|| Civil Litigation
|| Osgoode Hall, LL.B., LL.M.
Patricia Virc practises with our civil litigation group. Her expertise includes corporate governance, investor disputes, oppression and other shareholder remedies, negligence, misrepresentation, defamation, contracts and estates litigation.
Patricia has appeared at all levels of court in Ontario and in the Supreme Court of Canada.
Some cases of note in which Patricia has acted as counsel include:
Conn v. Goldstone Resources Inc. (2011 ONCA) The clients were individuals who were sued based on alleged defamatory statements they circulated via the internet concerning a corporate executive. The Court granted summary judgment dismissing the defamation claim, finding that the statements were true. The Court of Appeal for Ontario dismissed the executive’s appeal, finding there was sufficient evidence to support the motions court judge’s findings.
Echo Energy Canada Inc. v. Lenczner Slaght Royce Smith Griffin LLP and Voorheis & Co. (2011 ONCA) (leave to appeal to the SCC dismissed) Lawyers’ bills to a public company totaling over $1M were paid under the authority of out-going management. The corporation, under new management, applied to have the lawyers’ accounts assessed. The Court of Appeal for Ontario held that former management caused the company to commence litigation in an apparent effort to disenfranchise the largest shareholder and preserve their positions. A special committee set up to supervise the lawyers did not fulfill its function. The executive who approved the lawyers’ accounts spent the corporation’s money without regard for the financial impact on the corporation. Former management had not acted in the best interests of the corporation. The Court of Appeal ordered an assessment of the lawyers’ accounts.
Automodular Assemblies Inc. v. Shields (1999 ONSC) The client, Automodular, was a non-unionized automotive supplier to General Motors Corporation of Canada. Members of the CAW engaged in an illegal strike against General Motors to protest General Motors having awarded a multi-year multi-million dollar contract to Automodular. This was intended to, and did, cause General Motors to cancel its contract with Automodular and award it to a unionized supplier. The union could not, in law, be sued. Automodular sued the union leaders by way of a representative action alleging induced breach of contract and interference with economic relations. The representation order was sustained on appeal, leading to a quick settlement.
Consolidated Enfield Corp. v. Blair (1996 ONCJ.GD) The client was a shareholder and former officer of a public corporation. The client obtained an order under s. 161 of the Business Corporations Act appointing an inspector to investigate the business and affairs of the corporation. The evidence showed that, following a change of control, new management caused the corporation to dispose of the corporation’s operating assets and carried out over $300 million of securities transactions with related parties without appropriate disclosure or approval.
Blair v. Consolidated Enfield Corp. (1995 SCC) The Supreme Court of Canada set out the circumstances under which a corporation must indemnify officers and directors. The client had been removed as the president of a public company after a hostile take-over. The corporation, under new management, refused to indemnify the executive for legal costs relating to litigation leading up to the change of control. The SCC held the executive had acted in good faith and that the costs were incurred in the execution of his duties. The SCC ordered that the corporation indemnify him and awarded costs to him on a solicitor and client scale.