Domenic Marino

The four Libfeld brothers, equal owners of The Conservatory Group (a multi-billion dollar real estate development business), experienced a complete and irreparable breakdown of their personal and professional relationships.

The applicants sought various remedies including a restructuring protocol or a restricted wind-up, while the respondents sought a buy-sell process or a structured buyout.

The court found no actionable oppression by any party, attributing the disputes to extreme mutual dysfunction.

Concluding that the brothers could no longer work together and that none of their proposed remedies were workable or fair, the court ordered a court-supervised wind-up and sale of the business under the OBCA and Partnerships Act, permitting all brothers to participate as bidders.

The applicant sought to set aside a separation agreement under s. 56(4) of the Family Law Act, alleging material misrepresentation and non-disclosure by the respondent regarding the valuation of a company.

The respondent had received letters of intent to purchase the company and was negotiating a buyout of his partner's interest while simultaneously negotiating the separation agreement with the applicant, without disclosing this information.

The court found that the respondent's failure to disclose this information constituted a material misrepresentation, both subjectively and objectively, and breached the duty of utmost good faith in family law negotiations.

The court exercised its discretion to set aside the entire separation agreement, declining to re-write it or address the oppression remedy under the Business Corporations Act at this stage.

The appellant appealed a trial judgment finding it liable for breach of contract and awarding $11 million in damages to the respondent, who had purchased the action from a bankrupt IT company.

The Court of Appeal upheld the trial judge's finding that the appellant's representative had actual authority to bind the company to the contract.

However, the Court allowed the appeal regarding damages, finding the trial judge erred by assessing damages as of the end of a five-year business plan rather than the date of the breach.

Applying a discounted cash flow analysis as of the date of breach, the Court reduced the damages award to $1.3 million.