The defendants sought a stay of an action under s. 7 of the Arbitration Act, 1991 based on an arbitration clause in a shareholders’ agreement relating to a restaurant venture.
The plaintiff alleged fraudulent misrepresentation inducing him to enter the agreement, breach of fiduciary duties, and oppressive conduct.
The court held that the misrepresentation and fiduciary duty claims were tort-based and did not rely on the shareholders’ agreement, placing them outside the arbitration clause.
Although the oppression allegations relied on contractual obligations and fell within the clause, the court declined to order a partial stay because most claims were non-arbitrable and separation would create duplicative proceedings.
The motion for a stay was therefore dismissed.