William D. Black

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.

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.

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 defendants by counterclaim (West Face Capital Inc., Gregory Boland, and Bruce Langstaff) moved for a Mareva injunction to prevent the plaintiffs by counterclaim (The Catalyst Capital Group Inc., Callidus Capital Corporation, and Newton Glassman) from removing assets from Ontario.

The moving parties alleged that Mr. Glassman was relocating to the Bahamas and dissipating assets to avoid potential judgments arising from a massive corporate espionage and defamation campaign.

The court found that while the moving parties established a strong prima facie case of deceitful and tortious conduct by Mr. Glassman, they failed to prove a real risk that assets were being removed with the specific intent to defeat creditors.

The court also found the moving parties delayed in bringing the motion and failed to establish irreparable harm.

The motions for a Mareva injunction were dismissed.

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.

This motion addressed a receiver's application for an approval and vesting order (AVO) for the sale of properties, which was opposed by the debtors asserting their equitable right of redemption.

The debtors sought to delay the sale to secure financing, but their efforts were deemed highly conditional and uncertain.

The court applied the Soundair test, finding that the receiver conducted a robust and fair marketing process that yielded the best price.

The court emphasized that the debtors' inability to present a complete and unconditional financing package at the time of the motion was fatal to their request, distinguishing this case from precedents where redemption was allowed due to the debtor's immediate ability to pay.

The receiver's motion for the AVO was granted, and the debtors' cross-motion was dismissed.

This case concerned the validity and enforceability of a separation agreement between former spouses, specifically regarding property division, financial disclosure, and parenting time for their son.

The applicant sought to set aside provisions related to property valuation, arguing that formal appraisals were intended and that the respondent failed to make proper financial disclosure.

The respondent opposed these claims but sought to set aside parenting time provisions that would shift the son's primary residence to the applicant upon turning 12, citing the son's stated wishes.

The court upheld the separation agreement as valid and enforceable in its entirety, dismissing both parties' primary claims to set aside specific provisions.

The applicant sought an interest in two properties based on constructive or resulting trust, an equalization of net family property, and spousal support.

The court found the applicant lacked credibility, had unclean hands, and failed to prove any contributions to the properties.

The court determined the date of separation was in April 2013, making the equalization claim time-barred under the Family Law Act.

The spousal support claim was also dismissed.

Despite the respondents' success, no costs were awarded because they had knowingly breached prior court orders regarding the properties.

The applicant sought to set aside a marriage contract, arguing it was invalid due to insufficient disclosure, unconscionability, and duress.

The respondent sought a declaration that the contract was valid and enforceable.

The court found no credible evidence to support the applicant's claims of discrepancies in the contract or duress, attributing alleged issues to photocopying errors.

The court emphasized the applicant's failure to exercise due diligence by not reading the contract and found no exploitation of unequal bargaining power.

The marriage contract was declared valid and enforceable, and the applicant's motion was dismissed, while the respondent's cross-motion was granted.

The applicant sought to set aside a separation agreement signed in December 2018, alleging financial coercion and lack of understanding.

The respondent sought to uphold the agreement.

The court found that the applicant was intelligent, had received legal advice during negotiations, and understood the agreement.

The court upheld the separation agreement under section 56(4) of the Family Law Act, maintaining joint decision-making and equal parenting time, but added communication protocols and adjusted child support to $1,200 per month based on the respondent's updated income.

The adult children of the parties brought a motion to be added as third parties to a long-standing family law application, asserting that their interests as discretionary beneficiaries in a family trust (Newlands Family Trust) could be prejudiced by decisions made at the upcoming trial.

The motion was filed on the eve of a six-week trial.

The court dismissed the motion, finding no compelling explanation for the significant delay in bringing the application, and noting the uncertainty regarding the children's standing and the prematurity of their purported cause of action, as discretionary beneficiaries do not possess a direct property interest in trust assets prior to appropriation.

The court emphasized that adding parties late in proceedings should be exercised sparingly and only when demonstrably necessary for the just determination of the litigation.

Costs were awarded against the moving parties.

The respondent father brought an urgent temporary motion seeking primary residence of the two children, alleging the applicant mother had mental health and addiction issues requiring treatment.

The court found insufficient evidence to establish the mother posed a danger to herself or the children, noting that professional assessments did not support such claims.

The court denied the father's request for immediate primary custody, maintaining the children's primary residence with the mother to ensure stability, given their recent move and enrollment in new schools.

An urgent s.30 assessment was ordered to evaluate the mother's parenting ability and the children's best interests and wishes.

The applicant father brought an urgent motion seeking a parenting schedule for his two-year-old child.

The respondent mother sought a highly restricted, supervised, and gradual reintroduction of parenting time, citing past volatility and criminal charges against the father.

The court found no evidence of risk to the child from the father, noting that the mother had been found to be the aggressor in previous incidents and had unfairly created the recent lack of contact.

The court preferred and ordered the father's proposed parenting plan, which included a reasonably expeditious path towards shared parenting time, including overnights, dismissing the mother's more restrictive proposal.

The appellant landlord appealed a Small Claims Court decision that applied the two-year limitation period under the Limitations Act to a claim for residential rental arrears.

The Divisional Court allowed the appeal, holding that the six-year limitation period under section 17 of the Real Property Limitations Act applies to claims for rent between a landlord and tenant.

The court increased the judgment for rental arrears from $8,400 to the full claimed amount of $21,600 and awarded costs to the appellant.

The applicant and respondent separated after a long marriage characterized by the respondent's controlling and abusive behaviour.

Following separation, the respondent engaged in a pattern of non-cooperation, including refusing to sign closing documents for the sale of the matrimonial home, withholding the children's passports, and acting belligerently towards police.

At trial, the court addressed issues of decision-making, parenting time, child and spousal support, and equalization.

The court granted the applicant final decision-making authority but allowed equal parenting time on a 5-5-2-2 schedule, strictly conditional on the respondent attending psychological counselling.

The court imputed income to both parties, ordered retroactive and ongoing child and spousal support to be paid from the respondent's share of the matrimonial home sale proceeds, and ordered the remaining proceeds to be equalized without deduction for the respondent's tax arrears.