William D. Black

The defendants moved to strike the plaintiffs' fresh-as-amended statement of claim, which primarily asserted an unwritten partnership between the parties in connection with two Toronto-area real estate development projects.

The court found the alleged partnership was unsupported by the pleaded facts, noting the parties had created multiple corporate and limited partnership entities with express no-partnership and entire agreement clauses.

All causes of action — breach of fiduciary duty, duty of good faith, tortious interference with economic relations, breach of contract, and oppression — were struck as disclosing no reasonable cause of action.

Leave to amend was denied, and the respondents' cross-motions to convert the parallel application to an action and consolidate the proceedings were also dismissed.

Two sets of respondents brought motions under Rule 37.14 to set aside an order made in January 2025 striking their pleadings and granting significant relief to the applicant.

The respondents' former lawyer had failed to advise them of the motion leading to the order, lied about bringing a motion to set it aside, fabricated a court hearing and correspondence with judicial officials, and then disappeared from the proceedings.

The court found one set of respondents (the Foulidis respondents) met the test for setting aside the order, having moved forthwith once they discovered the deception, while the other set (the Conforti respondents) did not meet the forthwith requirement due to a six-month delay after retaining new counsel.

However, the court set aside the order for all respondents because maintaining it against only one set would create unmanageable procedural disparity, and directed a case conference to determine which enforcement steps should remain in place.

An anti-SLAPP motion brought by directors of MediPharm Labs Corp. to dismiss a libel action arising from a lawyer's letter sent during a proxy contest.

The letter, authored by counsel and approved by the defendants, raised concerns about the plaintiffs' solicitation activities, potential securities law violations, and market manipulation.

The court found the expression related to matters of public interest, the plaintiffs failed to establish substantial merit to their claim, and the defendants had valid defences including qualified privilege, fair comment, responsible communication, and truth.

The motion was granted and the claim dismissed.

The Cash Store Financial Services Inc. operated a payday loan business from 2002 until it sought CCAA protection in April 2014.

The company's estate sued its auditor KPMG LLP and counsel Cassels Brock & Blackwell LLP, alleging negligence and breach of fiduciary duty.

The plaintiff claimed that the defendants knew or ought to have known that Cash Store was misrepresenting its business as a broker when it was actually a direct lender bearing credit risk, and that this misrepresentation caused a deepening of insolvency from late 2011 until the CCAA filing in 2014.

The plaintiff sought damages ranging from $119 million to $177 million, plus disgorgement of legal fees.

The court dismissed all claims against both defendants, finding that Cash Store was properly characterized as a broker during the relevant period, that the defendants met applicable professional standards, and that the plaintiff failed to prove causation and damages.

The court also found the claims were statute-barred.

Mexico sought to set aside an international arbitral award rendered under NAFTA Chapter 11 in which an arbitral tribunal found Mexico liable for breaching the fair and equitable treatment standard and ordered Mexico to pay damages of approximately USD $80.9 million to American investors who operated casinos in Mexico.

Mexico alleged that the tribunal denied it a full and fair opportunity to present its defense by: (1) denying production of certain documents Mexico characterized as "key documents"; and (2) failing to address Mexico's argument regarding the availability of judicial review remedies in Mexican courts.

The court dismissed Mexico's application, finding that the arbitral proceedings were comprehensive and fair, that Mexico's document production denials were reasonable exercises of tribunal discretion, and that Mexico's failure to receive explicit reference to a minor argument did not constitute procedural unfairness.

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.

This decision concerns a dispute between two brothers, David Ang and Mark Ang, over the ownership and management of Bolt Technologies Incorporated (formerly Second Closet Incorporated).

David Ang claimed an equal share in the company based on an alleged oral agreement and representations by Mark Ang, as well as claims of wrongful dismissal and oppression under the Canada Business Corporations Act.

The court found no enforceable oral agreement or representation, held that the executed Unanimous Shareholders Agreement (USA) governed the parties' rights, and dismissed David's claims.

The court also found that David had engaged in misconduct, including fabricating evidence and breaching fiduciary duties, and allowed Bolt's counterclaim for damages and punitive damages.

This decision is an appeal by Alan Saskin from the order of Associate Justice Ilchenko, sitting as Registrar in Bankruptcy, refusing an absolute discharge and imposing conditions under the Bankruptcy and Insolvency Act.

The court reviews the procedural history, the evidence, and the legal standards for discharge, including the meaning of "moral blameworthiness" under s. 173(1)(a) and the duties of a bankrupt under s. 173(1)(o).

The appeal is dismissed, with the court finding no error in the Registrar's factual or legal conclusions.

This endorsement addresses two motions arising from a cybertheft of approximately $9.7 million from the applicant's bank account at the respondent bank.

The applicant, FACTOR, sought additional productions from the Bank of Nova Scotia (BNS), alleging a parsimonious approach to disclosure.

BNS, supported by other respondents, sought to convert the application into an action, citing material facts in dispute and complex issues.

The court largely granted FACTOR's production requests, ordering BNS to provide more details from its internal investigation, session logs (with confidentiality), and internal alert system details (with a secure mechanism).

The court also ordered the additional respondents, James Campagna and 10426377 Canada Inc., to produce all relevant documents.

The motion to convert the application to an action was dismissed as premature, with the court noting that the necessity of conversion could be revisited once the respondents deliver their full evidence.

The plaintiff, 2724050 Ontario Inc., brought a motion seeking the appointment of an inspector under section 161 of the Ontario Business Corporations Act (OBCA) to investigate the defendants, BAS Sports Group Inc., Reid Acton, and Bob Acton Sports Ltd. The defendants opposed this motion and brought a cross-motion for the appointment of a business valuator.

The court found that the parties had irreconcilable differences and needed to separate.

The plaintiff's motion for an inspector was dismissed, as the court found no prima facie evidence of oppression or deceit by the defendants, and noted the plaintiff's "unclean hands" due to non-payment of purchase price instalments and deceptive use of the "Beast" brand for their own separate business.

The defendants' cross-motion for a business valuator was granted, with the court ordering a valuation under section 207 of the OBCA to determine the fair market value of the shares.

The applicants, a group of companies undergoing CCAA proceedings, sought to extend the existing stay of proceedings to DAK Capital Inc., a non-debtor third-party guarantor involved in an arbitration with Canopy Growth Corporation.

Canopy opposed, arguing that CCAA s. 11.04 prohibits such an extension for guarantors.

The court, relying on the broad inherent jurisdiction under CCAA s. 11 and recent Ontario precedents, found that s. 11.04 is a clarifying provision, not a prohibitive one, and granted the temporary stay against DAK Capital to prevent distraction from the ongoing restructuring efforts.

The case involves a dispute between two brothers, Nickolas and George Georghiades, co-founders of a real estate business (LP).

Nickolas brought a motion seeking the appointment of an auditor, inspector, and monitor, and direct access to business information, alleging oppression and misappropriation of funds by George.

The court found a prima facie case of oppression due to George's control over information and the brothers' dysfunctional relationship.

The court ordered the appointment of an independent Monitor with a prescribed mandate to observe and report on the business's financial activities, in addition to an agreed-upon audit.

The request for a separate inspector/investigator and direct access was declined at this stage, with the possibility of revisiting if the Monitor's reports indicate ongoing difficulties.

No costs were awarded.

Winning Brands Corporation (WBC), a Delaware corporation, brought a motion to strike or permanently stay a bankruptcy application filed against it by creditor Charles Perlman.

WBC argued it lacked a sufficient nexus to Canada, claiming it operated exclusively in the U.S. and had no business or property in Canada.

The court dismissed WBC's motion, finding overwhelming evidence that WBC carried on business and resided in Ontario, including public filings listing an Ontario principal office, a Toronto facility, and its CEO residing and controlling the company from Ontario.

The court also noted that WBC had previously attorned to Ontario jurisdiction in the underlying loan agreements and judgment.

This endorsement concerns an application by Accuride Canada Inc. for an Amended and Restated Initial Order (ARIO) under the Companies’ Creditors Arrangement Act (CCAA).

The applicant sought to increase the maximum amounts secured by the Administration, Directors', and Intercompany Charges, approve an Intercompany Supply Agreement with its parent company, and extend the stay of proceedings.

The court granted the ARIO, finding the requested relief necessary for the applicant's continued operations and restructuring efforts, and noting the Monitor's support for the reasonableness and necessity of the proposed changes.

Accuride Canada Inc. sought an initial order under the Companies’ Creditors Arrangement Act (CCAA) due to insolvency, exacerbated by declining demand, increased costs, and the withdrawal of financial support from its U.S. parent, Accuride Corp, which had commenced Chapter 11 proceedings.

The Applicant's London Plant had been unprofitable for over a decade.

The Applicant requested a 10-day stay of proceedings to explore a going concern transaction or an orderly wind-down, along with approval for interim financing (Intercompany Loans secured by an Intercompany Charge), an Administration Charge, a Directors' Charge, and authority to make pre-filing payments to critical third-party suppliers.

The court granted the initial order, finding the Applicant met the CCAA requirements for insolvency and jurisdiction, and that the requested relief was appropriate and necessary to stabilize operations and preserve stakeholder value during the initial stay period.

The Atlas Group, undergoing CCAA proceedings, sought approval for a Reverse Vesting Order (RVO) for its AgMedica business, which was opposed by the Canada Revenue Agency regarding deemed trust claims.

The court approved the RVO, finding that the secured creditors' claims (DIP Lender and first mortgagee) had priority over the CRA's deemed trust for source deductions, consistent with the CCAA and relevant legislation.

For the GreenSeal business, the court granted the appointment of a Chief Restructuring Officer (CRO) to facilitate negotiations, rather than a full receivership, allowing secured creditors more direct control.

The applicant, Appili Therapeutics Inc., brought a motion for an interim order in connection with a proposed plan of arrangement under section 182(5) of the Ontario Business Corporations Act (OBCA).

The arrangement involved the acquisition of Appili's shares by Aditxt, Inc. through its subsidiary Adivir, Inc. The interim order sought to approve the procedure for a special meeting of shareholders to vote on the arrangement.

The court found the arrangement, negotiated by a special committee with independent advisors, provided a significant premium and included minority shareholder protections.

The court also addressed the company's continuance from the Canada Business Corporations Act (CBCA) to the OBCA, finding it transparent and without prejudice to stakeholders.

The court granted the interim order.

This case addresses a corporate deadlock within AnalytixInsight Inc. (ALY) between two factions of its board of directors, stemming from serious allegations of misconduct, including insider tipping, self-dealing, and material non-disclosure, against the former CEO and his allies.

The Applicant Faction sought an investigation under the Business Corporations Act (OBCA) and oppression remedy relief.

The court found a prima facie case of oppressive and dishonest conduct by the Respondent Faction, warranting immediate interim intervention.

An inspector was ordered to investigate the allegations, and the alleged wrongdoers were temporarily precluded from board participation, with an interim board appointed to ensure company functionality.

The plaintiffs sought to amend their claim to include Cara Vaccarino as a defendant and requested an order for the mirroring of her electronic devices and email account to preserve confidential and proprietary information.

This request arose after it was discovered that another defendant, Ms. Anderson, had forwarded confidential information to Ms. Vaccarino.

Despite Ms. Vaccarino's assertion that she did not recall opening or using the email, the court found it appropriate to order the mirroring to preserve evidence and determine the use of the information.

The court ordered the mirroring to cover the period from June 1, 2023, to the present, with counsel to coordinate the least disruptive process.