Decisions

Keep up to date on the latest Commercial List decisions.

The decisions below represent all Commercial List matters published on CanLII in the last year. This list will be updated every week. 
Decisions
  • 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

  • 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

  • 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

  • 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

  • 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

  • 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

  • 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

  • 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

  • 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

  • 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

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