WSIB Investments (Infrastructure) Pooled Fund Trust et al. v. Plenary Group (Canada) Ltd et al.
WSIB Investments (Infrastructure) Pooled Fund Trust
Plenary Group (Canada) Ltd continued as Plenary Group (Canada) Holding Ltd.
Plenary Investments (Canada) Ltd
Plenary Investment Management Corp., in its capacity as general partner of Plenary Canada Funding LP and Plenary Canada Funding II LP
Plenary Investment Management II Corp, in its capacity as general partner of Plenary Canada Funding LP and in its capacity as general partner of Plenary Canada Funding II LP
Plenary Great Lakes Holding Ltd.
Plenary Group Holdings Pty Ltd.
Plenary Group Execution Corp, in its capacity as Trustee for and on behalf of The Plenary Group Trust
Paul Dunstan
Law Firm / Organization
Unrepresented
Brian Budden
Law Firm / Organization
Unrepresented
Paul Martin
Law Firm / Organization
Unrepresented
Phil Dreaver
Law Firm / Organization
Unrepresented
Dale Bonner
Law Firm / Organization
Unrepresented
Stuart Marks
Law Firm / Organization
Unrepresented
Dunstan Holdings Ltd.
Law Firm / Organization
Unrepresented
Dreaver Holdings Ltd. continued as Dreaver (Vic.) Pty Ltd.
Law Firm / Organization
Unrepresented
Dreaver Investments Ltd.
Law Firm / Organization
Unrepresented
Recipient Corporations of the Proceeds #1 -10
Law Firm / Organization
Unrepresented
Beneficiaries of Proceeds J. Doe #1 -10
Law Firm / Organization
Unrepresented
Beneficiaries of Proceeds Corporations #1 -10
Law Firm / Organization
Unrepresented
CBRE Caledon Capital Management Inc.
Law Firm / Organization
Unrepresented
Plenary CCM U.S. Funding I GP Inc.
Law Firm / Organization
Unrepresented

Background Facts:
The plaintiffs and PG Canada had a decade-long partnership focused on investing in North American public-private infrastructure projects (P3s). These investments, structured through layered entities, provided stable, long-term returns. In 2020, PG Canada unilaterally terminated the partnership as part of a billion-dollar sale to Caisse de dépôt et placement du Québec (CDPQ), without informing the plaintiffs in advance. PG Canada then orchestrated an en masse prepayment of all outstanding loans, effectively ending the plaintiffs' long-term investment positions.

Legal Issues:
The plaintiffs alleged breaches of contractual and fiduciary duties, arguing that PG Canada’s actions violated the terms of their partnership agreements, particularly the loan agreements structured for long-term returns. They also contended that PG Canada acted dishonestly by concealing the CDPQ transaction. PG Canada argued it had the contractual right to prepay the loans without restrictions.

Court Findings:
The court found that PG Canada breached both its contractual and fiduciary duties by secretly arranging the CDPQ sale and prematurely ending the plaintiffs' investments. The defendants' counterclaim—alleging misrepresentation by the plaintiffs—was dismissed.

Relief and Costs:
The court ordered disgorgement of profits, contractual damages, and ancillary relief. However, the exact amount awarded was not specified in the judgment. The document noted that the defendants received $950,447,593.99 from the sale to CDPQ, but this was not a court-awarded amount. The defendants were also ordered to cover the plaintiffs' legal costs.

Court of King's Bench Manitoba
CI 20-01-26926; CI 20-01-28295
Corporate & commercial law
Plaintiff