Ontario Superior Court of Justice enforces estate claim settlement with proceeds to hospital foundations

June 7, 2021


In a May 19, 2021 decision, the Honourable Mr. Justice Hainey of the Ontario Superior Court of Justice granted a wind-up order enforcing a Settlement Agreement which resulted in the distribution of over $870,000 in share redemption proceeds to St. Mary’s General Hospital Foundation of Kitchener-Waterloo and Grand River Hospital Foundation (the “Foundations”).

The litigation was commenced in 2010 by the estates of a husband and wife who made the Foundations their residual beneficiaries. The remaining assets in the estates consisted of shares in three privately owed corporations who owned significant real estate assets, including multi-unit residential dwellings across Southwestern Ontario. The estates initiated an oppression remedy claim against the real estate holding corporations and their multiple shareholders, officers and directors seeking an order that the corporations to be wound up, the assets sold, and proceeds to be distributed to the shareholders.

The dispute was ultimately settled through negotiation in 2020 after the Foundations were brought in to a related action by the defendant corporations. The settlement brought an end to the longstanding litigation by the estates and an order for the voluntary dissolution of two of the corporations, with the Foundations receiving the proceeds of redemption for the estates’ shares in the third corporation. The Foundations are also expected to receive significant additional funds after the completion of the sale of real estate assets, wind-up and distribution. William Dahms, and in his absence, Andrew Roth, of Miller Thomson LLP has been appointed by the Court as Monitor on behalf of the Foundations for the duration of the Wind-Up Process.

Miller Thomson represented the Foundations in the successful negotiations with a team led by Helen D.K. Friedman and Rohit Kumar (Estates Litigation), with the assistance of Gwenyth Stadig (Charities & Not-for-Profits).