Decisions

Keep up to date on the latest Commercial List decisions.

• Nanji v. Karmali et. al.

  keywords: Civil procedure — Mareva injunction — Continuation of injunction — Plaintiff sought continuation of Mareva injunction against defendants — Defendants opposed continuation, arguing high threshold for extraordinary relief not met — Should the Mareva injunction be continued? — Test for Mareva injunction includes strong prima facie case, risk of dissipation, and irreparable harm — Injunction continued as criteria satisfied | Torts — Fraudulent misrepresentation — Prima facie case — Plaintiff alleged fraudulent misrepresentation by defendants in investment scheme — Defendants argued plaintiff accepted high-risk investment and failed due diligence — Has the plaintiff established a strong prima facie case of fraud? — Fraudulent misrepresentation established where false representation, knowledge, reliance, and loss proven | Contracts — Entire agreement clause — Fraudulent misrepresentation — Defendants argued entire agreement clause precluded reliance on representations outside contract — Can an entire agreement clause bar claims of fraudulent misrepresentation? — Entire agreement clauses do not preclude remedies for fraudulent misrepresentation | Evidence — Risk of dissipation — Bank records and asset disclosure — Plaintiff presented evidence of defendants' financial conduct, including asset dissipation and misrepresentation — Defendants argued no risk of dissipation — Is there a risk of dissipation of assets justifying the injunction? — Risk of dissipation inferred from evidence of fraudulent conduct and asset transfers

  CanLII | Jun 2, 2025
• Ontario Securities Commission v. Cacoeli Asset Management

  keywords: Bankruptcy and insolvency — Receivership — Appointment of receiver — Ontario Securities Commission sought appointment of receiver under section 129 of the Securities Act — Allegations of misuse of investor funds and diversion of equity among projects — Whether receivership is in the best interests of creditors and stakeholders — Broad discretion of courts under section 129 — Criteria for appointing a receiver — Ontario Securities Act, R.S.O. 1990, c. S.5, s. 129 | Securities — Investor protection — Misuse of funds — Ontario Securities Commission investigation into alleged diversion of investor equity for undisclosed purposes — Marketing materials and limited partnership agreements indicated single-purpose investments — Whether investor funds were improperly diverted among projects — Governing principles for appointing a receiver under section 129 of the Securities Act | Evidence — Evidentiary standard — Section 129 application — Whether the Ontario Securities Commission must establish a strong prima facie case or meet a lower threshold — Standard of “serious concerns” sufficient for interim protective measures — Comparison to evidentiary standards in other sections of the Securities Act — Ontario Securities Act, R.S.O. 1990, c. S.5, s. 129 | Civil procedure — Admissibility of evidence — Hearsay — Transcripts of investor interviews conducted by the Ontario Securities Commission — Whether transcripts are admissible for the truth of their contents — Non-hearsay purposes, including impeachment of witnesses — Restrictions under sections 16 and 17 of the Securities Act on disclosure of investigation materials — Ontario Securities Act, R.S.O. 1990, c. S.5, ss. 16, 17 | Property — Scope of receivership — Creditor rights — Whether certain properties should be excluded from the receivership order — Arguments by secured creditors for exclusion of specific properties — Risks of fragmented enforcement and lack of central oversight — Court’s discretion to include all properties to ensure coordinated administration — Ontario Securities Act, R.S.O. 1990, c. S.5, s. 129

  CanLII | May 29, 2025
• The Cannabist Company Holdings Inc. et al v. Murchinson Ltd.

  keywords: Bankruptcy and insolvency — Corporate restructuring — Plan of arrangement — Liquidity challenges — Approval of arrangement under section 192 of the CBCA — Whether the arrangement satisfies statutory and court-mandated requirements, is proposed in good faith, and is fair and reasonable — Test for approval of arrangements under BCE Inc., Re and Concordia International Corp. (Re) — Arrangement approved as necessary to avoid insolvency and maximize stakeholder value | Business associations — Oppression remedy — Section 241 of the CBCA — Complainant’s reasonable expectations — Whether the company acted oppressively, unfairly prejudicially, or unfairly disregarded the complainant’s interests — Serial voting rights under the Existing Indenture — Use of CBCA arrangement provisions to override contractual terms — Oppression application dismissed as complainant’s expectations were not reasonable in the circumstances | Civil procedure — No action clause — Indenture provisions — Whether the "no action" clause in the Existing Indenture bars the complainant from bringing an oppression application — Interpretation of contractual clauses in the context of CBCA arrangements — Oppression application barred by the "no action" clause as claims were not for the equal and rateable benefit of all noteholders | Contracts — Breach of contract — Civil conspiracy — Whether the company breached the Existing Indenture or engaged in civil conspiracy with certain noteholders — Claims of breach of contract and civil conspiracy dismissed — Arrangement approved under section 192 of the CBCA overrides contractual non-compliance — No evidence of unlawful means to support civil conspiracy | Business associations — Releases and waiver provisions — Final order under section 192 of the CBCA — Scope of releases and waiver of defaults — Whether releases and waiver provisions are appropriate and necessary to prevent collateral attacks on the arrangement — Releases approved as essential to the restructuring and consistent with prior CBCA cases

  CanLII | May 29, 2025
• Chief Executive Officer of the Financial Services Regulatory of Ontario v. Sussman Mortgage Funding Inc. et al.

  keywords: Bankruptcy and insolvency — Receivership — Appointment of representative counsel — Investors in syndicated mortgages brokered by a regulated mortgage brokerage — Receiver appointed to administer the debtor’s estate — Should representative counsel be appointed to represent investors in the receivership proceedings? — Jurisdiction to appoint representative counsel under Rules of Civil Procedure and Courts of Justice Act — Factors considered in appointing representative counsel in insolvency proceedings | Securities — Syndicated mortgages — Investor protection — Allegations of wrongdoing by mortgage brokerage, including misappropriation of funds and irregularities in mortgage registration — Should representative counsel be appointed to protect the interests of investors in syndicated mortgages? — Court’s discretion to appoint representative counsel to avoid inefficiency and multiplicity of legal retainers | Professional responsibility — Competing applications for representative counsel — Two law firms proposed to represent investors in receivership proceedings — Which firm should be appointed as representative counsel? — Factors considered include experience, proposed approach, fee structure, and potential conflicts — Preference for firm offering upfront transparency and cost certainty | Civil procedure — Terms of court orders — Opt-out process for investors in representative counsel appointment — Are the terms of the order appointing representative counsel appropriate? — Court amends draft order to clarify opt-out timeline and ensure diverse representation on the investor committee — Representative counsel’s fees subject to court approval

  CanLII | May 28, 2025
• Logpin Investments Limited et al. v Sussman et al.

  keywords: Bankruptcy and insolvency — Receivership — Appointment of receiver — Terms of receivership order — Respondents consented to the appointment of B. Riley Farber Inc. as Receiver — Should the Receiver be appointed, and are the terms of the order appropriate? — Public interest and just or convenient standard under s. 37 of the MBLAA and s. 101 of the CJA — Court satisfied that receivership is necessary to protect stakeholders and investigate irregularities | Securities — Syndicated mortgages — Mismanagement and investor complaints — SMFI regulated under the MBLAA — Allegations of misappropriation, irregularities in mortgage registration, and investor funds misdirected — Should a court-supervised receivership process be implemented to address investor concerns? — Protection of public interest under the MBLAA and CJA | Civil procedure — Representative counsel — Motion to appoint representative counsel for SMFI investors — Short notice of motion service raised procedural concerns — Should the motion be granted, and what procedural safeguards apply? — Hearing adjourned to allow for proper notice and submissions — Urgency balanced with procedural fairness

  CanLII | May 26, 2025
• TDCI Bracebridge Inc. v. Sheppard

  keywords: Civil procedure — Summary judgment — Limitations Act, 2002 — Defendants moved for summary judgment to dismiss claims as statute-barred and lacking genuine issues for trial — Whether the claims against the defendant lawyer and corporation should proceed to trial — Test for summary judgment under Rule 20 of the Rules of Civil Procedure — Hryniak v. Mauldin framework applied | Evidence — Discoverability — Limitations Act, 2002 — Plaintiffs alleged breaches of fiduciary duty, negligence, and unjust enrichment — Whether plaintiffs had actual or constructive knowledge of material facts to trigger the limitation period — Grant Thornton LLP v. New Brunswick standard for plausible inference of liability applied | Obligations — Unjust enrichment — Payments to Heel Strike Corporation — Plaintiffs alleged unjust enrichment from mortgage advances — Defendants argued payments were loan repayments supported by evidence — Whether there was a genuine issue requiring a trial — Summary judgment granted for Heel Strike Corporation | Professional responsibility — Duty of care — Negligence — Plaintiffs alleged defendant lawyer owed duties to non-client Premiere Self Storage Inc. — Whether a duty of care existed for losses related to business interests and assets — No evidence of a solicitor-client relationship or duty to non-client — Summary judgment granted for the defendant lawyer

  CanLII | May 20, 2025
• U.S. Steel Canada Inc. (Re)

  keywords: Bankruptcy and insolvency — Companies' Creditors Arrangement Act (CCAA) — Real estate broker's entitlement to commission — Monitor's role in land restructuring — Disputes over commission claims in equity transactions — Whether commission claims can be resolved in the context of ongoing CCAA proceedings — Framework for resolving disputes in complex insolvency contexts | Contracts — Real estate brokerage agreements — AMSA and Listing Agreements — Whether AMSA provides for commission on equity transactions — Interpretation of "transaction" and "sale" under AMSA — Expiry of Listing Agreements and its impact on commission claims — Governing principles of contract interpretation in commercial contexts | Contracts — Holdover provisions — MSA holdover clause — Whether negotiations with Stelco during MSA term entitle broker to commission — Requirements for holdover provisions to apply — Evidence of ongoing negotiations or prospects under MSA — Application of holdover clauses in real estate brokerage contracts | Obligations — Unjust enrichment — Quantum meruit — Real estate broker's claim for commission in absence of contractual entitlement — Whether services provided enriched the client — Corresponding deprivation and juristic reason — Application of equitable principles in commercial disputes

  CanLII | May 12, 2025
• Ang v. Ang

  keywords: Business associations — Shareholder disputes — Oppression remedy — Unanimous Shareholders Agreement (USA) — Plaintiff alleged oral agreement for equal division of shares in Bolt Technologies Incorporated — USA contained entire agreement and paramountcy clauses precluding reliance on prior oral agreements — Did the USA foreclose the plaintiff's claim for additional shares? — USA provisions upheld as binding and enforceable, precluding claims based on alleged oral agreements | Contracts — Oral agreements — Shareholder agreements — Plaintiff alleged enforceable oral understanding for equal division of shares — Defendant denied such agreement, relying on the USA — Was there an enforceable oral agreement or representation? — No enforceable oral agreement found; USA superseded any alleged prior understanding | Evidence — Credibility — Fabrication of evidence — Plaintiff produced and later disavowed a fabricated document purporting to confirm an oral agreement — Did the plaintiff's conduct undermine his credibility and disentitle him to equitable relief? — Plaintiff's fabrication of evidence violated the "clean hands" doctrine, barring equitable remedies | Obligations — Fiduciary duties — Misappropriation of proprietary information — Plaintiff downloaded and retained confidential company documents after resignation — Engaged in competitive activities with competitors and new ventures — Did the plaintiff breach fiduciary and contractual obligations? — Plaintiff breached fiduciary and contractual duties; disgorgement of profits and punitive damages awarded | Torts — Punitive damages — Breach of fiduciary duty — Plaintiff's misconduct included fabricating evidence, withholding information, and breaching confidentiality — Are punitive damages warranted to deter and denounce such conduct? — Punitive damages of $100,000 awarded to reflect the court's denunciation of the plaintiff's conduct

  CanLII | May 7, 2025
• Hudson’s Bay Company, Re

  keywords: Bankruptcy and insolvency — Companies' Creditors Arrangement Act (CCAA) — Appointment of Representative Counsel — Sale and Investment Solicitation Process (SISP) — Art Collection — Independent third-party evaluation — Should Representative Counsel be appointed to represent employees and retirees? — Should the Art Collection be removed from the SISP? — Broad discretion of the court under section 11 of the CCAA to balance stakeholder interests | Labour and employment — Representative Counsel — Employees and retirees — Vulnerable stakeholders — Pension and benefit entitlements — Should Representative Counsel be appointed to represent non-unionized employees and retirees? — Factors from CanWest Publishing Inc. (Re) and Nortel Networks Corporation (Re) applied — Holistic analysis of stakeholder vulnerability and efficiency in CCAA proceedings | Property — Art Collection — Cultural and historical significance — Royal Charter of 1670 — Auction process — Should the Art Collection be removed from the SISP and auctioned separately? — Compliance with Canadian heritage and cultural property laws — Engagement of Heffel Gallery Limited as auctioneer — Transparent and fair process for disposition of artifacts | Civil procedure — Appointment of Representative Counsel — Independent third-party evaluation — Process for selecting counsel — Should an independent third party evaluate proposals for Representative Counsel? — Appointment of Hon. Herman Wilton-Siegel to ensure fairness and independence — Rule 10.01 of the Rules of Civil Procedure and section 11 of the CCAA applied | Indigenous peoples — Cultural artifacts — First Nations interests — Assembly of Manitoba Chiefs — Stakeholder engagement — What considerations should govern the disposition of culturally significant artifacts? — Compliance with Canadian Cultural Property Export Control List — Balancing cultural, spiritual, and historical significance with other stakeholder rights

  CanLII | May 6, 2025
• Aggregated Investments Inc. et al. v. Pace Group Holding Inc. et al

  keywords: Bankruptcy and insolvency — Appointment of receiver — Just or convenient standard — Applicant sought appointment of receiver under s. 101 of the Courts of Justice Act and s. 243 of the Bankruptcy and Insolvency Act — Whether appointment of a receiver was just or convenient in light of the circumstances — Test for appointing a receiver includes consideration of all relevant factors — Application dismissed as appointment was not just or convenient | Civil procedure — Receivership applications — Just or convenient standard — Applicant sought to enforce security agreements through appointment of a receiver — Whether the court should exercise its discretion to appoint a receiver — Court must consider the rights of all parties and balance potential prejudice — Appointment denied due to unresolved issues regarding the underlying debt | Contracts — Guarantees — Defenses to enforcement — Respondents alleged breach of duty of good faith by creditor in connection with amendments to APS — Whether bona fide defense to Guarantee precluded appointment of receiver — Breach of duty of good faith cannot be contracted out of — Existence of bona fide defense weighed against granting receivership order | Obligations — Duty of good faith — Creditor conduct — Creditor failed to oppose amendments to APS that reduced its recovery and shifted value to related party — Whether creditor’s conduct precluded appointment of receiver — Creditor’s inequitable conduct weighed against granting extraordinary remedy of receivership

  CanLII | May 5, 2025