The Court dismissed an appeal challenging a personal oppression order against a corporate director under s. 241(3) of the Canada Business Corporations Act.
It reaffirmed a two-pronged framework requiring that oppressive conduct be attributable to the director and that personal liability be fit in all the circumstances.
The Court identified fairness, narrow tailoring to rectify oppression, vindication of reasonable stakeholder expectations, and consistency with the broader corporate law context as guiding principles.
On the facts, the director’s lead role in the non-conversion decision and personal benefit through increased corporate control supported personal liability, and the pleadings were sufficient to ground that remedy.
