Tamara Kljakic

Tacora Resources Inc. sought an interpleader order to deposit mining royalty payments into court due to competing instructions from two groups claiming control over the payee, 1128349 B.C. Ltd. The application judge dismissed the application, finding no 'adverse claims' and a lack of jurisdiction, but issued an unrequested interim order directing payment to one group's counsel.

The Court of Appeal allowed the appeal, holding that the competing instructions constituted adverse claims under Rule 43, the Ontario court had jurisdiction, and the interim order was improperly granted.

Tacora was permitted to pay the royalties into court pending resolution of the corporate control dispute.

The applicant, an Ontario company operating a mine in Newfoundland, sought an interpleader order under Rule 43 to pay quarterly royalties into court.

The applicant faced conflicting demands regarding payment due to a corporate governance dispute over the parent company of the creditor, which was being litigated in the Cayman Islands and British Columbia.

The court dismissed the application, finding that Rule 43 is unavailable when the court lacks jurisdiction to determine the underlying dispute over corporate control.

However, the court granted interim relief allowing the applicant to pay the funds to the creditor's counsel in trust for 90 days to permit the commencement of interpleader proceedings in the appropriate forum.

The applicants jointly sought interim orders under s. 182(5) of the Business Corporations Act (Ontario) in connection with a proposed plan of arrangement involving a quantum computing company (an OBCA corporation) and a special purpose acquisition company currently incorporated under the laws of the Cayman Islands.

A threshold issue arose as to whether a non-OBCA entity could avail itself of s. 182 of the OBCA.

The court found that the arrangement provision is to be interpreted broadly and flexibly, and that the timing of the SPAC's continuance to the OBCA was an immaterial quirk given that it would be an OBCA corporation before the final order was sought.

The court was satisfied that reasonable grounds existed to regard the proposed transaction as an arrangement and granted the interim orders authorizing the calling and holding of shareholder meetings.