Stephanie Voudouris

This decision concerns competing applications for declaratory relief between the Islamic Food and Nutrition Council of Canada and the Islamic Food and Nutrition Council of America regarding membership and voting rights in the Canadian corporation.

The Court of Appeal upheld the application judge’s finding that a 2015 bylaw creating two classes of members (one voting, one non-voting) remained in force, and that a subsequent attempt to restore voting rights to personal members via federal continuance was ultra vires without a special resolution.

Both the appeal and cross-appeal were dismissed.

This decision resolves a dispute between the Canadian and American branches of the Islamic Food and Nutrition Council regarding the voting membership structure of the Canadian not-for-profit corporation.

The court found that the 2015 by-law, which created two classes of members with the U.S. entity as the sole voting member, remains in force.

The 2021 attempt to change the membership structure via federal articles of continuance was invalid, as it was not authorized by a special resolution of members.

The application by the Canadian company was dismissed, and a declaration was issued confirming the U.S. entity as the sole voting member.

The plaintiff brought a consent motion to certify a class proceeding against Haventree Bank for settlement purposes.

The action alleged that the bank breached legislation and contract terms by automatically renewing mortgages at higher interest rates, leading to additional costs for class members.

The court granted the certification, finding that all criteria under the Class Proceedings Act, 1992 were met, including disclosure of a cause of action, an identifiable class, common issues, and that a class proceeding was the preferable procedure, especially in the context of a settlement.

The court also approved the notice plan and the appointment of a Claims Administrator.

Consolidated Uranium Inc. (CUR) applied under section 182 of the Business Corporations Act for final court approval of a plan of arrangement to spin out Premier American Uranium Inc. (PUR).

The court had previously granted an interim order for a shareholder meeting, where the arrangement was overwhelmingly approved (99.96% of votes cast).

No shareholders exercised dissent rights.

The court applied the three-part test for arrangement approval, confirming that statutory procedures were met, the application was in good faith, and the arrangement was fair and reasonable, noting the strong shareholder approval and the fact that the arrangement did not impact proportionate ownership, thus not requiring a fairness opinion.

The final approval order was granted.

The applicant, Royal Fox Gold Inc., sought court approval for a plan of arrangement with Northern Superior Resources Inc. under section 182 of the Business Corporations Act.

The court considered whether statutory procedures were met, the application was in good faith, and the arrangement was fair and reasonable, applying the test from *Re Magna International Inc.* and *BCE Inc. v. 1976 Debentureholders*.

The arrangement, which involved an exchange of shares and contingent value rights, received overwhelming shareholder approval.

The court found all requirements satisfied and granted the final approval order.

This endorsement addresses three motions in an oppression action concerning the Paramount Group, a food services business facing shareholder deadlock.

The plaintiffs (Mohamad Fakih et al.) moved to strike portions of the defendants' counterclaim alleging fraudulent misrepresentation and for security for costs.

The defendants (AHM Investments Corporation et al.) moved for compliance with financial disclosure and the appointment of an auditor.

The court partially granted the motion to strike due to insufficient particulars of fraud.

The motion for security for costs was dismissed, as the counterclaim was inextricably linked to the defence and, at its core, an oppression remedy claim, which is exempt from security for costs under the OBCA.

The defendants' motion for financial disclosure and the appointment of an auditor was granted, affirming shareholders' mandatory right to audited financial statements, with the Paramount Group responsible for the audit fees.

The plaintiff brought a proposed class action for secondary market misrepresentation against the defendants under the Ontario Securities Act and common law.

The defendants brought motions to restrict the class to Canadians who purchased shares on the TSX, arguing that the Ontario court was forum non conveniens for Canadians who purchased on NASDAQ, and that American law should apply to those claims.

The court dismissed the motions, finding that the defendants failed to show that the U.S. was a clearly more appropriate forum, and that the statutory cause of action under the Ontario Securities Act applies extra-territorially to Canadian purchasers on foreign exchanges.