The plaintiff, representing a class of non-golfing and non-member shareholders of a golf and country club, brought a motion for summary judgment alleging that the club's board of directors engaged in oppressive conduct by selling treasury shares at reduced prices to attract new members.
The plaintiff argued this diluted shareholder equity and violated their reasonable expectations.
The Superior Court of Justice dismissed the class action, finding that the board's decision was a reasonable exercise of business judgment aimed at ensuring the club's financial viability.
The court held that the shareholders did not have a reasonable expectation that shares would only be sold at a specific minimum price, and the board fairly considered the interests of all stakeholders.