Emily Quail

Following the dismissal of an oppression remedy application, the respondents sought substantial indemnity costs.

They argued that the application was the applicant's second unwarranted one on similar facts and that a comprehensive settlement offer, made after judicial mediation, was rejected.

The court declined to award substantial indemnity costs for the entire proceeding but found it fair and reasonable to award substantial indemnity costs from April 25, 2019, the date of the settlement offer.

The offer was deemed more favourable to the applicant than the outcome of the contested application, and no formal counter-offer was made.

The respondents were awarded fixed costs of $66,148.84 inclusive.

The applicant, a one-third shareholder, sought an oppression remedy under the OBCA to compel the sale of the corporation's sole asset (a property) or the purchase of his shares, due to a disagreement with the majority shareholders (the respondents) who also owned the tenant restaurant.

The court dismissed the application, finding no oppressive or unfair conduct, and that the respondents' business judgment was within a reasonable range.

The court emphasized the absence of a unanimous shareholder agreement and that mere disagreement does not amount to oppression or warrant winding up.