Decisions

Keep up to date on the latest Commercial List decisions.

• City of Toronto v. Harry Sherman Crowe Housing Co-Operative Inc.

  keywords: Bankruptcy and insolvency — Receivership — Approval of Receiver’s activities, fees, and reports — Receiver’s activities conducted within the scope of the Appointment Order and Housing Services Act — Court satisfied with prudence and diligence of Receiver’s actions — Standard practice of periodic court approval of Receiver’s activities — Approval granted for Receiver’s fees and reports — Test for approval of court-appointed officer’s actions under inherent jurisdiction | Property — Housing co-operatives — Receivership — Approval of Receiver’s activities and fees — Receiver’s mandate to stabilize Co-op’s finances, governance, and operations — Receiver’s actions included urgent repairs, governance improvements, and financial management — Court satisfied with Receiver’s compliance with Appointment Order and Housing Services Act — Approval of Receiver’s activities and fees justified under relevant case law | Municipalities — Housing Services Act — Request for Expressions of Interest and Qualifications (RFEIQ) process — Receiver’s authority to propose RFEIQ process for transitioning Co-op out of receivership — Court approval of RFEIQ process limited to initial phases — Receiver directed to report back on progress — Court retains discretion to approve further steps — Test for approval of proposed processes in receivership context | Social welfare — Co-operative housing — Governance and management — Receiver’s authority to evaluate board candidates — Concerns about unresolved governance issues and triggering events — Receiver’s proposed RFEIQ process includes objective criteria for board candidacy — Court limits Receiver’s role in subjective evaluation of candidates — Court emphasizes importance of governance stability in transitioning Co-op out of receivership | Civil procedure — Court supervision of receivership — Restrictions on current Board’s ability to call meetings — Board prohibited from calling AGM or other meetings during RFEIQ process without court approval — Court’s discretion to impose procedural safeguards in receivership proceedings — Balancing stakeholder rights and procedural fairness in court-supervised processes

  CanLII | Jul 8, 2025
• InFrontier AF LP v. Rahmani

  keywords: International law — Recognition and enforcement of foreign arbitral awards — New York Convention — Application of the Convention to arbitral awards rendered in Dubai International Financial Centre — Whether the arbitral award should be recognized and enforced despite objections regarding procedural rules and tribunal composition — Governing principles under the New York Convention, Article V | Statutory interpretation — Interpretation of arbitration agreements — Effect of Dubai Decree No. (34) on arbitration agreements referencing DIFC-LCIA Arbitration Rules — Whether the Decree replaced DIFC-LCIA Arbitration Rules with DIAC Arbitration Rules — Principles of Canadian law applied to interpret foreign legislation in the absence of evidence of foreign law | Civil procedure — Procedural fairness in arbitration — Allegations of compressed timelines and inability to retain counsel — Whether the arbitrator’s procedural decisions denied the respondent a fair hearing — Governing principles of procedural fairness in arbitration under the New York Convention

  CanLII | Jul 7, 2025
• Paragon Protection Ltd. et al v. Tamstu-Harjon Holdings of Canada Limited et al

  keywords: Business associations — Oppression remedy — Standing of complainants — Plaintiffs sought to advance oppression claims under section 248 of the OBCA against a corporate director in his personal capacity — Whether plaintiffs, as potential creditors, qualify as proper complainants under section 245(2)(c) of the OBCA — Court found plaintiffs did not meet the criteria for standing as complainants — Ontario Business Corporations Act, R.S.O. 1990, c. B.16, ss. 245, 248 | Securities — Oppression remedy — Standing of potential creditors — Plaintiffs claimed oppression based on alleged breaches of a Consultant Agreement and litigation initiated by the defendant — Whether plaintiffs, as potential creditors, qualify as complainants under section 245(2)(c) of the OBCA — Court held plaintiffs were not creditors at the time of the alleged oppression and lacked standing — Ontario Business Corporations Act, R.S.O. 1990, c. B.16, ss. 245, 248 | Civil procedure — Summary judgment — Rule 20.04(2)(a) — Defendant sought summary judgment to dismiss oppression claims against him in his personal capacity — Whether there was a genuine issue requiring a trial regarding plaintiffs' standing as complainants under the OBCA — Court granted summary judgment, finding no triable issue on standing — Rules of Civil Procedure, R.R.O. 1990, Reg. 194, Rule 20.04(2)(a)

  CanLII | Jul 4, 2025
• Pride Group Holdings Inc. et al.

  keywords: Bankruptcy and insolvency — Monitor's reports — Approval of activities — Applicants sought approval of the Monitor's 24th through 27th Reports and activities described therein — Should the Monitor's reports and activities be approved? — Approval granted as activities were consistent with the appointment order and accretive to the progress of the CCAA proceedings — Target Canada Co., (Re), 2015 ONSC 7574 applied | Bankruptcy and insolvency — Wind-Down Order — Reporting obligations — Applicants sought to amend the Wind-Down Order to reduce variance reporting frequency from bi-weekly to monthly — Should the reporting obligations be amended? — Amendment approved to reduce administrative burdens and professional fees while maintaining transparency | Bankruptcy and insolvency — Addition of Applicant — Claims process — Block 6 Holding Inc. — Applicants sought to add Block 6 as an Applicant and approve a restricted claims process and administration charge — Should Block 6 be added as an Applicant, and should the claims process and charge be approved? — Relief granted as Block 6 met statutory requirements under the CCAA and inclusion maximized stakeholder value | Bankruptcy and insolvency — Sale of property — French discharge order — Applicants sought approval of the sale of the 3550 Pitfield Property and a French discharge order for Québec land registry compliance — Should the sale and discharge order be approved? — Sale and discharge order approved as the transaction met section 36 CCAA factors and Soundair Principles | Bankruptcy and insolvency — Mediation — Cost allocation — Applicants sought approval of a Court-appointed mediator to resolve cost allocation issues among financiers — Should the mediation process and mediator be approved? — Mediation approved as it advanced the remedial purposes of the CCAA and minimized delays — 1057863 B.C. Ltd. (Re), 2022 BCSC 759 applied

  CanLII | Jul 2, 2025
• Matas Management Services Inc. v. Voreon Inc.

  keywords: Business associations — Shareholder disputes — Settlement agreements — Breakdown of business relationships — Disentanglement of business interests — Dispute over share transfer obligations under a Settlement Agreement — Whether the court can compel the transfer of shares in ELI and HLI — Settlement Agreement upheld as valid — Relief deferred pending resolution of related proceedings — Interconnected litigation involving multiple parties and claims | Contracts — Settlement agreements — Enforcement — Applicants sought to compel the transfer of shares under a Settlement Agreement — Whether the Settlement Agreement’s terms required the transfer of shares upon receipt of specified payments — Court held that prior decisions did not automatically compel share transfer — Relief deferred pending resolution of related proceedings — Settlement Agreement interpreted as binding but subject to conditions | Obligations — Pre-conditions to performance — Share transfer obligations under a Settlement Agreement — Whether mortgages placed on properties without consent impacted obligations under the Settlement Agreement — Respondent argued pre-conditions were not met due to mortgage issues — Court deferred relief pending resolution of related proceedings — Outstanding PSA Action and Kayzan Distribution Application raised concerns about share value and obligations | Civil procedure — Costs — Partial indemnity costs awarded — Applicants ordered to pay $60,000 in costs to the respondent — Costs awarded due to the court’s decision to defer relief pending resolution of related proceedings — Costs fixed inclusive of taxes and disbursements

  CanLII | Jun 30, 2025
• Sherritt International Corporation, Re

  keywords: Business associations — Corporate restructuring — Plan of arrangement — Section 192 of the Canada Business Corporations Act (CBCA) — Amalgamation and debt restructuring — Does the proposed arrangement meet the statutory requirements, including solvency, good faith, and impracticability of proceeding under other CBCA provisions? — Statutory prerequisites for approval of corporate arrangements under section 192 of the CBCA | Securities — Fairness of arrangement — Stakeholder interests — Voting results — Fairness opinion — Does the proposed plan of arrangement under section 192 of the CBCA meet the fairness and reasonableness test? — Factors for assessing fairness and reasonableness of corporate arrangements, including stakeholder approval and fairness opinions | Business associations — Releases — Scope of releases — Released Parties — Are the proposed releases in favour of the Released Parties appropriate under section 192(4) of the CBCA? — Judicial discretion to approve releases in corporate arrangements under section 192(4) of the CBCA | Civil procedure — Objections to arrangement — Stakeholder objections — Claims of default — Inadequate disclosure — Should objections raised by stakeholders, including claims of default and inadequate disclosure, affect the approval of the plan of arrangement? — Judicial consideration of stakeholder objections in corporate arrangement proceedings

  CanLII | Jun 27, 2025
• Zhou v. Chen

  keywords: Business associations — Corporate governance — Board of Directors — Constitution of the Board — Improperly convened meetings — Deficient notice — Shareholder approval requirements — Whether the Board of Directors of Visionary Holdings Inc. as of March 25, 2025, constitutes the lawful Board — Ontario Business Corporations Act, s. 122(1) — VHI By-Law No. 1, ss. 3.8, 4.4 — Court held that improperly convened meetings were void and confirmed the March 25, 2025 Board as lawful | Business associations — Investigation orders — Section 161 of the OBCA — Prima facie case of oppression — Allegations of fraud, stock manipulation, and breach of fiduciary duties — Whether an investigation order is appropriate — Test from Khavari v. Mizrahi applied — Court found prima facie evidence of oppressive conduct and ordered the appointment of an inspector | Business associations — Injunctions — Restraining participation in management — Fiduciary duties — Allegations of misconduct by a director — Whether Fan Zhou should be restrained from participating in the management of Visionary Holdings Inc. — Test from RJR-MacDonald Inc. applied — Court granted interlocutory injunction restraining Zhou from management pending investigation | Business associations — Shareholder actions — Super-majority voting rights — Restraint on shareholder actions — Whether 3888 Investment Group Limited should be restrained from removing directors during the investigation — Allegations of improper consolidation of voting power — Court restrained 3888 from taking action to change the Board of Directors pending further order

  CanLII | Jun 27, 2025
• Zurich Insurance v. Deloitte LLP et al.

  keywords: Civil procedure — Document production — Privilege claims — Plaintiffs sought production of the Bowen Memo and related documents from the Defendant auditor — Defendant claimed solicitor-client privilege and litigation privilege over the documents — Should the requested documents be produced? — Rule 30 of the Rules of Civil Procedure governs the production of relevant, non-privileged documents | Evidence — Solicitor-client privilege — Plaintiffs sought production of the Bowen Memo and related documents — Defendant claimed solicitor-client privilege, asserting the documents were prepared for legal counsel — Were the documents created for the purpose of seeking or receiving legal advice? — Solicitor-client privilege requires communication with counsel, confidentiality, and the purpose of legal advice | Evidence — Litigation privilege — Plaintiffs sought production of the Bowen Memo and related documents — Defendant claimed litigation privilege, asserting the documents were created in anticipation of litigation — Were the documents created for the dominant purpose of litigation? — Litigation privilege applies where the dominant purpose of a document is reasonably contemplated litigation | Evidence — Document production — Redactions — Plaintiffs argued that even if parts of the Bowen Memo were privileged, non-privileged portions should be produced — Should the documents be produced without redaction? — Non-privileged portions of documents must be disclosed under Rule 30 of the Rules of Civil Procedure

  CanLII | Jun 26, 2025
• Mizrahi Commercial (The One) LP et al.

  keywords: Bankruptcy and insolvency — Receivership — Discharge of Receiver — Approval of fees and activities — Receiver sought discharge and approval of its fees and activities — Should the Receiver be discharged, and its fees and activities approved? — Discharge appropriate where Receivership transitions to CCAA proceedings — Fees and activities consistent with Appointment Order and market rates — Bank of Nova Scotia v. Diemer applied | Bankruptcy and insolvency — CCAA Initial Order — Appointment of Monitor and CRO — Insolvent companies sought CCAA protection and appointment of Monitor and CRO — Should the CCAA Initial Order be granted? — Relief appropriate where companies are insolvent and restructuring necessary — Monitor and CRO qualified and supported by stakeholders — Section 11 of the CCAA applied | Construction — Transaction approval — Court-approved sales process — Approval of Transaction with Tridel Builders Inc. for Project completion — Should the Transaction be approved? — Transaction maximizes value and ensures Project completion — Soundair Principles and Nortel factors applied | Civil procedure — Adjournment — Request for adjournment of motions — Château Yorkville Corp. sought adjournment to submit alternative proposal — Should the adjournment request be granted? — Adjournment denied to preserve integrity of sales process and avoid prejudice to stakeholders — Timelines and fairness considerations emphasized | Construction — Reconfiguration Plan — Changes to unit structure — Approval of Tridel Reconfiguration Plan reducing total units — Should the Reconfiguration Plan be approved? — Plan optimizes unit value and balances sales velocity — Minimal impact on schedule or municipal approvals — Section 11 of the CCAA applied | Bankruptcy and insolvency — Interim financing — DIP Credit Agreement and DIP Lenders' Charge — Approval of $615 million DIP financing for Project completion — Should the DIP Credit Agreement and Charge be approved? — Financing necessary to complete Project and supported by stakeholders — Section 11.2(4) of the CCAA applied | Bankruptcy and insolvency — Sealing order — Confidential sales process materials — Request for sealing order for commercially sensitive information — Should a sealing order be granted? — Sealing order appropriate to protect realization efforts and prevent prejudice — Sierra Club and Sherman Estate factors applied

  CanLII | Jun 25, 2025
• Petersen Energía Inversora, S.A.U v. The Republic of Argentina

  keywords: Civil procedure — Service of process — Foreign sovereign states — Validity of service through diplomatic channels under section 9(1)(c) and (2) of the State Immunity Act (SIA) — Whether service must comply with the Hague Service Convention under section 9(1)(b) of the SIA — Service deemed valid under SIA without mandatory compliance with the Convention — State Immunity Act, R.S.C., 1985, c. S-18, ss. 9(1), 9(2), 9(5) | International law — Hague Service Convention — Applicability to service on foreign sovereign states — Whether the Convention creates a mandatory hierarchy for service methods under section 9(1) of the State Immunity Act — Interpretation of Canada’s obligations under the Convention — Service through diplomatic channels preserved as an option under Canadian law — Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, 1965 | Statutory interpretation — State Immunity Act — Interpretation of section 9(1) — Whether “may” in section 9(1) creates a hierarchy of service methods — Legislative intent to preserve diplomatic channels as a valid service method — Modern principle of statutory interpretation applied — No mandatory priority for the Hague Service Convention under section 9(1)(b) | Evidence — Proof of service — Conclusive proof under section 14(2) of the State Immunity Act — Certificate issued by Global Affairs Canada confirming transmission of documents to the Republic of Argentina — Service deemed effective on October 23, 2024 — State Immunity Act, R.S.C., 1985, c. S-18, ss. 9(5), 14(2) | Civil procedure — Costs — Partial indemnity costs — Reasonableness and proportionality of costs claimed by the Applicants — Costs awarded to the Applicants in the amount of $79,672.35 — Rule 57 of the Rules of Civil Procedure applied

  CanLII | Jun 25, 2025