Viktor Nikolov

The appellants appealed a judgment declaring the respondent the beneficial owner of 15% of a corporation's shares and finding their conduct oppressive under the OBCA.

The appellants narrowed their appeal to challenge only the order requiring production of financial statements dating back to 2014.

The Court of Appeal held that the production order was ancillary to the respondent's damages claim, not a standalone shareholder rights claim subject to a limitation period, and that compliance required only producing existing documents.

The appeal was dismissed with costs of $30,000.

The moving parties (appellants) sought a stay of several endorsements pending their appeal of an order directing a buyout of their shares in a condominium development project.

The underlying dispute involved mutual allegations of oppression between two 50% shareholders.

The court applied the RJR-MacDonald test for a stay pending appeal.

It found no serious issue to be tried, noting the broad discretion of the motion judge under the OBCA.

While acknowledging that loss of mortgage security could constitute irreparable harm, the court concluded that the balance of convenience strongly favoured the respondents, who risked losing $25 million in financing and the entire buyout transaction if the stay were granted.

The motion for a stay was dismissed.

The moving parties brought a motion to quash the appellants' appeal of an interlocutory injunction order.

The underlying dispute involved competing oppression applications between 50/50 shareholders of a condominium project.

The Divisional Court found that the injunction order was interlocutory, not final, as it merely preserved the status quo pending the merits hearing.

The court reaffirmed that section 255 of the Business Corporations Act does not provide an appeal as of right for interlocutory orders.

Furthermore, because the standstill period had expired, the proposed appeal was moot.

The motion to quash was granted.

Two equal 50% shareholders in a lakeside condominium development project in Burlington, Ontario (Nautique Lakefront Residences) sought court guidance on separating their partnership following an acrimonious impasse.

The applicant, an investor providing approximately 90% of equity funding, proposed a court-imposed shotgun buy-sell mechanism.

The respondent proposed a buyout under section 207 of the Business Corporations Act using a valuation report prepared by KSV Soriano Inc. The court found that both parties had engaged in oppressive conduct but determined that separation was necessary to preserve the project.

The court ordered a section 207 buyout by the respondent at a price representing the midpoint between two valuation scenarios, rejecting the shotgun mechanism due to procedural fairness concerns arising from late notice and the respondent's good faith participation in case management conferences.

The plaintiff mortgagee brought a motion for summary judgment for possession of two residential properties following a default on a $1,194,000 loan.

One of the defendants, who had been noted in default, brought a cross-motion to set aside the noting in default, arguing his spouse did not consent to the mortgage on their matrimonial home.

The court dismissed the motion to set aside the default, finding no arguable defence as the evidence showed the spouse had consented.

The court granted summary judgment for possession of both properties, rejecting the corporate defendant's arguments of lack of authority and undue influence, and applying the indoor management rule.

The court granted Alexander Shifrin a declaration that he is a 15% shareholder in LDF Frozen Foods Inc., along with related relief, including rectification of the share register, production of corporate documents, and a direction for a trial on damages.

The decision turned on the credibility of the parties and the existence of an enforceable agreement for Shifrin’s investment and shareholding.

The court found that Shifrin had not been repaid his investment and was entitled to the shares, and that his claim was not statute-barred.

The plaintiffs moved for declarations that a law-firm partner had withdrawn from an interjurisdictional partnership, or alternatively for dissolution under the Partnerships Act, together with mandatory and injunctive relief over electronic devices, files, and trust-account records.

The motion arose from an alleged unilateral alteration of a class action settlement agreement that redirected class counsel fees and from broader allegations of self-dealing, lack of transparency, and withheld client files.

The court held the motion was, in substance, an attempt to obtain final relief akin to summary judgment before pleadings had closed, while material facts remained hotly disputed and related fee issues were simultaneously before the Alberta court.

Although the record raised concerns about possible fiduciary breaches, the court found a full trial was required and also found insufficient evidence of irreparable harm and no balance of convenience favouring effectively final injunctions.

The motion was dismissed.

The Toronto-Dominion Bank (TD) brought a motion under Rule 5.05 to sever certain allegations advanced by Tarion Warranty Corporation (Tarion) into two separate actions.

Tarion, along with Carlo and Dino Taurasi, opposed the motion.

TD argued that Tarion's negligence claim (related to a cheque kiting scheme) and its claim to set aside a settlement agreement as a fraudulent conveyance were discrete and temporally separate.

The court dismissed the motion, finding no undue complexity, delay, or prejudice, and that the claims arose from the same series of transactions with significant factual overlap, promoting the convenient administration of justice and avoiding multiplicity of proceedings.

This endorsement concerns three tobacco companies (JTI-MacDonald Corp., Imperial Tobacco Canada Limited, Imperial Tobacco Company Limited, and Rothmans, Benson & Hedges Inc.) operating under the Companies’ Creditors Arrangement Act (CCAA).

Each applicant sought an extension of their stay period until September 30, 2024, to continue formulating plans of arrangement.

Imperial also requested authorization to terminate a retirement plan and post security for a vaping product license.

RBH sought a procedural amendment for employee grievances.

The court, finding no opposition and satisfied with the applicants' good faith, diligence, and sufficient resources, granted all requested relief, noting significant progress in ongoing mediation.

The Québec Plaintiff, Jean-François Bourassa, brought a motion seeking a CCAA Representation Order to represent Canadian Personal Injury Claimants in foreign recognition proceedings and related Chapter 11 proceedings, including the appointment of specific counsel and an order for their fees to be borne by the Canadian Debtors.

The motion was opposed by the Canadian Debtors and other stakeholders.

The court dismissed the motion, finding that the interests of the Canadian Personal Injury Claimants were already adequately represented by the Official Committee of Opioid Claimants (OCC) in the U.S. Chapter 11 cases, which had been recognized as the foreign main proceeding in Canada.

The court emphasized the principle of cooperation with the foreign court and noted the Québec Plaintiff's lack of timely objection to previous orders in both the U.S. and Canadian proceedings.

The plaintiff sought damages from the defendant, Economical Mutual Insurance Company, alleging a breach of contractual duty of honest performance in the denial of a mutual homeowners insurance policy.

The plaintiff claimed entitlement to a payment received by mutual policyholders during the company's demutualization process.

The court found that the plaintiff's application material did not meet the defendant's underwriting standards for a mutual policy, specifically regarding a two-family dwelling with a rented basement suite.

The court dismissed the plaintiff's claim, finding no breach of the contractual duty of honest dealings.