D. Sayer

The applicant, a common shareholder in a family-owned real estate holding corporation, brought an application seeking dissent rights regarding the sale of corporate assets, an oppression remedy, and the appointment of a liquidator.

The court found that the applicant's dissent rights under the Business Corporations Act had been validly waived by a Unanimous Shareholders Agreement that granted the mother sole discretion to sell assets.

The oppression claim was dismissed as the applicant failed to establish a reasonable expectation of participation or any unfair prejudice.

However, the court ordered the appointment of an independent liquidator to wind up the corporation, finding that the current directors lacked the necessary expertise to manage the complex tax and legal implications of the liquidation.

The applicant sought enforcement in Ontario of a commission issued by a New Jersey court requiring a non‑party witness to produce documents and attend for a deposition relating to corporate farm assets relevant to U.S. divorce proceedings.

The respondents resisted on the basis that the request was intrusive, unnecessary, and contrary to privacy interests.

Applying the criteria for enforcing foreign commissions, including relevance, necessity, specificity, and comity, the court held that most of the requested documentary production and questioning should be enforced.

However, several areas of questioning were refused or restricted as speculative or overly intrusive.

Enforcement was conditioned on confidentiality undertakings equivalent to Ontario’s deemed undertaking rule and limits were imposed on the scope, location, and timing of the deposition.