The plaintiff, Robert Matuk, sought summary judgment against the defendants, James Vannelli and associated corporations, regarding claims stemming from the breakdown of their shareholder relationship in HappyGo Marketing Inc. The court granted partial summary judgment, ruling that Vannelli's effective appropriation of Matuk's shares constituted oppressive conduct under the Canada Business Corporations Act.
The court found Vannelli personally liable to compensate Matuk for the fair market value of his shares as of May 20, 2020.
However, the court dismissed Matuk's claims for breach of contract related to the corporation's dissolution without unanimous consent and alleged non-competition by a new entity.
A trial is required to determine the precise amount of compensation for the oppressive conduct and to adjudicate whether Vannelli breached the non-disclosure covenant regarding intellectual property, and if so, the appropriate remedy for that specific breach.
