Hugh Merrill Desbrisay

The parties appealed the trial judge's costs award in a shareholder oppression and valuation proceeding.

The trial judge had awarded the dissenting shareholders substantial indemnity costs up to the date of a settlement offer, and awarded the corporation partial indemnity costs thereafter.

The Court of Appeal dismissed both costs appeals, finding no error in principle in the trial judge's exercise of discretion under s. 241(3) of the Canada Business Corporations Act.

The Court also ordered no costs for the main appeals due to divided success.

The minority shareholders of Ford Canada dissented from a squeeze-out transaction and sought fair value for their shares, along with an oppression remedy against Ford Canada and Ford U.S. regarding a transfer pricing system that caused the Canadian subsidiary to lose money over a ten-year period.

The Court of Appeal upheld the trial judge's finding that the transfer pricing system was oppressive and that the business judgment rule did not protect the directors.

However, the Court reversed the dismissal of the oppression claim against Ford U.S., finding that the parent company's actions were oppressive.

The Court also held that minority shareholders were not entitled to compensation for historical oppression that occurred before they acquired their shares, and that fair value does not include a component for historical oppression.

The trial judge's order directing a reference to a Master to determine shareholdings was set aside.

The appellant appealed a summary judgment dismissing his action against the respondents.

The appellant alleged that the respondents breached a duty of care by failing to properly trace a harassing phone call, which led to his implication.

The Court of Appeal dismissed the appeal, finding it unnecessary to decide the duty of care issue because there was no evidence that further investigation by the respondents would have produced exculpatory evidence for the appellant.

The plaintiffs, four Ford dealerships, appealed the dismissal of their motion to certify a class proceeding against Ford Motor Company of Canada.

The motions judge had found that all certification criteria were met except the preferable procedure requirement, concluding that an application under Rule 14.05(3)(d) would be more efficient.

The Divisional Court allowed the appeal, holding that a Rule 14.05(3)(d) application would not resolve the common issues for the entire class, as Ford refused to be bound by the result for non-parties.

The Court concluded that only a class proceeding would bind the class and avoid a multiplicity of proceedings.