partner applicant groups sought costs for their participation in the proceedings.

The court declined to award costs, noting the Commercial List practice of generally not awarding costs in restructuring matters.

The court emphasized that restructuring is not a classic adversarial proceeding and that stakeholders should not be discouraged from participating by the threat of costs.

No order as to costs was made for the bankruptcy proceeding, though the court left open the possibility of addressing costs in the related civil proceedings if funds flow back to the partnership.

The debtors, YG Limited Partnership and YSL Residences Inc., sought court approval for version 2 of Amended Proposal #3 under the Bankruptcy and Insolvency Act, following the court's previous rejection of an earlier proposal.

The amended proposal addressed the court's prior concerns by treating related party claims as equity, ensuring construction lien claims did not dilute unsecured creditors' recoveries, and providing that any surplus funds would be returned to the limited partnership.

The court found the amended proposal to be reasonable, calculated to benefit the general body of creditors, and advanced in good faith, and therefore granted the order approving the proposal.

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 court-appointed Receiver brought a motion for directions regarding an offer to purchase a large Muskoka property en bloc.

The original buy-out order directed the Receiver to sever the property to allow departing members of the corporation to be paid their share while remaining members kept a retained parcel.

After four years of delays and significant expenses, the severance process was incomplete.

The court found it had jurisdiction to vary the original order due to materially changed circumstances.

The court directed the Receiver to halt the severance process and accept the en bloc purchase agreement, which had the support of the vast majority of stakeholders and represented fair market value.

The plaintiffs brought a motion for an interlocutory injunction to enforce non-competition and non-solicitation clauses against a former financial advisor who had sold his book of business to them seven years prior.

The court found the non-competition clause to be overbroad and unenforceable, but upheld the non-solicitation clause as reasonable and severable.

Finding a strong prima facie case of breach, irreparable harm, and a balance of convenience favouring the plaintiffs, the court granted a limited injunction prohibiting the defendant from soliciting his former clients and using the plaintiffs' business records.

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 plaintiffs brought a motion for a Certificate of Pending Litigation (CPL) over a Scarborough property owned by the defendants, alleging that funds advanced as unsecured debt for a different development were diverted to the Scarborough property, creating a constructive trust.

The court dismissed the motion, finding the plaintiffs failed to establish a triable issue regarding an interest in land.

The court also found that damages would be an adequate remedy and that the balance of convenience favoured maintaining the status quo to avoid disrupting the defendants' ongoing redevelopment efforts.

The plaintiffs were successful in their wrongful dismissal actions against the defendant and sought full indemnity costs capped at $50,000 each under Rule 76.12.1 of the Rules of Civil Procedure.

The defendant argued the costs claimed were disproportionate and excessive.

The court agreed with the defendant, finding the cases were simple, materially identical, and handled by common counsel, which should have resulted in substantial efficiencies.

The court rejected the claim for full indemnity costs and awarded a total of $50,000 inclusive of HST for both claims combined, plus disbursements, resulting in $26,117.08 for each plaintiff.

The defendants brought a motion to discharge a Certificate of Pending Litigation (CPL) obtained ex parte by the plaintiffs in a dispute over an alleged real estate joint venture.

The court found that the plaintiffs failed to make full and frank disclosure on the ex parte motion, specifically regarding guarantees and paid architectural services.

The court also determined that damages were an adequate remedy and the balance of convenience favoured discharging the CPL.

The CPL was discharged, subject to a condition requiring the defendants to provide 45 days' advance notice before transferring or encumbering the subject properties.

The Receiver brought a motion seeking approval of its activities, approval of a sales process for two properties, and an order requiring a tenant to disclose tenancy documentation.

The court declined to grant a generic approval of the Receiver's activities, finding it unnecessary.

The court ordered the tenant to comply with its disclosure obligations, rejecting the tenant's confidentiality objections.

The court approved the proposed sales process and listing agreements, subject to conditions including a time-limited sealing order for appraisals and the circulation of redacted listing proposals to the parties.

The applicant underwriters sought a declaration that the respondent issuer, Aphria Inc., was required to pay their ongoing legal fees in defending a proposed securities class action.

The class action alleged that the underwriters engaged in market manipulation prior to a prospectus offering.

Aphria argued that the indemnity in the underwriting agreement did not cover intentional wrongdoing.

The court held that the plain language of the indemnity clause required Aphria to pay defence costs for any claims arising from the underwriters' professional services, subject only to an exclusion if a court makes a final, non-appealable determination of fraud or willful misconduct.

As no such determination had been made, the application was granted.

The appellant creditor appealed a decision upholding the Trustee's disallowance of its unsecured claim in the bankruptcy.

The claim was based on a promissory note and subsequent agreement, but no payments or acknowledgments had been made for over two years prior to the bankruptcy, rendering it statute-barred under the Limitations Act, 2002.

The court held that a statute-barred claim, being unenforceable at law, is not a claim to which the bankrupt is 'subject' under section 121(1) of the Bankruptcy and Insolvency Act, and is therefore not provable in bankruptcy.

The appeal was dismissed.

The moving party sought the release of escrow funds following the sale of a distressed condominium project.

The dispute centered on whether the Minutes of Settlement required the property owner to pay property taxes that accrued prior to closing.

The court applied principles of commercial contractual interpretation and found that the plain language of the agreement only required the owner to continue paying operating expenses it was already paying at the time of execution.

Since property taxes had been deferred for months prior to the agreement, the owner was not obligated to pay them.

The court ordered the disputed funds released to the moving party.