This case involved consolidated applications concerning a closely held corporation, Fitness Fanatix Inc. The Cornacchia Group sought an oppression remedy under s. 248 of the Business Corporations Act, alleging Cotic mismanaged the business, failed to maintain proper records, and misappropriated cash.
Cotic, in turn, sought to enforce a buy-sell offer under s. 253(1) of the Act and the shareholders' agreement.
The court dismissed the Cornacchia Group's oppression application, finding their expectations were not violated and no misappropriation of cash by Cotic.
The court determined the correct shareholdings and Cotic's shareholder loan balance, rejecting claims that Wilkins and Correia were shareholders.
Cotic's application was allowed in part, granting him the first right to institute a new buy-sell offer based on the court's findings, as the original offer was not enforceable due to adjusted loan amounts and changed circumstances.
