The plaintiffs and defendants, two brothers and their respective holding companies, engaged in a complex corporate divorce involving a transportation business, ProNorth.
The court determined that the brothers were equal 50/50 shareholders in the holding company, rejecting the defendant's claim of a 62/38 split.
The court found the defendant brother engaged in oppressive conduct by wrongfully excluding the plaintiff from a shareholders' meeting and removing him as a director.
As a remedy, the court ordered the defendant to purchase the plaintiff's shares at a fair value of $4,455,000, based on an en bloc valuation of $8.91 million.
The court also resolved disputes over several jointly owned properties, ordering the defendant to purchase the plaintiff's interests in properties used by the business, and directing the partition and sale of others.
The court awarded the plaintiff $180,000 in damages for exclusion from management, offset by $105,000 awarded to the company for the plaintiff's wrongful detention of a corporate aircraft.
Finally, the court found the company's accountant breached his fiduciary duty to the plaintiff by swearing an affidavit contrary to the corporate records, awarding nominal damages of $100.
