The appellants, minority shareholders in a family holding company controlled by their father, appealed a decision dismissing their claim for breach of fiduciary duty and ordering them to sell their shares as a remedy for oppression.
The Divisional Court allowed the appeal, finding the application judge erred in fact and law by failing to recognize the father's self-dealing and breach of fiduciary duty when he purchased shares through his own company and later sold them to the family holding company for a substantial profit.
The court also found the forced sale of the appellants' shares was manifestly unjust and failed to consider their reasonable expectations.
The court ordered the father and his company to disgorge the profits to the holding company, removed the father as a director of the appellants' holding company, and awarded costs to the appellants.