Canada Case Law

Fiera Private Debt Fund III LP v. 3306133 Nova Scotia Limited

Court

Supreme Court of Nova Scotia

The court held that (1) AIG has a duty to defend under the Fiduciary Liability Policy because there is a mere possibility the Eckler Claims (fiduciary breach and conflict of interest, including diversion of pension assets and payment of litigation expenses) fall within the policy; (2) Newline must advance defence costs under the D&O Liability Policy because the pleadings and applicable principles show the true gravamen of the claims implicates directors' board-level decisions and are not categorically excluded by pension-legislation or prior-acts exclusions at this preliminary stage; (3) Eckl…

Source excerpt

• Duty to defend
• Duty to indemnify
• Advancement of defence costs
• Standing and jurisdiction under ccaa s.11
• Insurance act s.28(1)
• Insurance exclusions (known claims/prior acts/pension exclusion)

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TA Hotel Management Limited Partnership (Re)

Court

Supreme Court of British Columbia

The Court granted leave only for negligent damage to property and related consequential losses, and refused leave for the other proposed claims.

• S.215 leave to sue trustee
• Negligence - property damage
• Pure economic loss
• Breach of fiduciary duty
• Trespass
• Breach of contract

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The Owners, Strata Plan BCS 3165 v. 1100 Georgia Partnership

Court

Supreme Court of British Columbia

The court refused to revoke the arbitrator or stay the arbitration, and stayed the Supreme Court action in full pending the arbitration’s completion.

• Stay of proceedings
• Arbitrability
• Scope of arbitration clause
• Revocation of arbitrator
• Severance of claims
• Misrepresentation

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The Toronto Party v. Toronto (City)

Court

Court of Appeal for Ontario

Municipal councillors are not absolutely liable in their personal capacity for the passage of a by-law later declared ultra vires; to impose personal liability the claimant must prove malice or misfeasance (bad faith), and COTA s.391(1) shields councillors for acts done in good faith; on the facts no malice was established and the appeal is dismissed.

Source excerpt

• Ultra vires
• Fiduciary duty of elected officials
• Misfeasance in public office
• Reimbursement of councillor expenses
• Legislative immunity and good faith

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550934 British Columbia Ltd. v. A.R. Thomson Group

Court

Supreme Court of British Columbia

Leave was granted to continue most derivative claims for 550934 British Columbia Ltd., but one payout-formula claim was deferred and one TVFP claim was refused.

• Derivative action
• Restrictive covenant
• Fiduciary duties
• Estoppel/waiver
• Breach of contract
• Access to books and records

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Stewart v. Clark

Court

Supreme Court of British Columbia

The court dismissed a civil claim challenging pension-distribution directions, holding judicial review was the proper route and the plaintiff was bound by an earlier inconsistent election.

• Judicial review
• Statutory authority
• Abuse of process
• Doctrine of election
• Priority of pension benefits
• Fiduciary duty

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Dundee Precious Metals Inc. v. Marsland

Court

Court of Appeal for Ontario

Ontario courts have jurisdiction because the contracts expressly governed by Ontario law, Marsland owed fiduciary and confidentiality duties to an Ontario-headquartered company and had regular, significant contacts with Ontario in performing his duties, establishing a real and substantial connection; further, Marsland failed to show any other jurisdiction was clearly more appropriate, so the forum non conveniens stay was improper.

Source excerpt

• Jurisdiction
• Real and substantial connection
• Forum non conveniens
• Breach of fiduciary duty
• Choice of law
• Confidentiality obligations

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Indalex Limited (Re)

Court

Court of Appeal for Ontario

Section 57(4) PBA deems all employer contributions accrued as of the wind up date to be held in trust for plan beneficiaries even if payment is deferred under the Regulations; no federal paramountcy was shown at the time the DIP super-priority was granted so the super-priority did not override the provincial deemed trust; Indalex, as plan administrator, breached fiduciary duties during the CCAA proceeding; equitable and statutory protection require the Monitor to pay from the Reserve Fund amounts sufficient to satisfy the pension plan deficiencies in priority to Indalex U.S./Sun Indalex.

Source excerpt

• Deemed trust
• Super-priority dip charge
• Constructive trust
• Paramountcy doctrine
• Administrator fiduciary duties
• Ccaa sale approval and reserve fund

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Glacier Creek Development Corporation v. Pemberton Benchlands Housing Corporation

Court

Supreme Court of British Columbia

The court held that Glacier’s advances to Pemberton were shareholder loans, not capital investments, and granted judgment for the amounts advanced with pre-judgment interest.

• Shareholder loans
• Summary trial/rule 18a
• Set-off
• Mortgage repayment restrictions
• Oppression remedy
• Fiduciary duty (counterclaim)

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Kedia International Inc. et al v. Royal Bank of Canada

Court

British Columbia Court of Appeal

The Court of Appeal refused a stay of proceedings and an extension of time, holding the interlocutory case management order required leave to appeal and disclosed no error.

• Stay of proceedings
• Leave to appeal
• Case management
• Jury trial
• Trial adjournment
• Discovery

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