Millgate Financial Corporation Limited v. BF Realty Holdings Limited

Millgate Financial Corporation Limited v. BF Realty Holdings Limited

The Court of Appeal held that the word "Company" in Article VII section 7.01 of the Trust Indenture refers to BCED (BF Realty) and any successors complying with Article IX and does not include BCED's wholly owned subsidiary Brookfield Development Corporation; therefore Brookfield incurred no obligation to make payments under the debentures and the motions judge did not err.

Citation
C41071
Parties
Plaintiff/appellant: Millgate Financial Corporation Limited; Defendant/respondent: BF Realty Holdings Limited; Defendant/respondent: BCE Inc.; Defendant/respondent: Carena Developments Limited; Defendant/respondent: Partnerco Equities Ltd.; Defendant/respondent: Brookfield Development Corporation; Defendant/respondent: Gordon E. Arnell; Defendant/respondent: Warren Chippindale; Defendant/respondent: Jack Cockwell; Defendant/respondent: Josef J. Fridman; Defendant/respondent: Willard J. L'Heureux; Defendant/respondent: Robert E. Kadlec; Defendant/respondent: John R. Mccaig; Defendant/respondent: Allan S. Olson; Defendant/respondent: John A. Rhind; Defendant/respondent: J. Stuart Spalding; Defendant/respondent: Kevin Benson; Defendant/respondent: C. Wesley M. Scott; Defendant/respondent: J. V. Raymond Cyr; Defendant/respondent: A. Jean de Grandpre; Defendant/respondent: Lynton R. Wilson; Defendant/respondent: Henry A. Roy; Defendant/respondent: Gerald T. McGoey; Defendant/respondent: National Trust Company
Court
Court of Appeal for Ontario
Jurisdiction
Canada
Judgment Date
11 February 2005
Procedural Posture
Collection / Appeal From Dismissal of Summary Judgment Motion; Declaration of Point of Law by Court of Appeal
Outcome
Appeal dismissed
Legal Topics
Interpretation of Trust Indenture, Conversion Rights Under Debentures, Liability of Wholly Owned Subsidiaries, Res Judicata and Issue Estoppel, Standing of Bondholders
Source Language
English
Civil Contract Securities Trusts Corporate Law Appeal Interpretation of Trust Indenture Conversion Rights Under Debentures +3 more

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Parties

Millgate Financial Corporation Limited

Plaintiff/appellant

BF Realty Holdings Limited

Defendant/respondent

BCE Inc.

Defendant/respondent

Carena Developments Limited

Defendant/respondent

Partnerco Equities Ltd.

Defendant/respondent

Brookfield Development Corporation

Defendant/respondent

Gordon E. Arnell

Defendant/respondent

Warren Chippindale

Defendant/respondent

Jack Cockwell

Defendant/respondent

Josef J. Fridman

Defendant/respondent

Willard J. L'Heureux

Defendant/respondent

Robert E. Kadlec

Defendant/respondent

John R. Mccaig

Defendant/respondent

Allan S. Olson

Defendant/respondent

John A. Rhind

Defendant/respondent

J. Stuart Spalding

Defendant/respondent

Kevin Benson

Defendant/respondent

C. Wesley M. Scott

Defendant/respondent

J. V. Raymond Cyr

Defendant/respondent

A. Jean de Grandpre

Defendant/respondent

Lynton R. Wilson

Defendant/respondent

Henry A. Roy

Defendant/respondent

Gerald T. McGoey

Defendant/respondent

National Trust Company

Defendant/respondent

Procedural Posture

Collection / Appeal From Dismissal of Summary Judgment Motion; Declaration of Point of Law by Court of Appeal

Legal Issues

  1. 1 Whether the term "Company" in Article VII section 7.01 of the Trust Indenture includes wholly owned subsidiaries such as Brookfield Development Corporation
  2. 2 Whether principles of res judicata or issue estoppel bound the motions judge to a prior interpretation
  3. 3 Whether appellant bondholders had standing (raised but not decided)

Ratio Decidendi

The Court of Appeal held that the word "Company" in Article VII section 7.01 of the Trust Indenture refers to BCED (BF Realty) and any successors complying with Article IX and does not include BCED's wholly owned subsidiary Brookfield Development Corporation; therefore Brookfield incurred no obligation to make payments under the debentures and the motions judge did not err.

Court Disposition

Appeal dismissed

Orders

  • This Court orders and adjudges as a matter of law that the word "Company" as it appears in s.7.01 of the Trust Indenture refers to BCED (BF Realty) and any successors who will have complied with the provisions of Article IX and does not include Brookfield Development Corporation
  • Appeal dismissed with costs to the respondents fixed in the agreed amount of $10,000 in total all inclusive