Executive Summary: Key Legal and Evidentiary Issues

• Applicants sought a continuation of restrictions barring the respondents from disparaging communications during the CCAA process.
   
• Contempt allegations against James Mann and Farmers of North America were dismissed for lack of merit.
   
• Both applications brought by James Mann, including a bid to unwind the sale process and a claim for a money judgment, were dismissed.
   
• Costs totaling $45,000 were ordered against the respondents, payable within 60 days.
   
• Further applications by the respondents are barred until the costs are paid, except in emergencies.
   
• Statutory protection under the CCAA barred James Mann's money judgment application against the applicants.
   

Facts of the case

This matter arises from ongoing Companies' Creditors Arrangement Act (CCAA) proceedings involving AgraCity Crop & Nutrition Ltd. and a group of related corporate applicants, and the respondents, Farmers of North America (FNA) and James Mann. The dispute is rooted in a longstanding conflict between two brothers, James Mann and Jason Mann, who have been locked in a battle for control of the corporate entities on both sides of the litigation since at least 2017. In 2025, the applicants sought protection under the CCAA and initiated a Sale and Investment Solicitation Process (SIS Process) to sell assets and satisfy creditors. On February 24, 2026, the court heard several applications, three of which were adjourned to March 5, 2026. James Mann brought two applications: one to unwind the SIS Process, and another seeking a money judgment against the applicants in favour of Farmers of North America. The applicants, in turn, sought a contempt order against the respondents for alleged violations of prior orders issued by Justice Danyliuk on July 19, 2017, and Justice Mills on March 26, 2024, which had restricted the respondents from disparaging the applicants to their customer base.

Orders and legal provisions at issue

Central to the analysis was the Continuing Restriction, an interim order granted February 24, 2026, barring Farmers of North America and James Mann from communicating information about the CCAA entities to anyone other than their legal and financial advisors without the Monitor's consent. The applicants sought to make this restriction permanent, while the respondents argued it improperly limited their ability to conduct business or raise funds to bid on the applicants' assets. The contempt application relied on the earlier Danyliuk and Mills orders, which prohibited the respondents from disparaging the applicants to their membership base. The court also applied the three-part test for civil contempt set out in Carey v Laiken, 2015 SCC 17, requiring that the order be clear and unequivocal, that the alleged contemnor have actual knowledge of it, and that the breach be intentional.

Reasoning and analysis

The court found no basis to hold Farmers of North America or James Mann in contempt, characterizing their conduct as loose language used during townhall meetings about who was better suited to run the businesses, rather than a deliberate breach of the Danyliuk and Mills orders. The court nonetheless reminded the respondents that those orders remain in force. On the Continuing Restriction, the court agreed to make it a final order but narrowed its scope so that it only bars disparaging communications connected to the CCAA proceedings, while expressly permitting the respondents to communicate for purposes of raising capital or pursuing other commercial alternatives within the CCAA process. James Mann's application for a money judgment against the applicants was dismissed because it violated the statutory stay protecting debtor companies under the CCAA. His application to unwind the SIS Process was dismissed as moot, given that an asset auction was already proceeding. On costs, the court noted that James Mann had promised to pay costs previously awarded against him but had not done so, and that over $58,000 in King's Bench costs remained outstanding, in addition to more than $62,000 awarded by the Court of Appeal.

Ruling and overall outcome

The court dismissed both applications brought by James Mann, with leave to reapply subject to the costs restriction described below, and declined to find the respondents in contempt. The applicants, Agracity Crop & Nutrition Ltd. and the related corporate group, succeeded on their request to continue the Continuing Restriction, though in narrowed form, and secured a costs order in their favour. The court ordered the respondents to pay $25,000 in costs for the February 24 and March 5 hearings and the restriction application, plus a further $20,000 toward the outstanding King's Bench costs, for a total of $45,000, payable within 60 days. The respondents are barred from bringing further applications until that amount is paid, except in emergencies requiring leave of the court.