Gabor Horvath, founder and majority shareholder of Securefact Inc., brought an application under the Ontario Business Corporations Act to rescind a resolution removing him as a director.
Horvath had previously agreed to vote his shares as instructed by the principal lender, 2283074 Ontario Inc. (228), with an exception for matters "relating to the redemption" of 228's Class A shares.
Horvath argued that the resolution to remove him, and his counter-proposals, related to a potential transaction that would redeem 228's shares, thus falling under the exception.
The court dismissed the application, finding that the "relating to" exception was not intended to gut the primary purpose of the voting undertaking, which was to give 228 control over the company's management.
The court also found the oppression remedy claim premature.
