The parties to this dispute had entered into an agreement under which one party agreed to purchase the outstanding shares of Rifco Inc. (“Rifco”), a public company (“the Arrangement Agreement”). The purchaser later purported to terminate the Arrangement Agreement under the terms of the Arrangement Agreement.

Rifco filed an Originating Application under Rule 3.2 and sought, among other things, declaratory relief stating that the purchaser’s purported termination of the Arrangement Agreement was unlawful and of no force and effect.

The Court noted that proceeding by Originating Application did not mean that the Court had to resolve all issues based on the evidence initially filed or without any Trial-like processes. Rules 3.12 and 3.14 provide the Court with tools to order that some or all of the processes set out for in Actions commenced by Statements of Claim to apply to Actions commenced by an Originating Application.

The Court found that it could not decide the validity of the termination issue on the current record but recognized the flexibility provided by Rules 3.12 and 3.14. Despite this, the Court determined it could not use those Rules to establish a process for hearing the issues raised in an expedited fashion due in part to the COVID-19 restrictions, and because the purchaser had not had the opportunity to plead its defences in respect to some of the relief requested by Rifco.

The Court declined to make any procedural directions but suggested the parties proceed to a case conference.