Miranda Spence

Partner Admitted to the Ontario Bar: 2011

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  • Bio
  • Awards & Recognition
  • Professional Involvement
  • Representative Matters
  • Selected Speaking Engagements
  • Selected Publications
  • Insights
  • Education

Miranda is a member of the firm’s Litigation and Financial Services Groups. She maintains a broad litigation practice, with an emphasis on general commercial, restructuring and insolvency disputes. She appears regularly before the Ontario Superior Court of Justice, including the Commercial List and the Bankruptcy Court, and has appeared as counsel at all levels of the Ontario courts.

Miranda co-leads a team at the firm that represents large technology companies in civil litigation and regulatory proceedings involving issues concerning privacy and data protection, cybersecurity, defamation and intermediary liability. The team also advises technology companies with navigating Canadian privacy and data production laws as they apply to new and existing products, and developing policies and tailored programs for the evolving Canadian market.

Miranda is a strong advocate who thrives in the courtroom and in negotiations with opposing counsel. She is a confident communicator who has a talent for breaking her clients’ complex problems down into simpler parts, enabling her to fully understand her clients’ goals, and develop effective solutions rooted in practical, business-minded strategy.

Miranda, who summered and articled with the firm, frequently acts as a mentor to the firm's summer and articling students, as well as to law students through the University of Toronto's alumni mentorship program. Her patient nature and understanding of the challenges associated with building a practice make her a valuable resource to students and new lawyers.

Awards & Recognition

  • Recognized in the Canadian Legal Lexpert Directory in the field of Insolvency and Financial Restructuring - Insolvency Litigation
  • Recognized in The Best Lawyers in Canada in the field of Insolvency and Financial Restructuring Law
  • Recognized in Lexpert's Special Edition: Litigation as a leading Canadian litigator
  • Recognized as a Lexpert Rising Star 2021: Leading Lawyer Under 40
  • Included in ReferToHer's Insolvency Litigation list

Professional Involvement

Professional Activities

  • Member, The Advocates' Society's Mid-Career Advocates' Standing Committee
  • Member, Commercial List Users' Committee, Ontario Superior Court of Justice
  • Director of Education, International Women’s Insolvency and Restructuring Confederation (Ontario Network)
  • Chair (2020-2021) and former Vice-Chair (2019-2020), The Advocates’ Society, Insolvency Litigation Practice Group
  • Past member, The Advocates' Society's Young Advocates' Standing Committee

Memberships

  • The Advocates' Society
  • Toronto Lawyers Association
  • Ontario Bar Association
  • Canadian Bar Association
  • Turnaround Management Association
  • International Women's Insolvency and Restructuring Confederation

Representative Matters

Counsel to Tandia Financial Credit Union Limited in connection with the receivership application of a group of gas and retail companies. 

Represented Baffinland Iron Mines Corporation in a valuation proceeding to value the shares held by shareholders who dissented from a post-takeover plan of arrangement.

Successfully represented Satori Interréseautage Inc., a computer networking company, in securing recovery of possession of personal property to which it is lawfully entitled, in Satori Interréseautage Inc. v. Doe, 2023 ONSC 1097.

Representing BDO Canada in its capacity as the court-appointed receiver of 908593 Ontario Limited, operating as Eagle Travel Plaza, et al., in an insolvency proceeding commenced by the Canadian Imperial Bank of Commerce.

Counsel to Facebook, Inc. with respect to certain commercial litigation matters involving defamation, internet intermediary liability, intellectual property, data protection and freedom of expression issues.
 
Counsel to the court-appointed receiver of Astoria Organic Matters Ltd. and Astoria Organic Matters Canada LP (“Astoria”) in successfully defending efforts by the purchaser of Astoria’s assets to seek leave to sue the receiver.
 
Counsel to the beneficiary of an option to purchase the deceased’s company in an application seeking directions regarding the terms upon which the option may be exercised.
 
Counsel to the senior secured creditor of A-1 Asphalt Maintenance Ltd. in an appeal addressing whether funds subject to Construction Lien Act statutory trusts may be excluded from distribution to creditors in an insolvency proceeding.
 

Representing The Superintendent of Financial Services with respect to its successful application to appoint a trustee over Building & Development Mortgages Canada Inc., the lead broker for Fortress Real Developments, under the Mortgage Brokerages, Lenders and Administrators Act, 2006.

Successfully represented Facebook, Inc., as the respondent in an appeal brought forth by Loan Away Inc., whose decision upheld the application of a forum selection clause among commercial parties.

Represented a former director of a major retailer in CCAA proceedings in responding to claims against directors by creditors.
 
Counsel to a retailer who purchased the debtor’s interest in certain leases out of a Bankruptcy and Insolvency Act proposal proceeding related to Aeropostale Canada Corp. in seeking a judicial determination of the scope of rights that may be assigned in such circumstances.
 
Counsel to a municipality in opposing an injunction brought by Hogan Pharmacy Partners Ltd., a former service provider, to compel the municipality to reinstate the service provider’s contract with the municipality pending arbitration.
 
Counsel to a landlord with respect to concurrent receivership and Construction Lien Act proceedings involving Arc Productions Limited.
 
Counsel to the senior secured creditor in the receivership proceedings involving 1299746 Ontario Inc. o/a Compuquest2000.
 
Counsel to the debtor in the receivership proceedings involving Edgemere Estate Limited Partnership and Edgemere Estate Limited.
 
Counsel to a defendant real estate developer in a contractual dispute with its development partners, involving significant parcels of development lands.
 
Counsel to the applicant charity in an application for judicial review relating to decisions made by the CRA, in the context of the revocation of the applicant’s charitable registration.
 
Counsel to the plaintiff employer in an action to enforce non-competition and non-solicitation provisions of an employment agreement.
 
Ontario counsel to the senior secured lender in the insolvency proceedings commenced by Laura's Shoppe (P.V.) Inc. under the Companies' Creditors Arrangement Act.
 
Canadian counsel to the Nortel Trade Claims Consortium in the cross-border insolvency proceedings commenced by Nortel Networks Corporation et al.
 
Counsel to the defendant partnership in an action for damages and other declaratory relief brought by a former alleged partner.
 
Counsel to the trustee in bankruptcy in the insolvency proceedings commenced by Casimir Capital Ltd. under the Bankruptcy and Insolvency Act.
 
Counsel to the plaintiff payment processing company in an action for damages against its colocation services provider relating to a loss of data.
 
Counsel to the plaintiff in an action to set aside an assignment of patent rights to a widely-used household product.
 
Counsel to the vendor take-back mortgagee in the enforcement of a mortgage by way of foreclosure, where the action was defended on grounds of misrepresentations in the agreement of purchase and sale.
 
Counsel to the respondent in an application seeking to invalidate a promissory note and related security granted in the context of a renewable energy project.
 
Counsel to the complainant in a lawyer misconduct matter before the Law Society Tribunal, where the defence engaged issues relating to the complainant's privacy.

Acted as the Independent Supervising Solicitor in the enforcement of an Anton Piller order made in the context of an action seeking damages for fraud.

Counsel to the plaintiff in an action for breach of copyright and related relief relating to industrial meat-processing equipment.

Counsel to the defendant in an action brought pursuant to the Fraudulent Conveyances Act.

Counsel to various parties to proceedings brought pursuant to the Construction Lien Act (Ontario), including general contractors, sub-contractors and owners.

Counsel to both landlords and tenants in actions seeking damages for breach of lease agreements.

Counsel to a variety of banks in relation to all aspects of the enforcement of personal guarantees. 

Counsel to plaintiffs in collection actions, including the enforcement of judgments.

Selection of Reported Cases

Loan Away Inc. v. Facebook Canada Ltd., 2021 ONCA 432

Loran v. Weissmann, 2019 ONCA 962

Business Development Bank of Canada v. Astoria Organic Matters Ltd., 2019 ONSC 6557
 
Business Development Bank of Canada v. Astoria Organic Matters Ltd., 2019 ONCA 269


Muchmaker Estate (Re), 2019 ONSC 59

Business Development Bank of Canada v. Astoria Organic Matters Ltd., 2018 ONSC 6062

Hogan Pharmacy v. Municipality of Halton, 2018 ONSC 1442

Re Aeropostale Canada Corp. (Notice of Intention), 2018 ONSC 1468 

Royal Bank of Canada v. DCM Erectors, Inc., 2017 ONSC 2580

Salus Capital Partners, LLC v. Shilon, 2016 ONSC 7799, 2016 CarswellOnt 21099

Nortel Networks Corporation (Re), 2016 ONCA 332

Royal Bank of Canada v. Lunardi, 2016 ONSC 2541

Fram Elgin Mills 90 Inc. v. Romandale Farms Limited, 2015 ONSC 7308

Green v. Green, 2015 ONCA 541

In the Matter of the Proposal of Casimir Capital, 2015 ONSC 2819

Poss Design Limited v. Beograd Machine & Tools Co. Ltd., 2015 ONCA 74

Business Development Bank of Canada v. Druckmann, 2015 ONSC 1517

King David Inc. v. Andrin Investment Ltd., 2015 ONSC 1935

Poss Design Limited v. Beograd Machine & Tools Co. Ltd., 2014 ONSC 3051

2026125 Ontario Limited v. Ashland Paving Ltd., 2014 ONSC 5173 (Div. Ct.)

Grossi Consulting Services Limited v. Premier Salons Ltd., 2014 ONSC 5028

Fernandez et al. v. Unique Auto Collision Network Solutions Corp. et al., 2014 ONSC 3642

Fernandez v. Unique Auto Collision Network Solutions Corp., 2014 ONCA 458

Royal Bank of Canada v. DCM Erectors, Inc., 2013 ONSC 2864

Indcondo Building Corporation v. Sloan, 2012 ONCA 502

Selected Speaking Engagements

Speaker, "Top Tips on Navigating the Commercial List," Commercial List Advocacy, May 23, 2024.

Moderator, "Crypto Assets: Dealing with Emerging Currencies in the Litigation Context," The Advocates’ Society, October 30, 2023.

Moderator, International Women's Insolvency & Restructuring Confederation educational panel, June 20, 2023.

"How to Get Paid: Helping Suppliers to an Insolvent Company (or a Company in Financial Difficulty)," Law Society of Ontario, Commercial Priorities for Real Estate and Business Lawyers 2021, March 3, 2021.

"Fire Sale? Sale Processes in the Pandemic," The Advocates’ Society, March 2, 2021.

Speaker, "Insolvency Filings 101," OBA Professional Development Webinar, August 19, 2020.

Speaker, "Creditor-Related Remedies: Bankruptcy, Receiverships and Other Creditor Remedies," Law Society of Ontario, Key Principles in Commercial Litigation, April 2020 (webcast).

Speaker, "The Guarantee Company of North America v Royal Bank of Canada, 2019 ONCA 9 - Insolvency and Construction Law - Priority of Statutory Construction Trusts in Bankruptcy,” OBA Professional Development, Top Appeals of 2019 from the Court of Appeal for Ontario, April 15, 2020.

Moderator, "Appeals from Commercial List Matters," The Advocates' Society, March 2, 2020.

Moderator, "The Treatment of Builders' Lien Claims Across Canada," CBA National Insolvency Law Conference, November 7, 2020.

Speaker, IWIRC Ontario Network Lunch & Learn: "All About Trusts and Competing Priorities," April 29, 2019.

Moderator, Insolvency Litigation Breakfast: "What I Wish I Knew," The Advocates' Society, April 12, 2019.

Speaker, "Annual Cross Country Check-Up (Ontario)," CBA National Insolvency Law Conference, September 14, 2018.

Moderator, IWIRC Ontario Network Lunch & Learn: "Key Insights Into Recent Construction and Real Estate Development Cases," April 24, 2018.

Selected Publications

"Recent Changes to Proceedings Before the Capital Markets Tribunal," co-Authored with Ian Aversa, Matilda Lici and Roula Khairalla, Aird & Berlis LLP Litigation Bulletin, April 11, 2024.

"Great [Privacy] Expectations: Supreme Court Rules on Privacy Rights in IP Addresses in R. v. Bykovets," co-Authored with Roula Khairalla, Josh Suttner and Miranda Spence, Aird & Berlis LLP, Litigation Bulletin, March 13, 2024.

"More Flexible Than You Think: An Exploration of Creative Uses of the BIA Proposal Regime for Corporate Restructuring," Annual Review of Insolvency Law, 20th ed, 2022. 

“Ontario Court of Appeal Provides Guidance on Vesting Orders in Receivership - And Beyond,” Commercial Insolvency Reporter, August 2019.

“Clarity in Appeal Procedures Part II: The BIA Prevails – or Does It?,” Aird & Berlis Financial Services Flash, April 10, 2019. Republished in Banking & Finance Law Review, July 2019.

“Clarity in Appeal Procedures: The BIA Prevails,” Aird & Berlis Financial Services Flash, January 23, 2019.

“2018 Annual Cross Country Check-Up (Ontario),” Canadian Bar Association 14th Annual Insolvency Law Conference, September 14, 2018.

Insights

Education

  • JD, University of Toronto, 2010
  • Sorbonne Law School (Universite Paris I), Student Exchange Program, 2009
  • BA (Hons.) (First Class), University of King’s College, 2007

Expertise

Financial Services
Litigation & Dispute Resolution
Privacy & Data Security
Technology