Canada Case Law

0989705 B.C. Ltd. (Re)

Court

Supreme Court of British Columbia

The court exercised its discretion under ss.11 and 36 CCAA to approve the proposed sale and associated Approval and Vesting Order including reverse vesting aspects: Romspen had indisputably advanced substantial funds and held a valid first‑ranking mortgage; asserted equitable set-off claims do not extinguish or invalidate Romspen's secured claim and do not preclude a sale under the CCAA; the s.36(3) factors and applicable authorities weigh in favour of approval because the Monitor conducted robust market processes producing no viable cash alternative, there is urgent risk of asset deteriorati…

Source excerpt

• Credit bid
• Sale approval under ccaa
• Set-off
• Security priority
• Reverse vesting order
• Monitoring and sale processes

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Fox Island Development Ltd. v. Kensington Union Bay Properties Nominee Ltd.

Court

Supreme Court of British Columbia

The court held that the termination notice was a prohibited act in violation of the stay under the ARRO and thus of no force; the Digital Accounts are assets of Hotel Versante included within the Purchased Assets under the approved sale and must be delivered to the Receiver to preserve operations and effect the sale; solicitor-and-client costs were awarded against 1036524 B.C. Ltd. for deliberate interference with the sale.

Source excerpt

• Receivership
• Stay of proceedings
• Sale approval
• Digital assets
• Trademark
• Costs

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V K Delivery & Moving Services Ltd. (Re)

Court

Supreme Court of British Columbia

The court extended the CCAA stay to December 17, 2025, amended the order to allow ICBC arrears repayment by November 30, and raised the administration charge to $200,000.

• Stay of proceedings
• Companies' creditors arrangement act
• Administration charge
• Receivership
• Deemed trust
• Financing and restructuring

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Aujla v. 0775740 B.C. Ltd.

Court

Supreme Court of British Columbia

The court addressed a failed Royal Bay joint venture, finding the agreement was partly oral and partly written and that the parties were personally bound as co-venturers and co-obligors.

• Joint venture
• Contribution and indemnity between co-obligors
• Accounting of contributions
• Fraudulent conveyance
• Breach of fiduciary duty
• Parol evidence and partly oral contracts

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Veeragathy v. Ambalavanar

Court

Court of Appeal for Ontario

Appeal allowed because the trial judge erred by dismissing claims based on absence of corporate parties and by failing to analyze unjust enrichment, the nature of the advances (loans versus deposits), and whether the respondents had a juristic reason to retain the monies despite their pleaded admissions; trial judge also erred in dismissing the $7,500 mortgage payment claim without adequate reasons; set aside judgment and remitted unjust enrichment and party-addition issues to Superior Court while awarding $7,500 plus prejudgment interest and appeal costs.

Source excerpt

• Unjust enrichment
• Fraudulent misrepresentation
• Piercing the corporate veil
• Real estate deposit disputes
• Tracing and accounting
• Costs and prejudgment interest

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1819472 Ontario Corp. v. John Barrett General Contractors Limited

Court

Court of Appeal for Ontario

The limitation period did not begin until January 6, 2021 because Barrett’s knowledge could not be attributed to 9472 until she had acquired title and control after complying with PPSA foreclosure requirements; the trustee’s prior statements did not transfer ownership and the motion judge did not err in finding the PPSA notice occurred in December 2020, so the action was not statute-barred and the appeal is dismissed.

Source excerpt

• Limitations act
• Personal property security act (ppsa) foreclosure
• Attribution of corporate knowledge
• Summary judgment procedure
• Inspector under business corporations act
• Fraudulent disposition of corporate assets

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Bron Media Corp. (Re)

Court

Supreme Court of British Columbia

The court approved revised CCAA sale and vesting orders for Bron Media, subject to amendments excluding three film projects and deleting an unnecessary clause, and extended the stay to March 29, 2024.

• Ccaa sale approval
• Approval and vesting order (avo)
• Secured creditor priorities
• Dip financing
• Sisp (marketing process)
• Stay extension

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Bron Media Corp. (Re)

Court

Supreme Court of British Columbia

The court dismissed an application for an approval and vesting order in a CCAA proceeding, but allowed joinder of 19 entities, refused a Monitor investigation, and kept the stay expiring on December 11, 2023.

• Companies' creditors arrangement act
• Approval and vesting order
• Credit bid
• Stay of proceedings
• Joinder of petitioners
• Priority of security interests

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Justein v. DeFi Technologies Inc.

Court

Court of Appeal for Ontario

The Court held the Board resolution granted the options and determined eligibility, the corporation repudiated the option agreements thereby defeating the respondents' reasonable expectations, and the correct remedy was to award damages to place the respondents in the position they would have been in had they been permitted to exercise 750,000 options; the application judge's selected damages methodology (mean of highest and lowest price during the relevant period) was permissible and the appeal was dismissed.

Source excerpt

• Stock options
• Oppression remedy
• Breach of contract
• Directors' authority
• Damages calculation
• Corporate governance

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McFlow Capital Corp. v. James

Court

Court of Appeal for Ontario

The Court dismissed the appeal and cross-appeal: it upheld the trial judge's finding that McFlow could not reasonably have discovered a claim against Cremer until 2013, that punitive damages and substantial indemnity costs were justified by the defendants' egregious misconduct (including concealment and dissipation of $2 million GIC), and that there was no evidentiary basis to displace the Courts of Justice Act prejudgment interest rate.

Source excerpt

• Oppression under condominium act
• Conspiracy
• Punitive damages
• Costs (substantial indemnity)
• Limitation period/discovery rule
• Pre-judgment interest

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