Decisions

Keep up to date on the latest Commercial List decisions.

• Pianosi v. Pianosi Industrial Leasing Ltd.

  keywords: Business associations — Ontario Business Corporations Act oppression remedy — Closely-held family company — Reasonable expectations and transparency — Whether respondents acted oppressively toward a 50% shareholder under OBCA, s. 248 — Withholding financial information, exclusion from management, self-dealing and benefits to insiders — Oppression found | Business associations — Oppression — Reasonable expectations — Closely-held company governance — Whether a 50% shareholder has a reasonable expectation of full financial disclosure and non-self-dealing — BCE Inc. v. 1976 Debentureholders framework applied — Unilateral bonuses, interest-free loans, and exclusion from decision-making assessed — Liability under OBCA, s. 248 confirmed | Business associations — Remedies — Buy-out and winding up — OBCA, ss. 207, 248 — Whether winding up is required or whether a buy-out is preferable given deadlock and dysfunction — Directions for a mini-trial on valuation and quantification of damages — Interim equalization payment ordered — Winding up deferred pending buy-out process | Limitation periods — Laches and limitations — Oppression claims — Whether the claims are barred by laches and or statutory limitations where disclosure was withheld — When the claim clock started to run in light of court-ordered disclosure — Respondents’ laches and limitations arguments rejected — Claims not dismissed | Procedure — Applications — Conversion to trial — Procedural fairness — Whether the matter should be converted to a trial due to alleged complexity and credibility issues — Oppression remedy proceedings treated as applications where issues can be decided on the record — Supplementary affidavit and expert material admitted — Conversion request abandoned, application proceeds

  CanLII | Sep 16, 2026
• The Lawrence Phoenix Inc. v. 2531961 Ontario Inc.

  keywords: Bankruptcy and insolvency — Receivers — Appointment and sale process — Bankruptcy and Insolvency Act, subs. 243(1), Courts of Justice Act, s. 101 — Appointment of receiver over assets, properties and undertakings, including real property — Court-supervised sale process — Deteriorating and unsafe building, security concerns, uncertain insurance — Relief granted, receiver appointed and sale process approved | Procedure — Receivership proceedings — Discretionary relief — Whether a second receivership order is just or convenient — Prior receiver discharged, court retains jurisdiction and discretion to re-appoint — West Face Capital Inc. v. Chieftain Metals Inc., Environmental Waterproofing Inc. v. Huron Tract Holdings Inc. — Respondents’ objections rejected — Order granted | Limitation periods — Mortgage enforcement — Applicable statute — Whether the receivership application is statute-barred — Acknowledgement of mortgage debts and refreshing limitation period noted — Real Property Limitations Act, s. 43(1) and s. 23(1) applies to enforcement over real property, not Limitations Act, 2002 — Limitation defence rejected | Security interests — Enforcement — Receivership remedy — Whether the applicant retains the right under its security to appoint a receiver over collateral, including real property — Default and non-payment, security and indebtedness assigned, notices under Bankruptcy and Insolvency Act, s. 244 — Receivership framed as mortgage enforcement for preservation, management and realization — Receiver appointment granted

  CanLII | Sep 3, 2026
• Snook v. Royal Stone Interlocking Concrete Ltd.

  keywords: Procedure — Motions — Commercial List case management — Rules of Civil Procedure, rr. 3.02 and 6.1.01 — Whether late-served motion materials should be validated and the trial split into Phase 1 and Phase 2 — Mandatory timetable not complied with, record found insufficient on positive benefit — Extension of time granted, bifurcation motion dismissed | Procedure — Timetables — Extension of time — Rules of Civil Procedure, r. 3.02 — Whether the court should extend time and validate late service and filing of a motion record served the day before the hearing — Explanation found “woefully insufficient”, fairness to opposing party considered — Extension granted | Procedure — Separate hearings — Bifurcation of liability and damages — Rules of Civil Procedure, r. 6.1.01, LaPointe v. Simcoe Muskoka Catholic District School Board — Whether moving parties tendered decisive evidence of positive benefit, cost savings, and severability — Delay and additional costs weighed — Separate hearing refused, motion dismissed

  CanLII | Sep 2, 2026
• Lamptey v. Suske Capital Inc.

  keywords: Procedure — Injunctions — Mareva injunction — Prejudgment execution — Whether extraordinary relief freezing worldwide assets should issue — Chitel v. Rothbart requirements applied, including strong prima facie case and serious risk of dissipation — Policy against prejudgment execution considered — Undertaking as to damages noted — Mareva injunction dismissed | Civil liability — Torts — Civil fraud — Fraudulent misrepresentation — Whether strong prima facie case of false representation and knowledge is shown — Bruno Appliance and Furniture, Inc. v. Hryniak elements applied — Oral presentation and “green sheet” weighed against offering documents and acknowledgements — Fraudulent scheme allegations rejected on paper record — Strong prima facie case not established | Procedure — Injunctions — Asset dissipation — Whether defendants threaten to remove or dissipate assets to avoid judgment — Chitel v. Rothbart and Aetna Financial Services Ltd. v. Feigelman applied — “Sine qua non” of intention to defeat judgment emphasised — No “vanishing bank accounts” or offshore movements found — Serious risk of dissipation not shown | Procedure — Pleadings — Amendments — Derivative action — Whether new claims and added request for leave can be raised in reply materials — Rules of Civil Procedure, r. 26.02 referenced for adding defendants — Motion required to proceed on statement of claim as constituted — Proposed amended claim not addressed on merits — Leave required and not granted on this motion | Contracts — Interpretation — Limited partnership agreement — Subscription agreement — Whether principal and interest are due and whether principal can be paid without release — Maturity date in subscription agreement contrasted with LP distribution restriction until debts repaid — Inconsistency creates triable issue as to when money is due — Order on payment not made — Triable issue found

  CanLII | Aug 19, 2026
• Royal Bank of Canada v. 2309136 Ontario Inc.

  keywords: Bankruptcy and insolvency — Receivership — Right of redemption versus court-ordered sale — Whether the Debtors may redeem after a court-approved sale process and executed APS — Balancing equity of redemption against integrity of receivership process — Rose-Isli, Soundair and Petranik applied — Late attempt to redeem risks making a “mockery” of the process — Redemption refused | Bankruptcy and insolvency — Receivership — Funding to redeem — Whether the Debtors proved immediate and unconditional ability to redeem with “cash in hand” — Redacted commitment letter and imprecise trust letter scrutinised — Spotlight and Sikh Lehar considered — Conditions, security over restrained properties, and opacity undermined readiness — Redemption refused | Bankruptcy and insolvency — Receivership sales — Approval and vesting order — Whether the Receiver’s proposed Transaction should be approved under Soundair — Sale process authorised, multiple bids received, successful APS executed — Process reasonable and appropriate, stakeholders’ interests considered — Court satisfied Soundair factors met — AVO granted and Receiver’s sale approved

  CanLII | Aug 14, 2026
• Zhou et al v. Chen et al

  keywords: Procedure — Contempt — Penalty — Rules of Civil Procedure, r. 60.11(5) — Appropriate penalty for civil contempt — Court’s discretion to order imprisonment, fine, costs or compliance — Purpose to enforce orders and maintain respect for courts per Cavalon and Boily — Proportionality and similarity of sentences considered — Incarceration as last resort per Chiang — Removal from board maintained | Procedure — Contempt — Purging — Whether the Plaintiff purged her contempt — Retraction and apology emails to regulator and counsel — Timing and genuineness assessed against mitigation principles — Balance of probabilities standard for purging and mitigating factors per Chiang — Steps taken to withdraw prior communications acknowledged — Mitigation credited | Procedure — Contempt — Aggravating factors — Whether aggravating factors proven beyond a reasonable doubt — Alleged management participation and control of shareholder assessed — Insufficient clear, cogent, convincing evidence of impersonation or control — Threatening email considered but weighed in context — No imputation of corporate acts to the Plaintiff — Aggravating factors largely unproven | Procedure — Contempt — Sentencing — Whether incarceration is warranted or alternatives suffice — Denunciation and deterrence balanced with compliance objective — First finding of contempt and partial purging — Alternative sanctions adequate given circumstances — Continuing removal from board promotes compliance — Costs of penalty phase awarded — Incarceration refused, removal from board maintained, costs ordered

  CanLII | Aug 14, 2026
• McCallum v. Aviva Insurance Co.

  keywords: Procedure — Class proceedings — Settlement notice approval — Whether the court should approve a Notice of Proposed Settlement under the Class Proceedings Act, 1992, s. 29(2) — Certified class action, motion on consent of the Defendant — Notice found appropriately informative — Approval of notice process for settlement hearing — Notice approved | Procedure — Class proceedings — Notice program — Adequacy of a Pre-Approval Notice Plan using direct notice consistent with the certification notice program — Defendant provided class member contact information — Class counsel to disseminate notice with an objection filing deadline — Plan follows the successful methods of certification notice — Pre-Approval Notice Plan approved | Procedure — Case management — Court file designation — Should the action be treated as having a CP file number for filings — Commercial List history produced a CL number — File number a formality not to impede timely filings — Direction to provide a revised draft Order with operative paragraph — Action treated as CP file number — Directions issued

  CanLII | Aug 10, 2026
• Royal Canadian Legion v. Aviva Insurance Co.

  keywords: Procedure — Class proceedings — Settlement approval notice — Whether to approve Notice of Proposed Settlement and Pre-Approval Notice Plan under s. 29(2) of the Class Proceedings Act, 1992 — Direct notice to class members consistent with certification notice program — Objection process described and timeline set — Notice of Proposed Settlement and Pre-Approval Notice Plan approved | Procedure — Court administration — Filing and case management — Do file-number irregularities impede filing in the settlement approval process? — Action to be treated as if it had a CP file number — Direction to include operative paragraph in revised order — Filing to proceed unaffected by CL designation — Filing directions issued

  CanLII | Aug 10, 2026
• Enlightened Funding Corporation v. Velocity Asset and Credit Corporation

  keywords: Bankruptcy and insolvency — Insolvency — Proof under BIA s. 2(c) — Whether insolvency established on balance sheet basis throughout review period — Prima facie case and reasonable inference from fragmentary records applied — Robinson v. Countrywide Factors endorsed on burden and inference — Narrative evidence of liquidity distress considered — Insolvency found | Bankruptcy and insolvency — Preferences and transfers at undervalue — BIA ss. 95 and 96 — Do payments to non‑arm’s length recipients constitute transfers at undervalue or preferences requiring repayment? — Gratuitous payments and loan repayments void as against the Receiver — Findings made person by person on evidentiary record — Repayment ordered in part | Bankruptcy and insolvency — Arm’s length — BIA s. 4 — Were recipients dealing at arm’s length and what intent is required for preference? — McLarty test and commercial incentives applied — Shapiro found arm’s length and claims dismissed for lack of preferential intent — Scasny found non‑arm’s length on totality of circumstances — Mixed results | Bankruptcy and insolvency — Remedies — Court’s discretion under BIA ss. 95 and 96 — How should discretion be exercised post‑2007 amendments enhancing pari passu sharing? — Discretion to relieve applied narrowly to avoid undermining statutory scheme — No equitable basis shown by non‑arm’s length parties — Repayment ordered as determined

  CanLII | Aug 10, 2026
• GG Kingspa Enterprises Limited Partnership v. 1107051 Ontario Ltd.

  keywords: Contracts — Settlement agreements — Interpretation of Minutes of Settlement — Whether failure to extend the March 3 bid deadline breached the Minutes — Public Marketing Period and broker-led process considered — Independent broker’s recommendation adopted — No implied term to align bid deadline with marketing period, citing M.J.B. Enterprises and Royal Bank v. Peace Bridge Duty Free — No breach found | Contracts — Settlement agreements — Backstop Purchase — Did refusal to execute the Backstop APS without Article 7 breach the Minutes? — Addition of Article 7 would re-write the agreement — Court unwilling to imply new Stage 4 or reopen auction — Refusal to sign substantially similar APS to YSC APS held contrary to Minutes — Breach found | Contracts — Remedies — Specific performance — Should the parties be compelled to execute and close under the Backstop APS? — Separation of interests and sale of real property engaged — Finality and predictability emphasised, citing Paterson Veterinary Professional Corp. — Specific performance appropriate to enforce settlement — Specific performance ordered | Contracts — Payment obligations — Paras. 1(a)(iv) and 2(m) of Minutes of Settlement — Are payment obligations waived, reduced or deferred due to alleged delay? — No breach or misconduct by the other party — Delays contemplated by the Minutes — Equitable relief from contractual payments not warranted — Relief from payment obligations denied

  CanLII | Aug 4, 2026