Decisions

Keep up to date on the latest Commercial List decisions.

• Converge Technology Solutions Corp.

  keywords: Business associations — Corporate governance — Press releases — Acquisition Proposals — Superior Proposals — Board of directors — Whether press release should disclose the name of the submitting party and proposed share price — Court held that disclosure of both elements was required — Directions consistent with prior orders and the balance struck in earlier endorsements | Commerce and industry — Mergers and acquisitions — Disclosure obligations — Press releases — Whether disclosure of the submitting party’s identity and proposed share price in response to an Acquisition Proposal is required — Court held that such disclosure was necessary to ensure transparency and compliance with corporate governance standards | Securities — Regulatory compliance — National Instrument — Ontario Securities Commission — Capital markets regulation — Whether disclosure of submitting party’s identity and proposed share price aligns with National Instrument requirements — Court agreed with the Ontario Securities Commission’s position that disclosure was mandatory to ensure compliance with securities regulations

  CanLII | Apr 25, 2025
• Ontario Minister of Transportation v. Link 427 General Partnership

  keywords: Construction — Commercial arbitration — Interpretation of project agreements — Appeal of arbitration award under Arbitration Act, 1991 — Four disputes arising from a public-private partnership (P3) project for highway construction and maintenance — Did the Tribunal err in interpreting the Project Agreement in relation to crossfall remediation, utility relocation, leased land consents, and defect rectification? — Principles of contractual interpretation applied to construction disputes | Contracts — Contractual interpretation — Public-private partnership (P3) agreements — Tribunal’s interpretation of Project Agreement challenged on appeal — Whether Tribunal failed to consider the Project Agreement as a whole — Whether Tribunal misapplied principles of contractual interpretation in four disputes — Standard of review for extricable questions of law in commercial arbitration appeals — Correctness standard applied to legal errors | Civil procedure — Standard of review — Commercial arbitration appeals — Whether the standard of review for extricable questions of law in commercial arbitration appeals is correctness or reasonableness — Application of Vavilov principles to statutory appeals under Arbitration Act, 1991 — Correctness standard applied to questions of law in contractual interpretation | Contracts — Crossfall remediation — Minor Deficiencies — Tribunal found crossfall remediation was outside the scope of the Project Agreement and constituted a Variation — Whether Tribunal erred in classifying crossfall issues as Minor Deficiencies — Tribunal’s findings on safety, drainage, and construction tolerances upheld — No extricable error of law identified | Contracts — Utility relocation and leased land consents — Zenway Boulevard and 407 ETR disputes — Tribunal found Contracting Authority responsible for securing rights to relocate utilities and obtaining consents for leased lands — Whether Tribunal erred in interpreting s. 14.1 and related provisions of the Project Agreement — Tribunal’s interpretation of risk allocation and access rights upheld

  CanLII | Apr 25, 2025
• 1180554 Ontario Limited v. CBJ Developments Inc. et al.

  keywords: Bankruptcy and insolvency — Receivership — Discharge of Receiver — Approval of activities, fees, and disbursements — Receiver sought discharge and approval of its Third Report, activities, and fees — Should the Receiver be discharged and its activities approved? — Court adjourned the motion for discharge to allow for a complete record and further submissions — Governing principles for discharge of a Receiver and approval of its activities | Statutory interpretation — Receivership Orders — Impact on pending actions — Applicant sought clarity on whether the Receiver’s discharge would affect its ability to pursue two guarantee actions in Ontario — Does the discharge of the Receiver affect the Applicant’s pending actions? — Court held that the discharge would not affect the Applicant’s ability to pursue the actions — Interpretation of Receivership Orders in relation to pending litigation | Bankruptcy and insolvency — Breach of Receivership Order — Unauthorized commencement of actions — CBJ commenced Alberta and Ontario actions without the Receiver’s consent or leave of the Court — Did CBJ breach the Receivership Order? — Court found CBJ acted in direct breach of the Receivership Order — Principles governing compliance with Receivership Orders | Business associations — Corporate authority — Commencement of legal actions — CBJ commenced actions without corporate authority or legal representation — Were the actions properly commenced under corporate law? — Court found no evidence of corporate authority or Board approval for the actions — Requirements for corporate compliance in initiating legal proceedings | Civil procedure — Adjournment of motions — Completeness of record — Receiver suggested adjournment of the discharge motion to allow for a full record and further submissions — Should the motion for discharge be adjourned? — Court adjourned the motion to ensure a complete record and clarity on the value of pending actions — Principles governing adjournment of motions in commercial proceedings

  CanLII | Apr 25, 2025
• Waygar Capital Inc. v. El Mocambo Entertainment Inc. et al

  keywords: Bankruptcy and insolvency — Appointment of receiver — Just or convenient standard — Applicant sought appointment of a receiver under section 243 of the Bankruptcy and Insolvency Act and section 101 of the Courts of Justice Act — Respondents did not oppose the application — Is it just or convenient to appoint a receiver? — Factors considered holistically, including secured creditor rights, property preservation, and balance of convenience | Bankruptcy and insolvency — Deferral of receivership — Business operations — Applicant proposed deferring the effective date of the receivership to allow the Respondents to continue operating the business temporarily — Should the appointment of the receiver be deferred? — Court considered practical implications, including honoring existing contracts and minimizing disruption | Commerce and industry — Interim monitoring — Business as a going concern — Proposed Receiver agreed to act as Monitor on an interim basis to explore maintaining the business as a going concern — Can the proposed Receiver act as a Monitor? — Court approved interim monitoring to assess financial viability and potential sale as a going concern

  CanLII | Apr 22, 2025
• Shifrin v. LDF Frozen Foods Inc. et al

  keywords: Business associations — Shareholder disputes — Beneficial ownership — Applicant claimed 15% shareholding in corporation based on investment and work agreement — Respondents denied agreement and alleged repayment of investment — Credibility of witnesses central to dispute — Was the applicant entitled to 15% of the shares? — Enforceable agreement found — Oppression remedy granted under Ontario Business Corporations Act, s. 248 | Contracts — Formation of agreement — Oral and written agreements — Applicant alleged enforceable agreement for 15% shareholding in exchange for $100,000 investment and work — Respondents disputed terms and alleged repayment — Was there an enforceable agreement? — Court found essential terms agreed upon — February 2014 Agreement upheld as binding | Securities — Oppression remedy — Shareholder rights — Applicant sought oppression remedy for failure to issue shares and provide corporate documents — Respondents denied applicant’s shareholder status — Was the applicant entitled to relief under s. 248 of the Ontario Business Corporations Act? — Oppression remedy granted — Reasonable expectations of shareholder violated | Statutory interpretation — Limitations Act, 2002 — Discoverability of claims — Respondents argued claim for shares was statute-barred — Applicant claimed he was unaware of denial of shareholder status until 2024 — When was the claim discoverable? — Court held claim was not discoverable until respondents explicitly denied shareholder status — Claim not statute-barred

  CanLII | Apr 14, 2025
• Tridelta Investment Counsel Inc. v. GTA Mixed-Use Developments GP Inc.

  keywords: Civil procedure — Contempt of court — Sanctions — Costs — Defendants found in contempt for failing to comply with court orders, including a Turnover Order — Plaintiffs sought full indemnity costs as a sanction — Should full indemnity costs be awarded as a sanction for contempt? — Rule 60.11(5) of the Rules of Civil Procedure — Factors for determining sanctions for contempt include proportionality, deterrence, and aggravating factors | Constitution — Charter breaches — Stay Motion — Plaintiffs breached Charter rights by failing to disclose evidence in a timely manner and splitting their case — Defendants sought substantial indemnity costs for the Stay Motion — Should substantial indemnity costs be awarded for Charter breaches? — Canadian Charter of Rights and Freedoms, s. 24(1) — Costs awarded to defendants on a substantial indemnity basis | Civil procedure — Costs — Set-off — Defendants sought to set off costs awarded for the Stay Motion against outstanding costs owed to plaintiffs from prior decisions — Plaintiffs argued against set-off due to lack of mutuality of debts — Can costs awarded for a Stay Motion be set off against prior costs awards? — Courts of Justice Act, R.S.O. 1990, c. C.43, ss. 96, 106, 111 | Civil procedure — Costs of hearing — February 28, 2025 hearing — Plaintiffs awarded full indemnity costs for the sanction hearing portion of the attendance — No costs awarded for other issues addressed at the hearing — What costs should be awarded for a hearing addressing sanctions, costs, and set-off considerations? — Costs fixed at $50,000 for the sanction hearing

  CanLII | Apr 11, 2025
• Dubrofsky v. Weisz

  keywords: Business associations — Corporate governance — Shareholder disputes — Interlocutory injunctions — Applicant sought to restrain respondent from withdrawing funds from corporation under section 248(3)(a) of the Business Corporations Act (Ontario) — Should the test for granting an injunction be "serious issue to be tried" or "strong prima facie case"? — Court applied "strong prima facie case" test for relief akin to Mareva injunctions — Business Corporations Act, R.S.O. 1990, c. B.16, s. 248(3)(a) | Civil procedure — Interlocutory injunctions — Test for granting — Applicant sought to restrain respondent from withdrawing funds from corporation — Did the applicant establish irreparable harm to justify the injunction? — Harm must be irreparable, not merely monetary — Court found no irreparable harm as corporate assets were held in trust or illiquid — Framework from RJR-MacDonald Inc. v. Canada (A.G.) applied | Property — Corporate assets — Restrictions on encumbrances — Applicant sought to prevent respondent from encumbering or withdrawing funds from corporate assets — Should restrictions be imposed on corporate property pending resolution of the dispute? — Court ordered that corporate property not be encumbered without consent or court order — Funds held in trust to remain pending further agreement or court order

  CanLII | Apr 9, 2025
• ABR PI Investments, Ltd. et al. v. Coco et al.

  keywords: Civil procedure — Jurisdiction simpliciter — Real and substantial connection — Ontario Superior Court of Justice — Foreign trustee — Misappropriation of funds in Ontario — Contracts connected to the dispute made in Ontario — Torts committed in Ontario — Presumptive connecting factors under Van Breda — Did the Trustee rebut the presumption of jurisdiction? — Ontario courts have jurisdiction over the Trustee based on real and substantial connection principles | Contracts — Governing law and forum clauses — Trust Deed executed in Ontario — Contracts connected to the dispute — Loan agreements made in Ontario — Misappropriation of funds traceable to Ontario contracts — Are contracts connected to the dispute sufficient to establish jurisdiction? — Contracts made in Ontario establish a presumptive connecting factor under Van Breda | Estates and trusts — Forum non conveniens — Trust governed by Liechtenstein law — Trustee domiciled in Liechtenstein — Equitable remedies sought in Ontario — Multiplicity of proceedings — Is Liechtenstein a clearly more appropriate forum? — Ontario is the convenient forum for resolving disputes involving the Trust | Evidence — Sufficiency of pleadings — Adequacy of claims against the Trustee — Jurisdictional analysis — Claims sufficiently pleaded to allow for jurisdictional determination — Do deficiencies in pleadings preclude jurisdictional analysis? — Pleadings meet the threshold for jurisdictional analysis under Ontario law

  CanLII | Apr 8, 2025
• Bridging Finance Inc. et al. v. Sharpe et al.

  keywords: Civil procedure — Jurisdiction simpliciter — Real and substantial connection — Ontario Superior Court of Justice — Misappropriation of funds originating in Ontario — Trustee of Liechtenstein trust — Presumptive connecting factors — Contracts made in Ontario — Torts committed in Ontario — Rebuttal of presumptive factors — Does the Ontario court have jurisdiction over the Trustee? — Framework from Van Breda and Haaretz.com applied | Contracts — Connection to dispute — Trust Deed and related documents — Contracts made in Ontario — Misappropriation of funds — Loan agreements connected to Ontario — Trustee’s knowledge of Ontario origin of funds — Are contracts connected to the dispute sufficient to establish jurisdiction? — Van Breda principles governing contracts as connecting factors | Estates and trusts — Forum non conveniens — Liechtenstein trust — Governing law and forum clauses favouring Liechtenstein — Multiplicity of proceedings — Equitable remedies sought in Ontario — Is Liechtenstein a clearly more appropriate forum? — High standard for displacing plaintiff’s chosen forum under Van Breda | Evidence — Sufficiency of pleadings — Adequacy of claims against Trustee — Jurisdictional analysis — Allegations of knowing receipt and constructive trust — Are the pleadings sufficient to allow the court to assess jurisdiction? — Threshold for sufficiency of pleadings under Sparkasse and Rule 37.01

  CanLII | Apr 8, 2025
• Sherif Gerges Pharmacy Professional Corporation et al. v. Niam Pharmaceuticals Inc. et al

  keywords: Business associations — Corporate governance — Appointment of inspector — Related party transactions — Allegations of oppressive conduct — Financial mismanagement — Should an inspector be appointed under the Business Corporations Act (Ontario) to investigate the Pharmacies’ financial and business affairs? — Test for appointing an inspector under s. 161 of the OBCA — Prima facie case and appropriateness of investigation — Costs of investigation shared equally by the Pharmacies | Statutory interpretation — Business Corporations Act (Ontario) — Derivative actions — Leave to prosecute — Allegations of misappropriation of corporate funds — Should leave be granted under s. 246 of the OBCA to bring derivative actions on behalf of the Pharmacies and Woodbine Downs? — Best interests of the corporation — Test for granting leave under s. 246 of the OBCA | Contracts — Arbitration clauses — Shareholder agreements — Disputes between shareholders — Derivative actions — Do arbitration provisions in shareholder agreements preclude leave to prosecute derivative actions on behalf of the Pharmacies? — Scope of arbitration clauses — Waiver of arbitration rights through participation in litigation | Civil procedure — Costs — Allocation of costs — Inspector and derivative actions — Should the costs of the inspector and derivative actions be allocated among the parties? — Costs shared equally by the Pharmacies and Gerges — Costs allocation subject to adjustment based on outcome

  CanLII | Apr 7, 2025