William D. Black

The Receiver brought a motion to approve a sale transaction arising from a court-ordered sale process.

The respondent debtors brought a competing motion seeking to redeem the assigned debt and discharge the Receiver.

The debtors waited until after the sale process was completed and a successful bidder chosen before seeking to redeem.

The court found that allowing redemption at this late stage would undermine the integrity of the receivership process, noting the debtors failed to provide unconditional proof of funds.

The debtors' motion to redeem was dismissed, and the Receiver's proposed transaction was approved.

The applicant sought to set aside an international arbitral award under Article 34 of the UNCITRAL Model Law, alleging procedural unfairness, jurisdictional overreach, and public policy violations by the arbitrator.

The respondent cross-applied to recognize and enforce the award.

The court found that the arbitrator conducted a fair hearing, appropriately interpreted the commercial agreements, and crafted a reasonable remedy for the applicant's unauthorized sale of intellectual property.

The court dismissed the set-aside application and granted the application to recognize and enforce the award, ordering the applicant to pay the awarded damages and costs.

The applicant minority shareholder sought remedies for alleged oppression by the respondents, claiming they concealed conflicts of interest in related-party transactions.

The parties agreed that the respondents should buy out the applicant's shares, but disputed the valuation and whether the applicant was subject to Canadian economic sanctions against Russia due to its principals' ties to a sanctioned Russian entity.

The court found no oppression, as the applicant knew or ought to have known of the overlapping ownership.

The court set the buyout value based on the midpoint of the experts' market approaches and applied a 10% minority discount.

However, finding considerable evidence that the applicant might be subject to sanctions, the court ordered that no payment be made until Global Affairs Canada rules on the sanctions issue.

The applicants sought leave to appeal or to set aside three arbitral awards arising from a family business dispute over the separation of the G&L Group.

The respondent brought a cross-application to enforce the awards.

The court dismissed the application for leave to appeal, finding that the alleged errors of law were in fact questions of fact or mixed fact and law, and that the arbitrator's conduct was not procedurally egregious.

The court granted the respondent's application to enforce the arbitral awards and awarded costs on a partial indemnity basis.

The applicants in a CCAA proceeding brought a motion seeking approval of a distribution of remaining proceeds, targeted third-party releases, approval of the Monitor's reports and fees, and termination of the CCAA proceedings.

The court approved the distribution to the DIP Lender, noting it was unopposed and justified given the emergency financing provided.

However, the court found the proposed scope of the third-party releases impermissibly broad, as it purported to release claims unrelated to the restructuring.

The court directed that the release language be narrowed to tie specifically to activities contributing to the CCAA proceedings.

The plaintiffs brought a motion seeking a declaration that the defendant waived litigation privilege over a 'Proffer' document provided to the Attorney General of Canada for national security vetting under s. 38 of the Canada Evidence Act.

The court held that while the document was created for the dominant purpose of litigation, the defendant's stated intention of using it to promote trial efficiency constituted a waiver of privilege vis-à-vis the trial judge.

The court ordered the unredacted Proffer to be provided to the judge and established a comprehensive trial protocol, including the appointment of amicus curiae and advance vetting of sensitive evidence, to balance national security concerns with trial fairness.

In a CCAA proceeding, the applicant Fund brought a motion to amend the Amended Discharge and Dissolution Order to facilitate a final distribution to shareholders.

The Fund's transfer agent brought a cross-motion seeking a third-party release from liability related to the distribution, arguing the shareholder data might be unreliable.

The court granted the Fund's motion and dismissed the cross-motion, finding that the transfer agent had not made a meaningful contribution to the restructuring and had instead delayed the process, failing to meet the established test for third-party releases.

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.

In a CCAA proceeding, the court determined the entitlement to $337,390.62 held in escrow.

Prior to insolvency, the debtor (Earth Boring) and a creditor (Tulloch) entered into an escrow agreement pending judicial review of a construction adjudication order in favour of the creditor.

Two days before the judicial review was dismissed, the debtor commenced insolvency proceedings.

The court held that the escrow agreement did not create a trust.

Applying section 70(1) of the BIA, the court concluded that because the judgment was not fully executed prior to insolvency, the funds remained the property of the debtor's estate and were ordered released to the debtor's successor entity.

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.

Following a trial in which the plaintiff's claims were dismissed and the defendant's counterclaim was granted, the court determined the scale and quantum of costs.

The defendants sought costs on a full indemnity basis, pointing to the plaintiff's misconduct, including the fabrication of a letter and breach of a witness exclusion order.

The court agreed that the plaintiff's egregious conduct warranted full indemnity costs, while the corporate co-defendants by counterclaim were liable on a partial indemnity scale.

Ultimately, the court awarded total costs of $2,178,814.60, with 90% payable by the plaintiff on a full indemnity basis and 10% payable by the corporate co-defendants on a partial indemnity basis.

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.

In a certified class proceeding arising from alleged COVID-19 business interruption coverage denials, the moving parties sought production of internal insurer documents relevant to common issues alleging breach of the duty of good faith and punitive damages.

The court held that the bad faith allegations had sufficient evidentiary foundation, particularly given the certification findings and evidence of an apparent blanket denial process, to move the request beyond a fishing expedition.

Internal materials concerning the insurer's corporate-level denial decision, adjuster communications, and reinsurer communications about a later pandemic exclusion were found relevant to contemporaneous decision-making and after-the-fact policy interpretation.

Production was ordered for categories (c), (d), and (e), but not for comparator materials concerning different insurance programs in category (f).

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.