Berkley D. Sells

The applicant, a 30% shareholder, sought an oppression remedy against the corporate respondent and its sole officer/director, Winston Penny.

Penny was found to have engaged in oppressive conduct by violating court orders, failing to provide financial information, destroying records, and appropriating corporate funds for personal use through uncollectible shareholder advances and improper expenses.

The court found a clear breach of the applicant's reasonable expectations and imposed personal liability on Penny.

The remedy included a buyout of the applicant's shares and the appointment of a receiver due to Penny's untrustworthy management.

The court calculated a buyout value of $3,993,750 for the applicant's shares, allowing parties to contest the valuation.

Costs were awarded to the applicant on a substantial indemnity basis due to the "crude and obvious" nature of the oppression.

The applicant, a 30% shareholder, brought an application for oppression against the respondent corporation and its sole director.

The director failed to produce audited financial statements, breached multiple court orders, and misappropriated millions in corporate funds for personal use.

The court found the director's conduct to be oppressive and imposed personal liability.

A receiver was appointed, and the court set a rough buyout value for the applicant's shares at $3,993,750, giving the parties options to accept the valuation or have the receiver conduct a formal valuation.

The plaintiffs brought a motion for approval of a proposed settlement in a certified class action regarding a mass termination without notice or severance pay.

The employer had gone bankrupt, leaving the plaintiffs to pursue the directors and officers and their liability insurance policy.

After complex litigation and negotiations regarding the depletion of the insurance policy, a settlement was reached for approximately $1.77 million.

The court found the settlement to be fair, reasonable, and in the best interests of the class, providing significant recovery where there was high risk of none.

The court also approved class counsel's fee request of one-third of the settlement amount, noting the high risk undertaken and the excellent result achieved.

Two shareholders of a hotel holding company each sought oppression relief following a complete breakdown in their business relationship.

The court had previously found that neither party validly invoked the buy‑sell clause in the shareholders’ agreement and that the parties could no longer operate the business together.

The issue was the appropriate court‑ordered mechanism to separate the shareholders.

The court ordered an independent valuation of the holding company and directed the majority shareholder to purchase the minority shareholder’s interest without a minority discount, together with repayment of the minority shareholder’s loan plus interest calculated under the shareholders’ agreement.

Costs were awarded to the majority shareholder as the substantially successful party.

Two shareholders of a hotel holding company each sought oppression relief following a complete breakdown in their business relationship.

The court had previously found that neither party validly invoked the buy‑sell clause in the shareholders’ agreement and that the parties could no longer operate the business together.

The issue was the appropriate court‑ordered mechanism to separate the shareholders.

The court ordered an independent valuation of the holding company and directed the majority shareholder to purchase the minority shareholder’s interest without a minority discount, together with repayment of the minority shareholder’s loan plus interest calculated under the shareholders’ agreement.

Costs were awarded to the majority shareholder as the substantially successful party.