E. Moghadamian

The respondents brought a motion to stay the applicant's oppression relief application, arguing that an arbitration clause in their Unanimous Shareholders' Agreement (USA) applied.

The applicant contended that the arbitration clause was inapplicable due to the respondents' unilateral breach, its use as a tool of oppression, and the 'day-to-day business' exception.

The court granted the stay, finding the arbitration clause broad enough to cover the claims, including those of oppression and involving non-signatory corporations, and that the hiring/firing of key personnel was not a 'day-to-day' matter.

The court emphasized the competence-competence principle, referring the determination of the arbitration agreement's reach and jurisdiction over non-parties to the arbitrator.

This endorsement addresses a respondent's motion to stay an applicant's application, raising three key issues for which the court requires further submissions and case law.

The issues concern the impact of non-parties to a Unanimous Shareholder Agreement (USA) on the stay analysis, questions of waiver regarding the USA's dispute resolution clause, and whether claims for oppression relief under the Canada Business Corporations Act or Ontario Business Corporations Act affect the stay application, particularly in light of an arbitrator's right to determine jurisdiction.

Carl Gorman applied for relief under the Canada Business Corporations Act and the Ontario Business Corporations Act.

Wade Kosowan brought a motion to stay the application, arguing lack of jurisdiction and opposing interim terms.

The court granted an adjournment but imposed interim terms, reinstating Gorman to his position and duties with the respondent corporations, finding Kosowan's unilateral termination and exclusion of Gorman without arbitration constituted unequal and unfair treatment.

The court also ordered Kosowan's motion to stay and Gorman's application to be heard on the same return date to expedite resolution.