Anton Michael Katz

The appellant sought leave to amend his statement of claim to add claims based on alleged shareholder status and conversion of shares, after his original claims based on a promissory note had been found statute-barred.

The motion judge dismissed the motion for leave to amend on two grounds: (1) the proposed amendments raised causes of action that were statute-barred under the Limitations Act, 2002, and (2) the motion constituted an abuse of process.

The Court of Appeal upheld the dismissal, finding that the appellant had discovered his possible claim as a shareholder by December 2, 2013, when he first sought to amend to plead oppression relief, and therefore the two-year limitation period had expired before he moved to amend in October 2016.

The court also upheld the substantial indemnity costs award of $100,000.

The applicant sought an oppression remedy or winding-up order against his brother and the family business, Clifton Plastics Ltd., regarding payments made to the brother after their father's retirement and subsequent incapacity.

The respondent brought a counter-application for an accounting and wrongful dismissal damages.

The court found no oppression but ordered a winding-up under s. 207 of the OBCA, requiring the applicant to purchase the respondent's shares at fair market value, reduced by $35,000 due to unequal contributions, and without attributing value to alleged shareholder loans.

A corporate dispute arose between equal shareholders operating several daycare centres.

The responding party removed the moving party as director, officer, and employee and commenced an oppression action.

The moving party sought an interlocutory injunction restoring the pre-dispute status quo, while the responding party sought orders preventing reinstatement and compelling a valuation and buyout of shares.

Applying the interlocutory injunction test, the court found serious issues to be tried and potential irreparable harm on both sides, but concluded the balance of convenience favoured interim measures that levelled the playing field rather than restoring the prior arrangement.

The court granted partial relief to both parties, including an order for valuation of the businesses and interim financial arrangements pending trial.