Amy Salyzyn

The appellants appealed a summary judgment dismissing their action against the respondents.

The dispute arose from the exercise of a shotgun buy/sell provision in a unanimous shareholders' agreement.

The appellant alleged breach of fiduciary duty, theft of corporate opportunity, and other claims after learning the respondent financed the buyout by agreeing to transfer corporate properties to a lender.

The Court of Appeal dismissed the appeal, finding the motion judge applied the correct summary judgment test and correctly concluded that no fiduciary duty exists between shareholders exercising a shotgun provision, nor was there any appropriation of a corporate opportunity.

The respondent previously succeeded on an appeal declaring that the parties had entered into an enforceable settlement agreement.

The resulting order included a paragraph directing compliance with the agreement, which the motion judge subsequently interpreted as requiring the appellants to assert their repudiation claim in a new action rather than as an excuse for non-performance.

The Court of Appeal allowed the appellants' appeal, finding that the original panel had not considered the disputed paragraph or its implications for the repudiation claim.

The court set aside the motion judge's order and directed the parties to submit their questions directly to the original panel for clarification.

The plaintiff, an Ontario resident, brought a wrongful dismissal action in Ontario against his former employer, a group of related corporations.

The defendants moved to stay the action, arguing that Indiana was the more appropriate forum because the plaintiff had accepted permanent employment there.

The plaintiff maintained his employment in Indiana was a temporary assignment governed by an earlier Ontario agreement.

The motion judge accepted the defendants' version and stayed the action.

On appeal, the Court of Appeal held that the motion judge erred in resolving the disputed facts on a preliminary motion.

Because the plaintiff's version had a reasonable evidentiary basis, the forum non conveniens factors should have been assessed on that basis.

The appeal was allowed and the stay motion dismissed.