Decisions

Keep up to date on the latest Commercial List decisions.

• 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 — No enforceable oral agreement found; USA superseded any alleged prior understanding | Evidence — Credibility — Fabrication of evidence — Plaintiff produced and later disavowed a fabricated document purporting to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
• YRC Freight Canada Company

  keywords: Bankruptcy and insolvency — Recognition of foreign orders — Lease termination — Canadian Debtors subject to Chapter 11 proceedings in the U.S. Bankruptcy Court — Motion for recognition and enforcement of the Reimer Lease Termination Approval Order under the Companies' Creditors Arrangement Act (CCAA) — Whether the court should grant the Eighth Supplemental Order — Governing principles for recognition of foreign insolvency orders under subsection 49(1) of the CCAA | Statutory interpretation — Companies' Creditors Arrangement Act — Recognition of foreign orders — Subsection 49(1) of the CCAA — Whether the Reimer Lease Termination Approval Order meets the statutory requirements for recognition and enforcement in Canada — Interpretation of statutory provisions restricting the disposition of Canadian Debtors' property — Application of the CCAA to cross-border insolvency proceedings | Lease — Termination of leases — Transfer of property — Canadian Debtors party to real property leases in Alberta, Saskatchewan, and Manitoba — Lease Termination Agreement providing for termination of leases, surrender of premises, and transfer of assets — Whether the court should authorize the transfer of property and assignment of subleases notwithstanding restrictions in the Initial Recognition Order — Framework for court approval of lease-related transactions in insolvency proceedings | Contracts — Fairness and reasonableness of agreements — Lease Termination Agreement negotiated in good faith and at arm's length — Termination fee less than potential administrative expense claims and repair costs — Whether the Lease Termination Agreement is fair, reasonable, and in the best interests of the Canadian Debtors and their stakeholders — Principles governing court approval of agreements in insolvency contexts

  CanLII | May 2, 2025
• Sakab Saudi Holding Company v. Al Jabri

  keywords: Civil procedure — Leave to amend pleadings — Counterclaims — Rule 27.07(2) of the Rules of Civil Procedure — Counterclaim Plaintiffs sought leave to issue a counterclaim alleging abuse of process, conspiracy, and joint and several liability — Whether leave should be granted to amend pleadings — Court must assess prejudice, limitation periods, and tenability of claims — Leave denied due to non-compensable prejudice and untenable claims. | Torts — Abuse of process — Unlawful means conspiracy — Counterclaim Plaintiffs alleged abuse of process and conspiracy by Counterclaim Defendants, including malicious litigation and extrajudicial actions — Whether claims were statute-barred under the Limitations Act, 2002 — Ontario law applied, and claims were found to be statute-barred — No special circumstances rebutting presumption of prejudice. | Evidence — Proof of foreign law — Saudi law — Counterclaim Plaintiffs argued Saudi law applied to claims of abuse of process and conspiracy — No admissible evidence of Saudi law tendered — In absence of proof, Saudi law deemed same as Ontario law — Claims statute-barred under Ontario law. | International law — Jurisdiction — State immunity — Counterclaim sought to add Saudi officials and entities as defendants — Potential jurisdictional challenges, including state immunity, noted — Procedural complexity and delay in adding foreign parties considered in assessing prejudice — Leave to amend denied.

  CanLII | Apr 29, 2025
• Sakab Saudi Holding Company v. Al Jabri

  keywords: Civil procedure — Commission and letters of request — Foreign witnesses — Motion for leave to issue commission and letters of request to take evidence from witnesses outside Ontario — Whether the court should grant leave to facilitate a fair and full trial — Rule 34.07 of the Rules of Civil Procedure — Judicial discretion to ensure fairness in trial proceedings | Evidence — Materiality of evidence — Bona fide requests — Anticipated evidence of witnesses residing outside Ontario — Whether the evidence is material to relevant issues in the action — Test for granting commission and letters of request — Moore v. Bertuzzi, 2014 ONSC 1318 — Fair trial considerations | International law — Foreign courts — Enforcement of letters of request — Involvement of foreign judicial authorities in obtaining evidence — Whether the enforcement of letters of request affects trial fairness and efficiency — Procedural challenges in international evidence gathering | Constitution — Abuse of process — Political persecution — Allegations of abuse of process by a foreign state actor — Whether political persecution by a foreign state actor is a relevant defence in a civil fraud action — Relevance of abuse of process to the legitimacy of the action

  CanLII | Apr 29, 2025
• 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