Belinda Schubert

This motion for supplemental reasons arose from a prior trial where neither party was entirely successful.

Pingyuan Zhao sought judgment for outstanding loans from Pingbo Zhao, repayment of improperly retained cash, and an order for compulsory transfer of Pingbo Zhao's shares in the 51.ca Corporations based on a valuation date of August 28, 2010.

The court granted judgment for the loans (net $81,093.90 plus pre-judgment interest) and repayment of cash ($21,799.54 plus pre-judgment interest), finding Pingbo Zhao liable for these amounts.

However, the court denied the request for a compulsory share transfer, concluding that the conditions for a "just and equitable" winding-up order under section 207(1)(b)(iv) of the OBCA were not met, particularly regarding the proposed valuation date and the lack of agreement between the parties on the relief sought.

No costs were awarded for the motion.

The applicant and respondent are brothers who were involved in a website business directed toward immigrants from mainland China.

The applicant claimed that the business was operated as a partnership in which he held a 40% interest, or alternatively, that he was a 40% shareholder in the corporations owning the business, and sought dissolution or an oppression remedy.

The respondent cross-applied, seeking a declaration that he owned 85% of the shares and an order requiring the applicant to sell his 15% shareholding due to alleged breaches of fiduciary duty and oppression.

The court found that the applicant was an independent contractor, not a partner or employee, and dismissed his claims for partnership dissolution, wrongful dismissal, and oppression.

The court also dismissed the respondent's cross-application for a forced buyout of the applicant's shares, finding no breach of fiduciary duty or oppression by the applicant in his capacity as a director.

Both the application and cross-application were largely dismissed, save for some specific monetary accounting.

Following a lengthy oppression remedy trial involving a shareholder dispute in a real estate investment company, the court determined the appropriate costs award and interest payable after judgment.

The plaintiffs sought substantial indemnity costs exceeding $1.3 million, alleging reprehensible litigation conduct by the defendants.

The court rejected the request for elevated costs and held that partial indemnity costs were appropriate, emphasizing proportionality, the plaintiffs’ limited success compared to the amounts claimed, and duplication resulting from multiple counsel.

The court also addressed costs related to several pretrial motions, expert witness fees, and disbursements, reducing certain expert accounts and awarding the defendants $5,000 for a post‑judgment remediation motion.

Prejudgment and postjudgment interest were fixed under the Courts of Justice Act.

The plaintiff, a minority shareholder in a closely held real estate joint venture, brought an oppression action against the majority shareholders.

The dispute arose after the plaintiff was forced to resign as a director following allegations of misappropriating a minor corporate opportunity.

Subsequently, the defendants made two cash calls and granted a mortgage that significantly diluted the plaintiff's interest in the corporation.

The court found that the defendants' actions, particularly the granting of a mortgage for an amount greater than the corporation's immediate needs, unfairly disregarded the plaintiff's interests and constituted oppression under s. 248 of the OBCA.

The court ordered the defendants to buy out the plaintiff's shares at a valuation of $858,468.31, awarded the plaintiff a portion of a deferred management fee, and ordered two of the defendants to pay $25,000 in punitive damages for their reprehensible conduct.