The appellants appealed a trial judgment granting the respondent real estate broker an oppression remedy under s. 248 of the Ontario Business Corporations Act.
The trial judge had found that a corporate reorganization by the appellants was designed to defeat the respondent's claim for real estate commissions.
The Divisional Court allowed the appeal, holding that the respondent was not a 'creditor' at the time of the reorganization because no commissions were yet payable under the listing agreement.
Furthermore, the reorganization did not constitute oppression as the successor entities had provided indemnification, ensuring the original corporation was not judgment-proof.
The action was dismissed.
