Shayan Kamalie

The Court of Appeal for Ontario dismissed the appellants’ appeal from a judgment granting partial summary judgment and continuing a Mareva injunction in favour of the respondents.

The appellants, led by Navdeep Singh Boparai, had persuaded the respondents to invest over $1 million in various schemes, which the motion judge found to be fraudulent.

The Court of Appeal found no reversible error in the motion judge’s analysis, including her findings of fraudulent misrepresentation, her application of the Rules of Civil Procedure, and her decision to continue the Mareva injunction.

The appeal was dismissed with substantial indemnity costs awarded to the respondents.

The plaintiffs sought a Mareva injunction (freezing order) against the defendants' assets, alleging that the defendants received fraudulent conveyances from Navdeep Boparai, who had been found liable for defrauding the plaintiffs of approximately $1.6 million.

The defendants argued that the statement of claim should be struck as lacking particulars.

The court granted the Mareva injunction, finding a strong prima facie case of fraudulent conveyance, a serious risk of asset dissipation, and irreparable harm.

The court rejected the defendants' argument regarding particulars, finding the pleadings sufficient.

Costs of $50,000 were awarded to the plaintiffs.

The plaintiffs sought summary judgment for repayment of investment funds and to amend their Statement of Claim to plead fraudulent misrepresentation.

The defendants sought to remove a Mareva injunction.

The court granted the plaintiffs' motion to amend their Statement of Claim, maintained the Mareva injunction, and granted partial summary judgment to the plaintiffs for $1,617,679.53, finding fraudulent misrepresentation by the principal defendant.

Issues of additional quantum owed and punitive damages were reserved for trial.

This decision addresses the issue of costs following a second oppression remedy application and a cross-motion.

The applicant, Michelle Gojkovich, was largely successful in her motion, which sought the appointment of a monitor and other relief, while the respondents' cross-motion to disqualify the applicant's counsel was dismissed.

The court awarded the applicant $60,000 in partial indemnity costs, payable jointly and severally by John Rody and Organic Products Consulting Inc., explicitly exempting Buhbli Organics Inc. from liability.

The court also reiterated an earlier order for John Rody to reimburse Buhbli Organics Inc. for legal fees paid on his behalf.

The applicant brought a motion within an ongoing oppression remedy application to join a related corporation, Buhbli Brands Inc., as a respondent and to appoint a monitor over the respondents' businesses.

The respondents brought a cross-motion to dismiss the applicant's motion and disqualify her counsel, alleging the applicant unlawfully accessed the individual respondent's email accounts and obtained privileged communications.

The court found that the applicant's counsel acted appropriately by segregating unread privileged documents and notifying opposing counsel.

Finding no prejudice to the respondents, the court dismissed the cross-motion, joined the related corporation on a go-forward basis, and appointed a monitor to oversee the businesses.

This decision concerns an oppression remedy application under the Ontario Business Corporations Act.

Following a prior ruling that declared oppressive conduct and ordered the winding up of Buhbli Organics Inc., the court addresses the appointment of a liquidator.

The respondents opposed the appointment and sought a stay pending appeal, arguing the hearing should be deferred.

The court dismissed the respondents' arguments, finding the liquidator's appointment integral to the previous order, and proceeded to appoint MNP Ltd. as liquidator, rejecting the respondents' cost concerns as the rates were market-based.

The court also issued an order with specific powers for the liquidator, clarifying its role and limitations, and ordered a judgment for $170,000 against the respondents for non-compliance with a previous order.

Following a successful oppression remedy application where the court ordered the winding up of the corporation, the applicant sought costs on a substantial indemnity scale.

The court agreed with the applicant's unopposed costs submissions and awarded costs of $158,297.43, payable by the individual respondent rather than the corporation.

The payment of the disbursement for an appraisal report was made conditional upon the applicant providing proof of personal payment.

The applicant and respondent were former romantic and business partners who co-owned a corporation.

Following the breakdown of their personal relationship, the respondent excluded the applicant from the business, denied her remuneration, and diverted corporate assets to his own consulting company.

The applicant sought an oppression remedy, requesting that the respondent be ordered to purchase her shares.

The court found that the respondent's conduct was oppressive and violated the applicant's reasonable expectations.

However, because the respondent could not afford to buy the shares and the business was entirely dependent on him, the court ordered the respondent to pay $170,000 in damages for the diverted remuneration and ordered the corporation to be wound up.

The defendants brought an urgent motion for an interlocutory injunction to stay the enforcement of a consent order, alleging their former counsel agreed to it without their instructions.

The plaintiff had been attempting to enforce a defaulted mortgage since 2018.

The court dismissed the motion, finding the defendants failed to meet the test for an injunction.

Email evidence contradicted their claims of lack of authority, showing they had input into the consent order's terms.

The defendants also failed to demonstrate irreparable harm or that the balance of convenience favoured granting the injunction.

The motion concerned the terms of a judicially supervised sale of a limited partnership or its underlying real estate asset, following the respondent's failure to complete a purchase of the applicant's interest as previously ordered by the court.

Key contentious issues included whether the sale should be limited to arm's-length purchasers, the composition and disclosure of a "Floor Amount" (minimum sale price), the applicant's right to a credit bid, the consequences if the Floor Amount was not met, and the appropriate prejudgment interest rate.

The court ruled that both parties could participate in the bidding, the Floor Amount should not include the respondent's capital contributions but should include the applicant's post-default development costs, the Floor Amount should not be disclosed to bidders, and prejudgment interest should be 12% due to the respondent's conduct.

The court also granted a temporary sealing order for the file and reasons until the sale was completed.

The applicants sought to extend an interim Mareva injunction restraining the United Republic of Tanzania from removing a newly purchased aircraft from Ontario, pending an application to recognize and enforce an international arbitral award.

Tanzania opposed the extension, arguing sovereign immunity, lack of full disclosure, and failure to meet the Mareva test.

The court rejected Tanzania's arguments, finding that by signing a Bilateral Investment Treaty and agreeing to UNCITRAL rules, Tanzania consented to interim measures.

The court extended the injunction, holding that the applicants had a strong prima facie case and the balance of convenience favoured them.

The applicant and respondent were partners in a joint venture to develop a condominium.

The applicant exercised a shotgun buy/sell provision, and the respondent elected to purchase the applicant's interest.

The respondent failed to close, arguing that the COVID-19 pandemic and resulting economic downturn frustrated the contract and prevented it from obtaining financing.

The court rejected the frustration defence, finding that economic downturns and restrictive lending are inherent risks that do not radically alter the contractual obligations.

The court granted the application and ordered specific performance, noting that damages would be an inadequate remedy.