H. Syed

The defendants in a shareholder oppression action brought a motion for partial summary judgment seeking declarations that they validly exercised an option to purchase the plaintiff minority shareholder's shares and had fully compensated him for admitted misappropriations of corporate assets.

The plaintiff cross-moved for a declaration that the option was not validly exercised.

The court dismissed both the motion and cross-motion, finding that the issues were intertwined with the broader oppression claims, the evidence was highly contested, and partial summary judgment would risk duplicative proceedings and inconsistent findings.

The matter was ordered to proceed to trial.

A consulting company sued a corporate client for breach of a professional services agreement following termination of the consulting engagement.

The consultant claimed unpaid compensation, bonuses, equity participation, and damages for bad faith termination.

The court held that the written agreement contained the entire agreement and did not support claims for equity or performance bonuses due to absence or uncertainty of terms.

The court found the consultant committed misconduct, including breach of confidentiality and unauthorized personal use of company equipment, justifying termination for cause.

However, the termination clause required payment of a fixed severance amount regardless of cause, and the defendant's counterclaim for damages was dismissed for lack of proof.

The plaintiffs, Nashaat and Taghreed Aly, claimed a partnership interest in a family grocery business, Nader Halal, operated by Adel Tohamy.

The court found a valid oral agreement from 2001 granting the Alys a 20% interest.

In a related family law application, Adel's former wife, Naiema, sought to set aside two separation agreements that released her claims to the family businesses and spousal support.

The court set aside both agreements under s. 56(4) of the Family Law Act due to Adel's deliberate failure to disclose significant assets, unconscionability, and duress.

The court also found the defendants engaged in spoliation of evidence by destroying financial records and ordered the appointment of a receiver over the businesses pending the damages phase of the trial.