Troy Dore

The applicants, Walter Daniel Bross and Linda M. Bross, brought a motion for production of documents from MNP LLP, an accounting firm retained by the respondents, Jeff Bross and Sharon Bross.

The documents were initially provided to the applicants' counsel on a "counsel's eyes only" basis following an undertaking during a cross-examination.

The applicants sought full disclosure after their summary judgment motion (which was granted in their favour, ending the proceeding) was heard.

The court dismissed the motion, finding that Rule 30 of the Rules of Civil Procedure did not apply to applications or undertakings on cross-examinations on affidavits, and that the documents were no longer relevant as the underlying proceeding had concluded.

Costs of $3500 were awarded to the respondents.

This motion concerned competing applications between two sets of shareholders of a family farm corporation regarding the enforcement of a settlement agreement for the division of corporate assets.

The agreement included a 'tax condition' requiring each party's tax counsel approval in their sole discretion.

One party refused to waive this condition, citing tax uncertainties.

The court analyzed the duty to exercise contractual discretion in good faith, finding that the refusal was not a good faith exercise of discretion, as the concerns were abstract or previously known.

The court enforced the minutes of settlement and further ruled that a general increase in milk quota, not explicitly addressed in the settlement, should be considered an 'other asset' of the corporation to be divided equally, rather than solely benefiting the party receiving the quota.