Fernanda Martins

The applicant, a hedge fund shareholder, brought an urgent application under section 248 of the OBCA seeking to adjourn the respondent corporation's annual general and special meeting of shareholders and to reset the record date.

The applicant alleged the notice was non-compliant with the OBCA and that the board acted oppressively by setting a timeline that effectively prevented shareholders from nominating an alternative slate of directors.

The court found that the respondent was not an "offering corporation" and had met all statutory notice requirements under sections 95(4) and 96(1) of the OBCA.

The court held that the notice procedures followed past practice and did not breach the reasonable expectations of shareholders as established in BCE Inc. v. 1976 Debentureholders.

The application was dismissed with costs of $75,000 to the respondent.

The court dismissed the plaintiffs' claims against the defendants for breach of contract, breach of fiduciary duty, and related economic torts arising from the formation of Icon Plumbing and the departure of key personnel from Riva Plumbing.

The court found that the plaintiffs failed to prove that the defendants competed unlawfully, misused confidential information, or caused any compensable loss.

The counterclaim for unpaid bonuses by Mike Ladisa and Joseph Ferrari was allowed, with damages awarded in the agreed amount plus interest.

The applicant sought an interlocutory injunction to be restored as a director of a closely held corporation after being unilaterally ousted by his equal partner, the respondent.

The respondent claimed authority to remove the applicant based on his role as president of the holding company and alleged the applicant had abandoned his post.

The court found the applicant established a strong prima facie case that the respondent lacked authority and acted in a conflict of interest.

Finding irreparable harm and a balance of convenience favouring the applicant, the court granted the injunction, reinstating the applicant as a director upon specific terms to level the playing field pending trial.