Executive Summary: Key Legal and Evidentiary Issues

• Anti-SLAPP provisions under section 137.1 of the Courts of Justice Act were central to the motion, focusing on whether the proceeding arose from an expression on a matter of public interest.

• The court assessed if the plaintiffs’ libel claim had substantial merit and if the defendants had any valid defences, including qualified privilege, fair comment, responsible communication, and truth.

• Evidence from the plaintiffs was notably lacking, with no substantive challenge to the assertions in the contested letter or proof of serious harm.

• The April 29 Letter’s characterization as defamatory was disputed, but the court found it to be a measured legal communication typical in corporate disputes.

• Public interest in corporate governance, proxy solicitation, and securities law compliance was weighed against alleged harm to the plaintiffs, with the balance favoring protection of expression.

• Costs were not immediately determined, as both parties were directed to submit costs outlines and submissions for the court’s later decision.

Background and facts

The case of Apollo Technology Capital Corporation, Nobul Technologies Inc., and Regan McGee v. David Pidduck and Chris Taves arose from a heated proxy contest involving MediPharm Labs Corp., a publicly traded company on the Toronto Stock Exchange. Apollo, led by Regan McGee, sought to gain control of MediPharm through a campaign that included direct communications with shareholders, offers to purchase shares, and the circulation of a draft press release containing inflammatory allegations against members of MediPharm’s board. The defendants, Pidduck and Taves, were directors of MediPharm and were recipients and approvers of a letter sent by their legal counsel, James Bunting of TYR LLP, to Tim Hayden, a former executive aligned with Apollo. This letter, dated April 29, 2025, raised concerns about Apollo’s conduct, suggesting possible breaches of securities law, improper proxy solicitation, and potential market manipulation.

The plaintiffs alleged that the April 29 Letter was defamatory, motivated by malice, and intended to intimidate. In response, the defendants brought an anti-SLAPP motion under section 137.1 of the Courts of Justice Act, seeking to dismiss the libel action on the grounds that the letter was a protected expression on a matter of public interest. Earlier in the proceedings, claims against TYR LLP and James Bunting were dismissed with prejudice, leaving only Pidduck and Taves as defendants.

Legal and evidentiary issues

The court’s analysis centered on whether the April 29 Letter constituted an expression relating to a matter of public interest, whether the plaintiffs’ claim had substantial merit, and whether the defendants had valid defences. The court found that the management and governance of a public company, proxy solicitation processes, and compliance with securities law are all matters of significant public interest. The evidentiary record showed that the plaintiffs failed to provide evidence of serious harm or to rebut the factual assertions in the letter. The court also found the letter to be a measured and qualified legal communication, not defamatory in nature.

The defendants asserted several defences, including qualified privilege (communications made in the context of corporate governance), fair comment (opinions based on known facts), responsible communication (acting in good faith on matters of public interest), and truth. The court agreed that these defences were valid and unchallenged by the plaintiffs’ evidence.

Outcome and costs

Ultimately, the court granted the defendants’ anti-SLAPP motion and dismissed the libel claim. The judge concluded that the plaintiffs had not met their burden to show substantial merit or lack of valid defences, nor had they demonstrated serious harm resulting from the letter. The public interest in protecting the defendants’ expression outweighed any alleged harm to the plaintiffs. As for costs, the court did not immediately fix an amount. Instead, both parties were directed to submit costs outlines and written submissions, after which the court would determine the appropriate award. Therefore, while the defendants were the successful parties, the total monetary award or costs granted in their favor had not yet been determined at the time of the decision.