The applicant, a co-founder and equal shareholder of Boothworks Inc., was dismissed and removed as a director and officer by the other two co-founders.
The applicant sought a fair market value purchase of his shares, alleging oppression.
The respondents counter-applied, alleging breach of fiduciary duty and seeking damages for loss of a major client (Spin Master) that had a personal relationship with the applicant.
The court found that the respondents' actions constituted oppression, as they unfairly disregarded the applicant's reasonable expectations of equality in the company.
The court dismissed the counter-application, finding no breach of fiduciary duty by the applicant or other counter-respondents, as the client relationship was personal to the applicant and not an asset of Boothworks.
The court ordered the respondents to purchase the applicant's shares at fair market value, with specific valuation guidelines.
