Decisions

Keep up to date on the latest Commercial List decisions.

• Schenkel et al v. PuraVida Foods, Inc. et al

  keywords: Procedure — Applications — Conversion to action — Whether application should be converted to an action given alleged material facts and credibility issues — Principles from Collins v. Canada, V2 Investment and Obolus applied — Complex issues alone insufficient — Material facts must be unresolvable on the application record — Motion brought before responding evidence — Conversion to action dismissed | Procedure — Applications — Consolidation — Whether oppression application should be consolidated with employment actions — Distinction between central oppression issue and separate wrongful dismissal claims — Different claims and remedies identified — Rule 38.10(1)(b) discretion noted and deferral to application judge endorsed — Consolidation refused | Evidence — Affidavits — Weight and credibility — Whether Respondents’ affidavit establishes credibility disputes requiring a trial — Affidavit containing conclusory assertions and hearsay challenged — Source of information often not identified — No clear credibility issues articulated — Insufficient evidentiary basis to require viva voce evidence — Credibility concerns not established

  CanLII | Jun 4, 2026
• Sakab Saudi Holding Company v. Saad Khalid S Al Jabri

  keywords: Procedure — Costs — Fixing of costs — Rule 57.01 and Boucher — Court’s broad discretion — Whether amounts claimed are fair and reasonable — Importance, complexity and success considered — Partial indemnity scale applied — Multiple motions assessed individually — Offers to settle and consent orders weighed — Costs fixed for each motion — Costs fixed across motions | Procedure — Costs on consent — Settlement except for costs — Whether costs should be awarded when a motion is resolved on consent — Muskala considered and distinguished — Right to seek costs reserved — Consent provided after costs were incurred — Partial indemnity award appropriate in circumstances — Proportional and efficient use of court time addressed — Costs awarded | Procedure — Divided success — Allocation of costs — How to account for substantial success on the only contested issue — Directions on refusals and privilege — Privilege review counsel appointed and documents produced — Some categories denied — Claimed fees reduced to reflect mixed outcome — No costs where success divided on preliminary motion — Costs partly awarded and partly no costs | Procedure — Mareva Orders — Motion to vary — Entitlement to costs for successful moving parties — Credit Valley framework referenced — Importance and complexity recognised — Unsuccessful moving party treated separately — Offset applied against global award — Partial indemnity scale — Amount within reasonable range without costs outline — Net costs ordered after offset — Costs awarded with offset

  CanLII | Jun 3, 2026
• Marper Holdings Limited v. Foxpark Development Corporation

  keywords: Bankruptcy and insolvency — Court‑appointed receivers — Approval of activities and fees — Should the Receiver’s activities, fees, distributions, discharge process and release be approved — Fourth Report reviewed, priorities applied, holdback maintained — Release tracks appointment order protection, gross negligence or wilful misconduct excepted — Supervision and stakeholder input recognised — Hangfen Evergreen cited on approval purposes — Costs fixed against opposing guarantor — Orders approving activities, fees, distributions and discharge process granted | Bankruptcy and insolvency — Bankruptcy assignments — Appointment of Receiver as Trustee in Bankruptcy — Should the Receiver assign the debtor into bankruptcy and serve as Trustee despite alleged conflict — Reviewable transactions and insolvency identified — Efficiency from historic involvement favoured — Creditors’ desire considered — Bankruptcy and Insolvency Act scheme engaged — Potential conflict manageable by creditor oversight — Authorisation to assign into bankruptcy and appoint Receiver as Trustee granted | Procedure — Vexatious proceedings — Vexatious litigant order — Can s. 140 CJA relief be sought by motion under Rule 2.2 and is it justified — Rule 2.2.03 permits motion procedure — Lang Michener factors met — Persistent relitigation and ignoring prior rulings — Corporate litigation directed by sole officer captured per Lenczner Slaght — Leave to proceed requirement confined to related people and issues — Vexatious litigant declaration issued | Professional responsibility — Conflicts of interest — Receiver’s counsel — Do counsel’s multiple roles create a conflict affecting the receivership and sale — “Structural conflict” term rejected — Green Advocacy and Manis Law acted solely for the Receiver — Independent security opinions appropriate — No conflict from closing through creditor’s counsel trust account — Harmony of aligned interests distinguished from conflicting duties — Conflict of interest alleged, none found

  CanLII | Jun 2, 2026
• Quadrangle v. Attorney General of Canada

  keywords: Procedure — Prejudgment interest — Start date — Whether Obelysk’s cause of action arose on enactment of the 2013 Transfer Framework — Quadrangle start date aligned with damages assessment to avoid double counting — Courts of Justice Act, ss. 127, 128 — Prejudgment interest rate identified as of relevant dates — Start dates fixed for each plaintiff — Start dates determined | Procedure — Prejudgment interest — Rate — Should the applicable rate be averaged over a lengthy period with fluctuating market rates — Presumptive statutory rate under ss. 127 and 128 reaffirmed — Discretion under s. 130 applied with Aubin, Cobb and Graham — Fluctuations not significant on the facts — Averaging declined — Statutory rate applied | Procedure — Prejudgment interest — Compounding — Should interest be calculated on a compounded rather than simple basis — Statutory bar on interest on interest, s. 128(4)(b) — Bank of America, Enbridge, McFlow considered — No wrongful retention or evidence of consequential damages — Expert calculations used simple interest — Compounded prejudgment interest refused | Procedure — Prejudgment interest — Reduction of period — Whether plaintiffs’ conduct unnecessarily lengthened the proceeding warranting a shorter interest period under s. 130(2)(f) — Complex claim and amendments not egregious — Estimated delay not proven or particularised — Interest not a punitive measure — Reduction of three and a half years rejected — Reduction denied

  CanLII | Jun 1, 2026
• Re Ravelin Properties Reit and 17732571 Canada Inc.

  keywords: Business associations — Plans of arrangement — Canada Business Corporations Act approval — Whether the Arrangement complies with statutory requirements, is brought in good faith, and is fair and reasonable — Stakeholder approvals and fairness opinion weighed against insolvency alternatives — Commercial List oversight and Interim Order compliance confirmed — Final Order approving Arrangement granted | Securities — Secondary market disclosure — Material change — Whether alleged failure to disclose a material change warrants a carve-out from releases — Leave requirement under Securities Act, s. 138.8, and Lundin Mining Corp. v. Markowich, 2025 SCC 39 — Context of negotiations and completeness of February press release assessed — Carve-out request dismissed | Securities — Related party transactions — Assessment — Should the Arrangement be treated as a related party transaction under securities law? — OSC staff review noted and definitions of related party applied — Absence of ownership, control or direction over more than 10 percent established — Related party objection rejected | Business associations — Releases and waivers — Fairness in CBCA arrangement — Are the scope and nature of the releases and the Waiver fair and reasonable in context? — Restructuring alternatives, stakeholder impact, and routine nature of such provisions considered — Efficiency versus receivership or multi‑jurisdictional liquidation addressed — Approval of releases and Waiver confirmed

  CanLII | Jun 1, 2026
• Ontario Securities Commission v. Traynor Ridge Capital Inc

  keywords: Civil liability — Negligence — Pure economic loss — Duty of care — Whether respondents owed issuer a duty of care arising from lending with share conversion, accumulation over 10% without disclosure, and brokers’ selloff — No cognizable legal interest in secondary market share price — Proximity not established per Subway — Novel category rejected — Trillion’s appeal dismissed | Procedure — Receivership claims process — Standard of review and fairness — Appeal on the record under Paramount Equity — Whether non‑production after disallowance denied procedural fairness — Requests made late and immaterial to duty analysis — No fresh evidence admitted — Process fair — Trillion’s appeal dismissed | Bankruptcy and insolvency — Receivership — Claims priority — Investment fund unitholders — Whether redemption requests before receivership rank above or equal to creditors — Redemptions not completed before OSC standstill — Equity claims do not obtain creditor priority per Bridging Finance — Priority denied | Bankruptcy and insolvency — Receivership — Claims allowance — Stockbrokers’ indemnities for losses on liquidating unsettled trades — Contractual indemnity rights under account agreements — Claims unopposed — Claims allowed | Bankruptcy and insolvency — Receivership — Distribution and approvals — Finalising claims process and pari passu distribution — Approval of Receiver’s activities in Third Report — Distribution to creditors with recognised priority, excluding unitholders and Trillion — Order granted

  CanLII | Jun 1, 2026
• 817877 Ontario Ltd v. The Canadian Group

  keywords: Bankruptcy and insolvency — Receivership — Investigatory powers — Courts of Justice Act, s. 101 — Whether to grant expanded powers to examine a partner under oath — Appropriate restraints and tailoring under Akagi and Northern Citadel — Concerns about insider transactions and distributions to a partner — Examination limited to two years from receivership commencement — In‑person examination ordered — Power to seek further expansion after initial exam — Partial expansion granted | Bankruptcy and insolvency — Receivership — Examinations of non‑parties — Whether compulsory examinations of former employees are just or convenient — Ordinary investigatory tools not exhausted — No obstruction or non‑compliance shown, contrast with GE Real Estate — Requests disproportionate at this time — Receiver may return if further powers become necessary after using existing tools — Relief against former employees found premature — Examinations refused | Procedure — Disclosure in receivership — Information rights — Whether to compel production of Receiver’s internal investigative materials and define examination scope — Stakeholder access limited to reasonable, specific, receivership‑related purposes, not a fishing expedition — Partnerships Act s. 28 considered — Receiver’s concerns set out in the Third Report sufficient — Cross‑motion including document requests and predefined questions dismissed — Cross‑motion dismissed | Bankruptcy and insolvency — Receivership — Fees and reports — Approval of Receiver’s Third Report and professional compensation — Fair and reasonable assessment under Diemer factors — Prior court approvals for sale process noted — Value provided predominates over hours times rate — Target Canada on routine approval of reports applied — Fee affidavits accepted — Fees and disbursements approved, Third Report and activities approved

  CanLII | May 27, 2026
• 7032749 Canada Inc. v. 1998514 Ontario Inc.

  keywords: Bankruptcy and insolvency — Transfers at undervalue — BIA, s. 96, definition in s. 2 — Were the impugned payments “transfers at undervalue” where Family Corp. received no consideration — Arm’s length transfer recipients not creditors of Family Corp — Payments made from CRA tax refund contrary to Preservation Order — Transfers held to be at undervalue — Declaration discretion engaged — Transfers at undervalue found | Bankruptcy and insolvency — Insolvency — BIA, s. 2 “insolvent person” — Was Family Corp. insolvent when the transfers occurred — Demand under s. 244 issued and loans in default, cross‑collateralized obligations outstanding — Clear and convincing evidence standard applied, Van der Liek, Fisher v. Moffatt & Powell referenced — Family Corp unable to meet obligations as generally became due — Insolvency established | Bankruptcy and insolvency — Intent to defraud or delay — BIA, s. 96(1)(a)(iii) — Did Family Corp. intend to defraud, defeat or delay creditors — Breach of court Preservation Order and diversion of tax credits to third parties — Badges of fraud considered, Aquino cited — Knowledge of transfer recipients immaterial to debtor’s intent — Intent to defeat or delay creditors inferred — Intent established | Bankruptcy and insolvency — Remedies and discretion — BIA, s. 96 — Should the court order repayment by arm’s length transfer recipients — Discretion recognized, Peoples, EL04 referenced — Recipients bona fide creditors of principal or related entities, no notice, hardship if repayment ordered — Exceptional circumstances warrant refusal despite TUV findings — Approval of Receiver’s Reports and fees granted — Repayment refused, balance of relief dismissed

  CanLII | May 26, 2026
• 1943391 Ontario Ltd. v. Biosenta Inc.

  keywords: Bankruptcy and insolvency — Receivership — Court appointment — s. 243 BIA, s. 101 CJA — Whether it is just and convenient to appoint a receiver over all assets where security is limited and evidentiary record is thin — Distinction between private and court‑appointed receivers applied — Freure Village and Kingsett factors considered — Evidence inadequate to justify full receivership — Motion dismissed | Security interests — Collateral — Scope of security — Whether the security extends beyond a United States patent and Tri‑Filler — PPSA s. 63(4) notice defining collateral considered — Contractual right limited to appointing a private receiver over defined collateral, not a court receiver — No basis to seize all assets under security — Security limited to patent and Tri‑Filler confirmed | Contracts — Promissory note — Extension and estoppel — Whether a binding extension agreement or promissory estoppel bars enforcement — Oral discussion lacked essential terms and was followed by a formal extension proposal — No detrimental reliance shown — Concession that no enforceable extension or estoppel exists — Debt due and owing | Bankruptcy and insolvency — Insolvency — Cash‑flow test — MD&A disclosing dependence on funding and lack of material revenue — Whether cash‑flow insolvency alone warrants court‑appointed receivership — Alternatives noted including private receivership, bankruptcy, proposal to creditors — On this evidence, court appointment not necessary, helpful, just or convenient — Motion dismissed

  CanLII | May 25, 2026
• Re: 2398035 Ontario Inc. v. 2180366 Ontario Inc

  keywords: Procedure — Costs — Scale of costs — Reprehensible litigation conduct — Whether substantial indemnity costs warranted — Respondent’s sworn position found fiction, last‑minute concession of transfers at undervalue — Failure to make financial disclosure increased Trustee’s tracing task — Mars Canada Inc. and Davies applied to justify enhanced costs — Costs on substantial indemnity ordered | Procedure — Costs — Joint and several liability — Whether all Respondents should be jointly and severally liable — Privy status and acting in concert considered — Facilitating transfers at undervalue found, same blameworthiness as siblings — Individual role not a basis to apportion global costs — Joint and several responsibility for Trustee’s costs confirmed — Joint and several liability ordered | Procedure — Costs — Quantum and proportionality — Whether Trustee’s costs are reasonable and proportionate given access to justice — Fees substantial but about 3% of $16 million at issue — Boucher cited, no impediment to access to justice — Respondents’ misconduct and stance drove costs — Deduction for case conferences applied — Costs fixed at $500,000 all‑inclusive | Procedure — Costs — Costs submissions — Whether objectors must deliver Costs Outlines before challenging reasonableness — Prior direction required parties to deliver Costs Outlines — Objector provided only a gross fee figure without disbursements or taxes — No meaningful comparison without breakdown of tasks and time — Expectation for Costs Outlines enforced — Objection to quantum given little weight

  CanLII | May 25, 2026