C. Ferrari

The court determined the appropriate costs award following interlocutory motions in a corporate dispute involving alleged diversion of corporate resources and denial of shareholder access to financial information under the Business Corporations Act.

The moving parties sought substantial costs including full indemnity reimbursement for accounting consultants retained to analyze financial records.

The court held that the moving parties were the more successful parties on the motions and were entitled to costs on a partial indemnity basis.

While the accounting services were reasonably incurred to assist in analyzing financial disclosure, they were treated similarly to legal services and not recoverable on a full indemnity basis.

The court reduced the claimed partial indemnity costs by 25% to reflect the moving parties’ lack of success on certain requested relief and ordered costs payable personally by two respondents rather than the corporation.

The plaintiffs, minority shareholders in a cement contracting business, brought a motion for interim relief in an oppression action, alleging the majority shareholder misappropriated corporate funds for personal use.

The defendants brought a cross-motion to compel mandatory mediation and arbitration and to discharge a Certificate of Pending Litigation (CPL) registered against the majority shareholder's spouse's home.

The court granted the plaintiffs' motion in part, appointing a monitor and requiring board approval for major decisions, while leaving day-to-day management with the majority shareholder.

The defendants' motions were dismissed, as the shareholders agreement did not mandate arbitration and the CPL was validly maintained to protect the corporation's constructive trust claim.