The minority shareholders of Ford Canada dissented from a squeeze-out transaction and sought fair value for their shares, along with an oppression remedy against Ford Canada and Ford U.S. regarding a transfer pricing system that caused the Canadian subsidiary to lose money over a ten-year period.
The Court of Appeal upheld the trial judge's finding that the transfer pricing system was oppressive and that the business judgment rule did not protect the directors.
However, the Court reversed the dismissal of the oppression claim against Ford U.S., finding that the parent company's actions were oppressive.
The Court also held that minority shareholders were not entitled to compensation for historical oppression that occurred before they acquired their shares, and that fair value does not include a component for historical oppression.
The trial judge's order directing a reference to a Master to determine shareholdings was set aside.
