Shane C. D’Souza

The plaintiff brought motions for court approval of a $1.95 million settlement agreement and class counsel fees in a class action against BMO Trust Company and BMO InvestorLine Inc. The action alleged the defendants excessively withheld taxes on RRIF withdrawals.

The court approved the settlement, finding it fair and reasonable given the significant litigation risks, including a statutory bar defence under the Income Tax Act.

The court also approved a cy-près distribution of the net settlement funds to HelpAge Canada, as direct distribution to class members was deemed impractical and disproportionately costly.

Class counsel's 30% contingency fee and disbursements were approved as fair and reasonable.

Following the dismissal of the plaintiff's action for breach of fiduciary duty and knowing assistance, the defendants sought costs.

The Primary Defendants sought full indemnification pursuant to the plaintiff's corporate by-laws, while the Consultant Defendants sought full indemnity costs based on the plaintiff's unfounded allegations of dishonesty and self-dealing.

The court awarded the Primary Defendants full indemnification totaling over $9.4 million, finding no reason to depart from the by-laws.

The Consultant Defendants were awarded substantial indemnity costs of approximately $2.4 million, as the plaintiff's conduct in pursuing serious, unfounded allegations justified an elevated scale of costs.

The applicant, a private party, sought standing to bring an application under s. 127(1) of the Securities Act to cease trade the shares of the respondent corporation.

The applicant alleged the respondent's non-offering prospectus contained a misrepresentation regarding the completion of an amalgamation with its Peruvian subsidiary, which the applicant argued could prejudice its contingent creditor claim in Peru.

The Capital Markets Tribunal dismissed the motion for standing, finding that the applicant failed to raise its concerns with Commission staff first, the allegations did not raise a novel securities law issue, the Tribunal was not the appropriate forum to adjudicate Peruvian corporate law, and the applicant was not directly affected by the alleged conduct.

The applicant sought a cease trade order against the respondent, alleging its prospectus contained a material misrepresentation regarding an amalgamation in Peru.

The respondent requested that the proceeding be bifurcated to determine the applicant's standing before hearing the merits.

The Tribunal granted the request to bifurcate, finding no urgency, meaningfully different issues between the standing and merits stages, and potential efficiencies in separating the hearings.

A schedule for the bifurcated proceeding was ordered.

The Ontario Securities Commission alleged that the respondents violated Multilateral Instrument 91-102 by offering binary options to Ontario residents through an online trading platform, Polymarket.

The parties reached a settlement agreement wherein the respondents agreed to pay a voluntary payment of $22,966.75 USD, an administrative penalty of $200,000 CAD, and investigation costs of $25,000 CAD, along with market bans and an undertaking to restrict Ontario access.

The Capital Markets Tribunal approved the settlement, finding it reasonable and in the public interest.

On a motion under the Class Proceedings Act, 1992, the court approved the settlement of a class action alleging that a mutual fund manager and trustee improperly paid trailing commissions to discount brokers, thereby diminishing fund assets.

The court held the $8.5 million non-reversionary settlement was fair, reasonable, and in the best interests of the class, emphasizing the arms’-length negotiations, substantial litigation risks, limitation defences, expert-supported valuation, and efficient distribution method combining direct deposits for current unitholders with a simplified claims process for former unitholders.

The court also approved class counsel fees, taxes, disbursements, litigation funding payments, and a modest honorarium for the representative plaintiff.

The certification question itself was not decided on this motion.

This motion concerned the approval of a class action settlement regarding trailing commissions paid by TD Asset Management Inc. to discount brokers.

The plaintiff alleged improper payments and misrepresentations.

The court approved a $70.25 million settlement for the class, along with the proposed notice plan, distribution protocol, and appointment of an administrator.

The court also approved class counsel fees and disbursements, an interim payment to the litigation funder, release of the funder's security, and an honorarium for the representative plaintiff.

The plaintiff moved, with the defendant's consent, for an order certifying a class proceeding for settlement purposes under the Class Proceedings Act, 1992.

The action concerned the payment of trailing commissions to discount brokers from TD Mutual Funds, allegedly diminishing unit value due to breach of fiduciary duty.

The court found all certification criteria met, including disclosure of a cause of action, an identifiable class, common issues (breach of fiduciary duty), and that a class proceeding was the preferable procedure, especially in the context of a settlement.

The proposed representative plaintiff was deemed adequate, and the notice plan, long-form and short-form notices, and opt-out process were approved.

The action was certified for settlement purposes.

This case involved a shareholder dispute where OneMove Capital Corporation sought to affirm the validity of its proposal under s. 99 of the Ontario Business Corporations Act (OBCA) to remove and replace a director, and to compel Dye & Durham Limited to include this proposal in its information circular.

Dye & Durham brought a counter-application to omit the proposal and sought a declaration that OneMove and Tyler Proud breached a 2020 Investor Rights Agreement (IRA).

The court ruled that a shareholder cannot use the s. 99 proposal mechanism to remove a director, as director removal requires a special meeting requisitioned under s. 105 of the OBCA.

However, the court also found that OneMove's proposal, if permissible, would not fall under the "personal grievance" exception of s. 99(5)(b) or (b.1), as it related significantly to the company's business affairs.

Furthermore, the court determined that the IRA did not prohibit OneMove from seeking to remove its nominee director through proper OBCA channels, and dismissed Dye & Durham's other alleged breaches of the IRA as theoretical.

The plaintiff and several defendants brought cross-motions to compel answers to undertakings, questions taken under advisement, and refusals from examinations for discovery.

The underlying action involves allegations by the plaintiff that the defendants engaged in a plan to cause financial harm and confer unlawful benefits upon their departure from the organization.

The court applied principles of relevance and proportionality, ordering the parties to answer certain questions and fulfill specific undertakings while upholding refusals for questions that were irrelevant, disproportionate, or improper.

The applicant brought a motion for the production of notes made by an adjudicator who resigned from the discipline committee panel before a decision was rendered.

The applicant sought the notes to support a motion to set aside the underlying decision based on fresh evidence, alleging bias and a breach of natural justice.

The Divisional Court dismissed the motion, finding no procedural basis to order production under Rule 30.06 in a statutory appeal.

Furthermore, the court held that the notes were protected by deliberative secrecy, and the applicant's speculative allegations did not meet the threshold to lift the privilege.

This application sought court approval for a plan of arrangement under the Business Corporations Act (Ontario) and the Trustee Act, involving Noranda Income Fund, 1884699 Ontario Inc., and Glencore Canada Corporation.

The arrangement facilitated Glencore's acquisition of all issued and outstanding priority units of the Fund for $1.98 per unit.

The court addressed the jurisdictional question regarding arrangements involving trusts, concluding it had jurisdiction under section 60 of the Trustee Act, applying an analogous test to corporate arrangements.

The court found the arrangement met the three requirements for approval: compliance with statutory and court-ordered requirements, good faith, and fairness and reasonableness, supported by independent advice, strong unitholder approval, and no dissent.

The application was granted.

The plaintiffs in two putative class actions sought leave to discontinue one action entirely and partially discontinue the second against all but one defendant group.

This procedural step aimed to streamline the proceedings by converting omnibus actions into separate class proceedings against distinct defendant groups.

The defendants did not oppose the requests.

The court granted leave for both discontinuances, recognizing the efficiency gains.

This is an appeal from a Superior Court order appointing a receiver and manager for Go-To Developments Holdings Inc. and related entities, and continuing freeze directions, following an Ontario Securities Commission investigation into alleged securities law breaches, including misappropriation of investor funds by Oscar Furtado.

The appellants challenged the application judge's denial of an adjournment and the admission of Mr. Furtado's examination transcripts.

The Court of Appeal dismissed the appeal, finding no error in the adjournment denial, especially in light of fresh evidence demonstrating further misconduct by Mr. Furtado.

The court declined to address the admissibility of transcripts as the issue was not raised below.

Cineplex and Cineworld entered into an Arrangement Agreement for Cineworld to acquire Cineplex for $2.8 billion.

Following the outbreak of the COVID-19 pandemic and mandated theatre closures, Cineplex deferred payments to landlords and suppliers to manage liquidity.

Cineworld terminated the agreement, alleging Cineplex breached the ordinary course covenant.

The court found that Cineplex's cash management measures were commercially reasonable and did not breach the agreement, noting that the pandemic risk was allocated to Cineworld under the Material Adverse Effect clause.

Cineworld's termination was a repudiation, and Cineplex was awarded $1.24 billion in damages for lost synergies and transaction costs.

The plaintiffs brought a motion to certify the action as a class proceeding for settlement purposes against TD, RBC, Credit Suisse, and Deutsche Bank in a case alleging a conspiracy to fix prices in the futures exchange market.

The court found that the criteria for certification under section 5(1) of the Class Proceedings Act, 1992 were met and granted the motion, approving the settlement agreements and the plan of dissemination.

The Member, a teacher, faced a discipline hearing for making inappropriate and vulgar comments to a student in class, and for taking school property for personal use and damaging a school storage locker to gain access.

The Member pleaded no contest to the allegations.

The Discipline Committee found the Member guilty of professional misconduct, including verbal and psychological abuse of a student, and disgraceful, dishonourable, or unprofessional conduct.

Accepting a joint submission on penalty, the Committee ordered a reprimand, a 10-month suspension of the Member's certificate, and the completion of a professional ethics course.

The Ontario College of Teachers brought a discipline proceeding against a member for physically and psychologically abusing several students.

The member did not attend the hearing.

The Discipline Committee found that the member engaged in professional misconduct by repeatedly making inappropriate and painful physical contact with students, including pulling arms behind backs and applying pressure to shoulders and hands.

The Committee ordered that the member be reprimanded, that his teaching certificate be revoked, and that he pay $10,000 in costs to the College.

The Member, a teacher at an international school in Switzerland, engaged in a pattern of inappropriate and unethical conduct during the 2016-2017 school year.

The Member admitted to offering students early access to standardized test questions, charging students for off-campus tutoring, verbally abusing a student, failing to maintain professional boundaries by drinking alcohol with students and inviting them to his apartment, being intoxicated on school trips, and failing to adequately supervise students.

The Discipline Committee accepted an Agreed Statement of Facts and Guilty Plea, finding the Member guilty of professional misconduct.

The Committee accepted a joint submission on penalty, ordering a reprimand, a six-month suspension of the Member's teaching certificate, and the successful completion of a course on boundary violations and professional ethics.

The Ontario College of Teachers brought a discipline proceeding against the Member for professional misconduct.

The Member did not attend the hearing.

The Discipline Committee found that the Member engaged in professional misconduct.

The Committee ordered that the Member be reprimanded, that his Certificate of Qualification and Registration be immediately revoked, and that he pay $10,000 in costs to the College.

Written reasons were to follow.